U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended November 30, 2005
Commission File Number 0-51414
PANORAMA INVESTMENTS CORP.
(Name of Small Business Issuer in Its Charter)
NEVADA 98-0417780
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
Suite 720 - 999 West Broadway
Vancouver, BC Canada V5Z 1K5
(Address of principal Executive Offices) (Zip Code)
(604) 730.8882 (604) 738.4080
(Issuer's Telephone Number) (Issuer's Fax Number)
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Check whether the issuer is not required to file reports pursuant to Section 13
or 15(d) of the Exchange Act. [ ]
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [X]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [X]
As of November 30, 2005, the registrant had 2,500,000 shares of common stock, $.001 par value, issued and outstanding. No market value has been computed based upon the fact that no market has been established at this time.
DOCUMENTS INCORPORATED BY REFERENCE
TABLE OF CONTENTS
PART I
Item 1. Description of Business 1
Item 2. Description of Property 8
Item 3. Legal Proceedings 8
Item 4. Submission of Matters to a Vote of Securities Holders 8
PART II
Item 5. Market for Common Equity, Related Stockholder Matters and
Small Business Issuer Purchases of Equity Securities 8
Item 6. Management's Discussion of Analysis or Plan of Operation 9
Item 7. Financial Statements 12
Item 8. Changes in and Disagreements With Accountants on
Accounting and Financial Disclosure 12
Item 8A. Controls and Procedures 12
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons 13
Item 10. Executive Compensation 15
Item 11. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters 15
Item 12. Certain Relationships and Related Transactions 16
Item13. Exhibits 16
Item 14. Principal Accountant Fees and Services 16
Signatures 17
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PART I
ITEM 1 - DESCRIPTION OF BUSINESS
Principal Products or Services and Markets
GENERAL INFORMATION
We were incorporated in the State of Nevada on December 16, 2003, under the name Panorama Investments Corp. We have voluntarily filed a Form 10-SB with the intention of establishing a fully reporting status with the United States Securities and Exchange Commission.
We are in the development stage, have commenced limited business operations, but have not yet generated substantial revenues or income, and have incurred net operating losses of $29,700 since inception. We are not a "blank check" company, as that term is defined by federal securities laws, as we are conducting business operations, even though we are in the early stages of development and have not yet generated substantial revenues. We have no plans to enter into any business combination, but rather, plan to continue to build and develop our business.
Immediately after incorporation of the Company in December, 2003, a total of 1,000,000 shares were issued to the directors of the Company for gross proceeds of $1,000. In September, 2004 an additional 100,000 shares were issued to an officer and director for $3,000. By November 2004, we raised an additional $42,000 through the sale of 1,400,000 shares in an offering of our securities to the public, pursuant to an exemption provided by Rule 504 of Regulation D, promulgated under the Securities Act of 1933, as amended. The registration statement for the offering was filed and qualified for sale by the Nevada Securities Division. We have never been party to any bankruptcy, receivership or similar proceeding, nor have we undergone any material reclassification, merger, consolidation, or purchase or sale of a significant amount of assets not in the ordinary course of business.
BUSINESS OVERVIEW
The Company intends to supply high quality giftware and specialty items to the North American marketplace. The Company expects to source a large variety of products from all over the world, chosen for their unique qualities, competitive pricing and high demand. The Company has purchased samples of the "Glambelt", a trendy elasticized glittered sequin multi-colored belt that can be worn with jeans to formal wear, and several jewelry items including earrings, necklaces, bracelets, anklets, pendants and hair accessories from the designers. The jewelry is available as separate pieces or in sets. While we have no exclusive contract with the designers, they have produced them for us and have not sold them to anyone else. The belt portion of the Glambelt is not exclusive to the company, but we do provide the designers with ribbon ties that are individually designed by us that are attached to the ends of the belt to create a design that is specific to the company.
The Company will retail its products through their online store which has been established at its website at www.theshopstop.biz which currently features 2,800 products and accepts VISA, MasterCard and American Express payments and ships orders through UPS from our warehouse. We do not have a contract with UPS, if in the future, UPS service is not available we will use other available shipping companies such as Canada Post, DHL or Federal Express. The Company will also
market their products at trade shows, craft shows and home living shows as well as using email marketing campaigns. It will also wholesale its products to small gift shops and stores specializing in specialty items either by selling direct or by consigning products to them.
The expansion of the North American market for the Company's products is unlimited. The intent of the Company is to start with the Canadian market and access the entire North American marketplace through the online storefront at www.theshopstop.biz.
PRODUCT LINE
The Company will feature giftware items from at least two major suppliers (PENNY WHITE CO. and SMC) and intends to augment this with specialty items not readily available in North America. A director of the Company, Serena Tan, has developed business contacts around the globe through her career working for an international airline. Ms. Tan will be increasing the time she devotes to the marketing and promotional aspects of the company by developing her contacts with potential suppliers and clients. The Company intends to use these contacts to supply unique items to the North American marketplace via its electronic storefront at www.theshopstop.biz and small gift shops and other stores. Mr. Bekropoulos will be responsible for maintaining the contacts Ms. Tan has identified, ordering the samples and delivering the product to clients. Recognizing that the fastest growing segments in giftware include home decorative accessories, stationary, greeting cards and paper products, the Company will source specialty items supporting this trend. Similarly, the Company will provide consumers with sought after affordable products, such as flatware, candles and candle accessories, garden art, collectibles, sporting goods, books, CD's and software.
Some specialty products that are initially featured are imported from a Thai
supplier (PENNY WHITE CO. LTD. www.sandstone.in.th), showcasing a group of
modern perception artists working on sandstone housewares and decorative items:
such as, vases, frames, candle holders and table top giftware. The online
storefront currently features products from an eclectic supplier of quality
giftware items, SMC. Another potential supplier identified by the Company is
GLOBAL SOURCES, and the Company has ordered select items from this supplier to
test in the marketplace. The Company has identified a supplier of lush fabrics,
Baisri Creation Company, Ltd. (www.baisrishop.com), to meet the increasing
demand for this specialty item. We have not yet entered into a supply contract
agreement with them. The Company conducted a simple market survey to collect
data directly from our vendors and their consumers on their behaviors,
perceptions, needs, attitudes, and opinions. Based on the findings of this
survey it was determined by management that we needed to expand our product line
to include more quality hand produced products, signed by the designer, which
are not commonly available in mass market stores. Until we determine which
products will be well received by our customers, we do not intend to enter into
any contracts with any suppliers, but rather, will continue to purchase small
samplings of products from each company to establish a product line.
In association with a4sanity, a Western Canada design firm and creator of trendy fashion items, the Company has presented some of its products at the Vancouver Night Market in Chinatown and Richmond. There is no contractual agreement with a4sanity to produce products for us. We may also purchase other items from them to expand our product line in the future. Styled after Asian marketplaces the Vancouver Night Market is held Friday, Saturday and Sunday nights May through September. Merchants close 2 separate blocks to traffic and cover them with booths, tables, and food stalls offering all type of merchandise including garments, accessories and novelties, etc. We will also continue to participate in the New York young designers market (268 Mulberry Street, NY, New York). The
New York young designers market is similar to the Vancouver Market but is known more for being a "buyer's preview" to the fashion industry, introducing new artists, designers, trends and unveiling new product lines. This year Mr. Bekropoulos, one of our director's, has represented the company with a booth at the Vancouver Night Market 9 times and a third party has represented our products twice at the New York young designers market.
SALES & MARKETING
The Company plans on marketing its products both by wholesale and retail in a number of different ways. The Company plans to wholesale or consign its products to small gift shops and stores specializing in specialty items. Several such retail outlets have been identified in Western Canada including QUALITY TREASURES OF THE WILDERNESS INC., OBSESSIONS, BOMBAY, MOTIV, DREAM and THE BLOCK. The Company also plans to retail its products through trade/craft/home living shows and via its recently completed online store.
Using direct sales, the Company has sold and intends to continue selling its products to small gift shops and stores specializing in specialty items such as those listed above and others. As the market for these products is quite competitive the Company feels that it may initially have to offer consignment terms to many of its clients. Our current consignment agreement allows the consignee to sell the goods at a reasonable retail price of their choosing, with the consignee receiving the amount over the wholesale price set by the Company. Once the Company starts to establish its brand name, it feels it will be in a stronger position and will no longer need to offer consignment terms for its products.
The Company plans to attend local trade/craft/home living shows where it will sell its products and build up its database of potential retail and wholesale purchasers. This method will also keep sales costs fairly low; however, as there are not that many such local shows, the amount of sales from this method is not expected to be significant.
The Company hosts an online store at its website, www.theshopstop.biz, where its products can be purchased and shipped. Due to the high cost of shipping, the Company plans to only make its products available in Canada and the United States initially. The Company has developed a friendly interactive web site where consumers can order products, pay for them with their credit card and have the products shipped to them. As Internet usage continues to grow and online purchases become much more commonplace, it is expected that this will become an inexpensive and effective way for the Company to sell its products.
Once the business is established, the Company hopes to expand its sales channels to potentially include sales to small boutique hotels. The Company plans on using many of its sales methods to market its products at the same time as they are featured on its website, www.theshopstop.biz. The Company feels that once it has acquired a new customer, that individual will continue to return and purchase more of the Company's products as opposed to being a one-time purchase.
The Company will use its website not only as an online store, but as a marketing tool as well. The website will contain pictures and information about the products and it will be strategically placed in search engines. The Company plans to drive traffic to its website using direct email marketing campaigns and feature ads in specialty publications, such as Metohos, the in-flight magazine of Olympic Airlines. It is also planning to create banners and have them inserted using Commission Junction, a banner swap exchange program. The program works by other websites hosting the Company's banner and any purchases that are derived from that banner ad will generate commissions for the host website. Commission fees are set by the Company whose banner is displayed. The Company
plans on offering a 10%-20% commission for any sales generated by this method. The Company's products will also be wrapped attractively using techniques used by high-end giftware stores. The Company's website will be prominently displayed on the product wrapping in a tasteful manner.
As Internet usage continues to grow and online purchases become much more commonplace, we are hoping this will become an inexpensive and effective way for us to market and sell our products; however, at this time, we have received no online orders and are monitoring the effectiveness of our current website design. We have submitted our website to the major search engines (AOL, Yahoo, Google, Excite and MSN) in an effort to be listed using "search engine optimization" techniques. These techniques include developing proper title, header and meta tags within our website, using the right "keywords" to attract the right type of products using search engines.
We have secured our on-line presence with Colony One On-Line, an integrated E-business web hosting company. We paid an initial fee of $1,295 for the website and credit card services provided by USA Card Services. We will pay Colony One an annual fee of $59 to continue the service and 2.36% of each credit card sale to USA Card Services. In addition, we may engage the services of an online marketing company that specializes in email marketing campaigns using opt-in email lists. These email lists are not spam, but rather, are lists of customers who have specifically requested information on various topics and/or products. There are many companies that perform this service and we are currently conducting research on them to determine their success ratings, price comparisons and timing to determine which may best suit our marketing targets. At this time, we have not yet chosen an online marketing firm, nor have we contacted or entered into any negotiations with any such firm.
The Company plans to attend trade/craft/home living shows where it will sell and
market its products. Even though the Company does not plan on achieving large
sales from these shows, it feels that they could generate exposure for the
Company's products and help build brand awareness, while directing consumers to
the electronic storefront and building a database of potential retail and
wholesale clients.
We also intend to hire direct sales representatives on a commission only basis
and have commenced interviewing potential sales representatives. Our officers
and directors are presently interviewing sales representatives who will then
expand the marketing of our products to retailers and specialty shops outside of
the Vancouver area.
Currently our consignment/retail sales comprise approximately 90% of our business, with the remaining 10% being generated by internet sales.
As of November 30, 2005 the limited purchases of our promotional products have offset against our promotional supplies expense.
FULFILLMENT AND DISTRIBUTION
We will fulfill all customer orders for Canadian held inventory from our home office in Canada. We will pack the items and then deliver them to UPS, the postal service or other shipping company for distribution to consumers in Canada and the United States. We are committed to shipping accurate orders, efficiently and in a timely manner. Delivery time is currently estimated to be within ten business days from the date of the receipt of the order. We will charge each customer in advance for the shipping costs associated with the order.
CUSTOMER SERVICE
The typical shopping experience begins with the search for products that meet specific needs, including the ordering process and extends through product delivery and post purchase support. We believe that the ability to accurately fulfill orders, ship products quickly to a customer's door and efficiently handle customer inquiries is as important to customer satisfaction as a superior product selection.
We believe that a high level of customer service and support is critical to retaining and expanding a reliable, repeat customer base and for establishing and maintaining a trusted brand name. Accordingly, while we currently do not have the financial resources, nor the need to employ any customer service personnel, we do intend to develop a stringent customer service policy. Currently, management will be available via e-mail, from 8:00 a.m. to 5:00 p.m., EST, Monday through Friday, or via voicemail. We will provide order and shipping confirmations (with tracking numbers) or notifications of out- of-stock items to customers via email. We are dedicated to providing superior customer satisfaction to secure repeat customers.
ADVERTISING
We have been in discussions with Metohos magazine, the official in-flight magazine of Olympic Airlines, regarding advertising and sourcing of our products to a target group of consumers. The magazine has an extensive shopping section that includes products that are similar to our product line. There are currently no contracts or agreements to do so. We have not yet conducted any type of advertising; however, we plan to launch an advertising campaign during January - March 2006 by placing ads in trade magazines, including Metohos magazine. We currently have $5,000 budgeted for the campaign from cash on hand. Once we have launched our marketing campaign we will begin registering our website with several search engines, including Google, Yahoo, MSN and AOL.
COMPETITIVE BUSINESS CONDITIONS AND THE ISSUER'S COMPETITIVE POSITION
Competition for the Company's products comes from several sources. The first being the larger giftware companies who make their products available for the online consumer market such as ParagonGifts.com, SpencerGifts.com, FindGift.com and Amazon.com. The second group ranges from smaller niche-market product suppliers that provide a deeper array of giftware and specialty items within a product category, such as paper products, candles or select fashion items to small specialty stores found in tourist areas and fashion shopping districts.
The primary factors for success for the Company will be its relationships to overseas product suppliers, competitive pricing, desirable products and its ability to market effectively. By focusing on the products with the most rapidly growing demand, the Company will seek to establish, maintain and strengthen its "brand name" by providing consumers with what they are looking for in specialty and giftware items. The Company will ensure that its products are competitively priced and will offer a variety of items. By aggressively focusing on several different sales channels, the Company feels that it will be able to build up its brand name.
GOVERNMENT APPROVAL OF PRINCIPAL PRODUCTS OR SERVICES
We have received our U.S. Federal Employer Identification Number (98-04 17780) and our Nevada Business License (368046176) and have filed our British Columbia provincial registration papers so that we are properly registered to operate and conduct wholesale (wholesale business license number 05-171724) and retail business (retail business license number 05-171726) in the city of Vancouver, British Columbia, Canada where we have established a Canadian office.
EFFECT OF EXISTING OR PROBABLE GOVERNMENT REGULATIONS
Internet Service Regulation- There are currently no definitive laws relating to ecommerce business or online sales of products. It is possible that claims could be made against online e-commerce companies in the future under both US and foreign laws for defamation, libel, invasion of privacy, negligence, copyright or trademark infringement, among others, which could impact the sale of products via the Internet and, specifically, impact our ability to sell products online. Internet Security continues to remain a concern to companies which conduct business via the web; however, with money now exchanging hands in Internet transactions, it is an even greater concern. The potential for viruses which can virtually destroy a system is a distinct possibility and hackers now have the potential technology to wreak havoc on any business operation. Unsecured transactions on the Internet are subject to inspection by just about anyone who knows how to access the information regarding them. As credit card or checking account numbers are being exchanged, the window of opportunity for theft is wide open. Our website service provider, Colony One On-Line, provides security measures for orders from our website. There is no written contract between the Company and Colony One On-Line/USA Card Services as the transaction was done online.
Import regulations - Our Management's research has determined that products imported from China and most of Southeast Asia are covered under the MFN (Most-Favored- Nation) Tariff Treaty. As such, the import tariff rates on the products we import will range between 0-11%, depending on the item. In addition, all imported items will be subject to the Goods and Services Tax (GST), currently 7%, which will be passed on and recovered from the customer at the time of sale. Customs Inspections and Controls - Our imported products will be subject to Canadian Customs inspections and controls. As such, all of our product shipments will be processed at the border point of receipt (e.g., highway, rail, airport, seaport or mail center) or through a customs broker. The delivery carrier will provide an appropriate sales receipt or invoice to the customs inspector that describes the goods and prices of each item in detail, along with a certificate of origin. Once the customs inspector is satisfied the shipment is valid and all products are verified against the packing slip or invoice, the shipment is released to us for pickup.
Because the principle sources of our products, namely specialty gift items, will be from Southeast Asia, changes in policy and restrictions imposed by the Canadian government regarding imports from certain countries could, if implemented, negatively affect our business by:
- Limiting or completely restricting importation from these foreign
countries of certain products;
- Driving up our cost of goods sold so that, in order to generate a
profit, we are forced to increase our retail prices to levels that are
unattractive or unreasonable;
- Driving up the cost of goods sold and potentially causing our costs of
goods to exceed income;
- Increasing tariffs, importation costs and taxes so that it is no
longer economically feasible to purchase and import such items; and
- Imposing cumbersome, lengthy or difficult to follow protocols upon
importers, making it no longer feasible to import these products.
We have discussed the various tariffs and laws associated with importing our intended products with a customs broker and have been advised that there are no prohibitive laws regarding any of our proposed products at this time.
Our management does not believe there are any other existing or probable government regulations could impact our business. However, we could be indirectly affected if our independent suppliers fail to operate in compliance with applicable laws and regulations. We do not control any potential vendors or their labor practices. The violation of labor or other laws by an independent supplier, or the divergence of such a supplier's labor practices from those generally accepted as ethical in the United States, could result in adverse publicity for us and could reduce sales of our products.
EMPLOYEES
We have secured a part-time commission-based sales person as of September 2005. Their participation has been limited due to our small sample of products but we anticipate it increasing in the near future. The commission paid will vary between 15% and 20% based on the product sold. The sales person has had no relationship or affiliation with the company or management.
PATENTS AND TRADEMARKS
We currently have no patents or trademarks, nor do we intend to file for any patent or trademark protection in the future. Our business is based on the import and sale of other companies' products and, as such, no patent or trademark protection is required for the conduct of our business operations. Since we have no patent or trademark rights, unauthorized persons may attempt to copy aspects of our business, including our web site designs, product information and sales mechanics, or to obtain and use information that we regard as proprietary, such as the technology used to operate our web site and web content. Any encroachment upon our proprietary information, including the unauthorized use of our name, the use of a similar name by a competing company or a lawsuit initiated against us for infringement upon another company's proprietary information or improper use of their trademark, may affect our ability to create brand name recognition, cause customer confusion and/or have a detrimental effect on our business. Litigation or proceedings may be necessary in the future to enforce our intellectual property rights, to protect our trade secrets and domain name and/or to determine the validity and scope of the proprietary rights of others. Any such litigation or adverse proceeding could result in substantial costs and diversion of resources and could seriously harm our business operations and/or results of operations.
REPORTS TO SECURITY HOLDERS
We provide an annual report that includes our audited financial information to our shareholders upon written request. We will make our financial information equally available to any interested parties or investors through compliance with the disclosure rules of the Securities Exchange Act of 1934. We will be subject to disclosure filing requirements including filing a Form 10-KSB annually and Form 10-QSB quarterly. In addition, we will file Form 8-K and other proxy and information statements from time to time as required. We do not intend to voluntarily file the above reports in the event our obligation to file such reports is suspended under the Exchange Act.
The public may read and copy any materials that we file with the Securities and Exchange Commission, ("SEC"), at the SEC's Public Reference Room at 100 F Street, N.E., Washington D. C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.
ITEM 2 - DESCRIPTION OF PROPERTY
Panorama Investments Corp. is a Nevada corporation with headquarters in Canada.
Our mailing address is Panorama Investments Corp. Suite 720 - 999 West Broadway
Vancouver, British Columbia, Canada V5Z 1K5 and our telephone number is (604)
730.8882. We currently rent shared office space from MPS Executive Suites which
includes answering services, fax services, reception area and shared office and
boardroom meeting facilities. We pay approximately $140 per month and the office
arrangement is based on a monthly basis. However, there is no rental agreement
at this time. There are currently no proposed programs for the renovation,
improvement or development of the facilities we currently use. We believe that
this arrangement is suitable given the nature of our current operations, and
also believe that we will not need to lease additional administrative offices
for at least the next 12 months. We currently use the home of one of our
officers, Steven Bekropoulos, at no cost to us, to store our promotional supply
inventory; however, at such time as our business expands and this space becomes
insufficient, we will seek to lease larger warehouse space for inventory
storage.
INVESTMENT POLICIES
Our management does not currently have policies regarding the acquisition or sale of real estate assets primarily for possible capital gain or primarily for income. We do not presently hold any investments or interests in real estate, investments in real estate mortgages or securities of or interests in persons primarily engaged in real estate activities.
ITEM 3 - LEGAL PROCEEDINGS
We are not currently involved in any legal proceedings nor do we have any knowledge of any threatened litigation.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
No matters were submitted to a vote of security holders during the year ended November 30, 2005.
PART II
ITEM 5 - MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Our common stock is currently traded on the Pink Sheets under the symbol PICV however, active trading has not yet commenced. We have no plans, proposals, arrangements or understandings with any person with regard to the development of a trading market in any of our securities.
SHARES AVAILABLE UNDER RULE 144
There are currently 1,100,000 shares of common stock that are considered
restricted securities under Rule 144 of the Securities Act of 1933. All
1,100,000 shares are held by our affiliates, as that term is defined in Rule
144(a)(1). At the present time, the resale or transfer of the restricted shares
of Common Stock is not permissible. In general, under Rule 144 as amended, a
person who has beneficially owned and held restricted securities for at least
one year, including affiliates, may sell publicly without registration under the
Securities Act, within any three-month period, assuming compliance with other
provisions of the Rule, a number of shares that do not exceed the greater of(i)
one percent of the common stock then outstanding or, (ii) the average weekly
trading volume in the common stock during the four calendar weeks preceding such
sale. A person who is not deemed an "affiliate" of our Company and who has
beneficially owned shares for at least two years would be entitled to unlimited
re-sales of such restricted securities under Rule 144 without regard to the
volume and other limitations described above.
Our officers and directors, possessing 44% of our voting common stock, control significantly all of our activities and thus, may affect the determination of whether dividends are paid on to our stockholders.
HOLDERS
As of November 30, 2005, we have 2,500,000 Shares of $0.001 par value common stock issued and outstanding held by 35 shareholders of record.
Our transfer agent is Empire Stock Transfer Inc. 7251 West Lake Mead Boulevard, Suite 300, Las Vegas, Nevada 89128 USA Telephone: 702.562.4091.
DIVIDENDS
We have never declared or paid any cash dividends on our common stock. For the foreseeable future, we intend to retain any earnings to finance the development and expansion of our business, and we do not anticipate paying any cash dividends on its common stock. Any future determination to pay dividends will be at the discretion of the Board of Directors and will be dependent upon then existing conditions, including our financial condition and results of operations, capital requirements, contractual restrictions, business prospects, and other factors that the board of directors considers relevant.
ITEM 6 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
We are in the development stage, have commenced limited business operations, but have not yet realized any substantial income and have incurred net operating losses of $29,700 since inception through November 30, 2005. We expect our current cash in the bank of $26,579, plus revenues we expect to derive from business operations to satisfy cash requirements for business operations for at least the next 12 months without having to raise additional funds or seek bank loans.
Our continued operations are dependent upon our ability to generate revenues from operations and/or obtain further financing, if and when needed, through borrowing from banks or other lenders or equity funding. There is no assurance that sufficient revenues can be generated or that additional financing will be
available, if and when required, or on terms favorable to us. If we are unable to generate sufficient revenues and/or obtain financing if and when needed, our current business plans could fail.
We have purchased approximately $2,000 of sample products for test marketing and the limited sales of these products have been offset against our promotional supplies expense. We ordered additional products from several suppliers and received those in August 2005. We used these to fill pending orders, and have begun our marketing campaign with retail outlets to place our products in their stores. During the next 12 months, we intend to spend minimal funds on marketing research and have completed a simple market survey through our retail consignment locations.
We do not intend to purchase any significant property or equipment, nor incur any significant changes in employees during the next 12 months. For the period from inception to November 30, 2005, we had minimal income and incurred net operating losses of $29,700, consisting of general and administrative expenses primarily incurred in connection with the preparation and filing of our registration documents in the State of Nevada; our Form 10SB registration statement; and acquisition of our initial samples/inventory.
Net cash provided by financing activities since inception was $46,000, $42,000 of which were the total proceeds raised in an offering of our securities conducted in the State of Nevada under an exemption provided by Rule 504 of Regulation D of the Securities Act of 1933 and $4,000 of which were the total proceeds raised from the private sale of stock to the officers and directors.
In the event we are unable to generate revenues sufficient for operations, we may need to consider raising additional funds through loans or the sale of additional equity securities for use in our day-to-day operations. Currently, no such loans or equity sales are planned. Our auditors have expressed the opinion that in our current state, there is substantial doubt about our ability to continue as a going concern.
PLAN OF OPERATIONS/MILESTONES
To date, we have accomplished the following milestones in pursuit of our business plans:
1. Obtained office facilities in Vancouver, British Columbia, Canada from our director, Steven Bekropoulos;
2. Mr. Bekropoulos applied for the applicable business licenses including a business license to operate in Canada, as well as obtaining a Canadian federal tax number to collect the federal Goods and Services Tax (GST) on all sales made within Canada;
3. Obtained capital through sales of our common equity. On January 21, 2004 we issued a total of 1,000,000 shares of our $0.001 par value common stock as founder's shares to Nick Bekropoulos (400,000 shares), Steven Bekropoulos (400,000 shares) and Serena Tan (200,000 shares) all of whom were officers and directors. The shares were issued in exchange for cash in the aggregate amount of $1,000. Of the 1,000,000 shares issued, 400,000 are now held by Connie Linder, who purchased them from Nick Bekropoulos on March 8, 2004 for $0.001 per share. In September 2004, 100,000 shares were issued to Steven Bekropoulos for $3,000 cash ($0.03 per share). In November 2004, we completed an offering of shares of common stock in accordance with Regulation D, Rule 504 of the Securities Act, and the registration by qualification of the offering in the State of Nevada. We sold 1,400,000 shares of common stock, par value, at a price of $0.03 per share to 32 investors;
4. Ms. Tan and Mr. Bekropoulos telephoned the sales office of Metohos Magazine, the official in-flight magazine of Olympic Airlines to inquire about the types of products they advertise in their shopping section of the magazine. Discussions also included the type of relationship it would be, either straight advertising or a partnership based relationship wherein the magazine would share in the profitability of the product;
5. Mr. Bekropoulos worked to categorize our website to insure quicker hits and navigation for the large number of products. He streamlined our shopping cart & payment facilities, and designed and programmed our electronic storefront at www. theshopstop.biz;
6. Ms. Linder and Mr. Bekropoulos secured new product, the "Glam belt" and merchandised it at local summer trade shows in Vancouver, Canada and the New York Young Designers Market. Mr. Bekropoulos set up display table and manned the display at the Vancouver shows & subcontracted to a 3rd party to display our product to the shows in New York;
7. Mr. Bekropoulos made telephone and e-mail contact with potential distribution companies in North America through internet sourcing, trade show directory & referrals from suppliers, requesting catalogs and pricing;
8. Mr. Bekropoulos established new consignment/retail accounts by driving in retail districts, approaching the consignment and retail stores introducing them to our products and securing consignment agreements;
9. Mr. Bekropoulos and Ms. Linder hired a part-time consignment based salesperson. They posted job opportunities at local colleges and community centers and spoke to industry professionals interested in additional lines;
10. Sales have commenced and income is being generated from our sample products being offered for sale;
11. Mr. Bekropoulos and Ms. Linder completed a market survey to identify trends. The results of the survey highlighted the desire of the stores and buyers for higher quality, hand produced, signed by designer products that are not commonly available in mass market stores. The cost of the survey was completed within our estimated budget of $1,000; and
12. Based upon the findings of the market survey it was determined that Mr. Bekropoulos should make two trips to attend trade shows to locate potential suppliers in Asia and purchase sample products to evaluate their potential marketability. From October 17-22 he attended the Bangkok International Gift Fair 2005 and from December 2-11 he was at the Thailand Bestbuys 2005 show.
In order to become fully operational and profitable, we will need to achieve each of the milestones outlined below, the cost of which will be paid from cash on hand:
January - March 2006 -- Mr. Bekropoulos and our salesperson will continue retailing via consignment, with the addition of new locations and outlets. Inventory from our current product line may need to be purchased. Mr. Bekropoulos will source new product that was identified at the 2 trade shows he attended. The estimated budget for these purchases is not expected to exceed $3,000.
January - March, 2006 - We will work to secure exclusive rights on appropriate products from the Thailand trade shows for distribution in North America. Our director, Steve Bekropoulos will negotiate the terms at no cost to the company.
January - March, 2006 -- Once the new products we identified to expand our product base arrive from the trade show contacts, we will launch a public advertising campaign, estimated to cost approximately $5,000. Ms. Linder and Ms. Tan will contact an advertising company to assist us in the planning of the campaign. We have not yet identified the advertising company we will use. The potential increase in sales will be supported by additional sales representatives that will be paid on a commission only basis. Concurrently, our website marketing, including Google, Yahoo, MSN and AOL optimization, will begin, the cost of which is estimated to be approximately $1,200.
ITEM 7 - FINANCIAL STATEMENTS
The audited financial statements of Panorama Investments Corp. for the year ended November 30, 2005 which are included in this annual report have been examined by Morgan & Company, Chartered Accountants, and have been so included in reliance upon the opinion of such accountants given upon their authority as an expert in auditing and accounting.
ITEM 8 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL DISCLOSURE
Since inception, the Company has not changed accountants and has utilized the services of Morgan & Company, Chartered Accountants. During that period, there have been no disagreements with the accountants regarding accounting and financial disclosure.
ITEM 8A - CONTROLS AND PROCEDURES
Under the supervision and with the participation of our management, including our principal executive officer and the principal financial officer, we have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were effective such that the material information required to be included in our Securities and Exchange Commission reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, particularly during the period when this report was being prepared.
Additionally, there were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the evaluation date. We have no identified any significant deficiencies or material weaknesses in our internal controls, and therefore there were no corrective actions taken.
PART III
ITEM 9 - DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Each director of the Company is elected by the stockholders to a term of one (1) year and serves until his or her successor is elected and qualified. Each officer of the Company is elected by the Board of Directors to a term of one (1) year and serves until his or her successor is duly elected and qualified, or until he or she is removed from office. The Board of Directors has no nominating, auditing or compensation committees.
The present officers and directors of the Company are set forth below:
Name & Address Age Position -------------- --- -------- Connie Linder 39 President, CEO and Director 3496 W. 10th Avenue Street Vancouver, BC V6R 2E8 Steven Bekropoulos 48 Secretary, Treasurer, CFO and Director 4555 Blenheim Street Vancouver, BC V6L 3A1 Serena Tan 29 Director 12A Pa Mei Village Lantau Island Hong Kong |
Each of the foregoing persons may be deemed a "promoter" of Panorama Investments Corp., as that term is defined in the rules and regulations promulgated under the Securities and Exchange Act of 1933.
Directors hold office until the next annual stockholders' meeting to be held in 2006 or until a successor or successors are elected and appointed.
DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES
Set forth below are summary descriptions containing the name of our directors and officers, all positions and offices held with us, the period during which such officer or director has served as such, and the business and educational experience of each during at least the last five years. No arrangements exist that may result in a change of control of Panorama Investments Corp.
BACKGROUND OF OFFICERS AND DIRECTORS
CONNIE LINDER has been President, CEO and a Director of the Company since March 8, 2004. During 2004 she devoted approximately 2 hours per week to the company. She currently devotes in 2005 approximately 1.5 hours a week to the company. Ms. Linder plans to become more active in the marketing and promotional aspects of
the Company and will devote approximately 20 hours per week to the company as soon as the board of directors determines her increased services are required. Since January, 2001 she has worked as President of her own communications firm, Insight Creative Communications, focusing on integrating economic, social and environmental balance, communication and decision making for private and public companies. From January 2001 to August 2001 Ms. Linder was on maternity leave. From May 2000 to January 2001 she was Chief Financial Officer of Interactive Networking Systems Inc., a privately held company specializing in streaming media, located in Burnaby, BC.
From November 1999 to April 2000 she was Vice- President Finance and Marketing of AssistGlobal Technologies Corp., a private company specializing in facilities management software and consulting, located in Burnaby, BC. From 1998 to November 1999 she was at home caring for a child. From 1995 to 1998 she spent three years with Raymond James in Vancouver, BC, formerly McDermid St. Lawrence Securities, as a financial advisor. From 1994 to 1998 she was CFO and a Director of Churchill Armoured Car, a privately held company located in Vancouver, BC. She is currently serving as Treasurer on the Board of Directors for the Vancouver International Children's Festival. Ms. Linder earned a Bachelor of Arts in Germanic Studies from the University of British Columbia in Vancouver, BC in 1987 and completed her MBA at the same university in 1992. Ms. Linder intends to devote her time as required to the business of the Company.
STEVEN BEKROPOULOS has been the Secretary, Treasurer, CFO and a Director of the Company since inception. During 2004 he devoted approximately 2 hours per week to the company. He currently devotes in 2005 approximately 8 hours a week to the company. Mr. Bekropoulos will devote full time services (40 hours per week) to the Company as soon as the board of directors determines his full time services are required. From June 2003 to present he has owned and operated Old Pros Painting Ltd., a privately held contracting business located in Vancouver, BC. From July 1996 to April 2003 he managed Gator's Sports Pub Ltd., a family owned neighborhood pub located in Calgary, Alberta. From March 2000 to July 2001 he was a Director of Encore Ventures Inc., a mining exploration company that was listed on the OTC BB. Mr. Bekropoulos intends to devote his time as required to the business of the Company.
SERENA TAN has been a Director since the Company's inception. She devotes approximately 1 hour a week to the company. Ms. Tan plans to become more active in the marketing and promotional aspects of the Company and will devote approximately 3 days per month to the company as soon as the board of directors determines her increased services are required. Serena Tan has been working with Cathay Pacific Airlines since 1997 as an airline attendant, specializing in first class. Her excellent communication skills and language fluency in English, Malay and Cantonese led to the development of many business relationships in Asia and other locations. Ms. Tan intends to devote her time as required to the business of the Company.
EMPLOYMENT AGREEMENTS
None of the Company's officers, directors, advisors or key employees are currently party to employment agreements with the Company. The Company has no pension, health, annuity, bonus, insurance, stock options, profit sharing or similar benefit plans; however, the Company may adopt such plans in the future. There are presently no personal benefits available for directors, officers or employees of the Company.
ITEM 10 - EXECUTIVE COMPENSATION
The officers and directors of the Company do not intend to receive cash remuneration or salaries for their efforts unless and until the Company's business operations achieve a net income of $2,500 per month for a period of 3 months, at which time salaries and other remuneration will be established by the Board of Directors, as appropriate.
Summary Compensation Table
Other
Name & annual Restricted All other
principle compen- stock Options LTIP compen-
position Year Salary($) Bonus($) sation($) awards SARs($) Payouts($) sation ($)
-------- ---- --------- -------- --------- ------ ------- ---------- ----------
C. Linder 2004 -0- -0- -0- -0- -0- -0- -0-
President 2005 -0- -0- -0- -0- -0- -0- -0-
S. Bekropoulos 2004 -0- -0- -0- -0- -0- -0- -0-
Secretary 2005 -0- -0- -0- -0- -0- -0- -0-
S. Tan 2004 -0- -0- -0- -0- -0- -0- -0-
Director 2005 -0- -0- -0- -0- -0- -0- -0-
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ITEM 11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth as of the date of this prospectus certain information regarding the beneficial ownership of our common stock by:
1. Each person who is known to us to be the beneficial owner of more than 5%
of the common stock,
2. Each of our directors and executive officers; and
3. All of our directors and executive officers as a group.
Title of Name & Amount & Percent
Class Address Nature of owner Owned
----- ------- --------------- -----
Common Connie Linder 400,000 16%
3496 W. 10th Avenue
Vancouver, BC V6R 2E8
Common Steven Bekropoulos 500,000 20%
4555 Blenheim Street
Vancouver, BC V6L 3A1
Common Serena Tan 200,000 8%
12A Pa Mei Village
Lantau Island, Hong Kong
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Total Shares Owned by Officers & Directors as a Group (3) 1,100,000 44%
Except as otherwise indicated, the persons or entities listed above have sole voting and investment power with respect to all shares of common stock beneficially owned by them, except to the extent such power may be shared with a spouse. No change in control is currently being contemplated.
ITEM 12 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Serena Tan is the spouse of Steven Bekropoulos. Steven Bekropoulos and Nick Bekropoulos are brothers. On January 21, 2004 we issued a total of 1,000,000 shares of our $0.001 par value common stock as founder's shares to Nick Bekropoulos (400,000 shares), Steven Bekropoulos (400,000 shares) and Serena Tan (200,000 shares) all of whom were officers and directors. In September, 2004 100,000 shares were issued to Steven Bekropoulos for $3,000 cash ($0.03 per share).
On March 8, 2004 Connie Linder purchased, in a private transaction, the 400,000 shares held by Nick Bekropoulos for $0.001 per share, the original amount he had paid for his shares. Nick Bekropoulos was a founder of the company but resigned his position after determining he could not devote the amount of time necessary to the company. At that time the Board voted to bring Ms. Linder onboard based on her professional expertise.
The Company has been provided with non-cash services from Mr. Steven Bekropoulos, an officer and director. Accordingly, consulting services have been recorded of $6,000 in 2005 (2004 nil), and additional paid-in capital has been increased by the corresponding amount. The value of the consulting services has been calculated by establishing the fair value of the hourly rate, times the estimated total hours spent by the director. No monetary amount will be paid or exchanged for these services.
ITEM 13 - EXHIBITS
Exhibit 3.1 Articles of Incorporation Exhibit 3.2 Bylaws Exhibit 10.1 Contract with SMC Exhibit 10.2 Consignment Agreement Exhibit 31.1 302 Certification of Chief Executive Officer Exhibit 31.2 302 Certification of Chief Financial Officer Exhibit 32.1 906 Certification of Chief Executive Officer Exhibit 32.2 906 Certification of Chief Financial Officer |
ITEM 14 - PRINCIPAL ACCOUNTANT FEES AND SERVICES
The total fees charged to the company for audit services were $1,580, for audit-related services were $2,110, for tax services were $Nil and for other services were $2,000 during the period from October 31, 2004 to December 31, 2005.
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Panorama Investments Corp.
Date 2/7/06 /s/ Connie Linder
------- ----------------------------------------
By Connie Linder, President, CEO & Director
Date 2/7/06 /s/ Steven Bekropoulos
------- ----------------------------------------
By Steven Bekropoulos, Secretary,
Principal Accounting Officer & Director
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[LETTERHEAD OF MORGAN COMPANY CHARTERED ACCOUNTANTS]
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders
Panorama Investments Corp.
(A development stage company)
We have audited the accompanying balance sheets of Panorama Investments Corp. (a development stage company) as at November 30, 2005 and 2004, and the related statements of operations, cash flows, and stockholders' equity for the year ended November 30, 2005, and for the period from inception, December 16, 2003, to November 30, 2004. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, these financial statements referred to above present fairly, in all material respects, the financial position of the Company as at November 30, 2005 and 2004, and the results of its operations and its cash flows for the periods indicated in conformity with U.S. generally accepted accounting principles.
The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1(c) to the financial statements, the Company has incurred a net loss of $29,100 since inception, has not attained profitable operations and is dependent upon obtaining adequate financing to fulfil its development activities. These factors raise substantial doubt that the Company will be able to continue as a going concern. Management's plans in regard to these matters are also discussed in Note 1(c). The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Vancouver, Canada /s/ "Morgan & Company" February 3, 2006 Chartered Accountants |
PANORAMA INVESTMENTS CORP.
(A Development Stage Company)
BALANCE SHEETS
(Stated in U.S. Dollars)
NOVEMBER 30
2005 2004
-------- --------
ASSETS
CURRENT
Cash $ 26,579 $ 44,983
Prepaid expense 471 --
-------- --------
$ 27,050 $ 44,983
======== ========
LIABILITIES
CURRENT
Accounts payable and accrued liabilities $ 4,750 $ 2,980
Due to shareholder (Note 4) -- 2,450
-------- --------
4,750 5,430
-------- --------
STOCKHOLDERS' EQUITY
SHARE CAPITAL (Note 4)
Authorized:
100,000,000 Common shares, par value $0.001 per share
10,000,000 Preferred shares, par value $0.001 per share
Issued and outstanding:
2,500,000 Common shares 2,500 2,500
ADDITIONAL PAID-IN CAPITAL 49,500 43,500
DEFICIT ACCUMULATED DURING THE DEVELOPMENT STAGE (29,700) (6,447)
-------- --------
22,300 39,553
-------- --------
$ 27,050 $ 44,983
======== ========
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The accompanying notes are an integral part of these financial statements.
PANORAMA INVESTMENTS CORP.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Stated in U.S. Dollars)
CUMULATIVE
PERIOD FROM PERIOD FROM
INCEPTION INCEPTION
YEAR DECEMBER 16 DECEMBER 16
ENDED 2003 TO 2003 TO
NOVEMBER 30 NOVEMBER 30 NOVEMBER 30
2005 2004 2005
----------- ----------- -----------
REVENUE $ -- $ -- $ --
----------- ----------- -----------
EXPENSES
Bank charges 268 -- 268
Consulting fees 7,086 -- 7,086
Filing fees 1,372 1,810 3,182
Office and sundry 2,187 1,917 4,104
Organizational costs -- 840 840
Professional fees 9,675 1,880 11,555
Promotional products 1,382 -- 1,382
Website programming 1,283 -- 1,283
----------- ----------- -----------
23,253 6,447 29,700
----------- ----------- -----------
NET LOSS FOR THE PERIOD $ (23,253) $ (6,447) $ (29,700)
=========== =========== ===========
BASIC AND DILUTED LOSS PER SHARE $ (0.01) $ (0.01)
=========== ===========
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 2,500,000 1,010,143
=========== ===========
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The accompanying notes are an integral part of these financial statements.
PANORAMA INVESTMENTS CORP.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Stated in U.S. Dollars)
CUMULATIVE
PERIOD FROM PERIOD FROM
INCEPTION INCEPTION
YEAR DECEMBER 16 DECEMBER 16
ENDED 2003 TO 2003 TO
NOVEMBER 30 NOVEMBER 30 NOVEMBER 30
2005 2004 2005
-------- -------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period $(23,253) $ (6,447) $(29,700)
ADJUSTMENT TO RECONCILE NET LOSS TO NET CASH USED BY
OPERATING ACTIVITIES
Prepaid expense (471) -- (471)
Accounts payable and accrued liabilities 1,770 2,980 4,750
Due to shareholder (2,450) 2,450 --
Non-cash services from a director 6,000 -- 6,000
-------- -------- --------
(18,404) (1,017) (19,421)
-------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITY
Share capital issued -- 46,000 46,000
-------- -------- --------
NET (DECREASE) INCREASE IN CASH (18,404) (44,983) 26,579
CASH, BEGINNING OF PERIOD 44,983 -- --
-------- -------- --------
CASH, END OF PERIOD $ 26,579 $ 44,983 $ 26,579
======== ======== ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest paid $ -- $ -- $ --
======== ======== ========
Income taxes paid $ -- $ -- $ --
======== ======== ========
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The accompanying notes are an integral part of these financial statements.
PANORAMA INVESTMENTS CORP.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
PERIOD FROM INCEPTION, DECEMBER 16, 2003 TO NOVEMBER 30, 2005
(Stated in U.S. Dollars)
DEFICIT
ACCUMULATED
COMMON STOCK ADDITIONAL DURING THE
--------------------- PAID-IN DEVELOPMENT
SHARES AMOUNT CAPITAL STAGE TOTAL
------ ------ ------- ----- -----
Shares issued for cash at $0.001 1,000,000 $1,000 $ -- $ -- $ 1,000
Shares issued for cash at $0.03 1,500,000 1,500 43,500 -- 45,000
Net loss for the period -- -- -- (6,447) (6,447)
--------- ------ ------- -------- --------
Balance, November 30, 2004 2,500,000 2,500 43,500 (6,447) 39,553
Non-cash services from a director -- -- 6,000 -- 6,000
Net loss for the year -- -- -- (23,253) (23,253)
--------- ------ ------- -------- --------
Balance, November 30, 2005 2,500,000 $2,500 $49,500 $(29,700) $ 22,300
========= ====== ======= ======== ========
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The accompanying notes are an integral part of these financial statements.
PANORAMA INVESTMENTS CORP.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 2005 AND 2004
(Stated in U.S. Dollars)
1. BASIS OF PRESENTATION AND NATURE OF OPERATIONS
a) Organization
The Company was incorporated in the State of Nevada, U.S.A., on December 16, 2003. The Company's principal executive offices are in Vancouver, British Columbia, Canada.
b) Development Stage Activities
The Company has been in the development stage since its formation and has not yet realized any revenues from its planned operations. The Company was formed for the purpose of developing a line of giftware and specialty items. The Company has not commenced business operations. The Company is a development stage company as defined in the Statement of Financial Accounting Standards No. 7.
c) Going Concern
The accompanying financial statements have been prepared assuming the Company will continue as a going concern.
As shown in the accompanying financial statements, the Company has incurred a net loss of $29,700 for the period from inception, December 16, 2003, to November 30, 2005, and has minimal sales. The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the development of its mineral properties. Management has plans to seek additional capital through a public offering of its common stock. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.
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 judgement.
PANORAMA INVESTMENTS CORP.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 2005 AND 2004
(Stated in U.S. Dollars)
2. SIGNIFICANT ACCOUNTING POLICIES (Continued)
The financial statements have, in management's opinion, been properly prepared within reasonable limits of materiality and within the framework of the significant accounting policies summarized below:
a) Organizational and Start Up Costs
Costs of start up activities, including organizational costs, are expensed as incurred.
b) Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses for the reporting period. Actual results could differ from these estimates.
c) Cash
Cash consists of cash on deposit with high quality major financial institutions and, to date, has not experienced losses on any of its balances. The carrying amounts approximated fair market value due to the liquidity of these deposits. For purpose of the balance sheet and statement of cash flows, the Company considers all highly liquid debt instruments purchased with maturity of three months or less to be cash equivalents. At November 30, 2005, the Company had no cash equivalents.
d) Financial Instruments
The Company's financial instruments consist of cash, accounts payable and accrued liabilities, and due to shareholder. Unless otherwise noted, it is management's opinion that this Company is not exposed to significant interest or credit risks arising from these financial instruments. The fair value of these financial instruments approximate their carrying values, unless otherwise noted.
PANORAMA INVESTMENTS CORP.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 2005 AND 2004
(Stated in U.S. Dollars)
2. SIGNIFICANT ACCOUNTING POLICIES (Continued)
e) Foreign Currency Translation
The Company's functional currency is the U.S. dollar. Transactions in foreign currency are translated into U.S. dollars as follows:
i) monetary items at the rate prevailing at the balance sheet date;
ii) non-monetary items at the historical exchange rate;
iii) revenue and expense at the average rate in effect during the
applicable accounting period.
f) Income Taxes
The Company has adopted Statement of Financial Accounting Standards No.
109 - "Accounting for Income taxes" (SFAS 109). This standard requires the
use of an asset and liability approach for financial accounting, and
reporting on income taxes. If it is more likely than not that some portion
or all of a deferred tax asset will not be realized, a valuation allowance
is recognized.
g) Basic and Diluted Loss Per Share
Basic loss per share is calculated using the weighted average number of shares issued and outstanding during the year. Diluted loss per share is calculated using the treasury stock method.
h) New Accounting Standards
Management does not believe that any recently issued, but not yet effective, accounting standard, if currently adopted, could have a material effect on the accompanying financial statements.
3. DUE TO SHAREHOLDER
The balance due to a director and principal shareholder is unsecured and interest free with no specified terms of repayment. During the year ended November 30, 2005, the amount was repaid in full.
PANORAMA INVESTMENTS CORP.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 2005 AND 2004
(Stated in U.S. Dollars)
4. SHARE CAPITAL
During the period ended November 30, 2004, the Company completed a private placement of 1,500,000 common shares at $0.03 per share for gross proceeds of $45,000.
5. INCOME TAX
a) Income Tax Provision
The provision for income taxes differs from the result which would be obtained by applying the statutory income tax rate of 34% (2004 - 34%) to income before income taxes. The difference results from the following items:
2005 2004
------- -------
Computed expected (benefit of) income tax $(7,900) $(2,200)
Increase in valuation allowance 7,900 2,200
------- -------
Income tax provision $ -- $ --
======= =======
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b) Significant components of the Company's deferred income tax assets are as follows:
2005 2004
------- -------
Deferred income tax assets $ 10,100 $ 2,200
Valuation allowance (10,100) (2,200)
-------- --------
Net deferred tax assets $ -- $ --
======== ========
c) The Company has incurred operating losses of approximately $29,700 which,
if unutilized, will expire in 2025. Future tax benefits, which may arise
|
as a result of these losses, have not been recognized in these financial statements, and have been offset by a valuation allowance. The following table lists the fiscal year in which the loss was incurred and the expiration date of the operating loss carry forwards:
PANORAMA INVESTMENTS CORP.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 2005 AND 2004
(Stated in U.S. Dollars)
6. RELATED PARTY TRANSACTIONS
Services Rendered by Related Parties:
The Company has been provided with non-cash services from an officer and director. Accordingly, consulting services have been recorded of $6,000 (2004-$Nil), and additional paid-in capital has been increased by the corresponding amount.
The value of the consulting services has been calculated by establishing the fair value of the hourly rate, times the estimated total hours spent by the director. No monetary amount will be paid or exchanged for these services.
Exhibit 3.1
ARTICLES OF INCORPORATION
OF
PANORAMA INVESTMENTS CORP.
* * * * *
The undersigned, acting as incorporator, pursuant to the provisions of the laws of the State of Nevada relating to private corporations, hereby adopts the following Articles of Incorporation:
ARTICLE ONE .
[NAME].
The name of the corporation is:
PANORAMA INVESTMENTS CORP.
ARTICLE TWO .
[RESIDENT AGENT].
The initial agent for service of process is Nevada Agency and Trust Company, 50 West Liberty Street, Suite 880, City of Reno, County of Washoe, State of Nevada 89501.
ARTICLE THREE .
[PURPOSES].
The purposes for which the corporation is organized are to engage in any activity or business not in conflict with the laws of the State of Nevada or of the United States of America, and without limiting the generality of the foregoing, specifically:
I.
[OMNIBUS].
To have to exercise all the powers now or hereafter conferred by the laws of the State of Nevada upon corporations organized pursuant to the laws under which the corporation is organized and any and all acts amendatory thereof and supplemental thereto.
II.
[CARRYING ON BUSINESS OUTSIDE STATE].
To conduct and carry on its business or any branch thereof in any state or territory of the United States or in any foreign country in conformity with the laws of such state, territory, or foreign country, and to have and maintain in any state, territory, or foreign country a business office, plant, store or other facility.
III.
[PURPOSES TO BE CONTRUED AS POWERS].
The purposes specified herein shall be construed both as purposes and powers and shall be in no wise limited or restricted by reference to, or inference from, the terms of any other clause in this or any other article, but the purposes and powers specified in each of the clauses herein shall be regarded as independent purposes and powers, and the enumeration of specific purposes and powers shall not be construed to limit or restrict in any manner the meaning of general terms or of the general powers of the corporation; nor shall the expression of one thing be deemed to exclude another, although it be of like nature not expressed.
ARTICLE FOUR .
[CAPITAL STOCK].
The corporation shall have authority to issue an aggregate of ONE HUNDRED TEN MILLION (110,000,000) shares of stock divided into two (2) classes of stock as follows for a total capitalization of ONE HUNDRED TEN THOUSAND DOLLARS ($110,000):
(A)
NON-ASSESSABLE COMMON STOCK : SIXTY-FIVE MILLION (100,000,000) shares of COMMON STOCK , Par Value ONE MILL ($0.001) per share and
(B)
PREFERRED STOCK : TEN MILLION (10,000,000) shares of PREFERRED STOCK , Par Value ONE MILL ($0.001) per share.
All capital stock when issued shall be fully paid and non-assessable. No holder of shares
of capital stock of the corporation shall be entitled as such to any pre-emptive or preferential rights to subscribe to any unissued stock, or any other securities which the corporation may now or hereafter be authorized to issue.
The corporation’s capital stock may be issued and sold from time to time for such consideration as may be fixed by the Board of Directors, provided that the consideration so fixed is not less than par value.
Holders of the corporation’s Common Stock shall not possess cumulative voting rights at any shareholders meetings called for the purpose of electing a Board of Directors or on other matters brought before stockholders meetings, whether they be annual or special.
ARTICLE FIVE .
[DIRECTORS].
The affairs of the corporation shall be governed by a Board of Directors of not more than ten (10) nor less than one (1) person. The name and address of the first Board of Directors is:
NAME
ADDRESS
Nikolaos Bekropoulos
20 Woodfield Green S.W.
Calgary, Alberta
Canada T2W 3T9
ARTICLE SIX .
[ASSESSMENT OF STOCK].
The capital stock of the corporation, after the amount of the subscription price per or par value has been paid in, shall not be subject to pay debts of the corporation, and no paid up stock and no stock issued as fully paid up shall ever be assessable or assessed.
ARTICLE SEVEN .
[INCORPORATOR].
The name and address of the incorporator of the corporation is as follows:
NAME
ADDRESS
Amanda Cardinalli
50 West Liberty Street, Suite 880
Reno, Nevada 89501
ARTICLE EIGHT .
[PERIOD OF EXISTENCE].
The period of existence of the corporation shall be perpetual.
ARTICLE NINE .
[BY-LAWS].
The initial By-laws of the corporation shall be adopted by its Board of Directors. The power to alter, amend, or repeal the By-laws, or to adopt new By-laws, shall be vested in the Board of Directors, except as otherwise may be specifically provided in its By-laws.
ARTICLE TEN .
[STOCKHOLDERS’ METTINGS].
Meetings of stockholders shall be held at such place within or without the State of Nevada as may be provided by the By-laws of the corporation. Special meetings of the stockholders may be called by the President or any other executive officer of the corporation, the Board of Directors, or any member thereof, or by the record holder or
holders of at least ten percent (10%) of all shares entitled to vote at the meeting. Any action otherwise required to be taken at a meeting of the stockholders, except election of directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by stockholders having at least a majority of the voting power.
ARTICLE ELEVEN .
[CONTRACTS OF CORPORATION].
No contract or other transaction between the corporation and any other corporation, whether or not a majority of the shares of the capital stock of such other corporation is owned by this corporation, and no act of this corporation shall in any way be affected or invalidated by the fact that any of the directors of this corporation are pecuniarily or otherwise interested in, or are directors or officers of such other corporation. Any director of this corporation, individually, or any firm of which such director may be a member, may be a party to, or may be pecuniarily or otherwise interested in any contract or transaction of the corporation; provided, however, that the fact that he or such firm is so interested shall be disclosed or shall have been known to the Board of Directors of this corporation, or a majority thereof; and any director of this corporation who is also a director of o fficer of such other corporation, or who is so interested, may be counted in determining the existence of a quorum at any meeting of the Board of Directors of this corporation that shall authorize such contract or transaction, and may vote thereat to authorize such contract or transaction, with like force and effect as if he were not such director or officer of such other corporation or not so interested.
ARTICLE TWELVE . [LIABILITY OF DIRECTORS AND OFFICERS.]
No director or officer shall have any personal liability to the corporation or its stockholders for damages for breach of fiduciary duty as a director or officer, except that this Article Twelve shall not eliminate or limit the liability of a director or officer for (i) acts or omissions which involve intentional misconduct, fraud or a knowing violation of law, or (ii) the payment of dividends in violation of the Nevada Revised Statutes.
IN WITNESS WHEREOF , the undersigned incorporator has hereunto affixed her signature at Reno, Nevada this 16 th day of December, 2003.
/s/AMANDA CARDINALLI
-------------------------------------------
AMANDA CARDINALLI
Exhibit 3.2
BYLAWS OF
CONTENTS OF INITIAL BYLAWS
Article
Page
1.00
CORPORATE CHARTER AND BYLAWS
1.01
Corporate Charter Provisions
1
1.02
Registered Agent or Office Requirement
of Filing Changes with Secretary of State
1
1.03
Initial Business Office
1
1.04
Amendment of Bylaws
1
2.00
DIRECTORS AND DIRECTORS MEETINGS
2.01
Action Without Meeting
1
2.02
Telephone Meetings
1
2.03
Place of Meetings
2
2.04
Regular Meetings
2
2.05
Call of Special Meeting
2
2.06
Quorum
2
2.07
Adjournment Notice of Adjourned Meetings
2
2.08
Conduct of Meetings
3
2.09
Powers of the Board of Directors
3
2.10
Board Committees Authority to Appoint
3
2.11
Transactions with Interested Directors
3
2.12
Number of Directors
3
2.13
Term of Office
3
2.14
Removal of Directors
4
2.15
Vacancies
4
2.15(a)
Declaration of Vacancy
4
2.15(b)
Filling Vacancies by Directors
4
2.15(c)
Filling Vacancies by Shareholders
4
2.16
Compensation
4
2.17
Indemnification of Directors and Officers
4
2.18
Insuring Directors, Officers, and Employees
5
3.00
SHAREHOLDERS MEETINGS
3.01
Action Without Meeting
5
3.02
Telephone Meetings
5
3.03
Place of Meetings
5
3.04
Notice of Meetings
5
3.04
Voting List
5
3.05
Votes per Share
6
3.07
Cumulative Voting
6
3.08
Proxies
6
3.09
Quorum
6
3.09(a)
Quorum of Shareholders
6
3.09(b)
Adjourn for Lack or Loss of Quorum
6
3.10
Voting by Voice or Ballot
6
Article Page
3.11
Conduct of Meetings
6
3.12
Annual Meetings
7
3.13
Failure to Hold Annual Meeting
7
3.14
Special Meetings
7
4.00
OFFICERS
4.01
Title and Appointment
7
4.01(a)
Chairman
7
4.01(b)
President
7
4.01(c)
Vice President
4.01(d)
Secretary
8
4.01(e)
Treasurer
8
4.01(f)
Assistant Secretary or
Assistant Treasurer
8
4.02
Removal and Resignation
8
4.03
Vacancies
9
4.04
Compensation
9
5.00
AUTHORITY TO EXECUTE INSTRUMENTS
5.01
No Authority Absent Specific Authorization
9
5.02
Execution of Certain Instruments
9
6.00
ISSUANCE AND TRANSFER OF SHARES
6.01
Classes and Series of Shares
9
6.02
Certificates for Fully Paid Shares
9
6.03
Consideration for Shares
10
6.04
Replacement of Certificates
10
6.05
Signing Certificates Facsimile Signatures
10
6.06
Transfer Agents and Registrars
10
6.07
Conditions of Transfer
10
6.08
Reasonable Doubts as to Right to Transfer
10
7.00
CORPORATE RECORDS AND ADMINISTRATION
7.01
Minutes of Corporate Meetings
11
7.02
Share Register
11
7.03
Corporate Seal
11
7.04
Books of Account
11
7.05
Inspection of Corporate Records
11
7.06
Fiscal Year
11
7.07
Waiver of Notice
12
8.00
ADOPTION OF INITIAL BYLAWS
12
1.01
CORPORATE CHARTER PROVISIONS
The Corporations Charter authorizes one hundred and ten million (110,000,000) shares to be issued. The officers and transfer agents issuing shares of the Corporation shall ensure that the total number of shares outstanding at any given time does not exceed this number. Such officers and agents shall advise the Board at least annually of the authorized shares remaining available to be issued. No shares shall be issued for less than the par value stated in the Charter. Each Charter provision shall be observed until amended by Restated Articles or Articles of Amendment duly filed with the Secretary of State.
1.02
REGISTERED AGENT AND OFFICE REQUIREMENT OF FILING CHANGES WITH SECRETARY OF STATE
The name of the Registered Agent of the Corporation at such address, as set forth in its Articles of Incorporation, is: The Nevada Agency and Trust Company
The Registered Agent or Office may be changed by filing a Statement of Change of Registered Agent or Office or both with the Secretary of State, and not otherwise. Such filing shall be made promptly with each change. Arrangements for each change in Registered Agent or Office shall ensure that the Corporation is not exposed to the possibility of a default judgment. Each successive Registered Agent shall be of reliable character and well informed of the necessity of immediately furnishing the papers of any lawsuit against the Corporation to its attorneys.
1.03
INITIAL BUSINESS OFFICE
The address of the initial principal business office of the Corporation is hereby established as: 4555 Blenheim Street, Vancouver, British Columbia Canada V6L 3A1. The Corporation may have additional business offices within the State of Nevada and where it may be duly qualified to do business outside of Nevada, as the Board of Directors may from time to time designate or the business of the Corporation may require.
1.04
AMENDMENT OF BYLAWS
The Shareholders or Board of Directors, subject to any limits imposed by the Shareholders, may amend or repeal these Bylaws and adopt new Bylaws. All amendments shall be upon advice of counsel as to legality, except in emergency. Bylaw changes shall take effect upon adoption unless otherwise specified. Notice of Bylaws changes shall be given in or before notice given of the first Shareholders' meeting following their adoption.
2.01
ACTION BY CONSENT OF BOARD WITHOUT MEETING
Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, and shall have the same force and effect as a unanimous vote of Directors, if all members of the Board consent in writing to the action. Such consent may be given individually or collectively.
2.02
TELEPHONE MEETINGS
Subject to the notice provisions required by these Bylaws and by the Business Corporation Act, Directors may participate in and hold a meeting by means of conference call or similar communication by which all persons participating can hear each other. Participation in such a meeting shall constitute presence in person at such meeting, except participation for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.
2.03
PLACE OF MEETINGS
Meetings of the Board of Directors shall be held at the business office of the Corporation or at such other place within or without the State of Nevada as may be designated by the Board.
2.04
REGULAR MEETINGS
Regular meetings of the Board of Directors shall be held, without call or notice, immediately following each annual Shareholders' meeting, and at such other regularly repeating times as the Directors may determine.
2.05
CALL OF SPECIAL MEETING
Special meetings of the Board of Directors for any purpose may be called at any time by the President or, if the President is absent or unable or refuses to act, by any Vice President or any two Directors. Written notices of the special meetings, stating the time and place of the meeting, shall be mailed ten days before, or telegraphed or personally delivered so as to be received by each Director not later than two days before, the day appointed for the meeting. Notice of meetings need not indicate an agenda. Generally, a tentative agenda will be included, but the meeting shall not be confined to any agenda included with the notice.
Meetings provided for in these Bylaws shall not be invalid for lack of notice if all persons entitled to notice consent to the meeting in writing or are present at the meeting and do not object to the notice given. Consent may be given either before or after the meeting.
Upon providing notice, the Secretary or other officer sending notice shall sign and file in the Corporate Record Book a statement of the details of the notice given to each Director. If such statement should later not be found in the Corporate Record Book, due notice shall be presumed.
2.06
QUORUM
The presence throughout any Directors' meeting, or adjournment thereof, of a majority of the authorized number of Directors shall be necessary to constitute a quorum to transact any business, except to adjourn. If a quorum is present, every act done or resolution passed by a majority of the Directors present and voting shall be the act of the Board of Directors.
2.07
ADJOURNMENT AND NOTICE OF ADJOURNED MEETINGS
A quorum of the Directors may adjourn any Directors' meeting to meet again at a stated hour on a stated day. Notice of the time and place where an adjourned meeting will be held need not be given to absent Directors if the time and place is fixed at the adjourned meeting. In the absence of a quorum, a majority of the Directors present may adjourn to a set time and place if notice is duly given to the absent members, or until the time of the next regular meeting of the Board.
2.08
CONDUCT OF MEETINGS
At every meeting of the Board of Directors, the Chairman of the Board, if there is such an officer, and if not, the President, or in the President' s absence, a Vice President designated by the President, or in the absence of such designation, a Chairman chosen by a majority of the Directors present, shall preside. The Secretary of the Corporation shall act as Secretary of the Board of Directors' meetings. When the Secretary is absent from any meeting, the Chairman may appoint any person to act as Secretary of that meeting.
2.09
POWERS OF THE BOARD OF DIRECTORS
The business and affairs of the Corporation and all corporate power shall be exercised by or under authority of the Board of Directors, subject to limitations imposed by law, the Articles of Incorporation, any applicable Shareholders' agreement, and these Bylaws.
2.10
BOARD COMMITTEES AUTHORITY TO APPOINT
The Board of Directors may designate an executive committee and one or more other committees to conduct the business and affairs of the Corporation to the extent authorized. The Board shall have the powers at any time to change the powers and membership of, fill vacancies in, and dissolve any committee. Members of any committee shall receive such compensation as the Board of Directors may from time to time provide. The designation of any committee and the delegation of authority thereto shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed by law.
2.11
TRANSACTIONS WITH INTERESTED DIRECTORS
Any contract or other transaction between the Corporation and any of its Directors (or any corporation or firm in which any of its Directors are directly or indirectly interested) shall be valid for all purposes notwithstanding the presence of that Director at the meeting during which the contract or transaction was authorized, and notwithstanding the Directors' participation in that meeting. This section shall apply only if the contract or transaction is just and reasonable to the Corporation at the time it is authorized and ratified, the interest of each Director is known or disclosed to the Board of Directors, and the Board nevertheless authorizes or ratifies the contract or transaction by a majority of the disinterested Directors present. Each interested Director is to be counted in determining whether a quorum is present, but shall not vote and shall not be counted in calc ulating the majority necessary to carry the vote. This section shall not be construed to invalidate contracts or transactions that would be valid in its absence.
2.12
NUMBER OF DIRECTORS
The number of Directors of this Corporation shall be no more than fifteen (15) or less than one (1). No Director need be a resident of Nevada or a Shareholder. The number of Directors may be increased or decreased from time to time by amendment to these Bylaws. Any decrease in the number of Directors shall not have the effect of shortening the tenure, which any incumbent Director would otherwise enjoy.
2.13
TERM OF OFFICE
Directors shall be entitled to hold office until their successors are elected and qualified. Election for all Director positions, vacant or not vacant, shall occur at each annual meeting of the Shareholders and may be held at any special meeting of Shareholders called specifically for that purpose.
2.14
REMOVAL OF DIRECTORS
The entire Board of Directors or any individual Director may be removed from office by a vote of Shareholders holding a majority of the outstanding shares entitled to vote at an election of Directors. However, if less than the entire Board is to be removed, no one of the Directors may be removed if the votes cast against his removal would be sufficient to elect him if then cumulatively voted at an election of the entire Board of Directors. No director may be so removed except at an election of the class of Directors of which he is a part. If any or all Directors are so removed, new Directors may be elected at the same meeting. Whenever a class or series of shares is entitled to elect one or more Directors under authority granted by the Articles of Incorporation, the provisions of this Paragraph apply to the vote of that class or series and not to the vote of the outstanding shares as a whole.
2.15
VACANCIES
Vacancies on the Board of Directors shall exist upon the occurrence of any of the following events: (a) the death, resignation, or removal of any Director; (b) an increase in the authorized number of Directors; or (c) the failure of the Shareholders to elect the full authorized number of Directors to be voted for at any annual, regular, or special Shareholders' meeting at which any Director is to be elected.
2.15(a)
DECLARATION OF VACANCY
A majority of the Board of Directors may declare vacant the office of a Director if the Director: (a) is adjudged incompetent by a court order; (b) is convicted of a crime involving moral turpitude; (c) or fails to accept the office of Director, in writing or by attending a meeting of the Board of Directors, within thirty (30) days of notice of election.
2.15(b)
FILLING VACANCIES BY DIRECTORS
Vacancies other than those caused by an increase in the number of Directors may be filled temporarily by majority vote of the remaining Directors, though less than a quorum, or by a sole remaining Director. Each Director so elected shall hold office until a qualified successor is elected at a Shareholders' meeting.
2.15(c)
FILLING VACANCIES BY SHAREHOLDERS
Any vacancy on the Board of Directors, including those caused by an increase in the number of Directors shall be filled by the Shareholders at the next annual meeting or at a special meeting called for that purpose. Upon the resignation of a Director tendered to take effect at a future time, the Board or the Shareholders may elect a successor to take office when the resignation becomes effective.
2.16
COMPENSATION
Directors shall receive such compensation for their services as Directors as shall be determined from time to time by resolution of the Board. Any Director may serve the Corporation in any other capacity as an officer, agent, employee, or otherwise, and receive compensation therefor.
2.17
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Board of Directors shall authorize the Corporation to pay or reimburse any present or former Director or officer of the Corporation any costs or expenses actually and necessarily incurred by that officer in any action, suit, or proceeding to which the officer is made a party by reason of holding that position, provided, however, that no officer shall receive such indemnification if finally adjudicated therein to be liable for negligence or misconduct in office. This indemnification shall extend to good-faith expenditures incurred in anticipation of threatened or proposed litigation. The Board of Directors may in proper cases, extend the indemnification to cover the good-faith settlement of any such action, suit, or proceeding, whether formally instituted or not.
2.18
INSURING DIRECTORS, OFFICERS, AND EMPLOYEES
The Corporation may purchase and maintain insurance on behalf of any Director, officer, employee, or agent of the Corporation, or on behalf of any person serving at the request of the Corporation as a Director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against any liability asserted against that person and incurred by that person in any such corporation, whether or not the Corporation has the power to indemnify that person against liability for any of those acts.
3.01 ACTION WITHOUT MEETING
Any action that may be taken at a meeting of the Shareholders under any provision of the Nevada Business Corporation Act may be taken without a meeting if authorized by a consent or waiver filed with the Secretary of the Corporation and signed by all persons who would be entitled to vote on that action at a Shareholders' meeting. Each such signed consent or waiver, or a true copy thereof, shall be placed in the Corporate Record Book.
3.02
TELEPHONE MEETINGS
Subject to the notice provisions required by these Bylaws and by the Business Corporation Act, Shareholders may participate in and hold a meeting by means of conference call or similar communication by which all persons participating can hear each other. Participation in such a meeting shall constitute presence in person at such meeting, except participation for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.
3.03
PLACE OF MEETINGS
Shareholders' meetings shall be held at the business office of the Corporation, or at such other place within or without the State of Nevada as may be designated by the Board of Directors or the Shareholders.
3.04 NOTICE OF MEETINGS
The President, the Secretary, or the officer or persons calling a Shareholders' Meeting. shall give notice, or cause it to be given, in writing to each Director and to each Shareholder entitled to vote at the meeting at least ten (10) but not more than sixty (60) days before the date of the meeting. Such notice shall state the place, day, and hour of the meeting, and, in case of a special meeting, the purpose or purposes for which the meeting is called. Such written notice may be given personally, by mail, or by other means. Such notice shall be addressed to each recipient at such address as appears on the Books of the Corporation or as the recipient has given to the Corporation for the purpose of notice. Meetings provided for in these Bylaws shall not be invalid for lack of notice if all persons entitled to notice consent to the meeting in writing or are present at the meeting in person or by proxy and do not object t o the notice given, Consent may be given either before or after the meeting. Notice of the reconvening of an adjourned meeting is not necessary unless the meeting is adjourned more than thirty days past the date stated in the notice, in which case notice of the adjourned meeting shall be given as in the case of any special meeting. Notice may be waived by written waivers signed either before or after the meeting by all persons entitled to the notice.
3.05
VOTING LIST
At least ten (10), but not more than sixty (60), days before each Shareholders' meeting, the officer or agent having charge of the Corporation's share transfer books shall make a complete list of the Shareholders entitled to vote at that meeting or any adjournment thereof, arranged in alphabetical order, with the address and the number of shares held by each. The list shall be kept on file at the Registered Office of the Corporation for at least ten (10) days prior to the meeting, and shall be subject to inspection by any Director, officer, or Shareholder at any time during usual business hours. The list shall also be produced and kept open at the time and place of the meeting and shall be subject, during the whole time of the meeting, to the inspection of any Shareholder. The original share transfer books shall be prima facie evidence as to the Shareholders entitled to examine such list or transfer books or to vote at any meeting of Shareholders. However, failure to prepare and to make the list available in the manner provided above shall not affect the validity of any action taken at the meeting.
3.06 VOTES PER SHARE
Each outstanding share, regardless of class, shall be entitled to one (1) vote on each matter submitted to a vote at a meeting of Shareholders, except to the extent that the voting rights of the shares of any class or classes are limited or denied pursuant to the Articles of Incorporation. A Shareholder may vote in person or by proxy executed in writing by the Shareholder, or by the Shareholder's duly authorized attorney-in-fact.
3.07 CUMULATIVE VOTING
Cumulative voting is expressly forbidden
3.08
PROXIES
A Shareholder may vote either in person or by proxy executed in writing by the Shareholder or his or her duly authorized attorney in fact. Unless otherwise provided in the proxy or by law, each proxy shall be revocable and shall not be valid after eleven (11) months from the date of its execution,
3.09
QUORUM
3.09(a)
QUORUM OF SHAREHOLDERS
As to each item of business to be voted on, the presence (in person or by proxy) of the persons who are entitled to vote a majority of the outstanding voting shares on that matter shall constitute the quorum necessary for the consideration of the matter at a Shareholders' meeting. The vote of the holders of a majority of the shares entitled to vote on the matter and represented at a meeting at which a quorum is present shall be the act of the Shareholders' meeting.
3.09(b)
ADJOURNMENT FOR LACK OR LOSS OF QUORUM
No business may be transacted in the absence of a quorum, or upon the withdrawal of enough Shareholders to leave less than a quorum; other than to adjourn the meeting from time to time by the vote of a majority of the shares represented at the meeting.
3.10
VOTING BY VOICE OR BALLOT
Elections for Directors need not be by ballot unless a Shareholder demands election by ballot before the voting begins.
3.11
CONDUCT OF MEETINGS
Meetings of the Shareholders shall be chaired by the President, or, in the President's absence, a Vice President designated by the President, or, in the absence of such designation, any other person chosen by a majority of the Shareholders of the Corporation present in person or by proxy and entitled to vote. The Secretary of the Corporation, or, in the Secretary's absence, an Assistant Secretary, shall act as Secretary of all meetings of the Shareholders. In the absence of the Secretary or Assistant Secretary, the Chairman shall appoint another person to act as Secretary of the meeting.
3.12
ANNUAL MEETINGS
The time, place, and date of the annual meeting of the Shareholders of the Corporation, for the purpose of electing Directors and for the transaction of any other business as may come before the meeting, shall be set from time to time by a majority vote of the Board of Directors. If the day fixed for the annual meeting shall be on a legal holiday in the State of Nevada, such meeting shall be held on the next succeeding business day. If the election of Directors is not held on the day thus designated for any annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the Shareholders as soon thereafter as possible.
3.13
FAILURE TO HOLD ANNUAL MEETING
If, within any 13-month period, an annual Shareholders' Meeting is not held, any Shareholder may apply to a court of competent jurisdiction in the county in which the principal office of the Corporation is located for a summary order that an annual meeting be held.
3.14 SPECIAL MEETINGS
A special Shareholders' meeting may be called at any time by. (a) the President; (b) the Board of Directors; or (c) one or
more Shareholders holding in the aggregate one-tenth or more of all the shares entitled to vote at the meeting. Such meeting may be called for any purpose. The party calling the meeting may do so only by written request sent by registered mail or delivered in person to the President or Secretary. The officer receiving the written request shall within ten (10) days from the date of its receipt cause notice of the meeting to be sent to all the Shareholders entitled to vote at such a meeting. If the officer does not give notice of the meeting within ten (10) days after the date of receipt of the written request, the person or persons calling the meeting may fix the time of the meeting and give the notice. The notice shall be sent pursuant to Section 3.04 of these Bylaws. The notice of a special Shareholders' meeting must state the purpose or purposes of the meeting and, absent consent of every Shareholder to the specific action taken, shall be lim ited to purposes plainly stated in the notice, notwithstanding other provisions herein.
4.01
TITLE AND APPOINTMENT
The officers of the Corporation shall be a President and a Secretary, as required by law. The Corporation may also have, at the discretion of the Board of Directors, a Chairman of the Board, one or more Vice Presidents, a Treasurer, one or more Assistant Secretaries, and one or more Assistant Treasurers. One person may hold any two or more offices, including President and Secretary. All officers shall be elected by and hold office at the pleasure of the Board of Directors, which shall fix the compensation and tenure of all officers.
4.01(a)
CHAIRMAN OF THE BOARD
The Chairman, if there shall be such an officer, shall, if present, preside at the meetings of the Board of Directors and exercise and perform such other powers and duties as may from time to time be assigned to the Chairman by the Board of Directors or prescribed by these Bylaws.
4.01(b)
PRESIDENT
Subject to such supervisory powers, if any, as may be given to the Chairman, if there is one, by the Board of Directors, the President shall be the chief executive officer of the Corporation and shall, subject to the control of the Board of Directors, have general supervision, direction, and control of the business and officers of the Corporation. The President shall have the general powers and duties of management usually vested in the office of President of a
corporation; shall have such other powers and duties as may be prescribed by the Board of Directors or the Bylaws; and shall be ex officio a member of all standing committees, including the executive committee, if any. In addition, the President shall preside at all meetings of the Shareholders and in the absence of the Chairman, or if there is no Chairman, at all meetings of the Board of Directors.
4.01(c)
VICE PRESIDENT
Any Vice President shall have such powers and perform such duties as from time to time may be prescribed by these Bylaws, by the Board of Directors, or by the President. In the absence or disability of the President, the senior or duly appointed Vice President, if any, shall perform all the duties of the President, pending action by the Board of Directors when so acting, such Vice President shall have all the powers of, and be subject to all the restrictions on, the President.
4.01(d)
SECRETARY
The Secretary shall:
A.
See that all notices are duly given in accordance with the provisions of these Bylaws and as required by law. In case of the absence or disability of the Secretary. or the Secretary's refusal or neglect to act, notice may be given and served by an Assistant Secretary or by the Chairman, the President, any Vice President, or by the Board of Directors.
B.
Keep the minutes of corporate meetings, and the Corporate Record Book, as set out in Section 7.01 hereof.
C.
Maintain, in the Corporate Record Book, a record of all share certificates issued or canceled and all shares of the Corporation canceled or transferred.
D.
Be custodian of the Corporation's records and of any seal, which the Corporation may from time to time adopt. when the Corporation exercises its right to use a seal, the Secretary shall see that the seal is embossed on all share certificates prior to their issuance and on all documents authorized to be executed under seal in accordance with the provisions of these Bylaws.
E.
In general, perform all duties incident to the office of Secretary, and such other duties as from time to time may be required by Sections 7.01, 7.02, and 7.03 of these Bylaws, by these Bylaws generally, by the Board of Directors, or by the President.
4.01(e)
TREASURER
The Treasurer shall:
F.
Have charge and custody of, and be responsible for, all funds and securities of the Corporation, and deposit all funds in the name of the Corporation in those banks, trust companies, or other depositories that shall be selected by the Board of Directors.
G.
Receive, and give receipt for, monies due and payable to the Corporation.
H.
Disburse or cause to be disbursed the funds of the Corporation as may be directed by the Board of Directors, taking proper vouchers for those disbursements.
I.
If required by the Board of Directors or the President, give to the Corporation a bond to assure the faithful performance of the duties of the Treasurer's office and the restoration to the Corporation of all corporate books, papers, vouchers, money, and other property of whatever kind in the Treasurer's possession or control, in case of the Treasurer' s death, resignation, retirement, or removal from office. Any such bond shall be in a sum satisfactory to the Board of Directors, with one or more sureties or a surety company satisfactory to the Board of Directors.
J.
In general, perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to the Treasurer by Sections 7.O4 and 7.05 of these Bylaws, by these Bylaws generally, by the Board of Directors, or by the President.
4.01(f)
ASSISTANT SECRETARY AND ASSISTANT TREASURER
The Assistant Secretary or Assistant Treasurer shall have such powers and perform such duties as the Secretary or Treasurer, respectively, or as the Board of Directors or President may prescribe. In case of the absence of the Secretary or Treasurer, the senior Assistant Secretary or Assistant Treasurer, respectively, may perform all of the functions of the Secretary or Treasurer.
4.02
REMOVAL AND RESIGNATION
Any officer may be removed, either with or without cause, by vote of a majority of the Directors at any regular or special meeting of the Board, or, except in case of an officer chosen by the Board of Directors, by any committee or officer upon whom that power of removal may be conferred by the Board of Directors. Such removal shall be without prejudice to the contract rights, if any, of the person removed. Any officer may resign at any time by giving written notice to the Board of Directors, the President, or the Secretary of the Corporation. Any resignation shall take effect on the date of the receipt of that notice or at any later time specified therein, and, unless otherwise specified therein, the acceptance of that resignation shall not be necessary to make it effective.
4.03
VACANCIES
Upon the occasion of any vacancy occurring in any office of the Corporation, by reason of death, resignation, removal, or otherwise, the Board of Directors may elect an acting successor to hold office for the unexpired term or until a permanent successor is elected.
4.04
COMPENSATION
The compensation of the officers shall be fixed from time to time by the Board of Directors, and no officer shall be prevented from receiving a salary by reason of the fact that the officer is also a Shareholder or a Director of the Corporation, or both.
5.01
NO AUTHORITY ABSENT SPECIFIC AUTHORIZATION
These Bylaws provide certain authority for the execution of instruments. The Board of Directors, except as otherwise provided in these Bylaws, may additionally authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or
confined to specific instances. Unless expressly authorized by these Bylaws or the Board of Directors, no officer, agent, or employee shall have any power or authority to bind the Corporation by any contract or engagement nor to pledge its credit nor to render it peculiarly liable for any purpose or in any amount.
5.02
EXECUTION OF CERTAIN INSTRUMENTS
Formal contracts of the Corporation, promissory notes, deeds, deeds of trust, mortgages, pledges, and other evidences of indebtedness of the Corporation, other corporate documents, and certificates of ownership of liquid assets held by the Corporation shall be signed or endorsed by the President or any Vice President and by the Secretary or the Treasurer, unless otherwise specifically determined by the Board of Directors or otherwise required by law.
6.01 CLASSES AND SERIES OF SHARES
The Corporation may issue one or more classes or series of shares, or both. Any of these classes or series may have full, limited, or no voting rights, and may have such other preferences, rights, privileges, and restrictions as are stated or authorized in the Articles of Incorporation. All shares of any one class shall have the same voting, conversion, redemption, and other rights, preferences, privileges, and restrictions, unless the class is divided into series, If a class is divided into series, all the shares of any one series shall have the same voting, conversion, redemption, and other. rights, preferences, privileges, and restrictions. There shall always be a class or series of shares outstanding that has complete voting rights except as limited or restricted by voting rights conferred on some other class or series of outstanding shares.
6.02
CERTIFICATES FOR FULLY PAID SHARES
Neither shares nor certificates representing shares may be issued by the Corporation until the full amount of the consideration has been received when the consideration has been paid to the Corporation, the shares shall be deemed to have been issued and the certificate representing the shares shall be issued to the shareholder.
6.03
CONSIDERATION FOR SHARES
Shares may be issued for such consideration as may be fixed from time to time by the Board of Directors, but not less than the par value stated in the Articles of Incorporation. The consideration paid for the issuance of shares shall consist of money paid, labor done, or property actually received, and neither promissory notes nor the promise of future services shall constitute payment nor partial payment for shares of the Corporation.
6.04
REPLACEMENT OF CERTIFICATES
No replacement share certificate shall be issued until the former certificate for the shares represented thereby shall have been surrendered and canceled, except that replacements for lost or destroyed certificates may be issued, upon such terms, conditions, and guarantees as the Board may see fit to impose, including the filing of sufficient indemnity.
6.05
SIGNING CERTIFICATES-FACSIMILE SIGNATURES
All share certificates shall be signed by the officer(s) designated by the Board of Directors. The signatures of the foregoing officers may be facsimiles. If the officer who has signed or whose facsimile signature has been placed on the certificate has ceased to be such officer before the certificate issued, the certificate may be issued by the Corporation with the same effect as if he or she Ire such officer on the date of its issuance.
6.06
TRANSFER AGENTS AND REGISTRARS
The Board of Directors may appoint one or more transfer agents or transfer clerks, and one or more registrars, at such times and places as the requirements of the Corporation may necessitate and the Board of Directors may designate. Each registrar appointed, if any, shall be an incorporated bank or trust company, either domestic or foreign.
6.07
CONDITIONS OF TRANSFER
The party in whose name shares of stock stand on the books of the Corporation shall be deemed the owner thereof as regards the Corporation, provided that whenever any transfer of shares shall be made for collateral security, and not absolutely, and prior written notice thereof shall be given to the Secretary of the Corporation, or to its transfer agent, if any, such fact shall be stated in the entry of the transfer.
6.08
REASONABLE DOUBTS AS TO RIGHT TO TRANSFER
When a transfer of shares is requested and there is reasonable doubt as to the right of the person seeking the transfer, the Corporation or its transfer agent, before recording the transfer of the shares on its books or issuing any certificate there for, may require from the person seeking the transfer reasonable proof of that person's right to the transfer. If there remains a reasonable doubt of the right to the transfer, the Corporation may refuse a transfer unless the person gives adequate security or a bond of indemnity executed by a corporate surety or by two individual sureties satisfactory to the Corporation as to form, amount, and responsibility of sureties. The bond shall be conditioned to protect the Corporation, its officers, transfer agents, and registrars, or any of them, against any loss, damage, expense, or other liability for the transfer or the issuance of a new certificate for shares.
7.01
MINUTES OF CORPORATE MEETINGS
The Corporation shall keep at the principal office, or such other place as the Board of Directors may order, a book recording the minutes of all meetings of its Shareholders and Directors, with the time and place of each meeting, whether such meeting was regular or special, a copy of the notice given of such meeting, or of the written waiver thereof, and, if it is a special meeting, how the meeting was authorized. The record book shall further show the number of shares present or represented at Shareholders' meetings, and the names of those present and the proceedings of all meetings.
7.02
SHARE REGISTER
The Corporation shall keep at the principal office, or at the office of the transfer agent, a share register showing the names of the Shareholders, their addresses, the number and class of shares issued to each, the number and date of issuance of each certificate issued for such shares, and the number and date of cancellation of every certificate surrendered for cancellation. The above information may be kept on an information storage device such as a computer, provided that the device is capable of reproducing the information in clearly legible form. If the Corporation is taxed under Internal Revenue Code Section 1244 or Subchapter S, the Officer issuing shares shall maintain the appropriate requirements regarding issuance.
7.03
CORPORATE SEAL
The Board of Directors may at any time adopt, prescribe the use of, or discontinue the use of, such corporate seal as it deems desirable, and the appropriate officers shall cause such seal to be affixed to such certificates and documents as the Board of Directors may direct.
7.04
BOOKS OF ACCOUNT
The Corporation shall maintain correct and adequate accounts of its properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, surplus, and shares. The corporate bookkeeping procedures shall conform to accepted accounting practices for the Corporation's business or businesses. subject to the foregoing, The chart of financial accounts shall be taken from, and designed to facilitate preparation of, current corporate tax returns. Any surplus, including earned surplus, paid-in surplus, and surplus arising from a reduction of stated capital, shall be classed by source and shown in a separate account. If the Corporation is taxed under Internal Revenue Code Section 1244 or Subchapter S, the officers and agents maintaining the books of account shall maintain the appropriate requirements.
7.05
INSPECTION OF CORPORATE RECORDS
A Director or Shareholder demanding to examine the Corporation's books or records may be required to first sign an affidavit that the demanding party will not directly or indirectly participate in reselling the information and will keep it confidential other than in use for proper purposes reasonably related to the Director's or Shareholder's role. A Director who insists on examining the records while refusing to sign this affidavit thereby resigns as a Director.
7.06
FISCAL YEAR
The fiscal year of the Corporation shall be as determined by the Board of Directors and approved by the Internal Revenue Service. The Treasurer shall forthwith arrange a consultation with the Corporation's tax advisers to determine whether the Corporation is to have a fiscal year other than the calendar year. If so, the Treasurer shall file an election with the Internal Revenue Service as early as possible, and all correspondence with the IRS, including the application for the Corporation's Employer Identification Number, shall reflect such non-calendar year election.
7.07 WAIVER OF NOTICE
Any notice required by law or by these Bylaws may be waived by execution of a written waiver of notice executed by the person entitled to the notice. The waiver may be signed before or after the meeting.
The Board of Directors adopted the foregoing bylaws on January 9, 2004
/s/ Steven Bekropoulos
Director, Secretary, Treasurer
Attested to, and certified by: Steven Bekropoulos, Secretary
Exhibit 10.1
SMC STANDARD MEMBERSHIP RULES
Please carefully read these Standard Membership Rules for Specialty Merchandise Corporation (SMC), which apply to all SMC members. If you do not wish to comply with these Rules, you should immediately cancel your membership in accordance with Section 4 below.
1. MEMBERSHIP. Subject to your compliance with these Rules and payment of the membership fees you agreed to when joining SMC, you will have a membership with SMC including the right to purchase merchandise from SMC.
2. REGISTRATION. You agree to provide us with accurate and complete information, including your legal name, address and telephone number. All information will be subject to the standard SMC Privacy Policy. You warrant that any credit card or bank account information you provide is accurate and that you have the right to use the account.
3. RENEWAL FEES. For an annual renewal fee (which is currently $39.95 but may be increased at any time at SMC's discretion) you will be entitled to receive updated catalogs, price lists and other information available to SMC members. We reserve the right to change prices or institute new fees at any time. The renewal fee will be automatically charged each year at the end of the month of your anniversary to the credit card or bank account used to pay your initial membership fee, unless you specify otherwise by calling Member Support at 1-800-345-4SMC.
4. CANCELLATION. If you cancel and return your membership materials within 30 days of joining SMC, you are eligible for a full refund of your membership fees (excluding shipping and handling). Call toll free 1-877-523-9088 for easy return instructions. If you cancel after 30 days, you will remain responsible for any remaining membership fees until paid in full.
5. SUSPENSION. You are responsible for all charges incurred, including your initial membership fee in accordance with the payment plan you agreed to when joining, your annual renewal fee, and payment for any merchandise or materials you order from SMC. If you fail to pay for any purchases from SMC, or if your account is delinquent, your account may be suspended or canceled at SMC's sole discretion. Your account may be suspended if you become inactive or do not place at least one order per year. If your account is suspended you may reactivate your account by paying an activation fee (which is currently $54.95 plus shipping and handling but may be increased at any time at SMC's discretion).
6. TERMINATION. SMC may immediately terminate your membership if you breach any provision of these Rules, engage in any prohibited activities or aid and abet
anyone listed in a Fraud Alert, or if you fail to pay any fees or charges when due. SMC also reserves the right to terminate any membership upon refund of the most recent annual fee. If your membership is terminated for any reason other than non-payment, you may not rejoin SMC, either directly of through another person. The provisions of Sections 8 through 21 will survive termination.
7. COMMUNICATION. Throughout the course of your membership, SMC may contact you for administrative and promotional reasons by mail, email and telephone, including pre-recorded messages. You may be able to opt out of some of these communication channels by calling Member Support, or in the case of email by using the "Opt out" function provided with each mailing.
8. PROHIBITED ACTIVITIES. You may not directly or indirectly (a) use the names SMC or Specialty Merchandise in the conduct of your business, (b) infringe on any SMC trade names, trademarks or copyrights, (c) contact or solicit other SMC members, (d) use your SMC membership in any manner or for any purpose other than selling SMC products, (e) distribute SMC products outside authorized sales channels, (f) engage in any unlawful, unfair or deceptive business practice, (g) fail to conduct your business in an honest and ethical manner, (h) engage in any abusive, tortious or unprofessional language or conduct, (i) violate any applicable law or regulation, (j) compete against SMC or its affiliates, (k) do anything to harm SMC, its affiliates or other members, or degrade SMC's goodwill or reputation, or (l) do business with any person who does any of the foregoing or is listed in a Fraud Alert.
9. COMPLIANCE. You are solely responsible for all aspects of operating your business. You agree to comply with all applicable federal, state and local laws, ordinances and regulations in connection with the operation of your business and the sale and marketing of our products. You agree to comply with any manufacturer's restrictions on the sale of their products. You agree to indemnify and defend SMC from any claims or demands in connection with your negligence, misconduct or violation of any laws.
10. TAXES. You are solely responsible for calculating, collecting, withholding, reporting and paying any and all applicable taxes, duties and levies, including without limitation states and local sales and use taxes, and federal and state income taxes.
11. TRADEMARKS AND COPYRIGHTS. You may not use the names SMC or Specialty Merchandise, the SMC logo or any other trademarks or trade names of SMC or its affiliates, or any confusingly similar names, in any manner. You may not use the name or likeness of any SMC spokesperson, employee or other member. You may not copy or link to www.SMCorp.com or any other website of SMC or its affiliates. You may not copy or use any copyrighted text, graphics, CD-ROM or online content
of SMC or its affiliates. You may only copy or use designated SMC product descriptions, product photographs, and .jpg files on your website to advertise products you purchased from SMC for sale to your customers, and not in any other manner or for any other purpose. You may not delegate or authorize any other person do so, whether on your behalf or otherwise.
12. WARRANTY EXCLUSION. SMC IS NOT LIABLE FOR ANY LOSSES, COSTS OR DAMAGES ARISING DIRECTLY OR INDIRECTLY FROM YOUR MEMBERSHIP, THE SERVICES WE PROVIDE OR THE SALE OF OUR PRODUCTS. NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE IS GIVEN OR ASSUMED BY SMC OR ITS AFFILIATES, AND ALL SUCH WARRANTIES, REPRESENTATIONS AND TERMS ARE HEREBY DISCLAIMED AND EXPRESSLY EXCLUDED. NO ADVICE OR INFORMATION GIVEN BY SMC OR ANY OF OUR REPRESENTATIVES SHALL CREATE ANY WARRANTY.
13. DAMAGE LIMITATION. OUR CUMULATIVE LIABILITY TO YOU FOR ANY AND ALL CLAIMS RELATING TO OR ARISING OUT OF YOUR MEMBERSHIP SHALL NOT EXCEED THE TOTAL AMOUNT OF THE MEMBERSHIP FEES YOU HAVE PAID TO US WITHIN THE PRIOR YEAR. SMC AND ITS AFFILIATES SHALL IN NO EVENT BE LIABLE FOR ANY PUNITIVE OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF ANY EXCLUSIVE REMEDY PROVIDED FOR IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE.
14. NOTICE OF CLAIMS. You will promptly notify us in writing if any third party makes any claim of infringement of any copyright, trademark or patent. If in our judgment the sale or use of any SMC products may be found to infringe the property rights of a third party or presents a consumer safety hazard, we may, at our option, require you to return the infringing products for a merchandise credit or exchange.
15. NO AGENCY. You agree and acknowledge that you and SMC have an independent business relationship. Nothing about your membership or provided for in these Rules shall be deemed to create a partnership, franchise, joint venture or agency, and neither party is the other's partner, franchisee, employee, agent or representative. You will not state, imply or hold yourself out to anyone as being associated, affiliated with or endorsed by SMC, and have no right to obligate or bind SMC in any manner whatsoever.
16. THIRD-PARTIES. These Rules are intended and agreed to be solely for the benefit of you and SMC and its affiliates, and no other party shall accrue any benefit, claim or right of any kind whatsoever hereunder.
17. ARBITRATION. Any controversy, dispute or claim of any nature whatsoever arising out of, in connection with or in relation to your SMC membership or these Rules, or involving you and SMC, including the issue or arbitrability of any such claims, will be resolved by binding arbitration before a retired judge at JAMS in Los Angeles, California. If you are not a resident of the United States, the UNCITRAL Arbitration Rules shall apply and JAMS will be the appointing authority. The prevailing party will be awarded all costs and expenses, including without limitation all arbitration, expert witness and attorney fees, costs and expenses.
18. CALIFORNIA LAW. Your membership is deemed to be entered into and performed in Los Angeles, California. These Rules shall be governed by and construed in accordance with the laws of the State of California without regard to conflicts of law provisions. You consent to exclusive personal jurisdiction and venue in Los Angeles County, California, and agree that it shall be the sole forum and venue for any and all disputes involving SMC.
19. MISCELLANEOUS. If one or more provisions of these Rules shall be held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not be construed as a waiver. Neither your membership, these Rules, nor any of your rights or obligations thereunder may be assigned, transferred or delegated to any third party without SMC's prior written consent.
20. AMENDMENTS. The Rules may be revised or amended by SMC at any time in its sole discretion, by posting the revised Rules at www.SMCorp.com, and the amended Rules will become effective 30 days after posting. No SMC business coach or sales representative may modify or waive any of these Rules, except in writing signed by the President of SMC.
21. ENTIRE AGREEMENT. The agreement you entered into when you joined SMC, the SMC Privacy Policy, Terms of Use and these Rules constitute the complete agreement between you and SMC, and supersede any other promise, representation or agreement, whether written or oral.
Exhibit 10.2
CONSIGNMENT AGREEMENT
Dated this ______ day of _______, 2005.
Between Panorama Investments Corp. and _________________________________________
Of (address) ___________________________________________________________________
Telephone number ____________________________ ID ______________________________
This is to certify that the undersigned agrees to sell the following goods supplied by Panorama Investments Corp. on consignment. The wholesale price of the goods is listed below and the consignee agrees to sell the goods at a reasonable retail price of his choosing, with the consignor receiving the wholesale price for every product sold at the end of each day.
The consignee also agrees that they will be responsible for all goods left in their care to sell from theft or damage. The merchandise will be counted and listed below when left with the consignee. And the consignee agrees to pay for all merchandise not returned to the consignor at the end of the day when the items are picked up and counted again.
ITEMS RECEIVED UNDER CONSIGNMENT
Signature ____________________ Total Amount Due _________________
EXHIBIT 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT
I, Connie Linder, certify that:
1. I have reviewed this annual report on Form 10-KSB of Panorama Investments Corp.;
2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the period presented in this annual report;
4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a. designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b. evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c. presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. I have disclosed, based on my most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
a. all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b. any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
IN WITNESS WHEREOF, the undersigned has executed this certification as of the 7th day of February, 2006.
/s/ Connie Linder ------------------------------ Chief Executive Officer |
EXHIBIT 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT
I, Steven Bekropoulos, certify that:
1. I have reviewed this annual report on Form 10-KSB of Panorama Investments Corp.;
2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the period presented in this annual report;
4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a. designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b. evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c. presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. I have disclosed, based on my most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
a. all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b. any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
IN WITNESS WHEREOF, the undersigned has executed this certification as of the 7th day of February, 2006.
/s/ Steven Bekropoulos ------------------------------- Chief Financial Officer |
Exhibit 32.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Panorama Investments Corp. (the "Company") on Form 10-KSB for the year ending November 30, 2005 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Connie Linder, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. ss.1350, as adopted pursuant to ss.906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
IN WITNESS WHEREOF, the undersigned has executed this certification as of the 7th day of February, 2006.
/s/ Connie Linder -------------------------- Chief Executive Officer |
Exhibit 32.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Panorama Investments Corp. (the "Company") on Form 10-KSB for the period ending November 30, 2005 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Steven Bekropoulos, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. ss.1350, as adopted pursuant to ss.906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
IN WITNESS WHEREOF, the undersigned has executed this certification as of the 7th day of February, 2006.
/s/ Steven Bekropoulos -------------------------------- Chief Financial Officer |