Michael A. Littman
Attorney at Law
7609 Ralston Road
Arvada, CO 80002
(303) 422-8127
Fax (303) 431-1567
July 2, 2010
Ms. Jan Woo
Securities and Exchange Commission
One Station Place
100 F Street, NE
Washington DC 2549
Re: Online Originals, Inc.
Preliminary Information Statement on Schedule 14C
Filed June 25, 2010
File No. 000-53230
Dear Ms. Woo:
We received your letter dated June 28, 2010. We have filed an amended
Information Statement on Schedule 14C that reflects your comments. Our response
to your comments follows.
Proposal #1, page 5
- -------------------
COMMENT #1: You state that the company is changing its name to
CREENERGY Corporation to "convey a sense of the company's new business focus."
Please disclose the new business focus of the company.
RESPONSE: We have added language on page 6 to expand on the Company's
new business focus.
Proposal #2, page 6
- -------------------
COMMENT #2: Please expand your disclosure to include a table that shows
before and after completion of the stock split (i) the number of shares
authorized; (ii) the number of shares authorized and reserved for issuance, and
(iii) the number of shares authorized but unissued.
Ms. Jan Woo
Securities and Exchange Commission
July 2, 2010
Page 2
RESPONSE: We have added columns to the existing table to provide the
information you require.
COMMENT #3: You state that you intend to file an application with the
Financial Industry Regulatory Authority (FINRA) to have your common stock traded
on the over the counter market. According to your Form 10-K for the fiscal year
ended November 30, 2009, your common stock is already quoted on the OTCBB under
the symbol "OLOI." Please explain. Further, we understand that a market maker
must sponsor the security and demonstrate compliance with Rule 15c2-11 under the
Securities Exchange Act of 1934 before quotations for that issuer's securities
may begin on the OTCBB. Please note that issuers cannot apply to have their
securities quoted on the OTCBB, which is an electronic quotation medium for
subscribing market makers to reflect market making interest in eligible
securities, and references to an application by the company is not appropriate.
RESPONSE: We have deleted this language as it was inadvertently includ-
ed in the Information Statement.
COMMENT #4: You state on page 6 that, after the forward stock split,
the number of your authorized shares will remain unchanged. However, we note
that in this information statement you are proposing to increase the number of
authorized shares of common stock from 75,000,000 to 675,000,000. Further, your
disclosure on pages 6-7 regarding "newly available shares" suggests that the
authorized shares will increase. Please revise to state that the authorized
shares will increase as a result of proposal #3.
RESPONSE: We have revised the language to state that the authorized
shares will increase as a result of proposal #3.
COMMENT #5: Please tell us if you plan to append the amendment to the
articles of incorporation to the information statement sent to your
shareholders.
RESPONSE: We do not plan to append the amendment to the Articles of
Incorporation to the Information Statement mailed to the shareholders, as the
amendment will not be accepted by the Secretary of State until twenty days after
the mailing have elapsed, per the SEC rule. However, the Company will file an
8-K once the amendment to the Articles of Incorporation have been filed.
Ms. Jan Woo
Securities and Exchange Commission
July 2, 2010
Page 3
Proposal #3, page 9
- -------------------
COMMENT #6: Please revise the last paragraph of this section to state
the number of votes required for shareholders to approve the proposal to
authorize additional common shares, rather than the number of votes required for
shareholders to approve the forward stock split.
RESPONSE: We have revised the last paragraph of this section to state
the number of votes required for shareholders to approve the proposal to
authorize additional common shares.
COMMENT #7: It appears that the disclosure on page 7 regarding "future
dilutive transactions" is more appropriate under proposal #3. Please explain the
significance of the disclosure to proposal #2 or revise.
RESPONSE: We have moved the disclosure regarding "future dilutive trans
- -actions" to proposal #3.
The Company will file, separately, a Tandy letter per your request.
We believe the amendments and our responses are adequate to satisfy
your comments and provide proper disclosure to the public.
Sincerely,
Michael A. Littman
MAL:jb
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C INFORMATION STATEMENT
AMENDMENT #1
Reg.ss.240.14c-101
Information Statement Pursuant to Section 14(c) of the Securities Exchange Act
of 1934
Check the appropriate box:
[X] Preliminary Information Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
[_] Definitive Information Statement
ONLINE ORIGINALS, INC.
----------------------
(Name of Registrant as Specified In Its Charter)
Not Applicable
(Name of Person(s) Filing Information Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
2
ONLINE ORIGINALS, INC.
2020 Sherwood Park, Suite 57113
AB, T8A 3H9, Canada
WE ARE NOT ASKING YOU FOR A PROXY, AND YOU
ARE NOT REQUESTED TO SEND US A PROXY.
To the Shareholders of Online Originals, Inc.:
This information statement is being provided on behalf of the board of
directors (the "Board") of Online Originals, Inc. (the "Company") to record
holders of shares of our common stock ("Shareholders") as of the close of
business on the record date of _____________, 2010. This information statement
provides notice that the Board has recommended, and holders of a majority of the
voting power of our outstanding common stock have voted, to approve the
following items:
PROPOSAL 1: To authorize the Company to change the name to CREENERGY
CORPORATION. (Requires an amendment to our Articles of Incorporation.)
PROPOSAL 2: To authorize a forward split of the common stock issued and
outstanding on a thirty (30) new shares for one (1) old shares basis.
Fractional shares will be rounded up to the next whole share. (Requires
an amendment to the Articles of Incorporation.)
PROPOSAL 3: To amend the Company's articles of incorporation to
increase the authorized common shares of the company from 75,000,000
shares of common stock to 675,000,000 shares of common stock.
This information statement describes, in more detail, the actions being
taken and the circumstances surrounding the Board's recommendation of the
actions.
The actions for Proposals 1, 2, and 3 will become effective upon the
filing of an amendment to the Articles of Incorporation with the Secretary of
State of Nevada.
The Company will bear the expenses relating to this information
statement, including expenses in connection with preparing and mailing this
information statement and all documents that now accompany or may in the future
supplement it.
Only one information statement is being delivered to multiple
shareholders sharing an address, unless the Company has received contrary
instructions from one or more of the shareholders. The Company will undertake to
deliver promptly upon written or oral request a separate copy of the information
statement to a shareholder at a shared address to which a single copy of the
information statement was delivered. You may make a written or oral request by
sending a written notification to the Company's principal executive offices
stating your name,
3
your shared address and the address to which the Company should direct the
additional copy of the information statement or by calling the Company's
principal executive offices. If multiple shareholders sharing an address have
received one copy of this information statement and would prefer the Company
mail each shareholder a separate copy of future mailings, you may send
notification to or call the Company's principal executive offices. Additionally,
if current shareholders with a shared address received multiple copies of this
information statement and would prefer us to mail one copy of future mailings to
shareholders at the shared address, notification of that request may also be
made by mail or telephone call to the Company's principal executive offices.
The information statement is being provided to you for informational
purposes only. Your vote is not required to approve the actions described above.
This information statement does not relate to an annual meeting or special
meeting in lieu of an annual meeting. You are not being asked to send a proxy
and you are requested not to send one. The approximate mailing date of this
information statement is ______________, 2010.
We appreciate your continued interest in Online Originals, Inc.
Very truly yours,
/s/ Shari Sookarookoff
Shari Sookarookoff, President and Chief Executive Officer
---------------------------
WE ARE NOT ASKING YOU FOR A CONSENT OR A
PROXY, AND YOU ARE NOT REQUESTED TO SEND
US A PROXY.
---------------------------
4
INFORMATION STATEMENT
Online Originals, INC.
2020 Sherwood Park, Suite 57113
AB, T8A 3H9, Canada
780-668-7422
June 24, 2010
SHAREHOLDER ACTION
The Majority Shareholder submitted its consent to the shareholder
resolutions described in this Information Statement on or about June 2, 2010, to
be effective on or about ___________, 2010. As of _______________, 2010, the
Majority Shareholder held, of record, 4,000,000 shares of the Company's common
stock or approximately 55.55% of the Company's voting stock. The remaining
outstanding shares of common stock are held by approximately one hundred other
shareholders.
The Majority Shareholder consists of David Calahasen, one of our
directors.
The Company is not soliciting consents or proxies and shareholders have
no obligation to submit either of them. Whether or not shareholders submit
consents should not affect their rights as shareholders or the prospects of the
proposed shareholder resolutions being adopted. The Majority Shareholder has
consented to all of the shareholder resolutions described in this Information
Statement. The affirmative vote of the holders of a majority of the outstanding
common stock of the Company is required to adopt the resolutions described in
this Information Statement. Nevada law does not require that the proposed
transaction be approved by a majority of the disinterested shareholders. A total
of 4,000,000 shares of the Company's common stock shares were entitled to vote
on the Company's proposed transactions described in this Information Statement.
PROPOSALS ADOPTED BY SHAREHOLDER ACTION BY WRITTEN CONSENT
- --------------------------------------------------------------------------------
PROPOSAL #1
TO AUTHORIZE THE COMPANY TO CHANGE THE NAME FROM ONLINE ORIGINALS,
INC. TO CREENERGY CORPORATION. (REQUIRES AN AMENDMENT TO THE
ARTICLES OF INCORPORATION.)
- --------------------------------------------------------------------------------
5
The proposed change of Company's name from Online Originals, Inc. to
CREENERGY Corporation is intended convey a sense of the Company's new business
focus as it looks to pursue other opportunities. Specifically, the Company
intends to obtain leases for the exploration and production of oil and gas in
First Nations areas of northern Alberta, Canada. (Comment #1)
The name Online Originals, Inc. was perceived by management as limit-
ing the Company's ability to pursue other opportunities and in management's
opinion may have limited awareness to the internet sales arena. Approval of the
name change required the affirmative consent of at least a majority of the
outstanding shares of common stock of the Company. The Majority Shareholder
holding a total of 4,000,000 shares of common stock (55.55%), have already
approved this action.
Upon filing of the Amendment to the Articles of Amendment with the
Nevada Secretary of State, the name change will be effective.
- --------------------------------------------------------------------------------
PROPOSAL #2
TO AUTHORIZE A FORWARD SPLIT OF THE COMMON STOCK ISSUED AND OUTSTANDING ON A
THIRTY (30) NEW SHARES FOR ONE (1) OLD SHARES BASIS. FRACTIONAL SHARES WILL BE
ROUNDED UP TO THE NEXT WHOLE SHARE. (REQUIRES AN AMENDMENT TO THE ARTICLES OF
INCORPORATION.)
- --------------------------------------------------------------------------------
Our Majority Shareholder has approved a pro-rata forward split of our
common stock, by which up to each one (1) share would become thirty (30) shares.
Fractional shares will be rounded up to the next whole share. The effective date
of the forward split will be approximately twenty days following the date of the
mailing of this Information Statement. This requires an Amendment to the
Articles of Incorporation to accomplish the forward split.
Paragraph deleted (Comment #3).
Shareholders should note that, after the forward split, the number of
our authorized shares will increase as a result of Proposal #3 (Comment #4),
while the number of issued and outstanding shares of our Company will be
increased by the factor of the forward split, i.e. thirty (30) for one (1)
share. It is important to realize that the issuance of additional shares is in
the discretion of the Board of Directors, in their best business judgment, and
our shareholders will have no right to vote on future issuances of shares except
in the event of a merger under Nevada law. This means that, effectively, our
shareholders will have no ability or capacity to prevent dilution by the
issuance of substantial amounts of additional shares for consideration that
could be considerably less than what our
6
existing shareholders paid for their shares. In many events, control of our
Company could effectively be changed by issuances of shares without shareholder
approval.
The following table breaks down the authorized shares before and after
the stock split.
Number of Shares
Number of Shares Number of Shares Authorized but not
Authorized Issued and Outstanding Issued
--------------------------------------------------------------------
Pre-forward split 75,000,000 7,200,000 67,800,000
Post-forward split 675,000,000 216,000,000 459,000,000
(Comment #2)
We have no plans as of date hereof, to issue any newly available
shares. There are no pending private offerings of shares, nor are there any
pending acquisitions for which shares may be contemplated to be issued.
Text deleted (Comment #7).
TABLE SHOWING EFFECT OF FORWARD SPLIT ONE FOR THIRTY
Shares Pre-Reverse Post-Forward shares
1 30
2 60
3 90
4 120
5 150
25 750
50 1,500
100 3,000
150 4,500
200 6,000
250 7,500
500 15,000
1,000 30,000
2,500 75,000
5,000 150,000
There is no assurance that any effect of the price of our stock will
result, or that the market price for our common stock, immediately or shortly
after the proposed changes, if approved, will rise, or that any rise which may
7
occur will be sustained. Market conditions obey their own changes in investor
attitudes and external conditions. We are proposing the steps we deem the best
calculation to meet the market attractively. However, we cannot control the
market's reaction.
Dissenting shareholders have no appraisal rights under Nevada law or
pursuant to our constituent documents of incorporation or bylaws, in connection
with the proposed forward split.
Approval of the forward split required the affirmative consent at least
a majority of the outstanding shares of common stock of the Company. The
Majority Shareholder, holding a total of 4,000,000 shares of common stock
(55.55%), has already approved the action.
Upon filing the Amendment of the Articles of Incorporation with the
Secretary of State of Nevada, the forward split will become effective.
- --------------------------------------------------------------------------------
PROPOSAL #3
TO AMEND THE COMPANY'S ARTICLES OF INCORPORATION TO INCREASE THE AUTHORIZED
COMMON SHARES OF THE COMPANY FROM 75,000,000 SHARES OF COMMON STOCK TO
675,000,000 SHARES OF COMMON STOCK. (REQUIRES AN AMENDMENT TO THE ARTICLES OF
INCORPORATION.)
- --------------------------------------------------------------------------------
The Board of the Company determined that it was in the best interest of
the Company and its shareholders to increase the authorized common shares of the
Company from 75,000,000 shares of common stock to 675,000,000 shares of common
stock.
We believe that the share increase authorization in our Articles of
Incorporation is in the best interest of our corporation. Without additional
shares authorized, the Company may find itself unable to raise any more capital
through shares if it has issued all of its authorized shares.
It is emphasized that management of the Company may effect transactions
having a potentially adverse impact upon the Company's shareholders pursuant to
the authority and discretion of the Company's management to complete share
issuances without submitting any proposal to the stockholders for their
consideration. Holders of the Company's securities should not anticipate that
the Company necessarily will furnish such holders with any documentation
concerning the proposed issuance prior to any share issuances. All
determinations (except involving a merger where more shares will be issued
equaling more than 20% of the issued and outstanding shares prior to the
transaction) involving share issuances are in the discretion and business
judgment of the Board of Directors in their exercise of fiduciary responsibility
but require a determination by the Board that the shares are being issued for
fair and adequate consideration.
In the future event that the Board continues to issue shares for
capital, services, or acquisitions, the present management and stockholders of
the Company most likely will not have control of a majority of the voting shares
of the Company. As of the date of this Schedule 14C, no acquisitions have been
identified and the Company has not entered into any agreements to acquire any
such businesses or entered into any agreements to issue shares for capital.
It is likely that the Company may acquire other compatible business
opportunities through the issuance of Common Stock of the Company, although no
such opportunities have been identified at this time. Although the terms of any
such transaction cannot be predicted, this could result in substantial
additional dilution in the equity of those who were stockholders of the Company
prior to such issuance. There is no assurance that any future issuance of shares
will be
8
approved at a price or value equal to or greater than the price which a prior
shareholder has paid, or at a greater than the then current market price.
Typically unregistered shares are issued at less than market price due to their
illiquidity and restricted nature, and the extended holding period, before they
may be sold.
Future Dilutive Transactions
It is emphasized that management of the Company may effect transactions
having a potentially adverse impact upon the Company's stockholders pursuant to
the authority and discretion of the Company's management to complete share
issuances without submitting any proposal to the stockholders for their
consideration. Holders of the Company's securities should not anticipate that
the Company necessarily will furnish such holders with any documentation
concerning the proposed issuance prior to any share issuances. All
determinations (except in some cases involving a merger where the number of
shares of common stock of the Company issued will equal more than 20% of the
issued and outstanding shares of common stock of the Company prior to the
transaction) involving share issuances are in the discretion and business
judgment of the Board of Directors in their exercise of fiduciary
responsibility, but require a determination by the Board that the shares are
being issued for fair and adequate consideration.
The issuance of additional shares in future transactions will allow,
the following types of actions or events to occur without the current
stockholders being able to effectively prevent such actions or events:
1. Dilution may occur due to the issuance of additional shares. The
percentage ownership of the Company by the existing shareholders may be diluted
from 100% now.
2. Control of the Company by stockholders may change due to new issuances.
3. The election of the Board of Directors will be dominated by new large
stockholders, effectively blocking current stockholders from electing directors.
4. Business plans and operations may change.
5. Mergers, acquisitions, or divestitures may occur which are approved by
the holders of the newly issued shares, though no such opportunities have been
identified by the Company at this time.
In the future event that the Board continues to issue shares for
capital, services, or acquisitions, the present management and stockholders of
the Company most likely will not have control of a majority of the voting shares
of the Company. It is likely that the Company may acquire other compatible
business opportunities through the issuance of common stock of the Company.
Although the terms of any such transaction cannot be predicted, this could
result in substantial additional dilution in the equity of those who were
stockholders of the Company prior to such issuance. There is no assurance that
any future issuance of shares will be approved at a price or value equal to or
greater than the price which a prior stockholder has paid, or at a price greater
than the then current market price. Typically, unregistered shares are issued at
less than market price due to their illiquidity and restricted nature as a
result of, among other things, the extended holding period and sales limitations
which such shares are subject to. (Comment #7)
9
Approval of the proposals requires the affirmative consent at least a
majority of the outstanding shares of common stock of the Company (51%), or
based on the shares issued and outstanding as of the date of filing, 3,672,000
shares. The Majority Shareholder, holding a total of 4,000,000 shares of common
stock (55.55%), has already approved the action. (Comment #6)
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Although shareholders are not being asked to approve or disapprove or
otherwise vote on any matter discussed in this information statement, the
following generally describes voting rights of shareholders.
As of the record date, ___________, 2010, there are 7,200,000 shares of
common stock outstanding. Each share represents one vote. There are currently no
arrangements known to the Company, the operation of which may result in a change
in control of the Company.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth certain information regarding the
beneficial ownership of outstanding shares of Common Stock as of ___________,
2010, by (a) each person known by the Company to own beneficially 5% or more of
the outstanding shares of Common Stock, (b) the Company's Directors, Chief
Executive Officer and executive officers whose total compensation exceeded
$100,000 for the last fiscal year, and (c) all directors and executive officers
of the Company as a group.
Name and Address Number of % of
Beneficial Owner Shares Outstanding(1)
Shari Sookarookoff 2,500,000 34.72%
CEO, President & Director
328 Twin Brooks Dr., NW
Edmonton AB, Canada, T6J 6S5
David Calahasen 4,000,000 55.55%
Director
18104-102nd Avenue
Suite 33
Edmonton AB, Canada
All officers and directors as a group
(2 persons) 6,500,000 90.28%
(1) Percent of Ownership is calculated in accordance with the Securities and
Exchange Commission's Rule 13(d)-13(d)(1). Based on 7,200,000 shares of common
stock issued and outstanding.
Additional information regarding the Company, its business, its stock,
and its financial condition are included in the Company's Form 10-K annual
report and its Form 10-Q quarterly reports. Copies of the Company's Form 10-Q
for its quarter ending February 28, 2010, as well as the Company's Form 10-K for
November 30, 2009 are available upon request to: Shari Sookarookoff, President,
Online Originals, Inc., 2020 Sherwood Park, Suite 57113, AB, T8A 3H9, Canada.
10
MANAGEMENT INFORMATION
Directors and Executive Officers
The following table sets forth the names, ages and positions of the
current directors and executive officers of the Company, as of the date of this
filing:
Name Age Offices Held
Shari Sookarookoff 33 Director, CEO, President, Secretary/
Treasurer
Ruth Saunders 35 Director
David Calahasen 59 Director
Shari Sookarookoff, CEO, CFO, President, Secretary/Treasurer, Member of the
Board
Shari Sookarookoff has served as President and Director since September
12, 2008. Ms. Sookarookoff has also served as Secretary/Treasurer and Chief
Financial Officer of the Company since June 30, 2009. The term of her office is
for two years and is thereafter renewable on an annual basis.
Since 1994, Ms. Sookarookoff has been employed by Alberta Forest
Products Shippers Association, a freight broker located in Edmonton, Alberta,
Canada that is dedicated to facilitate the freight requirements of numerous
lumber mills in the Province of Alberta, Canada. In June 1999, she was promoted
to traffic coordinator.
In July 2002, Ms. Sookarookoff left Alberta Forest Products Shippers
Association for her present position with Spruce Land Millworks (located in
Spruce Grove, Alberta, Canada) as manager of the shipping department. Resourcing
her accumulated knowledge within the truck brokerage industry.
Ms. Sookarookoff is not an officer or director of any other reporting
company that files annual, quarterly or periodic reports with the United States
Securities and Exchange Commission.
Ruth Saunders, Member of the Board
Ruth Saunders has served as Director since September 12, 2008. The term
of her office is for two years and is thereafter renewable on an annual basis.
Since graduating in the spring of 2008 with a Diploma in Public
Relations from Grant MacEwan College in Edmonton, Ms. Saunders has been employed
by Alberta Health and Wellness in their public relations department.
After having received a Journalism Diploma in 1997 from Grant MacEwan
College, Ms. Saunders was a Journalist for ten (10) years. She worked first with
the Hinton Parklander in Hinton, Alberta, for 3 years and then with the
Wetaskiwin Times Advertiser in Wetaskiwin, Alberta, from 2001 through 2007.
Ms. Saunders is not an officer or director of any other reporting
company that files annual, quarterly, or periodic reports with the United States
Securities and Exchange Commission.
11
DAVID CALAHASEN, Director
David Calahasen of full status of the Cree Nation band (tribe) in
Northern Alberta is a seasoned executive with over 20 years business experience,
providing liaison and consulting services to the Canadian First Nations and
Metis in Alberta, Saskatchewan, Manitoba, and British Columbia through his
consulting business. For the past several years, Mr. Calahasen has been
instrumental in successfully negotiating forestry, oil and gas
initiatives/projects between the First Nations bands and both private and
publically traded companies. Most recently, he has consulted with oil companies
on the possibility of oil refinery and eco-generation on First Nations' lands,
of which he has acquired in excess of 245,000 acres for exploration.
In addition to his consulting business, Mr. Calahasen is also the
President of Creenergy Oil and Gas, a privately owned company in Edmonton,
Alberta. Before entering the forestry and oil & gas industries, Mr. Calahasen
was a bush pilot for two years and became a commercial airline pilot for 18
years with two Canadian owned airlines in western Canada.
Mr. Calahasen is not an officer or director of any other reporting
company that files annual, quarterly or periodic reports with the United States
Securities and Exchange Commission.
EXECUTIVE COMPENSATION
The following table sets forth the compensation paid to officers and
board members during the fiscal years ended November 30, 2009 and 2008. The
table sets forth this information for Online Originals, Inc., including salary,
bonus, and certain other compensation to the Board members and named executive
officers for the past three fiscal years.
SUMMARY EXECUTIVES COMPENSATION TABLE
Name and Position Year Salary Bonus Stock Option Non-equity Non- All other Total
($) ($) awards awards incentive qualified compensation ($)
($) ($) plan deferred ($)
compensation compen-
($) sation
earnings
($)
Shari 2009 0 0 0 0 0 0 0 0
Sookarookoff,
CEO, President & 2008 0 0 0 0 0 0 0 0
Treasurer
Compensation of Directors
We do not compensate our directors for their time spent on behalf of
our Company, but they are entitled to receive reimbursement for all out of
pocket expenses incurred for attendance at our Board of Directors meetings.
Stock Option Grants
We did not grant any stock option to the executive officers during our
most recent fiscal year ended November 30, 2009.
Board of Directors Report on Executive Compensation
The Board of Directors of the Company will be responsible for reviewing
and determining the annual salary and other compensation of the executive
officers and key employees of the Company. The goals of the Company are to align
compensation with business objectives and performance and to enable the Company
to attract, retain and reward executive officers and other key employees who
contribute to the long-term success of the Company. The
12
Company will provide base salaries to its executive officers and key employees
sufficient to provide motivation to achieve certain operating goals. Although
salaries are not specifically tied to performance, incentive bonuses are
available to certain executive officers and key employees. In the future,
executive compensation may include without limitation cash bonuses, stock option
grants and stock reward grants. In addition, the Company may set up a pension
plan or similar retirement plans.
The Company has no pension, health, annuity, insurance, profit sharing
or similar benefit plans.
Stock Options
The Company has no stock options outstanding.
Familial Relationships
None.
Indemnification
The Nevada Revised Statutes contain provisions for indemnification of
the officers and directors of the Company. The Bylaws require the Company to
indemnify such persons to the full extent permitted by law. The Bylaws with
certain exceptions, eliminate any personal liability of a director to the
Company or its stockholders for monetary damages to the Company or its
stockholders for gross negligence or lack of care in carrying out the director's
fiduciary duties. Nevada law permits such indemnification if a director or
officer acts in good faith in a manner reasonably believed to be in, or not
opposed to, the best interest of the Company. A director or officer must be
indemnified as to any matter in which he successfully defends himself.
The officers and directors of the Company are accountable to the
stockholders of the Company as fiduciaries, which means such officers and
directors are required to exercise good faith and integrity in handling the
Company's affairs.
A stockholder may be able to institute legal action on behalf of
himself and all other similarly situated stockholders, to recover damages where
the Company has failed or has refused to observe the law. Stockholders may,
subject to applicable rules of civil procedure, be able to bring a class action
or derivative suit to enforce their rights, including rights under certain
federal and state securities laws and regulations. Stockholders who have
suffered losses in connection with the purchase or sale of their interest in the
Company, due to a breach of fiduciary duty by an officer or director of the
Company in connection with such sale or purchase including, but not limited to,
the misapplication by any such officer or director of the proceeds from the sale
of any securities, may be able to recover such losses from the Company.
13
The Company may not be liable to its stockholders for errors in
judgment or other acts or omissions not amounting to intentional misconduct,
fraud or a knowing violation of the law, since provisions have been made in the
Articles of Incorporation and By-laws limiting such liability. The Articles of
Incorporation and By-laws also provide for indemnification of the officers and
directors of the Company in most cases for any liability suffered by them or
arising out of their activities as officers and directors of the Company, if
they had not engaged in intentional misconduct, fraud or a knowing violation of
the law. Therefore, purchasers of these securities may have a more limited right
of action that they would have except for this limitation in the Articles of
Incorporation and By-laws. The Company has been advised that, it is the position
of the SEC that, insofar as the foregoing provisions may be invoked to disclaim
liability for damages arising under the Securities Exchange Act of 1934, such
provisions are against public policy as expressed in the Securities Act and are
therefore unenforceable.
The Company may also purchase and maintain insurance on behalf of
directors and officers, insuring against any liability asserted against such
persons incurred in the capacity of director or officer or arising out of such
status, whether or not the Company would have the power to indemnify such
persons.
SHAREHOLDER PROPOSALS
As a general matter, the Company does not hold annual meetings of
shareholders, and, therefore, the anticipated date of a meeting of shareholders
cannot be provided. Any shareholder proposal that properly may be included in
proxy solicitation materials for a meeting of shareholders must be received by
the Company a reasonable time prior to the date voting instructions or proxy
materials are mailed to shareholders.
MORE INFORMATION
The Board of Directors of the Company is not aware that any matter
other than those described in this Information Statement is to be presented for
the consent of the shareholders.
UPON WRITTEN REQUEST BY ANY SHAREHOLDER TO SHARI SOOKAROOKOFF, PRESIDENT,
ONLINE ORIGINALS, INC., 2020 SHERWOOD PARK, SUITE 57113, AB, T8A 3H9, CANADA,
TELEPHONE (780) 668-7422. A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K
WILL BE PROVIDED WITHOUT CHARGE.
INQUIRIES
Shareholders may make inquiries by contacting Shari Sookarookoff at
780-668-7422.
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