SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM SB - 2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Amendment No. 1
Commission file no. 333-81988
CPW Capital Corporation.
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(Exact name of small business issuer as specified in its charter)
Nevada 6770 N/A
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(State or other jurisdiction (Primary and Industrial (I.R.S.
of incorporation or classification code number) Employer
organization Identification
No.)
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14 Pico Crescent
Thornhill, Ontario L4J 8P4
(905) 731-0189
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(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
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Marvin N. Winick, President
14 Pico Crescent
Thornhill, Ontario L4J 8P4
(905) 731-0189
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(Name and address, including zip code, and telephone number, including
area code, of agent for service)
Approximate date of proposed sale to public:
As soon as applicable after this registration statement becomes effective.
Once the registration statement becomes effective, the securities offered
herein will be on sale for a period of 270 days.
If any of these securities being registered on this Form are to be Offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, as amended (the "Securities Act"), check the following box. [ x ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration Statement
for the same offering. [ ]
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<page>
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
MAXIMUM
MAXIMUM OFFERING PRICE AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE PER REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED SECURITY FEE(1)
Common stock 2,000,000 $ 0.50 $ 92.00
(1) Estimated solely for the purposes of computing the registration fee
pursuant to Rule 457
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement Shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
Subject to completion dated November 25, 2003. Information contained
herein is subject to completion or amendment. A registration statement as
contained herein relating to these securities has been filed with the Securities
and Exchange Commission. These securities may not be sold nor may offers be
accepted prior to the time the registration statement becomes effective. This
prospectus shall not constitute an offer to sell or the solicitation of an offer
to buy nor shall there be any sale of these securities in any state in which
such offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state.
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<page>
PROSPECTUS
Initial Public Offering
CPW Capital CORPORATION.
2,000,000 COMMON SHARES
$ 0.50 PER SHARE
CPW Capital Corporation. is a start-up company organized in the State of
Nevada to pursue a business combination.
We are offering these shares through one of our shareholders without the
use of a professional underwriter. We will not pay commissions on sale of the
shares.
This offering will expire 270 days from the date that this prospectus
becomes effective or if the minimum of 1,000,000 shares at $ 0.50 per share or $
500,000 is not sold after 270 days have gone by.
If the minimum of 1,000,000 shares of common stock are sold before the
expiry of the 270 day time period after the Company has become effective, then
it will be at the option of the Company to continue to offer the securities to
be registered herein.
This is our initial public offering, and no public market currently exists
for our stock. Our initial public offering price for our stock will be $ 0.50
per share which is only an estimate of market value for purposes of this
offering.
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Your investment in our securities involves a high degree of risk. Before
investing in our securities, you should consider carefully the risks SEE RISK
FACTORS AS OUTLINED ON PAGE 8.
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INFORMATION SUMMARY
The offering Per Share Total
Estimated public offering price $ 0.50 $ 1,000,000
Underwriting costs $ 0.00 0
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Estimated Net Proceeds $ 0.50 $ 1,000,000
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This assumes sale of the total offering. For results where the total
offering is not sold see Page below.
Our common stock is not listed on any national securities exchange or the
NASDAQ stock market.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is complete or accurate. Any representation to the contrary is a
criminal offense.
The date of this prospectus is November 25, 2003.
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PART I - PROSPECTUS INFORMATION
PAGE
1. Front Cover Page of Prospectus 1.
Inside Front and Outside Back Cover Pages of Prospectus 2
3. Summary 3
Prospectus Summary......................................................7
Risk Factors.......................................................... .8
Rule 419 9
Use of Proceeds.............................. ..................... 11
Capitalization.........................................................12
Determination of Offering Price............................... ........12
Dividend Policy............................ ......................... 12
Dilution...............................................................13
Selling Securities Holders.............................................13
Plan of Distribution 14
Legal Proceedings......................................................15
Directors, Executive Officers, Promoters, and Control Persons..........15
Security Ownership of Management and Certain Beneficial Owners.........16
Description of Securities..............................................17
Interest in Named Experts and Counsel..................................17
Disclosure of Commission Position of Indemnification for Securities
Act Liabilities.......................................................18
Organization Within the Last Five Years 19
Description of Business................................................19
Management's Discussion and Analysis of Financial Condition and
Results of Operations..................................25
Description of Property................................................25
Certain Relationships and Related Transactions.........................26
Market For Common Equity and Related Stock Matters.. ......26
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Executive Compensation 27
Financial Statements 28
Changes In and Disagreements With Accountants on Accounting
And Financial Disclosure 50
Indemnification of Directors and Officers..............................50
Recent Sales of Unregistered Securities......................... 51
Undertaking............................................................52
Exhibits ................................................53
Signatures 54
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PROSPECTUS SUMMARY
THIS SUMMARY HIGHLIGHTS INFORMATION CONTAINED ELSEWHERE IN THIS PROSPECTUS OR IN
DOCUMENTS REFERRED TO IN THIS PROSPECTUS. YOU SHOULD READ THE ENTIRE PROSPECTUS
CAREFULLY BEFORE INVESTING IN OUR SECURITIES, INCLUDING THE "RISK FACTORS",
"BUSINESS" AND SELECTED FINANCIAL DATA" SECTIONS.
CPW Capital CORPORATION.
The Company was formed with the contemplated purpose to raise funds in the
public market in order to find a suitable business acquisition and/or merger
candidate.
This prospectus is initial in stage as the Company may have to register
additional shares in order to raise additional capital if required and as result
will file a post-effective amended registration statement.
We are a blank check company subject to Rule 419 under the Securities Act
of 1933. We were organized as a vehicle to acquire or merge with an operating
business.
SUMMARY FINANCIAL INFORMATION
The following is a summary of our financial information and is qualified in
its entirety by our audited financial statements.
For the From Inception
Year October 9, 2001
Ended To
October 31, 2002 September 30,2003
(Audited) Unaudited
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Statement of Income Data:
Net Sales 0 0
Net profit (Loss) $ 0 $ (1,445)
Net Loss Per Share $ (0.00) $ (.001)
Shares Outstanding 1,050,000 1,050,000
As of
September 30, 2003
Unaudited
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Balance Sheet Data
Cash $ 0
Working Capital $ 0
Total Assets $ 0
Long Term Debt $ 0
Total Liabilities $ 0
Total Shareholders' Equity $ (395)
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SUMMARY OF OFFERING
Common stock outstanding prior to this offering................... 1,050,000
Securities offered by us in this offering...2,000,000 shares of common stock
Minimum amount of securities to be sold 1,000,000 shares of common stock
Common stock to be outstanding after this
offering..............3,050,000 shares of common stock
Use of proceeds................................... We intend to use the
net proceeds of this
offering to seek out a
suitable business
acquisition.
Trading symbols...................................... Under Rule 419 we plan
only to list our shares
once an acquisition has
taken place and a post-
effective registration
statement has been filed
Limited State Registration
Initially, the only state in which our securities may be sold is New York
State. Therefore, you may only resell your shares in New York State. In the
event we expand the number of states in which our securities will be sold, we
will file a post-effective amendment to the registration statement and
re-circulate prospectuses to all prospective investors to whom prospectuses had
previously been distributed. In addition, we may sell shares to investors who
reside in foreign countries. In that event, we will register or qualify the sale
of our shares in such country unless an exemption from registration or
qualification is available.
Blue Sky
The Company intends on registering its stock with Standard & Poors which
will allow the Company to sell its stock in various states without need for
further registration in those states and as such the Company will limit such
sales of stock under this registration to such states for which it will be
exempt from registration.
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RISK FACTORS
Rule 419 Risks
Return of Funds In the Event That An Acquisition Does Not Occur
You may not have access to your funds for up to 18 months from the date of
this prospectus; if returned you will not get interest on your funds. If we are
unable to locate an acquisition candidate meeting our acquisition criteria, you
will have to wait 18 months from the date of this prospectus before a
proportionate portion of your funds is returned, without interest. You will be
offered return of your proportionate portion of the funds held in escrow only
upon the reconfirmation offering required to be conducted upon execution of an
agreement to acquire an acquisition candidate which represents 80% of the
maximum offering proceeds, including the total exercise price of the class A and
class B warrants.
If Investors Do Not Reconfirm Their Investment Under Rule 419
If a sufficient number of investors do not reconfirm their investments, the
business combination will not be closed and you will not be issued your
securities.
If a Business Combination Cannot Be Made On a Timely Basis
Under Rule 419 if a business combination has not been consummated, the
Company will not be able to (i) sustain operations until it finds another
investment and (ii) will not be to obtain a listing on a stock exchange because
of the restrictions outlined in Rule 419.
Time Spent By Management
Management does not devote full time to the company and we may end up
missing a target opportunity.
Lack of Operating History
This company has had no operations to date. If the Company is unable to
Successfully locate a business venture or commence its own operations with its
own generated ideas, it is unlikely that the Company would be able to continue
any sort of operations in the future.
The Company as a Going Concern
The Company has no revenues to date and will require that on an interim
basis that management will have to supplement any funds required to sustain the
Company's limited operations until it can consummate an acquisition. If
Management is unable to advance such funds, the ability of the Company to
Continue will be severely hampered.
Lack of Prior Market for Securities of the Company.
No prior market has existed for the securities being offered hereby and no
assurance can be given that a market will develop subsequent to this
registration statement unless the Company consummates a business combination.
Dilution of Stock Price
Once a business combination is consummated, additional offerings may have
to be made in the future to meet additional cash flow needs with such offerings
may include warrants for issuance of additional common stock, further diluting
the common stock outstanding. These warrants if exercised will most likely
require that we register their shares for resale. Even when shares are not
registered for resale, the rules of the Securities and Exchange Commission
permit a holder who has held shares for one year to sell the stock into the
public market subject, in some cases, to volume and other limitations. A person
who has held shares for two years can generally sell without limitation.
WARNING ABOUT FORWARD-LOOKING STATEMENTS
This prospectus and the documents referred to in this prospectus contain
"forward-looking statements".
Forward-looking statements address future events, developments or results
and typically use words such as believe, anticipate, expect, intend, plan or
estimate. For example, our forward-looking statements may include statements
regarding:
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- our growth plans, including our plans to acquire an operating business
entity;
- the possible effect of inflation and other economic changes on our costs,
and profitability, including the possible effect of future changes in operating
costs and capital expenditures;
- our cash needs, including our ability to fund our proposed capital
expenditures and working capital requirements;
- this being a start-up situation, the timing of cash requirements and the
expected projected profitability;
- our expectations regarding competition
For a discussion of the risks, uncertainties, and assumptions that could
affect our future events, developments or results, you should carefully Review
"Risk Factors". In light of these risks, uncertainties and assumptions, The
future events, developments or results described by our forward-looking
statements in this prospectus or in the documents referred in this prospectus
could turn to be materially different from those we discuss or imply. We have no
obligation to publicly update or revise our forward-looking statements after the
date on the front cover of this prospectus and you should not expect us to do
so.
YOUR RIGHTS AND SUBSTANTIVE PROTECTION UNDER RULE 419
Rule 419 requires that offering proceeds and the certificates, representing
the securities purchased by you and other investors in this offering, be
deposited into an escrow or trust account governed by an agreement which
contains certain terms and provisions specified by Rule 419. Under Rule 419, the
funds will be released to us and the securities will be released to you only
after we have met certain basic conditions:
- We must execute an agreement for the acquisition of a business or asset
that will constitute our business and for which the fair value of the business
or net assets to be acquired represents at least 80% of the maximum offering
proceeds.
- We must file a post-effective amendment to or registration statement
which includes the results of this offering including, but not limited to, the
gross offering proceeds raised, and any, amounts disbursed to us and amounts
remaining in the escrow account. In addition, we must disclose the specific
amount, use and appropriation of funds dispersed to us to date, including,
payments to officers, directors, controlling shareholders or affiliates,
specifying the amounts and purposes of these payments, and the terms of a
reconfirmation offer that must contain conditions prescribed by Rule 419. The
post-effective amendment must also contain information regarding the acquisition
candidate and its business, including audited financial statements.
The reconfirmation offer must commence after the effective date of the
post-effective amendment. Under Rule 419, the terms of the reconfirmation offer
must include the following conditions:
The prospectus contained in the post-effective amendment will be sent to
each investor whose securities are held in the escrow account within 5 business
days after the effective date of the post-effective amendment.
Each investor will have no fewer than 20 and no more than 45 business days
from the effective date, of the post-effective amendment to notify us in writing
that the investor elects to remain an investor.
If we do not receive written notification from any investor within 45
business days following the effective date, the proportionate portion of the
funds and any related dividends or interest held in the escrow account on that
Investor's behalf will be returned to the investor within 5 business days by
first class mail or other equally prompt means.
The acquisition will be closed only if a minimum number of investors
representing 80% of the units sold elect to reconfirm their investment.
If a closed acquisition has not occurred by September 2003, the funds held
in the escrow account shall be returned to all investors on a proportionate
basis within 5 business days by first class mail or other equally prompt means.
The funds will be released to us, and the securities will be released to
you, only after:
The escrow agent has received a signed representation from us and any other
evidence acceptable by the escrow agent that:
We have executed an agreement for the acquisition of a candidate for which
the fair market value of the business represents at least 80% of the maximum
offering proceeds, including the total exercise price of warrants if any, and
has filed the required post-effective amendment.
The post-effective amendment has been declared effective.
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We have satisfied all of the prescribed conditions of the reconfirmation
offer.
The acquisition of the business with a fair value of at least 80% of the
maximum proceeds has closed.
Accordingly, we have entered into an escrow agreement with Archer
Alexander, Securities which provides that attached hereto as an exhibit.:
Rule 419 also allows for warrants, convertible securities or other
Derivative securities relating to securities held in the escrow account to be
exercised or converted in accordance with their terms, provided that
certificates representing the securities received upon exercise or conversion,
together with any cash or other consideration paid for the exercise or
conversion, be promptly deposited into the escrow account. However, you and
other warrant holders may not exercise your warrants until the escrow agent has
released the funds to us and the share certificates and warrant certificates to
you and other investors.
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USE OF PROCEEDS
We estimate that we will receive net proceeds of approximately $1,000,000
from our sale of 2,000,000 shares offered by us if all securities are sold. If
only the minimum of 1,000,000 shares are sold, then we will receive $ 500,000.
These estimates are based on an offering price of $0.50 per share of common
stock We expect to use the net proceeds of this offering for the following
purposes:
If Maximum Offering is Sold
Amount Percentage
Business acquisitions $ 900,000 90.0%
Working capital and general corporate
purposes 100,000 10.0%
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Total $ 1,000,000 100.0%
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If Minimum Offering is Sold
Amount Percentage
Business acquisitions $ 450,000 90.0%
Working capital and general corporate
purposes 50,000 10.0%
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Total $ 500,000 100.0%
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The use of proceeds is subject to the conditions as set out above in
compliance with Rule 419.
Working capital and general corporate purposes including the following:
- - hiring of personnel- enhancing support and management systems
- - funding short term losses
- - setting up of office environment for corporate headquarters
- - payment of staff
- - acquisition of office and telecommunication equipment.
On the assumption that we will proceed with our original business
objectives, then we will expect the net proceeds from this offering, together
with the future expected cash flows from operations, will be sufficient to fund
our operations and capital requirements for at least 12 months following the
consummation of this offering.
We may be required to seek additional sources of capital sooner if:
- operating assumptions change or prove to be inaccurate; or
- we wish to may further business acquisitions not intended from this
offering which may require additional funds.
None of the funds raised in connection with the proceeds above will be used
to repay advances made by founders, directors or officers or any unrelated
parties who may advance funds from time to time in order to keep the Company
operational until the Company meets its business objectives.
It is quite possible that the Company may seek other post-effective
Registration statements to reimburse any advances made by way of stock.
Pending the uses described above or in the event that Rule 419 does not
apply, the net proceeds will be invested in a money market account and/or
short-term government bonds.
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CAPITALIZATION
The following table sets forth our capitalization as of September 30, 2003.
September 30, 2003
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Long term debt $ 0
Stockholders' equity
Preferred stock, par value $.001, authorized
5,000,000, issued - none
Common stock, $ 0.001 par value, authorized
50,000,000, issued - 1,050,000 1,050
Deficit accumulated during the development
stage (1,445)
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Total stockholders' equity (395)
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Total Capitalization $ 0
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DETERMINATION OF OFFERING PRICE
The offering prices are purely arbitrary, the Company is a development
stage company with no discernable operations at this time and has not had its
shares listed on any stock exchange. Through this registration statement the
Company wishes to list its shares and by doing so establish a reasonable share
price based on the expectations of selling shares and realizing its business
objectives to be discussed below. (See: Description of Business).
DIVIDEND POLICY
Holders of the Company's Common Stock are entitled to dividends when, as
and if declared by the Board of Directors, out of funds legally available
therefor. The Company does not anticipate the declaration or payment of any
dividends in the foreseeable future. The Company intends to retain earnings, if
any, to finance the development and expansion of its business. Future dividend
policy will be subject to the discretion of the Board of Directors and will be
contingent upon future earnings, if any, the Company's financial condition,
capital requirements, general business conditions and other factors. Therefore,
there can be no assurance that any dividends of any kind will ever be paid.
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DILUTION
The dilution between the initial public offering price per share of common
stock and the net tangible book value per share after this offering constitutes
the dilution to investors in this offering. Net tangible book value per share of
common stock is determined by dividing our net tangible book value(total
tangible assets less total liabilities) by the number of shares of common stock
outstanding.
Our net tangible book value as of September 30, 2003 was $ 0.00 Our net
tangible book value per share was $0.00. The public offering per share is $ 0.50
and the net proceeds will be $ 0.50 per share. The pro forma net tangible book
value after the offering will be $ 1,000,000 assuming the maximum offering of
common stock is subscribed for. The pro forma net tangible book value per share
after the offering will be $ 0.33 per share. Therefore the shares purchased by
investors assuming all shares of this offering will be sold will be diluted by $
0.17 or 34%. As of September 30, 2003, there were 1,050,000 shares of our common
stock outstanding. Dilution represents the difference between the public
offering price and the net pro forma tangible book value per share immediately
following the completion of the public offering.
The table below sets forth, as of the date of the prospectus, the
percentage of our common stock to be purchased by the public investors compared
to the percentage of our common stock to be owned by the present stockholders,
and the comparative amounts paid for shares by the public investors as compared
to the total consideration paid by our present stockholders.
Approximate Approximate
Percentage Percentage
Shares Total Shares Total Total
Stockholder Purchased Outstanding Consideration Consideration
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New Investors 2,000,000 66.0% $ 1,000,000 99.9%
Existing
Stockholders 1,050,000 34.0% $1,050 0.1%
We sold 1,050,000 shares to the founders, officers and directors, and other
related individuals for expenses and services rendered on behalf of the Company.
These shares are not being registered at this time.
SELLING SECURITY HOLDERS
There are no selling shareholders in this registration statement.
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PLAN OF DISTRIBUTION
This is a self-underwritten offering. We offer the right to subscribe for
2,000,000 shares at $ 0.50 per share. This offering will close after 270 days
(the "Closing Date") from the date that this registration statement becomes
effective. If the Company is able to sell the minimum offering amount of
$500,000 before the Closing date, then it will be up to the Company to decide
whether it wishes to continue to offer the securities for sale. In any event the
Company will not offer the common stock for sale beyond the Closing Date. We
will not pay any compensation to any person for the offer and sale of the Shares
unless they are a broker-dealer or an enterprise that is licenced to sell such
securities.
Mr Eric Spiegel one of our shareholders conduct this share offering. He
plans to distribute prospectuses related to this offering. We estimate that we
will distribute approximately 100 prospectuses to acquaintances, friends and
business associates.
Although Mr. Spiegel is an "associated person" as that term is defined in
Rule 3a4-1 under the Securities Exchange Act, he will not be deemed to be a
broker because:
- he will not be subject to a statutory disqualification as that term is
defined in Section 3(a) of the Securities Exchange Act at the time of the sale
of the securities;
he will not be compensated in connection with the sale of our shares; and
he shall restrict his participation to the following activities:
preparing written communications or delivering them through the mails or
other means that does not involve his oral solicitation of a potential
purchaser;
In order to comply with the securities laws of certain states. If
applicable, the shares may be sold only through registered or licensed brokers
or dealers. In addition, in certain states, the shares may not be sold unless
they have been registered or qualified for sale in such state or an exemption
for such registration or qualification requirement is available and complied
with. Brokers, dealers, underwriters or agents participating in the distribution
of the shares as agents may receive compensation paid commissions, discounts, or
concessions from the selling shareholder and/or purchasers of the common stock
from whom such broker-dealers may act as agent, or to whom they may sell as
principal, or both. The compensation paid to a particular broker-dealer may be
less than or in excess of customary commission rates.
Eric Spiegel may be deemed an underwriter within the meaning of the
Securities Act of 1933, as amended, Any broker-dealers who may act in connection
with the sale of the shares hereunder may be deemed to be underwriters within
the meaning of the Securities Act, and any commissions they receive and proceeds
of any sale of the shares may be deemed to be underwriting discounts and
commissions under the Securities Act.
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We cannot presently estimate the amount of compensation if any that any
agent will receive. We know of no existing arrangements with any other
shareholder, broker, dealer, underwriter or agent relating to the sale or
distribution of the shares. At a time particular offer of shares is made, a
prospectus supplement, if required, will be distributed that will set forth the
names of any agents, underwriters or dealers, any compensation and any other
required information.
We will pay all of the expenses incident to the registration, offering and
sale of the shares to the public other than commissions or discounts of
underwriters, broker-dealers or agents if and when such brokers-dealers and
agents are engaged by the Company. The Company has also agreed to indemnify the
directors against specified liabilities including liabilities under the
Securities Act. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, and controlling persons
of the Company, we have advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities Act and
is therefore, unenforceable.
We have also advised the other shareholders that if they are engaged in a
distribution of the shares included in this prospectus they are required to
comply with Regulation M promulgated under the Securities Exchange Act of 1934,
as amended. With certain exceptions, Regulation M precludes associated persons
any affiliated purchasers, and any broker-dealer or other person who participate
in such distribution from bidding for or purchasing, or attempting to induce any
person to bid for or purchase any security which is the subject of the
distribution until the entire distribution is complete. Regulation M also
prohibits any bids or purchases made in order to stabilize the price of a
security in connection with the distribution of that security. All of the
foregoing may affect the marketability of the shares offered here by this
prospectus.
LEGAL PROCEEDINGS
The Company is currently not a party to any pending legal proceedings and
no such action by, or to the best of its knowledge, against the Company has been
threatened. The Company has been inactive from inception through to the date of
this registration statement.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
The directors and executive officers of the Company and their
Respective ages are as follows:
Name Age Position Term
Marvin N. Winick 54 Director and President 1 yr
Bernard Spiegel 64 Director and Secretary 1 yr
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All directors and officers have been appointed and/or elected as such from
inception.
All directors hold office until the next annual meeting of stockholders and
until their successors have been duly elected and qualified. There are no
agreements with respect to the election of directors. The Company has not
compensated its directors for service on the Board of Directors or any committee
thereof. As of the date hereof, no director has accrued any expenses or
compensation. Officers are appointed annually by the Board of Directors and each
executive officer serves at the discretion of the Board of Directors. The
Company does not have any standing committees at this time.
No director, or officer, or promoter of the Company has, within the past
five years, filed any bankruptcy petition, been convicted in or been the subject
of any pending criminal proceedings, or is any such person the subject or any
order, judgment or decree involving the violation of any state or federal
securities laws.
The business experience of the persons listed above during the past five
years are as follows:
Marvin N. Winick
Mr. Marvin N. Winick, 54 years old, has been a Director of the Company
since inception October 9, 2001. Mr. Winick is a self-employed Canadian
accountant for the last 25 years who has done consulting and accounting for
several U.S. companies including Mega-C Technologies Inc., and Tri Clean
Enterprises Inc., Achievor Recovery Limited. He also a Director and President of
a number of companies for which he is responsible for regulatory filings and
internal accounting including the filing of the various Companies' 10Q's, 10K's,
8K's, SB-2's and other related SEC required filings which include CPW Capital
Corporation, MNWBSC Investment Inc., Amante Corporation, Quotidien Corporation,
Creighton Corporation, New Odeon Corporation, Leonhardt Corporation that has
been a director of a public company Tokn, Inc. since 1989. Mr. Winick has had
several years of computer, accounting and experience in US securities laws which
has helped him to assist other companies as mentioned above.
Bernard Spiegel
Mr. Spiegel has been a Chartered Accountant since 1964. He has served with
the Superintendent of Bankruptcy and the Royal Canadian Mounted Police
investigating bankruptcy fraud and commercial crime and started his own practice
in March 1971 and has been practicing ever since. Mr. Spiegel is also a director
and secretary treasurer of the following companies:Creigton Corporation, MNWBSC
Investment Inc., Bellweather Corporation, Quotidien Corporation, Amante
Corporation, CPW Capital Corporation, Leonhardt Corporation.
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's executive officers and directors and persons who own more than 10%
of a registered class of the Company's equity securities, to file with the
Securities and Exchange Commission (hereinafter referred to as the "Commission")
initial statements of beneficial ownership, reports of changes in ownership and
annual reports concerning their ownership, of Common Stock and other equity
securities of the Company on Forms 3, 4, and 5, respectively. executive
officers, directors and greater than 10% shareholders are required by commission
regulations to furnish the Company with copies of all Section 16(a) reports they
file. To the Company's knowledge, all shareholders who own more than 10% and all
of the Company's executive officers, directors will comply with Section 16(a)
filing requirements applicable to them before the end of the Company's current
fiscal year.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth information, to the best knowledge of the
Company as of September 30, 2003, with respect to each person known by the
Company to own beneficially more than 5% of the Company's outstanding common
stock, each director of the Company and all directors and officers of the
Company as a group.
Name of Address of Amount and Nature of Percent of Class
Beneficial Owner Beneficial Ownership
Marvin N. Winick 525,000 50.0%
14 Pico Crescent
Thornhill, Ontario
L4J 8P4
Bernard Spiegel 17,500 1.67%
666 Wilson Avenue
Toronto, Ontario M3K 1B1
503124 Ontario Inc.(1) 175,000 16.6%
Toronto, Ontario
All Executive Officers and
Directors as a Group(2 people) 542,500 51.7%
(1) Owned 100% by Mr. Rene Pardo.
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DESCRIPTION OF SECURITIES
Common Stock
The Company is authorized to issue 50,000,000 shares of common stock, Par
value $.001, of which 1,050,000 shares are issued and outstanding as of
September 30, 2003 date hereof. All shares of common stock have equal rights and
Privileges with respect to voting, liquidation and dividend rights. Each share
of common Stock entitles the holder thereof to (i) one non-cumulative vote for
each share held of record on all matters submitted to a vote of the
stockholders; (ii) to participate equally and to receive any and all such
dividends as may be declared by the Board of Directors out of funds legally
available therefor; and (iii) to participate pro rata in any distribution of
assets available for distribution upon liquidation of the Company. Stockholders
of the Company have no pre-emptive rights to acquire additional shares of Common
Stock or any other securities. The Common Stock is not subject to redemption and
carries no subscription or conversion rights. All outstanding shares of common
stock are fully paid and non-assessable.
Preferred Stock
Shares of Preferred Stock may be issued from time to time in one or more
series as may be determined by the Board of Directors. The Company is authorized
to issue 5,000,000 shares of preferred stock, at a par value of $ .001. The
voting powers and preferences, the relative rights of each such series and the
qualifications, limitations and restrictions thereof shall be established by the
Board of Directors, except that no holder of Preferred Stock shall have
preemptive rights. At the present time no terms, conditions, limitations or
preferences have been established. The Company has no shares of preferred Stock
outstanding, and the Board of Directors has no plan to issue Any shares of
preferred Stock for the foreseeable future unless the issuance Thereof shall be
in the best interests of the Company.
INTEREST OF NAMED EXPERTS AND COUNSEL
There are no experts, professional advisers, or attorneys that have an
interest in the Company.
- 17 -
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR
SECURITIES ACT LIABILITIES
Article XI of the Company's Articles of Incorporation contains Provisions
providing for the indemnification of directors and officers of the Company as
follows:
(a) The corporation shall indemnify any person who was or is a party, or is
threatened to be made a party, of any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation), by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is otherwise 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 expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement, actually and reasonably
incurred by him in connection with such action, suit or proceeding, if he acted
in good faith and in a manner he reasonably believed to be in, or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, has no reasonable cause to believe his conduct is unlawful. The
termination of any action, suit or proceeding, by judgment, order, settlement,
conviction upon a plea of nolo contendere or its equivalent, shall not of itself
create a presumption that the person did not act in good faith in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
corporation and, with respect to any criminal action or proceeding, had
reasonable cause to believe the action was unlawful.
(b) The corporation shall indemnify any person who was or is a party, or is
threatened to be made a party, to any threatened, pending or completed action or
suit by or in the right of the corporation, to procure a judgment in its favor
by reason of the fact that he is or was a director, officer, employee or agent
of the corporation, or is or was 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 expenses (including attorneys'
fees), actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit, if he acted in good faith and in a manner he
reasonably believed to be in, or not, opposed to, the best interests of the
corporation, except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable for negligence or misconduct in the performance of his duty to the
corporation, unless, and only to the extent that, the court in which such action
or suit was brought shall determine upon application that, despite the
adjudication of liability, but in view of all circumstances of the case, such
person is fairly and reasonably entitled to indemnification for such expenses
which such court deems proper.
(c) To the extent that a director, officer, employee or agent of the
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in Sections (a) and (b) of this Article,
or in defense of any claim, issue or matter therein, he shall be Indemnified
against expenses (including attorney's fees) actually and reasonably Incurred by
him in connection therewith.
- 18 -
(d) Any indemnification under Section (a) or (b) of this Article (unless
ordered by a court) shall be made by the corporation only as authorized in the
specific case upon a determination that indemnification of the officer, director
and employee or agent is proper in the circumstances, because he has met the
applicable standard of conduct set forth in Section (a) or (b) of this Article.
Such determination shall be made (i) by the Board of Directors by a Majority
vote of a quorum consisting of directors who were not parties to such action,
suit or proceeding, or (ii) if such quorum is not obtainable or, even if
obtainable, a quorum of disinterested directors so directs, by independent legal
counsel in a written opinion, or (iii) by the affirmative vote of the holders of
a majority of the shares of stock entitled to vote and represented at a meeting
called for purpose.
(e) Expenses (including attorneys' fees) incurred in defending a civil or
criminal action, suit or proceeding may be paid by the corporation in advance of
the final disposition or such action, suit or proceeding, as authorized in
Section (d) of this Article, upon receipt of an understanding by or on behalf of
the director, officer, employee or agent to repay such amount, unless it shall
ultimately be determined that he is entitled to be indemnified by the
corporation as authorized in this Article.
(f) The Board of Directors may exercise the corporation's power to purchase
and maintain insurance on behalf of any person who is or was a director,
officer, employee, or agent of the corporation, or is or was 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 him and incurred by him in any such capacity, or
arising out of his status as such, whether or not the corporation would have the
power to indemnify him against such liability under this Article.
(g) The indemnification provided by this Article shall not be deemed
exclusive of any other rights to which those seeking indemnification may be
entitled under these Amended Articles of Incorporation, the Bylaws, agreements,
vote of the shareholders or disinterested directors, or otherwise, both as to
action in his official capacity and as to action in another capacity while
holding such office and shall continue as to person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the heirs
and personal representative of such a person.
Regarding indemnification for liabilities arising under the Securities
Act of 1933, which may be permitted to directors or officers under Nevada law,
We are informed that, in the opinion of the Securities and Exchange Commission,
indemnification is against public policy, as expressed in the Act and is,
therefore, unenforceable
ORGANIZATION WITHIN LAST FIVE YEARS
N/A
DESCRIPTION OF BUSINESS
Business Development
CPW Capital Corporation. (the "Company") was organized on October 9, 2001,
under the laws of the State of Nevada, having the stated purpose of engaging in
any lawful activities. The Company was formed with the contemplated purpose to
acquire a business that may be engaged in technology industry in the United
States and elsewhere. The Company is searching for a viable entity upon which to
merge and/or acquire.
- 19 -
The Company never engaged in an active trade or business throughout The
period from October 9, 2001 until the filing of this form. On October 9, 2001
the Company issued stock a total of 1,050,000 shares of common stock. Marvin N.
Winick was issued 525,000 shares of common stock, 503124 Ontario Limited was
issued 175,000 shares of common stock, Bernard Spiegel was issued 17,500 shares
of common stock and 157,500 of common stock was issued to related individuals of
Mr. Spiegel. Additionally, 175,000 shares of common stock were issued equally to
ten other individuals, bringing the total shareholders in the Company to 22. Mr.
Spiegel and Mr. Winick are officers and directors of the Company. The stock has
been issued to reimburse all individuals for costs and expenses and services
rendered in connection with investigation and research for a suitable business
acquisition or merger candidate and for costs incurred in connection with this
registration statement.
The Company has now begun to consider and investigate potential business
opportunities. The Company is considered a development stage company and, due to
its status as a "shell" corporation, its principal business purpose is to locate
and consummate a merger or acquisition with a private entity.
Because of the Company's current status of having limited assets and No
recent operating history, in the event the Company does successfully acquire Or
merge with an operating business opportunity, it is likely that the Company's
present shareholders will experience substantial dilution and there will be a
probable change in control of the Company.
On November 15, 2001, the Company also determined it should become active
in seeking potential operating businesses and business opportunities with the
intent to acquire or merge with such businesses.
Any target acquisition or merger candidate of the Company will become
subject to the same reporting requirements as the Company upon consummation of
any such business combination. Thus, in the event that the Company successfully
completes an acquisition or merger with another operating business, the
resulting combined business must provide audited financial statements for at
least the two most recent fiscal years, or in the event that the combined
operating business has been in business less than two years, audited financial
statements will be required from the period of inception of the target
acquisition or merger candidate.
The Company's principal executive offices are located at 14 Pico Crescent,
Thornhill, Ontario Canada L4J 8P4 and its telephone number is (905) 731-0189.
Business of Issuer
The Company has no recent operating history and no representation is made,
nor is any intended, that the Company will be able to carry on future business
activities successfully. There can be no assurance that the Company. will have
the ability to acquire or merge with an operating business, business opportunity
or property that will be of material value to the Company.
Management plans to investigate, research and, if justified, potentially
acquire or merge with one or more businesses or business opportunities. The
Company currently has no commitment or arrangement, written or oral, to
participate in any business opportunity and management cannot predict the nature
of any potential business opportunity it may ultimately consider. Management
will have broad discretion in its search for and negotiations with any potential
business or business opportunity.
- 20 -
Sources of Business Opportunities
The Company intends to use various sources in its search for potential
business opportunities including its officers and directors, consultants,
special advisors, securities broker-dealers, venture capitalists, member of the
financial community and others who may present management with unsolicited
proposals. Because of the Company's limited capital, it may not be able to
retain on a fee basis professional firms specializing in business acquisitions
and reorganizations. The Company will most likely have to rely on outside
sources, not otherwise associated with the Company, that will accept their
compensation only after the Company has finalized a successful acquisition or
merger. The Company will rely upon the expertise and contacts of such persons,
will use notices in written publications and personal contacts to find merger
and acquisition candidates, the exact number of such contacts dependent upon the
skill and industriousness of the participants and the conditions of the
marketplace. None of the participants in the process will have any past business
relationship with management. To date the Company has paid certain consultants
with stock for services rendered but has not entered into any definitive
agreements nor understandings regarding retention of any of the consultants
already remunerated to assist the Company in its search for business
opportunities.
The Company does not intend to restrict its search to any specific kind Of
industry or business. The Company may investigate and ultimately acquire a
venture that is in its preliminary or development stage, is already in
operation, or in various stages of its corporate existence and development.
Management cannot predict at this time the status or nature of any venture in
which the Company may participate. A potential venture might need additional
capital or merely desire to have its shares publicly traded. The most likely
scenario for a possible business arrangement would involve the acquisition of,
or merger with, an operating business that does not need additional capital, but
which merely desires to establish a public trading market for its shares.
Management believes that the Company could provide a potential public vehicle
for a private entity interested in becoming a publicly held corporation with
this registration statement.
Evaluation
Once the Company has identified a particular entity as a potential
acquisition or merger candidate, management will seek to determine whether
acquisition or merger is warranted or whether further investigation is
necessary. Such determination will generally be based on management's knowledge
and experience, (limited solely to working history - See "Directors, Executive
Officers, etc.") or with the assistance of outside advisors and consultants
evaluating the preliminary information available to them. Management may elect
to engage outside independent consultants to perform preliminary analysis of
potential business opportunities. However, because of the Company's limited
capital it may not have the necessary funds for a complete and exhaustive
investigation of any particular opportunity. Management will not devote full
time to finding a merger candidate, will continue to engage in outside unrelated
activities, and anticipates devoting no more than an average of five (5) hours
weekly to such undertaking.
- 21 -
In evaluating such potential business opportunities, the Company will
consider, to the extent relevant to the specific opportunity, several factors
including potential benefits to the Company and its shareholders; working
capital, financial requirements and availability of additional financing;
history of operation, if any; nature of present and expected competition;
quality and experience of management; need for further research, development or
exploration; potential for growth and expansion; potential for profits; and
other factors deemed relevant to the specific opportunity.
Because the Company has not located or identified any specific business
opportunity as of the date hereof, there are certain unidentified risks that
cannot be adequately expressed prior to the identification of a specific
business opportunity. There can be no assurance following consummation of any
acquisition or merger that the business venture will develop into a going
concern or, if the business is already operating, that it will continue to
operate successfully. Many of the potential business opportunities available to
the Company may involve new and untested products, processes or market
strategies which may not ultimately prove successful.
At this time the Company is evaluating a number of opportunities. If any of
these opportunities are pursued with a view to acquisition or merger, the
Company will file a post-effective registration statement to effect this merger
or acquisition.
In addition the potential business that may be acquired must produce
audited financial statements for the last 2 years. If the potential acquisition
has not been existence for 2 years then audited financial statements will be
required for such shorter period. If the potential acquisition is a private
company, there is a good chance that the financial statements have not been
audited and our company will not be able merge with this potential acquisition
for the purposes of going public unless such financial statements are audited.
Form of Potential Acquisition or Merger
Presently the Company cannot predict the manner in which it might
participate in a prospective business opportunity. Each separate potential
opportunity will be reviewed and, upon the basis of that review, a suitable
legal structure or method of participation will be chosen. The particular manner
in which the Company participates in a specific business opportunity will depend
upon the nature of that opportunity, the respective needs and desires of the
Company and management of the opportunity, and the relative negotiating strength
of the parties involved. Actual participation in a business venture may take the
form of an asset purchase, lease, joint venture, license, partnership, stock
purchase, reorganization, merger or consolidation. The Company may act directly
or indirectly through an interest in a partnership, corporation, or other form
of organization, however, the company does not intend to participate in
opportunities through the purchase of minority stock positions.
Because of the Company's current status of inactivity since inception
October 9, 2001, and its concomitant lack of assets and relevant operating
history, it is likely that any potential merger or acquisition with another
operating business will require substantial dilution to the Company's existing
shareholders' interests. There will probably be a change in control of the
Company, with the incoming owners of the targeted merger or acquisition
candidate taking over control of the Company. Management has not established any
guidelines as to the amount of control it will offer to prospective business
opportunity candidates, since this issue will depend to a large degree on the
economic strength and desirability of each candidate, and the corresponding
relative bargaining power of the parties. However, management will endeavor to
negotiate the best possible terms for the benefit of the Company's shareholders
as the case arises. Management may actively negotiate or otherwise consent to
the purchase of any portion of their common stock as a
- 22 -
condition to, or in connection with, a proposed merger or acquisition. In
such an event, existing shareholders may not be afforded an opportunity to
approve or consent to any particular stock buy-out transaction. However the
terms of the sale of shares held by present management of the Company will be
extended equally to all other current shareholders.
Management does not have any plans to borrow funds to compensate any
persons, consultants, or promoters in conjunction with its efforts to find and
acquire or merge with another business opportunity. Management does not have any
plans to borrow funds to pay compensation to any prospective business
opportunity, or shareholders, management, creditors, or other potential parties
to the acquisition or merger. In either case, it is unlikely that the Company
would be able to borrow significant funds for such purposes from any
conventional lending sources. With this registration statement the Company hopes
to raise enough funds that will allow it to go public and make a serious effort
to acquire or merge with a suitable candidate. Management will also endeavor to
raise funds through he private sale of its securities. Such a private sale would
be limited to persons exempt under the Commission's Regulation D or other rule,
or provision or exemption, if any applies. However, no private sales are
contemplated by the Company's management at this time until the stock can be
registered for sale under this registration. If a private sale of the Company's
securities is deemed appropriate in the future, management will endeavor to
acquire funds on the best terms available to the Company. However, there can be
no assurance that the Company will be able to obtain funding when and if needed,
or that such funding, if available, can be obtained on terms reasonable or
acceptable to the Company. The Company does not anticipate using Regulation S
promulgated under the Securities Act of 1933 to raise any funds any time within
the next year, subject only to its potential applicability after
consummation of a merger or acquisition.
In the event of a successful acquisition or merger, a finder's fee, in the
form of cash or securities of the Company, may be paid to persons instrumental
in facilitating the transaction and escrowed in accordance to Rule 419. The
Company has not established any criteria or limits for the determination of a
finder's fee, although most likely an appropriate finder's fee will be
negotiated between the parties, including the potential business opportunity
candidate, based upon economic considerations and reasonable value as estimated
and mutually agreed upon at that time. A finder's fee would only be payable upon
completion of the proposed acquisition or merger in the normal case, and
management does not contemplate any other arrangement at this time. Current
management has not in the past used any particular consultants, advisors or
finders. Management has not actively undertaken a search for, nor retention of,
any finder's fee arrangement with any person. It is possible that a potential
merger or acquisition candidate would have its own finder's fee arrangement, or
other similar business brokerage or investment banking arrangement, whereupon
the terms may be governed by a pre-existing contract; in such case, the Company
may be limited in its ability to affect the terms of compensation, but most
likely the terms would be disclosed and subject to approval pursuant to
submission of the proposed transaction to a vote of the Company's shareholders.
Management cannot predict any other terms of a finder's fee arrangement at this
time. If such a fee arrangement was proposed, independent management and
directors would negotiate the best terms available to the Company so as not to
compromise the fiduciary duties of the representative in the proposed
transaction, and the Company would require that the proposed arrangement would
be submitted to the shareholders for prior ratification in an appropriate
manner.
- 23 -
Management does not contemplate that the Company would acquire or merge
With a business entity in which any officer or director of the Company has an
interest. Any such related party transaction, however remote, would be submitted
for approval by an independent quorum of the Board of Directors and the proposed
transaction would be submitted to the shareholders for prior ratification in an
appropriate manner. The Company's management has not had any contact,
discussions, or other understandings regarding any particular business
opportunity at this time, regardless of any potential conflict of interest
issues. Accordingly, the potential conflict of interest is merely a remote
theoretical possibility at this time.
Possible Blank Check Company Status
It is believed at this time that the Company will be classified as a blank
check company and as such is subject to Rule 419 in connection with the raising
of capital. The effects of Rule 419 are discussed in this registration statement
elsewhere.
Rights of Shareholders
The Company does intend to provide its shareholders with complete
Disclosure documentation including audited finance statements concerning a
target company and its business prior to any mergers or acquisitions.
Competition
Because the Company has not identified any potential acquisition or Merger
candidate, it is unable to evaluate the type and extent of its likely
competition. The Company is aware that there are several other public companies
with only nominal assets that are also searching for operating businesses and
other business opportunities as potential acquisition or merger candidates. The
Company will be in direct competition with these other public companies in its
search for business opportunities and, due to the Company's limited funds, it
may be difficult to successfully compete with these other companies.
Employees
As of the date hereof, the Company does not have any employees and has no
plans for retaining employees until such time as the Company's business warrants
the expense, or until the Company successfully acquires or merges with an
operating business. The Company may find it necessary to periodically hire
part-time clerical help on an as-needed basis. The funds needed in this case
will be advanced by Mr. Winick.
Facilities
The Company is currently using at no cost to the Company, as its principal
place of business offices of one of its directors and officer (provided at no
cost), located in Thornhill, Ontario Canada. Although the Company has no written
agreement and pays no rent for the use of this facility, it is contemplated that
at such future time as an acquisition or merger transaction may be completed,
the Company will secure commercial office space from which it will conduct its
business. Until such an acquisition or merger, the Company lacks any basis for
determining the kinds of office space or other facilities necessary for its
future business. The Company has no current plans to secure such commercial
office space. It is also possible that a merger or acquisition candidate would
have adequate existing facilities upon completion of such a transaction, and the
Company's principal offices may be transferred to such existing facilities.
- 24 -
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The Company is considered a development stage company with limited assets
or capital, and with no operations or income since inception October 9, 2001.
The costs and expenses associated with the preparation and filing of this
registration statement and other operations of the Company have been paid forby
a shareholder, specifically Mr. Marvin N. Winick (see Security Ownership of
Certain Beneficial Owners and Management Marvin N. Winick is one of the
controlling shareholders). Mr. Winick has agreed to pay future costs associated
with filing future reports under Exchange Act of 1934 if the Company is unable
to do so. It is anticipated that the Company will require only nominal capital
to maintain the corporate viability of the Company and any additional needed
funds will most likely be provided by the Company's existing shareholders or its
sole officer and director in the immediate future. Current shareholders have not
agreed upon the terms and conditions of future financing and such undertaking
will be subject to future negotiations, except for the express commitment of Mr.
Winick to fund required 34 Act filings. Repayment of any such funding will also
be subject to such negotiations. However, unless the Company is able to
facilitate an acquisition of or merger with an operating business or is able to
obtain significant outside financing, there is substantial doubt about its
ability to continue as a going concern.
In the opinion of management, inflation has not and will not have a
material effect on the operations of the Company until such time as the Company
successfully completes an acquisition or merger. At that time, management will
evaluate the possible effects of inflation on the Company as it relates to its
business and operations following a successful acquisition or merger.
Management plans may but do not currently provide for experts to secure A
successful acquisition or merger partner so that it will be able to continue As
a going concern. In the event such efforts are unsuccessful, contingent plans
have been arranged to provide that the current Director of the Company is to
fund required future filings under the 34 Act, and existing shareholders have
expressed an interest in additional funding if necessary to continue the Company
as a going concern.
Plan of Operation
During the next twelve months, the Company will actively seek out and
investigate possible business opportunities with the intent to acquire or merge
with one or more business ventures. In its search for business opportunities,
management will follow the procedures outlined above Because the Company has
limited funds, it may be necessary for the officers and directors to either
advance funds to the Company or to accrue expenses until such time as a
successful business consolidation can be made. The Company will not require that
the funds advanced by the officers and directors be repaid immediately by the
target company.
These funds will show as an accounts payable on the records of the Company
to be repaid at such time as there are funds available to repay such advances.
Management intends to hold expenses to a minimum and to obtain services on a
contingency basis when possible. Further, the Company's directors will defer any
compensation until such time as an acquisition or merger can be accomplished and
will strive to have the business opportunity provide their remuneration.
However, if the Company engages outside advisors or consultants in its
search for business opportunities, it may be necessary for the Company to
attempt to raise additional funds. As of the date hereof, the Company has not
made any arrangements or definitive agreements to use outside advisors or
consultants or to raise any capital. In the event the Company does need to raise
capital most likely the only method available to the Company would be the
private sale of its securities. Because of the nature of the Company as a
development stage company, it is unlikely that it could make a public sale of
securities or be able to borrow any significant sum from either a commercial or
private lender. There can be no assurance that the Company will able to obtain
additional funding when and if needed, or that such funding, if available, can
be obtained on terms acceptable to the Company.
The Company does not intend to use any employees, with the possible
exception of part-time clerical assistance on an as-needed basis. Outside
advisors or consultants will be used only if they can be obtained for minimal
cost or on a deferred payment basis. Management is convinced that it will be
able to operate in this manner and to continue its search for business
opportunities during the next twelve months.
Description of Property
The information required by this Item is not applicable to this Form SB-2
due to the fact that the Company does not own or control any material property.
There are no preliminary agreements or understandings with respect to office
facilities in the future.
- 25 -
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On October 10, 2001 Marvin N. Winick received 525,000,Bernard Spiegel
received 17,500 shares and 503124 Ontario Ltd. received 175,000 shares of common
stock each as the founding officers, directors and entities in exchange for a
commitment to arrange to pay the costs of the continued operations and to seek
out a merger or acquisition on behalf of the Company.
In addition Mr. Winick has paid for the cost and expenses associated with
the filing of this Form SB-2 and other operations of the Company.
At the current time, the Company has no provision to issue any additional
securities to management, promoters or their respective affiliates or
associates. At such time as the Board of Directors adopts an employee stock
option or pension plan, any issuance would be in accordance with the terms
thereof and proper approval. Although the Company has a very large amount of
authorized but unissued Common Stock and Preferred Stock which may be issued
without further shareholder approval or notice, the Company intends to reserve
such stock for the Rule 504, 505 and 506 offerings for acquisitions.
From inception(October 9, 2001), there have not been any other transactions
between the Company and any officer, director, nominee for election as director,
or any shareholder owning greater than five percent (5%) of the Company's
outstanding shares, nor any member of the above referenced individuals'
immediate family except as described above.
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
At this time the Company shares are not listed on any stock exchange And
therefore there is no public trading market.
(i) there are no outstanding options or warrants or convertible securities
at this time;
(ii) there are no shares offered pursuant to Rule 144; or
(iii) there are no shares offered pursuant to an employee benefit plan or
dividend reinvestment plan.
(iv) there are no shares of common stock owned by security holders that
being offered for sale in this registration statement. The shares being offered
herein, are from treasury.
(v) there does not exist at this time any agreement with individuals who
are shareholders which are deemed to be promoters, affiliates and who may act as
underwriters to register their stock. If and when the situation arises where
such shareholders are to sell or transfer their securities, the Company will
undertake to register such stock in conformity with the January 31, 2000 letter
written by Ken Worm.
At present there are 22 holders of shares of common stock totaling
1,050,000.
EXECUTIVE COMPENSATION
The Company has not had a bonus, profit sharing, or deferred compensation
plan for the benefit of its employees, officers or directors. The Company has
not paid any salaries or other compensation to its officers, directors or
employees since incorporation. Further, the Company has not entered into an
employment agreement with any of its officers, directors or any other persons
and no such agreements are anticipated in the immediate future. It is intended
that the Company's director will defer any compensation until such time as an
acquisition or merger can be accomplished.
- 26 -
FINANCIAL STATEMENTS
The financial statements are as follows:
CPW Capital CORPORATION
(A Development Stage Company)
Financial Statements
For the six months ended April 30, 2003 and 2002
and for the year ended October 31, 2002 and for the period
from October 9, 2001 (Inception) to October 31, 2001
and for the cumulative period October 9, 2001 (Inception) to April 30, 2003
CPW Capital CORPORATION
INDEX TO FINANCIAL STATEMENTS
- ---------------------------------------------------------------- ---------------
Page
- ---------------------------------------------------------------- ---------------
- ---------------------------------------------------------------- ---------------
INDEPENDENT AUDITORS' REPORT - F-1
- ---------------------------------------------------------------- ---------------
- ---------------------------------------------------------------- ---------------
BALANCE SHEETS................................................. F-2
- ---------------------------------------------------------------- ---------------
- ---------------------------------------------------------------- ---------------
STATEMENTS OF OPERATIONS....................................... F-3
- ---------------------------------------------------------------- ---------------
- ---------------------------------------------------------------- ---------------
STATEMENT OF STOCKHOLDERS' DEFICIT............................. F-4
- ---------------------------------------------------------------- ---------------
- ---------------------------------------------------------------- ---------------
STATEMENTS OF CASH FLOWS...................................... F-5
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- ---------------------------------------------------------------- ---------------
NOTES TO FINANCIAL STATEMENTS................................ F-6 - F-7
- ---------------------------------------------------------------- ---------------
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders
CPW Capital Corporation
Toronto, Ontario
We have audited the accompanying balance sheet of CPW Capital Corporation
(A Development Stage Company) as of October 31, 2002 and the related statements
of operations, stockholders' deficit, and cash flows for the year ended October
31, 2002, and for the period October 9, 2001 (Inception) to October 31, 2001.
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 audit.
We conducted our audit in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of CPW Capital Corporation (A
Development Stage Company) at October 31, 2002 and the results of its operations
and its cash flows for the year ended October 31, 2002, and for the period
October 9, 2001 (Inception) to October 31, 2001 in conformity with accounting
principles generally accepted in the United States of America.
/s/ Marcum & Kliegman LLP
New York, New York
July 11, 2003
F-1
CPW Capital CORPORATION
(A Development Stage Company)
BALANCE SHEET
April 30, 2003 October 31, 2002
----------------- --------------------
(Unaudited)
ASSETS
$ - $ -
TOTAL ASSETS ================== ==================
LIABILITIES AND STOCKHOLDERS' DEFICIT
Advance from stockholder $ 395 $ 395
---------------- ----------------
Preferred stock, $.001 par value, authorized
5,000,000 shares, none issued or
outstanding $ - $ -
Common stock, $.001 par value,
authorized 50,000,000 shares,
issued and outstanding 1,050,000 shares 1,050 1,050
Deficit accumulated during
the development stage (1,445) (1,445)
------------------ -----------------
Total stockholders' deficit (395) (395)
------------------ -----------------
TOTAL LIABILITIES AND
STOCKHOLDERS' DEFICIT $ - $ -
=================== ==================
The accompanying notes are an integral part of these financial statements.
F-2
CPW Capital CORPORATION
(A Development Stage Company)
STATEMENT OF OPERATIONS
October 9, October 9,
2001 2001
(inception) (inception)
Months Ended Year Ended through through
----------------------------
April 30, April 30, October October 31, April 30,
2003 2002 31, 2002 2001 2003
-------- -------- --------- ------------ -----------
(Unaudited) (Unaudited) (Unaudited)
REVENUE $ - $ - $ - $ - $ -
GENERAL AND
ADMINISTRATIVE - - - 1,445 1,445
-------- -------- -------- --------- -------
NET LOSS $ - $ - $ - $ (1,445) $(1,445)
========= ======== ======== ========= =======
NET LOSS PER
SHARE, BASIC
AND DILUTED $ - $ - $ - $ - $ -
========= ========= ======== ======== =======
WEIGHTED AVERAGE
NUMBER OF COMMON
SHARES
OUTSTANDING 1,050,000 1,050,000 1,050,000 1,050,000
========== ========= ========== =========
The accompanying notes are an integral part of these financial statements.
CPW Capital CORPORATION
(A Development Stage Company)
STATEMENT OF CASH FLOWS
October 9, October 9,
2001 2001
(inception) (inception)
Months Ended Year Ended through through
----------------------------
April 30, April 30, October October 31, April 30,
2003 2002 31, 2002 2001 2003
-------- -------- --------- ------------ -----------
(Unaudited) (Unaudited) (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ - $ - $ - $ (1,445) $ (1,445)
Adjustments to
reconcile net
loss to net
cash used
in operating activities:
Issuance of common
stock for
services - - - 1,050 1,050
--------- --------- -------- -------- -----------
NET CASH USED
IN OPERATING
ACTIVITIES - - - (395) (395)
CASH FLOWS FROM FINANCING ACTIVITIES:
Advance from
stockholder - - - 395 395
---------- ---------- --------- -------- -----------
NET CHANGE IN
CASH - - - - -
----------- ---------- ---------- -------- -----------
CASH -
Beginning of
period - - - - -
----------- ----------- ---------- -------- -----------
CASH - End
of period $ - $ - $ - $ - $ -
=========== ========== =========== ======== ===========
The accompanying notes are an integral part of these financial statements.
CPW Capital CORPORATION
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' DEFICIT
Deficit
Accumulated
During the Total
Preferred Stock Common Stock Development Stockholders'
--------------------- -----------------------
Shares Amount Shares Amount Stage Deficit
------ ------ ------ ------ ----------- -----------
Balance -
October 9, 2001
(inception) - $ - - $ - $ - $ -
Issuance of
common stock - - 1,050,000 1,050 - 1,050
Net loss - - - - (1,445) (1,445)
------- ------ --------- ----- ------ ------
Balance
- October
31, 2001 - - 1,050,000 1,050 (1,445) (395)
Net loss - - - - - -
-------- ------ --------- ------ ------ ------
Balance -
October
31, 2002 - $ - 1,050,000$1,050 $(1,445) $ (395)
Net loss - - - - - -
-------- ------ --------- ----- ------- ------
Balance
- - April
30, 2003
(Unaudited) - $ - 1,050,000$1,050 $(1,445) $ (395)
======== ====== ========= ===== ======= ===========
The accompanying notes are an integral part of these financial statements.
CPW Capital CORPORATION
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Business
CPW Capital Corporation (the "Company") was incorporated on October 9, 2001
under the laws of the State of Nevada. The Company's primary business operations
are to engage in internet and technology based businesses. The Company is
searching for a viable entity with which to merge and/or acquire and intends to
raise funds in order to fulfill its business objectives.
The Company has not earned any revenue from operations. Accordingly, the
Company's activities have been accounted for as those of a "Development Stage
Enterprise" as set forth in Financial Accounting Standards Board Statement No. 7
("SFAS 7"). Among the disclosures required by SFAS 7 are that the Company's
financial statements be identified as those of a development stage company, and
that the statements of operations, stockholders' deficit and cash flows disclose
activity since the date of the Company's inception.
Basis of Accounting
The accompanying financial statements have been prepared on the accrual
basis of accounting in accordance with accounting principles generally accepted
in the United States of America.
Estimates
The preparation of financial statements in accordance with accounting
principles generally in the United States of America 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 revenue and expenses during
the reporting period. Actual results could differ from those estimates.
Loss Per Common Share
Basic and diluted net loss per share information is presented under the
requirements of SFAS No. 128, Earnings Per Share. Basic net loss per share is
computed by dividing net loss by the weighted average number of shares of common
stock outstanding for the period. Diluted net loss per share reflects the
potential dilution of securities by adding other common stock equivalents,
including stock options, shares subject to repurchase, warrants and convertible
preferred stock, in the weighted-average number of common shares outstanding for
a period, if dilutive. All potentially dilutive securities have been excluded
from the computation, as their effect is anti-dilutive.
Unaudited Interim Information
The information presented for the six-month periods ended April 30, 2003
and 2002 and for the cumulative period October 9, 2001 (Inception) to April 30,
2003 has not been audited. In the opinion of management, the unaudited interim
financial statements include all adjustments, consisting only of normal
recurring adjustments, necessary to present fairly the information set forth
therein. The results of operations for the six month ended April 30, 2003 and
2002 and for the cumulative period October 9, 2001 (Inception) to April 30, 2003
are not necessarily indicative of the results for the years ending October 31,
2003 and 2002.
2. ADVANCE FROM STOCKHOLDER
An officer of the Company advanced $395 for incorporation costs and the
advance is unsecured, non-interest bearing, and is due on demand.
3. STOCKHOLDERS' DEFICIT
The authorized capital common stock is 50,000,000 shares of common stock at
$.001 par value. In October 2001, the Company issued 1,050,000 shares of common
stock to its officers and directors for consulting services rendered, which
aggregated to $1,050.
CPW Capital CORPORATION.
(A Development Stage Company)
Interim Unaudited Financial Statements
For the Nine Months Ended September 30, 2003
CPW Capital CORPORATION
(A Development Stage Company)
BALANCE SHEET
September 30, 2003 October 31, 2002
----------------- --------------------
(Unaudited)
ASSETS
$ - $ -
TOTAL ASSETS ================== ==================
LIABILITIES AND STOCKHOLDERS' DEFICIT
Advance from stockholder $ 395 $ 395
---------------- ----------------
Preferred stock, $.001 par value, authorized
5,000,000 shares, none issued or
outstanding $ - $ -
Common stock, $.001 par value,
authorized 50,000,000 shares,
issued and outstanding 1,050,000 shares 1,050 1,050
Deficit accumulated during
the development stage (1,445) (1,445)
------------------ -----------------
Total stockholders' deficit (395) (395)
------------------ -----------------
TOTAL LIABILITIES AND
STOCKHOLDERS' DEFICIT $ - $ -
=================== =================
The accompanying notes are an integral part of these financial statements.
F-2
CPW Capital CORPORATION
(A Development Stage Company)
INTERIM STATEMENT OF OPERATIONS
(Unaudited)
October 9,
2001
Three Nine (inception)
Months Ended Months Ended through
---------------------------------------
Sept 30, Sept 30, Sept 30, Sept 30, Sept 30,
2003 2002 2003 2002 2003
-------- -------- --------- ------------ -----------
REVENUE $ - $ - $ - $ - $ -
GENERAL AND
ADMINISTRATIVE - - - - 1,445
-------- -------- -------- --------- -------
NET LOSS $ - $ - $ - $ - $(1,445)
========= ======== ======== ========= =======
NET LOSS PER
SHARE, BASIC
AND DILUTED $ - $ - $ - $ - $ -
========= ========= ======== ======== =======
WEIGHTED AVERAGE
NUMBER OF COMMON
SHARES
OUTSTANDING 1,050,000 1,050,000 1,050,000 1,050,000
========== ========= ========== =========
The accompanying notes are an integral part of these financial statements.
CPW Capital CORPORATION
(A Development Stage Company)
INTERIM STATEMENT OF CASH FLOWS
(Unaudited)
October 9,
2001
Nine (inception)
Months Ended through
----------------------------
Sept 30, Sept 30, Sept 30,
2003 2002 2003
--------- -------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ - $ - $ (1,445)
Adjustments to reconcile net
loss to net cash used in operating
activities:
Issuance of common stock for services - - 1,050
-------- -------- -----------
NET CASH USED IN OPERATING
ACTIVITIES - - (395)
CASH FLOWS FROM FINANCING ACTIVITIES:
Advance from stockholder - - 395
-------- -------- -----------
NET CHANGE IN CASH - - -
-------- -------- -----------
CASH - Beginning of period - - -
-------- -------- -----------
CASH - End of period $ - $ - $ -
======== ======== ===========
The accompanying notes are an integral part of these financial statements.
CPW Capital CORPORATION
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' DEFICIT
(Unaudited)
Deficit
Accumulated
During the Total
Preferred Stock Common Stock Development Stockholders'
--------------------- -----------------------
Shares Amount Shares Amount Stage Deficit
------ ------ ------ ------ ----------- -----------
Balance -
October 9, 2001
(inception) - $ - - $ - $ - $ -
Issuance of
common stock - - 1,050,000 1,050 - 1,050
Net loss - - - - (1,445) (1,445)
------- ------ --------- ----- ------ ------
Balance
- October
31, 2001 - - 1,050,000 1,050 (1,445) (395)
Net loss - - - - - -
-------- ------ --------- ------ ------ ------
Balance -
October
31, 2002 - $ - 1,050,000$1,050 $(1,445) $ (395)
Net loss - - - - - -
-------- ------ --------- ----- ------- ------
Balance
- - September
30, 2003
$ - - 1,050,000$1,050 $(1,445) $ (395)
======== ====== ========= ===== ======= ===========
The accompanying notes are an integral part of these financial statements.
CPW Capital CORPORATION
(A Development Stage Company)
NOTES TO INTERIM FINANCIAL STATEMENTS
As At September 30, 2003
(Unaudited)
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Business
CPW Capital Corporation (the "Company") was incorporated on October 9, 2001
under the laws of the State of Nevada. The Company's primary business operations
are to engage in internet and technology based businesses. The Company is
searching for a viable entity with which to merge and/or acquire and intends to
raise funds in order to fulfill its business objectives.
The Company has not earned any revenue from operations. Accordingly, the
Company's activities have been accounted for as those of a "Development Stage
Enterprise" as set forth in Financial Accounting Standards Board Statement No. 7
("SFAS 7"). Among the disclosures required by SFAS 7 are that the Company's
financial statements be identified as those of a development stage company, and
that the statements of operations, stockholders' deficit and cash flows disclose
activity since the date of the Company's inception.
Basis of Accounting
The accompanying financial statements have been prepared on the accrual
basis of accounting in accordance with accounting principles generally accepted
in the United States of America.
Estimates
The preparation of financial statements in accordance with accounting
principles generally in the United States of America 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 revenue and expenses during
the reporting period. Actual results could differ from those estimates.
Loss Per Common Share
Basic and diluted net loss per share information is presented under the
requirements of SFAS No. 128, Earnings Per Share. Basic net loss per share is
computed by dividing net loss by the weighted average number of shares of common
stock outstanding for the period. Diluted net loss per share reflects the
potential dilution of securities by adding other common stock equivalents,
including stock options, shares subject to repurchase, warrants and convertible
preferred stock, in the weighted-average number of common shares outstanding for
a period, if dilutive. All potentially dilutive securities have been excluded
from the computation, as their effect is anti-dilutive.
Unaudited Interim Information
In the opinion of management, the unaudited interim financial statements
include all adjustments, consisting only of normal recurring adjustments,
necessary to present fairly the information set forth therein.
2. ADVANCE FROM STOCKHOLDER
An officer of the Company advanced $395 for incorporation costs and the
advance is unsecured, non-interest bearing, and is due on demand.
3. STOCKHOLDERS' DEFICIT
The authorized capital common stock is 50,000,000 shares of common stock at
$.001 par value. In October 2001, the Company issued 1,050,000 shares of common
stock to its officers and directors for consulting services rendered, which
aggregated to $1,050.
CPW Capital CORPORATION
(A Development Stage Enterprise)
Financial Statements
From October 9, 2001 (Inception) to October 31, 2001
CPW Capital CORPORATION
INDEX TO FINANCIAL STATEMENTS
Page
INDEPENDENT AUDITORS' REPORT F-1
BALANCE SHEET F-2
STATEMENT OF OPERATIONS F-3
STATEMENT OF STOCKHOLDERS' DEFICIT F-4
STATEMENT OF CASH FLOWS F-5
NOTES TO FINANCIAL STATEMENTS F-6 - F-7
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders
CPW Capital Corporation
Toronto, Ontario
We have audited the accompanying balance sheet of CPW Capital Corporation
(A Development Stage Enterprise) as of October 31, 2001 and the related
statements of operations and cash flows for the period October 9, 2001
(Inception) to October 31, 2001. 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 audit.
We conducted our audit in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of CPW Capital Corporation (A
Development Stage Enterprise) at October 31, 2001 and the results of its
operations and its cash flows for the period October 9, 2001 (Inception) to
October 31, 2001 in conformity with accounting principles generally accepted in
the United States of America.
/s/ Feldman Sherb & Co., P.C.
Feldman Sherb & Co., P.C.
Certified Public Accountants
November 2, 2001
New York, New York
F-1
CPW Capital CORPORATION
(A Development Stage Enterprise)
BALANCE SHEET
OCTOBER 31, 2001
LIABILITIES AND STOCKHOLDERS' DEFICIT
Advance from shareholder $ 395
-------
STOCKHOLDERS' EQUITY
Preferred stock, $.001 par value, authorized
5,000,000 shares,
none issued or outstanding $ -
Common stock, $.001 par value, authorized
50,000,000 shares,
issued and outstanding 1,050,000 shares 1,050
Deficit accumulated during the development stage (1,445)
-------
Total stockholders' deficit (395)
-------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ -
=======
See notes to financial statements.
F-2
CPW Capital CORPORATION
(A Development Stage Enterprise)
STATEMENT OF OPERATIONS
FROM OCTOBER 9, 2001 (INCEPTION) TO OCTOBER 31, 2001
REVENUE $ -
-------
Expenses
GENERAL AND ADMINISTRATIVE 1,445
-------
NET LOSS $ (1,445)
=======
NET LOSS PER SHARE, BASIC AND DILUTED $ -
=======
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 1,050,000
=========
See notes to financial statements
F-3
CPW Capital CORPORATION
(A Development Stage Enterprise)
STATEMENT OF STOCKHOLDERS' DEFICIT
Deficit
Accumulated
During the Total
Preferred Stock Common Stock Development Stockholders'
Shares Amount Shares Amount Stage Deficit
-----------------------------------------------------------
Balance - October
9, 2001 - $ - - $ - $ - $ -
Issuance of common
stock - - 1,050,000 1,050 - 1,050
Net loss - - - - (1,445) (1,445)
----------------------------------------------------------
- -
Balance - October
31, 2001 - $ - 1,050,000 $ 1,050 $ (1,445) $ (395)
===========================================================
See notes to financial statements.
F-4
CPW Capital CORPORATION
(A Development Stage Enterprise)
STATEMENT OF CASH FLOWS
FROM OCTOBER 9, 2001 (INCEPTION) TO OCTOBER 31, 2001
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (1,445)
Adjustments to reconcile net loss to net cash used
in operating activities:
Issuance of common stock for services 1,050
Advances from shareholders 395
------
NET CASH USED IN OPERATING ACTIVITIES -
------
INCREASE(DECREASE) IN CASH -
------
CASH - Beginning of period -
------
CASH - End of year $ -
======
See notes to financial statements.
F-5
CPW Capital CORPORATION
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Business
CPW Capital Corporation (the "Company") was incorporated on October 9, 2001
under the laws of the State of Nevada. The Company's primary business operations
are to engage in internet and technology based businesses. The Company is
searching for a viable entity upon which to merge and/or acquire and intends to
raise funds in order to fulfill its business objectives.
The Company has not earned any revenue from operations. Accordingly, the
Company's activities have been accounted for as those of a "Development Stage
Enterprise" as set forth in Financial Accounting Standards Board Statement No. 7
("SFAS 7"). Among the disclosures required by SFAS 7 are that the Company's
financial statements be identified as those of a development stage company, and
that the statements of operations, stockholders' deficit and cash flows disclose
activity since the date of the Company's inception.
Basis of Accounting
The accompanying financial statements have been prepared on the accrual
basis of accounting in accordance with accounting principles generally accepted
in the United States of America.
Estimates
The preparation of financial statements in accordance with accounting
principles generally in the United States of America 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 revenue and expenses during
the reporting period. Actual results could differ from those estimates.
Loss Per Common Share
Basic and diluted net loss per share information is presented under the
requirements of SFAS No. 128, Earnings Per Share. Basic net loss per share is
computed by dividing net loss by the weighted average number of shares of common
stock outstanding for the period. Diluted net loss per share reflects the
potential dilution of securities by adding other common stock equivalents,
including stock options, shares subject to repurchase, warrants and convertible
preferred stock, in the weighted-average number of common shares outstanding for
a period, if dilutive. All potentially dilutive securities have been excluded
from the computation, as their effect is anti-dilutive.
F-6
CPW Capital CORPORATION
(A Development Stage Enterprise
NOTES TO FINANCIAL STATEMENTS
2. ADVANCE FROM SHAREHOLDER
An officer of the Company advanced $395 for incorporation costs and the
advance is unsecured, non-interest bearing, and is due on demand.
3. STOCKHOLDERS' DEFICIT
The authorized capital common stock is 50,000,000 shares of common stock at
$.001 par value. In October 2001, the Company issued 1,050,000 shares of common
stock to its officers and directors and other related individuals for services
rendered.
4. GOING CONCERN
The accompanying financial statements have been prepared in conformity with
accounting principles generally accepted in the United States, which
contemplates continuation of the Company as a going concern. The Company has
generated no revenues and current liabilities exceed current assets by $ 395.
The future success of the Company is likely dependent on its ability to
attain additional capital to develop its proposed products and ultimately, upon
its ability to attain future profitable operations. There can be no assurance
that the Company will be successful in obtaining such financing, or that it will
attain positive cash flow from operations.
F-7
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
There have been no changes in accountants or disagreements with our present
accountants on financial disclosure.
ITEMS THAT ARE NOT A PART OF THIS PROSPECTUS
PART II
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article XI of the Company's Articles of Incorporation contains provisions
providing for the indemnification of directors and officers of the Company as
follows:
(a) The corporation shall indemnify any person who was or is a party, or is
threatened to be made a party, of any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation), by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is otherwise 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 expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement, actually and reasonably
incurred by him in connection with such action, suit or proceeding, if he acted
in good faith and in a manner he reasonably believed to be in, or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, has no reasonable cause to believe his conduct is unlawful. The
termination of any action, suit or proceeding, by judgment, order, settlement,
conviction upon a plea of nolo contendere or its equivalent, shall not of itself
create a presumption that the person did not act in good faith in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
corporation and, with respect to any criminal action or proceeding, had
reasonable cause to believe the action was unlawful.
(b) The corporation shall indemnify any person who was or is a party, or is
threatened to be made a party, to any threatened, pending or completed action or
suit by or in the right of the corporation, to procure a judgment in its favor
by reason of the fact that he is or was a director, officer, employee or agent
of the corporation, or is or was 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 expenses (including attorneys'
fees), actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit, if he acted in good faith and in a manner he
reasonably believed to be in, or not, opposed to, the best interests of the
corporation, except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable for negligence or misconduct in the performance of his duty to the
corporation, unless, and only to the extent that, the court in which such action
or suit was brought shall determine upon application that, despite the
adjudication of liability, but in view of all circumstances of the case, such
person is fairly and reasonably entitled to indemnification for such expenses
which such court deems proper.
- 50 -
(c) To the extent that a director, officer, employee or agent of the
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in Sections (a) and (b) of this Article,
or in defense of any claim, issue or matter therein, he shall be indemnified
against expenses (including attorney's fees) actually and reasonably incurred by
him in connection therewith.
(d) Any indemnification under Section (a) or (b) of this Article (unless
ordered by a court) shall be made by the corporation only as authorized in the
specific case upon a determination that indemnification of the officer, director
and employee or agent is proper in the circumstances, because he has met the
applicable standard of conduct set forth in Section (a) or (b) of this Article.
Such determination shall be made (i) by the Board of Directors by a majority
vote of a quorum consisting of directors who were not parties to such action,
suit or proceeding, or (ii) if such quorum is not obtainable or, even if
obtainable, a quorum of disinterested directors so directs, by independent legal
counsel in a written opinion, or (iii) by the affirmative vote of the holders of
a majority of the shares of stock entitled to vote and represented at a meeting
called for purpose.
(e) Expenses (including attorneys' fees) incurred in defending a civil or
criminal action, suit or proceeding may be paid by the corporation in advance of
the final disposition or such action, suit or proceeding, as authorized in
Section (d) of this Article, upon receipt of an understanding by or on behalf of
the director, officer, employee or agent to repay such amount, unless it shall
ultimately be determined that he is entitled to be indemnified by the
corporation as authorized in this Article.
(f) The Board of Directors may exercise the corporation's power to purchase
and maintain insurance on behalf of any person who is or was a director,
officer, employee, or agent of the corporation, or is or was serving at
therequest 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 him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the corporation
would have the power to indemnify him against such liability under this Article.
(g) The indemnification provided by this Article shall not be deemed
exclusive of any other rights to which those seeking indemnification may be
entitled under these Amended Articles of Incorporation, the Bylaws, agreements,
vote of the shareholders or disinterested directors, or otherwise, both as to
action in his official capacity and as to action in another capacity while
holding such office and shall continue as to person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the heirs
and personal representative of such a person.
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Not Applicable
RECENT SALES OF UNREGISTERED SECURITIES
On October 10, 2001, the Company sold a total of 1,050,000 at the par value
of $ .001 for a total value of $ 1,050 as reimbursement to officers, directors
and other related individuals in connection with costs and expenses incurred on
behalf of the Company in connection with this registration statement.
- 51 -
UNDERTAKINGS
The Company undertakes in connection with Rule 415 of the Securities Act of
1933 to file during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to include any
prospectus as required by Section 10(a)(3) of the Securities Act of 1933 and to
reflect in a post-effective amendment any material changes that may effect this
registration statement subsequently, including the naming of its underwriters in
connection with at the market offerings.
The Company also undertakes notwithstanding the foregoing, any increase or
decrease in volume of securities offered(if the total dollar value of securities
would not exceed that which was registered) any deviation from the low or high
end of the estimated maximum offering range to reflect in the prospectus as
filed with the Commission pursuant to Rule 424(b), if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement.
The Company also undertakes for determining liability under the Securities
Act, to treat each post-effective amendment as a new registration statement of
the securities offered, and the offering of the securities at that time to be
the initial bona fide offering.
The Company further undertakes to file a post-effective amendment to remove
from registration any of the securities that remain unsold at the end of the
offering.
If in the future the Company decides to offer the securities to existing
security holders under warrants and rights and if any securities are reoffered
to the public and/or underwriters with modification, the Company will also
undertake to file a post-effective amendment.
If the offering is to be done in the future with competitive bidding, the
Company will use its best efforts to distribute to prospective bidders,
underwriters, and dealers, a reasonable number of copies of a prospectus as
contained in the registration statement, together with any supplements and file
an amendment to the registration statement reflecting the result of the bidding,
the terms of the reoffering and related matters, unless we decide that there
will be no further public offering of such securities.
- 52 -
EXHIBITS
Index to Exhibits
The following exhibits are filed with this Registration Statement:
Exhibit No. Exhibit Name
3(i).1 Articles of Incorporation filed October 9, 2001
3(ii).1 By-laws
3(iii).1 Amendment to by-laws.
5.1 Opinion of legal counsel - William Yarno
11 Statement re Computation of per share earnings
23 Consent of independent accountants
99 Escrow agreement
- 53 -
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, in the City of Vaughan,
in the Province of Ontario.
CPW Capital Corporation.
By: /s/ Marvin Winick
--------------------------
Marvin N. Winick, President
In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following person in the capacity and on
the date stated:
/S/ Marvin Winick
- --------------------
Marvin N. Winick
President
Dated: November 25, 2003
/s/ Bernard Spiegel
- -------------------------
Secretary/Treasurer
Dated: November 25, 2003
-54-
Exhibit 3(i).1
ARTICLES OF INCORPORATION
OF
CPW Capital CORPORATION
FIRST: The name of this corporation is:
CPW Capital Corporation
SECOND: Its principal office in the State of Nevada is located at 9599 West
Charleston Blvd. Ste 1065, Las Vegas, Nevada 89117. The name and address of its
resident agent is Bluestar Capital Partners LLC, at the above address.
THIRD: The nature of the business or objects or purposes proposed may Be
organized under the General Corporation Law of the State of Nevada.
FOURTH: The total authorized capital stock of the corporation is 50,000,000
shares of common stock with a par value of $ .001 and 5,000,000 shares of
preferred stock with a par value of $ .001.
FIFTH: The governing board of this corporation shall be known as directors,
and the number of directors may from time to time be increased or decreased in
such manner as shall be provided in the by- laws of this corporation, provided
that the number of directors shall not be reduced less than one unless there is
less than one stockholder.
The address of the first board of directors, which shall be one in number,
is as follows:
NAME POST OFFICE
Marvin Winick 14 Pico Crescent
Thornhill, Ontario L4J 8P4
SIXTH: The capital stock, after the amount of the subscription price, or
par value, has been paid in, shall not be subject to assessment to pay the debts
of the corporation.
- 55 -
Page 2
SEVENTH: The name and post office address of the incorporator signing the
articles of incorporation is as follows:
NAME POST OFFICE ADDRESS
Frank Sherman 9599 West Charleston Blvd. #1065
Las Vegas, Nevada 89117
EIGHTH: The corporation is to have perpetual existence.
NINTH: In furtherance and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized, subject to the by-laws,
if any, adopted by the shareholders, to make, alter or amend the by-laws of the
corporation.
TENTH: Meetings of stockholders may be held outside of the State of Nevada
at such place or places as may be designated from time to time by the board of
directors or in the by-laws of the corporation.
ELEVENTH: This corporation reserves the right to amend, alter, change or
repeal any provision contained in the articles of incorporation, in the manner
now or hereafter prescribed, and all rights conferred upon stockholders herein
are granted subject to this reservation.
I, THE UNDERSIGNED, being the sole incorporator herein before named for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Nevada, do make and file these articles of incorporation, hereby
declaring and certifying that the facts herein stated are true, and accordingly
have hereunto set my hand this 27th day of September 2001 A.D.
/s/ Frank Sherman
---------------------------
Frank Sherman, Incorporator
- 56 -
CERTIFICATE OF ACCEPTANCE
OF
APPOINTMENT OF RESIDENT AGENT
OF
CPW Capital CORPORATION
I, Frank Sherman, Authorized Representative of Bluestar Capital Partners
LLC. hereby accepts appointment as Resident Agent of the above-named
corporation.
/s/ Frank Sherman
---------------------------
Frank Sherman
Authorized Representative
- 57 -
Exhibit 3(ii).1
BY LAWS
OF
CPW Capital CORPORATION
(a Nevada corporation)
______
ARTICLE I
STOCKHOLDERS
1. CERTIFICATE REPRESENTING STOCK. Every holder of stock in the corporation
shall be entitled to have a certificate signed by, or in the name of, the
corporation by the Chairman or Vice-Chairman of the Board of Directors, if any,
or by the President or a vice-President and by the Treasurer or an Assistant
Treasurer or the Secretary or an Assistant Secretary of the corporation or by
agents designated by the Board of Directors, certifying the number of shares
owned by him in the corporation and setting forth any additional statements that
may be required by the General Corporation Law of the State of Nevada (General
Corporation Law). If any such certificate is countersigned or otherwise
authenticated by a transfer agent or transfer clerk, and by a registrar, a
facsimile of the signature of the officers, the transfer agent or the transfer
clerk or the registrar of the corporation may be printed or lithographed upon
the certificate in lieu of the actual signatures. If any officer or officers who
shall have signed, or whose facsimile signature or signatures shall have been
used on any certificate or certificates shall cease to be such officer or
officers of the corporation before such certificate or certificates shall have
been delivered by the corporation, the certificate or certificates may
nevertheless be adopted by the corporation and be issued and delivered as though
the person or persons who signed such certificate or certificates, or whose
facsimile signature or signatures shall have been used thereon, had not ceased
to be such officer officers of the corporation.
Whenever the corporation shall be authorized to issue more than one class
of stock or more than one series of any class of stock, the certificates
representing stock of any such class or series shall set forth thereon the
statements prescribed by the General Corporation Law. Any restrictions on the
transfer or registration of transfer of any shares of stock of any class or
series shall be noted conspicuously on the certificate representing such shares.
- 58 -
The corporation may issue a new certificate of stock in place of any
certificate theretofore issued by it, alleged to have been lost, stolen, or
destroyed, and the Board of Directors may require the owner of any lost, stolen,
or destroyed certificate, or his legal representative, to give the corporation a
bond sufficient to indemnify the corporation against any claim that may be made
against it on account of alleged loss, theft, or destruction of any such
certificate or the issuance of any such new certificate.
2. FRACTIONAL SHARE INTERESTS. The corporation is not obliged to but may
execute and deliver a certificate for or including a fraction of a share. In
lieu of executing and delivering a certificate for a fraction of a share, the
corporation may proceed in the manner prescribed by the provisions of Section
78.205 of the General Corporation Law.
3. STOCK TRANSFERS. Upon compliance with provisions restricting the
transfer of registration of transfer of shares of stock, if any, transfers or
registration of transfers of shares of stock of the corporation shall be made
only on the stock ledger of the corporation by the registered bolder thereof, or
by his attorney thereunto authorized by power of attorney duly executed and
filed with the Secretary of the corporation or with a transfer agent or a
registrar, if any, and on surrender of the certificate or certificates for such
shares of stock properly endorsed and the payment of all taxes, if any, due
thereon.
4. RECORD DATE FOR STOCKHOLDERS. For the purpose of determining the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to exercise any rights in respect of any changed,
conversion, or exchange of stock or for the purpose of any other lawful action,
the directors may fix, in advance, a record date, which shall not be more than
sixty days nor less than ten days before the date of such meeting, nor more than
sixty days prior to any other action. If a record date is not fixed, the record
date is at the close of business on the day before the day on which notice is
giver or, if notice is waived, at the close of business on the day before the
meeting is held. A determination of stockholders of record entitled to notice of
or to vote at any meeting of stockholders applies to an adjournment of the
meeting; provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting. The directors must fix a new record date if the
meeting is adjourned to a date more than sixty days later than the date set for
the original meeting.
5. MEANING OF CERTAIN TERMS. As used in these Bylaws in respect of the
right to notice of a meeting of stockholders or a waiver thereof or to
participate or vote thereat or to consent or dissent in writing in lieu of a
meeting, as the case may be, the term "share" or "Shares" or "share of stock" or
"shares of stock" or "stockholder" or "stockholders" refers to an outstanding
share or shares of stock and to a holder or holders of record of outstanding
shares of stock when the corporation is authorized to issue only one class of
shares of stock, and said reference is also intended to include any outstanding
- 59 -
share or shares of stock and any holder or holders of record of outstanding
shares of stock of any class upon which or upon whom the Articles of
Incorporation confers such rights where there are two or more classes or series
of shares of stock or upon which or upon whom the General Corporation Law
confers such rights notwithstanding that the articles of incorporation may
provide for more than one class or series of shares of stock, one more of which
are limited or denied such rights thereunder; provided, however, that no such
right shall vest in the event of an increase or a decrease in the authorized
number of shares of stock of any class or series which is otherwise denied
voting rights under the provisions of the Articles of Incorporation.
6. STOCKHOLDER MEETINGS.
- TIME. The annual meeting shall be held on the date and at the time fixed,
from time to time, by the directors, provided, that the first annual meeting
shall be held on a date within thirteen months after the organization of the
corporation, and each successive annual meeting shall be held on a date within
thirteen months after the date of preceding annual meeting. A special meeting
shall be held on the date and at the time fixed by the directors.
- PLACE. Annual meetings and special meetings shall be held at such place,
within or without the State of Nevada, as the directors may, from time to time,
fix.
- CALL. Annual meetings and special meetings may be called by the directors
or by any officer instructed by the directors to call the meeting.
- NOTICE OR WAIVER OF NOTICE. Notice of all meetings shall be in writing
and signed by the President or a Vice-President, or the Secretary, or an
Assistant Secretary, or by such other person or persons as the directors may
designate. The notice must state the purpose or purposes for which the meeting
is called and the time when, and the place, where it is to be held. A copy of
the notice must be either delivered personally or mailed postage prepaid to each
stockholder not less than ten nor more than sixty days before the meeting. If
mailed, it must be directed to the stockholder at his address as it appears upon
the records of him, or his duly authorized attorney, either before or after the
meeting; and if notice of any kind is required to be given under the provisions
of the General Corporation Law, a waiver thereof in writing and duly signed
whether before or after the time stated therein, shall be deemed equivalent
thereto.
- CONDUCT OF MEETING. Meetings of the stockholders shall be presided over
by one of the following officers in order of seniority and if present and acting
the Chairman of the Board, if any, the Vice-Chairman of the Board, if any, the
President, a Vice-President, or, if none of the foregoing is in office and
present and acting, by a chairman to be chosen by the stockholders. The
Secretary of the corporation, or in his absence, an Assistant Secretary, shall
act as secretary of every meeting, but if neither the Secretary nor an Assistant
Secretary is present the Chairman of the meeting shall appoint a secretary of
the meeting.
- PROXY REPRESENTATION. At any meeting of stockholders, any stockholder may
designate another person or persons to act for him by proxy in any manner
described in, or otherwise authorized by, the provisions of Section 78.355 of
the General Corporation Law.
- 60 -
- INSPECTORS. The directors, in advance of any meeting, any, but need not,
appoint one or more inspectors of election to act at the meeting or any
adjournment thereof. If an inspector or inspectors are not appointed, the person
presiding at the meeting may, but need not, appoint one or more inspectors. In
case of any person who may be appointed as an inspector fails to appear or act,
the vacancy may be filled by appointment made by the directors in advance of the
meeting or at the meeting by the person presiding thereat. Each inspector, if
any, before entering upon the discharge of his duties, shall take and sign an
oath faithfully to execute the duties of inspector at such meeting with strict
impartiality and according to the best of his ability. The inspectors, if any,
shall determine the number of shares of stock outstanding and the voting power
of each, the shares of stock represented at the meeting, the existence of a
quorum, the validity and effect of proxies, and shall receive votes, ballots or
consents, hear and determine all challenges and questions arising in connection
with to right to vote, count and tabulate all votes, ballots or consents,
determine the result, and do such acts as are proper to conduct the election or
vote with fairness to all stockholders. On request of the person presiding at
the meeting, the inspector or inspectors, if any, shall make a report in writing
of any challenge, question or matter determined by him or them and execute a
certificate of any fact found by him or them.
- QUORUM. A majority of the voting power, which includes the voting Power
that is present in person or by proxy, regardless of whether the proxy has
authority to vote on all matters, constitutes a quorum at a meeting of
stockholders for the transaction of business unless the action to be taken at
the meeting shall require a greater proportion. The stockholders present may
adjourn the meeting despite the absence of a quorum.
- VOTING. Each share of stock shall entitle the holder thereof to one vote.
In the election of directors, a plurality of the votes cast shall elect. Any
other action is approved if the number of votes cast in favor of the action
exceeds the number of votes cast in opposition to the action, except where the
General Corporation Law, the Articles of Incorporation, or these Bylaws
prescribed a different percentage of votes and/or a different exercise of voting
power. In the election of directors, voting need not be by ballot; and, except
as otherwise may be provided by the General Corporation Law, voting by ball
shall not be required for any other action.
Stockholders may participate in a meeting of stockholders by means of a
conference telephone or similar method of communication by which all persons
participating in the meeting can hear each other.
7. STOCKHOLDER ACTION WITHOUT MEETINGS. Except as may otherwise by provided
by the General Corporation Law, any action required or permitted to be taken at
a meeting of the stockholders may be taken without a meeting if, before or after
the action, a written consent thereto is signed by stockholders holding at least
a majority of the voting power; provided that if a different proportion
f voting power is required for such an action at a meeting, then that
proportion of written consents is required. In no instance where action is
authorized by written consent need a meeting of stockholders be called or
noticed.
- 61 -
ARTICLE II
DIRECTORS
1. FUNCTIONS AND DEFINITIONS. The Board of Directors of the corporation
shall manage the business of the corporation. The Board of Directors shall have
authority to fix the compensation of the members thereof for services in any
capacity. The use of the phrase "whole Board" herein refers to the total number
of directors upon which the corporation would have if there were no vacancies.
2. QUALIFICATIONS AND NUMBER. Each director must be at least 18 years of
age. A director need not be a stockholder or a resident of the State of Nevada.
The initial Board of Directors shall consist of two persons. Thereafter the
number of directors constituting the whole board shall be at least one. Subject
to the foregoing limitation and except for the first Board of Directors, such
number may be fixed from time to time by action of the stockholders or of the
directors, or, if the number is not fixed, the number shall be two. The number
of directors may be increased or decreased by action of the stockholders or of
the directors.
3. ELECTION AND TERM. Directors may be elected in the manner prescribed by
the provisions of Sections 78.320 through 78.335 of the General Corporation Law
of Nevada. The first Board of Directors shall hold office until the first
election of directors by stockholders and until their successors are elected and
qualified or until their earlier resignation or removal. Any director may resign
at any time upon written notice to the corporation. Thereafter, directors who
are elected at an election of directors by stockholders, and directors who have
elected in the interim to fill vacancies and newly created directorships, shall
hold office until the next election of directors by stockholders and until their
successors are elected and qualified or until their earlier resignation or
removal. In the interim between elections of directors by stockholders, newly
created directorships and any vacancies in the Board of Directors, including any
vacancies resulting from the removal of directors for cause or without cause by
the stockholders and not filled by said stockholders, may be filled by the vote
of a majority of the remaining directors then in office, although less than a
quorum, or by the sole remaining director.
4. MEETINGS.
- TIME. Meetings shall be held at such time as the Board shall fix, except
that the first meeting of a newly elected Board shall be held as soon after its
election as the directors may conveniently assemble.
- PLACE. Meetings shall be held at such place within or without the State
of Nevada as shall be fixed by the Board.
- 62 -
- CALL. No call shall be required for regular meetings for which the time
and place have been fixed. Special meetings may be called by or at the direction
of the Chairman of the Board, if any, the Vice-Chairman of the Board, if any, of
the President, or of a majority of the directors in office.
- NOTICE OR ACTUAL CONSTRUCTIVE WAIVER. No notice shall be required for
regular meetings for which the time and place have been fixed. Written, oral, or
any other mode of notice of the time and place shall be given for special
meetings in sufficient time for the convenient assembly of the directors
thereat. Notice if any need not be given to a director or to any member of a
committee of directors who submits a written waiver of notice signed by him
before or after the time stated therein.
- QUORUM AND ACTION. A majority of the directors then in office, at a
meeting duly assembled, shall constitute a quorum. A majority of the directions
present, whether or not a quorum is present, may adjourn a meeting to another
time and place. Except as the Articles of Incorporation or these Bylaws may
otherwise provide, and except as otherwise provident by the General Corporation
Law, the act of the directors holding a majority of the voting power of the
directors, present at a meeting at which a quorum is present, is the act of the
board. The quorum and voting provisions herein stated shall not be construed as
conflicting with any provisions of the General Corporation Law and these Bylaws
which govern a meeting of directors held to fill vacancies and newly created
directorships in the Board or action of disinterested directors.
Members of the Board or of any committee, which may be designated by the
Board, may participate in a meeting of the Board or of any such committee, as
the case may be, by means of a telephone conference or similar method of
communication by which all persons participating in the meeting hear each other.
Participation in a meeting by said means constitutes presence in person at the
meeting.
- CHAIRMAN OF THE MEETING. The Chairman of the Board, if any and if present
and acting, shall preside at all meetings. Otherwise, the Vice- Chairman of the
Board, if any and if present and acting, or the President, if present and
acting, or any other director chosen by the Board, shall preside.
5. REMOVAL OF DIRECTORS. Any or all of the directors may be removed for
cause or without cause in accordance with the provisions of the General
Corporation Law.
6. COMMITTEES. Whenever its number consists of two or more, the Board of
Directors may designate one or more committees, which have such powers and
duties, as the Board shall determine. Any such committee, to the extent provided
in the resolution or resolutions of the Board, shall have and may exercise the
powers and authority of the Board of Directors in the management of the business
and affairs of the corporation and may authorize the seal or stamp of the
corporation to be affixed to all papers on which the corporation desires
- 63 -
to place a seal or stamp. Each committee must include at least one
director. The Board of Directors may appoint natural persons who are not
directors to serve on committees.
7. WRITTEN ACTION. Any action required or permitted to be taken at a
meeting of the Board of Directors or of any committee thereof may be taken
without a meeting if, before or after the action, a written consent thereto is
signed by all the members of the Board or of the committee, as the case may be.
ARTICLE III
OFFICERS
1. The corporation must have a President, a Secretary, and a Treasurer,
and, if deemed necessary, expedient, or desirable by the Board of Directors, a
Chairman of the board, a Vice-Chairman of the board, an Executive Vice-
President, one or more other Vice-Presidents, one or more Assistant Secretaries,
one or more Assistant treasures, and such other officers and agents with such
titles as the resolution choosing them shall designate. Each of any such
officers must be natural persons and must be chosen by the Board of Directors or
chosen in the manner determined by the Board of Directors.
2. QUALIFICATIONS. Except as may otherwise be provided in the resolution
choosing him, no officer other than the Chairman of the Board, if any, and the
Vice-Chairman of the board, if any, need be a director.
Any person may hold two or more offices, as the directors may determine.
3. TERM OF OFFICE. Unless otherwise provided in the resolution choosing
him, each officer shall be chosen for a term which shall continue until the
meeting of the Board of Directors following the next annual meeting of
stockholders and until his successor shall have been chosen or until his
resignation or removal before the expiration of his term.
Any officer may be removed, with or without cause, by the Board of
Directors or in the manner determined by the Board.
Any vacancy in any office may be filled by the Board of Directors or in the
manner determined by the Board.
4. DUTIES AND AUTHORITY. All officers of the corporation shall have such
authority and perform such duties in the management and operation of the
corporation as shall be prescribed in the resolution designating and choosing
such officers and prescribing their authority and duties, and shall have such
additional authority and duties as are incident to their office except to the
extent that such resolutions or instruments may be inconsistent therewith.
- 64 -
ARTICLE IV
REGISTERED OFFICE
The location of the initial registered office of the corporation in the
State of Nevada is the address of the initial resident agent of the corporation,
as set forth in the original Articles of Incorporation.
The corporation shall maintain at said registered office a copy, certified
by the Secretary of State of the State of Nevada of its Articles of
Incorporation, and all amendments thereto, and a copy, certified by the
Secretary of the corporation, of these Bylaws, and all amendments thereto. The
corporation shall also keep at said registered office a stock ledger or a
duplicate stock ledger, revised annually, containing the names, alphabetically
arranged, of all persons who are stockholders of the corporation, showing their
places of residence, if known, and the number of shares held by them
respectively or a statement setting out the name of the custodian of the stock
ledger or duplicate stock ledger, and the present and complete post office
address, including street and number, if any, where such stock ledger or
duplicate stock ledger is kept.
ARTICLE V
CORPORATE SEAL OR STAMP
The corporate seal or stamp shall be in such form as the Board of Directors
may prescribe.
ARTICLE VI
FISCAL YEAR
The fiscal year of the corporation shall be fixed, and shall be subject to
change, by the Board of Directors.
ARTICLE VII
CONTROL OVER BYLAWS
The power to amend, alter, and repeal these By laws and to make new Bylaws
shall be vested in the Board of Directors subject to the Bylaws, if any, adopted
by stockholders.
I HEREBY CERTIFY that the foregoing is a full, true, and correct copy of
the Bylaws of CPW Capital Corporation, a Nevada corporation, as in effect on the
date hereof.
WITNESS my hand and the seal or stamp of the corporation.
Dated: October 10, 2001
/s/ Bernard Spiegel
----------------------------
Bernard Spiegel, Secretary of
CPW Capital Corporation
(SEAL)
- 65 -
ORGANIZATION CONSENT IN WRITING OF
DIRECTORS
OF
CPW Capital CORPORATION
(a Nevada corporation)
_______
(Organized October 9, 2001)
The undersigned, constituting all of the directors named in the Articles of
Incorporation of the above-named corporation, do hereby consent in writing to
the adoption of the following resolutions:
RESOLVED: That the Bylaws annexed hereto are and they are hereby adopted as
the initial Bylaws of the corporation.
RESOLVED: That the following be and they are hereby chosen as the officers
of the corporation until the first meeting of directors after the first annual
meeting of stockholders and until their successors are chosen and qualified or
until their earlier resignation or removal:
President: Marvin Winick
Secretary: Bernard Spiegel
Treasurer: Bernard Spiegel
/s/ Bernard Spiegel
-------------------------
Bernard Spiegel, Director
/s/ Marvin Winick
-------------------------------
Marvin Winick, Director
_________________________
, Director
*Section 78.315 of the General Corporation Law authorizes all directors to
consent in writing in lieu of meeting.
- 66 -
Exhibit 3(iii).1
AMENDMENT
TO THE
BY-LAWS OF
CPW Capital CORPORATION
Pursuant to the provisions of the Nevada Business Corporations Act,
CPW Capital CORPORATION (the "Corporation") adopts the following Amendment to
the By-Laws:
1. Article II of the By-Laws is amended to add Paragraph 8 as follows:
8. LIABILITY AND INDEMNIFICATION OF DIRECTORS AND OFFICERS
To the fullest extent permitted by law, no director or officer of the
Corporation shall be personally liable to the Corporation or its shareholders
for damages for breach of any duty owed to the Corporation or its shareholders.
In addition, the Corporation shall have the power, in its By-Laws or in any
resolution of its shareholders or directors, to undertake to indemnify the
officers and directors of this Corporation against any contingency or peril as
may be determined to be in the best interests of this Corporation, and in
conjunction therewith, to procure, at this corporation's expense, policies of
insurance.
2. The Amendment was duly adopted by unanimous written consent of the
directors of the Corporation on October 12, 2001 and by the shareholders owning
a majority of the outstanding voting stock of the corporation and such majority
of votes was sufficient approval.
The effective date of this Amendment is October 12, 2001.
Dated: October 12, 2001
/S/ Marvin Winick
----------------------
Marvin Winick, President
- 67 -
RESOLUTION OF THE BOARD OF DIRECTORS
OF
CPW Capital CORPORATION
Pursuant to the provisions of the Nevada Business Corporations Act, all the
Directors of the Corporation pass the following resolution as a resolution of
the Directors of the Corporation consented to in writing on the 12th day of
October 2001.
WHEREAS the Corporation desires to change its by-laws and add additional
articles as set out below.
BE IT RESOLVED, THAT:
1. Article II of the By-Laws is amended to add Paragraph 8 as follows:
8. LIABILITY AND INDEMNIFICATION OF DIRECTORS AND OFFICERS
To the fullest extent permitted by law, no director or officer of the
Corporation shall be personally liable to the Corporation or its shareholders
for damages for breach of any duty owed to the Corporation or its shareholders.
In addition, the Corporation shall have the power, in its By-Laws or in any
resolution of its shareholders or directors, to undertake to indemnify the
officers and directors of this Corporation against any contingency or peril as
may be determined to be in the best interests of this Corporation, and in
conjunction therewith, to procure, at this corporation=s expense, policies of
insurance.
2. This proposed amendments be put before the majority shareholders of the
Corporation for approval without a meeting pursuant to the Nevada Business
Corporations Act.
The record date for this shareholders action will be October 12, 2001.
Any officer or director of the Corporation is hereby authorized, empowered,
and directed, in the name of and on behalf of the Corporation, to execute,
deliver and file any and all documents to take any and all other action that may
be necessary, appropriate, or expedient in order to accomplish the purposes and
intent of the foregoing resolution.
3. This resolution may be signed in counterparts and transmitted by
facsimile, and that each copy will together constitute but one document and be
deemed to be an original.
DATED this 12th day of October, 2001
/s/ Marvin Winick /s/ Bernard Spiegel
- ----------------- -------------------
Marvin N. Winick Bernard Spiegel
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ACTION BY SHAREHOLDERS
WITHOUT A MEETING OF
CPW Capital CORPORATION
(A Nevada Corporation)
On this 12th day of October 2001, the Shareholders whose signatures appear
below have consented to the action and resolution contained herein, such action
being taken pursuant to the authority provided by the Nevada Business
Corporations Act. As of this date, the Corporation has issued and outstanding a
total of 1,050,000 shares of fully paid, non-assessable common stock. The
undersigned Shareholders represent 542,500 shares of the total issued and
outstanding shares or 51.6%
BE IT RESOLVED, that
Article II of the By-Laws is amended to add Paragraph 8 as follows:
8. LIABILITY AND INDEMNIFICATION OF DIRECTORS AND OFFICER
To the fullest extent permitted by law, no director or officer of the
Corporation shall be personally liable to the Corporation or its shareholders
for damages for breach of any duty owed to the Corporation or its shareholders.
In addition, the Corporation shall have the power, in its By-Laws or in any
resolution of its shareholders or directors, to undertake to indemnify the
officers and directors of this Corporation against any contingency or peril as
may be determined to be in the best interests of this Corporation, and in
conjunction therewith, to procure, at this corporation=s expense, policies of
insurance.
The undersigned by their signatures below, hereby consent to this action
without notice and without a meeting, and adopt the foregoing Resolution.
/s/ Marvin Winick /s/ Bernard Spiegel
- ------------------- ------------------------
Marvin N. Winick Bernard Spiegel
Shares Represented 500,000 or 50.0 % Shares Represented 17,500
or 1.6 %
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Exhibit 5.1
William Yarno Law Offices Ltd.
(A Professional Law Corp)
314 Tideland Road Broussard, LA 70518
Tel No. (337) 837-8953 Fax No. (337) 837-2412
November 18, 2003
Mr. Marvin Winick, Pres.
CPW Capital Corporation
RE: Legal Opinion
2,000,000 Shares
Dear Mr. Winick,
In your capacity as President of CPW Capital Corporation you have retained
me as counsel to render my legal opinion in connection with your filing with the
Securities and Exchange Commission a Registration Statement on Form SB-2 whereby
the Company desires to register 2,000,000 shares of its "Common Stock" par value
$0.001 per share.
The shares, if and when sold, will be resold to the public by the Company.
The Company is a Nevada Corporation having obtained its corporate charter on or
about October 9, 2001.
In rendering the opinion expressed in this letter and without
investigation, I have assumed that there are no misrepresentation, omission, or
deceit with respect to the genuineness of all signatures, legal capacity of
natural persons and the authenticity of all documents submitted to me as
certified copies and the authenticity of the originals of such copies.
I express no opinion as to the laws of the state or jurisdiction other than
the State of Nevada, including the reported judicial decisions interpreting
Nevada Law, and the federal laws of the United States of America. To the extent
that any other laws govern the matters to which I am opining herein, I have
assumed, with your permission and without independent investigation, that such
laws are identical to Nevada Law, and I ame expressing no opinion herein as to
whether such assumption is reasonable or correct. This opinion is limited to
present laws and to the facts as they presently exist.
I assume no obligation to revise or supplement this opinion should the
present federal laws of the United States, or present Nevada Law, change by
legislative action, judicial decision, or otherwise. No opinion is expressed
herein with respect to (a) the qualification of the Shares under the securities
or blue-sky laws of any state or any foreign jurisdiction and (b) the antifraud
provisions of any state or federal securities laws.
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The opinions set forth below are subject to the further qualification that
enforceability may be:
(1) limited by applicable bankruptcy, insolvency, moratorium, fraudulent or
preferential transfer or conveyance, reorganization or other laws of general
applicability relating to, or affecting generally the enforcement of creditors'
rights and remedies or by other equitable principles of general application;
(2) limited by general principles of equity, including, without limitation,
concepts of materiality, reasonableness, good faith and fair dealing (regardless
of whether applied by a court or law or equity);
(3) subject to the effect of any public considerations or court decisions
which may limit the rights of any person or entity to obtain indemnification;
and
(4) subject to the effects of generally applicable rules of law that (a)
limit or effect the availability of specific performance or provisions that
purport to require waiver of the obligations of good faith, fair dealing,
diligence and reasonableness or (b) provide that forum selection clauses are not
necessarily binding on the court or courts in the forum selected.
Based upon and subject to the foregoing assumptions, limitations and
qualifications, I am of the opinion that:
(A) The Shares, when issued and delivered in accordance with the terms and
conditions of a Subscription Agreement and against payment therefore as
contemplated by the Subscription Agreement, will be duly and validly issued,
fully paid and non-assessable shares of Common Stock.
(B) The Company may be required to offer a right of recission to those
parties subscribing to the Shares.
Please be advised that I consent to your filing this letter as an exhibit
to the Registration Statement that shall be filed with the Securities and
Exchange Commission.
Sincerely
/s/ William Yarno
- -----------------------
William Yarno
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Exhibit 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We, Marcum & Kliegman LLP CPA's hereby consent to the use of our report
dated July 11, 2003 relating to the audited financial statements for the period
from inception (October 9, 2001) to October 31, 2001, the year ended October 31,
2002 and the interim financial statements for the six months ended April 30,
2003 to the registration statement on SB-2 of CPW Capital Corporation to be
filed with the Securities and Exchange Commission.
/s/ Marcum & Kliegman LLP
- -------------------------------
Marcum & Kliegman LLP
November 25, 2003
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EXHIBIT 99
ESCROW AGREEMENT IN ACCORDANCE WITH RULE 419
UNDER THE SECURITIES ACT OF 1933
ESCROW AGREEMENT dated as of March 1, 2003 (the 'Agreement') by and between
the Corporations(the 'Companies') as set out in Appendix A attached hereto and
forming a part of this Agreement and Archer Alexander Securities Corporation
(the 'Escrow Agent'), collectively the 'Parties' and, individually, a 'Party').
The Companies through their President or their designee will sell in their
public offerings (the "Offering") up to 2,000,000 shares for each of the
Companies, consisting of one share of common stock, par value of $ 0.001 (the
'Shares') as more fully described in the Companies' definitive Prospectuses
comprising part of the Companies' Registration Statements on Form SB-2 (the
'Registration Statement') under the Securities Act of 1933, (the 'Securities
Act'). The Companies desire that the Escrow Agent accept all offering proceeds
with no deductions for amounts permitted to be released to the Company under
Rule 419 to the Securities Act ('Rule 419'), a copy of which rule is attached
hereto as an exhibit and made a part hereof, to be derived by the Company from
the sale of the Shares (the 'Offering Proceeds'), as well as the share
certificates representing the Shares issued in connection with the Offering, in
escrow, to be held and disbursed as hereinafter provided.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
hereinafter set forth, the Parties agree as follows:
1. Appointment of Escrow Agent.
The Companies hereby appoint the Escrow Agent to act in accordance with and
subject to the terms of this Agreement, and the Escrow Agent hereby accepts such
appointment and will act in accordance with and subject to such terms.
2. Deposit of Offering Proceeds and Share Certificates.
Subject to Rule 419, upon the Companies' receipt and acceptance of
subscriptions and Offering Proceeds, the Companies shall promptly deliver to the
Escrow Agent such checks in the aggregate amount of the Offering Proceeds drawn
to the order of the Escrow Agent or, alternatively, in the event that checks are
drawn to the order of any of the Companies, they shall be endorsed by the
respective Company for collection by the Escrow Agent and credited to the Escrow
Account of that Company.
All share certificates representing the Shares respectively, issued in
connection with the Offering shall also be deposited by the respective Company
or Companies directly into the Escrow Account of each Company promptly upon
issuance. The identity of the purchasers of the securities shall be included on
the stock certificates and other documents evidencing such securities.
Securities held in the Escrow Account are to remain as issued and deposited and
shall be held for the sole benefit of the purchasers, who shall have voting
rights with respect to securities held in their names. No transfer or other
disposition of securities held in the Escrow Account or any interest or
dividends related to such securities shall be permitted other than by will or
the laws of descent and distribution, or pursuant to a qualified domestic
relations order as defined by the Internal Revenue Code of 1986 as amended, or
Title 1 of the Employee Retirement Income Security Act and the rules thereunder.
3. Disbursement of the Escrow Account
Upon the earlier of (i) receipt by the Escrow Agent of a signed
representation from the respective Company to the Escrow Agent, that the
requirements of Rule 419 have been met, and consummation of an acquisition
meeting the requirements of Rule 419 or (ii) written notification from the
Company to the Escrow Agent to deliver the Offering Proceeds to another Escrow
Agent in accordance with Paragraph 4 then, in such event, the Escrow Agent shall
disburse the Offering Proceeds (inclusive of any interest or dividends thereon)
to the Company and the securities to the purchasers or registered holders
identified on the deposited securities or deliver the Offering Proceeds and
securities to such other escrow agent, as the case may be, whereupon the Escrow
Agent shall be released from further liability hereunder.
Notwithstanding the foregoing, if the respective Company has not informed
the Escrow Agent within 18 months after the date of the Prospectus in writing
that an acquisition meeting the requirements of Rule 419 has occurred, funds
held in the Escrow Account shall be returned by first class mail or equally
prompt means pro rata to the purchasers and all securities held in the Escrow
Account shall be returned to the respective Company within five business days
following that date.
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4. Concerning the Escrow Agent
The Escrow Agent shall not be liable for any actions taken or omitted by
it, or any action suffered by it to be taken or omitted by it, in good faith and
in the exercise of its own best judgment, and may rely conclusively and shall be
protected in acting upon any order, notice, demand, certificate, opinion or
advice of counsel (including counsel chosen by the Escrow Agent), statement,
instrument, report or other paper or document (not only as to its due execution
and the validity and effectiveness of its provision, but also as to the truth
and acceptability of any information therein contained) which is believed by the
Escrow Agent to be genuine and to be signed or presented by the proper person or
persons.
The Escrow Agent shall not be bound by any notice or demand, or any waiver,
modification, termination or rescission of this Agreement unless evidenced by in
writing delivered to the Escrow Agent signed by the proper Party or Parties and,
if the duties or rights of the Escrow Agent are affected, unless it shall have
given its prior written consent thereto. The Escrow Agent shall not be
responsible for the sufficiency or accuracy, the form of, or the execution
validity, value or genuineness of any document or property received, held or
delivered by it hereunder, or of any signature or endorsement thereon, or for
any lack of endorsement thereon, or for any description therein, nor shall the
Escrow Agent be responsible or liable in any respect on account of the identity,
authority or rights of the person executing or delivering or purporting to
execute or deliver any document or property paid or delivered by the Escrow
Agent under the provisions hereof.
The Escrow Agent shall not be liable for any loss which may be incurred by
reason of any investment of any monies or properties which it holds hereunder.
The Escrow Agent shall have the right to assume, in the absence of written
notice to the contrary from the proper person or persons, that a fact or an
event by reason of which an action would or might be taken by the Escrow Agent
does not exist or has not occurred, without incurring liability for any action
taken or omitted, in good faith and in the exercise of its own best judgment, in
reliance upon such assumption.
The Escrow Agent shall be indemnified and held harmless by each of the
respective Companies from and against any expenses, including counsel fees and
disbursements, or loss suffered by the Escrow Agent in connection with any
action, suit or other proceeding involving any claim, or in connection with any
claim or demand, which in any way directly or indirectly arises out of or
relates to this Agreement, the services of the Escrow Agent hereunder, the
monies or other property held by it hereunder or any such expense or loss.
Promptly after the receipt by the Escrow Agent of notice of any demand or claim
or the commencement of any action, suit or proceeding, the Escrow Agent shall,
if a claim in respect thereof shall be made against the other Parties, notify
such Parties in writing; but the failure by the Escrow Agent to give such notice
shall not relieve any Party form any liability which such Party may have to the
Escrow Agent hereunder. Upon the receipt of such notice, the Escrow Agent, in
its sole discretion, may commence an action in the nature of interpleader in an
appropriate court to determine ownership or disposition of the Escrow Account or
it may deposit the Escrow Account with the clerk of any appropriate court or it
may retain the Escrow Account pending receipt of a final, non-appealable order
of a court having jurisdiction over all of the Parties directing to whom and
under what circumstances the Escrow Account is to be disbursed and delivered.
The Escrow Agent shall be entitled to reasonable compensation from the
Company for all services rendered by it hereunder. From time to time on and
after the date hereof, the Company shall deliver or cause to be delivered to the
Escrow Agent such further documents and instruments and shall do or cause to be
done such further acts as the Escrow Agent shall reasonably request (it being
understood that the Escrow Agent shall have no obligation to make such request)
to carry out more effectively the provisions and purposes of this Agreement, to
evidence compliance herewith or to assure itself that it is protected in acting
hereunder. The Escrow Agent may resign at any time and be discharged from its
duties as Escrow Agent hereunder by its giving the Company at least thirty (30)
days' prior written notice thereof. As soon as practicable after its
resignation, the Escrow Agent shall turn over to a successor escrow agent
appointed by the Company, all monies and property held hereunder upon
presentation of the document appointing the new escrow agent and its acceptance
thereof. If no new escrow agent is so appointed in the sixty (60) day period
following the giving of such notice of resignation, the Escrow Agent may deposit
the Escrow Account with any court it deems appropriate.
The Escrow Agent shall resign and be discharged from its duties as Escrow
Agent hereunder if so requested in writing at any time by the Company, provided,
however, that such resignation shall become effective only upon acceptance of
appointment by a successor escrow agent as provided above. Notwithstanding
anything herein to the contrary, the Escrow Agent shall not be relieved from
liability thereunder for its own gross negligence or its own willful misconduct.
- 74 -
5. Miscellaneous.
This Agreement shall for all purposes be deemed to be made under and shall
be construed in accordance with the internal laws of the State of Nevada. This
Agreement contains the entire agreement of the Parties with respect to the
subject matter hereof and, except as expressly provided herein, may not be
changed or modified except by an instrument in writing signed by the Party to be
charged. The headings contained in this Agreement are for reference purposes
only and shall not affect in any way the meaning or interpretation thereof.
This Agreement shall be binding upon and inure to the benefit of the
respective Parties and their legal representatives, successors and assigns. Any
notice or other communication required or which may be given hereunder shall be
in writing and either be delivered personally or be mailed, certified or
registered mail, return receipt requested, postage prepaid, and shall be deemed
given when so delivered personally or, if mailed, two (2) days after the date of
mailing. The Parties may change the persons and addresses to which the notices
or other communications are to be sent by giving written notice to any such
change in the manner provided herein for giving notice.
WITNESS the execution of this Agreement as of the date first above written.
s/s/ Marvin Winick
- -------------------------
Marvin Winick, President
I have the authority to bind the respective Companies as set out in
Appendix "A".
Dated: February 28, 2003.
This Escrow Agreement is accepted as of the 15th day of March, 2003
/s/ Archer Alexander Securities
- --------------------------------
Escrow Agent
-75-
APPENDIX "A"
Bellweather Corporation
Leonhardt Corporation
New Odeon Corporation
Quotidien Corporation
MNWBSC Investment Corporation
Creighton Corporation
Amante Corporation
CPW Capital Corporation
Easy.com, Inc.
Multimod Investments Inc.
Super Ventures Corporation
The Gizmo Company
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