SCHEDULE 14C
(Rule 14c-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14 (C)
OF THE SECURITIES EXCHANGE ACT OF 1934
Check the appropriate box:
|X| Preliminary information statement
GLOBAL BIOTECH CORP.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
PRELIMINARY INFORMATION STATEMENT
DATED: December 14, 2007
GLOBAL BIOTECH CORP.
4030 St. Ambroise Suite 211
Montreal, Quebec H4C 2C7
Tel: 514-935-8589
INFORMATION STATEMENT
This information statement (the " Information Statement ") is furnished to the
shareholders of Global Biotech Corp., a Delaware corporation (the "Company"),
with respect to certain corporate actions of the Company.
The corporate actions involve five proposals (individually a "Proposal" and
collectively the "Proposals"):
1. To elect the directors, each to serve until the next annual meeting of
the Company's shareholders or until their successors are duly elected and
qualified;
2. To give the Board of Directors authorization to raise the Company's
authorized common shares from 70 million common shares to 260 million
common shares.
3. To authorize the Board of Directors, should it decide, to do a
consolidation of its shares capital (reverse split), in a ratio of between
3:1 and 7:1, based on the Board's decision of what would create the
greatest possible value for the company and its shareholders.
4. The approval of an amendment to the Company's Certificate of
Incorporation authorizing 80,000,000 shares of blank check preferred stock.
5. To approve an amendment to the Company's Certificate of Incorporation to
change its name from Sword Comp-Soft Corp. to Global Biotech Corp.
ONLY THE COMPANY'S SHAREHOLDERS OF RECORD AT THE CLOSE OF BUSINESS ON December
13, 2007 (THE "RECORD DATE") ARE ENTITLED TO NOTICE OF THE PROPOSAL. MEMBERS OF
MANAGEMENT AND PRINCIPAL SHAREHOLDERS WHO, AS OF THE RECORD DATE, WILL
COLLECTIVELY HOLD IN EXCESS OF 50% OF THE COMPANY'S 67,265,500 ISSUED AND
OUTSTANDING SHARES ENTITLED TO VOTE ON THE PROPOSALS HAVE INDICATED THAT THEY
WILL VOTE IN FAVOR OF THE PROPOSALS. AS A RESULT, THE PROPOSALS SHOULD BE
APPROVED WITHOUT THE AFFIRMATIVE VOTE OF ANY OTHER SHAREHOLDERS OF THE COMPANY.
BY ORDER OF THE BOARD OF DIRECTORS
LOUIS GRECO, PRESIDENT, DIRECTOR
Montreal, Quebec
December 14, 2007
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ABOUT THE INFORMATION STATEMENT
WHAT IS THE PURPOSE OF THE INFORMATION STATEMENT?
This information statement is being provided pursuant to Section 14 of the
Securities Exchange Act of 1934 to notify the Company's shareholders as of the
close of business on the record date of corporate action to be taken pursuant to
the affirmative vote of the majority of common stock outstanding at the record
date. Pursuant to the acceptance by the shareholders of the majority of the
common shares outstanding and in the case of the election of directors the
plurality of the shares present at the meeting, the company is expected to act
upon certain corporate matters outlined in this information statement, which
action is expected to take place during January 2008, consisting of (1) the
election of directors; (2) the raising of the Company's authorized common
shares, $0.0001 par value, from 70 million to 260 million shares; (3) the
authorization to the Board of Directors, only should it decide and when it
decides that it will be in the best interest of the Company to do so, to
consolidate the share capital by a ratio of between 3:1 and 7:1.; (4) the
authorization of 80 million shares of blank check preferred stock; (5) approve
the corporate name change to Global Biotech Corp.
WHO IS ENTITLED TO VOTE?
Each outstanding share of common stock as of record on the close of business on
the record date, December 13, 2007, will be entitled to notice of each matter to
be voted upon; however, a principal shareholder of the Company will hold in
excess of fifty percent (50%) of the Company's 67,265,500 issued and outstanding
shares of common stock and has indicated that it will vote in favor of the
proposals. Under Delaware corporate law, all the activities requiring
shareholder approval my be taken by obtaining the written consent and approval
of 50.01% of the holders of voting stock in lieu of a meeting of the
shareholders. No action by the minority shareholders in connection with the
proposals is required. As per Section 14 of the Securities Exchange Act of 1934,
Global Biotech Corp. will mail to all shareholders of record the information set
forth in this Information Statement.
WHAT CORPORATE MATTERS WILL THE SHAREHOLDERS VOTE ON?
1. To elect the directors, each to serve until the next annual meeting of
the Company's shareholders or until their successors are duly elected and
qualified;
2. To give the Board of Directors authorization to amend the Company's
Certificate of Incorporation and raise the authorized common shares from 70
million to 260 million common shares.
3. To authorize the Board of Directors, should it decide, to do a
consolidation of its shares capital (reverse split), in a ratio of between
3:1 and 7:1, based on the Board's decision of what would create the
greatest possible value for the company and its shareholders.
4. The approval of an amendment to the Company's Certificate of
Incorporation authorizing 80,000,000 shares of blank check preferred stock.
5. To approve an amendment to the Company's Certificate of Incorporation to
change its name from Sword Comp-Soft Corp. to Global Biotech Corp.
WHAT VOTE IS REQUIRED TO APPROVE EACH ITEM?
ELECTION OF DIRECTORS.
For the election of directors, the affirmative vote of a plurality of the votes
of the shares present at the meeting.
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TO RAISE THE AUTHORIZATION OF COMMON SHARES FROM 70 MILLION TO 260 MILLION
SHARES,TO GIVE THE AUTHORIZATION TO THE BOARD OF DIRECTORS TO CONSOLIDATE THE
SHARE CAPITAL BY A RATIO OF BETWEEN 3:1 TO 7:1,SHOULD THEY DEEM IT IN THE
INTEREST OF THE COMPANY, TO AUTHORIZE 80 MILLION SHARES OF BLANK CHECK PREFERRED
STOCK AND TO CHANGE OUR CORPORATE NAME
For the above-mentioned proposals, the affirmative vote of a majority of the
shares of common stock, outstanding on the record date, will be required for
approval.
As of December 13, 2007, other than the persons identified below, no person
owned beneficially more than five percent (5%) of the Company's common stock.
There are no other classes or series of capital stock outstanding. As of
December 13, 2007, the Company had 67,265,500 shares of common stock
outstanding.
COMMON STOCK BENEFICIALLY OWNED
NAME/ADDRESS NUMBER OF SHARES PERCENT
First Link Associates 13,700,000 20.37%
362 Road Town
Tortola, British Virgin Islands
Jomuc Holdings 9,100,000 13.53%
1623 Buttonwood Bay
Belize City, Belize
Arrangedcap Corp. 7,900,000 11.74%
Corporate Center
Bush Hills, Barbados
Advanced Fluid Technologies 18,000,000 26.76%
2149 Grand Trunk
Montreal, Canada
DIRECTORS AND EXECUTIVE OFFICERS
The following table presents certain information regarding the beneficial
ownership of all shares of common stock at December 13, 2007 for each executive
officer and director of the Company. Unless otherwise indicated, beneficial
ownership is direct and the person indicated has sole voting and investment
power. As of December 13, 2007, the Company had 67,265,500 shares of common
stock outstanding.
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COMMON STOCK BENEFICIALLY OWNED
NAME AND ADDRESS NUMBER PERCENT
Louis Greco (1) 20,000 0.00%
4030 St. Ambroise Suite 211
Montreal, Quebec H4C 2C7
Perry Choiniere (1) 50,000 0.00%
4030 St. Ambroise Suite 211
Montreal, Quebec H4C 2C7
All Officers and Directors as a Group 70,000 0.00%
(1) All Officers and Directors use the corporate address
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
We are not aware of any other instances for the most recent fiscal year when an
executive officer, director or owner of more than ten percent (10%) of the
outstanding shares of common stock failed to comply with reporting requirements
of Section 16(a) of the Securities Exchange Act of 1934.
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PROPOSAL 1 - ELECTION OF DIRECTORS
DIRECTORS STANDING FOR ELECTION
The Board of Directors of the Company currently consists of five seats. Each
director holds office until the first annual meeting of shareholders following
their election or appointment and until their successors have been duly elected
and qualified. At present, the Company's bylaws require no fewer than one
director. Upon the election of the nominated slate of directors, there will be
two vacancies on the Board of Directors.
The Board of Directors has nominated Louis Greco, Perry Choiniere, and Giuseppe
Daniele for election as directors. The nominees for directors have previously
served as members of the Board of Directors of the Company and have consented to
serve such term.
RECOMMENDATION OF THE BOARD OF DIRECTORS
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF EACH OF THE
NOMINEES.
DIRECTORS
Louis Greco, Age 53
Mr. Greco received his B. Comm. from McGill University in Montreal, Canada in
1974. Mr. Greco has been involved with a variety of consumer- oriented
industries in his 30 years in business. From a fiscal point of view, he was a
branch manager of the National Bank from 1975-1980. During the next decade, to
1990, he was the manager of a chain of video outlets, as well as involved with
sales. From 1990 to 1995, he co-owned a retail food establishment. Between 1996
and present he has worked as sales consultant to the national divisions of 2
multinational office technology corporations, Minolta (Canada) and Panasonic
Canada. Mr. Greco's management, sales and financial skills will greatly aid
Global.
Appointed to the Board on November 1, 2003
Perry Choiniere , Age 43
Mr. Choiniere has been involved in a number of consumer oriented ventures for
more than 20 years. He started his career in the customer service field for a
large provider of heating oil to residential and commercial users. For most of
the next 2 decades he either managed or ran several businesses involved in the
maintenance and construction sectors, dealing directly with the public but also
being responsible for the day to day administration of the aforesaid businesses.
For the last 4 years to date, he has been involved with the negotiations and
sales of products, both domesticly and internationally, in the pharmaceutical
and nutritional industries. To Global he brings a broad knowledge of running a
business and an expertise in dealing with the consumer.
Appointed to the Board on May 15, 2006
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Giuseppe Daniele - Age 44
Mr. Daniele received his BA in History and Political Science, at McGill
University in Montreal and Law degree from the University of Sherbrooke. He has
been practicing law since 1987, at Bissonet, Mecandante, Daniele making partner
in 1989. In recent years Mr. Daniele has specialized in financial transactions,
LC's, bank guarantees, debentures, stocks and bonds and is highly skilled in
contract and acquisition negotiations. In 2004, Mr. Daniele joined Millenia Hope
Inc. to advise on their corporate business and has been a director of that
Company since 2005.
Appointed to the Board August 15,2007
MEETINGS
During the Company's fiscal year ending November 30, 2006, the Board of
Directors met on 1 occasion. All the directors, who were a part of the Board of
Directors during the fiscal year, attended at least 75% of the total number of
meetings of the Board, during their tenure.
None of the directors or officers is an adverse party to any proceeding in
connection with Global Biotech Corp..
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Other than as described under the heading "Executive Compensation" there are no
material transactions with any of our directors, officers or control persons
that have occurred during the last fiscal year.
COMPENSATION OF DIRECTORS
The Board of Directors has not received compensation for acting as a director
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EXECUTIVE COMPENSATION
The following table shows all the cash compensation paid by the Company, as well
as certain other compensation paid or accrued, during the fiscal years ended
November 30, 2006, 2005, 2004, to the Company's named executive officers. No
restricted stock awards, long-term incentive plan payouts or other types of
compensation, other than the compensation identified in the chart below, were
paid to any executive officer during these fiscal years.
SUMMARY COMPENSATION TABLE
Annual Compensation Long-Term Compensation
------------------- ----------------------
Fiscal Salary Bonus Other Annual Restricted Securities
Name and Principal Year Compensation Stock Award(s) Underlying
Position Options
Anthony Ierfino 2006 $ 0 0 0 0 0
(former CEO, President- 2005 $95,000 0 0 0 0
Director) 2004 $40,000 0 0 0 0
No other Officer received any sort of Compensation in 2004, 2005 or 2006 or 2007
COMMITTEES OF THE BOARD OF DIRECTORS
We do not currently have a Nominating, Audit or Compensation Committee. The
Board does not believe that it is necessary to have a Nominating Committee
because it believes that the functions of a Nominating Committee can be
adequately performed by its Board of Directors.
NOMINATING COMMITTEE
The Company does not have a separately designated standing nominating committee
or a committee performing similar functions. The entire Board of Directors of
the Company acts as the nominating committee and selects candidates to stand for
election as members of the Board of Directors.
The Committee believes that the minimum qualifications for serving as a director
of the Company are that a nominee demonstrates an ability to make a meaningful
contribution to the Board's oversight of the business and affairs of the Company
and have an impeccable record and reputation for honest and ethical conduct. The
Committee also examines a candidate's specific experiences and skills, time
availability, potential conflicts of interest and independence from management
and the Company. Candidates may be identified through various means including by
asking current directors and executive officers to notify the Committee if they
become aware of persons meeting the criteria described above, by the retention
of third party consultants to assist in this process, and by considering
director candidates recommended by shareholders although no formal procedures
for submitting names of candidates has been adopted. In considering candidates,
the Committee will take into consideration the needs of the Board and the
qualifications of the candidate. The Committee may also take into consideration
other factors it determines to be relevant, such as the number of shares held by
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a recommending shareholder and the length of time that such shares have been
held. To have a candidate considered by the Committee, a shareholder must submit
the recommendation in writing and must include the name of the shareholder and
evidence of the person's ownership of Company stock, including the number of
shares owned and the length of time of ownership, and the name of the candidate,
the candidate's resume or a listing of his or her qualifications to be a
director of the Company and the person's consent to be named as a director if
selected and nominated. The shareholder recommendation and information must be
sent to Global Biotech Corp., 4030 St. Ambroise Suite 211, Montreal, Quebec H4C
2C7. Once a potential candidate has been identified, the Committee may collect
and review information regarding the candidate to assess whether the person
should be considered further. If the Committee determines that the candidate
warrants further consideration, personal contact with the candidate may be made
and further review of the candidate's accomplishments, qualifications and
willingness to serve may be undertaken and compared to other candidates. The
Committee's evaluation process does not vary based on whether or not a candidate
is recommended by a shareholder, although, as stated above, the Board may take
into consideration other factors, such as the number of shares held by the
recommending shareholder and the length of time that such shares have been held.
Shareholder Communications with Directors
The Board of Directors recommends that stockholders initiate any communications
with the Board in writing and send them in care of the Chief Operating Officer
(COO). Stockholders can send communications by fax to (514) 935-9758 or by mail
too Global Biotech Corp., 4030 St. Ambroise Suite 211, Montreal, Quebec H4C 2C7.
This centralized process will assist the Board in reviewing and responding to
stockholder communications in an appropriate manner. The name of any specific
intended Board recipient should be noted in the communication. The Board has
instructed the COO to forward such correspondence only to the intended
recipients; however, the Board has also instructed the COO, prior to forwarding
any correspondence, to review such correspondence and, in his discretion, not to
forward certain items if they are deemed of a commercial or frivolous nature or
otherwise inappropriate for the Board's consideration. In such cases, some of
that correspondence may be forwarded elsewhere in the Company for review and
possible response.
Proposal 2: Amendment to the Certificate of Incorporation
The Company's Board of Directors proposes an amendment to the Company's
certificate of incorporation to increase the number of authorized shares of
common stock, par value $0.0001 per share, from 70,000,000 shares to 260,000,000
shares.
There are certain advantages and disadvantages of voting for an increase in the
Company's authorized common stock.
The advantages include:
The ability to raise capital by issuing capital stock. Should such an
opportunity arise, and be deemed in the best interest of our shareholders, the
Company would be able to act upon it immediately without seeking further
shareholder approval.
The disadvantages include:
Dilution to the existing shareholders, including a decrease in our net income
per share in future periods. This could cause the market price of our stock to
decline.
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The approval of authorized but unissued stock could be used to deter a
potential takeover of the Company that may otherwise be beneficial to
shareholders by diluting the shares held by a potential suitor or issuing shares
to a shareholder that will vote in accordance with the Company's Board of
Directors' desire. A takeover may be beneficial to independent shareholders
because, among other reasons, a potential suitor may offer such shareholders a
premium for their shares of stock compared to the then-existing market price.
The Company does not have any plans or proposals to adopt provisions or enter
into agreements that may have materials anti-takeover consequences.
The amendment to the Company's Certificate of Incorporation provides for the
authorization of 190,000,000 additional shares of our Company's common stock. As
of December 13,2007, 67,265,500 shares of the Company's common stock were issued
and outstanding.
The amendment to the Company's Certificate of Incorporation shall be filed with
Delaware Secretary of State so that the first paragraph of Article IV of the
Certificate in Incorporation shall be as follows:
"The total number of shares of common stock which this corporation is authorized
to issue is: Two hundred and Sixty Million ( 260,000,000) shares with par value
of ($0.0001) per share."
The Company Board of Directors believes that it is desirable to have additional
authorized shares of common stock available for possible future financings,
possible future acquisitions and other general corporate purposes. The Company
does not have any current arrangement or commitment for further financings or
acquisitions. Having such additional authorized shares of common stock available
for issuance in the future should give the Company greater flexibility and may
allow such shares to be issued without the expense and delay of a special
shareholder's meeting. Although such issuance of additional shares with respect
to future financing and acquisitions would dilute existing shareholders,
management believes that such transaction would increase the value of the
Company to its shareholders.
At present the Company has no plans, whatsoever, to issue any of the shares that
would be authorized from the proposal to raise the authorization shares from 70
million to 260 million. We currently have 70,000,000 shares authorized,
67,265,500 shares outstanding; we have not reserved shares for any reason. At
the present, the Company has no specific plans to issue any more shares.
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PROPOSAL 3: Consolidation of it's share capital (reverse split)
To authorize the Board of Directors, should it decide, to do a consolidation of
its share capital (reverse split), in a ratio of between 3:1 and 7:1, based on
the Board's decision of what would create the greatest possible value for the
company and its shareholders.
There are certain advantages and disadvantages of voting for the reverse split:
The advantages include:
o This will mean that if the consolidation of it's share capital
(reverse split) is approved there will be fewer common shares of the
corporation outstanding. Fewer outstanding issued shares will give us
the potential for a higher E.P.S., and consequently, we expect, a
higher stock price, once we are listed for trading.
o Management and the Board of Directors believe that fewer shares, with
a higher trading share price will create more credibility for the
company and consequently will facilitate the raising of capital if
needed which will permit the implementation of new projects in order
to create more value for all shareholders.
The disadvantages include:
o A reduced number of shares held by our existing shareholders. If our
shares do not maintain a price that is higher than prior to this
reverse split, the existing shareholders would have less value.
o At present, the Company has no plans to issue any of the additional
shares that would become available as a result of a reverse split. The
Company will round up any fractional shares to the next whole integer.
Shareholders would retain any odd lots as their shareholdings of
Global Biotech Corp. and the Company will not be paying any cash in
lieu of odd lots.
PROPOSAL 4 - AMENDMENT TO THE CERTIFICATE OF INCORPORATION
The Company's Board of Directors proposes an amendment to the Company's
Certificate of Incorporation to authorize 80,000,000 shares of blank check
preferred stock, par value $0.0001 per share.
There are certain advantages and disadvantages of voting for an increase in the
Company's authorized preferred stock.
The advantages include:
o The ability to raise capital by issuing capital stock.
o The ability to fulfill our Company's obligations by having capital
stock available should we, in the future, issue any options, warrants
or convertible debentures.
The disadvantages include:
o Dilution to the existing shareholders, including a decrease in our net
income per share in future periods. This could cause the market price
of our stock to decline.
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o The issuance of authorized but unissued stock could be used to deter a
potential takeover of the Company that may otherwise be beneficial to
shareholders by diluting the shares held by a potential suitor or
issuing shares to a shareholder that will vote in accordance with the
Company's Board of Directors' desires. A takeover may be beneficial to
independent shareholders because, among other reasons, a potential
suitor may offer such shareholders a premium for their shares of stock
compared to the then-existing market price. The Company does not have
any plans or proposals to adopt provisions or enter into agreements
that may have material anti-takeover consequences.
The amendment to the Company's Certificate of Incorporation shall be filed with
the Delaware Secretary of State so that the second paragraph of Article IV of
the Certificate of Incorporation shall be as follows:
"The total number of shares of preferred stock which this corporation is
authorized to issue is: Eighty Million (80,000,000) shares with a par value of
($0.0001) per share. The preferred stock may be issued in one or more series,
from time to time, with each such series to have such designations, powers,
preferences and relative, participating, optional or other special rights, and
qualifications, limitations or restrictions thereof, as shall be stated and
expressed in the resolution or resolutions providing for the issue of such
series adopted by the Board of Directors, subject to the limitations prescribed
by law and in accordance with the provisions hereof, the Board of Directors
being hereby expressly vested with authority to adopt any such resolution or
resolutions."
The Company's Board of Directors believes that it is desirable to have
authorized shares of preferred stock available for possible future financings,
possible future acquisition transactions and other general corporate purposes.
The Company does not have any current arrangement or commitment for financing or
acquisitions. Having such authorized shares of preferred stock available for
issuance in the future should give the Company greater flexibility and may allow
such shares to be issued without the expense and delay of a special
shareholders' meeting. Although such issuance of additional shares with respect
to future financings and acquisitions would dilute existing shareholders,
management believes that such transactions would increase the value of the
Company to its shareholders.
PROPOSAL 5 -APPROVE AN AMENDMENT TO THE CERTIFICATE OF INCORPORATION
The amendment to the Company's Certificate of Incorporation, to change the
corporate name to Global Biotech Corp., shall be filed with the Delaware
Secretary of State so that the first paragraph of Article IV of the Certificate
of Incorporation shall be as follows:
The name of the Corporation is: Global Biotech Corp.
We feel that the new proposed corporate name, as opposed to our current one,
more properly reflects the business areas that we want to be in.
DESCRIPTION OF SECURITIES COMMON STOCK
The current authorized capital stock of the Company consists of 70,000,000
shares of common stock, par value $0.0001 per share. As of December 13, 2007,
the Company had 67,265,500 shares of common stock issued and outstanding. Each
share of the Company's common stock entitles the holder to one vote on each
matter submitted to a vote of shareholders, including the election of directors.
There is no cumulative voting. The holders of the Company's common stock are
entitled to receive rateably such dividends, if any, as may be declared from
time to time by the Board of Directors out of funds legally available therefore.
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Holders of the Company's common stock have no pre-emptive, conversion or other
subscription rights. There are no redemption or sinking fund provisions
available to the Company's common stock. In the event of liquidation,
dissolution or winding up the Company, the holders of common stock are entitled
to share rateably in all assets remaining after payment of liabilities.
Additional information can be found in our Certificate of Incorporation and our
Bylaws, which were filed as exhibits to our registration statement on Form SB-2
filed with the SEC on October 19, 2000.
OPTIONS, WARRANTS, OTHER CONVERTIBLE SECURITIES
OPTIONS
There are no outstanding options.
WARRANTS
There are no outstanding warrants.
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TRANSFER AGENT AND REGISTRAR
The Company's transfer agent is Intercontinental Registrar & Transfer Agency
Inc., 900 Buchanan Blvd, Boulder City, Nevada 89005.
Its telephone number is (702) 293-6717.
ANTI-TAKEOVER EFFECTS OF PROVISIONS OF THE CERTIFICATE OF INCORPORATION
AUTHORIZED AND UNISSUED STOCK
Authorized but unissued shares of common stock, if approved, would be available
for future issuance without our shareholders' approval. These additional shares
may be utilized for a variety of corporate purposes including but not limited to
future public or direct offerings to raise additional capital, corporate
acquisitions and employee incentive plans. The issuance of such shares may also
be used to deter a potential takeover of the Company that may otherwise be
beneficial to shareholders by diluting the shares held by a potential suitor or
issuing shares to a shareholder that will vote in accordance with the Company's
Board of Directors' desires. A takeover may be beneficial to shareholders
because, among other reasons, a potential suitor may offer shareholders a
premium for their shares of stock compared to the then-existing market price.
The existence of authorized but unissued and unreserved shares of preferred
stock may enable the Board of Directors to issue shares to persons friendly to
current management, which would render more difficult or discourage an attempt
to obtain control of the Company by means of a proxy contest, tender offer,
merger or otherwise, and thereby protect the continuity of the Company's
management.
INDEPENDENT ACCOUNTANTS
The firm of Chang G. Park CPA served as our Company's independent accountants
for the fiscal year ended November 30, 2006 in connection with the audit.
AUDIT FEES
The aggregate fees billed for professional services rendered was $9,000 for the
audit of the Company's annual financial statement for the year ended November
30, 2006 and reviews of its interim financial statements.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES
For the fiscal year ended November 30, 2006 there were $-0- in fees billed for
professional services by the Company's independent auditors rendered in
connection with, directly or indirectly, operating or supervising the operation
of its information system or managing its local area network.
ALL OTHER FEES
There was $0 in fees billed for other services by the principal accountant for
the fiscal year ended November 30, 2006.
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ADDITIONAL INFORMATION
INCORPORATION BY REFERENCE
Certain financial and other information required pursuant to Item 13 of the
Proxy Rules is incorporated by reference to the Company's Annual Report on Form
10-KSB for the year ended November 30, 2006.
AVAILABILITY OF FORM 10-KSB
A copy of our annual Report on Form 10-KSB for the fiscal year ended November
30, 2006, which has been filed with the Securities and Exchange Commission,
including the financial statements, will be provided without charge to any
Stockholder or beneficial owner of our Common Stock upon written request to
Perry Choiniere, Chief Operating Officer, 4030 St. Ambroise Suite 211, Montreal,
Quebec H4C 2C7.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Louis Greco
------------------
Louis Greco
President
Montreal, Quebec
December 14, 2007
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