Definitions

Disclosure Statement

The disclosure statement, like a real-estate disclosure statement common un the U.S., attempts to lay out all possible risks that might be associated with the business.

Introduction

Security exchanges have been established in most countries to ensure proper disclosure of risks associated with the representation of securities (shares).  At the time of the establishment of these Securities Commissions there was not Internet or public forum where disclosure statements could be represented in real-time or that were reasonably accessible to the public.

With Internet everything has changed throughout the world – except for the security commissions, they are even more bureaucratic than when they first setout to protect the public.  It can now be argued that the load of bureaucracy placed on companies by these exchanges serves to harm the publics’ investment by causing unnecessary expense and by the dilution of management expertise in the companies in which the public are investing.

InfoTelesys wishes to provide you with open-disclosure, the publication of our disclosure information on the www.InfoTelesys.com site.

InfoTelesys has been advised, and believes the company is in full compliance within the Nevis jurisdiction from which these securities are offered.  On this site InfoTelesys makes the effort to comply with the general form of security disclosures throughout the world.  However, with the labyrinth of rules, laws and bureaucracy, InfoTelesys can provide no assurance that these open-disclosures are in conformance with any particular countries security code.  InfoTelesys does make representation in the spirit of open-disclosure and integrity, considering the short time to market requirement, the issues and risks that may be associated with the business.

 

Rush to Market

InfoTelesys has rushed this offering to market in order to attempt to raise funds to acquire Space Station Mir.  Consequentially,  InfoTelesys makes clear representation that there are likely to be errors and omissions on this website and through this representation.  InfoTelesys shall correct such errors as when we are made aware of them and this disclosure statement shall be continually updated and publicly published on the www.InfoTelesys.com site.

No registered disapproval or approval

These securities have not been disapproved or approved by any securities and exchange commissions, and no representation is made to any such representation.

In time, InfoTelesys will work to register these securities with exchanges and commissions around the world.

InfoTelesys’ contractual rights to Kompomash “Rostelesat” technology and frequencies.

InfoTelesys’ contractual rights to Kompomash “Rostelesat” technology and frequencies as assigned to InfoTelesys under the March 1, 2001 contract between InfoTelesys and Mega Micro Technology Incorporated are represented herein by the contracts themselves (Link to Kompomash / MMTI / InfoTelesys contracts)

Website

InfoTelesys incorporated the www.InfoTelesys.com site in this disclosure statement with the understanding that such website is a marketing tool that is managed by numerous personnel and contractors.  As far as InfoTelesys is aware, the general and specific information provided on the sight is correct, however, due to the nature of websites, it is possible that incorrect information is included on the site

 

 

By owning shares of IT$’s you agree to ARBITRATION and give up your right to a trial in a public court.  AAA

 

InfoTelesys Disclosures

As we enter this millennium it is important to ask where and how a business needs to be operated and run. InfoTelesys trading shares are incorporated as an International Business Corporation under the jurisdiction of the Nevis. InfoTelesys selected Nevis as a jurisdiction due to a number of factors: 
1. Nevis has a stable legitimate judicial system based on British Law. 
2. Nevis provides a tax free trading zone.
3. Nevis allows for modern technological corporate structure.
3. Nevis not hindered by global prejudices, avoiding being specifically labeled as being only "American", "French", "British", "German", "Chinese" or "Russian", rather InfoTelesys is able to be all of these through our 'neutral' corporate basis.

Within most countries InfoTelesys operates, InfoTelesys will be represented by a local InfoTelesys company, owned and operated by nationals of that country.

Most government regulatory bodies are laden with bureaucratic incompetence, full of complex and often contradictory legislation. Much of the legislation enforced by these bodies is used not to ensure legitimate and fair-trading and representation of companies shares, but rather to create systems that significantly favor the ability of a select few to manipulate trading for their own illegitimate purposes.

There is absolutely no way any company can be knowledgeable of and adhere to the literally thousands of regulatory bodies, each with their own set of arcane and complex volumes of legislation. To meet fair disclosure to investors InfoTelesys will adhere to Open Filing and Publishing of company disclosures on the InfoTelesys website.

InfoTelesys believes in the Open Book process. Open honest disclosure is the modus operandi of InfoTelesys. We want you to know who we are and what we are up to. Only in areas of strategic competitive importance, such as our core architectural transaction models, or our core accelerator technology, or some future business strategies that will elevate InfoTelesys above the competition, do we withhold disclosure as such disclosure could materially harm InfoTelesys and benefit our competition. 

InfoTelesys wants you to be able to give us all the valuable positive and the valuable negative feedback you are prepared to share with us. By disclosing far more than is traditionally disclosed by companies, InfoTelesys essentially obtains free market analysis and legal opinions to our structure. We also get introduced to some of you who have superb ideas and recommendations.  We value you input.

Business Description

InfoTelesys is a next generation Internet services provider that is building a global communications network integrated with the Companies own terrestrial and satellite communications in addition to third party and legacy Internet services integration.  The company has emerged from strategy and prototype phase and is preparing to bring product designs, architectures and concepts to market.  Currently, the key elements to the InfoTelesys product are the IT Server™, the IT Set™, IT Studios™, IT Sat™, IT Cam™, IT Hub™, IT Extender™, DTAC™, EHSL™.  The Company expects to have these products manufactured for InfoTelesys by OEMs (Original Equipment Manufacturers).  InfoTelesys does not expect to own manufacturing facilities, however, with some key elements InfoTelesys may implement the Companies own manufacturing facilities.

As with all high-technology design, manufacturing and software development, there are significant risks associates in the interaction, delivery, stability and performance of such.  InfoTelesys expects to start shipping product in three to six months, however no such guarantee exists that this timeframe shall be met, or that there shall not be complications or issues should arise that could cause such timeframe to be extended.

 

Competition

In the global markets there is open competition, no company in this industry will not have competition, there is no assurance that the competition shall outperform InfoTelesys or that InfoTelesys shall outperform the competition.

 

 

 

RISKS ASSOCIATED WITH INTERNATIONAL OPERATIONS

 

InfoTelesys will derive substantial revenues from international operations. The Company intends to have substantial physical assets in several jurisdictions along the routes of its planned systems. International operations are subject to political, economic and other uncertainties, including, among other things, risk of war, revolution, border disputes, expropriation, renegotiation or modification of existing contracts, labor disputes and other uncertainties arising out of foreign government sovereignty over the Company's international operations. There can be no assurance that these factors will not have a material adverse effect on the Company.

 

FOREIGN EXCHANGE; EXCHANGE CONTROLS

 

The Company will invoice all sales of capacity in the future IT Dollars (IT$) which is currently pegged at the U.S. dollars, and each customer will incur maintenance and other obligations denominated in IT Dollars; however, prospective customers of the Company derive their revenues in currencies other than IT Dollars. The obligations of customers whose revenues are preponderantly in foreign currencies will be subject to unpredictable and indeterminate increases in the event that such currencies devalue relative to IT Dollars. Furthermore, such customers may be or may become subject to exchange control regulations, which might restrict or prohibit the conversion of their revenue currencies into IT Dollars. There can be no assurance that the occurrence of any such factors will not have a material adverse effect on the Company.

 

EFFECT OF GOVERNMENT REGULATION

 

The Company, in the ordinary course of development, construction and operation of its systems, will be required to obtain and maintain various permits, licenses and other authorizations in multiple jurisdictions.  There can be no assurance that governments will not take action 

 

DEPENDENCE ON THIRD PARTIES

 

The Company is and will continue to be dependent upon third parties to (i) provide access to certain origination and termination points of its systems in various jurisdictions, (ii) construct and operate landing stations in certain of such jurisdictions, (iii) construct and maintain the Company's systems pursuant to contractual arrangements with the Company, (iv) provide backhaul service to the Company's customers through contractual arrangements with such parties and (v) act as joint venture participants with respect to PC-1 and, potentially, certain of the Company's future systems. There can be no assurance that such parties will perform their contractual obligations or that there will not be political or economic events in relation to such parties which may have a material adverse effect on the Company.

 

RISK OF ERROR IN FORWARD-LOOKING STATEMENTS

 

The Company is a development stage company. Accordingly, all statements in this Prospectus that are not clearly historical in nature are forward-looking. Examples of such forward-looking statements include the statements concerning the Company's operations, prospects, size of world telecommunications traffic, size of addressable market, technological and customer support capabilities, pricing, potential customers and liquidity and working capital needs, estimated demand forecasts, and information concerning characteristics of competing systems. These forward-looking statements are inherently predictive and speculative and no assurance can be given that any of such statements will prove to be correct. Actual results and developments may be materially different from those expressed or implied by such statements. Prospective investors should carefully review the other risk factors set forth in this section of this Prospectus for a discussion of certain factors which could result in any of such forward-looking statements proving to be inaccurate.

 

TAX MATTERS

 

The Company believes that a significant portion of its income will not be subject to tax by any of (i) Bermuda, which currently does not have a corporate income tax, or (ii) certain other countries in which the Company conducts activities or in which customers of the Company are located, including the United States. However, this belief is based upon the anticipated nature and conduct of the business of the Company, which may change, and upon the Company's understanding of its position under the tax laws of the various countries in which the Company has assets or conducts activities, which position is subject to review and possible challenge by taxing authorities and to possible changes in law (which may have retroactive effect). The extent to which certain jurisdictions may require the Company to pay tax or to make payments in lieu of tax cannot be determined in advance. In addition, the operations and payments due to the Company may be affected by changes in taxation, including retroactive tax claims or assessment of withholding on amounts payable to the Company or other taxes assessed at the source, in excess of the taxation anticipated by the Company based on business contacts and practices of the Company and the current tax regimes. There can be no assurance that any of the foregoing factors would not have a material adverse effect on the Company. See "Tax Considerations."

 

 

 

FOREIGN PERSONAL HOLDING COMPANY, PASSIVE FOREIGN INVESTMENT COMPANY, CONTROLLED FOREIGN CORPORATION AND PERSONAL HOLDING COMPANY RULES

 

It is possible that the Issuer or one of its non-United States subsidiaries will be classified as a foreign personal holding company (a "FPHC") under the United States Internal Revenue Code of 1986, as amended (the "Code"). If the Issuer or one of its non-United States subsidiaries were classified as an FPHC, all United States Holders (as defined below under "Tax Considerations") of Common Stock would be required to include in income, as a dividend, their pro rata share of the Issuer's (or its relevant non-United States subsidiary's) undistributed FPHC income (generally, taxable income with certain adjustments). While the Company intends to manage its affairs so as to attempt to avoid or minimize having income imputed to United States Holders under these rules, to the extent such management of its affairs is consistent with its business goals, there can be no assurance that the Company will be successful in this endeavor.

 

The Issuer believes that it is not a passive foreign investment company (a "PFIC") and does not expect to become a PFIC in the future, although there can be no assurance in this regard. In addition, this belief is based, in part, on interpretations of existing law that the Issuer believes are reasonable, but which have not been approved by any taxing authority. If the Issuer were a PFIC, then each United States Holder of Common Stock would, upon certain distributions by the Issuer, or upon disposition of the Common Stock at a gain, be liable to pay tax at the then prevailing rates on ordinary income plus an interest charge, generally as if the distribution or gain had been recognized ratably over the United States Holder's holding period (for PFIC purposes) for the Common Stock, or if a "qualified electing fund" election were made by a United States Holder of Common Stock, a pro rata share of the Issuer's ordinary earnings and net capital gain would be required to be included in such United States Holder's income each year. A United States Holder may also be able to make a mark to market election. If the mark to market election is available to a United States Holder, annual increases and decreases in share value would be included as ordinary income or deducted from ordinary income by marking-to-market the value of the shares at the close of each year. See "Tax Considerations."

 

Furthermore, additional tax considerations would apply if the Issuer or any of its affiliates were a controlled foreign corporation (a "CFC") or a personal holding company (a "PHC"). See "Tax Considerations."

 

DIVIDEND POLICY; RESTRICTION ON PAYMENT OF DIVIDENDS

 

The Company does not anticipate paying cash dividends in the foreseeable future. See "Dividend Policy." The Company's ability to pay dividends is limited by certain of its debt instruments. See "Management's Discussion and Analysis of Financial Condition and Results of Operations--Liquidity and Capital Resources" and "Description of Certain Indebtedness."

 

DIVIDEND POLICY

 

InfoTelesys does not anticipate paying dividends in the foreseeable future. The terms of certain debt instruments of the Company also place limitations on InfoTelesys's ability to pay dividends. Future dividends, if any, will be at the discretion of the Board of Directors of InfoTelesys and will depend upon, among other things, the Company's operations, capital requirements and surplus, general financial condition, contractual restrictions and such other factors as the Board of Directors of InfoTelesys may deem relevant. See "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Description of Certain Indebtedness."

 

INCOME TAXES

 

Since the Company recognized no income through March 31, 1998, no income tax provision has been reflected in the consolidated financial statements.

 

FOREIGN CURRENCY EXPOSURE

 

All of the Company's sales and substantially all of its expenditures are denominated in U.S. dollars. Monetary assets and liabilities denominated in foreign currencies at year end are translated into U.S. dollars at the rate of exchange at that date. Resulting gains or losses on exchange are recorded in the statement of operations.

 

INFLATION

 

Management does not believe that its business is impacted by inflation to a significantly different extent than the general economy.

 

DILUTION

 

The public offering price is substantially higher than the tangible book value of the outstanding Common Stock. Purchasers of Shares in the Offerings will therefore experience immediate and substantial dilution in tangible book value per share, and existing shareholders of InfoTelesys will receive a material increase in the tangible book value per share of their shares of Common Stock. The dilution to new investors will be $ per Share (based on the Price to Public of $ per Share and assuming no exercise of the over-allotment options granted to the Underwriters). See "Dilution."

 

NO PRIOR PUBLIC MARKET; POSSIBLE VOLATILITY OF STOCK PRICE

 

Prior to the Offerings, there has been no public market for the Common Stock. There can be no assurance that an active trading market will develop or be sustained. The offering price has been determined by negotiations between the Company and the Underwriters and there can be no assurance that the prices at which the Common Stock will sell in the public market after the Offerings will not be lower than the price at which the Common Stock is sold in the Offerings. See "Underwriting." Historically, the market prices for securities of emerging companies in the telecommunications industry have been highly volatile. The trading price of the Common Stock after the Offerings could be subject to wide fluctuations in response to numerous factors, including, but not limited to, quarterly variations in operating results, competition, announcements of technological innovations or new products by the Company or its competitors, product enhancements by the Company or its competitors, regulatory changes, any differences in actual results and results expected by investors and analysts, changes in financial estimates by securities analysts and other events or factors. In addition, the stock market has experienced volatility that has affected the market prices of equity securities of many companies and that often has been unrelated to the operating performance of such companies. These broad market fluctuations may adversely affect the market price of the Common Stock.

 

SHARES ELIGIBLE FOR FUTURE SALE

 

Upon completion of the Offerings (assuming no exercise of the over-allotment options granted to the Underwriters), InfoTelesys will have shares of Common Stock outstanding, including Shares of Common Stock offered hereby and "restricted" shares of Common Stock. The Shares of Common Stock offered hereby will be freely tradeable without restriction or further registration under the Securities Act of 1933, as amended (the "Securities Act"), by persons other than "affiliates" of the Company within the meaning of Rule 144 promulgated under the Securities Act. Holders of restricted shares generally will be entitled to sell these shares in the public securities market without registration under the Securities Act to the extent permitted by Rule 144 (or Rule 145, as applicable) promulgated under the Securities Act or any exemption under the Securities Act. The restricted shares generally will be eligible for sale under Rule 144, as currently in effect, beginning in .

 

The Company intends to file a registration statement under the Securities Act after the Offerings to register shares of Common Stock reserved for issuance under the Stock Incentive Plan, thus permitting the resale of such shares by non-affiliates upon issuance in the public market without restriction under the Securities Act. Such registration statement will automatically become effective immediately upon filing. See "Management--Stock Incentive Plan."

 

Subject to certain exceptions, the Company and certain shareholders, directors and officers of the Company have agreed not to offer, sell, contract to sell or otherwise dispose of, directly or indirectly, or announce the offering of any shares of Common Stock, including any such shares beneficially or indirectly owned or controlled by the Company, or any securities convertible into, or exchangeable or exercisable for, shares of Common Stock, for 180 days from the date of this Prospectus, without the prior written consent of Smith Barney Inc.

 

Sales of a substantial amount of Common Stock in the public market, or the perception that such sales may occur, could adversely affect the market price of the Common Stock prevailing from time to time in the public market and could impair the Company's ability to raise additional capital through the sale of its equity securities. See "Shares Eligible for Future Sale." USE OF PROCEEDS

 

TAX

 

TAX CONSIDERATIONS

 

TAXATION OF THE COMPANY

 

The Company believes that a significant portion of its income will not be subject to tax in Bermuda, which currently has no corporate income tax, or other countries in which the Issuer or its affiliates conduct activities or in which customers of the Company are located, including the United States. However, this belief is based upon the anticipated nature and conduct of the business of the Company, which may change, and upon the Company's understanding of its position under the tax laws of the various countries in which the Company has assets or conducts activities, which position is subject to review and possible challenge by taxing authorities and to possible changes in law (which may have retroactive effect). The extent to which certain taxing jurisdictions may require the Company to pay tax or to make payments in lieu of tax cannot be determined in advance. In addition, the operations of and payments due to the Company may be affected by changes in taxation, including retroactive tax claims or assessments of withholding on amounts payable to the Company or other taxes assessed at the source, in excess of the taxation anticipated by the Company based on business contacts and practices of the Company and the current tax regimes. There can be no assurance that these factors will not have a material adverse effect on the Company.

 

United States Federal Income Tax Considerations

 

The Issuer and its non-United States subsidiaries will be subject to United States federal income tax at regular corporate rates (and to United States branch profits tax) on their income that is effectively connected with the conduct of a trade or business within the United States, and will be required to file federal income tax returns reflecting that income. The Company intends to conduct its operations so as to reduce the amount of its effectively connected income. However, no assurance can be given that the Internal Revenue Service (the "IRS") will agree with the positions taken by the Company in this regard. Moreover, the United States subsidiaries of the Issuer will be subject to United States federal income tax on their worldwide income regardless of its source (subject to reduction by allowable foreign tax credits), and distributions by such United States subsidiaries to the Issuer or its foreign subsidiaries generally will be subject to United States withholding.

 

Nevis Considerations

 

Under current Nevis law, the Company is not subject to tax on income or capital gains. 

 

TAXATION OF STOCKHOLDERS

 

In the opinion of Simpson Thacher & Bartlett, special United States federal income tax counsel to the Company, the summary set forth below under "Taxation of Stockholders--United States Federal Income Tax Considerations" accurately describes certain material United States federal income tax consequences that may be relevant to the purchase, ownership and disposition of the Common Stock. In the opinion of Appleby, Spurling & Kempe, special Bermuda tax counsel to the Company, the summary set forth below under "Taxation of Stockholders--Bermuda Tax Considerations" accurately describes certain material Bermuda tax consequences that may be relevant to the purchase, ownership and disposition of the Common Stock. Unless otherwise stated, the discussion below deals only with Common Stock held as capital assets by United States Holders (as defined below) who purchase the Common Stock upon original issuance at its original offering price. The discussion does not deal with all possible tax consequences relating to an investment in the Common Stock to deal with the tax consequences applicable to all categories of investors, some of which (such as dealers in securities, insurance companies and tax- exempt entities) may be subject to special rules. In particular, the discussion does not address the tax consequences under state, local or other national (e.g., non-United States, non-Bermuda) tax laws. Accordingly, each prospective investor should consult its own tax advisor regarding the particular tax consequences to it of an investment in the Common Stock. The following discussion is based upon laws, regulations and relevant interpretations thereof in effect as of the date of this Prospectus, all of which are subject to change, possibly retroactively.

 

Bermuda Tax Considerations

 

Under current Bermuda law, no income, withholding or other taxes or stamp or other duties are imposed upon the issue, transfer or sale of the Common Stock or on any payments thereunder. See "Taxation of the Company--Bermuda Tax Considerations" for a description of the undertaking on taxes obtained by the Company from the Minister of Finance of Bermuda.

 

United States Federal Income Tax Considerations

 

The following is a summary of certain material United States federal income tax considerations that apply to the acquisition, ownership and disposition of Common Stock by United States Holders (as defined below) as and does not purport of the date hereof. This summary deals only with Common Stock that is held as a capital asset by a United States Holder, and does not address tax considerations applicable to United States Holders that may be subject to special tax rules, such as dealers or traders in securities, financial institutions, insurance companies, tax-exempt entities, United States Holders that hold Common Stock as part of a straddle, conversion transaction, constructive sale or other arrangement involving more than one position, United States Holders that have a principal place of business or "tax home" outside the United States or United States Holders whose functional currency is not the United States dollar. In addition, the summary generally does not address the tax consequences to United States Holders that own (or are deemed for United States federal income tax purposes to own, pursuant to complex attribution and constructive ownership rules) 10% or more of the voting stock of the Issuer or any of its non-United States subsidiaries ("10% Shareholders"). 10% Shareholders are advised to consult their own tax advisors regarding the tax considerations incident to an investment in Common Stock. The discussion below is based upon the provisions of the Code, and regulations, rulings and judicial decisions thereunder as of the date hereof; any such authority may be repealed, revoked or modified, perhaps with retroactive effect, so as to result in United States federal income tax consequences different from those discussed below.

 

THE DISCUSSION SET OUT BELOW IS INTENDED ONLY AS A SUMMARY OF CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF AN INVESTMENT IN THE COMMON STOCK. PROSPECTIVE INVESTORS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS AS TO THE TAX CONSEQUENCES OF AN INVESTMENT IN THE COMMON STOCK, INCLUDING THE APPLICATION TO THEIR PARTICULAR SITUATIONS OF THE TAX CONSIDERATIONS DISCUSSED BELOW, AS WELL AS THE APPLICATION OF STATE, LOCAL, FOREIGN OR OTHER FEDERAL TAX LAWS. THE STATEMENTS OF UNITED STATES FEDERAL INCOME TAX LAW SET OUT BELOW ARE BASED ON THE LAWS IN FORCE AND INTERPRETATIONS THEREOF AS OF THE DATE OF THIS PROSPECTUS, AND ARE SUBJECT TO ANY CHANGES OCCURRING AFTER THAT DATE.

 

As used herein, a "United States Holder" of Common Stock means a holder that is (i) a citizen or resident of the United States, (ii) a corporation or partnership created or organized in or under the laws of the United States or any political subdivision thereof, (iii) an estate the income of which is subject to United States federal income taxation regardless of its source or (iv) a trust which is subject to the supervision of a court within the United States and the control of a United States person as described in section 7701(a)(30) of the Code.

 

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Taxation of Dividends

 

The gross amount of dividends paid to United States Holders of Common Stock will be treated as dividend income to such United States Holders, to the extent paid out of current or accumulated earnings and profits, as determined under United States federal income tax principles. Such income will be includible in the gross income of a United States Holder as ordinary income on the day received by the United States Holder. Such dividends will not be eligible for the dividends received deduction allowed to corporations under the Code. Subject to the PFIC rules described below, to the extent that the amount of any distribution exceeds the Issuer's current and accumulated earnings and profits for a taxable year, the distribution will first be treated as a tax-free return of capital, causing a reduction in the adjusted basis of the Common Stock (thereby increasing the amount of gain, or decreasing the amount of loss, to be recognized by the United States Holder on a subsequent disposition of the Common Stock), and the balance in excess of adjusted basis will be taxed as capital gain. The Issuer does not anticipate paying cash dividends in the foreseeable future. See "Dividend Policy."

 

For so long as the Issuer is a "United States-owned foreign corporation," distributions with respect to the Common Stock that are taxable as dividends generally will be treated for United States foreign tax credit purposes as either (i) foreign source "passive income" (or, in the case of certain United States Holders, foreign source "financial services income") or (ii) United States source income, in proportion to the earnings and profits of the Issuer in the year of such distribution allocable to foreign and United States sources, respectively. For this purpose, the Issuer will be treated as a United States-owned foreign corporation so long as stock representing 50% or more of the voting power or value of the Issuer is owned, directly or indirectly, by United States Holders.

 

Taxation of Capital Gains

 

For United States federal income tax purposes, a United States Holder will recognize taxable gain or loss on any sale or exchange of Common Stock in an amount equal to the difference between the amount realized for the Common Stock and the United States Holder's adjusted basis in the Common Stock. Subject to the PFIC and CFC rules discussed below, such gain or loss will be capital gain or loss. Capital gain of individuals derived with respect to capital assets held for more than one year is eligible for reduced rates of taxation depending upon the holding period of such capital assets. The deductibility of capital losses is subject to limitations. Any gain recognized by a United States Holder generally will be treated as United States source income. It is presently unclear whether any loss realized by a United States Holder will be treated as United States or foreign source.

 

Passive Foreign Investment Company

 

The Issuer believes that it is not a PFIC and does not expect to become a PFIC in the future for United States federal income tax purposes, although there can be no assurance in this regard. This conclusion is a factual determination made annually and thus is subject to change. In addition, it is based, in part, on interpretations of existing law that the Issuer believes are reasonable, but which have not been approved by any taxing authority.

 

In general, the Issuer will be a PFIC with respect to a United States Holder if, for any taxable year in which the United States Holder held Common Stock, either (i) at least 75% of the gross income of the Issuer for the taxable year is passive income or (ii) at least 50% of the value (determined on the basis of a quarterly average) of the Issuer's assets is attributable to assets that produce or are held for the production of passive income. For this purpose, passive income generally includes dividends, interest, royalties, rents (other than rents and royalties derived in the active conduct of a trade or business and not derived from a related person), annuities and gains from assets that produce passive income. If the Issuer owns (directly or indirectly) at least 25% by value of the stock of another corporation, the Issuer will be treated for purposes of the PFIC tests as owning its proportionate share of the assets of the other corporation, and as receiving directly its proportionate share of the other corporation's income. If the Issuer is classified as a PFIC in any year with respect to which a United States person is a shareholder, the Issuer generally will continue to be treated as a PFIC with respect to such shareholder in all succeeding years, regardless of whether it continues to meet the income or asset test described above, subject to certain possible shareholder elections that may apply in certain circumstances.

 

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If the Issuer is treated as a PFIC, unless a United States Holder makes a "QEF election" or a "mark to market election," each as described below:

 

1. Distributions made by the Issuer during a taxable year to a United States Holder with respect to Common Stock that are "excess distributions" (defined generally as the excess of the amount received with respect to the Common Stock in any taxable year over 125% of the average received in the shorter of either the three previous years or the United States Holder's holding period before the taxable year) must be allocated ratably to each day of the United States Holder's holding period. The amounts allocated to the current taxable year and to taxable years prior to the first year in which the Issuer was classified as a PFIC are included as ordinary income in the United States Holder's gross income for that current year. The amount allocated to each other prior taxable year is taxed as ordinary income at the highest rate in effect for the United States Holder in that prior year and the tax is subject to an interest charge at the rate applicable to deficiencies in income taxes.

 

2. The entire amount of any gain realized upon the sale or other disposition (including for these purposes a pledge) of Common Stock will be treated as an excess distribution made in the year of sale or other disposition and as a consequence will be treated as ordinary income and, to the extent allocated to years prior to the year of sale or disposition, will be subject to the interest charge described above. In addition, United States Holders who acquire their Common Stock from decedents generally will not receive a "stepped-up" basis in such Common Stock. Instead, such United States Holders will have a tax basis equal to the lower of the fair market value of such Common Stock or the decedent's basis.

 

The special PFIC tax rules described above will not apply to a United States Holder if the United States Holder elects to have the Issuer treated as a "qualified electing fund" (a "QEF election") and the Issuer provides certain information to United States Holders. If the Issuer is treated as a PFIC, it intends to notify United States Holders and to provide to United States Holders such information as may be required to make such QEF election effective.

 

A United States Holder that makes a QEF election will be taxable currently on its pro rata share of the Issuer's ordinary earnings and net capital gain (at ordinary income and capital gain rates, respectively) for each taxable year of the Issuer during which it is treated as a PFIC, regardless of whether or not distributions were received. The United States Holder's basis in the Common Stock will be increased to reflect taxed but undistributed income. Distributions of income that had previously been taxed will result in a corresponding reduction of basis in the Common Stock and will not be taxed again as a distribution to the United States Holder.

 

Alternatively, a United States Holder of stock in a PFIC that is treated as "marketable stock" may make a mark to market election. A United States Holder that makes such an election will not be subject to the PFIC rules described above. Instead, in general, an electing United States Holder will include in each year as ordinary income the excess, if any, of the fair market value of such stock at the end of the taxable year over its adjusted basis and will be permitted an ordinary loss in respect of the excess, if any, of the adjusted basis of such stock over its fair market value at the end of the taxable year (but only to the extent of the net amount previously included in income as a result of the mark to market election). The electing United States Holder's basis in the stock will be adjusted to reflect any such income or loss amounts. Any gain or loss on the sale of the Common Stock will be ordinary income or loss (except that such loss will be ordinary loss only to the extent of the previously included net mark to market gain). The mark to market election is only available with respect to stock that is regularly traded on certain United States exchanges and other exchanges designated by the United States Treasury. The meaning of the term "regularly traded," for purposes of the mark to market election, is unclear.

 

A United States Holder who owns Common Stock during any year that the Issuer is a PFIC must file IRS Form 8621. United States Holders are urged to consult their tax advisors concerning the United States federal income tax consequences of holding Common Stock of the Issuer if it is a PFIC, including the advisability and availability of making any of the foregoing elections.

 

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Foreign Personal Holding Company

 

If the Issuer or one of its non-United States subsidiaries were classified as an FPHC, all United States Holders (including certain indirect holders), regardless of their percentage ownership, would be required to include in income, as a dividend, their pro rata share of the Issuer's (or its relevant non-United States subsidiary's) undistributed FPHC income (generally, taxable income with certain adjustments) if they were holders on the last day of the Issuer's taxable year (or if earlier, the last day on which the Issuer satisfied the shareholder test). In addition, if the Issuer were classified as an FPHC, United States Holders who acquire their Common Stock from decedents would not receive a "stepped-up" basis in such Common Stock. Instead, such United States Holders would have a tax basis equal to the lower of the fair market value of such Common Stock or the decedent's basis.

 

A foreign corporation will be classified as an FPHC if (i) at any time during the corporation's taxable year, five or fewer individuals, who are United States citizens or residents, directly or indirectly own more than 50% of the corporation's stock (by either voting power or value) (the "shareholder test") and (ii) the corporation receives at least 60% of its gross income (50% after the initial year of qualification), as adjusted, for the taxable year from certain passive sources (the "income test"). It is possible that the shareholder test will be met after the Offering. It is also possible that the Issuer or one of its non-United States subsidiaries would meet the income test in a given year and would be treated as an FPHC. The Company intends to manage its affairs so as to attempt to avoid or minimize having income imputed to its United States Holders under these rules, to the extent such management of its affairs is consistent with its business goals, although there can be no assurance in this regard.

 

Personal Holding Company

 

A corporation classified as a PHC is subject to a 39.6% tax on its undistributed PHC income. Foreign corporations (such as the Issuer) determine their liability for PHC tax by considering only (i) gross income derived from United States sources and (ii) gross income that is effectively connected with a United States trade or business. A corporation will be classified as a PHC if (i) at any time during the last half of the corporation's taxable year, five or fewer individuals own more than 50% of the corporation's stock (by value) directly or indirectly and (ii) the corporation receives at least 60% of its gross income, as adjusted, from certain passive sources. However, if a corporation is an FPHC or a PFIC, it cannot be a PHC. It is possible that the Issuer could meet the PHC shareholder test in a given taxable year. It is also possible that the Issuer or one of its non-United States subsidiaries would meet the income test in a given year and would be treated as a PHC. The Company intends to manage its affairs so as to attempt to avoid or minimize the imposition of the PHC tax, to the extent such management of its affairs is consistent with its business goals, although there can be no assurance in this regard.

 

Controlled Foreign Corporations

 

If 10% Shareholders (as defined above) own, in the aggregate, more than 50% (measured by voting power or value) of the shares of the Issuer or any of its non-United States corporate subsidiaries (directly, indirectly, or by attribution), the Issuer or any such non-United States subsidiary would be a CFC. If characterized as CFCs, then a portion of the undistributed income of the Issuer and its non-United States subsidiaries may be includible in the taxable income of 10% Shareholders of those entities, and a portion of the gain recognized by such 10% Shareholders on the disposition of their shares in the Issuer (which could otherwise qualify for capital gains treatment) may be converted into ordinary dividend income. It is possible that the Issuer and its non-United States corporate subsidiaries may be CFCs or may become CFCs in the future. However, as discussed above, CFC status generally only has potentially adverse consequences to 10% Shareholders.

 

In order to attempt to prevent any United States person from being a 10% Shareholder of the Issuer, the Bye-Laws of the Issuer generally provide, among other things, that no holder of Common Stock (or any group of holders through whom ownership may be attributed to another holder by the constructive ownership or attribution rules of Section 958 of the Code) will be allowed to cast votes with respect to more than 9.5% of the

 

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Common Stock, and certain restrictions have been placed on the transferability of shares. There can be no assurance that these limitations will prevent the characterization of the Issuer (or any of its non-United States subsidiaries) as a CFC or of any United States Holder as a 10% Shareholder. However, a United States Holder that owns directly less than 10% of the Common Stock generally will not be treated as a 10% Shareholder unless it is attributed Common Stock owned by other shareholders.

 

Taxation of Non-United States Holders

 

For United States federal income tax purposes, a non-United States Holder generally will not be subject to tax or withholding on distributions made with respect to, and gains realized from the disposition of, Common Stock unless such distributions and gains are attributable to an office or fixed place of business maintained by such non-United States Holder in the United States.

 

Information Reporting and Backup Withholding United States Holders

 

In general, information reporting requirements will apply to dividends in respect of the Common Stock or the proceeds received on the sale, exchange, or redemption of the Common Stock paid within the United States (and in certain cases, outside of the United States) to United States Holders other than certain exempt recipients (such as corporations), and a 31% backup withholding may apply to such amounts if the United States Holder fails to provide an accurate taxpayer identification number or to report dividends required to be shown on its United States federal income tax returns. The amount of any backup withholding from a payment to a United States Holder will be allowable as a refund or credit against the United States Holder's United States federal income tax liability, provided that the required information or appropriate claim for refund is furnished to the IRS.

 

Non-United States Holders

 

Under current law, United States information reporting requirements and backup withholding generally will not apply to dividends paid to a non-United States Holder at an address outside the United States (unless the payor has knowledge that the payee is a United States person). However, under recently finalized United States Treasury regulations effective for payments made after December 31, 1999, a non-United States Holder will generally be subject to backup withholding unless applicable certification requirements are met.

 

As a general matter, information reporting and backup withholding will not apply to a payment of the proceeds of a sale of Common Stock effected outside the United States by a foreign office of a non-United States Holder. However, payment of the proceeds of a sale of Common Stock within the United States or conducted through certain United States related financial intermediaries is subject to both backup withholding and information reporting unless the beneficial owner certifies under penalties of perjury that it is a non-United States Holder (and the payor does not have actual knowledge that the beneficial owner is a United States person) or the holder otherwise establishes an exemption.

 

The amount of any backup withholding from a payment to a non-United States Holder will be allowable as a refund or credit against such non-United States Holder's United States federal income tax liability, provided that the required information or appropriate claim for refund is furnished to the IRS.

 

 

 

2. SIGNIFICANT ACCOUNTING POLICIES

 

These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The significant accounting policies are summarized as follows:

 

a) Principles of Consolidation

 

These consolidated financial statements include the accounts of Global Crossing Ltd., LDC and its wholly-owned subsidiaries. All significant intercompany transactions have been eliminated.

 

b) Development Stage Company

 

The Company is in its development stage, having completed various studies and vendor selection for AC-1. Currently, landing stations are under construction, submersible plant and cable is being manufactured and cable-laying operations are underway. The Company will begin recognizing revenues from signed CPAs upon the ready for service date of May 31, 1998 for the United States to the United Kingdom segment and all aspects of the System will be ready for commercial service by February 22, 1999. In addition, the Company is in the initial stages of developing three other undersea fiber optic cable systems.

 

Successful future operations are subject to several risks, including the ability of the Company to ensure the successful, timely and cost-effective completion of AC-1 and other cable systems as well as to successfully market and generate significant revenue from the sale of capacity of the System. ACL may encounter problems, delays and expenses, many of which may be beyond its control. There can be no assurance that the cable systems will be completed within the time frame and costs set out in the Contract and that capacity sales will meet expectations, or that substantial delays would not adversely affect ACL's achievement of profitable operations.

 

c) Cash and Cash Equivalents

 

The Company considers short-term highly liquid investments with an original maturity of three months or less at the date of purchase to be cash equivalents. Cash and cash equivalents include cash in banks and short-term money market deposits with a maturity of one month.

 

d) Sales, Cost of Sales Recognition and Unearned Revenue

 

As of March 31, 1998, the Company had entered into signed CPAs totaling approximately $280 million (approximately $141 million as of December 31, 1997).

 

 

Shareholders & Shareholder Records

Shareholder records shall be maintained electronically by the Company and integrated with the IT-AT™ trading system.

The following major shareholders are on record as of March 15, 2001

Christ’s Gold, Corp – 415,000,000 shares

Live, Inc. – 103,500,000 shares

The Founder donated the “Founders Take” to Christ’s Gold, Corp.  A company that will give away what would ordinarily have been the founders.  Christ’s Gould’s Mission: “To make the world a better place, showing respect for all creation, while operating with complete integrity, in God’s love.”

 

Banking

The Company has commissioned InfoTelesys, Inc. Nevada to handle and process banking until the Company can establish its own bank.

 

 

Articles

 

BYLAWS

of

IT, Inc. Nevis

 

DEFINITIONS AS USED IN THESE ARTICLES OF ASSOCIATION

Nevis Business Corporation Ordinance

Reference in these Regulations to the Ordinance shall mean the Nevis Business Corporation Ordinance of 1984.  The following Regulations shall constitute the Regulations of the Company. In these Regulations the singular shall include the plural and vice-versa, the masculine shall include the feminine and neuter and references to persons shall include corporations and all legal entities capable of having a legal existence.

IT

Any reference herein to “IT”, “Corporation” or “Company” shall refer to “IT, Inc. of Nevis

Present Virtually

Present virtually shall refer to any individual who is attending a meeting while connected to such meeting through electronic means.

Synchronous & Asynchronous Meetings

Synchronous meetings are meetings when all parties are present either physically at one place or present virtually at the same time, and where the meeting is typically conducted over a relatively short period, hours or day.

Asynchronous meetings are conducted out of lock step, where participants are distributed over many locations and are able to communicate asynchronously over the course of the meeting at different times, which may be conducted over a period of hours, days, weeks, or longer.  Asynchronous meeting resolutions require the requisite majority of directors and/or shareholders, as the case may be, to consent to such resolutions in writing by affixing their physical or digital signatures approving such resolution.

Board Committee

Board Committee shall refer to committees defined in Article II. Section 6, Committees Of Directors., and members of Board Committees shall refer to any member of such committee/s.

SHAREHOLDERS

Place of Meetings.

Meetings of the shareholders for any purpose may be held Synchronously or Asynchronously in such named place or places whether physical or virtual, as shall be stated in the notice of the meeting, or in a duly executed waiver of notice thereof.

Notice of Shareholder Meetings.

Notice of Synchronous Shareholder Meetings shall be given by the Corporation no less than three (3) days (unless a greater period of notice is required by law in a particular case) nor more than twelve (12) months prior to the date of a meeting, to each shareholder of record entitled to vote thereat.

Notice of Asynchronous Shareholder Meetings shall be given by the Corporation by means of an email sent to each shareholder of record entitled to vote thereat.  Such Asynchronous meetings commence immediately on transmission of the notice, any voting required on Asynchronous Shareholder Meetings shall not be tallied (closed) within three (3) days of the transmission of such notice.  The date and time of closing of a meeting shall be indicated in the notice of the meeting or in subsequent communications to shareholders (unless law, in a particular case, requires a greater period of notice).

All notices shall be via email sent to the shareholder's email address as it appears on the current record of shareholders of the Corporation.  The notice shall state the form, date, time, purpose(s) and place or places of the meeting and shall include the words “IT Shareholder Meeting” in the title of the message.

Special Meetings.

Special meetings of the shareholders of the Company, for any purpose or purposes, may be called at any time by the Board of Directors or an authorized committee of the Board of Directors.

Organization of Meeting. 

For Physical meetings, the Chairman of IT shall call any meeting of shareholders to order and shall be the Chairman thereof.

For Virtual meetings, the Chairman of IT shall post, or instruct the posting of, the matters of the meeting to the designated virtual site as specified in the notice of the meeting and shall be the Chairman of the meeting. 

The Secretary of the Corporation, if present at any meeting of its shareholders, physical or virtual, shall act as the Secretary of such meeting.  If the Secretary is absent from any such meeting, the Chairman of such meeting may appoint a Secretary for the meeting.

Order of Business. 

The Chairman of a meeting shall have discretion to establish the order of business and structure for such meeting.

Adjournment. 

A majority of the shares represented at the meeting, even if less than a quorum, may adjourn the meeting from time to time. At such reconvened meetings at which a quorum is present any business may be transacted at the meeting as originally notified.  If a meeting is adjourned to a different date, time, or place, notice need not be given of the new date, time, place, if a new date, time, or place is announced at the meeting before adjournment; however, if a new record date for the adjourned meeting is or must be fixed, notice of the adjourned meeting must be given to persons who are shareholders as of the new record date.

Quorum.

The majority of votes according to the voting rights allocated to issued shares, shareholders and entitled to vote thereat, present in person or represented by proxy, shall be requisite for and shall constitute a quorum at all meetings of the shareholders for the transaction of business, unless the question is one upon which by express provision of these Articles of Association a different vote is required.

If however, such quorum shall not be perfect or represented at any meeting of the shareholders, the shareholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business as may be transacted which might have been transacted at the meeting as originally noticed.

The Chairman of the Board shall be present at all meetings of the Shareholders, if the Chairman of the Board is unable to attend any meeting, he shall appoint in writing for each meeting a Stand-in-Chairman for such specific purposes.

Voting.

At any meeting of the shareholders every shareholder having the right to vote shall be entitled to vote in person, or by proxy appointed by an instrument in writing subscribed by such shareholder (which may include digitally signed electronic mail or direct voting on a secure web site). The Chairman may at his discretion, choose to enable electronic voting for certain matters, the method and criteria for electronic voting shall be specified by the Chairman for each matter.

All elections shall be determined by a plurality vote, and except as otherwise provided by law, all other matters shall be determined by vote of a majority of the shares present or represented at such meeting and voting on such questions.

Proxies.

Shareholders of record may vote at any meeting either in person or by proxy or if provided electronically.  A shareholder may appoint a proxy to vote for the shareholder by submission of (i) an appointment form signed by the shareholder or the shareholder's attorney-in-fact, or (ii) an electronic transmission which contains or is accompanied by information from which it can be reasonably verified that the transmission was authorized by the shareholder or by the shareholder's attorney-in-fact.  As used in this Section, "electronic transmission" means any process of communication not directly involving the physical transfer of paper that is suitable for the retention, retrieval, and reproduction of information by the recipient. An appointment of proxy is effective when an appointment form or an electronic transmission (or documentary evidence thereof, including verification information) is received by the person authorized to tabulate votes for the Corporation. The proxy has the same power to vote as that possessed by the shareholder, unless the appointment form or electronic transmission contains an express limitation on the power to vote or direction as to how to vote the shares on a particular matter, in which event the Corporation must tabulate the votes in a manner consistent with that limitation or direction. An appointment of proxy is valid for eleven (11) months unless a longer period is expressly provided in the appointment form or electronic transmission. 

Consents.

Whenever by any provision of statute or of the Memorandum of Association or of these Articles of Association, the vote of shareholders at a meeting thereof is required or permitted to be taken in connection with any corporate action, the meeting and vote of shareholders may be dispensed with, if all the shareholders who would have been entitled to vote upon the action if such meeting were held shall consent in writing to such corporate action being taken.

Record Date and Transfer Books. 

For the purpose of determining shareholders who are entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors may fix in advance a record date for any such determination of shareholders, such date in any case to be not more than seventy (70) days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken.           

If no record date is fixed for such purposes, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders.           

When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof, unless the Board of Directors fixes a new record date, which it must do if the meeting is adjourned more than one hundred twenty (120) days after the date is fixed for the original meeting.

DIRECTORS

Number; Voting; Tenure.

A Board of not less than one shall manage the business affairs and property of the Company.  The number of directors may at any time be increased or decreased by resolution of the Board of Directors.  By vote of the Board, directors may be assigned different voting rights on the Board or any Committee of the Board.  Directors need not be shareholders of the Corporation or residents of any specific state or country.

Election; Term of Office.

The directors shall be elected by the shareholders at each shareholders' meeting specifically called for such purpose by the Chairman and directors shall hold office until the next meeting of the shareholders called for such purpose by the Chairman or until their respective successors are elected and qualified, except as provided in Article II. Section 3 Vacancies of this Article, and excepting that the Founder and Chairman of the Board is elected once and serves a life term or until such a time as he elects a successor.  The first successor to the Chairman of the Board shall serve a term of four years after which election of the Chairman of the Board shall be carried out every three years.  Each director shall be elected to serve until his successor has been elected and has qualified or until such director resigns or is removed.

Vacancies.

Vacancies and newly created directorships resulting from any increase in the number of directors shall be filled by persons receiving the majority vote of the directors then in office, although less than a quorum, or by a sole remaining director, unless for any reason there are no directors in office in which case they shall be filled by a special election by shareholders.

Resignation and Removal.

Any director of the Corporation may resign at any time by giving written notice to the Board of Directors, the Chairman, the President, and the Secretary of the Corporation.  Any such resignation is effective when the notice is delivered, unless the notice specifies a later effective date.

The directors shall remain in office until removed from office, with or without cause at any time by the removal vote of more that sixty percent of the Board of Directors votes, or the removal vote of three quarters of the shareholders votes or by the Chairman, whether or not a successor is appointed.

Compensation.

The Board shall have the sole authority to fix the amount of compensation of directors.

Committees Of Directors.

The Board may delegate any of its powers, authorities and discretions to committees, consisting of such person or persons (whether a member or members of its body or not) as it thinks fit.  Any committee so formed shall, in the exercise of the powers, authorities and discretions so delegated, and in conducting its proceedings conform to any regulations which may be imposed upon it by the Board.  If no regulations are imposed by the Board the proceedings of a committee shall be, as far as is practicable, governed by the Articles of Association regulating the proceedings of the Board.

No such committee shall have the authority to:

(1) Authorize or approve a distribution except according to a general formula or method prescribed by the Board of Directors;

(2) Approve or propose to shareholders action which requires approval by shareholders;

(3) Fill vacancies on the Board of Directors or on any of its committees;

(4) Amend the Memorandum of Association;

(5) Adopt, amend, or repeal the Articles of Association;

(6) Approve a plan of merger not requiring shareholder approval; or

(7) Authorize or approve the issuance or sale or contract for sale of shares, or determine the designation and relative rights, preferences, and limitations on shares, except that the Board of Directors may authorize a committee, or a senior executive officer of the Corporation, to do so within limits specifically prescribed by the Board of Directors.

MEETINGS OF THE BOARD

Place.

Meetings of the Board of Directors for any purpose may be held Synchronously or Asynchronously in such named place or places, whether physical or virtual, as shall be stated in the notice of the meeting, or in a duly executed waiver of notice thereof.

Regular Meetings.

Regular meetings of the Board of Directors may be held without notice at such time and at such place as shall from time to time be determined by the Board.  Regular meetings may be held synchronously, asynchronously, physically and virtually.

Special Meetings.

Special meetings of the Board of Directors may be held at any time or place upon the call of the Chairman by oral or written notice, given to each director not less than three (3) days before such meeting.  Special meetings may be held synchronously, asynchronously, physically and virtually.

Notice.

Notice of special meetings of the Board of Directors, stating the form, date, time, and place thereof, shall be given at least three (3) days prior to the date of the meeting.  The purpose of the meeting need not be given in the notice.  Such notice may be oral or written.

Waiver of Notice.

A director may waive notice of a special meeting of the Board either before or after the meeting, and such waiver shall be deemed to be the equivalent of giving notice. The waiver must be in writing, signed physically or digitally by the director entitled to the notice and delivered to the Corporation for inclusion in its corporate records.  Attendance or participation of a director at a meeting shall constitute waiver of notice of that meeting unless said director attends or participates for the express purpose of objecting to the transaction of business because the meeting has not been lawfully called or convened.

Quorum.

At all meetings of the Board a majority of the entire Board of Directors individually allocated votes shall constitute a quorum for the transaction of business, and the act of a majority of votes of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by the Memorandum of Association or by these Articles of Association.

If a quorum shall not be present at any meeting of the Board of Directors either in person or virtually, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

The Chairman of the Board shall be present at all meetings of the Board, if the Chairman of the Board is unable to attend any meeting, he shall appoint in writing for each meeting a Stand-in-Chairman for such specific purposes.

Adjournment.

A majority of the directors present, even if less than a quorum, may adjourn a meeting and continue it to a later time.  Notice of the adjourned meeting or of the business to be transacted thereat, other than by announcement, shall not be necessary.  At any adjourned meeting at which a quorum is present, any business may be transacted which could have been transacted at the meeting as originally called.

Veto.

The Chairman of the Board or the Chairman of any Committee elected by the Board of Directors under Article II. Section 6, Committees Of Directors, shall have irrevocable veto powers on any matter voted on by the Board of Directors or any such Committee appointed by the Board.  The invocation of such a veto shall, in the case of a Committee elected by the Board, bring that matter to the direct attention and vote of the Board of Directors, and in the case of matters of the Board of Directors, that matter shall be brought to the direct attention and vote of the shareholders in accordance with the voting rights of Article I. Section 8, Voting.

Action.

Any action required or permitted to be taken by the Board or any Committee thereof may be taken without a meeting, if all of the members of the Board or Committee consent in writing to the adoption of a resolution authorizing such action. The resolution and written consents thereto by the members of the Board or committee shall be filed with the minutes of the proceeds of the Board or committee. Any one or more members of the Board of Directors or any committee there may participate in a meeting of such board or committee by means of a conference telephone or similar means of communications equipment that allows all persons participating to identify each other. Participation by such method shall constitute presence in person at the meeting.

Compensation.

Each director shall be entitled to receive as compensation for his services such sum as shall from time to time be fixed by resolution of the Board, and each director shall be entitled to reimbursement for all reasonable expenses incurred by him in attending any such meeting. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation for other services.

Dividends.

Subject always to provisions of law and the Memorandum of Association, the Board of Directors shall have full power to determine whether any, and, if so, what part, of the funds legally available for the payment of dividends shall be so declared and paid to the shareholders of the Corporation. The Board of Directors may fix a sum which may be set aside over and above the paid-in capital of the Corporation for working capital or as a reserve for any proper purpose, and from time to time may increase, diminish, and vary this fund in the Board’s absolute judgment and discretion.

ACTIONS, NOTICES AND COMMUNICATIONS APPLYING TO MEETINGS OF SHAREHOLDERS, THE BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD

Action by Written Consent. 

Any action required or permitted to be taken at a meeting of the Board of Directors or a Committee of the Board or Shareholders may be accomplished without a meeting if the action is taken by three quarters of all the members of the Board or three quarters of all the members of the Committee, or three quarters of all Shareholders as the case may be.  The action must be evidenced by one or more written consents describing the action to be taken, signed by three quarters of all directors or three quarters of all members of the Committee, or three quarters of all the shareholders as the case may be, and delivered to the Corporation for inclusion in the minutes.  Consents may be signed either before or after the action taken.  Action taken by unanimous written consent is effective when the last director or shareholder signs the consent, unless the consent specifies a later effective date.

Use of Communications Equipment.

Meetings of the Shareholders, the Board of Directors and Committees of the Board may be effectuated by means of a conference telephone or similar electronic communications equipment by means of which all persons participating in the meeting can either hear each other or positively identify each other during the meeting. Participation by such means shall constitute presence in person at such meeting.

Synchronous & Asynchronous Meetings.

Meetings of the Shareholders, the Board of Directors and Committees of the Board may be conducted both Synchronously and Asynchronously, in one physical location or in virtual distributed locations.

Oral and Written Notice.

Oral notice may be communicated in person or by telephone or electronically by means that do not transmit a facsimile of the notice.  Oral notice is effective when communicated if communicated in a comprehensible manner.

Written notice may be transmitted by email, mail, private carrier, or personal delivery; telegraph or teletype; or telephone, wire, or wireless equipment that transmits a facsimile of the notice or a recipient accessible URL of the Notice as posted on the official company web site as long as such notices provide the transmitter with an electronically generated transmission receipt.  Written notice is effective at the earliest of the following: (a) when received; (b) ten (10) days after its deposit in the US. mail if mailed with first-class postage; (c) on the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee.

Waiver.

Whenever a notice is required to be given by any statute, the Memorandum of Association or these Articles of Association, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated thereon, shall be deemed equivalent thereto.

OFFICERS

Officers.

The Officers of the Corporation may consist of a Chairman, a President, one or more Vice Presidents (who may be designated as Vice Presidents, Senior Vice Presidents or Executive Vice Presidents), a Secretary and a Treasurer as appointed by the Board of Directors or the Chairman of The Board.  The Corporation may have such additional or assistant officers (sometimes referred to as "additional Officers") as the Board of Directors or Chairman may deem necessary for its business and may appoint from time to time.  The Board of Directors and Chairman shall also have the authority, but shall not be required, to designate officers as the Chief Executive Officer, the Chief Operating Officer the Chief Financial Officer or similar such titles.  The Chairman shall preside at all meetings of the Board of Directors.  Any two or more offices may be held by the same person.

Term of Office; Resignation or Removal.

The Officers shall remain in office until removed from office, with or without cause at any time by the Board of Directors or by the Chairman, whether or not a successor is appointed.

Any officer of the Corporation may resign at any time by giving written notice to the Board of Directors.  Any such resignation is effective when the notice is delivered, unless the notice specifies a later date, and shall be without prejudice to the contract rights, if any, of such officer.

The Board of Directors, by majority vote of the entire Board, or the Chairman of the Board, may remove any officer or agent, with or without cause.  An Officer or assistant Officer, if appointed by another Officer, may also be removed by any Officer authorized to appoint Officers or assistant Officers.

Any Officer who is a body corporate may appoint any person its duly authorized representative for the purpose of representing it and of transacting any of the business of the Officers.

Compensation and Contract Rights.

The Board of Directors shall have authority (a) to fix the compensation, whether in the form of salary, bonus, stock options or otherwise, of all Officers and Employees of the Corporation, either specifically or by formula applicable to particular classes of Officers or Employees, and (b) to authorize Officers of the Corporation to fix the compensation of subordinate employees. The Board of Directors shall have authority to appoint a Compensation Committee and may delegate to such committee any or all of its authority relating to compensation. The appointment of an Officer shall not of itself create contract rights.

Vacancies.

If any office becomes vacant by any reason, the directors may appoint a successor or successors who shall hold office for the un-expired term or leave such office vacant.

The Chairman of the Board.

The Chairman of the Board of Directors shall preside at all meetings of the Shareholders and Directors and shall have such other powers and duties as may from time to time be assigned by the Board or as specified in the Articles of Association.

The President.

The President shall have general and active management and control of the business and affairs of the corporation subject to the control of the Board of Directors, and shall see that all orders and resolutions of the board are carried into effect. The President shall execute in the name of the corporation all deeds, bonds, mortgages, contracts, and other instruments requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other Officer or agent of the corporation.

The Chief Executive Officer.

The Chief Executive officer may or may not be the President of the Corporation.  The Chief Executive Officer shall have general charge and supervision of the business of the Corporation, shall see that all orders, actions and resolutions of the Board of Directors are carried out, and shall have such other authority and shall perform such other duties as set forth in these Articles of Association or, to the extent consistent with the Articles of Association, such other authorities and duties as prescribed by the Board of Directors.

The Vice President (s).

The Vice President, if any, or, if there be more than one, the Vice Presidents, in the order of their seniority or in any other order determined by the Board shall, in the absence or disability of the President, perform the duties and exercise the powers of the President, and shall generally assist the President and perform such other duties as the Board of Directors shall prescribe.

The Secretary.

The Secretary shall attend all meetings of the board and all meetings of the shareholders and record all votes and the minutes of all proceedings to be kept for that purpose and shall perform like duties for the standing committees when required. The secretary shall give, or cause to be given, notice of all meetings of the shareholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors, Chairman of the Board, Chief Executive Officer or President, under whose supervision he shall act. He shall keep in safe custody the seal of the corporation and, when authorized by the board, affix the same to any instrument requiring it and, when so affixed, it shall be attested by his signature or by the signature of the Treasurer or an Assistant Secretary or Treasurer.  The secretary shall manage in safe custody the certificate records and stock records and such other databases, books and papers as the board may direct and shall perform all other duties incident to the office of Secretary.

The Assistant Secretaries.

The Assistant Secretaries, if any, in order of their seniority, shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties as the Board of Directors shall prescribe.

The Treasurer.

The Treasurer shall have the care and custody of the corporate funds, and other valuable effects, including securities, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the corporation as may be ordered by the board, taking proper vouchers for such disbursements, and shall render to the Chairman of the Board, the President, and the Chief Executive Officer at the regular meetings of the board, or whenever they may require it, an account of all his transactions as Treasurer and of the financial condition of the corporation.

The Assistant Treasurer.

The Assistant Treasurers, if any, in the order of their seniority, shall, in the absence or disability of the Treasurer, perform the duties and exercise the power of the Treasurer and shall perform such other duties as the Board of Directors shall prescribe.

The Controller.

The Controller, if any, shall maintain adequate records of all assets, liabilities and transactions of the corporation and shall have adequate audits thereof currently and regularly made. In conjunction with other officers, he shall initiate and enforce measures and procedures whereby the business of the corporation shall be conducted with the maximum safety, efficiency and economy.

Voting of Securities.

Unless otherwise ordered by the Board of Directors, the Chairman of the Board shall have full power and authority on behalf of the corporation to vote in person or by proxy at any meetings of the stockholders of any corporation in which the Corporation may hold stock, and at any such meetings shall possess and may exercise any and all rights and powers incident to the ownership of such stock. The Chairman or the Board of Directors may, by resolution, from time to time confer like powers upon any other person or persons.

OFFICE OF THE CORPORATION

Location

The virtual office of the corporation will be located at www.IT.com and physical offices shall be located at any location in the universe as determined by the Board of Directors or at which the business of the corporation may require.  The official mailing address of IT shall be office@IT.com, the street addresses of the corporation shall be listed on the www.IT.com site.

Seat of The Company

The seat of the company and jurisdiction under which the company shall be incorporated is the Nevis.  Should such jurisdiction affect the efficient operation of the Company in such a way as to diminish shareholder value or threaten shareholder value or threaten company employees, the seat of the company may be moved to such jurisdiction as selected by the Board of Directors and voted on by a majority of the shareholders.  Should any new legislation of the Nevis be introduced or modified in any way that significantly threatens shareholder value or the employees of the Corporation, the seat of Corporation is automatically transferred to such location as determined by the Board of Directors prior to the enactment of such legislation.

SHARES, CERTIFICATES AND SHARE ACCOUNTS

Issuance and Form.

No shares of the Corporation shall be issued unless authorized by the Board.  At the sole discretion of The Board of Directors, shares may be issued as registered shares or bearer shares.

Only one form, class and series of share shall exist. 

Individual shares may be split and represented in decimals; shares need not be represented as whole shares.  The Board of Directors at their sole discretion may authorize and specify different voting rights of shareholders based on individuals or on classes of shareholders.  The Board of Directors at their sole discretion may issue shares at any value at or above par value.

At the sole discretion of The Board of Directors, all issued and unissued shares may be divided into a larger number of shares or combined into a smaller number of shares, the aggregate par value of the new shares shall be equal to the aggregate par value of the original shares.

Board of Directors may authorize, at their sole discretion, the issue of some or all of the shares with or without certificates.  Where share certificates are required, certificates shall be issued in digital or printed form in accordance with the Board of Directors.  Share certificates shall include:

1. The name of the corporation; and
2. The seal of IT; and
3. A unique share certificate number; and
4. The number of shares to no more than two decimal places; and
5. The issue date and time; and
6. The facsimile or digital signature of two officers or one director and one officer of the Corporation.

The Board of Directors shall have power and authority to make all such rules and regulations as the Board may deem proper or expedient concerning the issue, transfer and registration of shares of stock.

Register of Shares and Share Accounts.

The Board of Directors shall establish and maintain the Share Register at one or more Company site/s.

All Company shares shall be registered under the owners name and address, which may be an electronic address, in the owners Share Account in the IT Treasury, which shall provide shareholders with secure online access to their IT Share Account and access to the IT On-Line Trading system.

IT will print electronic statements of accounts in real time or at regular intervals to shareholders online Share Account at designated Company site/s, by holding shares, shareholders acknowledge and accept such printing of electronic statements as complete and full delivery of such statements to shareholder.  With secure Internet access meeting Company specifications, shareholders may at any time check the status of their Share Accounts or transact business with their Share Accounts.  Company is not accountable for nor warrants network access, and in any such case where network access is unavailable for any reason.  For a processing fee, a shareholder may request a paper statement of their Share Account, which shall be mailed to the shareholders registered physical address.  For no charge, shareholders may request a monthly electronic statement of their Share Account to be emailed to their registered email address or a net-change electronic statement of their Share Account to be emailed to their registered email address on any activity in their Share Account.

Issuance, Sale, Transfer and Verification.

Company shares are bought and sold through the IT Automated Trading system (IT-AT system).  The Company and shareholders may choose to list and sell their shares on any other exchange or any form of trading or barter system as long as the final transaction is completed on and complies with the standards of the IT-AT system and in accordance with transfer verification options selected by the shareholder.

Shareholders may specify from the standard available options on the IT-AT system, what transfer options and verification schemes are required for transferring their shares.  The transfer options available on the IT-AT system are provided at the discretion of the Board of Directors and may be changed at any time by the Board of Directors.

Any transactions meeting the specified verification for transfer shall be binding, including transfer authorizations requiring communication of a code or password through the system regardless of whom communicates the code or password.

At a cost of processing and delivery, shareholders may request a monthly or annual printed statement of their Share Account.

If any, shares of stock represented by digital or paper certificates may be transferred by delivery of the digital certificate or paper certificate accompanied by either an assignment in writing or by a written power of attorney to assign and transfer the same on the books of the Corporation, signed by the record holder of the certificate.  The shares shall be transferable on the books of the Corporation upon surrender thereof so assigned or endorsed.

Correction of Erroneously or Illegally Transferred Shares

On the presentation of sound evidence proving that shares have been erroneously or illegally transferred from a shareholders account, at the complete discretion of the Board of Directors, Company will transfer such shares back to their rightful owner, shareholders past or present agree not to hold Company liable for such action or any implied or actual effect of such action.

By holding shares in the Company, any shareholder who has had shares illegally transferred to their name or is in possession of shares that rightfully belong to another person or entity authorizes Company to correct such illegal or erroneous transfer by transferring such shares to their rightful owner, shareholders past or present agree not to hold Company liable for such action or any implied or actual effect of such action.

Registered Shareholders.

The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof.

Share Voting Rights.

Shareholders of record shall be entitled to one vote for each share of stock standing in their name on the books of the corporation.

Any shareholders may, by their personal election, elect to have no vote for any number of shares of stock standing in their name on the books of the corporation.

Record Date.

For the purpose of determining the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purpose of determining share-holders entitled to receive payment of any dividend or the allotment of any rights, or for the purpose of any other action affecting the interests of shareholders, the Board of Directors may fix a record date. Such date shall not be more than sixty days before or after the date of any such meeting. In each such case, except as otherwise provided by law, only such persons as shall be shareholders of record on the date so fixed shall be entitled to notice of, and to vote at, such meeting and any adjournment thereof, or to express such consent or dissent, or to receive payment of such dividend, or such allotment of rights, or otherwise to be recognized as shareholders for the related purpose, notwithstanding any registration of transfer of shares on the books of the corporation after any such record date so fixed.

Unissued Shares.

Subject to the provisions of these Articles of Association, the unissued shares of the Company (whether forming part of the original capital or any increased capital) shall be at the disposal of the Board, which may offer, allot, grant options over or otherwise dispose of them to such persons, at such times and for such consideration and upon such terms and conditions as the Board may determine.

The Board may in connection with the issue of any shares exercise all powers of paying commission and brokerage conferred or permitted by law.

Increase Of Capital.

The Company may from time to time increase or decrease its share capital by such sum to be divided into shares of such par value as the Company by Resolution shall prescribe.

By resolution of the Board of Directors, the Company may from time to time multiply or divide all shareholders shares as a whole by any number so as to increase or decrease the total number of shares of the Company.

To ensure continued availability of share capital for Company acquisitions and employee options, the Board of Directors may initiate Share Capital Evergreening whereby a percentage of no more than five percent of the total Company share capital may be issued per annum as new share capital to be used for the purpose of corporate acquisitions and or employee options, the actual par value and percentage of new shares to be issued will be determined by the Board of Directors and shall not exceed five percent per annum of the total issued share capital at the beginning of each financial year.

All new shares shall be subject to all the provisions of these Articles of Association including but not limited to reference to lien, the payment of calls, forfeiture, transfer, transmission and otherwise.

Prohibited Criminal Activity in Share Accounts

By possessing shares, Shareholders expressly agree to not use Company Shares or Share Accounts for any criminal activity, and agree that in the event of their Shares or Share Accounts being used for any criminal activity that the Board of Directors, at their sole discretion, determines that the particular use of Share Accounts is of significant criminal in nature, and such criminal use appears to have been conducted with the shareholders knowledge and without the shareholders concerted effort to prevent such criminal use, that such shares and Share Accounts shall be frozen according to Article VII. Section 11, Freezing of Share Accounts and Forfeiture.

Freezing of Share Accounts and Forfeiture

Company, at its sole discretion, by resolution of the Board of Directors, may without notice freeze any Share Account preventing any transactions on such account, where Company has reasonable evidence or reasons to believe such a freeze is necessary in order to maintain the integrity of transactions conducted with the companies shares.  Company shall, for example, but not limited to, freeze any Share Account where Company is aware of any significant criminal activity being conducted with or through such Share Account.

On freezing a Share Account, the Company is to send electronic notices each month after the freeze for a total of ten (10) years to the shareholders designated address, indicating detailed reasons for the freeze.

To unfreeze a Share Account, a shareholder, or the shareholders representative, whose Share Account is frozen must within ten (10) years of first notice respond in writing to Company at the designated address for such purpose listed on the www.infotelesy.com site or to shares@IT.com with any reasons and or proof as to why the freeze should be removed.

On the presentation of solid evidence indicating that such a freeze is inappropriately instituted or the shareholder has corrected a fault, Company shall within forty-eight hours of receiving such verifiable evidence remove the freeze.  Company shall not unreasonably withhold freeze removal.  If Company is unable to verify shareholders claims or evidence, Company shall notify shareholder as to the reasons the evidence is not acceptable and the Company shall Extend the Freeze for an additional ten (10) years according to the above terms or until shareholder provides solid evidence indicating that such a freeze is inappropriately instituted or a fault has been corrected by the shareholder.

If a shareholder has not contested a Share Account Freeze within ten (10) years of an initial Freeze Notice and within ten (10) years of an Extended Freeze period, if such extension exists, then the Company may declare the affected shares as null and void.  By holding shares, shareholders automatically acknowledge and authorize the Company to conduct such reasonable Freezes and Extensions of a Freeze on Share Accounts at the Companies complete discretion without holding Company liable for such action or any implied or actual effect of such action.

No Class Action

By possessing shares, or having possessed shares, shareholders agree not to participate as a representative or a member in any class action brought against Company.

Purchase of Company Shares

The Corporation may purchase, redeem, receive, take or otherwise acquire, own and hold, sell, lend, exchange, transfer or otherwise dispose of, pledge, use and otherwise deal with and in its own shares. Shares of the Corporation's stock acquired by it pursuant to this Article shall be considered "Treasury Stock" and so held by the Corporation. The shares so acquired by the Corporation shall not be considered as authorized and unissued but rather as authorized, issued, and held by the Corporation. The shares, so acquired shall not be regarded as cancelled or as a reduction to the authorized capital of the Corporation unless specifically so designated by the Board of Directors in an amendment to the Memorandum of Association and Articles of Association. The provisions of this Section of this Article does not alter or effect the status of the Corporation's acquisition of its shares as a "distribution" by the Corporation. Any shares so acquired by the Corporation, unless otherwise specifically designated by the Board of Directors, at the time of acquisition, shall be considered on subsequent disposition, as transferred rather than reissued. Nothing in this Article limits or restricts the right of the Corporation to resell or otherwise dispose of any of its shares previously acquired for such consideration and according to such procedures as established by the Board of Directors.  The Chairman of the Corporation shall cast the vote for shares owned by the Corporation, as long as by casting such a vote no Country shall lay claim to any taxation or other significant rights through resident status or citizenship of the Chairman, in such a case the Chairman shall delegate casting of the vote of shares owned by the corporation to an individual/s not affected by such predatory claims by any governments or country.

GENERAL PROVISIONS

Checks

All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

Fiscal Year

The fiscal year of the corporation shall be fixed by resolution of the Board of Directors.

Corporate Seal

The corporate seal is as represented below:

The seal may be used by causing it or a facsimile thereof to be impressed, affixed, reproduced or otherwise.

Winding Up

If the Company shall be wound up, the liquidator may, with the sanction of a Resolution of the Company and any other sanction required by the Business Corporation Ordinance, divide amongst the Shareholders in specie or kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may for such purposes set such values as he deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the Shareholders or different classes of Shareholders.

The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trust for the benefit of the contributories as the liquidator, with the like sanction, shall think fit, but so that no Shareholder shall be compelled to accept any shares or other assets upon which there is any liability.

Reformation / Severability.

If any provision of these Articles of Association is declared invalid by any Arbitrator or Tribunal, then such provision shall be deemed automatically adjusted to the minimum extent necessary to conform to the requirements for validity as declared at such time and, as so adjusted, shall be deemed a provision of these Articles of Association as though originally included herein. In the event that the provision invalidated is of such a nature that it cannot be so adjusted, the provision shall be deemed deleted from these Articles of Association as though such provision had never been included herein. In either case, the remaining provisions of these Articles of Association shall remain in effect.

INDEMNIFICATION

Indemnification of Directors and Officers.

The Corporation shall indemnify each of its Directors, Officers, and Members of Board Committees whether or not then in service as such (and their executor, administrator, and heirs), against all reasonable expenses actually and necessarily incurred by them in connection with the defense of any litigation to which the individual may have been made a party because he or she is or was a director, officer, or Members of Board Committee of the Corporation. The individual shall have no right to reimbursement, however, in relation to matters as to which they have been adjudged liable to the Corporation for negligence or misconduct in the performance of their duties, or was derelict in the performance of their duty as Director, Officer or Member Of Board Committee by reason of willful misconduct, bad faith, gross negligence or reckless disregard of the duties of their office or employment. The right to indemnity for expenses shall also apply to the expenses of suits that are compromised or settled if the court having jurisdiction of the matter shall approve such settlement.

The foregoing right of indemnification shall be in addition to, and not exclusive of, all rights to which such Director, Officer or Members of Board Committee may be entitled by law or otherwise.

Each Shareholder and the Company agrees to waive any claim or right of action they or it may at any time have, whether individually or by or in the right of the Company, against any Indemnitee on account of any action taken by such Indemnitee or the failure of such Indemnitee to take any action in the performance of their duties with or for the Company provided, however, that such waiver shall not apply to any claims or rights of action arising out of the fraud of such Indemnitee or to recover any gain, personal profit or advantage to which such Indemnitee is not legally entitled.

Each Shareholder of the Company, by virtue of its acquisition and continued holding of a share, shall be deemed to have acknowledged and agreed that the advances of funds may be made by the Company as aforesaid, and when made by the Company under these Articles of Association are made to meet expenditures incurred for the purpose of enabling such Indemnitee to properly perform their duties as an officer or employee of the Company.

Indemnification of Employees and Agents of the Corporation:

The Corporation may, by action of its Board of Directors from time to time, provide indemnification and pay Expenses in advance of the final disposition of a Proceeding against Directors, Employees and Agents of the Corporation who are not also Directors, in each case to no greater extent as to a Director with respect to the indemnification and advancement of Expenses pursuant to rights granted under this Article.

AMENDMENTS

Amendments

The Board of Directors is expressly authorized to make, adopt, repeal, alter, amend, and rescind the Articles of Memorandum or the Articles of Association of the Corporation by a resolution adopted by a three quarters vote of the entire Board of Directors.