BONDS.COM GROUP, INC. - 10KSB - 20050331 - NOTES_TO_FINANCIAL_STATEMENT
NOTES TO FINANCIAL STATEMENTS
NOTE 1 -- GENERAL, ORGANIZATION, BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION
IPORUSSIA, INC. was originally incorporated in Delaware as IPO RUSSIA,
INC. on April 1, 2002. Subsequently, we filed a Certificate of
Amendment to our Certificate of Incorporation changing our corporate
name to IPORUSSIA, INC. We have adopted December 31 as our fiscal year
end.
BUSINESS
We provide business advisory services to private companies located in
the Russian Federation that are interested in taking their companies
public in foreign markets. These services include providing information
regarding the requirements and procedures of going public, assisting
clients in assembling a team of professionals and introductions to
broker-dealers to assist them in raising capital. Our clients will
compensate us only upon completion of a financial transaction.
SIGNIFICANT ACCOUNTING POLICIES
USE OF ESTIMATES IN FINANCIAL STATEMENTS -- Management uses estimates
and assumptions in preparing financial statements in accordance with
generally accepted accounting principles. Those estimates and
assumptions affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported
revenues and expenses. Actual results could vary from the estimates
that were used.
REVENUE RECOGNITIONS -- We will recognize revenue based upon the
successful closing of a financing arrangement or other financial
advisory services as enumerated in our financial advisory agreements
with our clients.
CASH -- For purposes of these statements, we consider all highly liquid
investments with original maturities of three months or less and which
are not subject to withdrawal restrictions or penalties, as cash and
equivalents in the accompanying balance sheet.
EQUIPMENT-- Equipment is stated at cost. Depreciation is computed on
the straight - line method over the estimated useful lives of the
respective assets. Repairs and maintenance are expenses as incurred.
DEFERRED OFFERING COSTS -- In December 2004 and January 2005, we
completed a public offering of our common stock, in which we sold
679,000 and 21,000 (subscriptions for 11,000 of which were received
prior to year end) shares, respectively. The charging of costs of
$257,302 incurred prior to the initial closing in December 2004 was
deferred pending completion of the offering, at which time these costs
were charged against the proceeds included in additional paid-in
capital.
17
IPORUSSIA, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 2 -- STOCKHOLDERS' EQUITY (CONTINUED)
PUBLIC OFFERING
On December 14, 2004, the first of two closings took place of our
public offering at which time we sold 679,000 shares for an aggregate
of $679,000. The second closing took place on January 12, 2005 at which
time we sold 21,000 shares for an aggregate of $21,000. For its
services the underwriter (a) received a commission and expense
allowance of 10% and 3%, respectively, of the public offering price of
the shares, and (b) sold for a purchase price of $.0001 per share
subject thereto, warrants to purchase one share of our common stock for
each ten shares sold in the public offering, or an aggregate of 67,900
shares of our common stock. The warrants are exercisable at a price of
$1.32 per share for a period of four years commencing December 14,
2005.
NOTE 3-- COMMITMENTS AND CONTINGENCIES
We have entered into a five-year employment agreement with our
president, which provides for him to receive compensation of $70,000
per annum commencing January 1, 2004, increasing by no less than 15%
over the prior year's compensation each January 1. Accordingly, on
January 1, 2005, his compensation increased to $80,500.
We have also entered into a five-year employment agreement with our
executive vice president and treasurer who is receiving compensation of
$100,000 per annum commencing with the completion of our initial public
offering on December 14, 2004. His compensation will increase by no
less than 15% over the prior year's compensation each December 14,
commencing December 14, 2005.
We are a party to a month-to-month lease for our furnished Moscow
office at a monthly rental of $3,070.
NOTE 4 -- STOCK OPTIONS
We have adopted a stock option plan to reward and provide incentives to
our present and future employees, officers, directors and consultants.
Under the plan, we may grant options to purchase up to 3,000,000 shares
of our common stock. Options may be either "incentive stock options"
intended to qualify for favorable tax treatment under Section 422A of
the Internal Revenue Code of 1986 or "nonqualified stock options."
Options granted to non-employee directors and consultants can only be
non-qualified stock options. The option exercise prices are to be
determined by our board or its committee but must be at least 100%
(110% in certain cases) of the market value of our common stock on the
date of grant. Options can be granted for a term, established by the
board or the committee, not exceeding 10 years (5 years in certain
cases) from the date of grant.
NOTE 5 -- BANK NOTE PAYABLE
We are obligated under a note payable to a bank, which is payable in
monthly installments of interest only at the rate of 5% per annum since
July 27, 2003. This loan matures on December 27, 2005. Repayment of the
loan is supported by collateral pledged by five of our stockholders,
including Leonard W. Suroff, our executive vice president and treasurer
and a director, and Richard Bernstein, a director.
18
NOTE 7 -- SUBSEQUENT EVENTS
On January 12, 2005, a second closing under our public offering took
place, at which 21,000 shares of our common stock was sold for a total
of $21,000. We also sold the underwriter warrants to purchase 2,100
shares of our common stock for $.0001 per share subject thereto.
On January 19, 2005, the Ministry of Justice of the Russian Federation
granted us a permit and certificate to open a representation office in
Moscow. The permit and certificate expire on January 19, 2008.
On February 8, 2005, we formed IPOR Capital, LLC as a wholly owned
subsidiary under the laws of the State of Delaware. IPOR Capital, LLC
is in the process of registering as a broker-dealer in the United
States.
In February 2005, we privately issued 100,000 shares of our common
stock, valued at $50,000, to a company that is helping our subsidiary
register as a broker-dealer.
In February 2005, we privately issued 40,000 shares of our common
stock, valued at $20,000, as partial consideration for services
rendered to us by a company that provided market research on the
Company.
19
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
ITEM 8A. CONTROLS AND PROCEDURES
As of the end of the period covered by this Report, management of the
Company, with the participation of the Company's president and principal
executive officer and the Company's executive vice president and principal
financial officer, evaluated the effectiveness of the Company's "disclosure
controls and procedures," as defined in Rule 13a-15(e) under the Securities
Exchange Act of 1934. Based on that evaluation, these officers concluded that,
as of December 31, 2004, the Company's disclosure controls and procedures were
effective to provide reasonable assurance that information required to be
disclosed in the Company's periodic filings under the Securities Exchange Act of
1934 is accumulated and communicated to the Company's management, including
those officers, to allow timely decisions regarding required disclosure.
During the period covered by this Report, there were no changes in the
Company's internal control over financial reporting that have materially
affected, or are reasonably likely to materially affect, the Company's internal
control over financial reporting.
ITEM 8B. OTHER INFORMATION
None.
20
PART III
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Our executive officers and directors are:
Name Office
Vladimir F. Kuznetsov President, Chief Executive Officer and
Director
Leonard W. Suroff Executive Vice President, Treasurer,
Secretary and Director
Richard Bernstein Director
The following describes the employment background during the past five
years of our executive officers and directors and the members of our advisory
board:
VLADIMIR F. KUZNETSOV - President & Chief Executive Officer and
Director
Vladimir F. Kuznetsov, has been our president, chief executive officer
and a director since our inception in April 2002. Mr. Kuznetsov did not devote a
significant amount of time to our affairs until he became a full-time employee
on January 1, 2004. See "Executive Compensation - Employment Agreements" for
information concerning Mr. Kuznetsov's employment agreement with us. From
February 1999 until December 31, 2003, Mr. Kuznetsov was managing director of
the Moscow Office of Rascom Telecommunication Company, a company that provides
telecommunications services. From November 1997 to February 1999, Mr. Kuznetsov
was employed as Director for Marketing and Sales and Director for Business
Development of Macomnet, a Russian-American joint venture that is a fiber-optic
telecommunications carrier. Mr. Kuznetsov was engaged in restructuring
Macomnet's marketing and sales force. From January 1997 to November 1997, Mr.
Kuznetsov was employed as Technical Director of Telecommunications Systems for
Altro GmbH. (Austria), a telecommunications and security systems distributor.
From May 1996 to January 1997, Mr. Kuznetsov was a marketing and sales
representative in Russia for Securacom, Inc., a United States based security
systems distribution company. From September 1973 to 1994. Mr. Kuznetsov was an
officer of the Armed Forces of the former USSR and the Russian Federation,
rising to the rank of colonel attached to the General Staff of the Armed Forces.
Mr. Kuznetsov graduated from LVOV Polytechnic Institute as an Electronics
Systems Engineer and from Military Telecommunications Academy receiving a degree
in Management of Telecommunications Systems. Vladimir F. Kuznetsov is 55 years
of age.
LEONARD W. SUROFF - Executive Vice President, Secretary, Treasurer and
Director
Leonard W. Suroff, has been our executive vice president, secretary,
treasurer and a director since our inception in April 2002 and executive vice
president since February 2003. Mr. Suroff devotes such business time as is
necessary to our business to fulfill his duties as our executive vice president,
secretary, treasurer and a director. See "Executive Compensation - Employment
Agreements" for information concerning Mr. Suroff's employment agreement with
us. Mr. Suroff has been corporate counsel to TII Network Technologies, Inc., a
publicly traded company engaged in the manufacture of electronic products, for
more than the past five years. From May 1990 until September 2002, Mr. Suroff
also was Corporate Counsel to American Biogenetic Sciences, Inc., a publicly
traded biotechnology company engaged in researching and developing diagnostic
tests for cardiopulmonary conditions as well as treatments for neurological
disorders. Mr. Suroff graduated from Polytechnic University in New York with a
Bachelor of Science degree in Mechanical Engineering and from
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Brooklyn Law School. Mr. Suroff is admitted to practice before the United States
Patent and Trademark Office as a registered Patent Attorney. Leonard W. Suroff
is 68 years of age.
RICHARD BERNSTEIN - Director
Richard Bernstein has been a director since our inception in April
2002. Mr. Bernstein has managed his personal investments since January 1999.
From April 1994 to December 1998, he was President and Chief Executive Officer
and a director of NovoComm, Inc., a multimedia telecommunications firm, spending
approximately fifty percent of his business time in Russia focusing on the
emerging Russian and Ukranian telecommunications markets. Mr. Bernstein will
devote only so much of his time to our affairs as is necessary to discharge his
duties as a director. Richard Bernstein is 62 years of age.
All directors hold office until the next annual stockholder's meeting
and until their successors have been elected or qualified or until resignation
or removal. Vacancies on the board are filled by a majority vote of the
remaining directors. Officers serve at the pleasure of the board of directors.
ADVISORY BOARD
We have established an informal advisory board. The role of the
advisory board is to be available to assist our management with general business
and strategic planning advice upon request from time-to time. Accordingly, the
advisory board members intend to devote themselves part-time to our affairs.
The board as it is presently composed exists as follows:
Cleveland Johnson, Jr., chairman of our advisory board, has extensive
experience in both business and government. Since June 1998, Mr. Johnson has
been a vice president of administration and sales, on a part-time basis, of
Valucare, Inc., a company providing home health care services and since January
1998, Mr. Johnson has been involved in a number of civic, philanthropic,
educational and political organizations. From June 1993 to December 1997, Mr.
Johnson was vice-president of government relations and a member of the board of
directors of Mariga Communications Corp., a company engaged in developing paging
and other telecommunication systems in Russia. Prior thereto, Mr. Johnson was a
regional director of the U.S. Department of Health and Human Services,
vice-president for the College of Technology of the State University of New York
and deputy county executive for New York's Suffolk County. In addition, since
January 1966, Mr. Johnson has been president of Johnson Consulting Associates, a
company providing business development, housing, health care and general
business consulting services. Mr. Johnson holds a Bachelor of Science degree in
Business Administration from Tri-State University and a Masters Degree in Public
Administration from New York University. Mr. Johnson is currently a member of
the board of directors of Allstate Life Insurance Company of New York and
IntrAmerica Life Insurance Company.
Sergei N. Abeltsev, was elected a member of the Russian Duma in
December 2003 and has been vice-chairman of the Liberal-Democratic Party of
Russia since 1994. Since January 2000, has also served as deputy chief of staff
of the Committee on Informatization Policy of the Russian Duma, and state
counselor, 2nd Class. Mr. Abeltsev provides us with knowledgeable of the current
economic and business environment in the Russian Federation. From December 1995
to December 1999, Mr. Abeltsev was a deputy of the State Duma (the lower House
of the Russian Federal Assembly), deputy head of the Liberal Democratic Party in
the Duma and deputy chairman of the Duma Committee on the National Security. Mr.
Abeltsev served in the Armed Forces of the USSR from August 1978 to January
1990. He graduated from the Academy of the General Staff of the Armed Forces of
the Russian Federation and received a Doctor of Law degree from the Legal
Institute of the Ministry of Interior of the Russian Federation.
22
Paisley D. Demby has finance and strategic management experience. Since
January 2003, Mr. Demby has been chief executive officer and, from May 1999
until January 2003, was president and chief executive officer of PBN Consulting,
a company providing business consulting services. Mr. Demby has also served,
since January 2003, as director of venture marketing for Synergie Capital Group,
Inc., an investment banking and venture advisory organization serving
entrepreneurs and investors in America and Europe and, from January 2001 to
April 2002, also was business coordinator and a teacher at the Drake School of
The Bronx. Mr. Demby has a Bachelor of Arts degree in Engineering and Economics
from Brown University and an MBA from The Wharton School, University of
Pennsylvania. Prior to attending The Wharton School, Mr. Demby was employed from
July 1992 to April 1997 by JP Morgan in its the Global Technology and Operations
Division and served as a business consultant to various divisions in JP Morgan,
including the Financial Department.
Fyodor I. Ladygin, retired as a three-star general of the former Soviet
Union Armed Forces in May 1997. Mr. Ladygin, who resides in Moscow, is
knowledgeable of the Russian Federation government and private industry. Since
July 1992, My Ladygin has been a member of the executive board, East-West Energy
Dialogue Institute, a Moscow-based entity that established business contacts
with oil, gas, electricity and power production companies. Since May 2001, Mr.
Ladygin has also been the director of VECTOR United Bureau of Strategic
Analysis. From May 1997 until May 2001, Mr. Ladygin served as chief,
intelligence directorate/deputy chief of the General Staff of the Russian Armed
Forces from August 1992 to May 1997 and chief of treaty and legal directorate of
the General Staff from June 1990 to August 1992, where his main responsibility
was supervision of arms control negotiations. Since its establishment in
September 1999, Mr. Ladygin has been a member of the Russian National
Anti-Corruption Committee, a public organization.
Gus Poulos has banking and investment finance experience. Mr.Poulos has
managed his personal investments since July 2001. Prior thereto, from June 1993
to July 2001, Mr. Poulos was a partner in Omega Partners, Inc., a company
providing financial advisory services. From June 1985 to December 1988, Mr.
Poulos was president, and from July 1980 to June 1985, executive vice president
and chief operating officer of Riverhead Savings Bank. For twenty years prior
thereto, Mr. Poulos was senior vice president of Union Saving Bank. Mr. Poulos
has a Bachelor of Arts degree in Accounting from Hofstra University.
Mikhail V. Romanovsky has, since 1990, been chairman of the Board of
Directors of the Institute of Independent Social and Economic studies - INSEI
LLP, located in St. Petersburg, Russia, which provides financial consulting and
planning, tax information and audit services for American, European and Russian
enterprises operating in Russia. See "Description of Business - Marketing
Strategy" in Item 1 of this Report. In addition, since 1981, Mr. Romanovsky has
been Head of The Department of Finance of St. Petersburg State University of
Economics and Finance, from which he received his Doctorate degree in Economic
Studies.
Eugene A. Selivra, M.D., is a physician who relocated from Russia to
the United States in December 1991. Dr. Selivra is available to advise us on
Russian customs and also brings us a knowledge of the international medical
industry. Since October 2003, Dr. Selivra has been the chief operating officer
of Global Medical Institutes, LLC, a company engaged in conducting clinical
studies. From September 2000 to October 2003 Dr. Selivra was director of the
Winthrop South Nassau University Health System Clinical Trials Network at
Winthrop University Hospital. From November 1998 to August 2000, Dr. Selivra was
clinical studies director for Innovative Clinical Solutions, Ltd., a company
engaged in conducting clinical research. From September 1994 to November 1998,
Dr. Selivra was employed by Arkansas Mental Health Research & Training
Institute, a division of Mental Health services of the Arkansas Department of
Human Services, which is affiliated with the University of Arkansas, as
associate director for clinical trials from March 1998 to November 1998 and as
coordinator of clinical trials from September 1994 to November 1998. Dr. Selivra
received his medical degree from First Leningrad Academician I.P. Pavlov Medical
School.
Section 16(a) of the Securities Exchange Act requires our executive
officers and directors, and persons who beneficially own more than 10% of the
our common stock, to file initial reports of ownership, and reports of changes
of ownership, of the our equity securities with the SEC and furnish copies of
those reports to us. Based solely on a review of the copies of the reports
furnished to us to date and written representations that no reports were
required, we believe that all reports required to be filed by such persons with
respect to our year ended December 31, 2004 were timely filed.
ITEM 10. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth information concerning the compensation
of Vladimir F. Kuznetsov, our chief executive officer for services in all
capacities to us during 2004, the only year in which he was compensated by us.
No executive officer received compensation in excess of $100,000 during any year
since our formation.
Annual Compensation
Name Principal Position Year Salary
----------------------- ---- ------
Vladimir F. Kuznetzov, 2004 $70,000
President and Chief Executive Officer 2003 -
2002 -
OPTIONS AND STOCK APPRECIATION RIGHTS
No stock options or stock appreciation rights have been granted to, and
none are held by, any of our executive officers.
EMPLOYMENT AGREEMENTS
We are a party to employment agreements with Vladimir F. Kuznetsov to
serve as our president and chief executive officer and Leonard W. Suroff to
serve as our executive vice president, secretary and treasurer. Mr. Kuznetsov's
employment agreement became effective January 1, 2004, while Mr. Suroff's
employment agreement became effective December 14, 2004, with the initial
closing of our public offering. . Each will be for a term expiring March 31,
2007 subject to earlier termination as discussed below.
Mr. Kuznetsov became our full-time employee on January 1, 2004. Mr.
Kuznetsov's agreement provides for him to be our full-time employee at the
offices in Moscow and to receive an initial annual salary of $70,000 commencing
January 1, 2004. Mr. Suroff's agreement provides for him to devote such business
time as is necessary to our business and to receive an annual salary of $100,000
commencing December 14, 2004, with the initial closing under our public
offering. Mr. Suroff devotes, on average, approximately three business days per
week to our affairs. The salaries of each of Messrs. Kuznetsov and Suroff are to
increase at the end of each 12-month period after its effective date by an
amount to be determined by our board of directors, but by not less than 15% over
the previous year.
Each employment agreement provides that our board of directors may, but
is not obligated to, award bonuses based upon the officer's performance. No
criteria have been established at this time for determining the basis upon which
any bonuses may be awarded. We are to provide each of Messrs.
24
Kuznetsov and Suroff with, among other things, medical insurance and a car for
business purposes. We have also agreed to indemnify each, to the fullest extent
permitted by applicable law and our certificate of incorporation, against
expenses, including attorneys' fees, actually and necessarily incurred by him in
connection with the defense of any legal activity, regardless of whether
criminal, civil, administrative or investigative in nature, to which he is made
a party by reason of his being or having been an officer of us. Mr. Kuznetsov's
salary, therefore, increased to $80,500 commencing January 1, 2005.
Each agreement permits us to terminate the employment agreement and
discharge the employee for cause, as defined in the agreement, and the employee
is disabled and unable to perform his normal duties for a period of four
consecutive months or six months in the aggregate in any 12-month period.
Each of Messrs. Kuznetsov and Suroff have agreed, among other things,
not to disclose our trade secrets or confidential information about us or to
compete against us for a period of two years after termination of his employment
agreement, if his employment is terminated by us for cause. Each has also agreed
not to influence our employees or customers in an attempt to divert their
services or business from us for a period of two years after the later of
termination of employment of receipt of any compensation from us. There can be
no assurance that we will be able to maintain an action in Russia to enforce
these convenants.
STOCK OPTIONS
We have adopted a stock option plan to reward and provide incentives to
our present and future employees, officers, non-employees, directors and
consultants. Under the plan, we may grant options to purchase up to 3,000,000
shares of our common stock. The maximum number of shares that can be subject to
an option granted to any person in any calendar year can not exceed 500,000
shares. Options may be either "incentive stock options" intended to qualify or
favorable tax treatment under Section 422A of the Internal Revenue Code of 1986
for "non-qualified stock options." Options granted to non-employee directors and
consultants can only be non-qualified stock options. The plan is administered by
our Board of Directors or a committee of the board. Our board or its committee
has the authority, subject to the express provisions of the plan, to determine
the terms and conditions of each option, including to whom to grant options, the
term, conditions to the exercise of options, vesting schedules and whether to
accelerate the date of exercise of any option installment. Option exercise
prices are to be determined by our board or its committee but must be at least
100% of the market value of our common stock on the date of grant or, in the
case of an incentive stock option granted to an optionee who possesses more than
10% of the combined voting power of all classes of our stock, 110% of the market
value of our common stock on the date of grant. Options can be granted for a
term, established by the board or its committee, not exceeding ten years from
the date of grant or, in the case of an incentive stock option granted to an
optionee who possesses more than 10% of the combined voting power of all classes
of our stock, five years from the date of grant. We have granted no stock
options to date.
DIRECTORS' COMPENSATION
Our directors receive no compensation for their services as directors.
Messrs. Kuznetsov and Suroff will, however, receive compensation for their
services as employees pursuant to their employment agreements (see "--Employment
Agreements", above). Mr. Bernstein does not receive compensation for any
services for us. Members of the advisory board will receive $1,000 for each
meeting they attend and travel and other expenses incurred in connection with
attendance at each meeting.
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ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The following table sets forth certain information regarding the beneficial
ownership of our common stock, as of March 21, 2005, by (i) each person,
including any "group", as that term is used in Section 13(d)(3) of the
Securities Act of 1934, who is known by us to own beneficially 5% or more of our
common stock, (ii) each of our directors, and (iii) all of our directors and
executive officers as a group. Unless otherwise indicated, all persons listed
below have sole voting power and investment power with respect to the shares
owned by them.
AMOUNT AND NATURE OF BENEFICIAL PERCENTAGE OF SHARES
STOCKHOLDER OWNERSHIP BENEFICIALLY OWNED
----------------------------------------- ---------------------------------------- ---------------------------
Vladimir F. Kuznetsov 1,500,000 10.3%
19/2 Bratislavskaya Street
Moscow, 109451
Russian Federation
Leonard W. Suroff
12 Tompkins Avenue
Jericho, NY 11753 2,450,000(1) 16.9%
Richard Bernstein
4 Dogwood Hill
Brookville, NY 11545 3,100,000(2) 21.3%
All three executive officers and
directors as a group 7,050,000(1)(2) 48.5%
--------------------------
(1) Includes 1,225,000 shares owned by Mr. Suroff's wife, who has sole
voting and dispositive power with respect to the shares owned by her
and as to which Mr. Suroff disclaims beneficial ownership.
(2) Includes 1,575,000 shares owned by Mr. Bernstein's wife, who has sole
voting and dispositive power with respect to the shares owned by her
and as to which Mr. Bernstein disclaims beneficial ownership.
The following table sets forth certain information, as at December 31,
2004, with respect to the Company's equity compensation plans:
NUMBER OF SECURITIES TO BE NUMBER OF SECURITIES
ISSUED UPON EXERCISE OF WEIGHTED-AVERAGE EXERCISE REMAINING AVAILABLE FOR
OUTSTANDING OPTIONS, PRICE OF OUTSTANDING FUTURE ISSUANCE UNDER
PLAN CATEGORY WARRANTS AND RIGHTS OPTIONS, WARRANTS AND RIGHTS EQUITY COMPENSATION PLANS
------------- ------------------- ---------------------------- -------------------------
Equity compensation plans
approved by security holders 0 $-- 3,000,000(a)
Equity compensation plans not
approved by security holders 0 -- 0
Total 0 -- 3,000,000
(a) Consists of 3,000,000 shares available for future grant under the
Company's 2002 Stock Option Plan, which permits the grant of options to
employees and directors of, and consultants to, the Company.
26
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
ITEM 13. EXHIBITS
Exhibit
Number Description
------ -----------
3.1 Certificate of Incorporation of IPORUSSIA, INC., as filed with the
Secretary of State of the State of Delaware on April 1, 2002.
Incorporated by reference to Exhibit 3.1 to the Company's
Registration Statement on Form SB-2 (File No. 333-98247).
3.2 Certificate of Amendment of Certificate of Incorporation before
payment of capital, as filed with the Secretary of State of the
State of Delaware on April 1, 2002. Incorporated by reference to
Exhibit 3.2 to the Company's Registration Statement on Form SB-2
(File No. 333-98247).
3.3 Bylaws of IPORUSSIA, INC. Incorporated by reference to Exhibit 3.3
to the Company's Registration Statement on Form SB-2 (File No.
333-98247).
4.1 Amended and Restated Promissory Note dated December 21, 2003 issued
by IPORUSSIA, INC. to Ellenville National Bank. Incorporated by
reference to Exhibit 4.1 to the Company's Registration Statement on
Form SB-2 (File No. 333-98247).
4.1(a) Form of Guaranty, Assignment of Certificate of Deposit,
Hypothecation Agreement and Security Agreement, each dated June 27,
2003 from Leonard W. Suroff, Richard Bernstein, Cleveland Johnson,
Jr., Gus Poulos and Jerome L. Rubin in favor of Ellenville National
Bank, together with a schedule setting forth the details in which
each such document entered into by each such person differed.
Incorporated by reference to Exhibit 4.1(a) to the Company's
Registration Statement on Form SB-2 (File No. 333-98247).
4.2 Form of Underwriter's Warrant. Incorporated by reference to Exhibit
4.2 to the Company's Registration Statement on Form SB-2 (File No.
333-98247).
10.1(a)+ 2002 Stock Option Plan of IPORUSSIA, INC. Incorporated by reference
to Exhibit 10.1 to the Company's Registration Statement on Form SB-2
(File No. 333-98247).
10.1(b)* Forms of stock option contracts for the grant of stock options under
the 2002 Stock Option Plan of IPORUSSIA, INC.
10.2(a)+ Employment Agreement, dated as of April 1, 2002, by and between
IPORUSSIA, INC. and Vladimir F. Kuznetzov. Incorporated by reference
to Exhibit 10.2(a) to the Company's Registration Statement on Form
SB-2 (File No. 333-98247).
10.2(b)+ Amendment No. 1 dated as of November 29, 2002, to the Employment
Agreement by and between IPORUSSIA, INC. and Vladimir F. Kuznetsov.
Incorporated by reference to Exhibit 10.2(b) to the Company's
Registration Statement on Form SB-2 (File No. 333-98247).
10.2(c)+ Amendment No. 2 dated as of April 1, 2003, to the Employment
Agreement by and between IPORUSSIA, INC. and Vladimir F. Kuznetsov.
Incorporated by reference to
27
Exhibit 10.2(c) to the Company's Registration Statement on Form SB-2
(File No. 333-98247).
10.2(d)+ Amendment No. 3 dated as of July 1, 2003, to the Employment
Agreement by and between IPORUSSIA, INC. and Vladimir F. Kuznetsov.
Incorporated by reference to Exhibit 10.2(d) to the Company's
Registration Statement on Form SB-2 (File No. 333-98247).
10.2(e)+ Amendment No. 4 dated as of November 1, 2003, to the Employment
Agreement by and between IPORUSSIA, INC. and Vladimir F. Kuznetsov.
Incorporated by reference to Exhibit 10.2(e) to the Company's
Registration Statement on Form SB-2 (File No. 333-98247).
10.3(a)+ Employment Agreement, dated as of April 1, 2002, by and between
IPORUSSIA, INC. and Leonard W. Suroff. Incorporated by reference to
Exhibit 10.3(a) to the Company's Registration Statement on Form SB-2
(File No. 333-98247).
10.3(b)+ Amendment No. 1, dated as of November 29, 2002, to the Employment
Agreement, by and between IPORUSSIA, INC. and Leonard W. Suroff.
Incorporated by reference to Exhibit 10.3(b) to the Company's
Registration Statement on Form SB-2 (File No. 333-98247).
10.3(c)+ Amendment No. 2, dated as of April 1, 2003, to the Employment
Agreement, by and between IPORUSSIA, INC. and Leonard W. Suroff.
Incorporated by reference to Exhibit 10.3(c) to the Company's
Registration Statement on Form SB-2 (File No. 333-98247).
10.3(d)+ Amendment No. 3, dated as of July 1, 2003, to the Employment
Agreement, by and between IPORUSSIA, INC. and Leonard W. Suroff.
Incorporated by reference to Exhibit 10.3(d) to the Company's
Registration Statement on Form SB-2 (File No. 333-98247).
10.3(e)+ Amendment No. 4, dated as of November 1, 2003, to the Employment
Agreement, by and between IPORUSSIA, INC. and Leonard W. Suroff.
Incorporated by reference to Exhibit 10.3(e) to the Company's
Registration Statement on Form SB-2 (File No. 333-98247).
10.4(a) Agreement, dated April 30, 2002, by and between IPORUSSIA, INC. and
Joint Stock Bank Elektronica (English version). Incorporated by
reference to Exhibit 10.4(a) to the Company's Registration Statement
on Form SB-2 (File No. 333-98247).
10.4(a)(1) Extension Agreement dated April 30, 2004, by and between IPORUSSIA,
INC. and Joint Stock Bank Elektronica (English version).
Incorporated by reference to Exhibit 10.4(a)(1) to the Company's
Registration Statement on Form SB-2 (File No. 333-98247).
10.4(b) Memorandum of Understanding, dated as of October 31, 2004, by and
between IPORUSSIA, INC. and Russian Deposit Bank (English Version).
Incorporated by reference to Exhibit 10.4(b) to the Company's
Registration Statement on Form SB-2 (File No. 333-98247).
10.4(c) Memorandum of Understanding, dated as of November 11, 2002, by and
between IPORUSSIA, INC. and AVANGARD Joint Stock Bank - Open Joint
stock Company (English Version). Incorporated by reference to
Exhibit 10.4(c) to the Company's Registration Statement on Form SB-2
(File No. 333-98247).
28
10.4(d) Memorandum of Understanding, dated as of January 22, 2003, by and
between IPORUSSIA, INC. and Commercial Bank Sotsialny Gorodskoy Bank
Open Joint Stock Company (English Version). Incorporated by
reference to Exhibit 10.4(d) to the Company's Registration Statement
on Form SB-2 (File No. 333-98247).
10.5 Memorandum of Understanding, dated as of August 8, 2002, by and
between IPORUSSIA, INC. and Finance-Analyst Joint Stock Company
(English Version). Incorporated by reference to Exhibit 10.5 to the
Company's Registration Statement on Form SB-2 (File No. 333-98247).
10.6(a) Protocol of Mutual Understanding and Support, dated October 31,
2002, by and between IPORUSSIA, INC. and The Chamber of Commerce and
Industry of Moscow Region (English Version). Incorporated by
reference to Exhibit 10.6(a) to the Company's Registration Statement
on Form SB-2 (File No. 333-98247).
10.6(b) Protocol of Mutual Understanding and Support, dated October 31,
2002, by and between IPORUSSIA, INC. and the Moscow Region Center of
Innovative technologies (English Version). Incorporated by reference
to Exhibit 10.6(b) to the Company's Registration Statement on Form
SB-2 (File No. 333-98247).
10.6(c) Protocol of Mutual Understanding and Support, dated December 25,
2002, by and between IPORUSSIA, INC. and the Institute of
Independent Social and Economic Studies LLP (English Version).
Incorporated by reference to Exhibit 10.6(c) to the Company's
Registration Statement on Form SB-2 (File No. 333-98247).
10.7* Agreement on Rental of Property, dated January 12, 2005, by and
between IPORUSSIA, INC. and Limited Liability Company "Deylis-M"
(English Translation).
10.8* Agreement on Provision of Services, dated January 12, 2005, by and
between IPORUSSIA, INC. and Limited Liability Company "Deylis-M"
(English Translation).
21* Subsidiary of the Company
31.1* Certification of Principal Executive Officer pursuant to Section 302
of the Sarbanse-Oxley Act of 2002
31.2* Certification of Financial Officer pursuant to Section 302 of the
Sarbanse-Oxley Act of 2002
32.1* Certification of Executive Officer pursuant to Section 302 of the
Sarbanse-Oxley Act of 2002
32.2* Certification of Principal Financial Officer pursuant to Section 302
of the Sarbanse-Oxley Act of 2002
-----------------------
* Filed herewith.
+ Management contract or compensatory plan or arrangement.
29
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Audit Fees. The aggregate audit fees billed by Aaron Stein, CPA for
professional services rendered for the audit of our annual consolidated
financial statements; for the reviews of the consolidated financial statements
included in our quarterly reports on Form 10-QSB in 2004 and in 2003 and 2004
the registration statement for our public offering of common stock that
initially closed in 2004; and for a comfort letter issued in connection with the
closing of our public offering aggregated $25,000 for 2004 and $4,000 for 2003.
Tax Fees. The aggregate fees billed by Aaron Stein, CPA for
professional services rendered for tax compliance, tax advice and tax planning
were $1,300 for 2003.
No audit-related or other services were provided by Aaron Stein, CPA in
either 2004 or 2003.
30
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this Report to be signed on its
behalf by the undersigned, thereunto duly authorized.
IPORUSSIA, INC.
March 30, 2005 By: /s/ Vladimir F. Kuznetsov
------------------------------
Vladimir F. Kuznetsov
President
(Principal Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
Signature Capacity Date
--------- -------- ----
/s/ Vladimir F. Kuznetsov
-------------------------
Vladimir F. Kuznetsov President, Executive Officer March 30, 2005
(principal executive officer)
and Director
/s/ Leonard W. Suroff
-------------------------
Leonard W. Suroff Treasurer (principal financial officer) March 30, 2005
and Director
/s/ Richard Bernstein
-------------------------
Richard Bernstein Director March 30, 2005
31
EXHIBIT INDEX
Exhibit
Number Description
------ -----------
3.1 Certificate of Incorporation of IPORUSSIA, INC., as filed with the
Secretary of State of the State of Delaware on April 1, 2002.
Incorporated by reference to Exhibit 3.1 to the Company's
Registration Statement on Form SB-2 (File No. 333-98247).
3.2 Certificate of Amendment of Certificate of Incorporation before
payment of capital, as filed with the Secretary of State of the
State of Delaware on April 1, 2002. Incorporated by reference to
Exhibit 3.2 to the Company's Registration Statement on Form SB-2
(File No. 333-98247).
3.3 Bylaws of IPORUSSIA, INC. Incorporated by reference to Exhibit 3.3
to the Company's Registration Statement on Form SB-2 (File No.
333-98247).
4.1 Amended and Restated Promissory Note dated December 21, 2003 issued
by IPORUSSIA, INC. to Ellenville National Bank. Incorporated by
reference to Exhibit 4.1 to the Company's Registration Statement on
Form SB-2 (File No. 333-98247).
4.1(a) Form of Guaranty, Assignment of Certificate of Deposit,
Hypothecation Agreement and Security Agreement, each dated June 27,
2003 from Leonard W. Suroff, Richard Bernstein, Cleveland Johnson,
Jr., Gus Poulos and Jerome L. Rubin in favor of Ellenville National
Bank, together with a schedule setting forth the details in which
each such document entered into by each such person differed.
Incorporated by reference to Exhibit 4.1(a) to the Company's
Registration Statement on Form SB-2 (File No. 333-98247).
4.2 Form of Underwriter's Warrant. Incorporated by reference to Exhibit
4.2 to the Company's Registration Statement on Form SB-2 (File No.
333-98247).
10.1(a)+ 2002 Stock Option Plan of IPORUSSIA, INC. Incorporated by reference
to Exhibit 10.1 to the Company's Registration Statement on Form SB-2
(File No. 333-98247).
10.1(b)* Forms of stock option contracts for the grant of stock options under
the 2002 Stock Option Plan of IPORUSSIA, INC.
10.2(a)+ Employment Agreement, dated as of April 1, 2002, by and between
IPORUSSIA, INC. and Vladimir F. Kuznetzov. Incorporated by reference
to Exhibit 10.2(a) to the Company's Registration Statement on Form
SB-2 (File No. 333-98247).
10.2(b)+ Amendment No. 1 dated as of November 29, 2002, to the Employment
Agreement by and between IPORUSSIA, INC. and Vladimir F. Kuznetsov.
Incorporated by reference to Exhibit 10.2(b) to the Company's
Registration Statement on Form SB-2 (File No. 333-98247).
10.2(c)+ Amendment No. 2 dated as of April 1, 2003, to the Employment
Agreement by and between IPORUSSIA, INC. and Vladimir F. Kuznetsov.
Incorporated by reference to Exhibit 10.2(c) to the Company's
Registration Statement on Form SB-2 (File No. 333-98247).
10.2(d)+ Amendment No. 3 dated as of July 1, 2003, to the Employment
Agreement by and between IPORUSSIA, INC. and Vladimir F. Kuznetsov.
Incorporated by reference to Exhibit 10.2(d) to the Company's
Registration Statement on Form SB-2 (File No. 333-98247).
10.2(e)+ Amendment No. 4 dated as of November 1, 2003, to the Employment
Agreement by and between IPORUSSIA, INC. and Vladimir F. Kuznetsov.
Incorporated by reference to Exhibit 10.2(e) to the Company's
Registration Statement on Form SB-2 (File No. 333-98247).
10.3(a)+ Employment Agreement, dated as of April 1, 2002, by and between
IPORUSSIA, INC. and Leonard W. Suroff. Incorporated by reference to
Exhibit 10.3(a) to the Company's Registration Statement on Form SB-2
(File No. 333-98247).
10.3(b)+ Amendment No. 1, dated as of November 29, 2002, to the Employment
Agreement, by and between IPORUSSIA, INC. and Leonard W. Suroff.
Incorporated by reference to Exhibit 10.3(b) to the Company's
Registration Statement on Form SB-2 (File No. 333-98247).
10.3(c)+ Amendment No. 2, dated as of April 1, 2003, to the Employment
Agreement, by and between IPORUSSIA, INC. and Leonard W. Suroff.
Incorporated by reference to Exhibit 10.3(c) to the Company's
Registration Statement on Form SB-2 (File No. 333-98247).
32
10.3(d)+ Amendment No. 3, dated as of July 1, 2003, to the Employment
Agreement, by and between IPORUSSIA, INC. and Leonard W. Suroff.
Incorporated by reference to Exhibit 10.3(d) to the Company's
Registration Statement on Form SB-2 (File No. 333-98247).
10.3(e)+ Amendment No. 4, dated as of November 1, 2003, to the Employment
Agreement, by and between IPORUSSIA, INC. and Leonard W. Suroff.
Incorporated by reference to Exhibit 10.3(e) to the Company's
Registration Statement on Form SB-2 (File No. 333-98247).
10.4(a) Agreement, dated April 30, 2002, by and between IPORUSSIA, INC. and
Joint Stock Bank Elektronica (English version). Incorporated by
reference to Exhibit 10.4(a) to the Company's Registration Statement
on Form SB-2 (File No. 333-98247).
10.4(a)(1) Extension Agreement dated April 30, 2004, by and between IPORUSSIA,
INC. and Joint Stock Bank Elektronica (English version).
Incorporated by reference to Exhibit 10.4(a)(1) to the Company's
Registration Statement on Form SB-2 (File No. 333-98247).
10.4(b) Memorandum of Understanding, dated as of October 31, 2004, by and
between IPORUSSIA, INC. and Russian Deposit Bank (English Version).
Incorporated by reference to Exhibit 10.4(b) to the Company's
Registration Statement on Form SB-2 (File No. 333-98247).
10.4(c) Memorandum of Understanding, dated as of November 11, 2002, by and
between IPORUSSIA, INC. and AVANGARD Joint Stock Bank - Open Joint
stock Company (English Version). Incorporated by reference to
Exhibit 10.4(c) to the Company's Registration Statement on Form SB-2
(File No. 333-98247).
10.4(d) Memorandum of Understanding, dated as of January 22, 2003, by and
between IPORUSSIA, INC. and Commercial Bank Sotsialny Gorodskoy Bank
Open Joint Stock Company (English Version). Incorporated by
reference to Exhibit 10.4(d) to the Company's Registration Statement
on Form SB-2 (File No. 333-98247).
33
10.5 Memorandum of Understanding, dated as of August 8, 2002, by and
between IPORUSSIA, INC. and Finance-Analyst Joint Stock Company
(English Version). Incorporated by reference to Exhibit 10.5 to the
Company's Registration Statement on Form SB-2 (File No. 333-98247).
10.6(a) Protocol of Mutual Understanding and Support, dated October 31,
2002, by and between IPORUSSIA, INC. and The Chamber of Commerce and
Industry of Moscow Region (English Version). Incorporated by
reference to Exhibit 10.6(a) to the Company's Registration Statement
on Form SB-2 (File No. 333-98247).
10.6(b) Protocol of Mutual Understanding and Support, dated October 31,
2002, by and between IPORUSSIA, INC. and the Moscow Region Center of
Innovative technologies (English Version). Incorporated by reference
to Exhibit 10.6(b) to the Company's Registration Statement on Form
SB-2 (File No. 333-98247).
10.6(c) Protocol of Mutual Understanding and Support, dated December 25,
2002, by and between IPORUSSIA, INC. and the Institute of
Independent Social and Economic Studies LLP (English Version).
Incorporated by reference to Exhibit 10.6(c) to the Company's
Registration Statement on Form SB-2 (File No. 333-98247).
10.7* Agreement on Rental of Property, dated January 12, 2005, by and
between IPORUSSIA, INC. and Limited Liability Company "Deylis-M"
(English Translation).
10.8* Agreement on Provision of Services, dated January 12, 2005, by and
between IPORUSSIA, INC. and Limited Liability Company "Deylis-M"
(English Translation).
21* Subsidiary of the Company
31.1* Certification of Principal Executive Officer pursuant to Section 302
of the Sarbanse-Oxley Act of 2002
31.2* Certification of Financial Officer pursuant to Section 302 of the
Sarbanse-Oxley Act of 2002
32.1* Certification of Executive Officer pursuant to Section 302 of the
Sarbanse-Oxley Act of 2002
32.2* Certification of Principal Financial Officer pursuant to Section 302
of the Sarbanse-Oxley Act of 2002
-----------------------
* Filed herewith.
+ Management contract or compensatory plan or arrangement.
34
Exhibit 10.1(b)
INCENTIVE STOCK OPTION
ANNUAL VESTING
LESS THAN 10% STOCKHOLDER
PAYMENT WITH CASH ONLY
IPORUSSIA, INC.
2002 STOCK OPTION PLAN
INCENTIVE STOCK OPTION CONTRACT
THIS INCENTIVE STOCK OPTION CONTRACT entered into as of
_________________________ between IPORUSSIA, INC., a Delaware corporation (the
"Company"), and ________________________________________________ (the
"Optionee").
W I T N E S S E T H:
- - - - - - - - - -
1. The Company, subject to the terms and conditions of the 2002 Stock
Option Plan of the Company (the "Plan"), grants to the Optionee an option to
purchase an aggregate of _______ shares of the Common Stock, $.0001 par value
per share, of the Company ("Common Stock") at an exercise price of $_____ per
share, being at least equal to the fair market value of such shares of Common
Stock on the date hereof. This option is intended to constitute an incentive
stock option within the meaning of Section 422 of the Internal Revenue Code of
1986, as amended (the "Code"), although the Company makes no representation or
warranty as to such qualification.
2. The term of this option shall be _____ years from the date hereof,
subject to earlier termination as provided in the Plan. However, this option
shall not be exercisable until __________________________, at which time it
shall become exercisable as to _______ shares of Common Stock, and as to an
additional _______ shares of Common Stock on each of the next _________
anniversaries of the date hereof. The right to purchase shares of Common Stock
under this option shall be cumulative, so that if the full number of shares
purchasable in a period shall not be purchased, the balance may be purchased at
any time or from time to time thereafter, but not after the expiration of the
option. Notwithstanding the foregoing, in no event may a fraction of a share of
Common Stock be purchased under this option.
3. This option shall be exercised by giving written notice to the
Company at its then principal office, presently 12 Tompkins Avenue, Jericho, New
York 11753, Attention: President, stating that the Optionee is exercising the
option hereunder, specifying the number of shares being purchased and
accompanied by payment in full of the aggregate purchase price therefor in cash
or by certified check.
4. The Company and/or any Subsidiary may withhold cash and/or shares
of Common Stock to be issued to the Optionee in the amount which the Company
determines is necessary to satisfy its obligation to withhold taxes or other
amounts incurred by reason of the grant or exercise of this option or the
disposition of the underlying shares of Common Stock. Alternatively, the Company
may require the Optionee to pay the Company such amount in cash promptly upon
demand.
5. In the event of any disposition of the shares of Common Stock
acquired pursuant to the exercise of this option within two years from the date
hereof or one year from the date of transfer of such shares to him, the Optionee
shall notify the Company thereof in writing within 30 days after such
disposition. In addition, the Optionee shall provide the Company on demand with
such information as the Company shall reasonably request in connection with
determining the amount and character of the Optionee's income, the applicable
deduction and the obligation to withhold taxes or other amount incurred by
reason of such disqualifying disposition, including the amount thereof. The
Optionee shall pay the Company and/or the Subsidiary, as the case may be, in
cash on demand the amount, if any, which the Company determines is necessary to
satisfy such withholding obligation.
6. Notwithstanding the foregoing, this option shall not be exercisable
by the Optionee unless (a) a Registration Statement under the Securities Act of
1933, as amended (the "Securities Act") with respect to the shares of Common
Stock to be received upon the exercise of this option shall be effective and
current at the time of exercise or (b) there is an exemption from registration
under the Securities Act for the issuance of the shares of Common Stock upon
such exercise. The Optionee hereby represents and warrants to the Company that,
unless such a Registration Statement is effective and current at the time of
exercise of this option, the shares of Common Stock to be issued upon the
exercise of this option will be acquired by the Optionee for his own account,
for investment only and not with a view to the resale or distribution thereof.
In any event, the Optionee will notify the Company of any proposed resale of the
shares of Common Stock issued to him upon exercise of this option. If (i) the
Optionee is an "affiliate" of the Company within the meaning of the Securities
Act at the time of any such resale or (ii) at the time of exercise of this
option the shares issued were not subject to a current and effective
Registration Statement under the Securities Act covering their issuance, then
any subsequent resale or distribution of shares of Common Stock by the Optionee
will be made only pursuant to (x) a Registration Statement under the Securities
Act which, at the time of resale, is effective and current with respect to the
Optionee's sale of shares of Common Stock being sold, or (y) a specific
exemption from the registration requirements of the Securities Act, but in
claiming such exemption, the Optionee shall, prior to any offer of sale or sale
of such shares of Common Stock, provide the Company (unless waived by the
Company) with a favorable written opinion of counsel, in form and substance
satisfactory to the Company, as to the applicability of such
-2-
exemption to the proposed sale or distribution. Such representations and
warranties shall also be deemed to be made by the Optionee upon each exercise of
this option. Nothing herein shall be construed as requiring the Company to
register the shares subject to this option under the Securities Act.
7. Notwithstanding anything herein to the contrary, if at any time the
Company shall determine, in its discretion, that the listing or qualification of
the shares of Common Stock subject to this option on any securities exchange or
under any applicable law, or the consent or approval of any governmental
regulatory body, is necessary or desirable as a condition to, or in connection
with, the granting of an option or the issue of shares of Common Stock
hereunder, this option may not be exercised in whole or in part unless such
listing, qualification, consent or approval shall have been effected or obtained
free of any conditions not acceptable to the Company.
8. The Company may affix appropriate legends upon the certificates for
shares of Common Stock issued upon exercise of this option and may issue such
"stop transfer" instructions to its transfer agent in respect of such shares as
it determines, in its discretion, to be necessary or appropriate to (a) prevent
a violation of, or to perfect an exemption from, the registration requirements
of the Securities Act, (b) implement the provisions of the Plan or this Contract
or any other agreement between the Company and the Optionee with respect to such
shares of Common Stock, or (c) permit the Company to determine the occurrence of
a "disqualifying disposition," as described in Section 421(b) of the Code, of
the shares of Common Stock transferred upon the exercise of this option.
9. Nothing in the Plan or herein shall confer upon the Optionee any
right to continue in the employ of the Company, any Parent or any of its
Subsidiaries, or interfere in any way with any right of the Company, any Parent
or its Subsidiaries to terminate such employment at any time for any reason
whatsoever without liability to the Company, any Parent or any of its
Subsidiaries.
10. The Company and the Optionee agree that they will both be subject
to and bound by all of the terms and conditions of the Plan, receipt of a copy
of which is acknowledged by the Optionee and is made a part hereof. Any
capitalized term not defined herein shall have the meaning ascribed to it in the
Plan. In the event of a conflict between the terms of this Contract and the
terms of the Plan, the terms of the Plan shall govern.
11. The Optionee represents and agrees that he will comply with all
applicable laws relating to the Plan and the grant and exercise of this option
and the disposition of the shares of Common Stock acquired upon exercise of the
option, including without limitation, federal and state securities and "blue
sky" laws.
12. This option is not transferable by the Optionee otherwise than by
will or the laws of descent and distribution and may be exercised, during the
lifetime of the Optionee, only by the Optionee.
-3-
13. This Contract shall be binding upon and inure to the benefit of
any successor or assign of the Company and to any heir, distributee, executor,
administrator or legal representative entitled to the Optionee's rights
hereunder.
14. This Contract shall be governed by, and construed and enforced in
accordance with, the laws of the State of Delaware, without regard to the
conflicts of law rules thereof.
15. The invalidity or illegality of any provision herein shall not
affect the validity of any other provision.
16. The Optionee agrees that the Company may amend the Plan and the
options granted to the Optionee under the Plan, subject to the limitations
contained in the Plan.
IN WITNESS WHEREOF, the parties hereto have executed this Contract as
of the day and year first above written.
IPORUSSIA, INC.
By:
Vladimir F. Kuznetsov, President
, Optionee
Address
-4-
INCENTIVE STOCK OPTION
ANNUAL VESTING
OVER 10% STOCKHOLDER
PAYMENT WITH CASH ONLY
IPORUSSIA, INC.
2002 STOCK OPTION PLAN
INCENTIVE STOCK OPTION CONTRACT
THIS INCENTIVE STOCK OPTION CONTRACT entered into as of
_________________________ between IPORUSSIA, INC., a Delaware corporation (the
"Company"), and ________________________________________________ (the
"Optionee").
W I T N E S S E T H:
- - - - - - - - - -
1. The Company, subject to the terms and conditions of the 2002 Stock
Option Plan of the Company (the "Plan"), grants to the Optionee an option to
purchase an aggregate of _______ shares of the Common Stock, $.0001 par value
per share, of the Company ("Common Stock") at an exercise price of $_____ per
share, being at least equal to 110% of the fair market value of such shares of
Common Stock on the date hereof. This option is intended to constitute an
incentive stock option within the meaning of Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code"), although the Company makes no
representation or warranty as to such qualification.
2. The term of this option shall be five years from the date hereof,
subject to earlier termination as provided in the Plan. However, this option
shall not be exercisable until __________________________, at which time it
shall become exercisable as to _______ shares of Common Stock, and as to an
additional _______ shares of Common Stock on each of the next _________
anniversaries of the date hereof. The right to purchase shares of Common Stock
under this option shall be cumulative, so that if the full number of shares
purchasable in a period shall not be purchased, the balance may be purchased at
any time or from time to time thereafter, but not after the expiration of the
option. Notwithstanding the foregoing, in no event may a fraction of a share of
Common Stock be purchased under this option.
3. This option shall be exercised by giving written notice to the
Company at its then principal office, presently 12 Tompkins Avenue, Jericho, New
York 11753, Attention: President, stating that the Optionee is exercising the
option hereunder, specifying the number of shares being purchased and
accompanied by payment in full of the aggregate purchase price therefor in cash
or by certified check.
4. The Company and/or any Subsidiary may withhold cash and/or shares
of Common Stock to be issued to the Optionee in the amount which the Company
determines is necessary to satisfy its obligation to withhold taxes or other
amounts incurred by reason of the grant or exercise of this option or the
disposition of the underlying shares of Common Stock. Alternatively, the Company
may require the Optionee to pay the Company such amount in cash promptly upon
demand.
5. In the event of any disposition of the shares of Common Stock
acquired pursuant to the exercise of this option within two years from the date
hereof or one year from the date of transfer of such shares to him, the Optionee
shall notify the Company thereof in writing within 30 days after such
disposition. In addition, the Optionee shall provide the Company on demand with
such information as the Company shall reasonably request in connection with
determining the amount and character of the Optionee's income, the applicable
deduction and the obligation to withhold taxes or other amount incurred by
reason of such disqualifying disposition, including the amount thereof. The
Optionee shall pay the Company and/or the Subsidiary, as the case may be, in
cash on demand the amount, if any, which the Company determines is necessary to
satisfy such withholding obligation.
6. Notwithstanding the foregoing, this option shall not be exercisable
by the Optionee unless (a) a Registration Statement under the Securities Act of
1933, as amended (the "Securities Act") with respect to the shares of Common
Stock to be received upon the exercise of this option shall be effective and
current at the time of exercise or (b) there is an exemption from registration
under the Securities Act for the issuance of the shares of Common Stock upon
such exercise. The Optionee hereby represents and warrants to the Company that,
unless such a Registration Statement is effective and current at the time of
exercise of this option, the shares of Common Stock to be issued upon the
exercise of this option will be acquired by the Optionee for his own account,
for investment only and not with a view to the resale or distribution thereof.
In any event, the Optionee will notify the Company of any proposed resale of the
shares of Common Stock issued to him upon exercise of this option. If (i) the
Optionee is an "affiliate" of the Company within the meaning of the Securities
Act at the time of any such resale or (ii) at the time of exercise of this
option the shares issued were not subject to a current and effective
Registration Statement under the Securities Act covering their issuance, then
any subsequent resale or distribution of shares of Common Stock by the Optionee
will be made only pursuant to (x) a Registration Statement under the Securities
Act which, at the time of resale, is effective and current with respect to the
Optionee's sale of shares of Common Stock being sold, or (y) a specific
exemption from the registration requirements of the Securities Act, but in
claiming such exemption, the Optionee shall, prior to any offer of sale or sale
of such shares of Common Stock, provide the Company (unless waived by the
Company) with a favorable written opinion of counsel, in form and substance
satisfactory to the Company, as to the applicability of such exemption to the
proposed sale or distribution. Such representations and warranties shall also be
deemed to be made by the Optionee upon each exercise of this option. Nothing
herein shall be construed as requiring the Company to register the shares
subject to this option under the Securities Act.
7. Notwithstanding anything herein to the contrary, if at any time the
Company shall determine, in its discretion, that the listing or qualification of
the shares of
-2-
Common Stock subject to this option on any securities exchange or under any
applicable law, or the consent or approval of any governmental regulatory body,
is necessary or desirable as a condition to, or in connection with, the granting
of an option or the issue of shares of Common Stock hereunder, this option may
not be exercised in whole or in part unless such listing, qualification, consent
or approval shall have been effected or obtained free of any conditions not
acceptable to the Company.
8. The Company may affix appropriate legends upon the certificates for
shares of Common Stock issued upon exercise of this option and may issue such
"stop transfer" instructions to its transfer agent in respect of such shares as
it determines, in its discretion, to be necessary or appropriate to (a) prevent
a violation of, or to perfect an exemption from, the registration requirements
of the Securities Act, (b) implement the provisions of the Plan or this Contract
or any other agreement between the Company and the Optionee with respect to such
shares of Common Stock, or (c) permit the Company to determine the occurrence of
a "disqualifying disposition," as described in Section 421(b) of the Code, of
the shares of Common Stock transferred upon the exercise of this option.
9. Nothing in the Plan or herein shall confer upon the Optionee any
right to continue in the employ of the Company, any Parent or any of its
Subsidiaries, or interfere in any way with any right of the Company, any Parent
or its Subsidiaries to terminate such employment at any time for any reason
whatsoever without liability to the Company, any Parent or any of its
Subsidiaries.
10. The Company and the Optionee agree that they will both be subject
to and bound by all of the terms and conditions of the Plan, receipt of a copy
of which is acknowledged by the Optionee and is made a part hereof. Any
capitalized term not defined herein shall have the meaning ascribed to it in the
Plan. In the event of a conflict between the terms of this Contract and the
terms of the Plan, the terms of the Plan shall govern.
11. The Optionee represents and agrees that he will comply with all
applicable laws relating to the Plan and the grant and exercise of this option
and the disposition of the shares of Common Stock acquired upon exercise of the
option, including without limitation, federal and state securities and "blue
sky" laws.
12. This option is not transferable by the Optionee otherwise than by
will or the laws of descent and distribution and may be exercised, during the
lifetime of the Optionee, only by the Optionee.
13. This Contract shall be binding upon and inure to the benefit of
any successor or assign of the Company and to any heir, distributee, executor,
administrator or legal representative entitled to the Optionee's rights
hereunder.
14. This Contract shall be governed by, and construed and enforced in
accordance with, the laws of the State of Delaware, without regard to the
conflicts of law rules thereof.
-3-
15. The invalidity or illegality of any provision herein shall not
affect the validity of any other provision.
16. The Optionee agrees that the Company may amend the Plan and the
options granted to the Optionee under the Plan, subject to the limitations
contained in the Plan.
IN WITNESS WHEREOF, the parties hereto have executed this Contract as
of the day and year first above written.
IPORUSSIA, INC.
By:
Vladimir F. Kuznetsov, President
, Optionee
Address
-4-
INCENTIVE STOCK OPTION
ANNUAL VESTING
LESS THAN 10% STOCKHOLDER
PAYMENT WITH PREVIOUSLY OWNED STOCK
IPORUSSIA, INC.
2002 STOCK OPTION PLAN
INCENTIVE STOCK OPTION CONTRACT
THIS INCENTIVE STOCK OPTION CONTRACT entered into as of
_________________________ between IPORUSSIA, INC., a Delaware corporation (the
"Company"), and ________________________________________________ (the
"Optionee").
W I T N E S S E T H:
- - - - - - - - - -
1. The Company, subject to the terms and conditions of the 2002 Stock
Option Plan of the Company (the "Plan"), grants to the Optionee an option to
purchase an aggregate of _______ shares of the Common Stock, $.0001 par value
per share, of the Company ("Common Stock") at an exercise price of $_____ per
share, being at least equal to the fair market value of such shares of Common
Stock on the date hereof. This option is intended to constitute an incentive
stock option within the meaning of Section 422 of the Internal Revenue Code of
1986, as amended (the "Code"), although the Company makes no representation or
warranty as to such qualification.
2. The term of this option shall be _____ years from the date hereof,
subject to earlier termination as provided in the Plan. However, this option
shall not be exercisable until __________________________, at which time it
shall become exercisable as to _______ shares of Common Stock, and as to an
additional _______ shares of Common Stock on each of the next _________
anniversaries of the date hereof. The right to purchase shares of Common Stock
under this option shall be cumulative, so that if the full number of shares
purchasable in a period shall not be purchased, the balance may be purchased at
any time or from time to time thereafter, but not after the expiration of the
option. Notwithstanding the foregoing, in no event may a fraction of a share of
Common Stock be purchased under this option.
3. This option shall be exercised by giving written notice to the
Company at its then principal office, presently 12 Tompkins Avenue, Jericho, New
York 11753, Attention: President, stating that the Optionee is exercising the
option hereunder, specifying the number of shares being purchased and
accompanied by payment in full of the aggregate purchase price therefor (a) in
cash or by certified check, (b) with previously acquired shares of Common Stock
which have been held by the Optionee for at least six months valued as provided
in the Plan, or (c) a combination of the foregoing.
4. The Company and/or any Subsidiary may withhold cash and/or shares
of Common Stock to be issued to the Optionee in the amount which the Company
determines is necessary to satisfy its obligation to withhold taxes or other
amounts incurred by reason of the grant or exercise of this option or the
disposition of the underlying shares of Common Stock. Alternatively, the Company
may require the Optionee to pay the Company such amount in cash promptly upon
demand.
5. In the event of any disposition of the shares of Common Stock
acquired pursuant to the exercise of this option within two years from the date
hereof or one year from the date of transfer of such shares to him, the Optionee
shall notify the Company thereof in writing within 30 days after such
disposition. In addition, the Optionee shall provide the Company on demand with
such information as the Company shall reasonably request in connection with
determining the amount and character of the Optionee's income, the applicable
deduction and the obligation to withhold taxes or other amount incurred by
reason of such disqualifying disposition, including the amount thereof. The
Optionee shall pay the Company and/or the Subsidiary, as the case may be, in
cash on demand the amount, if any, which the Company determines is necessary to
satisfy such withholding obligation.
6. Notwithstanding the foregoing, this option shall not be exercisable
by the Optionee unless (a) a Registration Statement under the Securities Act of
1933, as amended (the "Securities Act") with respect to the shares of Common
Stock to be received upon the exercise of this option shall be effective and
current at the time of exercise or (b) there is an exemption from registration
under the Securities Act for the issuance of the shares of Common Stock upon
such exercise. The Optionee hereby represents and warrants to the Company that,
unless such a Registration Statement is effective and current at the time of
exercise of this option, the shares of Common Stock to be issued upon the
exercise of this option will be acquired by the Optionee for his own account,
for investment only and not with a view to the resale or distribution thereof.
In any event, the Optionee will notify the Company of any proposed resale of the
shares of Common Stock issued to him upon exercise of this option. If (i) the
Optionee is an "affiliate" of the Company within the meaning of the Securities
Act at the time of any such resale or (ii) at the time of exercise of this
option the shares issued were not subject to a current and effective
Registration Statement under the Securities Act covering their issuance, then
any subsequent resale or distribution of shares of Common Stock by the Optionee
will be made only pursuant to (x) a Registration Statement under the Securities
Act which, at the time of resale, is effective and current with respect to the
Optionee's sale of shares of Common Stock being sold, or (y) a specific
exemption from the registration requirements of the Securities Act, but in
claiming such exemption, the Optionee shall, prior to any offer of sale or sale
of such shares of Common Stock, provide the Company (unless waived by the
Company) with a favorable written opinion of counsel, in form and substance
satisfactory to the Company, as to the applicability of such exemption to the
proposed sale or distribution. Such representations and warranties shall also be
deemed to be made by the Optionee upon each exercise of this option. Nothing
herein shall be construed as requiring the Company to register the shares
subject to this option under the Securities Act.
-2-
7. Notwithstanding anything herein to the contrary, if at any time the
Company shall determine, in its discretion, that the listing or qualification of
the shares of Common Stock subject to this option on any securities exchange or
under any applicable law, or the consent or approval of any governmental
regulatory body, is necessary or desirable as a condition to, or in connection
with, the granting of an option or the issue of shares of Common Stock
hereunder, this option may not be exercised in whole or in part unless such
listing, qualification, consent or approval shall have been effected or obtained
free of any conditions not acceptable to the Company.
8. The Company may affix appropriate legends upon the certificates for
shares of Common Stock issued upon exercise of this option and may issue such
"stop transfer" instructions to its transfer agent in respect of such shares as
it determines, in its discretion, to be necessary or appropriate to (a) prevent
a violation of, or to perfect an exemption from, the registration requirements
of the Securities Act, (b) implement the provisions of the Plan or this Contract
or any other agreement between the Company and the Optionee with respect to such
shares of Common Stock, or (c) permit the Company to determine the occurrence of
a "disqualifying disposition," as described in Section 421(b) of the Code, of
the shares of Common Stock transferred upon the exercise of this option.
9. Nothing in the Plan or herein shall confer upon the Optionee any
right to continue in the employ of the Company, any Parent or any of its
Subsidiaries, or interfere in any way with any right of the Company, any Parent
or its Subsidiaries to terminate such employment at any time for any reason
whatsoever without liability to the Company, any Parent or any of its
Subsidiaries.
10. The Company and the Optionee agree that they will both be subject
to and bound by all of the terms and conditions of the Plan, receipt of a copy
of which is acknowledged by the Optionee and is made a part hereof. Any
capitalized term not defined herein shall have the meaning ascribed to it in the
Plan. In the event of a conflict between the terms of this Contract and the
terms of the Plan, the terms of the Plan shall govern.
11. The Optionee represents and agrees that he will comply with all
applicable laws relating to the Plan and the grant and exercise of this option
and the disposition of the shares of Common Stock acquired upon exercise of the
option, including without limitation, federal and state securities and "blue
sky" laws.
12. This option is not transferable by the Optionee otherwise than by
will or the laws of descent and distribution and may be exercised, during the
lifetime of the Optionee, only by the Optionee.
13. This Contract shall be binding upon and inure to the benefit of
any successor or assign of the Company and to any heir, distributee, executor,
administrator or legal representative entitled to the Optionee's rights
hereunder.
-3-
14. This Contract shall be governed by, and construed and enforced in
accordance with, the laws of the State of Delaware, without regard to the
conflicts of law rules thereof.
15. The invalidity or illegality of any provision herein shall not
affect the validity of any other provision.
16. The Optionee agrees that the Company may amend the Plan and the
options granted to the Optionee under the Plan, subject to the limitations
contained in the Plan.
IN WITNESS WHEREOF, the parties hereto have executed this Contract as
of the day and year first above written.
IPORUSSIA, INC.
By:
Vladimir F. Kuznetsov, President
, Optionee
Address
-4-
INCENTIVE STOCK OPTION
ANNUAL VESTING
OVER 10% STOCKHOLDER
PAYMENT WITH PREVIOUSLY OWNED STOCK
IPORUSSIA, INC.
2002 STOCK OPTION PLAN
INCENTIVE STOCK OPTION CONTRACT
THIS INCENTIVE STOCK OPTION CONTRACT entered into as of
_________________________ between IPORUSSIA, INC., a Delaware corporation (the
"Company"), and ________________________________________________ (the
"Optionee").
W I T N E S S E T H:
- - - - - - - - - -
1. The Company, subject to the terms and conditions of the 2002 Stock
Option Plan of the Company (the "Plan"), grants to the Optionee an option to
purchase an aggregate of _______ shares of the Common Stock, $.0001 par value
per share, of the Company ("Common Stock") at an exercise price of $_____ per
share, being at least equal to 110% of the fair market value of such shares of
Common Stock on the date hereof. This option is intended to constitute an
incentive stock option within the meaning of Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code"), although the Company makes no
representation or warranty as to such qualification.
2. The term of this option shall be five years from the date hereof,
subject to earlier termination as provided in the Plan. However, this option
shall not be exercisable until __________________________, at which time it
shall become exercisable as to _______ shares of Common Stock, and as to an
additional _______ shares of Common Stock on each of the next _________
anniversaries of the date hereof. The right to purchase shares of Common Stock
under this option shall be cumulative, so that if the full number of shares
purchasable in a period shall not be purchased, the balance may be purchased at
any time or from time to time thereafter, but not after the expiration of the
option. Notwithstanding the foregoing, in no event may a fraction of a share of
Common Stock be purchased under this option.
3. This option shall be exercised by giving written notice to the
Company at its then principal office, presently 12 Tompkins Avenue, Jericho, New
York 11753, Attention: President, stating that the Optionee is exercising the
option hereunder, specifying the number of shares being purchased and
accompanied by payment in full of the aggregate purchase price therefor (a) in
cash or by certified check, (b) with previously acquired shares of Common Stock
which have been held by the Optionee for at least six months valued as provided
in the Plan, or (c) a combination of the foregoing.
4. The Company and/or any Subsidiary may withhold cash and/or shares
of Common Stock to be issued to the Optionee in the amount which the Company
determines is necessary to satisfy its obligation to withhold taxes or other
amounts incurred by reason of the grant or exercise of this option or the
disposition of the underlying shares of Common Stock. Alternatively, the Company
may require the Optionee to pay the Company such amount in cash promptly upon
demand.
5. In the event of any disposition of the shares of Common Stock
acquired pursuant to the exercise of this option within two years from the date
hereof or one year from the date of transfer of such shares to him, the Optionee
shall notify the Company thereof in writing within 30 days after such
disposition. In addition, the Optionee shall provide the Company on demand with
such information as the Company shall reasonably request in connection with
determining the amount and character of the Optionee's income, the applicable
deduction and the obligation to withhold taxes or other amount incurred by
reason of such disqualifying disposition, including the amount thereof. The
Optionee shall pay the Company and/or the Subsidiary, as the case may be, in
cash on demand the amount, if any, which the Company determines is necessary to
satisfy such withholding obligation.
6. Notwithstanding the foregoing, this option shall not be exercisable
by the Optionee unless (a) a Registration Statement under the Securities Act of
1933, as amended (the "Securities Act") with respect to the shares of Common
Stock to be received upon the exercise of this option shall be effective and
current at the time of exercise or (b) there is an exemption from registration
under the Securities Act for the issuance of the shares of Common Stock upon
such exercise. The Optionee hereby represents and warrants to the Company that,
unless such a Registration Statement is effective and current at the time of
exercise of this option, the shares of Common Stock to be issued upon the
exercise of this option will be acquired by the Optionee for his own account,
for investment only and not with a view to the resale or distribution thereof.
In any event, the Optionee will notify the Company of any proposed resale of the
shares of Common Stock issued to him upon exercise of this option. If (i) the
Optionee is an "affiliate" of the Company within the meaning of the Securities
Act at the time of any such resale or (ii) at the time of exercise of this
option the shares issued were not subject to a current and effective
Registration Statement under the Securities Act covering their issuance, then
any subsequent resale or distribution of shares of Common Stock by the Optionee
will be made only pursuant to (x) a Registration Statement under the Securities
Act which, at the time of resale, is effective and current with respect to the
Optionee's sale of shares of Common Stock being sold, or (y) a specific
exemption from the registration requirements of the Securities Act, but in
claiming such exemption, the Optionee shall, prior to any offer of sale or sale
of such shares of Common Stock, provide the Company (unless waived by the
Company) with a favorable written opinion of counsel, in form and substance
satisfactory to the Company, as to the applicability of such exemption to the
proposed sale or distribution. Such representations and warranties shall also be
deemed to be made by the Optionee upon each exercise of this option. Nothing
herein shall be construed as requiring the Company to register the shares
subject to this option under the Securities Act.
-2-
7. Notwithstanding anything herein to the contrary, if at any time the
Company shall determine, in its discretion, that the listing or qualification of
the shares of Common Stock subject to this option on any securities exchange or
under any applicable law, or the consent or approval of any governmental
regulatory body, is necessary or desirable as a condition to, or in connection
with, the granting of an option or the issue of shares of Common Stock
hereunder, this option may not be exercised in whole or in part unless such
listing, qualification, consent or approval shall have been effected or obtained
free of any conditions not acceptable to the Company.
8. The Company may affix appropriate legends upon the certificates for
shares of Common Stock issued upon exercise of this option and may issue such
"stop transfer" instructions to its transfer agent in respect of such shares as
it determines, in its discretion, to be necessary or appropriate to (a) prevent
a violation of, or to perfect an exemption from, the registration requirements
of the Securities Act, (b) implement the provisions of the Plan or this Contract
or any other agreement between the Company and the Optionee with respect to such
shares of Common Stock, or (c) permit the Company to determine the occurrence of
a "disqualifying disposition," as described in Section 421(b) of the Code, of
the shares of Common Stock transferred upon the exercise of this option.
9. Nothing in the Plan or herein shall confer upon the Optionee any
right to continue in the employ of the Company, any Parent or any of its
Subsidiaries, or interfere in any way with any right of the Company, any Parent
or its Subsidiaries to terminate such employment at any time for any reason
whatsoever without liability to the Company, any Parent or any of its
Subsidiaries.
10. The Company and the Optionee agree that they will both be subject
to and bound by all of the terms and conditions of the Plan, receipt of a copy
of which is acknowledged by the Optionee and is made a part hereof. Any
capitalized term not defined herein shall have the meaning ascribed to it in the
Plan. In the event of a conflict between the terms of this Contract and the
terms of the Plan, the terms of the Plan shall govern.
11. The Optionee represents and agrees that he will comply with all
applicable laws relating to the Plan and the grant and exercise of this option
and the disposition of the shares of Common Stock acquired upon exercise of the
option, including without limitation, federal and state securities and "blue
sky" laws.
12. This option is not transferable by the Optionee otherwise than by
will or the laws of descent and distribution and may be exercised, during the
lifetime of the Optionee, only by the Optionee.
13. This Contract shall be binding upon and inure to the benefit of
any successor or assign of the Company and to any heir, distributee, executor,
administrator or legal representative entitled to the Optionee's rights
hereunder.
-3-
14. This Contract shall be governed by, and construed and enforced in
accordance with, the laws of the State of Delaware, without regard to the
conflicts of law rules thereof.
15. The invalidity or illegality of any provision herein shall not
affect the validity of any other provision.
16. The Optionee agrees that the Company may amend the Plan and the
options granted to the Optionee under the Plan, subject to the limitations
contained in the Plan.
IN WITNESS WHEREOF, the parties hereto have executed this Contract as
of the day and year first above written.
IPORUSSIA, INC.
By:
Vladimir F. Kuznetsov, President
, Optionee
Address
-4-
NON-QUALIFIED STOCK OPTION
ANNUAL VESTING
PAYMENT WITH CASH ONLY
IPORUSSIA, INC.
2002 STOCK OPTION PLAN
NON-QUALIFIED STOCK OPTION CONTRACT
THIS NON-QUALIFIED STOCK OPTION CONTRACT entered into as of
______________________________ between IPORUSSIA, INC., a Delaware corporation
(the "Company"), and _________________________________________________ (the
"Optionee").
W I T N E S S E T H:
1. The Company, subject to the terms and conditions of the 2002 Stock
Option Plan of the Company (the "Plan"), grants to the Optionee an option to
purchase an aggregate of _______ shares of the Common Stock, $.0001 par value
per share, of the Company ("Common Stock") at an exercise price of $_______ per
share, being at least equal to the fair market value of such shares of Common
Stock on the date hereof. This option is not intended to constitute an incentive
stock option within the meaning of Section 422 of the Internal Revenue Code of
1986, as amended (the "Code").
2. The term of this option shall be _____ years from the date hereof,
subject to earlier termination as provided in the Plan. However, this option
shall not be exercisable until ________________________________, at which time
it shall become exercisable as to _______ shares of Common Stock, and as to an
additional _______ shares of Common Stock on each of the next __________
anniversaries of the date hereof. The right to purchase shares of Common Stock
under this option shall be cumulative, so that if the full number of shares
purchasable in a period shall not be purchased, the balance may be purchased at
any time or from time to time thereafter, but not after the expiration of the
option. Notwithstanding the foregoing, in no event may a fraction of a share of
Common Stock be purchased under this option.
3. This option shall be exercised by giving written notice to the
Company at its then principal office, presently 12 Tompkins Avenue, Jericho, New
York 11753, Attention: President, stating that the Optionee is exercising the
option hereunder, specifying the number of shares being purchased and
accompanied by payment in full of the aggregate purchase price therefor in cash
or by certified check.
4. The Company and/or any Subsidiary may withhold cash and/or shares
of Common Stock to be issued to the Optionee in the amount which the Company
determines is necessary to satisfy its obligation to withhold taxes or other
amounts incurred by reason of the grant or exercise of this option or the
disposition of the underlying shares of Common Stock. Alternatively, the Company
may require the Optionee to pay the Company such amount in cash promptly upon
demand.
5. Notwithstanding the foregoing, this option shall not be exercisable
by the Optionee unless (a) a Registration Statement under the Securities Act of
1933, as amended (the "Securities Act") with respect to the shares of Common
Stock to be received upon the exercise of this option shall be effective and
current at the time of exercise or (b) there is an exemption from registration
under the Securities Act for the issuance of the shares of Common Stock upon
such exercise. The Optionee hereby represents and warrants to the Company that,
unless such a Registration Statement is effective and current at the time of
exercise of this option, the shares of Common Stock to be issued upon the
exercise of this option will be acquired by the Optionee for his own account,
for investment only and not with a view to the resale or distribution thereof.
In any event, the Optionee will notify the Company of any proposed resale of the
shares of Common Stock issued to him upon exercise of this option. If (i) the
Optionee is an "affiliate" of the Company within the meaning of the Securities
Act at the time of any such resale or (ii) at the time of exercise of this
option the shares issued were not subject to a current and effective
Registration Statement under the Securities Act covering their issuance, then
any subsequent resale or distribution of shares of Common Stock by the Optionee
will be made only pursuant to (x) a Registration Statement under the Securities
Act which, at the time of resale, is effective and current with respect to the
Optionee's sale of shares of Common Stock being sold, or (y) a specific
exemption from the registration requirements of the Securities Act, but in
claiming such exemption, the Optionee shall, prior to any offer of sale or sale
of such shares of Common Stock, provide the Company (unless waived by the
Company) with a favorable written opinion of counsel, in form and substance
satisfactory to the Company, as to the applicability of such exemption to the
proposed sale or distribution. Such representations and warranties shall also be
deemed to be made by the Optionee upon each exercise of this option. Nothing
herein shall be construed as requiring the Company to register the shares
subject to this option under the Securities Act.
6. Notwithstanding anything herein to the contrary, if at any time the
Company shall determine, in its discretion, that the listing or qualification of
the shares of Common Stock subject to this option on any securities exchange or
under any applicable law, or the consent or approval of any governmental
regulatory body, is necessary or desirable as a condition to, or in connection
with, the granting of an option or the issue of shares of Common Stock
hereunder, this option may not be exercised in whole or in part unless such
listing, qualification, consent or approval shall have been effected or obtained
free of any conditions not acceptable to the Company.
-2-
7. The Company may affix appropriate legends upon the certificates for
shares of Common Stock issued upon exercise of this option and may issue such
"stop transfer" instructions to its transfer agent in respect of such shares as
it determines, in its discretion, to be necessary or appropriate to (a) prevent
a violation of, or to perfect an exemption from, the registration requirements
of the Securities Act or (b) implement the provisions of the Plan or this
Contract or any other agreement between the Company and the Optionee with
respect to such shares of Common Stock.
8. Nothing in the Plan or herein shall confer upon the Optionee any
right to continue in the employ of the Company, any Parent or any of its
Subsidiaries, or interfere in any way with any right of the Company, any Parent
or its Subsidiaries to terminate such employment at any time for any reason
whatsoever without liability to the Company, any Parent or any of its
Subsidiaries.
9. The Company and the Optionee agree that they will both be subject
to and bound by all of the terms and conditions of the Plan, receipt of a copy
of which is acknowledged by the Optionee and is made a part hereof. Any
capitalized term not defined herein shall have the meaning ascribed to it in the
Plan. In the event of a conflict between the terms of this Contract and the
terms of the Plan, the terms of the Plan shall govern.
10. The Optionee represents and agrees that he will comply with all
applicable laws relating to the Plan and the grant and exercise of this option
and the disposition of the shares of Common Stock acquired upon exercise of the
option, including without limitation, federal and state securities and "blue
sky" laws.
11. This option is not transferable by the Optionee otherwise than by
will or the laws of descent and distribution and may be exercised, during the
lifetime of the Optionee, only by the Optionee.
12. This Contract shall be binding upon and inure to the benefit of
any successor or assign of the Company and to any heir, distributee, executor,
administrator or legal representative entitled to the Optionee's rights
hereunder.
13. This Contract shall be governed by, and construed and enforced in
accordance with, the laws of the State of Delaware, without regard to the
conflicts of law rules thereof.
14. The invalidity or illegality of any provision herein shall not
affect the validity of any other provision.
15. The Optionee agrees that the Company may amend the Plan and the
options granted to the Optionee under the Plan, subject to the limitations
contained in the Plan.
-3-
IN WITNESS WHEREOF, the parties hereto have executed this Contract as
of the day and year first above written.
IPORUSSIA, INC.
By:
Vladimir F. Kuznetsov, President
, Optionee
Address
-4-
NON-QUALIFIED STOCK OPTION
ANNUAL VESTING
PAYMENT WITH PREVIOUSLY OWNED STOCK
IPORUSSIA, INC.
2002 STOCK OPTION PLAN
NON-QUALIFIED STOCK OPTION CONTRACT
THIS NON-QUALIFIED STOCK OPTION CONTRACT entered into as of
______________________________ between IPORUSSIA, INC., a Delaware corporation
(the "Company"), and _________________________________________________ (the
"Optionee").
W I T N E S S E T H:
1. The Company, subject to the terms and conditions of the 2002 Stock
Option Plan of the Company (the "Plan"), grants to the Optionee an option to
purchase an aggregate of _______ shares of the Common Stock, $.001 par value per
share, of the Company ("Common Stock") at an exercise price of $_______ per
share, being at least equal to the fair market value of such shares of Common
Stock on the date hereof. This option is not intended to constitute an incentive
stock option within the meaning of Section 422 of the Internal Revenue Code of
1986, as amended (the "Code").
2. The term of this option shall be _____ years from the date hereof,
subject to earlier termination as provided in the Plan. However, this option
shall not be exercisable until ________________________________, at which time
it shall become exercisable as to _______ shares of Common Stock, and as to an
additional _______ shares of Common Stock on each of the next __________
anniversaries of the date hereof. The right to purchase shares of Common Stock
under this option shall be cumulative, so that if the full number of shares
purchasable in a period shall not be purchased, the balance may be purchased at
any time or from time to time thereafter, but not after the expiration of the
option. Notwithstanding the foregoing, in no event may a fraction of a share of
Common Stock be purchased under this option.
3. This option shall be exercised by giving written notice to the
Company at its then principal office, presently 12 Tompkins Avenue, Jericho, New
York 11753, Attention: President, stating that the Optionee is exercising the
option hereunder, specifying the number of shares being purchased and
accompanied by payment in full of the aggregate purchase price therefor (a) in
cash or by certified check, (b) with previously acquired shares of Common Stock
which have been held by the Optionee for at least six months valued as provided
in the Plan, or (c) a combination of the foregoing.
4. The Company and/or any Subsidiary may withhold cash and/or shares
of Common Stock to be issued to the Optionee in the amount which the Company
determines is necessary to satisfy its obligation to withhold taxes or other
amounts incurred by reason of the grant or exercise of this option or the
disposition of the underlying shares of Common Stock. Alternatively, the Company
may require the Optionee to pay the Company such amount in cash promptly upon
demand.
5. Notwithstanding the foregoing, this option shall not be exercisable
by the Optionee unless (a) a Registration Statement under the Securities Act of
1933, as amended (the "Securities Act") with respect to the shares of Common
Stock to be received upon the exercise of this option shall be effective and
current at the time of exercise or (b) there is an exemption from registration
under the Securities Act for the issuance of the shares of Common Stock upon
such exercise. The Optionee hereby represents and warrants to the Company that,
unless such a Registration Statement is effective and current at the time of
exercise of this option, the shares of Common Stock to be issued upon the
exercise of this option will be acquired by the Optionee for his own account,
for investment only and not with a view to the resale or distribution thereof.
In any event, the Optionee will notify the Company of any proposed resale of the
shares of Common Stock issued to him upon exercise of this option. If (i) the
Optionee is an "affiliate" of the Company within the meaning of the Securities
Act at the time of any such resale or (ii) at the time of exercise of this
option the shares issued were not subject to a current and effective
Registration Statement under the Securities Act covering their issuance, then
any subsequent resale or distribution of shares of Common Stock by the Optionee
will be made only pursuant to (x) a Registration Statement under the Securities
Act which, at the time of resale, is effective and current with respect to the
Optionee's sale of shares of Common Stock being sold, or (y) a specific
exemption from the registration requirements of the Securities Act, but in
claiming such exemption, the Optionee shall, prior to any offer of sale or sale
of such shares of Common Stock, provide the Company (unless waived by the
Company) with a favorable written opinion of counsel, in form and substance
satisfactory to the Company, as to the applicability of such exemption to the
proposed sale or distribution. Such representations and warranties shall also be
deemed to be made by the Optionee upon each exercise of this option. Nothing
herein shall be construed as requiring the Company to register the shares
subject to this option under the Securities Act.
6. Notwithstanding anything herein to the contrary, if at any time the
Company shall determine, in its discretion, that the listing or qualification of
the shares of Common Stock subject to this option on any securities exchange or
under any applicable law, or the consent or approval of any governmental
regulatory body, is necessary or desirable as a condition to, or in connection
with, the granting of an option or the issue of shares of Common Stock
hereunder, this option may not be exercised in whole or in part unless such
listing,
-2-
qualification, consent or approval shall have been effected or obtained free of
any conditions not acceptable to the Company.
7. The Company may affix appropriate legends upon the certificates for
shares of Common Stock issued upon exercise of this option and may issue such
"stop transfer" instructions to its transfer agent in respect of such shares as
it determines, in its discretion, to be necessary or appropriate to (a) prevent
a violation of, or to perfect an exemption from, the registration requirements
of the Securities Act or (b) implement the provisions of the Plan or this
Contract or any other agreement between the Company and the Optionee with
respect to such shares of Common Stock.
8. Nothing in the Plan or herein shall confer upon the Optionee any
right to continue in the employ of the Company, any Parent or any of its
Subsidiaries, or interfere in any way with any right of the Company, any Parent
or its Subsidiaries to terminate such employment at any time for any reason
whatsoever without liability to the Company, any Parent or any of its
Subsidiaries.
9. The Company and the Optionee agree that they will both be subject
to and bound by all of the terms and conditions of the Plan, receipt of a copy
of which is acknowledged by the Optionee and is made a part hereof. Any
capitalized term not defined herein shall have the meaning ascribed to it in the
Plan. In the event of a conflict between the terms of this Contract and the
terms of the Plan, the terms of the Plan shall govern.
10. The Optionee represents and agrees that he will comply with all
applicable laws relating to the Plan and the grant and exercise of this option
and the disposition of the shares of Common Stock acquired upon exercise of the
option, including without limitation, federal and state securities and "blue
sky" laws.
11. This option is not transferable by the Optionee otherwise than by
will or the laws of descent and distribution and may be exercised, during the
lifetime of the Optionee, only by the Optionee.
12. This Contract shall be binding upon and inure to the benefit of
any successor or assign of the Company and to any heir, distributee, executor,
administrator or legal representative entitled to the Optionee's rights
hereunder.
13. This Contract shall be governed by, and construed and enforced in
accordance with, the laws of the State of Delaware, without regard to the
conflicts of law rules thereof.
14. The invalidity or illegality of any provision herein shall not
affect the validity of any other provision.
-3-
15. The Optionee agrees that the Company may amend the Plan and the
options granted to the Optionee under the Plan, subject to the limitations
contained in the Plan.
IN WITNESS WHEREOF, the parties hereto have executed this Contract as
of the day and year first above written.
IPORUSSIA, INC.
By:
Vladimir F. Kuznetsov, President
, Optionee
Address
-4-
EXHIBIT 10.7
AGREEMENT ON RENT OF PROPERTY # 474/1
Moscow , 12th of January, 2005.
Limited Liability Company "Deylis-M" (hereinafter referred to as "the Lessor"),
represented by Tikhonov A.U., vice-president, acting in accordance with power of
attorney of 01.04.04, on one hand, and IPORUSSIA Inc. (hereinafter referred to
as "the Company"), represented by Kuznetsov V.F., acting in accordance with
power of attorney of 18.12.04, on the other hand, conclude this Agreement
concerning the following.
1. SUBJECT OF AGREEMENT
1.1. The Lessor provides the Company, for pecuniary reward, with
movable property temporarily at his disposal. The exact item list is contained
in the Appendix (1)1. The object of rent is hereinafter referred to as "the
Property".
The property is being rented to provide the Company's staff with work
equipment.
1.2. The Lessor commits himself to provide the Company with the
Property no later than the 13th of January 2005.
In case of delay by the Executor to provide the Property, the day of
termination of current Agreement is prolongated for a number of days equal to
the delay. A delay of more than 10 days by the Executor to provide the Property
is ground for one-sided dissolution of current Agreement by the Company.
1.3. The parties have agreed that the document defining the Property is
the Appendix (1)1 to the current Agreement. The same document acts as proof that
the property listed has been received by the Company. Therefore the Appendix
(1)1 is an inextricable part of current Agreement.
1.4. The parties are allowed to change the list of property while the
Agreement is in power. This is registered in the Appendix (1)1 as an addition to
the current Agreement, acting as proof that the property listed has been
received by the company.
1.5. The Lessor guarantees that the Property to be rented is in his
full possession at the moment of conclusion of current Agreement and it is in
his rights to lease it to the Company. He also guarantees that the Property is
not rented at the moment of conclusion of current Agreement. The Lessor also
guarantees that the Property is not currently under arrest.
1.6. The Property is in satisfactory shape to the moment of conclusion
of current Agreement, meets the requirements normally put for such types of
property, except where specially indicated in the Appendix (1)1.
1.7. Any documents shipped with the Property (i.e. technical passports,
certificates, etc.) are not forwarded to the Company unless specially indicated
in the Appendix (1)1.
2. GENERAL CONDITIONS OF AGREEMENT
2.1. At no time can the Company lease the Property to a third party, to
delegate their right to exploit the Property, to give away the Property
temporarily or permanently, to anyhow transfer the Property so that it would
change ownership. The Company must use the Property solely in the manner it was
designed for.
2.2. The Lessor bears no responsibility for defects in the Property
that were made known to the Company or were to be discovered upon appraisal of
the Property preceding the signing of current Agreement, even if such defects
did not appear in Appendix (1)1.
2.3. The Lessor agrees to provide the Company with said Property to the
date set in Article 1.2. of current Agreement and give access to the Property to
the employees and visitors of the Company during the Lessor's working hours,
which are set by the Lessor.
2.4. The Property is placed by the Lessor at office (1)116 at the
Lessor's office center situated in Moscow, 3rd Pavlovsky Pereulok, 57. The
Company cannot move the Property outside the office but is free to rearrange it
as he sees fits. It is possible, however, to move the Property to another office
in the office center by consensual agreement between the parties to provide the
Company with another workplace should he need it. Moving the Property without
consent of the Lessor is not permitted.
The rooms in which the Property is situated remain in possession of the
Lessor and do not come into possession of the Company. The use of the rooms and
adjacent spaces of the office center (i.e. the offices, smoking rooms, closets,
storerooms) is regulated by the Lessor.
2.5. The Company agrees to use the Property and pay monthly rent only
in the manner specified in this Agreement and the Appendix (1)1.
2.6. In the event that the Property becomes damaged or lost the Company
must notify the Lessor immediately. Should the Company be found responsible for
damage or loss of the Property, the Company agrees to cover the cost of the
Property in terms set by the Lessor.
2.7. The Company is to return the Property to the Lessor after
expiration of current Agreement in the same working condition as it was
presented to the Company (normal deterioration taken into acount).
2.8. This Agreement is subject to change with consent of both parties.
This Agreement may be dissolved with consent from both parties. The party
desiring to dissolve the Agreement is due to inform the second party 30 days in
advance of its decision to dissolve or change the Agreement.
In the event that the Company stopped the use of the Property, but did
not inform the Executor of such decision, and did not return the Property
following the legal procedure, the Executor is free to recover the penalty
amounting to the security deposit prepaid by the Company.
2.9. The Agreement may be dissolved in the appropriate manner and on
grounds of Russian Federation Civil Code.
2.10. Any changes or additions to current Agreement come into power
upon signing unless stated otherwise.
3. ON COMPENSATION AND METHODS OF SETTLEMENTS
3.1. The cost of rent of Property leased to the Company by the Lessor
amounts to $2300 per month, VAT included. The cost is recalculated and paid in
rubles and amounts to the Russian Federation Central bank dollar rate +2% on the
day of payment. "The day of payment" is either the day the payment in cash was
made at the Lessor's cash desk or the day the Lessor's bank accepted the payment
voucher or credit note.
3.2. The rent payment is due every month on the day no later than the
17th day of the month preceding the one paid for. The first payment therefore is
due no later than the 17th of January 2005.
In case the 17th of January is not a working day the parties have
agreed that the working day preceding the 17th day of month to be the last day
the rent payment for the following month is due.
In case the Property is presented to the Company on a day other than
the 1st day of month, the rent for that month is partial - for the remaining
part of the month.
3.3. In case the Company fails to pay the rent on time, the Company is
charged with amounting to 3% of the sum due per each day of delay. The fine is
charged for every day beginning with the 18th day of the month when the payment
is due, except for the first month when the fine is charged for every day after
the date set in the Article 3.2.
3.4. The amount of the rent payment is subject to change with consent
form both parties. 3.5. The Articles setting the amount of rent payment and of
the terms it is due are essential. 3.6. In case the Company fails to pay the
rent in 8 days the Lessor is free to stop the provision of services as specified
in the Agreement (1)474/2 of the 12th of January 2005, after notifying the
Company 1 day in advance. Moreover, the Lessor may fine the Company with the sum
of the security deposit (set in the Article 4.7.).
4.SPECIAL CONDITIONS.
4.1. The Company's obligation to pay the rent (Articles 3.1. and 3.2.)
and to pay the fine (Article 3.3.) and penal sum (Articles 3.6. and 4.6.) are
insured by security deposit as is ratified by the "Agreement on security
deposit" of the 12th of January 2005.
4.2. The Company is to provide the Lessor no later than on the day of
signing of current Agreement with the copies of the following documents:
- Shareholders agreement to create the Company (open an office,
branch, subsidiary).
- Bylaws
- Governmental registration of the Company (branch, subsidiary)
- Passports of the shareholders
- Board decision of appointment of director (or any other
Company official)
- Full banking particulars
- Statistical committee letters
4.3. On issues not covered in current Agreement the parties are to act
on basis regulated by the standing law of Russian Federation.
4.4. All issues and disagreements between parties on carriage, changes
or dissolution of the Agreement are to be resolved through negotiations. In the
event that the parties fail to come to a solution, the affair is to be taken to
the Moscow Arbitrary court as is prescribed by the standing law of Russian
Federation.
4.5. This Agreement comes into effect upon signing by both parties and
lasts until the 31th of January 2006.
4.6. In case the Agreement is dissolved during the 3-months period
under the Company's initiative or due to the Company's violation of the
essential Articles of the Agreement, the Company must pay fine amounting to the
security deposit (Article 4.1.).
4.7. In case the Company violates any essential Article of current
Agreement, the Lessor notifies the Company in written form of such violation. If
the Company fails to redeem its actions to conform with the Articles of current
Agreement in two days since receiving a written notification, the Lessor is free
to suspend the Company's access to the offices in which the rented Property is
located, as well as to dissolve current Agreement following legal procedure.
LEGAL ADDRESSES AND BANKING PARTICULARS OF THE PARTIES:
EXECUTOR COMPANY
"Deilis-M", LLC IPORUSSIA, Inc.
17 Ferganskaya ul., Moscow, 109444 12 Tompkins Ave, Jericho, New York 11753
Taxpayer ID No. 7721252991 United States of America
Account No. 40702810700001015605 Tel. (516) 937-6600
at "IMPEXBANK", Inc. external office Fax: (516) 681-3900
"Gulebino", Moscow.
Corr. Account No. 30101810400000000788
Bank Identifier Code 044525788
SIGNED BY:
THE EXECUTOR THE COMPANY
EXHIBIT 10.8
AGREEMENT # 474/2 ON PROVISION OF SERVICES
Moscow , 12th of January, 2005.
Limited Liability Company "Deylis-M" (hereinafter referred to as "the
Executor"), represented by Tikhonov A.U., vice-president, acting in accordance
with power of attorney of 01.04.04, on one hand, and IPORUSSIA Inc. (hereinafter
referred to as "the Company"), represented by Kuznetsov V.F., acting in
accordance with power of attorney of 18.12.04, on the other hand, conclude this
Agreement concerning the following:
1. SUBJECT OF AGREEMENT
1.1. The Executor commits himself to provide the Company with his services
(based upon the list of services included in this Agreement), and the Company
agrees to accept and compensate the costs of services provided.
1.2. The range of services provided by the Executor in the premises of his
office center includes:
1) constant services:
- Technical support of all property leased to the Company by the contract
of tenancy.
- Organizing check-point admittance procedure in the office center for the
Company employees and visitors.
- Organizing professional security systems.
- Organizing internal, local, long-distance digital electronic telephone
and internet connection.
- Providing the office center address as the Company's postal address,
mail receiving.
- Cleaning and repairment works on the premises rented by the Company.
- Photocopying services of the copy machine put for general use in the
office center.
- Providing business lunch restaurant in the office center.
2) additional services provided upon request from the Company: - Professional
translators services - Marketing services - Attorney services
- Assistance in registration of legal entities and objects, transactions
with immovable property
- Providing legal address - Freight service including loading and
unloading.
This list of services offered may expand. The updated list of currently
available services, costs, terms and conditions of their use is available at the
administrator's desk in the office center.
2. GENERAL CONDITIONS OF AGREEMENT
2.1. The list of constant services stated in Article 1.2. of current
Agreement is permanently available to the Company while this Agreement is in
effect.
The date the services become available - the 13th of January 2005.
2.2. The Company is free to order additional services provided by the
Executor. The request is registered at the administrator's desk. The Executors
accepts or schedules the request according to his current resources. The cost of
each additional service is added to the order account registered under the same
number as this Agreement, which the Company covers monthly. Any additional
service may be pre-paid or paid upon termination of the service.
2.3. In case the request was not satisfied by the Executor on due to the
Company's fault, the service is still required to be paid for in full measure
(on grounds of paragraph 2 article 781 of Russian Federation Civil Code).
2.4. The Executor is free to forward or resell the request for services to a
third party.
2.5. The cost of services listed in Article 2.1. is determined by the
Executor. In case the costs change the Executor is due to inform the Company at
least 20 days in advance.
2.6. The Company is free to check the list of services at the administrators
desk in the office center.
2.7. In the event that the Company fails to cover the costs of services
during the period of 10 days from the day the bill is presented, the Executor is
free to terminate all services listed in this Agreement on grounds of Paragraph
1 Article 719 of Russian Federation Civil Code.
2.8. This Agreement is subject to change with consent of both parties. This
Agreement may be dissolved by any of the two parties in the appropriate manner
and on grounds of Russian Federation Civil Code. The party desiring to dissolve
the Agreement is due to inform the second party 30 days in advance of its
decision to dissolve or change the Agreement. In case the Company did not inform
the Executor of such decision, the Executor is free to recover the penalty
amounting to the security deposit prepaid by the Company.
2.9. The Executor organizes nourishment and professional security guard posts
as an agent of the Company on behalf and at the expense of the Company. The
commission charge amounts to 3$ per month. The remuneration and compensation of
expenses of the agent is included in the sum in Article 3.1. of current
Agreement and is covered by the terms and conditions of the Agreement. No
written reports form the agent are provided.
Communication lines (telephone, internet) are provided by the Executor as an
agent of digital network operator.
2.10. Any mutual agreements of both parties on changing or dissolving current
Agreement come into effect on the day of their ratification by both parties.
3. ON COMPENSATION AND METHODS OF SETTLEMENTS
3.1. The cost of services provided constantly to the Company by the Executor
(Article 1.2. of current Agreement) amounts to 770$ per month, VAT included. The
cost is recalculated and paid in rubles and amounts to the Russian Federation
Central bank dollar rate +2% on the day of payment. "The day of payment" is
either the day the payment in cash was made at the Executor's cash desk or the
day the Executor's bank accepted the payment voucher or credit note.
3.2. The payment of services performed including long-distance phone calls is
due to be covered in 3 banking days since the delivery of monthly payment bill,
unless stated otherwise in the Article 2.2. of current Agreement.
The Executor is due to present the Company with the bill no later than the
second day of the month following the month the billing covers.
3.3. In case the Company fails to pay the bill during the period stated in
Article 3.2. of current Agreement due to Company's deviation from accepting the
bill or any other fault, the Company is due to pay fine amounting to 3% of the
sum due per each day of delay. The fine is charged every day beginning with the
6th day of the month when the payment is due.
4.SPECIAL CONDITIONS
4.1. The Company's obligation to pay the bill (Articles 3.1. and 3.2.) and to
pay the fine (Article 3.3.) and penal sum (Articles 2.8. and 4.2.) are insured
by the prepaid security deposit as is ratified by the "Agreement on security
deposit" of the 12th of January 2005.
4.2. In case the Company fails to pay the bill in 8 days the Executor is free
to stop the provision of services listed in this Agreement after notifying the
Company 1 day in advance. Failure to comply with obligations to pay the bills in
the following 2 days is ground for one-sided dissolution of current Agreement by
the Executor and fining the Company with the sum of the security deposit
(Article 4.1.).
4.3. On issues not covered in current Agreement the parties are to act on
basis regulated by the standing law of Russian Federation.
4.4. All issues and disagreements between parties related to provision of
services or with changes or dissolution of the Agreement are to be resolved
through negotiations. In the event that the parties fail to come to a solution,
the affair is to be taken to the Moscow Arbitrary court as is prescribed by the
standing law of Russian Federation.
4.5. This Agreement comes into effect upon signing by both parties and lasts
until the 31st of January 2006.
LEGAL ADDRESSES AND BANKING PARTICULARS OF THE PARTIES
EXECUTOR COMPANY
"DEYLIS-M", LLC IPORUSSIA, Inc.
17 Ferganskaya ul., Moscow, 109444 12 Tompkins Ave, Jericho, New York 11753
Taxpayer ID No. 7721252991 United States of America
Account No. 40702810700001015605 Tel. (516) 937-6600
at "IMPEXBANK", Inc. external office Fax: (516) 681-3900
"Gulebino", Moscow.
Corr. Account No. 30101810400000000788
Bank Identifier Code 044525788
SIGNED BY:
THE EXECUTOR THE COMPANY
EXHIBIT 21
SUBSIDIARY OF THE COMPANY
IPOR CAPITAL, LLC.
EXHIBIT 31.1
CERTIFICATIONS
I, Vladimir F. Kuznetsov, certify that:
1. I have reviewed this Annual Report on Form 10-KSB of IPORUSSIA, INC.;
2. Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
(b) Evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and
(c) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's most
recent fiscal quarter (the registrant's fourth fiscal quarter in the case
of an annual report) that has materially affected, or is reasonably likely
to materially affect, the registrant's internal control over financial
reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of the registrant's board
of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control
over financial reporting.
Date: March 29, 2005
/s/ Vladimir F. Kuznetsov
-----------------------------
Vladimir F. Kuznetsov
President
(Principal Executive Officer)
EXHIBIT 31.2
CERTIFICATIONS
I, Leonard W. Suroff, certify that:
1. I have reviewed this Annual Report on Form 10-KSB of IPORUSSIA, INC.;
2. Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
(b) Evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and
(c) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's most
recent fiscal quarter (the registrant's fourth fiscal quarter in the case
of an annual report) that has materially affected, or is reasonably likely
to materially affect, the registrant's internal control over financial
reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of the registrant's board
of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control
over financial reporting.
March 29, 2005
/s/ Leonard W. Suroff
-----------------------------
Leonard W. Suroff
Treasurer
(Principal Financial Officer)
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of IPORUSSIA, INC. (the "Company") on Form
10-KSB for the year ended December 31, 2004, as filed with the Securities and
Exchange Commission on the date hereof (the "Report"), I, Vladimir F.
Kuznetsov, Principal Executive Officer of the Company, certify, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002 that, to the best of my knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities and Exchange Act of 1934; and
(2) The information contained int he Report fairly presents, in all
material of the respects, the financial condition and results of
operations of the Company.
March 29, 2005
/s/ Vladimir F. Kuznetsov
---------------------------
Vladimir F. Kuznetsov
Principal Executive Officer
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of IPO RUSSIA, INC. (the "Company") on Form
10-KSB for the year ended December 31, 2004, as filed with the Securities and
Exchange Commission on the date hereof (the "Report"), I Leonard W. Suroff,
Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002 that, to the best of my knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities and Exchange Act of 1934; and
(2) The information contained int he Report fairly presents, in all
material of the respects, the financial condition and results of
operations of the Company.
March 29, 2005
/s/ Leonard W. Suroff
---------------------------
Leonard W. Suroff
Principal Financial Officer
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