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Gold/Mining/Energy : Sideware Systems - SYD.u/V, SDWSF -- Ignore unavailable to you. Want to Upgrade?

To: jocko who wrote (4411)	11/14/1999 6:57:00 PM
From: KrisCo	Read Replies (1) \| Respond to of 6076

Tax Position Evaluation of Sideware Jocko, I'm Back! I sat for the CBI exam Saturday. I am now a Certified Business Intermediary (CBI)! A CBI is what you wished your Lawyer, CPA or Broker was when he advised you on the fair value of a business that you are interested in investing in or buying totally. Imagine my surprise when I got back and read the Sideware F1. The tests I just took included course material on raising the tax efficiency of business transfers. With this F1 announcement Sideware is now a model structure for some very esoteric tax structures. The Canadian and Barbados Corporation structure is the type that is currently used by the top 5% of corporations in America today for tax purposes. It indicates to me that Sideware has some sophisticated tax advice in preparation for some significant anticipated profits. Kris The existence of Sideware International SRL, a wholly owned subsidiary and others have never previously been publicly mentioned with the exception of Evergreen. Here they are and the relationships: Sideware Systems Inc. Six wholly owned subsidiaries: 1} Sideware Corp., 2) 3032650 Nova Scotia Corp., 3) Sideware International SRL, 4) 9050 Investments Ltd., 5) Evergreen International Technology Inc. 6) 9123 Investments Ltd. Sideware Systems Inc. owns 99% of the quotas of Sideware International SRL, with the remaining 1% being owned by 3032650 Nova Scotia Company. 3032650 Nova Scotia Company is another wholly owned subsidiary of Sideware Systems Inc., having been incorporated under the laws of the Province of Nova Scotia on August 25, 1999. Sideware Systems Inc. has entered into a Software License Agreement with Sideware International SRL effective August 27, 1999, whereby Sideware Systems Inc. granted a license to Sideware International SRL to use the Dr. Bean software to develop, market, and sell derivative software products. The derivative software products may include all or part of the Dr. Bean software. Under the Software License Agreement, Sideware International SRL will pay Sideware Systems Inc. a royalty based on the revenues realized by Sideware International SRL from the commercial exploitation of the derivative software products. The royalty rate has been initially set at 10% of gross revenues. Either party may from time to time invoke a review and adjustment of the royalty rate in accordance with the terms of the agreement. Sideware Systems Inc. and Sideware International SRL have also entered into a Software Development Cost Sharing Agreement effective August 27, 1999 whereby the two companies agreed to pool their resources for the purposes of conducting research and development of new software technology. The parties will meet annually to agree upon a research program for each year and will specify, amongst other things, the activities to be undertaken. The parties will jointly own the software and intellectual property developed pursuant to the research program, with Sideware International SRL having the right to exploit the software and intellectual property worldwide except in Canada, and Sideware Systems Inc. having the right to exploit the software and intellectual property in Canada. The costs to be borne by each party will be based upon the reasonably anticipated benefits to be derived by each party as a result of the commercial exploitation of the technology developed. Based on the parties' expectations of anticipated benefits, Sideware Systems Inc. will bear 10% of the research and development costs and Sideware International SRL will bear the remaining 90% of the research and development costs. Sideware Systems Inc. and Sideware Corp. have entered into a Distribution and Sales Agreement with Sideware Corp. effective January 1, 1999 whereby Sideware Corp. was granted the non-exclusive right to market and sell copies of Dr. Bean version 2.0 in the United States. Under this agreement, Sideware Corp. purchases copies of the software from Sideware Systems Inc. at the current list price, less a discount. The suggested list price and discount are subject to change at the discretion of Sideware Systems Inc. Sideware Corp. may appoint sub-distributors for the marketing and sale of the software within its authorized area. Sideware Corp. has also agreed to provide maintenance and support systems to end users and resellers of the software. Additionally, Sideware Corp. or its resellers will be responsible for installation and integration of the software and training of end users on the use of the software. Sideware Corp. may in its discretion establish fees and charges for the maintenance, support, installation, integration and training services that it provides.