Monday, November 10, 2008

Mr. Paul Michelin CEO, President and Director

QwikCap Time-to-Train ADC Development Anagram and Visitel


Time to Train as stated from a SB-2 SEC Filling filed by VISITEL ENTERPRISES CORP


The following is an excerpt from a SB-2 SEC Filing, filed by VISITEL ENTERPRISES CORP on 5/3/2001 Dividend Policy
To date, we have not paid dividends on our common stock and at the present time, we intend to retain earnings, if any, for our development and expansion.

There can be no assurance that we will have enough earnings to pay any dividends on our common stock. Even if we have sufficient earnings, we are not obligated to declare dividends our common stock. Our board has sole and absolute discretion whether to declare any cash or stock dividends. This decision will be based upon the following:

earnings;
capital requirements;
our financial position;
general economic conditions;
and other factors the board may consider.

It is also possible that terms of any future debt financing may restrict the payment of dividends.

Employees
Apart from our executive officers and directors, we currently do not have any employees. We do not maintain "key man" insurance on the life of any of our employees.

Management
Officers and Directors
The following table sets forth the names and ages of the members of the board, our executive officers and the positions they each hold.

Name Age Position
Paul Michelin 62 Director, President
Thad Pryor 43 Director, Vice President
James Perretty 37 Director, Secretary

Paul Michelin has been our President and one of our Directors since our inception. Since 1992 Mr. Michelin has served as the President and a Director of FMC Group, Inc., a financial consulting firm the stock of which he owns with his wife as joint tenants. Mr. Michelin is presently the President and has served since 1995 as a Director of COA Development Corp. f/k/a OT Computer Training Corp., TL Industries, Inc., and International Software Technologies Corp.
In addition, Mr. Michelin has served as the Chairman of the Board and Director of VI Solutions Inc. f/k/a Stratosphere Multimedia Corp., which is engaged in the business of video conferencing sales and services. Since August 1995, Mr. Michelin has been a Director of Multicast Interactive Corp., f/k/a Stratosphere Communications Corp. Mr. Michelin also served from 1996 until 2000 as Secretary and a Director of dotWAP.com f/k/a Nationwide Resources, Inc. which develops and markets computer software. Furthermore, Mr. Michelin has served since 1991 as a Director of Your Travel Connections, Inc., a travel agency 75% of which is owned by Louisa Michelin. Mr. Michelin attended McGill University in Montreal, Canada.
Mr. Michelin has also served as a Director of QwikCap Corp. f/k/a Pacific Multimedia Corp. since September 1999 and as President and a Director of Solutions Software f/k/a MIS Solutions, Inc. since March 16, 2001. From 1983 to 1987, Mr. Michelin was a principal of
Michelin & Company, Inc., a brokerage firm. In 1986 and 1987, certain allegations were made against Mr. Michelin and Michelin & Company, Inc. with respect to non-compliance with certain state and NASD regulations. Mr. Michelin has advised management that the foregoing claims were totally without merit.
Nevertheless, he chose to pay certain fines in order to avoid the expenditure of substantial time and money in litigation. The Company made a determination to cease business and elected not to pay the fine to the NASD in view of the fact that the only penalty for non-payment would be the suspension of its business, which the Company had determined to cease.

Thad Pryor is our Vice President and has been one of our Directors since our inception. Mr. Pryor also serves as President and a Director of Children of America, Inc. He was Senior Vice President and a member of the Board of Directors of Tutor Time Learning Systems, Inc. and its subsidiaries from January 1992 to 1997. Mr. Pryor was responsible for the Development, Construction and Real Estate Departments in which he personally negotiated and constructed 150 Tutor Time locations. In 1999, Mr. Pryor opened Children of America, Inc.'s first childcare facility location in Woodbridge, VA. Mr. Pryor attended the University of Miami from 1976-1978 where he majored in Business and Criminology.

In 1987, Mr. Pryor opened a chain of fifteen (15) self-service car washes under the name of One Stop Car Wash and held the positions of President and COO. In 1989, Mr. Pryor sold the entity which operated One Stop Car Wash.James Perretty has been our Secretary and one of our Directors since our inception.

Mr. Perretty serves as Secretary and a Director of COA Development. Mr. Perretty also serves as the Vice President/Secretary and a Director of Children of America, Inc. Mr. Perretty has been the Vice President/Secretary and a Director of ADC Development Corp. f/k/a Time To Train.com since its inception in March, 1999. Mr. Perretty has been the secretary of Childcare Corp. since January, 2000. From 1984 to 1994, Mr. Perretty served as a Public Relations Consultant for the Communications Group, a public relations marketing firm. From 1994 to 1995, Mr. Perretty was an Advertising Account Executive and Vice President of Finance for Creative Communications Advantage, an advertising agency. Since 1995, Mr. Perretty has served as Vice President of FMC Group, Inc., a financial consulting firm. Since 1996, Mr. Perretty has also served, as President and a Director of Nationwide Resources, Inc., which through its ownership of Eti International, Ltd., a United Kingdom Corporation, develops and markets computer software. Nationwide Resources Inc. subsequently changed its name to dotWap.com Holdings Corp. in December 1999 at which time Mr. Perretty served as Secretary until July 2000. Furthermore, since 1997, Mr. Perretty has also served as Secretary and Director for Visual Interactive Solutions, Inc. f/k/a Stratosphere Multimedia Corp., which engaged in the business of video conferencing sales and services. Mr. Perretty is also Director of QwikCap Corp. (f/k/a Pacific Multimedia Corp. and QwikCap Information Services, Inc.), and was its President until September, 1999. QwikCap. Corp develops and markets computer software systems. Mr. Perretty received a B.A.A. degree in Business Administration from Broward Community College.

Executive Compensation
None of the directors or officers has received any compensation for their services as officers and/or directors of the Company. Compensation may be paid in the future at the discretion of the Board of Directors.

Indemnification of Directors and Officers
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the small business issuer pursuant to the foregoing provisions, or otherwise, the small business issuer has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. Our certificate of incorporation contains the following provision with respect to indemnification of our directors and officers:
"The personal liability of the directors of the Corporation is hereby eliminated to the fullest extent permitted by the provisions of Section 102(b)(7) of the General Corporation Law of the State of Delaware, as the same may be amended or supplemented."
This provision does not eliminate or limit the liability of a director for violating the following:
- duty of loyalty, which includes a director's obligation to refrain from self dealing with us or improperly competing with us or usurping our opportunities;
- failing to act in good faith;
- engaging in intentional misconduct or knowingly violating a law;
or
- participating in the payment of a dividend or a stock repurchase or redemption for himself.
This provision does not affect any director's liability under federal securities laws or the availability of equitable remedies such as an injunction or rescission for breach of fiduciary.
We intend to purchase directors liability insurance for our officers and directors. However, there can be no assurance that such insurance will be available to us at commercially reasonable terms, or at all.

Principal Stockholders

The following table sets forth the number of common stock owned and the percentage of our outstanding shares of common stock as of March, 2001 for the following:o all persons who own more than five percent of our outstanding common stock;o each officer and director;o officers and directors as a group.