EXHIBIT 10.3
AMENDMENT TO ESCROW AGREEMENT
WHEREAS, Flagstick Ventures, Inc., a Delaware corporation ("the Issuer")
and Xxxxxxx Xxxxxx Xxxxxxxxx & Kakoyiannis, P.C., a law firm with offices at 000
Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the "Escrow Agent") entered into an
Escrow Agreement dated February 7, 2002 (the "Escrow Agreement");
WHEREAS, the Issuer had filed with the Securities and Exchange Commission
(the "Commission") a registration statement (the "Registration Statement")
covering a proposed public offering of 2,000,000 shares of its common stock,
$.001 par value per share; and
WHEREAS, the Issuer has changed the terms of the proposed public offering
and has filed with the Commission an amendment to the Registration Statement
covering the proposed public offering of a minimum of 2,000,000 and a maximum of
3,000,000 shares of its common stock, $.001 par value per share; and
WHEREAS, the Issuer proposes to offer the shares for sale to the public on
a "best efforts, all or none basis" with respect to the first 2,000,000 shares
and on a best-efforts basis with respect to the remaining 1,000,000 shares.
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties hereto hereby agree as follows:
1. Offering Period. Pursuant to the terms of the offering as set forth in
the amendment to the Registration Statement, the Offering Period will not be
extendable by the Issuer. As such, Section 2.2 of the Escrow Agreement is hereby
replaced by the following:
"2.2 The Offering Period, which shall be deemed to commence on the
Effective Date, shall consist of the number of calendar days or business days
set forth on the Information Sheet. The last day of the Offering Period is
referred to herein as the "Termination Date". After the Termination Date, the
Issuer shall not deposit, and the Escrow Agent shall not accept, any additional
amounts representing payments by prospective purchasers."
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2. Disbursement from the Escrow Account. Section 4 of the Escrow
Agreement is hereby replaced by the following section:
"4. DISBURSEMENT FROM THE ESCROW ACCOUNT.
4.1 The Deposited Proceeds may be released to the Issuer only at the same
time as or after the Escrow Agent has received a signed representation letter
from the Issuer, on or prior to the Termination Date that subscriptions for at
least 2,000,000 of the shares offered were received and accepted, and that
payment therefor made.
4.2 Within ten days following such date on which the Issuer has sold
2,000,000 shares and has notified the Escrow Agent in writing that subscriptions
for at least 2,000,000 of the shares offered were received and accepted, an
initial closing (the "Initial Closing") will be conducted at which time the
Deposited Proceeds shall be released to the Issuer. Following the Initial
Closing, a closing will take place every two weeks through the earlier to occur
of (i) the sale of all the shares offered or (ii) the Termination Date at which
any Deposited Proceeds received by the Escrow Account since the previous closing
shall be released to the Issuer.
4.3 Unless the Escrow Agent has received a signed representation letter
from the Issuer by the close of regular banking hours on the Termination Date
setting forth that all the shares offered by it have been sold, the Escrow Agent
shall return by first class mail or equally prompt means to each prospective
purchaser the amount of payment received from such purchaser held in escrow
within five business days following the Termination Date and the Escrow Agent
shall notify the Issuer of its distribution of the Deposited Proceeds.
4.4 Upon distribution of the Deposited Proceeds pursuant to the terms of
this Section 4, the Escrow Agent shall be relieved of all further obligations
and released from all liability under this Agreement."
3. Information Sheet. Items 3 and 4 of the Escrow Agreement
Information Sheet is hereby amended to reflect the new offering terms as
follows:
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"3. The Securities:
A minimum of 2,000,000 and a maximum of 3,000,000 shares of common stock,
$.001 par value per share ("Common Stock") at $.05 per share.
4. Type of Offering:
Registration Statement on Form SB-2 filed under the Securities Act of
1933, as amended (the "Act"), registering 3,000,000 shares of Common Stock
offered directly by the Issuer's officers and directors on an all or none basis.
The offering shall terminate upon the earliest of occur of a date which is 120
days from the effective date of the Registration Statement, or the date on which
all of the shares are sold (the "Termination Date")."
IN WITNESS WHEREOF, the parties hereto have caused the foregoing Amendment
to the Escrow Agreement to be signed by a duly authorized agent of each party.
Flagstick Ventures, Inc.
By: /s/ Xxxx Xxxxxx Xxxxx Dated: June 26, 2002
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Xxxx Xxxxxx Xxxxx, President
Xxxxxxx Xxxxxx Xxxxxxxxx & Kakoyiannis, P.C.
By: /s/ Xxxxxx Xxxxxxxx Dated: June 26, 2002
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Xxxxxx Xxxxxxxx
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CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the use in the Prospectus constituting part of this
Registration Statement on Amendment No. 2 to Form SB-2 of Flagstick Ventures,
Inc., of our report dated May 17, 2002 (which report contains an explanatory
paragraph relating to the ability of Flagstick Ventures, Inc. to continue as a
going concern) relating to the financial statements of Flagstick Ventures, Inc.
as of March 31, 2002 and for the year then ended. We also hereby consent to the
use in this Prospectus of our report dated May 17, 2002 relating to the
statements of operations, proprietor's capital, and cash flows of Xxxx X Xxxxx
d/b/a/ A and Z Golf (Flagstick Ventures, Inc.'s predecessor) for the twelve
months ended March 31, 2001. We also consent to the references to us under the
heading "Expert" in the Prospectus.
BERENFELD, SPRITZER, XXXXXXXX & SHEER
/s/ Berenfeld, Spritzer, Xxxxxxxx & Sheer
Miami, Florida
August 6, 2002
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