EXHIBIT 10.3
AGREEMENT AND PLAN OF SHARE EXCHANGE
This AGREEMENT AND PLAN OF SHARE EXCHANGE (the "Agreement") is made as of
the 7th day of May, 1999 by and among Kodiak Graphics Company, a Nevada
corporation ("Kodiak "), Sportsprize Entertainment, Inc., a Nevada corporation
("Sportsprize"), and certain shareholders of Sportsprize, whose names and
addresses for service are set forth on Exhibit A to this Agreement (the
"Principal Vendors") (Kodiak and Sportsprize are collectively referred to as the
"Constituent Corporations").
RECITALS
WHEREAS Sportsprize is engaged in the business of marketing and promoting sports
merchandise on the Internet and intends to conduct its business pursuant to the
Business Plan as set forth in Exhibit B (the "Sportsprize Business"), attached
hereto and incorporated by this reference;
WHEREAS Kodiak wishes to acquire the entire issued and outstanding share capital
of Sportsprize in exchange for shares of Kodiak, and Sportsprize wishes to
become the wholly owned subsidiary of Kodiak;
WHEREAS Sportsprize and Kodiak have entered into a letter agreement dated April
22, 1999, pursuant to which Kodiak has agreed to acquire all of the issued and
outstanding shares of common stock of Sportsprize, subject to the approval of
the Sportsprize shareholders, in exchange for 10,000,000 shares of common stock
of Kodiak;
WHEREAS each of the Constituent Corporations has, subject to the approval of the
Sportsprize shareholders, adopted the statutory plan of share exchange embodied
in this Agreement (the "Share Exchange");
WHEREAS the parties intend to make certain representations, warranties,
covenants, and agreements in connection with the Share Exchange; and
WHEREAS the Share Exchange is intended to qualify as a reorganization under
Section 368(a)(1)(B) of the Internal Revenue Code (the "Code").
AGREEMENT
NOW, THEREFORE, in consideration of the covenants and agreements contained
herein, the Constituent Corporations and the Principal Vendors do hereby agree
to the Share Exchange, on the terms and conditions herein provided, as follows:
Agreement and Plan of Share Exchange
Page - 1
1. The Share Exchange.
1.1. Share Exchange between Kodiak and Sportsprize. On the Effective Date
(as defined herein), by virtue of the Share Exchange and without any
action on the part of the holders thereof, all of the then outstanding
shares of common stock of Sportsprize as set forth on Schedule 1.1
(collectively, the "Sportsprize Shares") shall be exchanged as
follows:
1.1.1. All of the Sportsprize Shares shall be exchanged for, in aggregate,
ten million (10,000,000) shares of common stock of Kodiak (the
"Exchange Shares") or 1.7229 Exchange Shares for each Sportsprize
Share, rounded down to the nearest Exchange Share at the deemed value
of $0.01 per Exchange Share;
1.1.2. Each share of common stock held by Sportsprize as treasury stock
immediately prior to the Effective Time (as defined herein) shall be
cancelled and no payment shall be made with respect to such shares;
1.1.3. This Agreement, once executed, shall act without more, as evidence of
the transfer of the Sportsprize Shares to Kodiak, subject to the terms
and conditions set forth in this Agreement; and
1.1.4. Prior to the Effective Time, Kodiak shall appoint an agent (the
"Exchange Agent") for the purpose of exchanging certificates
representing Sportsprize Shares for the Exchange Shares. Promptly
after the Effective Time, Kodiak will send, or will cause the Exchange
Agent to send, to each Sportsprize shareholder at the Effective Time,
a letter of transmittal for use in such exchange, which shall specify
that the delivery shall be effected, and risk of loss and title shall
pass, only upon proper delivery of the certificates representing
Sportsprize Shares to the Exchange Agent.
1.2 Shares Not Registered. The shareholders of Sportsprize and the
Principal Vendors each acknowledge that the Exchange Shares to be
issued pursuant to the Share Exchange have not been registered
pursuant to the securities laws of any jurisdiction and are being
issued pursuant to exemptions from registration contained in the
Securities Act (British Columbia)(the "B.C. Securities Act"), the
Securities Act (Ontario) (the "Ontario Act") and the United States
Securities Act of 1933, as amended (the "1933 Act"), and the Exchange
Shares may only be sold in a jurisdiction in accordance with the
restrictions on resale prescribed under the laws of the jurisdiction
in which such shares are sold, all of which may vary depending on the
jurisdiction.
Each of the shareholders of Sportsprize is aware that Kodiak is not a
"reporting issuer" as defined in the B.C. Securities Act and the
Ontario Act and as a consequence the Exchange Shares are restricted
from transfer within the provinces of British Columbia and Ontario
indefinitely or for a period of twelve (12) months after Kodiak
becomes a "reporting issuer." Further, each of the shareholders of
Sportsprize is aware that Kodiak has no obligation or present
intention of becoming a "reporting issuer" in the Province of British
Agreement and Plan of Share Exchange
Page - 2
Columbia and as a result, any shareholders of Sportsprize who are
British Columbia residents may require an exemption order from the
British Columbia Securities Commission in order to resell their
Exchange Shares and any shareholders of Sportsprize who are Ontario
residents may require an exemption order from the Ontario Securities
Commission in order to resell their Exchange Shares.
1.3 Exchange Shares Fully Paid and Non-assessable. The Exchange Shares
will be issued from the treasury of Kodiak as fully paid and
non-assessable shares and shall be free and clear of all liens,
charges and encumbrances.
1.4 Principal Vendor Escrow Agreement. On or before the Effective Date (as
defined herein), the Principal Vendors will enter into an escrow
agreement in substantially the form attached hereto as Exhibit C (the
"Escrow Agreement").
1.5 Restrictions on Resale.
1.5.1. Except as otherwise provided, all of the Sportsprize shareholders,
other than the Principal Vendors, agree that they can only resell
their Exchange Shares in accordance with the following limitations:
(a) up to fifty percent (50%) of their respective Exchange Shares
upon the effectiveness of a registration statement to register
such Exchange Shares for resale pursuant to the 1933 Act filed
with the Securities and Exchange Commission (the "SEC")(the
"Resale Registration"); and
(b) up to 100% of their respective Exchange Shares on the earlier of
six (6) month after the effectiveness of the Resale Registration
or one year after the Effective Date (as defined herein).
1.5.2. The Principal Vendors agree that they will not resell any Exchange
Shares for a period of one year from the Effective Date (as defined
herein).
2. Effective Date.
2.1 Articles of Share Exchange. As soon as practicable after satisfaction
or, to the extent permitted hereunder, waiver of all conditions to the
Share Exchange, Kodiak and Sportsprize will file Articles of Share
Exchange in substantially the form attached hereto as Exhibit D (the
"Articles of Share Exchange") with the Secretary of State of the state
of Nevada and make all other filings or recordings required by Nevada
law in connection with the Share Exchange.
2.2 Effective Date of Share Exchange. The "Effective Date" of the Share
Exchange shall be, and such term as used herein shall mean, 5:00 p.m.,
Pacific Standard Time (the "Effective Time"), on the day on which the
Articles of Share Exchange are filed in the office of the
Agreement and Plan of Share Exchange
Page - 3
Secretary of State of the state of Nevada, after satisfaction of the
requirements of applicable laws of the state's prerequisites to such
filings.
2.3 Effect of Share Exchange. From and after the Effective Time, Kodiak
shall possess all the rights, privileges, powers and franchises and be
subject to all of the restrictions, disabilities and duties of
Sportsprize, all as provided under Nevada and other applicable law.
3. The Kodiak Covenant. Kodiak agrees to use reasonable efforts to
arrange three (3) financings (the "Additional Financings"), each in
the amount of $840,000; one to close at the end of July 1999 (the
"July Financing") at a price which is the greater of $3.00 per share
or 75% of the 10 day average closing price of Kodiak's common shares
(for the 10 days prior to the close of the July Financing), one to
close at the end of October, 1999 (the "October Financing") at a price
which is the greater of $4.00 per share or 75% of the 10 day average
closing price of Kodiak's common shares (for the 10 days prior to the
close of the October Financing), and one to close at the end of
December 1999 (the "December Financing") at a price which is the
greater of $5.00 per share or 75% of the 10 day average closing price
of the Kodiak's common shares (for the 10 days prior to the close of
the October Financing). The Additional Financings will be arranged by
Sonora Capital Corp. pursuant to an agreement (the "Additional
Financings Agreement") between Kodiak and Sonora Capital Corp., the
terms of which agreement will be approved by the Principal Vendors.
3.1 Resignation and Appointment of Directors. On the Effective Date,
Xxxxxxx Xxxxxx, the sole director of Kodiak, will resign, and the
persons designated in the Certificate of Designation, attached hereto
as Schedule 3.1 (the "Certificate of Designation"), shall be appointed
as directors of Kodiak.
3.2 Securities and Exchange Commission Registrations.
3.2.1 Kodiak will, as soon as practicable after the Effective Date,
undertake to file a registration statement with the SEC to complete a
registration to register the Exchange Shares held by the Sportsprize
shareholders, other than the Exchange Shares held by Principal
Vendors, for resale pursuant to the 0000 Xxx.
3.2.2 Kodiak will undertake to file a Form 10-SB or other applicable
registration statement under the Securities and Exchange Act of 1934,
as amended (the "1934 Act"), with the SEC to register the class of
common stock of Kodiak on or before January 31, 2000.
3.3 Issuance of Kodiak Options. Kodiak agrees to issue up to 3 million
options exercisable to acquire shares of common stock of Kodiak at a
price of no less than $0.25 per share during the first year after the
Effective Date as follows:
Agreement and Plan of Share Exchange
Page - 4
(a) Kodiak agrees to issue options, to acquire shares of Kodiak
common stock, pursuant to the terms and conditions set forth in
each of the agreements set forth on Schedule 3.3(a). Such options
shall be exercisable to acquire one (1) share of Kodiak common
stock for each Sportsprize common share (rounded down to the
nearest share) at the exercise price set forth in such agreement.
(b) Kodiak agrees to adopt a stock option plan to be administered by
an administrator to issue up to 3 million options to acquire
shares of Kodiak common stock (less the options issued pursuant
to Section 3.3(a) of this Agreement) as incentive stock options
to current and future employees of Kodiak. Such incentive stock
options, will be granted at the sole discretion of the board of
directors of Kodiak.
4. Deliveries on or before the Effective Date.
4.1 Deliveries by Sportsprize. On or before the Effective Date, the
Principal Vendors and Sportsprize will deliver to Kodiak:
(a) a certificate in the form attached hereto as Exhibit E that the
form of written consent and Notice of Special Meeting have been
sent to all of the Sportsprize shareholders;
(b) the Certificate of Designation designating the appointment of the
new directors for Kodiak;
(c) the Escrow Agreement duly executed by each of the Principal
Vendors;
(d) satisfactory proof that the issued and outstanding shares of
Sportsprize on the Effective Date have been duly issued and
registered to the Sportsprize shareholders;
(e) certified copies of resolutions of the directors of Sportsprize
authorizing the transfer of the Sportsprize Shares subject to the
relevant stock transfer forms being duly stamped and the
registration of the Sportsprize Shares in the name of Kodiak and
authorizing the issue of new share certificates representing such
shares in the name of Kodiak;
(f) all books, records and accounts of Sportsprize and any other
information necessary for Kodiak to operate and manage the
business of and the assets owned by Sportsprize;
(g) the common seal(s) of Sportsprize, if any;
(h) satisfactory evidence that the directors and shareholders of
Sportsprize have approved the transfer of the Sportsprize Shares
to Kodiak;
Agreement and Plan of Share Exchange
Page - 5
(j) necessary approvals from Sportsprize and any third parties as may
be required have been obtained and are in full force and effect
with respect to the transfer of all the Sportsprize Shares to
Kodiak as contemplated herein;
(j) a letter from legal counsel representing Sportsprize in form and
substance satisfactory to counsel for Kodiak confirming that the
Sportsprize Shares will be deemed, under Nevada law, to be
converted into shares of Kodiak upon the filing the Articles of
Share Exchange with the Secretary of State of Nevada; and
(k) such other documents and instruments as counsel for Kodiak may
reasonably require to effectuate or evidence the transactions
contemplated hereby.
4.2 Deliveries by Kodiak. On or before the Effective Date, Kodiak will
deliver to Sportsprize:
(a) satisfactory evidence that the directors of Kodiak have approved
the transactions contemplated herein;
(b) the Escrow Agreement duly executed by an authorized signatory of
Kodiak;
(c) resignation of Xxxxxxx Xxxxxx as a director and officer of
Kodiak, effective on the Effective Date;
(d) written consent appointing the persons set forth on the
Certificate of Designation as directors of Kodiak, effective on
the Effective Date;
(e) satisfactory evidence that the Kodiak has established a reserve
of not less than 10,000,000 shares of common stock of Kodiak to
be issued as Exchange Shares in connection with the Share
Exchange;
(f) satisfactory proof that the issued and outstanding shares of
Kodiak on the Effective Date have been duly issued and registered
to the shareholders set forth on Schedule 4.2(f) attached hereto;
(g) an executed and delivered private placement subscription
agreement related to a $2,500,000 private placement (the "Initial
Financing"), comprising common shares in the capital of Kodiak
issued at a price of $1.50 per share, to close on or before the
Effective Date, subject to the payment of a $70,000 finders fee
payable to Sonora Capital Corp.;
(h) a copy of the executed Additional Financings Agreement;
Agreement and Plan of Share Exchange
Page - 6
(i) certified copies of resolutions of the directors of Kodiak
authorizing the issue of new share certificates representing the
Exchange Shares in the name of each Sportsprize shareholder;
(j) all necessary approvals from Kodiak and any third parties as may
be required have been obtained and are in full force and effect
with respect to the issuance of all the Exchange Shares or Kodiak
to the Sportsprize shareholders as contemplated herein; and
(k) such other documents and instruments as counsel for Sportsprize
may reasonably require to effectuate or evidence the transactions
contemplated hereby.
5. Sportsprize and Principal Vendors' Representations and Warranties.
Sportsprize and the Principal Vendors represent and warrant to Kodiak
as of the date hereof and on the Effective Date that:
5.1 Sportsprize is a corporation validly existing and in good standing
under the laws of the State of Nevada. Sportsprize has the power and
authority to carry on the Sportsprize Business as it is now conducted
and to own the assets it now owns.
5.2 Sportsprize shareholders set forth on Schedule 1.1 own all of the
issued and outstanding shares of stock of Sportsprize, free and clear
of any claim, security interest, mortgage, pledge, or other lien or
encumbrance of any kind whatsoever. Except as set forth on Schedule
1.1 or otherwise described in this Agreement, there are no outstanding
options, agreements, contracts, calls or commitments of any character
which would require the issuance by Sportsprize of any shares of
stock.
5.3 The execution, delivery and performance of this Agreement have been
duly and validly authorized and approved by Sportsprize's board of
directors, and Sportsprize has the corporate power and authority to
execute, deliver and perform this Agreement and such other instruments
as appropriate to consummate the transactions herein contemplated, to
perform and comply with all of the terms, covenants and conditions to
be performed and complied with by Sportsprize hereunder and
thereunder, and to consummate the transactions contemplated hereby and
thereby. This Agreement constitutes the valid and binding obligation
of Sportsprize, and is enforceable against Sportsprize in accordance
with its terms, except as the enforceability may be affected by
bankruptcy, insolvency or similar laws affecting creditor's rights
generally or court applied equitable remedies. Sportsprize's
execution, delivery and performance of this Agreement do not (i)
conflict with or result in a breach of any of the terms, conditions or
provisions of the articles of incorporation or bylaws of Sportsprize
or any judgment, order, injunction, decree, regulation or ruling of
any court or other governmental authority to which Sportsprize is
subject or of any agreement or contract listed on any schedule
delivered pursuant hereto or any other material agreement or contract
to which Sportsprize is a party or is subject, or constitute a default
thereunder, or (ii) give to others any rights of termination or
Agreement and Plan of Share Exchange
Page - 7
cancellation of any agreement or contract listed on any schedule
delivered pursuant hereto or any other material agreement or contract
to which Sportsprize is a party or is subject, or (iii) create any
lien or encumbrance upon the assets of Sportsprize, or (iv) require
the consent, authorization or approval of any governmental agency,
body, official or authority.
5.4 Neither Sportsprize nor the Principal Vendors are aware of nor has
either failed to disclosed to Kodiak any change, event or circumstance
which would adversely affect the Sportsprize Business or the assets of
Sportsprize or prospects, operation or condition of Sportsprize or
which would reasonably be considered to reduce the value of the
Sportsprize Business or the value of Sportsprize Shares to Kodiak.
5.5 Neither Sportsprize nor the Principal Vendors have made any untrue
statement to Kodiak nor has either failed to state a material fact
that is required to be stated or that is necessary to prevent a
statement that is made from being materially false or misleading in
the circumstances in which it was made.
5.6 The Sportsprize financial statements for the year ended February 28,
1998 (the "Financial Statements") are true and correct in every
material respect and present fairly the financial position of
Sportsprize as of the dates of such statements, and the results of its
operations for the periods then ended and are prepared in accordance
with generally accepted accounting principles applied on a consistent
basis except as specifically provided therein.
5.7 All of the assets of Sportsprize are in good working order and to the
best of the Principal Vendors' knowledge contain no latent defects.
5.8 The Principal Vendors have disclosed all contracts, engagements and
commitments, whether oral or written, relating to Sportsprize.
5.9 All licenses, permits, approvals, consents, certificates,
registrations and authorizations required in the ordinary course of
the Sportsprize Business or in the use of the assets of Sportsprize
have been obtained and are in good standing and are not terminable on
the basis of a transfer in ownership of the Sportsprize Shares.
5.10 Each Principal Vendor has the full and absolute right, power and
authority to enter into this Agreement on the terms and subject to the
conditions herein set forth, to carry out the transactions
contemplated hereby and to transfer on the Effective Date, legal and
beneficial title and ownership of his or her portion of the
Sportsprize Shares to Kodiak.
5.11 The authorized capital of Sportsprize consists of 25,000,000 common
shares with a par value of $0.001, of which a total of 5,804,000
common shares have been validly issued, are outstanding and are fully
paid and non-assessable.
Agreement and Plan of Share Exchange
Page - 8
5.12 All alterations, if any, to the Articles of Incorporation of
Sportsprize since its incorporation have been duly approved by the
shareholders of Sportsprize.
5.13 The corporate records of Sportsprize, as required to be maintained by
it under its statute of incorporation and constating documents, are
accurate, complete and up-to-date in all material respects and reflect
all material transactions of Sportsprize.
5.14 Sportsprize has good and marketable title to all of its assets, and
such asses are free and clear of any financial encumbrances not
disclosed in the Financial Statements of Sportsprize.
5.15 Sportsprize has filed all necessary tax returns in all jurisdictions
required to be filed by it, all returns affecting workers compensation
with the appropriate agency, corporation capital tax returns, if
required, and any other material reports and information required to
be filed by Sportsprize with any governmental authority; Sportsprize
has withheld and remitted to tax collection authorities such taxes as
are required by law to be withheld and remitted as and when due;
Sportsprize has paid all income, sales and capital taxes payable by it
as and when due; Sportsprize has paid all installments of corporate
taxes due and payable, and there is not presently outstanding nor does
Sportsprize expect to receive any notice of re-assessment from any
applicable tax collecting authority.
5.16 Sportsprize has not declared or paid any dividends of any kind or
declared or made any other distributions of any kind whatsoever
including, without limitation, by way of redemption, repurchase or
reduction of its authorized capital.
5.17 There has been no material adverse change in the financial condition
and position of Sportsprize and no damage, loss destruction or other
change in circumstances materially affecting the business, property or
assets of Sportsprize or its right or capacity to carry on business
since the date of the Financial Statements of Sportsprize.
5.18 After the date of the Financial Statements of Sportsprize, Sportsprize
has not engaged in any transaction or made any disbursement or assumed
or incurred any liability or obligation or made any commitment,
including, without limitation, any forward purchase commitment or
similar obligation, to make any expenditure which would materially
affect its operations, property, assets or financial condition.
5.19 Sportsprize has not waived or surrendered any right of substantial
value and has not made any gift of money or of any of its property or
assets. Sportsprize has carried on business in the normal course.
5.20 Sportsprize is not in default under or in breach of, or would, after
notice or lapse of time or both, be in default under any contract,
agreement, indenture or other instrument to which it is a party or by
which it is bound.
Agreement and Plan of Share Exchange
Page - 9
5.21 There are no claims threatened or against or affecting Sportsprize nor
are there any actions, suits, judgments, proceedings or investigations
pending or, threatened against or affecting Sportsprize, at law or in
equity, before or by any court, administrative agency or other
tribunal or any governmental authority.
5.22 Neither Sportsprize nor any of the Principal Vendors are aware of any
infringement by Sportsprize of any registered patent, trademark or
copyright.
5.23 Sportsprize is the legal and beneficial owner of the trademark
"Xxxxxxxxxxx.xxx" (the "Trademark"), free and clear of all
encumbrances, and is not a party to or bound by any contract or any
other obligation whatsoever that limits or impairs its ability to
sell, transfer, assign or convey, or that otherwise affects, the
Trademark.
5.24 No person other than Sportsprize has been granted any interest in or
right to use all or any portion of the Trademark.
6. Kodiak Representations and Warranties. Kodiak represents and warrants
to Sportsprize and the Sportsprize shareholders as of the date hereof
and on the Effective Date that:
6.1 Kodiak is a corporation validly existing and in good standing under
the laws of the State of Nevada. Kodiak has the power and authority to
carry on the Kodiak business as it is now conducted.
6.2 The execution, delivery and performance of this Agreement have been
duly and validly authorized and approved by Kodiak board of directors,
and Kodiak has the corporate power and authority to execute, deliver
and perform this Agreement and such other instruments as appropriate
to consummate the transactions herein contemplated, to perform and
comply with all of the terms, covenants and conditions to be performed
and complied with by Kodiak hereunder and thereunder, and to
consummate the transactions contemplated hereby and thereby. This
Agreement constitutes the valid and binding obligation of Kodiak, and
is enforceable against Kodiak in accordance with its terms, except as
the enforceability may be affected by bankruptcy, insolvency or
similar laws affecting creditor's rights generally or court applied
equitable remedies. Kodiak's execution, delivery and performance of
this Agreement do not (i) conflict with or result in a breach of any
of the terms, conditions or provisions of the articles of
incorporation or bylaws of Kodiak or any judgment, order, injunction,
decree, regulation or ruling of any court or other governmental
authority to which Kodiak is subject or of any agreement or contract
listed on any schedule delivered pursuant hereto or any other material
agreement or contract to which Kodiak is a party or is subject, or
constitute a default thereunder, or (ii) give to others any rights of
termination or cancellation of any agreement or contract listed on any
schedule delivered pursuant hereto or any other material agreement or
contract to which Kodiak is a party or is subject, or (iii) create any
lien or encumbrance upon the assets of Kodiak, or (iv) require the
consent, authorization or approval of any governmental agency, body,
official or authority.
Agreement and Plan of Share Exchange
Page - 10
6.3 Kodiak has filed with all applicable securities and regulatory
authorities (including exchanges and markets) all information and
documents required to be filed with such authorities (the "Public
Record") and the statements set forth in the Public Record are true,
correct and complete and do not contain any misrepresentation as of
the date made and Kodiak has not filed any confidential material
change reports or similar reports.
6.4 There has not been any adverse material change in the business,
operations or affairs, financial or otherwise, of Kodiak since
December 31, 1998, being the date of the last audited financial
statements of Kodiak.
6.5 The Exchange Shares when issued will be issued as fully paid and
non-assessable shares free and clear of all liens, charges, claims or
encumbrances.
6.6 Kodiak has been approved for trading on the National Association of
Securities Dealers Over-the-Counter Bulletin Board (the "OTC BB") and
is eligible for quotation on the OTC BB as of the Effective Date.
6.7 As of the Effective Date, the authorized capital of Kodiak consists of
20,000,000 common shares with par value of $0.001 per common share and
5,000,000 of preferred shares with a par value of $0.001 per preferred
share.
6.8 As of the Effective Date, 7,564,000 common shares and no preferred
shares were issued and outstanding and have been validly issued and
are fully paid and non-assessable.
6.9 As at December 31, 1998, Kodiak had assets of $4,560 and liabilities
of $3,120.
6.10 Kodiak is not aware nor has it failed to disclose to Sportsprize and
the Sportsprize shareholders any change, event or circumstance which
would adversely affect the Exchange Shares or the prospects, operation
or condition of Kodiak or which would reasonably be considered to
reduce the value of the Exchange Shares.
6.11 Kodiak has not made any untrue statement to the Principal Vendors nor
has it failed to state a material fact that is required to be stated
or that is necessary to prevent a statement that is made from being
false or misleading in the circumstances in which it was made.
6.12 The Kodiak audited financial statement for the year ended December 31,
1998 (The "Kodiak Financial Statements"), are true and correct in
every material respect and present fairly the financial position of
Kodiak as of the dates of such statements, and the results of its
operations for the periods then ended and are prepared in accordance
with generally accepted accounting principles applied on a consistent
basis with that of the previous year except as specifically provided
therein.
Agreement and Plan of Share Exchange
Page - 11
6.13 Kodiak has disclosed all contracts, engagements and commitments,
whether oral or written, relating to Kodiak.
6.14 All licenses, permits, approvals, consents, certificates,
registrations and authorizations required in the ordinary course of
Kodiak's business or in the use of the assets of Kodiak have been
obtained and are in good standing and are not terminable on the basis
of the transactions contemplated herein.
6.15 Kodiak has the full and absolute right, power and authority to enter
into this Agreement on the terms and subject to the conditions herein
set forth, to carry out the transactions contemplated hereby.
6.16 All alterations, if any, to the Articles of Incorporation of Kodiak
since its incorporation have been duly approved by the shareholders of
Kodiak.
6.17 The corporate records of Kodiak, as required to be maintained by it
under its statute of incorporation and constating documents, are
accurate, complete and up-to-date in all material respects and reflect
all material transactions of Kodiak.
6.18 Kodiak has good and marketable title to all of its assets, and such
assets are free and clear of any financial encumbrances not disclosed
in the Kodiak Financial Statements.
6.19 Kodiak has filed all necessary tax returns in all jurisdictions
required to be filed by it, all returns affecting workers compensation
with the appropriate agency, corporation capital tax returns, if
required, and any other material reports and information required to
be filed by Kodiak with any governmental authority; Kodiak has paid
all income, sales and capital taxes payable by it as and when due;
Kodiak has withheld and remitted to tax collection authorities such
taxes as are required by law to be withheld and remitted as and when
due; Kodiak has paid all installments of corporate taxes due and
payable, and there is not presently outstanding nor does Kodiak expect
to receive any notice of re-assessment from any applicable tax
collecting authority.
6.20 Kodiak has not declared or paid any dividends of any kind or declared
or made any other distributions of any kind whatsoever including,
without limitation, by way of redemption, repurchase or reduction of
its authorized capital, except as has been described to the Principal
Vendors and Sportsprize.
6.21 There has been no material adverse change in the financial condition
and position of Kodiak and no damage, loss destruction or other change
in circumstances materially affecting the business, property or assets
of Kodiak or its right or capacity to carry on business since the date
of the Kodiak Financial Statements.
6.22 After the date of the Kodiak Financial Statements, Kodiak has not
engaged in any transaction or made any disbursement or assumed or
incurred any liability or obligation
Agreement and Plan of Share Exchange
Page - 12
or made any commitment, including, without limitation, any forward
purchase commitment or similar obligation, to make any expenditure
which would materially affect its operations, property, assets or
financial condition.
6.23 Kodiak has not waived or surrendered any right of substantial value
and has not made any gift of money or any of its property or assets.
Kodiak has carried on business in the normal course.
6.24 Kodiak is not in default under or in breach of, or would, after notice
or lapse of time or both, be in default under any contract, agreement
indenture or other instrument to which it is a party or by which it is
bound.
6.25 There are no claims threatened or against or affecting Kodiak nor are
there any actions, suits, judgments, proceedings or investigations
pending or, threatened against or affecting Kodiak, at law or in
equity, before or by any court, administrative agency or other
tribunal or any governmental authority.
6.26 There are no outstanding options, agreements, contracts, calls or
commitments of any character which would require the issuance by
Kodiak of any shares of stock.
7. Conditions Precedent and Termination.
7.1 Sportsprize Conditions Precedent. The obligations of Sportsprize to
close hereunder are subject to satisfaction of the following
conditions on or before the Effective Date:
(a) The Initial Financing as set forth in Section 4.2(g) herein shall
close on or before the Effective Date;
(b) Kodiak shall have entered into the Additional Financings
Agreement, subject to the terms and conditions approved by
Sportsprize;
(c) All agreements, obligations, covenants and conditions, required
by this Agreement to be performed or complied with by Kodiak
prior to or at the Effective Date hereunder, shall have been so
performed or complied with by Kodiak;
(d) the representations and warranties of Kodiak shall have been true
at the time made and shall be true as at the Effective Date;
(e) there shall have been no adverse material change in the business,
operations or affairs, financial or otherwise, of Kodiak since
the date of this Agreement;
(f) all of the transactions contemplated by this Agreement shall have
been approved, as required, by the shareholders and the directors
of Kodiak; and
Agreement and Plan of Share Exchange
Page - 13
(g) on or before Effective Date, Kodiak shall have delivered to
Sportsprize a Statutory Declaration of an officer or director of
Kodiak certifying the truth, accuracy and correctness of the
Kodiak representations and warranties contained in this
Agreement.
7.2 Kodiak Conditions Precedent. The obligations of Kodiak to close
hereunder are subject to satisfaction of the following conditions on
or before the Effective Date:
(a) Sportsprize and the Principal Vendors shareholders shall have
satisfied all of their respective covenants as contemplated
herein;
(b) the representations and warranties of Sportsprize and the
Principal Vendors shall be true and correct on and as of the
Effective Date;
(c) all agreements, obligations, covenants and conditions required by
this Agreement to be performed or complied with by Sportsprize
and the Principal Vendors prior to or at the Effective Date
hereunder shall have been so performed or complied with by them;
(d) all parties whose consents are necessary to the assignment of any
of the contracts, lease or other agreements to Kodiak shall have
granted their consents thereto, including without limitation, the
landlord under any lease of the business premises of Sportsprize;
(e) no event shall have occurred, which materially and adversely
affects the value of the Sportsprize assets or the ability of
Sportsprize to carry on the Sportsprize Business as presently
conducted or contemplated, and which, in the good faith and
judgment of Kodiak, renders it unadvisable to proceed with the
filing of the Articles of Share Exchange;
(f) all of the transactions contemplated by this Agreement shall have
been approved, as required, by the shareholders and the directors
of Sportsprize; and
(g) on or before the Effective Date, Sportsprize shall have delivered
to Kodiak a Statutory Declaration of an officer or director of
Sportsprize certifying the truth, accuracy and correctness of the
Sportsprize representations and warranties contained in this
Agreement.
7.3 Special Meeting. In the event that all of the Sportsprize shareholders
do not consent to the Share Exchange, then Sportsprize will call a
Special Meeting of the Sportsprize shareholders on May 18, 1999 at
9:00 am (Pacific Standard Time) at the principal office of Sportsprize
at which Meeting the Principal Shareholders agree to vote in favour of
the Share Exchange, and take all other actions necessary to effect the
Share Exchange.
Agreement and Plan of Share Exchange
Page - 14
7.4 Termination. Notwithstanding anything contained in this Agreement to
the contrary, this Agreement may be terminated and the Share Exchange
abandoned:
(a) Upon written notice at any time prior to the Effective Date by
mutual consent of the Constituent Corporations;; or
(c) If there exists a suit, action, or other proceeding commenced,
pending or threatened, before any court or other governmental
agency of the federal or state government, in which it is sought
to restrain, prohibit or otherwise adversely affect the
consummation of the Share Exchange contemplated hereby.
In exercising their rights under this Section 7.3, each of the
Constituent Corporations may act by its Board of Directors, and such
rights may be so exercised, notwithstanding the prior approval of this
Agreement by the Sportsprize shareholders.
8. Modification. Notwithstanding anything contained in this Agreement,
this Agreement may be amended or modified in writing at any time prior
to the Effective Date; provided that, an amendment made subsequent to
the adoption of this Agreement by the Sportsprize shareholders shall
not: (1) alter or change the amount or kind of shares, securities,
cash, property and/or rights to be received in exchange for or on
conversion of all or any of the shares of any class or series thereof
of the Constituent Corporations; (2) alter or change any term of the
Articles of Incorporation of a Constituent Corporation; or (3) alter
or change any of the terms and conditions of this Agreement if such
alteration or change would adversely affect the holders of any class
or series thereof of the Constituent Corporations; provided, however,
the Constituent Corporations may by agreement in writing extend the
time for performance of, or waive compliance with, the conditions or
agreements set forth herein.
In exercising their rights under this Section 8, each of the
Constituent Corporations may act by its Board of Directors, and such
rights may be so exercised, notwithstanding the prior approval of this
Agreement by the Sportsprize shareholders.
9. Each of the Constituent Corporations shall (i) keep its records and
file in connection with its federal and state income tax returns all
such information as may be required by Treas. Reg. Section 1.368-3;
(ii) for federal and state income tax purposes report the share
exchange as qualifying as a reorganization under Section 368(a)(1)(B)
of the Code; (iii) refrain from taking any position in connection with
its federal or any state income tax liability that would be
inconsistent with such qualification; and (iv) comply with all the
requirements of Section 368(a)(1)(B) applicable to such corporation.
Agreement and Plan of Share Exchange
Page - 15
10. Indemnification.
10.1 Indemnification by Principal Vendors. The Principal Vendors will
indemnify and hold harmless Kodiak from any liabilities relating to
the Sportsprize Shares and Sportsprize accruing up to and including
the day before the Effective Date and in particular, will ensure that
Sportsprize has paid all wages, holiday pay, income tax, Pension Plan,
Unemployment Insurance and other compensation payable to or related to
the employees.
10.2 Indemnification by Kodiak. Kodiak will indemnify and hold the
Principal Vendors and the Sportsprize shareholders harmless from any
liabilities relating to the Exchange Shares and Kodiak accruing up to
and including the day before the Effective Date and in particular,
will ensure that Sportsprize has paid all wages, holiday pay, income
tax, Pension Plan, Unemployment Insurance and other compensation
payable to or related to the employees; and
11. Miscellaneous.
11.1 Share Exchange. This Agreement supersedes all prior agreements,
written and oral, concerning the matters contained herein.
11.2 Successors. This Agreement shall be binding upon and inure to the
benefit of the heirs and successors of each of the parties. None of
the party may assign this Agreement without the prior written consent
of the other party.
11.3 Construction. This Agreement shall be construed and enforced in
accordance with the laws of the State of Nevada. Each of Kodiak and
Sportsprize acknowledge that it was represented by competent legal
counsel or advised to seek legal counsel in the review of the terms
and conditions set forth in this Agreement and the other documents
relating to this transaction, including, but not limited to, the
documents attached as exhibits to this Agreement, and, therefore,
neither this Agreement nor any of the other documents shall be
construed against any party as the drafter.
11.4 Counterparts. This Agreement may be executed in multiple counterparts,
including facsimile counterparts, that when taken together shall
constitute a single instrument; provided that original signed
counterpart copies are delivered to each party.
11.5 Public Announcements. No party hereto shall make any public
announcement or disclosure of the terms or conditions of this
Agreement without the prior written consent of the other parties,
except that any parties' approval shall not be required as to any
statements or other information which may be required to make pursuant
to any rule or regulation of the any competent securities commissions
or otherwise required by law.
11.6 Headings. The headings of the Sections and paragraphs of this
Agreement have been inserted for convenience of reference only and
shall in no way restrict or otherwise modify any or the terms or
provisions of this Agreement.
Agreement and Plan of Share Exchange
Page - 16
11.7 Severability. Any provision of this Agreement which is found to be
contrary to Nevada law or otherwise unenforceable shall not affect the
remaining terms of this Agreement, which shall be construed in such
event as if the unenforceable provision were absent from this
Agreement.
11.8 Notices. All notices, requests and other communications from any of
the parties hereto to the other shall be in writing and shall be
considered to have been duly given or served when (i) personally
delivered, (ii) when received if delivered by confirmed facsimile
transmission, air courier or other comparable delivery service, or
(iii) on the third day after deposit in the United States mail,
certified or registered, return receipt requested, postage prepaid,
addressed to the party at their address set forth on the signature
page below, or to such other address as such party may hereafter
designate by written notice.
11.9 Attorneys' Fees. In the event of any dispute hereunder between the
parties hereto, the party prevailing in any litigation instituted
hereunder shall be entitled to recover from the other its costs and
expenses thereof including, specifically, its reasonable attorneys'
fees.
11.10 Jurisdiction and Venue. Any litigation instituted hereunder shall be
venue in the appropriate state or federal courts in Las Vegas, Nevada,
as to which jurisdiction Kodiak and Sportsprize hereby consent.
The parties have executed this Agreement as of the day and year first above
written.
KODIAK GRAPHICS COMPANY, a Nevada corporation
By: /s/Xxxxxxx Xxxxxx
-----------------------------------
Its: President
-----------------------------------
Address: 0000 Xxxxxxx Xxxxxx
Xxx Xxxxx, XX 00000
Facsimile: (___) ____________
SPORTSPRIZE ENTERTAINMENT, INC., a Nevada corporation
By:/s/Xxxxxxx X. Xxxxxx
-----------------------------------
Its:President
-----------------------------------
000-000 Xxxxxx Xxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0
Agreement and Plan of Share Exchange
Page - 17
SPORTSPRIZE PRINCIPAL VENDORS
/s/Xxxxxxx X. Xxxxxx
--------------------------------------
Xxxxxxx X. Xxxxxx
/s/ Xxxxx X. Xxxxxxx
--------------------------------------
Xxxxx X. Xxxxxxx
/s/Xxxxxxx X Xxxxxxx
--------------------------------------
Xxxxxxx X. Xxxxxxx
/s/Xxxxx X. Xxxxx
--------------------------------------
Xxxxx X. Xxxxx
/s/Xxxxxxx Xxxxxx
--------------------------------------
Xxxxxxx Xxxxxx
GANG CONSULTING INC.
By: Xxxxx Xxxx
--------------------------------------
Its: President & Secretary
--------------------------------------
Agreement and Plan of Share Exchange
Page - 18
EXHIBIT A
List of Principal Vendors
-------------------------
Xxxxxxx X. Xxxxxx(1)
Xxxxx X. Xxxxxxx(1)
Xxxxxxx X. Xxxxxxx(1)
Xxxxx X. Xxxxx(1)
Xxxxxxx Xxxxxx(1)
Gang Consulting Inc.
(1) The following Principal Vendors will each transfer 100,000 shares to Gang
Consulting Inc. on May 7, 1999. Such shares will be Escrow Shares.
Address for Service of all Principal Vendors
--------------------------------------------
c/o 1500 - 000 Xxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx X0X 0X0
Agreement and Plan of Share Exchange
Page - 19
EXHIBIT B
Escrow Agreement
(Attached as Exhibit 10.3)
Agreement and Plan of Share Exchange
Page - 20
EXHIBIT C
Articles of Share Exchange
(Attached as Exhibit 2.1
Agreement and Plan of Share Exchange
Page - 21
EXHIBIT D
Certificate
(Attached)
Agreement and Plan of Share Exchange
Page - 22
EXHIBIT D
Certificate
I HEREBY CERTIFY that the form of written consent and Notice of Special
Meeting was sent to all of the shareholders of Sportsprize Entertainment Inc. on
May 7, 1999.
DATED this 7th day of May, 1999.
Sportsprize Entertainment, Inc.
/s/Xxxx Xxxxxx
----------------------------------------
Xxxx Xxxxxx, President
On behalf of the Principal Vendors
/s/Xxxx Xxxxxx
----------------------------------------
Xxxx Xxxxxx
Agreement and Plan of Share Exchange
Page - 23
SCHEDULE 1.1
Shareholder List of Sportsprize Enterprises, Inc.
Name of Shareholder Number of Shares Held
------------------- ---------------------
Xxx Xxxx 20,000
Adrail Services Ltd. 80,000
Xxx Apostalakos 100,000
Xxxxxxx Xxxxx 100,000
Xxxxxxx Xxxxxxx, Xxxx Xxxxxxx 40,000
and Xxxxxx Gosime
Xxxxx Xxxxxxx 40,000
Xxxxx X. Xxxxx 600,000 (restricted)
Xxxxxx Xxxxx 20,000
CKS Enterprises Ltd. 40,000
Clarion Investments 40,000
Xxxxx Xxxxxx Computer Consultants Inc. 160,000
Corp Finance Advisory Services Inc. 20,000
Xxxxx X. Xxxxxxx 600,000 (restricted)
Division Eight Holdings 40,000
Xxxxx Belle Fleur 20,000
Gang Consulting Inc. 500,000 (restricted)
Xxxxxxxx Xxxxxxxxxxx 20,000
Xxxxx Xxxx 40,000
Xxxxx Xxxxx 20,000
Xxxxxx Tigham Innovative Games 50,000
Xxxxxx Tigham Innovative Games 300,000 (escrowed)
Xxxx Xxxxxx 40,000
Xxxxxx Xxxxxx XxxXxx 150,000
Xxxxx XxXxxxxx 8,000
Marble Arch Development Corp. 160,000
Meadow Park North Ltd. 140,000
Xxxxx X. Xxxxxx 20,000
Xxxxx Cove Consulting Ltd. 25,000
Xxxxx Cove Consulting Ltd. 125,000 (escrowed)
Xxxxxxx X. Xxxxxx 600,000 (restricted)
Qual-ling Software, Inc. 100,000
Qual-ling Software, Inc. 100,000 (escrowed)
Xxxxx Xxxxxxxx 4,000
Xxxxxx Xxxxx 20,000
Xxxx Xxxxx 32,000
Xxxxxxx X. Xxxxxx 600,000 (restricted)
Agreement and Plan of Share Exchange
Page - 24
Name of Shareholder Number of Shares Held
------------------- ---------------------
X.X. Xxxxxx 40,000
Xxxxx Xxxxxxxx 50,000
Xxxxxxx X. Xxxxxxx 600,000 (restricted)
Xxxxx Xxxx 40,000
Yorkton Securities Inc. 100,000
----------
Total 5,804,000
==========
Agreement and Plan of Share Exchange
Page - 25
SCHEDULE 3.1
Certificate of Designation
The following persons shall be appointed as directors of Kodiak Graphics
Company on the "Effective Date", as that term is defined in the Agreement and
Plan of Share Exchange dated May 7, 1999, among Kodiak Graphics Company,
Sportsprize Entertainment Inc. and certain shareholders of Sportsprize
Entertainment Inc.:
Xxxx Xxxxxx
--------------------------------
--------------------------------
--------------------------------
Agreement and Plan of Share Exchange
Page - 26
SCHEDULE 3.3(a)
Options Granted by Sportsprize
Optionee Number of Options
------------------------------------------------------------------
Xxxxxxx Xxxxxx 300,000
Xxxxx Cove Consulting 100,000
Xxxxxx Xxxxxx XxxXxx 100,000
Gilmour XxXxx Xxxxxxx
Consulting Ltd.(1)
Xxxxxxx Xxxxxxxx 175,000
Meadow North Park Ltd. 100,000
------------------------------------------------------------------
Total 775,000
(1) Pursuant to a letter agreement dated April 1, 1999, Sportsprize agreed to
pay to Gilmour XxXxx Xxxxxxx Consulting Ltd. a consulting fees (on the basis of
a monthly retainer) in the amount of $2,500 per month for a period of six
months, 50% of which may be paid in the form of Options to acquire shares of
common stock of Sportsprize at $0.25 per share.
Agreement and Plan of Share Exchange
Page - 27
SCHEDULE 4.2(f)
Shareholder List of Kodiak Graphics Company
Date: APR 14, 1999 Stockholder Certificate List Page: 1
Time: 5:39PM Name Sequence
KODIAK GRAPHICS COMPANY
Stkhldr Name/Address Cert Number Issued Trans Shares
------------------------------------------------------------------------------------------------------------------------
AAL7307 AERO ATLANTIC LTD
PALM XXXXXXXX X X XXX 000
XXXX XXXX XXXXXXX
XXXXXXX XXXXXX XXXXXXX
0000 4/05/99 0000162 N N 450,000
JAO5195 XXXXXXX, XXXXXXX
COMPETETIVE EDGE, INC.
MAKATI CITY, M.M.
PHILLIPPINES
1001 9/10/97 0000108 N N 50,000
ACI7304 ANCHOR COVE INVESTMENTS INC
0 XXXXXXX XXXXX, XXXXXXX XXXX
XXXXXX, XXXXXX
XXXXXXX XX00 0XX
1046 4/05/99 0000158 N N 450,000
ACA5312 XXXXXXX, XXXXXXX X.
#20 EVERLASTING ST. BLK-3 LOT3
XX XXXX SUBD. XXXXXXX
LAS PINAS, M.M.
PHILLIPPINES,
1002 9/10/97 0000109 N N 26,000
XXX0000 XXXXXXX, XXXXXXX X.
701 MIDLAND MANSION
000 XXXXX XXXX, XXXXXXX XXXXXX
XXXXXX M.M.
PHILIPPINES,
1003 9/10/97 0000110 N N 20,000
LOB5767 XXXXXXXX, XXXXXXX O
701 MIDLAND MANSION
000 XXXXX XXXX
XXXXXX M M
PHILIPPINES,
1004 9/10/97 0000111 N N 50,000
CMB5197 XXXXXXXX, XXXXXXXXX X.
2149 INT. MAGINHANA ST.
MALATE, M.M.
PHILLIPPINES,
1005 9/10/97 0000112 N N 25,000
BCL6964 BCLM INVESTMENT CORPORATION
X X XXX 000 XXXXXXX XXXX 0XX
XXXXXX XXXX
Agreement and Plan of Share Exchange
Page - 28
Date: APR 14, 1999 Stockholder Certificate List Page: 2
Time: 5:39PM Name Sequence
KODIAK GRAPHICS COMPANY
Stkhldr Name/Address Cert Number Issued Trans Shares
------------------------------------------------------------------------------------------------------------------------
GRAND CAYMAN
CAYMAN ISLANDS BWI,
1053 4/05/99 0000167 N N 500,000
TCO6750 XXXXXXXX, XXXXXX
0000 XXX XXXXX
XXX XXXXX, XX 00000
1006 9/10/97 0000114 N N 2,500
CHO7309 CASTAWAYS HOLDINGS
PALM CHAMBER P O BOX 119
ROAD TOWN TORTOLA
BRITISH VIRGIN ISLANDS
1051 4/05/99 0000164 N N 450,000
RTC6751 CHAPTER, XXXXXXX T
0000 XXXXXXX
XXX XXXXX, XX 00000
1007 9/10/97 0000115 N N 2,500
CII7303 CRONWALL INVESTMENTS INC.
XXXXX 00, XXXX XXX XXXXXXXX XX
P O BOX N-1836
NASSAU, BAHAMAS
1045 4/05/99 0000157 N N 450,000
EPC6753 XXXX, XXXXXXXXXX P
000 X XXXXXXXXX XXX
XXXXXX, XXXXX
XXXXXXXXXXX
0000 9/10/97 0000116 N N 50,000
LAC6754 CURRENT, XXXXX A
0000 XXXXXX XXXXX
XXX XXXXX, XX 00000
1010 9/10/97 0000117 N N 5,000
DWI5927 DREAMWEAVER INVESTMENTS LTD
XXXXXXXXXXX XXXXX 0/0 XXXXXXX
XXXXXX 0 XXXXXXX
0000 4/05/99 0000155 N N 450,000
DIL7310 DYNAMIC INVESTMENTS LTD
PENTHOUSE SUITE, BUCKINGHAM SQ
WEST BAY RD, SMB, GRAND CAYMAN
CAYMAN ISLANDS BWI
1052 4/05/99 0000166 N N 450,000
Agreement and Plan of Share Exchange
Page - 29
Date: APR 14, 1999 Stockholder Certificate List Page: 3
Time: 5:39PM Name Sequence
KODIAK GRAPHICS COMPANY
Stkhldr Name/Address Cert Number Issued Trans Shares
------------------------------------------------------------------------------------------------------------------------
SDE6755 XXXXX, XXXXXX X
#000 X XXXXX XXXXXX
XXXXXX XXXX
XXXXXXXXXXX
0000 9/10/97 0000118 N N 50,000
TTE5573 XXXXXXXX, XXXXXX T
701 MIDLAND MANSION
000 XXXXX XXXX
XXXXXX M M
PHILIPPINES,
1012 9/10/97 0000153 N N 50,000
MEO1327 XXXXX, XXXXX 50-40-7230
0000 XXXXXX XX
XXX XXXXX, XX 00000
1013 9/10/97 0000120 N N 250,000
MFO6756 XXXXXXXX, XXXXXXX
0000 XXXX XXXX XXXXX
XXX XXXXX, XX 00000
1041 9/02/98 0000154 N 2,500
XXX0000 XXXXXXX, XXXXX X.
00-X XXXXX XXXXXX
XXXXXX XXXX
XXXXXX XXXXXX
PHILIPPINES,
1015 9/10/97 0000122 N N 15,000
AGO6757 XXXXXXXXXX, XXXXXX
0000 X XXXXXX #000
XXX XXXXX, XX 00000
1016 9/10/97 0000123 N N 5,000
KGO6270 XXXXXXXXX, XXXXXXXX
0000 XXXXXX XXXXX
XXXXXXXXX, XX 00000
1017 9/10/97 0000124 N N 500,000
XXX0000 XXXXXXXXXX, XXXXXXXX R
0000 X XXXXXXX #00
XXX XXXXX, XX 00000
1018 9/10/97 0000125 N N 20,000
CJO5206 XXXXXXX, XXXXXXX
0000 XXX XXXXXXXX XXXXXX
XXXXXX CITY, M.M.
PHILLIPPINES,
1019 9/10/97 0000126 N N 50,000
LIL7302 LAMPLIGHTER INVESTMENT LTD
00 XXXXX XXXX, XXXXXXXXXX
XXXXX, XXXXXXX XX00 0XX
1044 4/05/99 0000156 N N 450,000
Agreement and Plan of Share Exchange
Page - 30
Date: APR 14, 1999 Stockholder Certificate List Page: 4
Time: 5:39PM Name Sequence
KODIAK GRAPHICS COMPANY
Stkhldr Name/Address Cert Number Issued Trans Shares
------------------------------------------------------------------------------------------------------------------------
EMO6759 XXXXXXXXX, XXXXX
701 MIDLAND MANSION
1406 XXXXXXX XX, XXX XXXXXX
XXXXXX X X,
XXXXXXXXXXX,
0000 9/10/97 0000127 N N 5,000
RMO3975 MORATA, RIGS
00 XXX XXXXX XX
0X XXXXX XXX XXXXXXXXX
XXXXX XXXXXX 1700
PHILIPPINES,
1021 9/10/97 0000128 N N 50,000
LLR3987 XXXXXX, XXXX-LOTTE
0000 X XXXXXXXX XXXXXX
XXX XXXXX, XX 00000
1031 9/10/97 0000139 N N 250,000
XXX0000 XXXXX XX, XXXX
0000 XXXXX XXXXX
XXX XXXXX, XX 00000
*1022 9/10/97 0000131 N N 20,000
PTO4460 XXXXX, XXXXXXX T
0000 XXX XXXXX
#000
XXX XXXXX, XX 00000
*1023 9/10/97 0000130 N N 10,000
5006761 XXX, XXXX
0000 XXXXX XX
XXX XXXXX, XX 00000
1024 9/10/97 0000132 N N 40,000
XXX0000 XXXXX XX, XXXXXXXX T
1678 XXXXXXX XXXXXX XXXXXX
XXXX XXXXXX
XXXXXXXXXXX
0000 9/10/97 0000133 N N 20,000
SPO5503 XXXXXXXX, XXXXXXX
000 XXXXXXXX XXXXX
XXXXXXXXX, XX 00000
1026 9/10/97 0000134 N N 250,000
FPO5209 XXXXXX, XXXXXXXXXX
CAA COMPOUND
LAS PINAS, M.M.
PHILLIPPINES,
1027 9/10/97 0000135 N N 4,000
Agreement and Plan of Share Exchange
Page - 31
Date: APR 14, 1999 Stockholder Certificate List Page: 5
Time: 5:39PM Name Sequence
KODIAK GRAPHICS COMPANY
Stkhldr Name/Address Cert Number Issued Trans Shares
------------------------------------------------------------------------------------------------------------------------
JNP6767 XXXXXX, XXXXXX N
000 XXXXXXXX XXXX
XXX XXXXX, XX 00000
*1029 9/10/97 0000137 N N 2,500
TLP6763 XXXXXX, XXXXX L
000 XXXXXXXX XXXX
XXX XXXXX, XX 00000
*1028 9/10/97 0000136 N N 5,000
RPO6056 XXXXX, XXXXXXXX
265 XXXXXXX X XXXX
SAMPALOC M M
PHILIPPINES
1030 9/10/97 0000138 N N 30,000
CCS5213 SAURE, XXXXXXX X.
#000 XXXXXXXX XXXXXX
SAMP., M.M.
PHILLIPPINES,
1032 9/10/97 0000140 N N 5,000
XXX0000 XXXXXXX XX, KARENINA
265 XXXXXXX X XXXX
SAMPALOC M M
PHILIPPINES
1035 9/10/97 0000143 N N 50,000
BSO6057 SEVILLA, BERTHRAND
265 XXXXXXX X XXXX
SAMPALOC M M
PHILIPPINES
1033 9/10/97 0000141 N N 20,000
JSO6059 XXXXXXX, XXXX
265 XXXXXXX X XXXX
SAMPALOC M M
PHILIPPINES
1034 9/10/97 0000142 N N 20,000
SIL7305 SPIRIT INVESTMENTS LTD
00 XXXXXXXXX XXXXX-XXXXXXX
XXXXXX, XXXXXXXXXXX 1204
1047 4/05/99 0000160 N N 450,000
Agreement and Plan of Share Exchange
Page - 32
Date: APR 14, 1999 Stockholder Certificate List Page: 6
Time: 5:39PM Name Sequence
KODIAK GRAPHICS COMPANY
Stkhldr Name/Address Cert Number Issued Trans Shares
------------------------------------------------------------------------------------------------------------------------
_SO3980 XXXXXXXXXXX, XXXXXXX
0000 X XXXXXXX
#00X
XXX XXXXX, XX 00000
1036 9/10/97 0000144 N N 500,000
_SII7306 STRATHBURN INVESTMENTS INC
0XX XXXXX, XXXXXXXXX XXXXX
XXXXXXXXX XXXXXX
P O BOX N1836
NASSAU, BAHAMAS,
1048 4/05/99 0000161 N N 450,000
_SD6765 XXXXXXX, XXXXXXX
0000 XXXXXXX XXXXX
XXXXXXXXX, XX 00000
1037 9/10/97 0000145 N N 10,000
_MC6752 XXXXXXX X XXXXXXX
00 XXXXXX XXXXXX
XX XXXXX, XXXXXXXXX
XXXXXXXXXXX
1008 9/10/97 0000113 N N 50,000
_XX0000 XXXXXXXXX XXXXXX
XXXX XXXXXXX P O BOX
ROAD TOWN TORTOLA
BRITISH VIRGIN ISLANDS
1050 4/05/99 0000163 N N 450,000
_XX0000 XXX, XX. XXXXX X.
000 XXXXX XXXX #000
XXXXXXX XXXXXXX MAKITI, M.M.
PHILLIPPINES,
1038 9/10/97 0000146 N N 44,000
_LW6766 WEST, XXXXXXX L
0000 XXXXXXX XXX
XXX XXXXX, XX 00000
1039 9/10/97 0000147 N N 2,500
_WO4477 XXXXXX, XXXXXXXX
0000 X XXXXXXX XX
XXX XXXXX, XX 00000
1040 9/10/97 0000149 N N 2,500
Agreement and Plan of Share Exchange
Page - 33
Date: APR 14, 1999 Stockholder Certificate List Page: 7
Time: 5:39PM Name Sequence
KODIAK GRAPHICS COMPANY
Stkhldr Name/Address Cert Number Issued Trans Shares
------------------------------------------------------------------------------------------------------------------------
Certificates Shares
------------ ------
New 50 7,561,500
Reissued 1 2,500
51 Stockholders Restricted 0 0
Total 51 7,564,000
Agreement and Plan of Share Exchange
Page - 34
