AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT (the "Plan") effective as of the_______ day of
July, 1998, between Intercontinental Strategic Minerals, Inc., a Nevada
corporation ("ISM"); Computer Automation Systems, Inc., a Texas corporation
("CASI"); and all of the stockholders of CASI (the "CASI Stockholders");
WITNESSETH:
ISM wishes to acquire and the CASI Stockholders wish to exchan"
all of the outstanding common stock of CASI for common stock of ISM in a
transaction qualifying as a tax-free exchange pursuant to Section 368(a)(1)(B)
of the Internal Revenue Code of 1986, as amended; and
NOW, THEREFORE, in consideration of the mutual covenants and
promises contained herein, IT IS AGREED:
Section I
Exchange of Stock
1.1 Number of Shares. The CASI Stockholders agree to transfer to
ISM at the closing (the "Closing") 100% of the outstanding securities of CASI,
which are listed in Exhibit A hereof attached hereto and incorporated herein
by reference (the "CASI Shares"), in exchange for 6,400,000 shares of the one
mill ($0.001) par value "unregistered" and "restricted" common voting stock of
ISM, less 5% to be paid to certain consultants as reflected on Exhibits A and
I.
1.2 Delivery of Certificates by CASI Stockholders. The transfer
of the CASI Shares by the CASI Stockholders shall be effected by the delivery
to ISM at the Closing of stock certificates representing the transferred
shares duly endorsed in blank or accompanied by stock powers executed in
blank, with all signatures witnessed or guaranteed to the satisfaction of ISM
and with all necessary transfer taxes and other revenue stamps affixed and
acquired at the CASI Stockholders' expense.
1.3 Further Assurances. At the Closing and from time to time
thereafter, the CASI Stockholders shall execute such additional instruments
and take such other action as ISM may request in order to exchange and
transfer clear title and ownership in the CASI Shares to ISM.
1.4 Resignation of Present Directors and Executive Officers and
Designation of New Directors and Executive Officers. On Closing, the present
directors and executive officers of ISM, Xxxxxxx Xxxxxxxxxxxxx, Xxxxxxx Xxxxx
and Xxxxxx X. Xxxxxxx, shall resign, in seriatim, and designate the directors
and executive officers nominated by CASI to serve in their place and stead,
until the next respective annual meetings of the stockholders and Board of
Directors of ISM, and until their respective successors shall be elected and
qualified or until their respective prior resignations or terminations.
1.5 Name Change. As soon as practicable following the Closing, the
Certificate of Incorporation of ISM shall be amended to change the name of ISM
to "Computer Automation Systems, Inc."
1.6 Issuance of Shares of ISM for Cash and Services. At or prior to
the Closing, 187,498 "unregistered" and "restricted" shares of common stock of
ISM shall be issued to certain consultants in consideration of the sum of
$100,000 and services rendered in connection with the Plan and in accordance
with the Consent of Directors of ISM adopting, ratifying and approving the
Plan.
Section 2
Closing
The Closing contemplated by Section 1. 1 shall be held at the
offices of Xxxxxxx X. Xxxxxxxxxx, Esq., 455 East 000 Xxxxx, Xxxxx 000, Xxxx
Xxxx Xxxx, Xxxx, xx or before July 3 1, 1998, unless another place or time is
agreed upon in writing by the parties. The Closing may be accomplished by
wire, express mail or other courier service, conference telephone
communications or as otherwise agreed by the respective parties or their duly
authorized representatives.
Section 3
Representations and Warranties of ISM
ISM represents and warrants to, and covenants with, the CASI
Stockholders and CASI as follows:
3.1 Corporate Status. ISM is a corporation duly organized,
validly existing and in good standing under the laws of the State of Nevada
and is licensed or qualified as a foreign corporation in all states in which
the nature of its business or the character or ownership of its properties
makes such licensing or qualification necessary (Nevada only.) ISM is a
publicly held company, having previously and lawfully offered and sold a
portion of its securities in accordance with applicable federal and state
securities laws, rules and regulations.
3.2 Capitalization. The authorized capital stock of ISM consists
of 15,000,000 shares of one mill ($0.001) par value common voting stock, of
which 1,412,502 shares are issued and outstanding, all fully paid and non-
assessable; and 5,000,000 shares of one mill ($0.001) par value preferred
stock, none of which are issued and outstanding. Except as provided herein,
there are no outstanding options, warrants or calls pursuant to which any
person has the right to purchase any authorized and unissued common stock of
ISM.
3.3 Financial Statements. The financial statements of ISM
furnished to the CASI Stockholders and CASI, consisting of audited financial
statements for the periods ended December 31, 1997 and 1996, attached hereto
as Exhibit B and incorporated herein by reference, are correct and fairly
present the financial condition of ISM at such dates and for the periods
involved; such statements were prepared in accordance with generally accepted
accounting principles consistently applied, and no material change has
occurred in the matters disclosed therein, except as indicated in Exhibit C,
which is attached hereto and incorporated herein by reference. Such financial
statements do not contain any untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements made, in light
of the circumstances under which they were made, not misleading. ISM has had
no operations, as shown therein, and, as of this date has, and as of the date
of closing shall have, no debts or other obligations, including, but not
limited to, taxes, transfer agent fees, attorney's fees, accounting fees,
rent, wages, printing or mailing costs, insurance or any other claims or
liabilities, whether disclosed or undisclosed.
3.4 Undisclosed Liabilities. ISM has no liabilities of any
nature. None are reflected or reserved against in its balance sheets, whether
accrued, absolute, contingent or otherwise, including, without limitation, tax
liabilities and interest due or to become due.
3.5 Interim Changes. Since the date of its balance sheets, there
have been no (1) changes in financial condition, assets, liabilities or
business of ISM; (2) damages, destruction or losses of or to property of ISM,
payments of any dividend or other distribution in respect of any class of
stock of ISM, or any direct or indirect redemption, purchase or other
acquisition of any class of any such stock; or (3) obligations of any kind
incurred as to anyone, including, but not limited to compensation, retirement
benefits or other commitments to employees.
3.6 Title to Property. ISM has good and marketable title to all
properties and assets, real and personal, reflected in its balance sheets, and
the properties and assets of ISM are subject to no mortgage, pledge, lien or
encumbrance, and no default exists.
3.7 Litigation. There is no litigation or proceeding pending, or
to the knowledge of ISM, threatened, against or relating to ISM, its
properties or business. Further, no officer, director or person who may be
deemed to be an affiliate of ISM is party to any material legal proceeding
which could have an adverse affect on ISM (financial or otherwise), and none
is party to any action or proceeding wherein any has an interest adverse to
ISM.
3.8 Books and Records. From the date of this Plan to the
Closing, ISM will (1) give to the CASI Stockholders and CASI or their
respective representatives full access during normal business hours to all of
its offices, books, records, contracts and other corporate documents and
properties so that the CASI Stockholders and CASI or their respective
representatives may inspect and audit them; and (2) furnish such information
concerning the properties and affairs of ISM as the CASI Stockholders and CASI
or their respective representatives may reasonably request.
3.9 Tax Returns. ISM has filed all federal and state income or
franchise tax returns required to be filed or has received currently effective
extensions of the required filing dates.
3.10 Confidentiality. Until the Closing (and thereafter if
there is no Closing), ISM and its representatives 'will keep confidential any
information which they obtain from the CASI Stockholders or from CASI
concerning the properties, assets and business of CASI. If the transactions
contemplated by this Plan are not consummated by July 31, 1998, ISM will
return to CASI all written matter with respect to CASI obtained by ISM in
connection with the negotiation or consummation of this Plan.
3.11 Investment Intent. ISM is acquiring the CASI Shares to be
transferred to it under this Plan for investment and not with a view to the
sale or distribution thereof, and ISM has no commitment or present intention
to liquidate CASI or to sell or otherwise dispose of the CASI Shares.
3.12 Corporate Authority . ISM has full corporate power and
authority to enter into this Plan and to carry out its obligations hereunder
and will deliver to the CASI Stockholders and CASI or their respective
representatives at the Closing a certified copy of resolutions of its Board of
Directors authorizing execution of this Plan by its officers and performance
thereunder.
3.13 Due Authorization. Execution of this Plan and perfon-xxxxx
by ISM hereunder have been duly authorized by all requisite corporate action
on the part of ISM, and this Plan constitutes a valid and binding obligation
of ISM and performance hereunder will not violate any provision of the
Articles of Incorporation, Bylaws, agreements, mortgages or other commitments
of ISM.
3.14 Environmental Matters. ISM has no knowledge of any
assertion by any governmental agency or other regulatory authority of any
environmental lien, action or proceeding, or of any cause for any such lien,
action or proceeding related to the business operations of ISM. In addition,
to the best knowledge of ISM, there are no substances or conditions which may
support a claim or cause of action against ISM or any of its current or former
officers, directors, agents or employees, whether by a governmental agency or
body, private party or individual, under any Hazardous Materials Regulations.
"Hazardous Materials" means any oil or petrochemical products, PCB's,
asbestos, urea formaldehyde, flammable explosives, radioactive materials,
solid or hazardous wastes, chemicals, toxic substances or related materials,
including, without limitation, any substances defined as or included in the
definition of "hazardous substances," "hazardous wastes," "hazardous
materials," or "toxic substances" under any applicable federal or state laws
or regulations. "Hazardous Materials Regulations" means any regulations
governing the use, generation, handling, storage, treatment, disposal or
release of hazardous materials, including, without limitation, the
Comprehensive Environmental Response, Compensation and Liability Act, the
Resource Conservation and Recovery Act and the Federal Water Pollution Control
Act.
3.15 Access to Information Regarding CASI. ISM acknowledges
that it has been delivered copies of documents ISM has requested from CASI,
which CASI believes to be sufficient material information respecting CASI and
its present and contemplated business operations, potential acquisitions,
management and other factors; ISM further acknowledges that it has had a
reasonable opportunity to review such documentation and discuss it, to the
extent desired, with its legal counsel, directors and executive officers; that
it has had, to the extent desired, the opportunity to ask questions of and
receive responses from the directors and executive officers of CASI, and with
the legal and accounting firms of CASI, with respect to such documentation;
and that to the extent requested, all questions raised have been answered and
documents requested have been provided to ISM to its complete satisfaction.
Section 4
Representations, Warranties and Covenants of CASI
CASI represents and warrants to, and covenants with, ISM as
follows:
4.1 CASI Shares. The CASI Stockholders are the record and
beneficial owners of all of the CASI Shares listed in Exhibit A, free and
clear of adverse claims of third parties; and Exhibit A correctly sets forth
the names, addresses and the number of CASI Shares owned by the CASI
Stockholders.
4.2 Corporate Status. CASI is a corporation duly organized,
validly existing and in good standing under the laws of the State of Texas and
is licensed or qualified as a foreign corporation in all states in which the
nature of its business or the character or ownership of its properties makes
such licensing or qualification necessary.
4.3 Capitalization. The authorized capital stock of CASI
consists of 10,000,000 shares of common voting stock, no par value, of which
1,000 shares are issued and outstanding, all ftilly paid and non-assessable.
There are no outstanding options, warrants or calls pursuant to which any
person has the right to purchase any authorized and unissued capital stock of
CASI.
4.4 Financial Statements. The financial statements of CASI
furnished to ISM, consisting of an unaudited balance sheet dated June 29,
1998, and a profit and loss statement from inception (February 13, 1998) to
June 29, 1998, attached hereto as Exhibit D, and incorporated herein by
reference, are correct and fairly present the financial condition of CASI as
of these dates and for the periods involved, and such statements were prepared
in accordance with generally accepted accounting principles consistently
applied. To the best of CASI's knowledge, these financial statements do not
contain any untrue statement of a material fact or omit to state a material
fact necessary in order to make the statements made, in light of the
circumstances under which they were made, not misleading.
4.5 Undisclosed Liabilities. CASI knows of no material
liabilities of any nature except to the extent reflected or reserved against
in the balance sheets, whether accrued, absolute, contingent or otherwise,
including, without limitation, tax liabilities and interest due or to become
due, except as set forth in Exhibit E attached hereto and incorporated herein
by reference.
4.6 Interim Changes. To the best of CASI's knowledge, except as
set forth in Exhibit E, there have been no (1) changes in the financial
condition, assets, liabilities or business of CASI, in the aggregate, have
been materially adverse; (2) damages, destruction or loss of or to the
property of CASI, payment of any dividend or other distribution in respect of
the capital stock of CASI, or any direct or indirect redemption, purchase or
other acquisition of any such stock; or (3) increases paid or agreed to in the
compensation, retirement benefits or other commitments to its employees.
4.7 Title to Property. CASI has good and marketable title to all
properties and assets, real and personal, proprietary or otherwise, reflected
in these balance sheets, and the properties and assets of CASI are subject to
no mortgage, pledge, lien or encumbrance, except as reflected in the balance
sheet or in Exhibit E, with respect to which no default exists.
4.8 Litigation. Except as set forth in Exhibit E, there is no
litigation or proceeding pending, or to the knowledge of CASI, threatened,
against or relating to CASI or its properties or business, except as set forth
in Exhibit E. Further, no officer, director or person who may be deemed to be
an affiliate of CASI is party to any material legal proceeding which could
have an adverse effect on CASI (financial or otherwise), and none is party to
any action or proceeding wherein any has an interest adverse to CASI.
4.9 Books and Records. From the date of this Plan to the
Closing, CASI will (1) give to ISM and its representatives filll access during
normal business hours to all of its offices, books, records, contracts and
other corporate documents and properties so that ISM may inspect and audit
them; and (2) famish such information concerning the properties and affairs of
CASI as ISM may reasonably request.
4.10 Tax Returns. CASI has filed all federal and state income
or franchise tax returns required to be filed or has received currently
effective extensions of the required filing dates.
4.11 Confidentiality. Until the Closing (and continuously if
there is no Closing), CASI, the CASI Stockholders and their representatives
will keep confidential any information which they obtain from ISM concerning
its properties, assets and business. If the transactions contemplated by this
Plan are not consummated by July 31, 1998, CASI and the CASI Stockholders will
return to ISM all written matter with respect to ISM obtained by them in
connection with the negotiation or consummation of this Plan.
4.12 Investment Intent. The CASI Stockholders are acquiring the
shares to be exchanged and delivered to them under this Plan for investment
and not with a view to the sale or distribution thereof, and the CASI
Stockholders have no commitment or present intention to liquidate the Company
or to sell or otherwise dispose of the ISM shares. The CASI Stockholders shall
execute and deliver to ISM on the Closing an Investment Letter attached hereto
as Exhibit F and incorporated herein by reference, acknowledging the
"unregistered" and "restricted" nature of the shares of ISM being received
under the Plan in exchange for the CASI Shares, and receipt of certain
material information regarding ISM.
4.13 Corporate Authority. CASI has full corporate power and
authority to enter into this Plan and to carry out its obligations hereunder
and will deliver to ISM or its representative at the Closing a certified copy
of resolutions of its Board of Directors authorizing execution of this Plan by
its officers and performance thereunder.
4.14 Due Authorization. Execution of this Plan and performance
by CASI hereunder have been duly authorized by all requisite corporate action
on the part of CASI, and this Plan constitutes a valid and binding obligation
of CASI and performance hereunder will not violate any provision of the
Articles of Incorporation, Bylaws, agreements, mortgages or other commitments
of CASI.
4.15 Environmental Matters. CASI has no knowledge of any
assertion by any governmental agency or other regulatory authority of any
environmental lien, action or proceeding, or of any cause for any such lien,
action or proceeding related to the business operations of CASI or its
predecessors. In addition, to the best knowledge of CASI, there are no
substances or conditions which may support a claim or cause of action against
CASI or any of its current or former officers, directors, agents, employees or
predecessors, whether by a governmental agency or body, private party or
individual, under any Hazardous Materials Regulations. "Hazardous Materials"
means any oil or petrochemical products, PCB's, asbestos, urea formaldehyde,
flammable explosives, radioactive materials, solid or hazardous wastes,
chemicals, toxic substances or related materials, including, without
limitation, any substances defined as or included in the definition of
"hazardous substances ... .. hazardous wastes," "hazardous materials," or
"toxic substances" under any applicable federal or state laws or regulations.
"Hazardous Materials Regulations" means any regulations governing the use,
generation, handling, storage, treatment, disposal or release of hazardous
materials, including, without limitation, the Comprehensive Environmental
Response, Compensation and Liability Act, the Resource Conservation and
Recovery Act and the Federal Water Pollution Control Act.
4.16 Access to Information Regarding ISM. CASI and the CASI
Stockholders acknowledge that they have been delivered copies of what has been
represented to be documentation containing all material information respecting
ISM and its present and contemplated business operations, potential
acquisitions, management and other factors; that they have had a reasonable
opportunity to review such documentation and discuss it, to the extent
desired, with their legal counsel, directors and executive officers; that they
have had, to the extent desired, the opportunity to ask questions of and
receive responses from the directors and executive officers of ISM, and with
the legal and accounting firms of ISM, with respect to such documentation; and
that to the extent requested, all questions raised have been answered to their
complete satisfaction.
Section 5
Conditions Precedent to Obligations of CAST and the CAST Stockholders
All obligations of CASI and the CASI Stockholders under this Plan
are subject, at their option, to the fulfillment, before or at the Closing, of
each of the following conditions:
5.1 Representations and Warranties True at Closing. The
representations and warranties of ISM contained in this Plan shall be deemed
to have been made again at and as of the Closing and shall then be true in all
material respects and shall survive the Closing.
5.2 Due Performance. ISM shall have performed and complied with
all of the terms and conditions required by this Plan to be performed or
complied with by it before the Closing.
5.3 Officers' Certificate. CASI and the CASI Stockholders shall
have been furnished with a certificate signed by the President of ISM,
attached hereto as Exhibit G and incorporated herein by reference, dated as of
the Closing, certifying (1) that all representations and warranties of ISM and
Xxxxxx contained herein are true and correct; and (2) that since the date of
the financial statements (Exhibit B hereto), there has been no material
adverse change in the financial condition, business or properties of ISM,
taken as a whole.
5.4 Opinion of Counsel of ISM. CASI and the CASI Stockholders
shall have received an opinion of counsel for ISM, dated as of the Closing, to
the effect that (1) the representations of Sections 3.1, 3.2 and 3.12 are
correct; (2) except as specified in the opinion, counsel knows of no
inaccuracy in the representations in 3.5, 3.6 or 3.7; and (3) the shares of
ISM to be issued to the CASI Stockholders under this Plan will, when so
issued, be validly issued, fully paid and non-assessable.
5.5 Assets and Liabilities of ISM. ISM shall have $100,000 in
cash assets and no liabilities at Closing, and all costs, expenses and fees
incident to the Plan shall have been paid.
5.6 Resignation of Directors and Executive Officers and
Designation of New Directors and Executive Officers. The present directors and
executive officers of ISM shall resign, and shall have designated nominees of
CASI as directors and executive officers of ISM to serve in their place and
stead, until the next respective annual meetings of the stockholders and Board
of Directors of ISM, and until their respective successors shall be elected
and qualified or until their respective prior resignations or terminations.
Section 6
Conditions Precedent to Obligations of ISM
All obligations of ISM under this Plan are subject, at its option,
to the fulfillment, before or at the Closing, of each of the following
conditions:
6.1 Representations and Warranties True at Closing. The
representations and warranties of CASI and the CASI Stockholders contained in
this Plan shall be deemed to have been made again at and as of the Closing and
shall then be true in all material respects and shall survive the Closing.
6.2 Due Performance. CASI and the CASI Stockholders shall have
performed and complied with all of the terms and conditions required by this
Plan to be performed or complied with by them before the Closing.
6.3 Officers' Certificate. ISM shall have been furnished with a
certificate signed by the President of CASI, attached hereto as Exhibit H and
incorporated herein by reference, dated as of the Closing, certifying (1) that
all representations and warranties of CASI and the CASI Stockholders contained
herein are true and correct; and (2) that since the date of the financial
statements (Exhibit D), there has been no material adverse change in the
financial condition, business or properties of CASI, taken as a whole.
6.4 Opinion of Counsel of CASI. ISM shall have received an
opinion of counsel for CASI, dated as of the Closing, to the effect that (1)
the representations of Sections 4.2, 4.3 and 4.13 are correct; (2) except as
specified in the opinion, counsel knows of no inaccuracy in the
representations in 4.7 or 4.8; (3) the CASI Shares to be delivered to ISM
under this Plan will, when so delivered, have been validly issued, fully paid
and non-assessable.
6.5 Books and Records. The CASI Stockholders or the Board of
Directors of CASI shall have caused CASI to make available all books and
records of CASI, including minute books and stock transfer records; provided,
however, only to the extent requested in writing by ISM at Closing.
6.6 Acceptance by CASI Stockholders. The terms of this
Plan shall have been accepted by the CASI Stockholders by execution and
delivery of a copy of the Plan and related instruments.
Section 7
Termination
Prior to Closing, this Plan may be terminated (1) by mutual
consent in writing; (2) by either the sole director of ISM or CASI and the
CASI Stockholders if there has been a material misrepresentation or material
breach of any warranty or covenant by the other party; or (3) by either the
directors of ISM or CASI and the CASI Stockholders if the Closing shall not
have taken place, unless adjourned to a later date by mutual consent in
writing, by the date fixed in Section 2.
Section 8
General Provisions
8.1 Further Assurances. At any time, and from time to time,
after the Closing, each party will execute such additional instruments and
take such action as may be reasonably requested by the other party to confirm
or perfect title to any property transferred hereunder or otherwise to carry
out the intent and purposes of this Plan.
8.2 Waiver. Any failure on the part of any party hereto to
comply with any of its obligations, agreements or conditions hereunder may be
waived in writing by the party to whom such compliance is owed.
8.3 Brokers. Except as set forth in Exhibits A and I, each party
represents to the other parties hereunder that no broker or finder has acted
for it in connection with this Plan, and ISM agrees to indemnify and hold
harmless CASI and the CASI Stockholders against any fee, loss or expense
arising out of claims by brokers or finders employed or alleged to have been
employed by ISM.
8.4 Notices. All notices and other communications hereunder
shall be in writing and shall be deemed to have been given if delivered in
person or sent by prepaid first class registered or certified mail, return
receipt requested, as follows:
If to ISM: 0000 Xxxxx 000 Xxxx, #000
Xxxx Xxxx Xxxx, Xxxx 00000
With a copy to: Xxxxxxx X. Xxxxxxxxxx, Esq.
455 East 000 Xxxxx, #000
Xxxx Xxxx Xxxx, Xxxx 00000
If to CASI: 0000 X. Xxxxx Xxxxxxx, Xxxxx 000
Xxxxx, Xxxxx 00000
With a copy to: M. Xxxxxxx Xxxxxxx, Esq.
Xxx Xxxxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
If to the CASI To the Addresses listed in Exhibit A
Stockholders:
8.5 Entire Agreement. This Plan constitutes the entire agreement
between the parties and supersedes and cancels any other agreement,
representation, or communication, whether oral or written, between the parties
hereto relating to the transactions contemplated herein or the subject matter
hereof.
8.6 Headings. The section and subsection headings in this Plan
are inserted for convenience only and shall not affect in any way the meaning
or interpretation of this Plan.
8.7 Governing Law. This Plan shall be governed by and construed
and enforced in accordance with the laws of the State of Nevada, except to the
extent pre-empted by federal law, in which event (and to that extent only),
federal law shall govern.
8.8 Assignment. This Plan shall inure to the benefit of, and be
binding upon, the parties hereto and their successors and assigns; provided
however, that any assignment by any party of its rights under this Plan
without the prior written consent of the other parties shall be void.
8.9 Counterparts. This Plan may be executed simultaneously in
two or more counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement and
Plan of Reorganization effective the day and year first above written.
INTERCONTINENTAL STRATEGIC
MINERALS, INC.
Date: 7/23/98. By/s/Xxxxxxx Xxxxx
Xxxxxxx Xxxxx, Vice President
COMPUTER AUTOMATION SYSTEMS, INC.
Date: 7/23/98. By/s/Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx, President
COMPUTER AUTOMATION
SYSTEMS, INC. STOCKHOLDERS
Date: 7/23/98. /s/Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
Date: 7/23/98. /s/Xxxxxx XxXxxxxx
Xxxxxx XxXxxxxx
Date: 7/23/98. /s/Xxxxxx Xxxx
Xxxxxx Xxxx
EXHIBIT A
Number of Shares of
Number of Shares ISM
Owned of to be
Name and Address CASI Received in Exchange
Xxxxxxx X. Xxxxxx 700 4,256,000
0000 Xxxxxxx
Xxxxxxxxxx, Xxxxx 00000
Xxxxxx XxXxxxxx 150 912,000
0000 Xxxxxxxxx
Xxxxxx, Xxxxx 00000
Xxxxxx Xxxx 150 912,000
0000 Xxxxxxxxx
Xxxxxx, Xxxxx 00000
Consultants:*
X.X. Xxxxxxxx 106,667
0000 Xxxxxxxx, #000
Xxxxxxx, Xxxxx 00000
Xxxxx Xxxxx 106,666
00000 XX 00xx Xxx.
Xxxxxxxx, XX 00000
Xxxxx X. Xxxxxxx 106,667
0000 Xxxxx Xxxxx, #000
Xxxxxxx, Xxxxx 00000
6,400,000
*Also, see Exhibit I.
EXHIBIT B
INTERCONTINENTAL STRATEGIC MINERALS, INC.
AUDITED FINANCIAL STATEMENTS
FOR THE PERIODS ENDED DECEMBER 31,1997 AND 1996
INTERCONTINENTAL STRATEGIC MINERALS, INC.
[A DEVELOPMENT STAGE COMPANY]
FINANCIAL STATEMENTS
December 31, 1997 and 1996
[WITH INDEPENDENT AUDITORS' REPORT]
Independent Auditors' Report
The Board of Directors and Shareholders
Intercontinental Strategic Minerals, Inc.
We have audited the balance sheets of Intercontinental Strategic Minerals,
Inc. [a development stage company] as of December 31, 1997 and 1996, and the
related statements of operations, stockholders' equity/(deficit), and cash
flows for the years ended December 31, 1997 and 1996. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit. The financial statements of Intercontinental Strategic Minerals,
Inc. for the period from July 16, 1981 [inception] to December 31, 1990, were
audited by other auditors, whose report dated January 31, 1991, expressed an
unqualified opinion on those statements.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Intercontinental Strategic
Minerals, Inc. as of December 31, 1997, and the results of its operations and
its cash flows for the period then ended in conformity with generally accepted
accounting principles.
The accompanying financial statements have been prepared assuming that
Intercontinental Strategic Minerals, Inc. will continue as a going concern.
As discussed in Note 2 to the financial statements, the Company has incurred
losses from inception amounting to $99,838, and has a net working capital
deficit as of the audit date. These issues raise substantial doubt about its
ability to continue as a going concern. Management's plans in regard to these
matters are also described in Note 2. The financial statements do not include
any adjustment that might result from the outcome of this uncertainty.
/S/Xxxxxxx, XxXxxxxxxx & Associates
XXXXXXX, XxXXXXXXXX & ASSOCIATES
Salt Lake City, Utah
February 27, 1998
INTERCONTINENTAL STRATEGIC MINERALS, INC.
[A Development Stage Company]
Balance Sheet
December 31, 1997 and 1996
ASSETS
1997 1996
Current Assets $ -0- $ -0-
Total Assets $ -0- $ -0-
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Payable to stockholder $ 6,588 $ 3,367
State franchise taxes payable 100 100
Total Current Liabilities 6,688 3,467
Total Liabilities 6,688 3,467
Stockholders' Deficit - Note 1:
Common stock, $.0005 par value;
authorized 200,000,000 shares; issued
and outstanding 13,250,000 6,625 6,625
Additional paid-in capital 86,525 86,525
Deficit accumulated during the
development stage (99,838) (96,617)
Total Stockholders' Deficit (6,688) (3,467)
Total Liabilities and
Stockholders Deficit $ -0- $ -0-
See accompanying notes to financial statements
INTERCONTINENTAL STRATEGIC MINERALS, INC.
[A Development Stage Company]
Statements of Operations
For the Years Ended December 31, 1997 and 1996
And for the Period from Inception [July 16, 1981]
Through December 31, 1997
Year Ended Year Ended Inception
Dec. 31, Dec. 31, to Dec. 31,
1997 1996 1997
Revenue -0- -0- -0-
General and Administrative
Expenses 3,121 2,547 98,982
Operating Loss (3,121) (2,547) (98,982)
Other Income (Expense)
Interest income -0- -0- 164
Net Loss Before Taxes -0- -0- (98,818)
Income taxes 100 100 1,020
Net Loss $ (3,221) $ (2,647) $ (99,838)
Loss per share $ (.01) $ (.01)
Weighted Average Shares
Outstanding - Note 1 13,250,000 13,250,000
See accompanying notes to financial statements
INTERCONTINENTAL STRATEGIC MINERALS, INC.
[A Development Stage Company]
Statements of Stockholders' Equity/(Deficit)
For the Years Ended December 31, 1997 and 1996
and for the Period from Inception [July 16, 1981]
Through December 31, 1997
Deficit
Accumulated
Additional During Net
Common Common Paid in Development Stockholders'
Shares Stock Capital Stage Equity/(Deficit)
Balance at Inception,
July 16, 1981 - $ - $ - $ - $ -
Issued 3,250,000 shares of
common stock to officers &
directors on July 16, 1981,
for $12,500 3,250,000 1,625 10,875 12,500
Issued 10,000,000 share of
common stock to the public
for $0.01 per share 10,000,000 5,000 95,000 100,000
Less costs of public
offering (20,000) (20,000)
Accumulated deficit
from inception [07/16/81]
through December 31, 1988 (92,500) (92,500)
Balance,
December 31, 1988 13,250,000 6,625 85,875 (92,500) -0-
Expenses paid on behalf
of the company by a
shareholder 550 550
Loss for the Year Ended
December 31, 1989 (793) (793)
Balance,
December 31, 1989 13,250,000 6,625 86,425 (93,293) (243)
Expenses paid on behalf
of the company by a
shareholder 100 100
Loss for the Year Ended
December 31, 1990 (331) (331)
Balance,
December 31, 1990 13,250,000 6,625 86,525 (93,624) (474)
Loss for the year ended
December 31, 1991 (179) (179)
Balance,
December 31, 1991 13,250,000 6,625 86,525 (93,803) (653)
Loss for the Year Ended
December 31, 1992 (167) (167)
Balance,
December 31, 1992 13,250,000 6,625 86,525 (93,970) (820)
Loss for the Year Ended
December 31, 0000 -0- -0-
Xxxxxxx,
December 31, 1993 13,250,000 6,625 86,525 (93,970) (820)
Loss for the Year Ended
December 31, 0000 -0- -0-
Xxxxxxx,
December 31, 1994 13,250,000 6,625 86,525 (93,970) (820)
Loss for the Year Ended
December 31, 0000 -0- -0-
Xxxxxxx,
December 31, 1995 13,250,000 6,625 86,525 (93,970) (820)
Loss for the Year Ended
December 31, 1996 (2,647) (2,647)
Balance,
December 31, 1996 13,250,000 6,625 86,525 (96,617) (3,467)
Loss for the Year Ended
December 31, 1997 (3,221) (3,221)
Balance,
December 31, 1997 13,250,000 $ 6,625 $86,525 $ (99,838) $ (6,688)
See accompanying notes to financial statements
INTERCONTINENTAL STRATEGIC MINERALS, INC.
[A Development Stage Company]
Statements of Cash Flows
For the Years Ended December 31, 1997 and 1996
And for the Period From Inception [July 16, 1981]
Through December 31, 1997
Inception
Year Ended Year Ended to
12/31/97 12/31/96 12/31/97
Cash Flows from Operating
Activities:
Net Loss $ (3,221) $ (2,647) $ (99,838)
Adjustments to reconcile
net loss to net cash
provided by/(used for)
operating activities:
Expenses paid on behalf
of company by a
shareholder 3,221 3,367 7,238
Increase (decrease)in
franchise taxes payable -0- (720) 100
Net Cash Used in
Operating Activities -0- -0- (92,500)
Cash Flows From Financing
Activities:
Proceeds from issuance of
common stock -0- -0- 92,500
Net Increase (Decrease) in cash -0- -0- -0-
Beginning Cash -0- -0- -0-
Ending Cash $ -0- $ -0- $ -0-
Supplemental Disclosure of
Cash Flow Information
Cash paid during the period
for interest $ -0- $ -0- $ -0-
for taxes $ -0- $ -0- $ -0-
See accompanying notes to financial statements
INTERCONTINENTAL STRATEGIC MINERALS, INC.
[A Development Stage Company]
Notes to Financial Statements
December 31, 1997
Note 1 Summary of Significant Accounting Policies
(a) Organization and History:
The Company incorporated under the laws of the State of Utah on July
16, 1981, under the name of Intercontinental Strategic Minerals, Inc.
The Company was formed primarily for the purpose of engaging in the
business of acquiring interests in mining properties for exploration,
development and/or resale and otherwise buying, selling, trading and dealing
with natural resource properties. In 1983, all assets and liabilities were
liquidated and the Company has had no activity since then. The Company is
currently seeking new business opportunities and is classified as a
development stage company for financial reporting purposes.
(b) Basis of Presentation:
The accompanying financial statements have been prepared on a going
concern basis which contemplates the realization of assets and the
satisfaction of liabilities and commitments in the normal course of business.
The Company plans to seek additional capital to continue as a going concern
through merger or acquisition of existing companies.
(c) Loss per Share:
Loss per share of common stock is based on the weighted average
number of shares issued and outstanding.
(d) Provision for Taxes:
No provision for federal income taxes has been made due to the
Company's dormant status for the years after December 31, 1988. State
franchise taxes have been accrued at the minimum amounts required by the state
of Utah, along with penalties and interest due.
(e) Use of Estimates in Preparation of Financial Statements:
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities, and
disclosure of contingent assets and liabilities at the date of the financial
statements, and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
(f) Statement of Cash Flows
For purposes of the statements of cash flows, the Company considers
cash on deposit in the bank to be cash. The Company has $0 cash at December
31, 1997.
Note 2 Liquidity
The Company has incurred losses from inception amounting to $99,838,
and has a net working capital deficit at December 31, 1997. Financing the
Company's activities to date has been primarily generated from the issuance of
its shares and loans from shareholders. The Company's ability to achieve a
level of profitable operations and/or additional financing impacts the
Company's ability to continue as it is presently organized. Management is
currently seeking a well-capitalized merger candidate in order to commence
operations.
Note 3 Related Party Transactions
A stockholder has paid expenses on behalf of the Company in the
amount of $6,588, as of December 31, 1997.
Note 4 Common Stock
On January 14, 1998, the Company resolved to issue 15,000,000
restricted and unregistered shares of common stock to a shareholder as
consideration for expenses paid on behalf of the Company and for consulting
services.
EXHIBIT C
None.
EXHIBIT D
COMPUTER AUTOMATION SYSTEMS, INC.
BALANCE SHEET DATED JUNE 29,1998
AND
PROFIT AND LOSS STATEMENT FROM INCEPTION (February 13,1998)
TO JUNE 29,1998
Computer Automation Systems, Inc.
Balance Sheet
As of June 29, 1998
Jun 29,'98
ASSETS
Current Assets
Checking/Savings
XXXXX FARGO BANK 445.00
Total Checking/Savings 445.00
Accounts Receivable 38,495.13
Accounts Receivable
Total Accounts Receivable 38,495.13
Other Current Assets
Inventory Asset 4,514.45
Total Other Current Assets 4,514.45
Total Current Assets 43,454.58
Fixed Assets
Equipment CA 233,287.83
Office Equipment 4,909.48
Total Fixed Assets 238,197.31
Other Assets
Inventory 2,300.20
Organization Cost 310.00
Total Other Assets 2,610.20
TOTAL ASSETS 284,262.09
LIABILITIES & EQUITY
Liabilities
Current Liabilities
Accounts Payable
Accounts Payable 11,973.15
Total Accounts Payable 11,973.15
Total Current Liabilities 11,973.15
Long Term Liabilities
Equipment Contract 8,287.83
Shareholder Loan CM 57,443.12
Shareholder Loans Cherry 10,918.97
Total Long Term Liabilities 16,649.92
Total Liabilities 88,623.07
Equity
Common Stock 1,000.00
Paid In Capital 225,000.00
Net Income -30,360.98
Total Equity 195,639.02
TOTAL LIABILITIES & EQUITY 284,262.09
Computer Automation Systems, Inc.
Profit and Loss
February 13 through June 29, 1998
Feb 13 - Jun 29, '98
Ordinary Income/Expense
Income
OTHER 2,834.00
RACKMOUNT 46,569.00
REPAIRS& SERVICE CA 18,243.00
Total Income 67,646.00
Cost of Goods Sold
Cost of Goods Sold
Contracted Manufacturer 533.80
Freight 185.76
Purchased Parts 31,439.46
Cost of Goods Sold - Other 0.00
Total Cost of Goods Sold 32,159.02
Total COGS 32,159.02
Gross Profit 35,486.98
Expense
AIR TRAVEL 356.00
CONTRACTED SERVICES 58,513.07
Legal Fees 2,500.00
MEALS & PROMOTION 44.00
OFFICE SUPPLIES 1,610.41
POSTAGE 419.82
TELEPHONE 2,404.66
Total Expense 65,847.96
Net Ordinary income -30,360.98
Other Income/Expense
Other Expense
contract Services 0.00
Total Other Expense 0.00
Net Other Income 0.00
Net Income -30,360.98
EXHIBIT E
LAW OFFICES OF
XXXXXXXX XXXXXX XXXXXX, P.C.
00000 XXXXXX XXXXXXX. XXXXX 0000
XXXXXX, XXXXX 00000-0000
XXXXXXXX X. XXXXXXX (000)000-0000
FAX (000) 000-0000
MAY 22, 1998
To Whom It may Concern:
I represent Xxxx Xxxxxx and Computer Automation Systems, Inc. Xxxx
asked me to write regarding his ownership interest in Computer Automation
Systems, Inc. and the litigation involving Cytec Software Systems, Inc.
Currently, Xx. Xxxxxx has filed a lawsuit against Cytec Software
Systems, Inc. and Xxxxx Xx Xxxx, who is the President of Cytec. This lawsuit
alleges that Cytec is illegally holding computer repair parts, etc. belonging
to Xx. Xxxxxx. Recently, Xx. Xx Xxxx filed a general denial of Xx. Xxxxxx'x
lawsuit without including any counterclaims against Xx. Xxxxxx or any other
person or entity. To date, Cytec has not responded to the lawsuit and has not
filed a counterclaim against Xx. Xxxxxx or any other person or entity.
Based on my conversations with Xx. Xxxxxx, Cytec and Xx. Xx Xxxx are
illegally holding on to computer repair equipment, computer control equipment,
parts, plans, specification and other computer related items which were owned
by Xx. Xxxxxx. This fact has been corroborated by Xxxxxx X. Xxxxx who is the
former Chief Financial Officer of Computer Automation Services, Inc. and who
sold Xx. Xxxxxx these assets. I anticipate that the testimony in lawsuit will
further corroborate Xx. Xxxxxx'x position and he will eventually recover his
assets.
Sincerely,
/s/ Xxxxxxxx X. Xxxxxxx
CAUSE NO.
IN THE DISTRICT COURT
XXXXXXX XXXXXX
Plaintiff,
DALLAS COUNTY, TEXAS
CYTEC SOFTWARE SYSTEMS, INC
and XXXXX XX XXXX
Defendants JUDICIAL DISTRICT
PLAINTIFF'S ORIGINAL PETITION
T0 THE HONORABLE JUDGE OF SAID COURT:
COMES NOW, Xxxxxxx Xxxxxx (Plaintiff) in the above entitled and numbered
cause, complaining of Cytec Softvare Systems, Inc. and Xxxxx Xx Xxxx
(Defendants) for cause of action file this his Plaintiff's Original Petition,
and would respectfully show the Court as follows:
I.
PARTIES
PLAINTIFF:
1.1 Plaintiff is an individual residing in Dallas, Dallas County, Texas.
DEFENDANT.
2.1 Cytec Software Systems, Inc. is a Texas corporation doing business in
Dallas, Dallas County, Texas and may be served by and through its registered
agent for service at:
0000 Xxxx 0xx Xxxxxx, Xxxxxx, Xxxxx 00000.
3.1 Xxxxx Xx Xxxx is on individual who may be served at:
00000 Xxxxxx Xxxxx, Xxxxxx, Xxxxx 00000.
II.
FACTUAL SUMMARY
2.1 On or about May 27, 1994, Plaintiff agreed to begin x.xxxxxxxx association
with Defendants. Plaintiff among other things, would bring to Defendants
specialized knowledge, proprietary business information, parts and equipment
and personnel so that he and Defendants could manufacture and service
electronic equipment and other related goods. Defendant among other things,
were to provide funding for the now business activities.
2.2 This association between, Xxxx Xxxxxx and Defendants was based, among
other things, on representations and promises by Xxxxx Xx Xxxx, individually
and as the president of Cytec Software Systems, Inc., including but not
limited to, that Xxxx Xxxxxx would be granted a fifty (50%) percent ownership
interest in Cytec Software Systems, Inc. Xxxx Xxxxxx reasonably relied
upon the representations of Cytec Software Systems, Inc. and/or Xxxxx Xx Xxxx
and the information they gave him about the business in deciding to acquire
the fifty (50%) percent interest in Cytec Software Systems, Inc. and moving
his manufacturing and repair activities to Cytec Software Systems. Inc.
2.3 Pursuant to the agreement, Xxxx Xxxxxx brought the specialized knowledge,
proprietary business information, parts and electronic equipment and
personnel, that he bad promised. The electronic equipment and parts were used
in the new business but the title was never transferred and to this day
remains with Xxxx Xxxxxx.
2.4 In February of 1998, Xxxxx Xx Xxxx ordered Xxxx Xxxxxx off Cytec Software
Systems, Inc's Premises. Since that time, despite repeated efforts to retrieve
his electronic equipment, Cytec Software Systems, Inc. and Xxxxx Xx Xxxx have
refused to return the equipment over to Xxxx Xxxxxx and have refused to give
him the stock certificate that was promised.
CAUSE OF ACTION
Defendants made false promises to transfer stock to Plaintiff. Defendant's
promises were material and made with the intention to induce Defendant to join
their business association. Defendants made their promises with the intention
of never fulfilling them. Plaintiff relied on Defendants promises when he
agreed to do business with them. As such, Defendants' conduct is a fraudulent
stock transaction and a violation of sec 27.01 of the Texas Business and
Commerce Code. Defendants' conduct is also common law fraud.
VI.
CONVERSION
4.1 Defendants' unauthorized aud illegal refusal to return Plaintiff's
electronic equipment and repair parts constitutes a conversion of Plaintiff's
property.
V.
DAMAGES
5.1 Plaintiff has suffered damages in excess of the jurisdictional limits of
the Court.
VI.
EXEMPLARY DAMAGES
6.1 Plaintiff further alleges that by reason of the fact the Defendant knew
that the representations described above were false at the time they were
made, the representations were willful and malicious and constitute conduct
for which the law allows the imposition of exemplary damages. In this
connection, Plaintiff will show that he has incurred significant expenses,
including attorney's fees, in the investigation and prosecutiou of this
action. Accordingly, Plaintiff requests that exemplary damages be awarded
against the Defendants in a sum which exceeds the minimum, jurisdictional
limits of the Court.
Wherefore, promises considered, Plaintiff prays that it have judgment
against Defendants for Plaintiff's actual damages, costs of court, attorney's
fees, prejudgment and post judgment interest as provided by law, exemplary
damages and any other and further relief both in law and in equity to which
Plaintiff may show himself justly entitled.
Respectfully submitted
XXXXXXXX X. XXXXXXX
Bar Card No. 00792922
XXXXXXXX XXXXXX XXXXXX, P.C.
00000 Xxxxxx Xxxxxxx
Xxxxx 0000
Xxxxxx, Xxxxx 00000-0000
Telephone (000) 000-0000
Fax (000) 000-0000
ATTORNEY FOR THE PLAINTIFF
EXHIBIT F
Intercontinental Strategic Minerals, Inc.
0000 Xxxxx 000 Xxxx, #000
Xxxx Xxxx Xxxx, Xxxx 00000
Re: Exchange of shares of Computer Automation Systems,
Inc., a Texas corporation ("CASI"), for shares of
Intercontinental Strategic Minerals, Inc., a Nevada
corporation ("ISM" or the "Company")
Dear Ladies and Gentlemen:
Pursuant to that certain Agreement and Plan of Reorganization (the
"Plan") between the undersigned, CASI, the other stockholders of CASI and ISM,
I acknowledge that I have approved this exchange; that I am aware of all of
the terms and conditions of the Plan; that I have received and personally
reviewed a copy of the Plan and any and all material documents regarding the
Company, including, but not limited to Articles of Incorporation, Bylaws,
minutes of meetings of directors and stockholders and financial statements. I
represent and warrant that I have sufficient knowledge and experience to
understand the nature of the exchange and am fully capable of bearing the
economic risk of the loss of my entire cost basis.
I further understand that immediately prior to the completion of
the Plan, ISM had no assets and no liabilities, of any measurable value, and
that in actuality, the completion of the Plan and the exchange of my shares of
CASI for shares of ISM results in a decrease in the actual percentage of
ownership that my shares of CASI represented in CASI prior to the completion
of the Plan.
I understand that you have and will make books and records of your
Company available to me for my inspection in connection with the contemplated
exchange of my shares, options or warrants, and that I have been encouraged to
review the information and ask any questions I may have concerning the
information of any director or officer of the Company or of the legal and
accounting firms for the Company. I understand that the accountant for the
Company is Xxxxxxx, XxXxxxxxxx & Associates, 0000 Xxxxx 000 Xxxx, #000, Xxxx
Xxxx Xxxx, Xxxx 00000, Telephone (000) 000-0000; and that legal counsel for
ISM is Xxxxxxx X. Xxxxxxxxxx, Esq., 455 East 000 Xxxxx, #000, Xxxx Xxxx Xxxx,
Xxxx 00000, Telephone (000) 0000000. 1 further understand that, upon the
completion of the Plan, no accountant, attorney, employee or consultant will
have any claim of any kind against the Company for any event or occurrence on
or prior to the completion of the Plan.
I also understand that I must bear the economic risk of ownership
of any of the ISM shares for a long period of time, the minimum of which will
be one (1) year, as these shares are "unregistered" shares and may not be sold
unless any subsequent offer or sale is registered with the United States
Securities and Exchange Commission or otherwise exempt from the registration
requirements of the Securities Act of 1933, as amended (the "Act"), or other
applicable laws, rules and regulations.
I intend that you rely on all of my representations made herein
and those in the personal questionnaire (if applicable) I provided to CASI for
use by ISM as they are made to induce you to issue me the shares of ISM under
the Plan, and I further represent (of my personal knowledge or by virtue of my
reliance on one or more personal representatives), and agree as follows, to-
wit:
1 . That the shares being acquired are being received for
investment purposes and not with a view toward further distribution;
2. That I have a full and complete understanding of the phrase
"for investment purposes and not with a view toward further distribution";
3. That I understand the meaning of "unregistered" shares and
know that they are not freely tradeable;
4. That any stock certificate issued by you to me in connection
with the shares being acquired shall be imprinted with a legend restricting
the sale, assignment, hypothecation or other disposition unless it can be made
in accordance with applicable laws, rules and regulations;
5. I agree that the stock transfer records of your Company
shall reflect that I have requested the Company not to effect any transfer of
any stock certificate representing any of the shares being acquired unless I
shall first have obtained an opinion of legal counsel to the effect that the
shares may be sold in accordance with applicable laws, rules and regulations,
and I understand that any opinion must be from legal counsel satisfactory to
the Company and, regardless of any opinion, I understand that the exemption
covered by any opinion must in fact be applicable to the shares;
6. That I shall not sell, offer to sell, transfer, assign,
hypothecate or make any other disposition of any interest in the shares,
options or warrants being acquired except as may be pursuant to any applicable
laws, rules and regulations;
7. I fully understand that my shares which are being exchanged
for shares of the Company are "risk capital," and I am fully capable of
bearing the economic risks attendant to this investment, without
qualification; and
8. I also understand that without approval of counsel for ISM,
all shares of ISM to be issued and delivered to me in exchange for my shares
of CASI shall be represented by one certificate only and which such
certificate shall be imprinted with the following legend or a reasonable
facsimile thereof on the front and reverse sides thereof:
The shares, options or warrants of stock represented
by this certificate have not been registered under the
Securities Act of 1933, as amended, and may not be
sold or otherwise transferred unless compliance with
the registration provisions of such Act has been made
or unless availability of an exemption from such
registration provisions has been established,, or
unless sold pursuant to Rule 144 under the Act.
Any request for more than one stock certificate must be
accompanied by a letter signed by the requesting stockholder setting forth all
relevant facts relating to the request. ISM will attempt to accommodate any
stockholders' request where ISM views the request is made for valid business
or personal reasons so long as in the sole discretion of ISM, the granting of
the request will not facilitate a "public" distribution of unregistered shares
of ISM.
You are requested and instructed to issue a stock certificate as
follows, to-wit:
___________________________________________________
(Name(s) and Number of Shares)
___________________________________________________
(Address)
___________________________________________________
(City, State and Zip Code)
If joint tenancy with full rights of survivorship is desired, put
the initials JTRS after your names.
Dated this day of ______ day of _________________________, 1998.
Very truly yours,
/s/Xxxxxxx X. Xxxxxx
/s/Xxxxxx X. Xxxx
/s/Xxxxxx X. XxXxxxxx
EXHIBIT G
CERTIFICATE OF OFFICER PURSUANT TO
AGREEMENT AND PLAN OF REORGANIZATION
The undersigned, the President of Intercontinental Strategic
Minerals, Inc., a Nevada corporation ("ISM"), represents and warrants the
following as required by the Agreement and Plan of Reorganization (the "Plan")
between ISM and Computer Automation Systems, Inc., a Texas corporation
("CASI"), and the CASI Stockholders, to-wit:
1 . That the undersigned, Xxxxxxx Xxxxxxxxxxxxx, is the
President of ISM and has been authorized and empowered by its Board of
Directors to execute and deliver this Certificate to CASI and the CASI
Stockholders;
2. Based upon the personal knowledge, information and
belief of the undersigned and opinions of counsel for ISM regarding the Plan:
(i) All representations and warranties of ISM contained
within the Plan are true and correct;
(ii) ISM has complied with all terms and provisions
required of it pursuant to the Plan; and
(iii) There have been no material adverse changes in the
financial position of ISM as set forth in its
financial statements for the periods ended December
31, 1997 and 1996, except as set forth in Exhibit C
to the Plan.
INTERCONTINENTAL STRATEGIC
MINERALS, INC.
By/s/Xxxxxxx Xxxxx
Xxxxxxx Xxxxx, Vice President
EXHIBIT H
CERTIFICATE OF OFFICER PURSUANT TO
AGREEMENT AND PLAN OF REORGANIZATION
The undersigned, the President of Computer Automation Systems,
Inc., a Texas corporation ("CASI"), represents and warrants the following as
required by the Agreement and Plan of Reorganization (the "Plan") between
CASI, the CASI Stockholders and Intercontinental Strategic Minerals, Inc., a
Nevada corporation ("ISM"), to-wit:
1 . That he is the President of CASI and has been authorized and
empowered by its Board of Directors to execute and deliver this Certificate
to, ISM;
2. Based on his personal knowledge, information, belief.
(i) All representations and warranties of CASI contained
within the Plan are true and correct;
(ii) CASI has complied with all terms and provisions
required of it pursuant to the Plan; and
(iii) There have been no material adverse changes in the
financial position of CASI as set forth in its
unaudited balance sheet dated June 29, 1998, and a
profit and loss statement from inception (February
13, 1998) to June 29, 1998, except as
set forth in Exhibit E to the Plan.
COMPUTER AUTOMATION SYSTEMS, INC.
By/s/Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx, President
EXHIBIT I
Consultant Shares
Shares
X. X. Xxxxxxxx 106,667
0000 Xxxxxxxx #000
Xxxxxxx, Xxxxx 00000
Xxxxx Xxxxx 106,666
00000 XX 00xx Xxx.
Xxxxxxxx, XX 00000
Xxxxx X. Xxxxxxx 106,667
0000 Xxxxx Xxxxx, #000
Xxxxxxx, Xxxxx 00000
