U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-KSB
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File Number 0-26886
INTERNET HOLDINGS, INC.
(Exact name of Company as specified in its charter)
Utah 13-3758042
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
c/o Beckman, Millman & Sanders, LLP
116 John Street - Suite 1313
New York, New York 10038
(Address of principal executive offices) (Zip Code)
Company's telephone number, including area code: (212) 406-4700
Securities registered under Section 12(b) of the
Exchange Act: None
Securities registered under Section 12(g) of the
Exchange Act: None
Check whether the issuer (1) filed all reports required
to be filed by Section 13 or 15(d) of the Exchange Act
during the past 12 months (or for such shorter period
that the registrant was required to file such reports),
and (2) had been subject to such filing requirements
for the past 90 days. Yes [_] No [X]
Check if there is no disclosure of delinquent filers
in response to Item 405 of Regulation S-B contained in
this form, and no disclosure will be contained, to the
best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part
III of this Form 10-KSB or any amendment to this Form
10-KSB [X]
State issuer's revenue for its most recent fiscal year: $ 3,813
State the aggregate market value of the voting stock
held by non-affiliates computed by reference to the
price at which the stock was sold, or the average bid
and asked price of such stock, as of a specified date
within the past 60 days: $ 397,400 as of
December 22, 1997
State the number of shares outstanding of each of the
Registrant's classes of common equity as of the latest
practicable date: 2,119,470 shares as
of Common Stock
as of December 31, 1997
<PAGE>
PART I
Item 1. Description of Business
On May 22, 1997, Internet Holdings, Inc. (the "Company" or the
"Registrant") acquired all the issued capital of Chiron Systems Ltd. ("CSL").
CSL was an English company engaged in the business of designing and developing
Integrated Services Digital Network ("ISDN") related products. The Company's
wholly owned subsidiary, CSL, was acquired in exchange for 2,640,313 restricted
shares of the Company's common stock. The formation of CSL was as a result of a
management buy-out from GEC-Plessey Telecommunications ("GPT") in 1993. Under
the terms of the 1993 buyout, CSL was transferred the rights to certain
technology developed by GPT.
During 1997, the Company was engaged in the business of providing hardware
and software products and services for Internet and ISDN applications. CSL has
been one of the leading suppliers of ISDN converters (Anatel 4000 range) and
ISDN termination points (SAT 100 range) in Europe. Since its launch in 1996,
these products have been used by three European PTTs and have been placed on the
bidding list for several more. CSL expected to confirm several substantial
orders from Europe, the Far East and Africa during the last quarter of 1997
based upon a new range of products. These orders never materialized and the
Malaysian joint venture partners subsequently alleged to the Company that the
new range of products designed by CSL could not meet certain requirements.
Following this, the Company undertook a major review of the management and
products of CSL. During this period, CSL's management refused to allow the
Company's auditors access to certain management and financial information
concerning CSL. The management of CSL stated that they could complete the
development of the new range of products but that this would require another $1
million, in addition to the funds already spent. Further, at this time CSL's
bankers indicated that they required an unconditional guarantee from the Company
to secure all of CSL's indebtedness of approximately $700,000. Continuing the
sale of the existing products indefinitely was not an option as they would
become uncompetitive and relied on chipsets which were to be discontinued.
As a result of these events, the Company concluded that the only course of
action open to it was to exercise its right to divest CSL under the terms of the
acquisition agreement. Central to this decision was a belief that the new range
of products under development by CSL would not now reach the market in a
competitive time-scale and even then might require further substantial
development work.
Accordingly, the Company divested CSL with effect from December 19, 1997,
pursuant to the acquisition agreement dated May 22, 1997 and the Agreement &
Plan of Divestiture dated December 19, 1997. The structure of the divestiture
was that the Company delivered to certain shareholders of the Company who had
previously owned CSL all the outstanding shares in CSL. The CSL shareholders
returned to the Company the shares held by them pursuant to the acquisition
agreement.
-1-
<PAGE>
On July 28, 1998, CSL's creditors placed CSL into liquidation. As a result
of the collapse and insolvency of CSL, the Company was advised by its lawyers
that any rights it may have had under the acquisition agreement against CSL were
not worth pursuing because even if a judgment were obtained, there was no
prospect of any payment being made to the Company.
As a result of this divestiture and the failure of CSL, the Company was
unable to deliver products and technology as contracted under agreements with
its joint venture partners. This failure led to legal proceedings. The Company
countercharged that the assets purchased by it from its joint venture partners
had not been effectively transferred. During the period September 1997 to
November 1999 the Company was unable to raise funds to develop its business,
unable to settle the outstanding litigation relating to its joint ventures and
had its indebtedness been demanded the Company would have been unable to repay.
In November 1999, the Company finally settled these legal proceedings and
entered into a comprehensive settlement agreement. The adjudication of this
matter enabled the Company to move forward. By this agreement the Company agreed
not to pursue claims against certain assets purchased from the joint venture
partners, the joint venture partners agreed not to pursue claims against the
Company for alleged negligence and breach of contract and the Company was
released from debts totaling approximately $300,000. This resulted in a net
write off to the Company of $1.9 million.
Following the planned appointment of additional management and the
settlement of the legal proceedings the Company can now proceed to rebuild its
business.
General
For most of 1997 the Company operated its business through its wholly owned
subsidiary CSL. CSL was founded in March 1993 with the acquisition of a set of
ISDN products and technology from GEC Plessey Telecommunications ("GPT"). GPT is
one of the largest telecommunications companies in the world. In 1993 GPT
elected to move out of the ISDN peripherals market. All this technology,
representing in excess of $7 million in research and development expenditure,
was transferred through a management buyout to CSL.
At the time of the acquisition of CSL by the Company the original range of
products were selling well and had in the past been among the best technology on
the market. However, technology markets move extremely fast and CSL had a new
range of products under development to meet the advancing market requirements
and the discontinuation of existing chip supplies thus meaning CSL could not
continue indefinitely with the existing products.
During negotiations for sub-contract manufacture with the Company's
Malaysian joint venture partners it emerged that the new range of products might
not meet the required specifications in terms of cost, performance and, time.
This led to the review of CSL set out above and its subsequent divestiture.
-2-
<PAGE>
Marketing
CSL primarily sold its products to major telecommunications network
operators such as British Telecom, Belgacom and the Netherlands PTT. These
companies then sell the products to end-users.
In order to expand the market for CSL's products the Company entered into
joint ventures in Asia and Africa.
Employees
As of December 31, 1997, following the divestiture of CSL, the Company had
one full time employee.
Item 2. Description of Property
During the period of ownership of CSL, the Company operated primarily from
CSL's executive offices in Reading, England located in leased space of
approximately 2,000 square feet in a multi-tenant office building. The lease is
on an annual basis and commenced in 1993.
Currently the Company maintains a facility for meetings at the offices of
its corporate counsel Beckman, Millman & Sanders LLC.
Item 3. Legal Proceedings
During the period of the Company's ownership of CSL, in addition to other
matters, the Company devoted considerable resources to expanding the market for
CSL's products in Asia and Africa. Both these regions possess rapidly growing
markets where there is substantial demand for new telephony technology.
The efforts in these new markets were extremely successful with joint
ventures being agreed in both Asia and Africa. However, the collapse of CSL and
the consequent inability of the Company to supply products or technology to
either joint venture left the Company exposed to allegations of breach of
contract.
The outstanding legal proceedings have prevented the Company from raising
funds to continue its business.
Item 4. Submission of Matters to a Vote of Security Holders
None
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<PAGE>
PART II
Item 5. Market for Common Equity and Related Stockholder Matters
The Company's Common Stock has been traded on the Over-The-Counter Bulletin
Board (OTC- Bulletin Board) since July 22, 1977 and is currently traded under
the symbol "HTTP". The following are reported high and low quotations for the
Company's Common Stock for the periods indicated and do not include dealer mark
ups, mark downs or commissions nor do they represent actual sale prices:
Low High
First Quarter 1997 1/4 5/8
Second Quarter 1997 5 1/2 7
Third Quarter 1997 3 7
Fourth Quarter 1997 1/8 5 5/8
Item 6. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Liquidity and Sources of Capital
As of December 31, 1997, the Registrant had current assets of $35,600 as
compared to $ 0 as of December 31, 1996. On October 27, 1999 the Company filed a
Form 8-K setting out a contingent acquisition which, if consummated, would
provide the Company with $2,160,000 in cash and liquid securities. This
agreement is conditional on the settlement of all outstanding litigation, the
filing of outstanding periodic and annual reports under the Securities Exchange
Act of 1934, as amended, and the maintenance of the Company's quotation on the
OTC - Bulletin Board.
Results of Operations
On May 22, 1997, the Company acquired 100% of Chiron Systems Ltd. ("CSL")
to exploit certain of the company's Internet related technologies. CSL was
acquired by the Company in exchange for 2,640,313 shares of its restricted
shares of common stock.
With effect from December 19, 1999 the Company divested CSL pursuant to the
acquisition agreement dated May 22, 1997 whereby the Company delivered to
certain shareholders who had previously owned CSL all the outstanding shares in
CSL. The CSL shareholders returned to the Company the shares held by them
pursuant to the acquisition agreement.
In the accompanying accounts the Company treats CSL as discontinued
operations.
-4-
<PAGE>
Item 7. Financial Statements
Reference is made to the financial statements attached hereto.
Item 8. Changes In and Disagreements With Accountants on Accounting and
Financial Disclosure
None
-5-
<PAGE>
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
with Section 16(a) of the Exchange Act
Christopher J. Wilkes, aged 33, became a Director of the Company on
September 30, 1996. Mr. Wilkes also holds the offices of Chairman and President
of the Company. He holds these offices and positions until the next annual
meeting of the Company. Mr. Wilkes is the Senior Partner of Levenworth
Management, a management consulting company based in the United Kingdom, which
he founded in 1992. He has advised on the restructuring and operations of
companies in a number of different industries and has an international
clientele.
Lewis M. Klee, aged 44, became a Director of the Company on September 30,
1996. Mr. Klee also holds the office of Secretary of the Company. Mr. Klee is no
longer a director of the Company. On August 1, 1996 Mr. Klee became the Managing
Partner of the Law Office of Lewis M. Klee Esq., prior to this he was of counsel
to the Law Office of Steven A. Sanders P.C.
Item 10. Executive Compensation
Mr. Wilkes was paid consultancy fees of $23,877 during 1997 and received
Common Stock to the value of $59,697 in lieu of fees. Mr Klee received
consultancy and legal fees of $19,000 during 1997 and received Common Stock to
the value of $12,450 in lieu of fees.
Item 11. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth information with respect to beneficial
ownership of Common Stock by (i) each person known by the Company to own
beneficially more than five percent (5%) of the outstanding Common Stock of the
Company, (ii) each director of the Company, and (iii) all directors and officers
of the Company as a group. Except as other wise indicated the named person has
sole voting and investment power with respect to such person's shares.
Number of Common shares
Name Beneficially owned Percent
Christopher J. Wilkes 253,304 11.9%
President & Director
22 Parrotts Field
Hoddesdon
Hertfordshire EN11 OQU
United Kingdom
Lewis M. Klee 25,000 1.2%
Secretary
The Law Office of Lewis M. Klee,
40 Exchange Place, 8th Floor
New York, NY 10005
All executive officers and directors
As a group: 278,304 13.1%
-6-
<PAGE>
Item 12. Certain Relationships and Related Transactions
Item 13. Exhibits and Reports on Form 8-K
a) Exhibit 1 - Agreement and Plan of Divestiture between Internet
Holdings, Inc. and Chiron Systems Ltd. dated December 19, 1997.
b) The Registrant did not file any reports on Form 8-K for events
which occurred during the year ended December 31, 1997.
-7-
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant
caused this report to be signed on behalf by the undersigned, thereunto duly
authorized.
Internet Holdings, Inc.
Date: December 13, 1999 /s/ Christopher Wilkes
----------------------
Christopher J. Wilkes
President
-8-
<PAGE>
INTERNET HOLDINGS, INC.
FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1997 and 1996
TOGETHER WITH AUDITORS' REPORT
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders of
Internet Holdings, Inc.:
We have audited the accompanying balance sheet of Internet Holdings, Inc.
(the "Company"), as of December 31, 1997, and the related statements of
operations, stockholders' equity 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 audits.
Except as discussed in the following paragraph, we conducted our audits in
accordance with generally accepted auditing standards. Those standards require
that we plan and perform the audits 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
audits provide a reasonable basis for our opinion.
We were unable to audit the financial statements of Chiron Systems Ltd. (a
former wholly-owned subsidiary of the Company in England, the "Subsidiary") for
the period from May 22, 1997 to December 19, 1997. Furthermore, we were unable
to audit certain joint venture transactions in Asia and Africa during the year
ended December 31, 1997. The activities of the Subsidiary and joint ventures
comprised substantially all of the Company's operations during the year ended
December 31, 1997. Because of the significance of the operations of the
Company's Subsidiary and joint ventures which we were unable to audit, the scope
of our work was not sufficient to enable us to express, and we do not express,
an opinion on the 1997 financial statements. In our opinion, with respect to the
1996 financial statements, the financial statements referred to above present
fairly, in all material respects, the results of operations and cash flows of
Internet Holdings, Inc. for the year ended December 31, 1996 in conformity with
generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company presently has no revenue producing operations
or activities and has suffered recurring losses from operations. These factors
raise substantial doubt about the Company's ability to continue as a going
concern. Management's plans in regard to these matters are also described in
Note 1. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
/s/ CALLAGHAN NAWROCKI LLP
----------------------------
CALLAGHAN NAWROCKI LLP
Melville, New York
December 1, 1999
F-1
<PAGE>
INTERNET HOLDINGS, INC.
BALANCE SHEET
DECEMBER 31, 1997
ASSETS
CURRENT ASSETS:
Cash $ 1,600
Other receivable 34,000
-----------
Total current assets 35,600
-----------
$ 35,600
===========
LIABILITIES AND
STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses $ 20,380
-----------
Total current liabilities 20,380
-----------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Common stock, $.001 par value, 50,000,000 shares
authorized, 2,119,470 shares issued and outstanding 2,119
Additional paid-in capital 5,723,560
Accumulated deficit (5,710,459)
-----------
Total stockholders' equity 15,220
-----------
$ 35,600
===========
The accompanying notes to financial statements
are an integral part of this statement.
F-2
<PAGE>
INTERNET HOLDINGS, INC.
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996
1997 1996
----------- -----------
REVENUES $ 3,813 $ --
EXPENSES 130,974 214,851
----------- -----------
Loss from continuing operations (127,161) (214,851)
LOSS FROM DISCONTINUED OPERATIONS (2,359,612) (161,241)
----------- -----------
Net loss $(2,486,773) $ (376,092)
=========== ===========
PER SHARE DATA:
Loss from continuing operations $ (0.07) $ (0.16)
=========== ===========
Loss from discontinued operations $ (1.30) $ (0.13)
=========== ===========
Net loss $ (1.37) $ (0.29)
=========== ===========
Weighted average number of common
shares outstanding 1,813,706 1,308,656
=========== ===========
The accompanying notes to financial statements are
an integral part of these statements.
F-3
<PAGE>
INTERNET HOLDINGS, INC.
STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996
<TABLE>
<CAPTION>
Accumulated
Foreign Total
Common Stock Additional Currency Stockholders'
-------------------------- Paid-In Accumulated Translation Equity
Shares Amount Capital Deficit Adjustment (Deficit)
------------ ---------- ----------- ----------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
BALANCE, JANUARY 1, 1996 5,560,343 $ 5,560 $11,541,259 $(2,847,594) $ (84,049) $ 8,615,176
5 to 1 reverse stock split (4,447,479) (4,447) 4,447 -- -- --
Shares cancelled pursuant to divestiture (540,006) (540) (8,777,600) -- 84,049 (8,694,091)
Shares issued in satisfaction of obligations 1,125,000 1,125 383,375 -- -- 384,500
Net loss for the year -- -- -- (376,092) -- (376,092)
------------ ---------- ----------- ----------- ---------- -----------
BALANCE, DECEMBER 31, 1996 1,697,858 1,698 3,151,481 (3,223,686) -- (70,507)
8 to 1 reverse stock split (1,484,603) (1,485) 1,485 -- -- --
Shares issued pursuant to acquisition 2,640,313 2,640 657,360 -- -- 660,000
Shares issued in satisfaction of obligations 150,000 150 37,350 -- -- 37,500
2 to 1 reverse stock split (1,501,180) (1,501) 1,501 -- -- --
Shares issued in private placement 1,483,935 1,484 2,373,516 -- -- 2,375,000
Shares issued pursuant to conversion
of loan note 250,000 250 124,750 -- -- 125,000
Shares cancelled pursuant to divestiture (1,320,157) (1,320) (658,680) -- -- (660,000)
Shares issued in satisfaction of obligations 203,304 203 34,797 -- -- 35,000
Net loss for the year -- -- -- (2,486,773) -- (2,486,773)
------------ ---------- ----------- ----------- ---------- -----------
BALANCE, DECEMBER 31, 1997 2,119,470 $ 2,119 $ 5,723,560 $(5,710,459) $ -- $ 15,220
============ ========== =========== =========== ========== ===========
</TABLE>
The accompanying notes to financial statements are an
integral part of these statements.
F-4
<PAGE>
INTERNET HOLDINGS, INC.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996
<TABLE>
<CAPTION>
1997 1996
----------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(2,486,773) $ (376,092)
Adjustments to reconcile net loss to net cash
used by operating activities:
Loss from discontinued operations 2,359,612 161,241
Operating expenses satisfied by issuance of common stock -- 218,000
Increase in other receivable (34,000) --
Decrease in accounts payable,
accrued expenses and other liabilities (87,239) (4,638)
----------- -----------
Net cash used by operating activities (248,400) (1,489)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Shares issued in private placement 2,375,000 --
Proceeds from convertible loan note 125,000 --
----------- -----------
Net cash provided by financing activities 2,500,000 --
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in joint venture (2,250,000) --
----------- -----------
Net cash used by investing activities (2,250,000) --
----------- -----------
NET INCREASE (DECREASE) IN CASH 1,600 (1,489)
CASH, BEGINNING OF YEAR -- 1,489
----------- -----------
CASH, END OF YEAR $ 1,600 $ --
=========== ===========
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Corporation acquired by issuance of common shares $ 660,000 $ --
Corporations divested by cancellation of common shares (660,000) (8,694,091)
Shares issued in satisfaction of other obligations 72,500 384,500
Shares issued pursuant to conversion of
loan note 125,000 --
</TABLE>
The accompanying notes to financial statements are an
integral part of these statements.
F-5
<PAGE>
INTERNET HOLDINGS, INC.
NOTES TO FINANCIAL STATEMENTS
(1) Business and organization
Internet Holdings, Inc. (the "Company") was originally incorporated in the
State of Utah on July 22, 1977, under the name of Western Corn Dog
Factories. The Company has had a series of mergers with other companies,
all accounted for as reverse acquisitions, with the Company in each case
changing its name to that of or similar to the reverse acquiror. In this
regard, the Company's previous names were: Resources West, Inc., Magma
Resources, Inc., Cellular Telecommunications & Technologies, Inc. and China
Biomedical Group, Inc. The name Internet Holdings, Inc. was adopted on July
12, 1996.
In 1993, the Company acquired Cellular Payphones, Inc., ("CPI"), (a
Delaware Corporation), whereby all of the issued and outstanding shares of
CPI were exchanged for approximately 90% of the issued and outstanding
stock of the Company. This transaction was accounted for as a reverse
acquisition purchase, in which CPI was the acquiring corporation, and the
Company was the acquired corporation. The Company accounted for this
transaction as a recapitalization of CPI, with the issuance of 2,625,000
shares of common stock for the net assets of the Company. Following the
1993 acquisition, the Company was engaged in the business of (i)
installation and servicing of cellular credit-card pay telephones in
taxicabs, radio-cabs, limousines, rental cars, trains, ferries, hotels, and
business conference centers, and (ii) the data processing and development
of streamline software specializing in credit card authorization processing
with real-time billing functions. The Company ceased such operations in
October 1994 due to substantial losses. Effective April 3, 1995, the
Company acquired C.B. Marketing and Investment Limited, a privately-held
English corporation engaged in the business of medical market research and
the manufacture of pharmaceuticals and contraceptives in the Peoples'
Republic of China. On April 22, 1996, the Company entered into a
divestiture agreement with respect to C.B. Marketing and Investment
Limited. During 1996, the Company was reorganized to invest in internet and
ISDN ("International Standard Digital Network") related technologies.
On May 22, 1997, the Company acquired Chiron Systems Ltd. ("CSL"), a
privately-held English Corporation engaged in the business of designing and
developing ISDN related products. During 1997, the Company, through CSL
provided hardware and software products and services for internet and ISDN
applications. CSL had expected to confirm several substantial orders from
the Far East during the last quarter of 1997 based upon a new range of
products. However, these orders never materialized due to alleged
specification failure, resulting in a need for additional funding. The
Company decided not to make any further investment in CSL and, effective
December 19, 1997, exercised its right to divest CSL under the terms of the
acquisition agreement. CSL was subsequently placed into liquidation by its
creditors. During its ownership of CSL, the Company invested in joint
ventures in Asia and West Africa in connection with the delivery of
products and services being developed by CSL. As a result of the failure of
CSL to develop the requisite products and technology, and the corresponding
divestiture of CSL, the Company became engaged in various legal proceedings
with its joint venture partners which was finally settled in October 1999.
F-6
<PAGE>
The Company presently has no revenue producing operations or activities and
has suffered recurring losses from operations. Management's plans include
seeking an acquisition candidate in the internet and related technology
fields. In connection with such a transaction, which, similar to the
Company's previous mergers will actually be a reverse acquisition, the
Company may seek to raise proceeds from the sale of its securities. On
October 27, 1999 the Company filed a Form 8-K setting out a contingent
acquisition which, if consummated, would provide the Company with
$2,160,000 in cash and liquid securities. This agreement is conditional on
the settlement of all outstanding litigation, the filing of outstanding
reports and the maintenance of the Company's quotation on the OTC -
Bulletin Board.
(2) Summary of significant accounting policies:
Foreign currency translation -
Gains and losses from foreign currency transactions are reflected in
current operating results. Exchange adjustments resulting from the
translation of financial statements have been reflected as a separate
component of stockholders' equity. The cumulative adjustment was eliminated
upon the divestiture of foreign operations.
Revenue and cost recognition -
Revenues are generally recognized as earned and expenses are recognized
when incurred under the accrual basis of accounting.
Net loss per share -
Net loss per share was computed by dividing net loss by the weighted
average number of common shares issued and outstanding during the period.
Income taxes -
The Company has adopted Statement of Financial Accounting Standards No.
109, "Accounting for Income Taxes", to account for deferred income taxes.
Deferred taxes are computed based on the tax liability or benefit in future
years of the reversal of temporary differences in the recognition of income
or deduction of expenses between financial and tax reporting purposes. The
net difference, if any, between the provision for taxes and taxes currently
payable is reflected in the balance sheet as deferred taxes. Deferred tax
assets and/or liabilities, if any, are classified as current and noncurrent
based on the classification of the related asset or liability for financial
reporting purposes, or based on the expected reversal date for deferred
taxes that are not related to an asset or liability.
(3) Discontinued operations
On December 19, 1997, the Company's Board of Directors approved a
divestiture agreement whereby the Company delivered to certain shareholders
who had previously owned Chiron Systems Ltd., ("CSL") all the outstanding
shares in this corporation, which had been acquired by the Company on May
22, 1997. In return, the CSL shareholders transferred to the Company
1,320,157 shares (2,640,313 shares pre-reverse split) of the Company's
common stock. In connection therewith, the Company recognized $361,641 of
losses relating primarily to unrecoverable loans receivable from this
divested corporation.
F-7
<PAGE>
In conjunction with its ownership of CSL, the Company entered into joint
ventures in Asia and West Africa for the delivery of products and services
being developed by CSL. During the year ended December 31, 1997, the
Company invested $2,250,000 in certain assets purchased from joint venture
partners. As a result of the failure of CSL to develop the requisite
products and technology, and the corresponding divestiture of CSL, the
Company became engaged in various legal proceedings with its joint venture
partners. In October 1999, a comprehensive settlement agreement was reached
by the Company with its joint venture partners. By this agreement, the
Company agreed not to pursue claims against certain assets purchased from
the joint venture partners, the joint venture partners agreed not to pursue
claims against the Company relating to negligence and breach of contract
and the Company was released from debts totalling $252,029. This resulted
in a net write-off to the Company of $1,997,971, which is reflected as a
loss from discontinued operations for the year ended December 31, 1997.
On April 22, 1996, the Company's stockholders approved a divestiture
agreement whereby the Company delivered to certain shareholders who had
previously owned C.B. Marketing and Investment Limited (the "Subsidiary")
all the outstanding shares in this corporation. In return, the C.B.
Marketing and Investment Limited shareholders transferred to the Company
540,006 shares (2,700,000 shares pre-reverse split) of the Company's common
stock. Accordingly, the assets and liabilities of the Subsidiary as of
December 31, 1995 were restated as net assets of discontinued operations,
and the operating results for the Subsidiary have been reflected as a loss
from discontinued operations for all periods presented.
(4) Accounts payable and accrued liabilities
As of December 31, 1997, accounts payable and accrued liabilities consist
primarily of obligations for legal and professional fees.
(5) Stockholders' equity
On January 27, 1996, the Board of Directors approved a 1-for-5 reverse
stock split of the issued and outstanding shares of the Company's common
stock.
On April 22, 1996, the Company's stockholders approved a divestiture
agreement whereby the Company delivered to certain stockholders who had
previously owned C.B. Marketing and Investment Limited all the outstanding
shares in this corporation. In return, the C.B. Marketing and Investment
Limited shareholders transferred to the Company 540,006 shares (2,700,000
shares pre-reverse split) of the Company's common stock. Such shares were
immediately canceled.
On April 25, 1996, the Board of Directors approved the issuance of 59,000
shares of the Company's common stock in satisfaction of obligations in the
amount of $118,000.
On July 3, 1996, the Board of Directors approved the issuance of 1,066,000
shares of the Company's common stock in satisfaction of obligations in the
amount of $266,500.
On March 11, 1997, the Board of Directors approved a 1-for-8 reverse stock
split of the issued and outstanding shares of the Company's common stock.
F-8
<PAGE>
On May 22, 1997, the Company acquired Chiron Systems Ltd., a privately-held
English Corporation in a stock-for-stock exchange. As a result of such
transaction, the Company issued 2,640,313 shares of its authorized but
unissued common stock to the shareholders of Chiron Systems Ltd. On
December 19, 1997 the Company exercised its right to divest Chiron Systems
Ltd., under the terms of the acquisition agreement. Accordingly, 1,320,157
(post 1-for-2 reverse stock split) shares were returned to the Company and
immediately cancelled.
On May 22, 1997, the Board of Directors approved the issuance of 150,000
shares of the Company's common stock in satisfaction of obligations in the
amount of $37,500.
On June 9, 1997, the Board of Directors approved a 1-for-2 reverse stock
split of the issued and outstanding shares of the Company's common stock.
On June 20, 1997, the Company sold pursuant to a private placement under
Regulation S, 1,483,935 shares of common stock for proceeds of $2,375,000.
The proceeds are net of $147,689 of placement costs.
On August 12, 1997, 250,000 shares of the Company's common stock were
issued pursuant to the conversion of a loan note in the amount of $125,000.
On December 19, 1997, the Board of Directors approved the issuance of
203,304 shares of the Company's common stock in satisfaction of obligations
in the amount of $35,000.
(6) Income taxes
The income tax provision is summarized as follows for the years ended
December 31, 1997 and 1996:
Year Ended Year Ended
December 31, 1997 December 31, 1996
----------------- -----------------
Federal $ -- $ --
State and local -- --
---------- ----------
Total $ -- $ --
========== ==========
Statutory rates of income tax 40% 43%
Income tax effect related to the
following items:
Net operating losses (40) (43)
---------- ----------
Total -- --
========== ==========
Effective rate of income tax 0% 0%
========== ==========
The Company has net operating loss carryforwards to offset future taxable
income of approximately $5 million expiring in the years 2008 through 2012.
As it is not more likely than not that the resulting deferred tax benefits
will be realized, a valuation allowance has been recognized for such
deferred tax assets.
F-9
<PAGE>
(7) Commitments and contingencies
The Company has not filed federal nor state income tax returns for the past
several years, and is currently working with the Internal Revenue Service
and state taxing authorities to ensure filings of all requisite returns are
made as soon as possible. In management's opinion, there are no material
liabilities as a result of the delay in filing these returns.
(8) Legal proceedings and subsequent events
During the period subsequent to December 31, 1997, various legal
proceedings were settled. Reference is made to Note 3 for details as to
such resolution.
F-10
AGREEMENT AND PLAN OF DIVESTITURE
DECEMBER 19TH, 1997
Between
INTERNET HOLDINGS, INC.
A Utah Corporation
And
CHIRON SYSTEMS LTD
A UK Limited Company
<PAGE>
Following a board meeting of Internet Holdings, Inc. it was resolved to divest
Chiron Systems Ltd (a copy of which is attached as "annex a"). This Agreement
and Plan of Divestiture is entered into this 19th day of December, 1997, by and
between Internet Holdings, Inc., a Utah corporation, (hereinafter "Parent
Company") and, Chiron Systems Ltd, a UK Limited Company (hereinafter
"Subsidiary");
RECITALS
WHEREAS, the Parent Company now desires to make a tax-free exchange of their
shares in the Subsidiary solely for the shares held by the former shareholders
of Subsidiary in the Parent Company;
NOW, THEREFORE for the mutual consideration set out herein and for other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
----------
Undertakings by the Parent
Upon the given date of 19th day of December, 1997 the Parent Company irrevocably
agrees to return to the Subsidiary the stock transfer forms signed by the
original shareholders of the Subsidiary at the time of acquisition.
Upon the given date of 19th day of December, 1997 the Parent Company irrevocably
agrees to return to the Subsidiary any Licence or Royalty Agreements transferred
to them at the time of acquisition.
The Parent Company acknowledges that during the continuance of their Business
relationship some US$350,000 ((pound)205,166.68) was invested into the
Subsidiary as defined in "Exhibit E" paragraph three of the "Agreement and Plan
of Reorganisation"
The Parent Company hereby agrees that such monies as defined above, are to
remain outstanding at the time of this divestiture and will not be recovered at
any time by the Parent Company post divestiture.
Upon the given date of 19th day of December, 97 any officers of the Parent
Company currently serving as Directors of the Subsidiary irrevocably undertake
to resign their positions with immediate effect. Further, they irrevocably
undertake to resign their positions as signatories to any bank or other type of
financial account where they may have access to the Subsidiaries money.
<PAGE>
Undertakings by the Subsidiary
Upon the given date of 19th day of December, 1997, the former shareholders of
Subsidiary irrevocably agree to return to the Parent Company any and all stock
certificates issued to them at or after the signing of the "Agreement and Plan
of Reorganisation" (reference "annex b"); thereby relinquishing any and all
claims in the Parent Company.
The Subsidiary acknowledges that during the continuance of their Business
relationship some US$350,000 {(pound)205,166.68} was invested into the
Subsidiary from the Parent Company as defined in "Exhibit E" paragraph three of
the "Agreement and Plan of Reorganisation"
The Subsidiary hereby acknowledges and agrees that such monies as defined in the
paragraph above, are to remain outstanding at the time of this divestiture. As
of the given date of 19th day of December 1997 such sums will not be re-paid to
or, recovered by the Parent Company.
Upon the given date of 19th day of December, 1997, the Subsidiary irrevocably
agrees to return to the Parent Company any Licence or Royalty Agreement
transferred to them at the time of acquisition.
Upon the given date of 19th day of December, 1997 the Subsidiary and its
shareholders, officers and directors irrevocably agree and undertake that it and
they have no further interest in, claim on or, relationship with the Parent
Company, its shareholders or, advisors.
Upon the given date of 19th day of December, 1997 any Directors of the
Subsidiary currently serving as officers of the Parent Company irrevocably
undertake to resign their positions with immediate effect and without claim. The
signing of this document is recognised as formal resignation.
The Subsidiary and its officers and directors, hereby agree to indemnify and
hold harmless the Parent Company from any and all acts and omissions, claims or
counter claims which may be brought against the Parent Company as a result of
actions taken by the Subsidiary or its officers or directors during the period
that Subsidiary was a wholly owned subsidiary of the Parent Company.
The Subsidiary, its officers and directors, recognise that upon the given date
of l9th day of December, 1997 they are still required to furnish the Parent
Company with accounting and other financial information; So allowing the Parent
Company to complete its required SEC filings for the year ended December 31st
1997. Further, an audited P&L statement and balance sheet for the year-end
December 31st 1997 is required. The Subsidiary, its officers, directors and,
consultants hereby irrevocably undertake to assist any officer, employee or
consultant working for or with the Parent Company with the preparation of the
required accounting material for the periods specified. Further they will use
their best efforts to ensure that such information is provided to the Parent
Company by no later than the 16th day of March 1998.
<PAGE>
IN WITNESS WHEREOF, the parties have executed this Agreement the day and
year first above written.
ATTEST: INTERNET HOLDINGS, INC.
a Utah corporation
By: /s/ Christopher Wilkes
President
ATTEST: CHIRON SYSTEMS LTD
a UK Limited Company
By:
/s/ I.R. Tredinnick
By:
/s/ M. Kennedy
By:
/s/ P. Tredinnick
By:
/s/ B. Taylor
For and on Behalf of the ORIGINAL STOCKHOLDERS
(See "annex d" attached hereto in counterparts.)
The signing of this page has been WITNESSED by:
Name: /s/ [Witness]
Signed: /s/ [Witness]
Occupation: /s/ [Witness]
<PAGE>
"ANNEX A"
COPY OF BOARD MINUTE
<PAGE>
Minutes of a meeting of the board of directors of Internet Holdings, Inc. at 40
Exchange Place, New York 10005 at 06:45pm on December, 17th 1997
Present:
Lewis Klee
Christopher Wilkes (by telephone)
1. It was resolved that the Company should make an immediate divestiture of
its subsidiary Chiron Systems Ltd effective as of 19th December 1997.
2. It was resolved that the Company should treat the funds passed to the
Subsidiary totalling (pound)205,166.68 Sterling as a loan in accordance
with the previously signed "Agreement and Plan of Reorganisation"
3. It was resolved that the Company would write-off the aforementioned
(pound)205,166.68 as the board members recognise that there is no chance of
recovery from its subsidiary, Chiron Systems Ltd.
4. There being no further business the meeting was closed at 07:00 p.m.
Attest
COPY
Christopher Wilkes
President
<PAGE>
"ANNEX B"
Name and Address Internet H. Inc. Internet H. Inc.
of Stockholders Restricted Stock Restricted Stock
- ---------------- to be Returned to be Returned
----------------- (Secondary Re-issue)
---------------------
Lisa R Tredinnick 1,473,293 15,842
Little Poplars,
Cold Ash Hill
Cold Ash
Nr Newbury
Berkshire
RG16 9PT
Michael J Kennedy 506,940 15,824
Landfall
Wych Hill Lane
Woking
GU22 0AB
Mrs P Tredinnick 406,608
Little Poplars,
Cold Ash Hill
Cold Ash
Nr Newbury
Berkshire
RG16 9PT
Mrs B Taylor 126,736 15,842
25 Eden Way
Nr Wokingham
Reading
Berks
RGll 5PQ
Mr C Wilkes 15,842
<PAGE>
"Annex C"
____________________ of the Stock Transfer Certificates Signed by the Original
Stockholders __________________ Chiron Ltd at the time of the signing of the
"Agreement and Plan _____________________ Reorganisation."
<PAGE>
(Above table line for Registrar only)
- --------------------------------------------------------------------------------
Certificate lodged with the Registrar
Consideration Money ss ....... (For completion by the Registrar/Stock Exchange)
- ------------------------------ -------------------------------------------------
Name of Under-
taking. CHIRON SYSTEMS LTD
- ------------------------------ -------------------------------------------------
Description of
Security. ORIDINARY SHARES OF SS. 1 EACH
- ------------------------------ -------------------------------------------------
Number or amount Words Figures
of Shares, Stock or
other security and, TWENTY NINE THOUSAND 29,000
in figures column
only, number and (units of)
denomination of
units, if any.
- ------------------------------ -------------------------------------------------
Name(s) of re- In the name(s) of
gistered holder(s)
should be given in IAN REGINALD TREDINNICK
full: the address LITTLE POPLARS
should be given COLD ASH HILL COPY
where there is only COLD ASH
one holder. NR. NEWBURY
BERKSHIRE
If the transfer is BG16 9PT
not made by the
registered holder(s)
insert also the
name(s) and capacity
(e.g. Executor(s)
of the person(s)
making the transfer.
- --------------------------------------------------------------------------------
I/We hereby transfer the above security Stamp of Selling Broker(s) or, for
out of the name(s) aforesaid to the transactions which are not stock
person(s) named below. exchange transactions of Agent(s).
if any, acting for the Transferor(s)
Signature(s) of transferor(s)
1. /s/ Ian Tredinnick
---------------------------
2. ---------------------------
3. ---------------------------
4. ---------------------------
Date_______________________
Bodies corporate should execute under their common seal
- --------------------------------------------------------------------------------
Full name(s) and full postal
address(es) including County or,
if applicable, Postal District INTERNET HOLDINGS, INC.
number) of the person(s) to whom
the security is transferred. c/o The Law Offices Of
Lewis Mitchell Klee
40 Exchange Place, 8th Floor
Please state title, if any, or New York
whether Mr., Mrs., or Miss. New York 10005
USA
Please complete in typewriting or
in Block Capitals.
- --------------------------------------------------------------------------------
I/We request that such entries be made in the register as are necessary to give
effect to this transfer.
- --------------------------------------------------------------------------------
Stamp of Buying Broker(s) (if any) Stamp or name and address of person
lodging this form (if other than
the Buying Broker(s))
- --------------------------------------------------------------------------------
<PAGE>
(Above table line for Registrar only)
- --------------------------------------------------------------------------------
Certificate lodged with the Registrar
Consideration Money ss ....... (For completion by the Registrar/Stock Exchange)
- ------------------------------ -------------------------------------------------
Name of Under-
taking. CHIRON SYSTEMS LTD
- ------------------------------ -------------------------------------------------
Description of
Security. ORIDINARY SHARES OF SS. 1 EACH
- ------------------------------ -------------------------------------------------
Number or amount Words Figures
of Shares, Stock or
other security and, TEN THOUSAND 10,000
in figures column
only, number and (units of)
denomination of
units, if any.
- ------------------------------ -------------------------------------------------
Name(s) of re- In the name(s) of
gistered holder(s)
should be given in MICHAEL JAMES KENNEDY
full: the address LANDFALL
should be given WYCH HILL LANE COPY
where there is only WOXING
one holder. SURREY
GU22 OAB
If the transfer is
not made by the
registered holder(s)
insert also the
name(s) and capacity
(e.g. Executor(s)
of the person(s)
making the transfer.
- --------------------------------------------------------------------------------
I/We hereby transfer the above security Stamp of Selling Broker(s) or, for
out of the name(s) aforesaid to the transactions which are not stock
person(s) named below. exchange transactions of Agent(s).
if any, acting for the Transferor(s)
Signature(s) of transferor(s)
1. /s/ M. Kennedy.
---------------------------
2. ---------------------------
3. ---------------------------
4. ---------------------------
Date_______________________
Bodies corporate should execute under their common seal
- --------------------------------------------------------------------------------
Full name(s) and full postal
address(es) including County or,
if applicable, Postal District INTERNET HOLDINGS, INC.
number) of the person(s) to whom
the security is transferred. c/o The Law Offices Of
Lewis Mitchell Klee
40 Exchange Place, 8th Floor
Please state title, if any, or New York
whether Mr., Mrs., or Miss. New York 10005
USA
Please complete in typewriting or
in Block Capitals.
- --------------------------------------------------------------------------------
I/We request that such entries be made in the register as are necessary to give
effect to this transfer.
- --------------------------------------------------------------------------------
Stamp of Buying Broker(s) (if any) Stamp or name and address of person
lodging this form (if other than
the Buying Broker(s))
- --------------------------------------------------------------------------------
<PAGE>
(Above table line for Registrar only)
- --------------------------------------------------------------------------------
Certificate lodged with the Registrar
Consideration Money ss ....... (For completion by the Registrar/Stock Exchange)
- ------------------------------ -------------------------------------------------
Name of Under-
taking. CHIRON SYSTEMS LTD
- ------------------------------ -------------------------------------------------
Description of
Security. ORIDINARY SHARES OF SS. 1 EACH
- ------------------------------ -------------------------------------------------
Number or amount Words Figures
of Shares, Stock or
other security and, EIGHT THOUSAND 8,000
in figures column
only, number and (units of)
denomination of
units, if any.
- ------------------------------ -------------------------------------------------
Name(s) of re- In the name(s) of
gistered holder(s)
should be given in PATRICIA TREDINNICK
full: the address LITTLE POPLARS
should be given COLD ASH HILL COPY
where there is only COLD ASH
one holder. NR- NEWBURY
BERKSHIRE
If the transfer is RG16 9PT
not made by the
registered holder(s)
insert also the
name(s) and capacity
(e.g. Executor(s)
of the person(s)
making the transfer.
- --------------------------------------------------------------------------------
I/We hereby transfer the above security Stamp of Selling Broker(s) or, for
out of the name(s) aforesaid to the transactions which are not stock
person(s) named below. exchange transactions of Agent(s).
if any, acting for the Transferor(s)
Signature(s) of transferor(s)
1. /s/ P. Tredinnick
---------------------------
2. ---------------------------
3. ---------------------------
4. ---------------------------
Date_______________________
Bodies corporate should execute under their common seal
- --------------------------------------------------------------------------------
Full name(s) and full postal
address(es) including County or,
if applicable, Postal District INTERNET HOLDINGS, INC.
number) of the person(s) to whom
the security is transferred. c/o The Law Offices Of
Lewis Mitchell Klee
40 Exchange Place, 8th Floor
Please state title, if any, or New York
whether Mr., Mrs., or Miss. New York 10005
USA
Please complete in typewriting or
in Block Capitals.
- --------------------------------------------------------------------------------
I/We request that such entries be made in the register as are necessary to give
effect to this transfer.
- --------------------------------------------------------------------------------
Stamp of Buying Broker(s) (if any) Stamp or name and address of person
lodging this form (if other than
the Buying Broker(s))
- --------------------------------------------------------------------------------
<PAGE>
(Above table line for Registrar only)
- --------------------------------------------------------------------------------
Certificate lodged with the Registrar
Consideration Money ss ....... (For completion by the Registrar/Stock Exchange)
- ------------------------------ -------------------------------------------------
Name of Under-
taking. CHIRON SYSTEMS LTD
- ------------------------------ -------------------------------------------------
Description of
Security. ORIDINARY SHARES OF SS. 1 EACH
- ------------------------------ -------------------------------------------------
Number or amount Words Figures
of Shares, Stock or
other security and, TWO THOUSAND FIVE HUNDRED 2,500
in figures column
only, number and (units of)
denomination of
units, if any.
- ------------------------------ -------------------------------------------------
Name(s) of re- In the name(s) of
gistered holder(s)
should be given in BRENDA TAYLOR
full: the address 25 EDEN WAY
should be given WINNERSH COPY
where there is only NR. WOKINGHAM
one holder. BERKSHIRE
RG11 5PQ
If the transfer is
not made by the
registered holder(s)
insert also the
name(s) and capacity
(e.g. Executor(s)
of the person(s)
making the transfer.
- --------------------------------------------------------------------------------
I/We hereby transfer the above security Stamp of Selling Broker(s) or, for
out of the name(s) aforesaid to the transactions which are not stock
person(s) named below. exchange transactions of Agent(s).
if any, acting for the Transferor(s)
Signature(s) of transferor(s)
1. /s/ Brenda Taylor
---------------------------
2. ---------------------------
3. ---------------------------
4. ---------------------------
Date_______________________
Bodies corporate should execute under their common seal
- --------------------------------------------------------------------------------
Full name(s) and full postal
address(es) including County or,
if applicable, Postal District INTERNET HOLDINGS, INC.
number) of the person(s) to whom
the security is transferred. c/o The Law Offices Of
Lewis Mitchell Klee
40 Exchange Place, 8th Floor
Please state title, if any, or New York
whether Mr., Mrs., or Miss. New York 10005
USA
Please complete in typewriting or
in Block Capitals.
- --------------------------------------------------------------------------------
I/We request that such entries be made in the register as are necessary to give
effect to this transfer.
- --------------------------------------------------------------------------------
Stamp of Buying Broker(s) (if any) Stamp or name and address of person
lodging this form (if other than
the Buying Broker(s))
- --------------------------------------------------------------------------------
<PAGE>
(Above table line for Registrar only)
- --------------------------------------------------------------------------------
Certificate lodged with the Registrar
Consideration Money ss ....... (For completion by the Registrar/Stock Exchange)
- ------------------------------ -------------------------------------------------
Name of Under-
taking. CHIRON SYSTEMS LTD
- ------------------------------ -------------------------------------------------
Description of
Security. ORIDINARY SHARES OF SS. 1 EACH
- ------------------------------ -------------------------------------------------
Number or amount Words Figures
of Shares, Stock or
other security and, TWO THOUSAND FIVE HUNDRED 2,500
in figures column
only, number and (units of)
denomination of
units, If any.
- ------------------------------ -------------------------------------------------
Name(s) of re- In the name(s) of
gistered holder(s)
should be given in A SYKES
full: the address ROCK COTTAGE
should be given COLD HATLON COPY
where there is only NR. WELLINGTON
one holder. N. SHROPS
TF6 6AU
If the transfer is
not made by the
registered holder(s)
insert also the
name(s) and capacity
(e.g. Executor(s)
of the person(s)
making the transfer.
- --------------------------------------------------------------------------------
I/We hereby transfer the above security Stamp of Selling Broker(s) or, for
out of the name(s) aforesaid to the transactions which are not stock
person(s) named below. exchange transactions of Agent(s).
if any, acting for the Transferor(s)
Signature(s) of transferor(s)
1. /s/ [SIGNATORY]
---------------------------
2. ---------------------------
3. ---------------------------
4. ---------------------------
Date_______________________
Bodies corporate should execute under their common seal
- --------------------------------------------------------------------------------
Full name(s) and full postal
address(es) including County or,
if applicable, Postal District INTERNET HOLDINGS, INC.
number) of the person(s) to whom
the security is transferred. c/o The Law Offices Of
Lewis Mitchell Klee
40 Exchange Place, 8th Floor
Please state title, if any, or New York
whether Mr., Mrs., or Miss. New York 10005
USA
Please complete in typewriting or
in Block Capitals.
- --------------------------------------------------------------------------------
I/We request that such entries be made in the register as are necessary to give
effect to this transfer.
- --------------------------------------------------------------------------------
Stamp of Buying Broker(s) (if any) Stamp or name and address of person
lodging this form (if other than
the Buying Broker(s))
- --------------------------------------------------------------------------------
