<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
FIRST TARGET ACQUISITION, INC.
---------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Nevada 87-0447497
(State or Other Jurisdiction (IRS Employer ID No.)
of incorporation or organization)
3255 South 8820 West
Magna, Utah 84044
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(Address of Principal Executive Offices)
(801) 250-3433
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(Issuer's Telephone Number, including Area Code)
Consultant Compensation Agreement No. 2
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(Full Title of the Plan)
Charles Johnson
3255 South 8820 West
Magna, Utah 84044
--------------------------
(Name and Address of Agent for Service)
(801) 250-3433
--------------
(Telephone Number, Including Area Code, of Agent for Service)
IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON A
DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT OF
1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR
INTEREST REINVESTMENT PLANS, CHECK THE FOLLOWING BOX: [ ]
CALCULATION OF REGISTRATION FEE
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Title of Each Proposed Proposed
Class of Maximum Maximum Amount of
Securities to Amount to Price per Aggregate Registration
be Registered be Registered Unit/Share Offering Price Fee
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$0.001 par
value common
voting stock 100,000 $0.05 $5,000 $1.39*
- -----------------------------------------------------------------------------
* Calculated according to Rule 230.457(h) of the Securities
and Exchange Commission, based upon the exercise price of the
options covering the underlying common stock to be
issued under the Plan.
PART I
Item 1. Plan Information.
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Plan.
----
A copy of Consultant Compensation Agreement No. 2 (the "Plan")
is attached hereto and incorporated herein by reference.
Item 2. Registrant Information and Employee Plan Annual Information.
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Available Information.
---------------------
Copies of the 10-KSB Annual Report of the Registrant for the fiscal
year ended June 30, 1998, and all 10-QSB Quarterly Reports and any Current
Reports filed with the Securities and Exchange Commission (the "Commission")
during the past twelve months have been provided to the Plan participants.
The Registrant also undertakes to furnish, without charge, to such
participants or persons purchasing any of the securities registered hereby,
copies of all of such documentation. Requests should be directed to Charles
Johnson, President, at the address and telephone appearing on the Cover Page
of this Registration Statement.
Additional information regarding the Registrant may be reviewed at
the Commission's web site www.sec.gov.
PART II
Information Required in the Registration Statement
--------------------------------------------------
Item 3. Incorporation of Documents by Reference.
- -------------------------------------------------
The following documents are incorporated by reference into this
Registration Statement and made a part hereof, to wit:
(a) The Registrant's 10-KSB Annual Report for the fiscal year
ended June 30, 1998, filed with the Commission on or about
October 6, 1998;
(b) All other reports filed pursuant to Sections 13(a) or 15(d)
of the Securities Exchange Act of 1934 (the "Exchange Act")
for the past twelve months;
(c) Not applicable.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall
also be deemed to be incorporated by reference into this Registration
Statement and made a part hereof from the date of the filing of such
documents.
Item 4. Description of Securities.
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The Registrant is authorized to issue one class of securities, being
comprised of $0.001 par value common voting stock.
The holders of the $0.001 par value common stock of the Registrant
have traditional rights as to voting, dividends and liquidation. All shares
of common stock are entitled to one vote on all matters; there are no
pre-emptive rights and cumulative voting is not allowed. The common stock is
not subject to redemption and carries no subscription or conversion rights.
In the event of liquidation of the Registrant, the holders of common stock are
entitled to share equally in corporate assets after satisfaction of all
liabilities.
Item 5. Interest of Named Experts and Counsel.
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Branden T. Burningham, Esq., who has prepared this Registration
Statement and an Opinion regarding the authorization, issuance and
fully-paid and non-assessable status of the securities covered by this
Registration Statement, owns no shares of common stock of the Registrant and
is not deemed to be an affiliate of the Registrant or a person associated with
an affiliate of the Registrant. See Item 8 below.
Item 6. Indemnification of Directors and Executive Officers.
- -------------------------------------------------------------
Under the Nevada Revised Statutes, a corporation has the power to
indemnify any person who is made a party to any civil, criminal,
administrative or investigative proceeding, other than an action by or in the
right of the corporation, by reason of the fact that such person was a
director, officer, employee or agent of the corporation, against expenses,
including reasonable attorneys' fees, judgments, fines and amounts paid in
settlement of any such actions; provided, however, in any criminal proceeding,
the indemnified person shall have had no reason to believe the conduct
committed was unlawful.
Item 7. Exemption from Registration Claimed.
- ---------------------------------------------
None.
Item 8. Exhibits.
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Exhibit
Number
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5 Opinion regarding Legality
23.1 Consent of Branden T. Burningham, Esq.
23.2 Consent of Jones, Jensen & Company
Certified Public Accountants
99 Consultant Compensation Agreement No. 2
Exhibit A-Counterpart Signature Page
Exhibit B-counterpart Signature Page
Item 9. Undertakings.
- ----------------------
The undersigned Registrant hereby undertakes:
(a) (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933 (the
"1933 Act");
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the
Registration Statement (or the most recent
post-effective amendment thereof) which,
individually or in the aggregate, represent a
fundamental change in the information set forth
in the Registration Statement; and
(iii) To include any additional or changed material
information with respect to the plan of
distribution not previously disclosed in the
Registration Statement or any material change to
such information in the Registration Statement;
provided, however, only to the extent required
by the general rules and regulations of the
Commission.
(2) That, for the purpose of determining any liability under
the 1933 Act, each such post-effective amendment shall be
deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) That for purposes of determining any liability under the 1933
Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall
be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide
offering thereof.
(h) Insofar as indemnification for liabilities arising under the
1933 Act, as amended, may be permitted to directors, executive
officers and controlling persons of the Registrant as outlined
above or otherwise, the Registrant has been advised that in the
opinion of the Commission, such indemnification is against
public policy as expressed in the 1933 Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director,
executive officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, executive officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in
the 1933 Act and will be governed by the final adjudication of
such issue.
SIGNATURES
Pursuant to the requirements of the 1933 Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, on the date or dates appearing opposite the respective signatures
hereto.
REGISTRANT:
Date: 4/29/99 By /s/ Charles Johnson
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Charles Johnson
President and Director
Pursuant to the requirements of the 1933 Act, this Registration
Statement has been signed by the following persons (who constitute all
of the members of the Board of Directors of the Registrant) in the capacities
and on the date indicated.
Date: 4/29/99 By /s/ Charles Johnson
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Charles Johnson
President and Director
<PAGE>
Securities and Exchange Commission File No. 0-23905
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
FIRST TARGET ACQUISITION, INC.
<PAGE>
EXHIBIT INDEX
Exhibit
Number
- -------
5 Opinion regarding Legality
23.1 Consent of Branden T. Burningham, Esq.
23.2 Consent of Jones, Jensen & Company
Certified Public Accountants
99 Consultant Compensation Agreement No. 2
Exhibit A-Counterpart Signature Page
Exhibit B-Counterpart Signature Page
(Letterhead of Branden T. Burningham, Esq.)
April 29, 1999
First Target Acquisition, Inc.
3255 South 8820 West
Magna, Utah 84044
Re: Opinion concerning the legality of the securities to
be issued pursuant to the Registration Statement on
Form S-8 to be filed on or about April 30, 1999 by First Target
Acquisition, Inc., a Nevada corporation
Board of Directors:
As counsel for First Target Acquisition, a Nevada corporation (the
"Company"), and in connection with the issuance of 100,000 shares of the
Company's $0.001 par value common stock (the "Securities") to two consultants
(the "Consultants") pursuant to a written compensation agreement, a copy of
which is incorporated herein by reference ("Consultant Compensation Agreement
No. 2" [the "Plan"]), I have been asked to render an opinion as to the
legality of these Securities, which are to be covered by a Registration
Statement to be filed by the Company on Form S-8 of the Securities and
Exchange Commission (the "Commission"), and as to which this opinion is to be
filed as an exhibit.
As you are aware, no services to be performed and billed to you
which are in any way related to a "capital raising" transaction may be paid by
the issuance of Securities pursuant to the Plan.
You should also be aware that I have no interest in any of the
Securities covered hereby, and that I own no shares of the Company's common
stock.
In connection with rendering my opinion, which is set forth below,
I have reviewed and examined originals or copies of the following documents,
to-wit:
1. Articles of Incorporation and all amendments thereto;
2. Bylaws;
3. 10-KSB Annual Report for the fiscal year ended June 30,
1998, filed with the Commission on or about October 6, 1998;
4. 10-QSB Quarterly Reports for the past twelve months or for
such shorter period for which the Company was required to file such reports;
5. 10-SB Registration Statement, as amended;
6. An Information Statement filed December 11, 1998;
7. A copy of the Plan; and,
8. The Unanimous Consent of the Board of Directors adopting the
Plan, designating the name of the Plan and the name, address and telephone
number of the Plan's Agent.
I have also examined various other documents, books, records,
instruments and certificates of public officials, directors, executive
officers and agents of the Company, and have made such investigations as I
have deemed reasonable, necessary or prudent under the circumstances. Also,
in rendering this opinion, I have reviewed various statutes and judicial
precedence as I have deemed relevant or necessary.
Further, as counsel for the Company, I have discussed the items
relied upon in rendering this opinion and the documents I have examined with
the sole director and executive officer of the Company, and in all instances,
I have assumed the genuineness of all signatures, the legal capacity of
natural persons, the authenticity of all documents submitted to me as
originals, the conformity with the original documents of all documents
submitted to me as certified or photostatic copies and the authenticity of the
originals of such copies. I have further assumed that the recipients of these
Securities under the Plan will have paid the consideration required under the
terms of the Plan prior to the issuance of the Securities, and that none of
the services performed by the recipients shall be related to "capital raising"
transactions.
I have also provided the individual participant in the Plan with a
copy of the documents enumerated in paragraphs 3 through 7, inclusive, above.
Based upon the foregoing and in reliance thereon, it is my opinion
that, subject to the limitations set forth in the Plan, the Securities to be
issued pursuant to the Plan will, upon their issuance and delivery to the
recipients thereof, after receipt of full payment therefor, be deemed duly and
validly authorized, legally issued and fully paid and non-assessable under the
Nevada Revised Statutes.
This opinion is expressly limited in scope to the Securities
described herein and which are to be expressly covered by the above referenced
Registration Statement and does not cover any subsequent issuances of any
securities to be made in the future pursuant to any other plans, if any,
pertaining to services performed in the future. Any such transactions are
required to be included in a new Registration Statement or a post-effective
amendment to the above referenced Registration Statement, which will be
required to include a revised or a new opinion concerning the legality of the
Securities to be issued.
Further, this opinion is limited to the corporate laws of the
State of Nevada and the securities laws, rules and regulations of the United
States, and I express no opinion with respect to the laws of any other
jurisdiction.
I consent to the filing of this opinion with the Commission as an
exhibit to the above referenced Registration Statement; however, this opinion
is not to be used, circulated, quoted or otherwise referred to for any other
purpose without my prior written consent.
This opinion is based upon my knowledge of the law and facts as of
the date hereof, and I assume no duty to communicate with you with respect to
any matter which may hereafter come to my attention.
Yours very sincerely,
/s/ Branden T. Burningham
Branden T. Burningham
BTB/sg
cc: First Target Acquisition, Inc.
(Letterhead of Branden T.. Burningham, Esq.)
April 29, 1999
U.S. Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Re: Consent to be named in the S-8 Registration Statement
of First Target Acquisition, Inc., a Nevada corporation (the
"Registrant"), SEC File No. 0-23905, to be filed on or
about April 30, 1999, covering the registration and
issuance of 100,000 shares of common stock to two
consultants
Ladies and Gentlemen:
I hereby consent to be named in the above referenced Registration
Statement, and to have my opinion appended as an exhibit thereto.
Sincerely yours,
/s/ Branden T. Burningham
Branden T. Burningham
cc: First Target Acquisition, Inc.
<PAGE>
[Letterhead of Jones, Jensen & Company]
U.S. Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Re: Consent to be named in the S-8 Registration Statement
of First Target Acquisition, Inc., a Nevada
corporation (the "Registrant"), SEC File No. 0-23905,
to be filed on or about April 30, 1999, covering the
registration and issuance of 100,000 shares
of common stock to two consultants
Ladies and Gentlemen:
We hereby consent to the use of our report for the years ended June
30, 1998 and 1997, dated July 31, 1998, in the above referenced Registration
Statement. We also consent to the use of our name as experts in such
Registration Statement.
/s/ Jones, Jensen & Company
Jones, Jensen & Company
Salt Lake City, Utah
May 3, 1999
CONSULTANT COMPENSATION AGREEMENT NO. 2
THIS CONSULTANT COMPENSATION AGREEMENT (the "Plan") is made this
29th day of April, 1999, among First Target Acquisition, Inc., a Nevada
corporation ("First Target"); and Leonard W. Burningham, Esq. and Charles
Johnson, who have executed and delivered this Plan by the execution and
delivery of the Counterpart Signature Pages which are designated as Exhibits
"A" and "B" hereof (collectively, the "Consultants").
WHEREAS, the Board of Directors of First Target has adopted a
written compensation agreement for compensation of two individual Consultants
who are natural persons; and
WHEREAS, First Target has engaged the Consultants to provide
services at the request of and subject to the satisfaction of its management,
and intends to avail itself of the services of the Consultants during the term
hereof; and
WHEREAS, the Consultants have provided and wish to provide
services at the request and subject to the approval of the management of First
Target; and
WHEREAS, a general description of the nature of the services
performed and to be performed by the Consultants and the maximum value of such
services under this Plan are listed in the Counterpart Signature Pages; and
WHEREAS, First Target and the Consultants intend that this Plan
shall be a "written compensation agreement" as defined in Rule 405 of the
Securities and Exchange Commission ("Commission") pursuant to which First
Target may issue "freely tradeable" shares of its common stock as payment for
services rendered pursuant to an S-8 Registration Statement to be filed with
the Commission by First Target;
NOW, THEREFORE, in consideration of the mutual covenants and
promises contained herein, it is agreed:
Section 1
Compensation Plan
1.1 Employment. First Target hereby employs the Consultants and
the Consultants hereby accept such employment, and have performed and agree to
perform the services requested by management of First Target to its
satisfaction during the term hereof. The services performed and to be
performed by the Consultants hereunder have been and shall be personally
rendered by the Consultants, and no one acting for or on behalf of the
Consultants, except those persons normally employed by the Consultants in
rendering services to others, such as secretaries, bookkeepers and the like.
1.2 Independent Contractors. All services rendered or to be
rendered by the Consultants hereunder have been or are being rendered as
independent contractors, and the Consultants shall be liable for any FICA
taxes, withholding or other similar taxes or charges, and the Consultants
shall indemnify and hold First Target harmless therefrom; it is understood and
agreed that the value of all such items has been taken into account by the
Consultants in computing the billable rate for the services the Consultants
have rendered and agreed to render to First Target.
1.3 Payment. First Target and the Consultants agree that First
Target shall pay the invoices of the Consultants for the services performed
under this Plan by the issuance of shares of its common stock at a price of
$0.05 per share; provided, however, such shares of common stock shall be
issued pursuant to and shall be subject to the filing and effectiveness of a
Registration Statement on Form S-8 covering such shares with the Commission.
1.4 Invoices for Services. On the completion of rendering the
services performed by the Consultants hereunder, each of the Consultants shall
provide First Target with a written invoice detailing the services duly
performed. Such invoice shall be paid by First Target in accordance with
Section 1.3 above, subject to the satisfaction of the management of First
Target that the services have been performed, and to the extent performed,
that the performance was in a satisfactory manner. The submission of an
invoice for the services performed by each of the Consultants shall be deemed
to be a subscription by the respective Consultants to purchase shares of
common stock of First Target at the price outlined in Section 1.3 above,
subject only to the filing and effectiveness of a Registration Statement on
Form S-8 covering such shares with the Commission.
1.5 Limitation on Services. None of the services to be rendered
by the Consultants and paid for by the issuance of shares of common stock of
First Target shall be services related to any "capital raising" transaction.
1.6 Common Stock Price. To the extent deemed required or
necessary and for all purposes of this Plan, the Consultants shall have an
"option" covering such shares of common stock at the per share price set forth
in paragraph 1.3 above during the term hereof; the Consultants assume the risk
of any decrease in the per share price or value of the shares of common stock
of First Target that may be issued by First Target for services performed by
the Consultants hereunder, and the Consultants agree that any such decrease
shall in no way affect the rights, obligations or duties of the Consultants
hereunder
1.7 Delivery of Shares. On submission of an invoice for
services actually performed by the respective Consultants, and duly verified
to the satisfaction of First Target, and subject to the filing and
effectiveness of a Registration Statement on Form S-8 of the Commission
covering such shares, one or more stock certificates representing such shares
shall be delivered to the respective Consultants at the addresses listed on
the Counterpart Signature Pages, unless another address shall be provided to
First Target in writing prior to the issuance of such shares.
1.8 Adjustments in the Number of Shares of Common Stock and
Price Per Share. First Target and the Consultants agree that the per share
price of shares of common stock that may be issued by First Target to the
Consultants for services performed under this Plan has been arbitrarily set by
First Target; however, in the event First Target shall undergo a merger,
consolidation, reorganization, recapitalization, declare a stock dividend of
its shares of common stock or cause to be implemented a forward or reverse
stock split which affects the present number of issued and outstanding shares
of common stock of First Target prior to the issuance of shares to the
Consultants, that the per share price and the number of shares issuable to the
Consultants for services actually rendered hereunder after such event shall be
appropriately adjusted to reflect any such event.
1.9 Effective Date. The Effective Date of the Plan for each of
the Consultants shall be the date set forth on the respective Counterpart
Signature Pages.
1.10 Condition Precedent to the Issuance of Securities Under the
Plan. The total number of securities to be issued under the Plan shall not
exceed 10% of the outstanding securities of First Target on the date of
issuance.
Section 2
Representations and Warranties of First Target
First Target represents and warrants to, and covenants with, the
Consultants as follows:
2.1 Corporate Status. First Target 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.
2.2 Compensation Plan. The Board of Directors of First Target
has duly adopted a written compensation agreement as defined in Rule 405 of
the Commission pursuant to which First Target may issue "freely tradeable"
shares of its common stock as payment for services rendered, subject to the
filing and effectiveness of an S-8 Registration Statement to be filed with the
Commission by First Target.
2.3 Registration Statement on Form S-8. First Target shall
engage the services of a competent professional to prepare and file a
Registration Statement on Form S-8 with the Commission to cover the shares to
be issued under the Plan; shall cooperate with such professional in every
manner whatsoever to the extent reasonably required or necessary so that such
Registration Statement shall be competently prepared, which such Registration
Statement shall not contain any untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements made therein,
in light of the circumstances under which they were made, not misleading, and
which such Registration Statement shall become effective immediately upon its
filing; such Registration Statement shall be prepared at the sole cost and
expense of First Target; and First Target will provide to the Consultants
prior to the issuance and delivery of any such shares of common stock a copy
of such Registration Statement, the written compensation agreement adopted by
its Board of Directors, all quarterly, annual or current reports or other
documents incorporated by reference into such Registration Statement and any
other similar reports filed or publicly disseminated following the effective
date of any such Registration Statement.
2.4 Federal and State Securities Laws, Rules and Regulations.
First Target shall fully comply with any and all federal or state securities
laws, rules and regulations governing the issuance of any such shares of
common stock.
2.5 Limitation on Services. First Target shall not request the
Consultants to perform any services in connection with any "capital raising"
transaction under this Plan.
2.6 Reports With the Commission. First Target is required to
file reports with the Commission pursuant to Section 13(a) of the Securities
Exchange Act of 1934, as amended (the "1934 Act"), and First Target has or
will file with the Commission all reports required to be filed by it
forthwith, and such reports are or will be true and correct in every material
respect; and First Target will continue to comply with these reporting
requirements and keep such reports current so long as any of the shares remain
to be issued hereunder.
2.7 Corporate Authority and Due Authorization. First Target has
full corporate power and authority to enter into this Plan and to carry out
its obligations hereunder. Execution of this Plan and performance by First
Target hereunder have been duly authorized by all requisite corporate action
on the part of First Target, and this Plan constitutes a valid and binding
obligation of First Target and performance hereunder will not violate any
provision of the Articles of Incorporation, Bylaws, agreements, mortgages or
other commitments of First Target.
Section 3
Representations and Warranties of the Consultants
Each of the Consultants represents and warrants to, and covenants
with, First Target as follows:
3.1 Employment. Each of the Consultants hereby accepts
employment by First Target, and agrees to perform the services requested by
management of First Target to its satisfaction during the term hereof. The
services performed and to be performed by the Consultants hereunder shall be
personally rendered by the Consultants, and no one acting for or on behalf of
the Consultants.
3.2 Sophisticated Investors. Each of the Consultants represents
and warrants that, by reason of income, net assets, education, background and
business acumen, the Consultants have the experience and knowledge to evaluate
the risks and merits attendant to an investment in shares of common stock of
First Target, either singly or through the aid and assistance of a competent
professional, and are fully capable of bearing the economic risk of loss of
the total investment of services.
3.3 Suitability of Investment. Prior to the execution of this
Plan, each of the Consultants shall have provided the services outlined in the
respective Counterpart Signature Pages to First Target, and the Consultants,
singly, or through the advice of a competent professional, fully believe that
an investment in shares of common stock of First Target is a suitable
investment for the Consultants.
3.4 Limitation on Services. None of the services rendered or to
be rendered by the Consultants and paid for by the issuance of shares of
common stock of First Target shall be services related to any "capital
raising" transaction.
3.5 Authority and Authorization. Each of the Consultants has
full power and authority to enter into this Plan and carry out the obligations
hereunder. Execution of this Plan and performance by the Consultants
hereunder constitutes a valid and binding obligation of the Consultants and
performance hereunder will not violate any other agreement to which any of the
Consultants is a party.
Section 4
Indemnity
First Target and the Consultants agree to indemnify and hold the
other harmless for any loss or damage resulting from any misstatement of a
material fact or omission to state a material fact by the other contained
herein or contained in the S-8 Registration Statement of First Target to be
filed hereunder, to the extent that any misstatement or omission contained in
the Registration Statement was based upon information supplied by the other.
Section 5
General Provisions
5.1 Further Assurances. At any time, and from time to time,
after the execution hereof, each party will execute such additional
instruments and take such action as may be reasonably requested by the other
party to carry out the intent and purposes of this Plan.
5.2 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 First Target: 3255 South 8820 West
Magna, Utah 84044
If to Consultants: The addresses listed on the
Counterpart Signature Pages
5.3 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.
5.4 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.
5.5 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.
5.6 Assignment. Neither First Target nor the Consultants can
assign any rights, duties or obligations under this Plan, and in the event of
any such assignment, such assignment shall be deemed null and void.
5.7 Counterparts. This Plan may be executed simultaneously in
one 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 Plan effective
the day and year first above written.
FIRST TARGET ACQUISITION, INC.
Date: 4/29/99 By /s/ Charles Johnson
------- -----------------------------
Charles Johnson, President
<PAGE>
EXHIBIT "A"
CONSULTANT COMPENSATION AGREEMENT NO. 2
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant
Compensation Agreement No. 2 among First Target and the undersigned Consultant
is executed as of the date set forth herein below.
Consultant:
Date: 4/29/99 /s/Leonard W. Burningham
Leonard W. Burningham, Esq.
455 East 500 South, #205
Salt Lake City, Utah 84111
Maximum Value
of Services
General Description of Services to be Performed
Partial payment for outstanding billing $4,000
statements form 2/15/96 through 4/30/99
for reports of First Target filed with the 80,000 shares
Securities and Exchange Commission, Form
10-SB Registration Statement, preparation,
filing and responding to comments
<PAGE>
EXHIBIT "B"
CONSULTANT COMPENSATION AGREEMENT NO. 2
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant
Compensation Agreement No. 2 among First Target and the undersigned Consultant
is executed as of the date set forth herein below.
Consultant:
Date: 4/29/99 /s/Charles Johnson
Charles Johnson
3255 South 8820 West
Magna, Utah 84044
Maximum Value
of Services
General Description of Services to be Performed
Service as Director and Executive Officer $1,000
including but not limited to attendance at
meetings, reviewing the reports and the Form 20,000 shares
10-SB Registration Statement of the Company
filed with the Securities and Exchange Commission
