U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL
BUSINESS ISSUERS UNDER SECTION 12(b) OR 12(g) OF THE
SECURITIES ACT OF 1934
CENTRAL AMERICAN EQUITIES CORP.
(Name of Small Business Issuer as specified in its charter)
FLORIDA 65-0636168
--------- ----------
(State or other jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
19200 Von Karman, Ste. 850
Irvine, CA 92612
(Address of Principal Executive Office)
Issuer's Telephone Number, including Area Code: (714)#757-0222
Securities registered pursuant to Section 12(b) of the Exchange Act:
None
Securities registered pursuant to Section 12(g) of the Exchange Act:
Common Stock, $0.001 par value
Title of Class
INFORMATION REQUIRED IN REGISTRATION STATEMENT
PART I
Alternative 2
Description of the Business/Properties
Central American Equities Corp. (the "Company" or "CAE") was incorporated
under the laws of the State of Florida on January 23, 1996. The Company
acquired Cal Tico, L.P. ("Cal Tico"), Ecolodge Partners L.P. ("Ecolodge")
and MarineLodge Partners, L.P. ("MarineLodge" and, together with Cal Tico and
Ecolodge, the "Partnerships") The company provides an integrated eco-vacation
experience in Costa Rica. And is in the business of owning and operating
hotels and operating hotels and real property in Costa Rica.
Description of Properties
HOTEL ALTA
Hotel Alta is the first stop for vacationers on the Company's integrated
eco-adventure tour. However, it is also a commercial hotel that could
fill its 23 rooms with business travelers and not need the soft-adventure
traveler.
* Hotel Alta is a, 23-unit, exquisite hotel located on approximately
one acre of land in Santa Ana, 8 miles from downtown San Jose. The
area is considered one of the most affluent districts of Costa Rica
and is currently experiencing a significant real estate boom.
Nearby Santa Ana (population 26,777) and Escazu (population
44,282) area is considered one of the most affluent districts
of Costa Rica. Nearby facilities include two golf courses,
tennis courts, and an equestrian center.
* A 65-seat fine dining restaurant located within the hotel and is
owned and operated by CAE. The restaurant's chef -- formerly the
Chef at L'Esmeraldo in Palm Desert, California -- will be a major
draw. The restaurant is well positioned to receive guests from
nearby hotels and upscale locals who seek gourmet meals.
* The hotel and restaurant have a number of positive characteristics
that should lead to their financial success. The quality and
amenities are unique to Costa Rica (Costa Rica has very few,
if any, world class hotels or restaurants), the site is in a
prime location, the hotel has beautiful architecture, and the
management has a strong vision of the future of the hotel. This
boutique hotel provides an alternative to the assaulting
environment often experienced by travelers who stay in the downtown
areas. Management expects Hotel Alta to be the first Relais and
Chateaux hotel in Central America.
* The Central Valley, the primary market area (PMA) for Hotel Alta,
had 458,576 foreigner demand for lodgings and 35,832 local demand
for lodgings for a total demand of about 494,408. This is about 10%
of Costa Rica's local demand and 40% of the foreign demand.
* Demand for lodgings in the PMA is projected to grow by one-third
from 1995 to 1999, increasing at an average annual rate of 7.4%. The
average stay of foreign visitors to the PMA should increase from an
estimated 6.9 days in 1995 to 7.5 days by 1999. As the affluence
of visitors increases, the demand for better lodgings is also
expected to increase.
* There are 325 hotels in the PMA with, collectively, more than
8,000 rooms. About 40% of the hotel rooms and 30% of the hotels
in Costa Rica are located in this region. About 830 additional
hotel rooms are in some stage of development.
* More than 3,500 new rooms will need to be available by 1999 to
maintain an average annual occupancy rate of 60%.
* Hotel Alta charges an average rate of $125 per night per standard
room. This rate is within the range of its competitors and,
considering the amenities it offers and its aesthetic appeal,
may be considered low.
* Zoning
The parcel is zoned for middle density residential which includes a hotel.
To enhance views and not exceed the plan of limit, the hotel is designed to
cascade down the hill. The parcel is surrounded primarily by homes and
small apartments.
* Climate and Visibility
Hotel Alta is located on a hill overlooking the City of San Jose and
the Santa Ana Valley. On a clear day one can see from the
residential floors of the hotel the Pacific Ocean, more than 35
miles away. Although the Juan Santamaria International Airport
is nearby, one cannot see it or hear airport noise because it is
hidden behind a hill.
A bus line runs along the street in front of the hotel and buses
generally travel by the hotel every half hour during peak hours.
Roads to and from the hotel are always passable.
* Utilities
Water in the Santa Ana area is known for its high quality. Sewage is
completely treated on-site within a nonmechanical, gravity-flow
system. Treated gray water eventually flows into the storm drain
system on the street toward the downhill side of the hotel.
Systems which will use the treated waters to irrigate landscaping are
being installed.
The rooms are slated to have updated communication services,
including both telephone and computer modem lines. Although some
areas of Costa Rica are experiencing difficulty obtaining
sufficient telephone lines, Hotel Alta has already secured twelve
telephone lines for the 23-room hotel.
This site is fully supplied with the necessary electricity and a
back-up generator is available for the power outages which
occasionally occur during severe storms. Propane gas is delivered
to the site and cable television service has already been
installed in the neighborhood.
* Public Safety
The safety provides a very safe and unique environment for its
clientele. In contrast to downtown San Jose, where many business
hotels are located, Santa Ana and the area immediately surrounding
the Hotel Alta has a very low crime rate (in a country that is
known for its low crime rate). There are no ghettoes or
impoverished areas nearby. The area is among the most affluent
areas in the country.
Two of the best hospitals in the country are located within a short
drive from the site. San Juan de Dios and Mexico Hospital. A Red
Cross ambulance is stationed within one mile of the site in each
direction. The Fire Department is located about 10 minutes from
the hotel. On site, the hotel has fire stations on every floor
and within the restaurant kitchen areas.
* Occupancy Rates and the Seasonality of Demand
As is the case throughout Costa Rica, demand is seasonal. Demand for
both four- and five-star hotels rises during the dry season and
again during the northern hemisphere's summer and decreases during
the rainy season. In general, occupancy levels declined between
1993 and 1994 as new hotels opened their doors and the international
arrivals to the Central Valley began to slow.
A number of factors suggest demand for Hotel Alta will be brisk.
First, many business travelers find downtown to be an assaulting
environment. The air is polluted with fumes from cars and buses
that are required to use smog devices, the streets are crowded and
noisy, and street crime is a potential threat at night, the
travelers seek a boutique hotel on the outskirts of San Jose
where they will find a pleasant, unhurried environment, and still
have ready access to downtown.
Second, the suburbs of San Jose are growing in the direction of the
Santa Ana area. Third, many business travelers are drawn to the
area because it is near where they will do business, the American
ambassador's residence is within a mile and the Nicaraguan
ambassador's residence is across the street from the hotel.
There are many business in the area (anecdotal evidence
indicates more than 200 companies) and the hotel is close to the
free zones and industrial zones (but not in them).
ECOLODGE SAN LUIS AND BIOLOGICAL STATION
After leaving Hotel Alta the next stop on the eco-adventure tour planned by
CAE is Ecolodge San Luis and Biological Station, an integrated
ecotourism/research/education project directed on-site by two renowned
tropical biologists.
* The 162-acre Ecolodge San Luis property is located at the head of
the San Luis Valley, in northwestern Costa Rica, approximately 3.5
hours from San Jose's International Airport. The property borders
on the world famous Monteverde Cloud Forest Reserve (acclaimed as
"one of the most outstanding wildlife sanctuaries in the New
World tropics" and named as one of the top ten ecotourism
destinations in the world) and the Children's International
Rain Forest.
* Ecolodge San Luis has three complementary facets on one parcel:
(1) the San Luis Biological Station has a 60 bunk beds for students,
researchers, and other visitors in rustic accommodations;
(2) Ecolodge San Luis, a rain forest lodge with 12 completed rooms
in cabinas and 18 additional rooms projected to be completed by
June 1999; and (3) a working tropical farm.
* CAE has designed the Ecolodge to combine ecotourism, agro-tourism,
education, and tropical forestry research in a showcase project that
demonstrates that private enterprise must play a role in preserving
tropical rain forests and that tourism itself is a critical
driving force in their preservation.
* Priced at varying levels of affordability, Ecolodge San Luis
offers the opportunity for all to experience the rain forest but
pay only for the level of comfort they can afford and desire ---
from rustic bunk beds to an ecoexperience.
* Drs. Milton Lieberman and Diana Lieberman, internationally
recognized experts in the field of tropical ecology, are
responsible for the supervision of the Ecolodge. The Liebermans
and their team of professional biologist-guides provide a full
schedule of field activities and informational programs for each
guest.
* Soon an additional entrance to the Monteverde Reserve will open
that will permit an alternative for the overflow crowd from the
saturated northern entrance. The new entrance will be within a half
mile of the Ecolodge and visitors will have to pass the Ecolodge
to gain access to the Reserve.
* Ecolodge San Luis' isolation is unique in the crowded Monteverde
area. With fewer crowds, guests are much more likely to see animal
life. Guests are able to visit the relative "bustle" of Monteverde
and, if they wish, stay in the more primitive wonders of the San
Luis Valley.
* The low cost bunk beds are very likely to have occupancy levels
that are high year round, not just in the dry season. Already-made
contacts with the Organization of Tropical Studies and university
educational and alumni programs offer a large source of potential
guests. This should contribute to a "smoothing" of the cyclical
nature of revenue flows. Non-binding agreements with a US-based
service organization could bring as many as 6000 guests to the
Ecolodge.
* With only one phone currently installed, the Lodge's phone system
is currently inadequate. The government has granted permission for
a cellular phone system. This, and a planned centralized phone
system for all three of the CAE hotels, will help to alleviate
this problem.
* Between 1984 and 1995, annual visitation to the Monteverde Cloud
Forest Reserve increased from 5900 to 50,000.
* Recently, the Monteverde area had 58,017 foreigner and 1076 local
demand for lodgings for a total demand of about 59,093.
* There were at least 12 hotels in the Monteverde area and more than
200 rooms in March 1995. About 30 additional hotel rooms are in some
stage of development in the Monteverde area.
* Ecolodge San Luis charges a rate of $50 to $65 per night per
person for the bunk beds and $80 per person in cabina rooms
including all meals, taxes, and programs. This rate is within the
range of its competitors.
* Ecolodge San Luis has what is called a "tropical pre-montane"
climate. It is pleasant and generally cool year round. Because of
its elevation, the site does not have the potential discomfort of
hot, steamy, insect-ridden, lowland habitats. Visitors can expect
to enjoy comfortable, healthful conditions. Rainfall averages
about 2.6 meters (about 100 inches) per year and falls primarily
from May to July.
* Transportation
From San Jose, the capital of Costa Rica, visitors have easy access
to the site by means of bus, taxi, or private car. Several buses a
day leave the capital city of San Jose for the nearby town of Santa
Elena. Approximate driving time from Ecolodge San Luis to San Jose
via car is 3.5 hours. Other approximate driving times are: 6 to 7
hours to Arenal Lake and Volcano; and 2 hours to the Pacific
port city of Puntarenas (where one can catch a ferry to the
Lodge at Cabo Blanco).
There is no airport in the Monteverde region although helicopters
have landed on private property in the San Luis Valley. The recently
opened Tomas Guardia International Airport in Liberia is about 3.5
hours away by car. This new airport will allow international
visitors to arrive in the northwest comer of the country and
travel from there to nearby Pacific locations.
Road Access. Road access in the remote regions of Costa Rica is an
important consideration for hoteliers concerned with occupancy,
particularly during the rainy season. From San Jose, the main route
to the Monteverde area is the Pan American Highway. This
multi-laned road is paved, has more than its fair share of
potholes but is always being upgraded. It is designed to provide
alternative routes of passage if there is a rare bridge outage.
There are two southern routes from the Pan American Highway to the
Monteverde area that eventually link to form one main road. The road
from Sardinal is partly paved and constantly being upgraded. As
money has not been appropriated to complete the job (and many
would prefer that construction be delayed to keep the Monteverde
area remote and pristine) it may take many years before the work
is completed. The road from Lagartos is graded but unpaved and
considered the faster of the two. It is maintained by the
Municipality of Puntarenas and is never impassable for more
than a few hours, even after the worst of storms.
The San Luis Valley is quite remote. There is generally only one way
into the valley by car and it is from the west on a groomed but
unpaved trunk road. (A second, steep and rocky entrance to the
valley directly from Monteverde to the north is advisable only for
horses and the rabid 4- wheel driver.) The main Valley road
travels directly past the Ecolodge and is maintained regularly by
the San Luis Development Association, Municipality of Puntarenas
(of which Ecolodge San Luis is a member). This road is
generally in better condition than the road from Logartos.
The last section of the road, about 700 meters from the local school
to the Ecolodge, was recently completed by the Costa Rican
government in preparation for the opening of the new entrance into
the Monteverde Reserve. The government has committed to maintain
this road from the Ecolodge boundary, through the San Luis
Valley.
* Utilities
By successfully bringing utilities to this remote area, what was once
the major risk facing Ecolodge San Luis, has now become its major
achievement.
Water for Ecolodge San Luis comes from natural artesian springs
located in the cloud forest high above the ranch. The water
consistently tests pure. No livestock graze in any terrain above
the springs. Pipes that bring, the water to the site have the
necessary easements and storage tanks hold up to 10,000 gallons
of water in the unlikely event that the water pipes are
disrupted.
No sewer or gas lines cross the San Luis Valley. At Ecolodge San
Luis, wastewater is adequately treated and disposed of in 9
independent septic tanks on the property. Propane gas, brought in
by the bottle, heats the hot water and kitchen stoves.
Only a few years ago, the upper end of the San Luis Valley was not
on the national power grid. Now, Ecolodge San Luis has its own
substation and is served by a 7,250 volt line providing more than
enough electricity to power the Ecolodge through its final stages of
expansion. If the power is interrupted, which historically has
happened once or twice a month, two standby generators provide
sufficient electricity to meet the emergency. Although
electricity is plentiful, to inhibit noise pollution, management
has decided not to furnish rooms with television sets.
Phone facilities are still relatively sparse. Before the Ecolodge
there were no telephones in the San Luis Valley. Ecolodge San Luis
currently has only one line and is scheduled to add cellular phones
in the next two months. Guests traveling from Hotel Las Palomas
will be offered the opportunity to rent a portable phone to take
to Ecolodge San Luis. Cellular access from the Ecolodge is
reportedly excellent.
* Public Safety
Crime is almost unheard of in the remote San Luis Valley. Fire
stations are far from the Ecolodge San Luis. Although there is no
inherent fire danger, extinguishers are p aced in numerous spots
within the structures.
* Programs and Activities
An extensive and well-designed trail system covers the 162 acres of
Ecolodge property. When finished the trails will provide access to
all the habitats present: cloud forest; mountain streams tumbling
through rocky gorges; farmland with plantings of coffee, bananas,
vegetables, and fruit trees; pastures with moss-laden shade trees-,
secondary forest in stages of recovery, and gardens with a
diversity of ornamental plants. All of these habitats support
distinctive floras and faunas, and all offer exceptional
opportunities for enjoying and learning about the ecology of the
tropics.
Most important and perhaps most rare, the Ecolodge will provide a
world-class ecotourism experience, bringing visitors together with
professional research scientists who can give them an up-to-date
and insightful introduction to the complex ecosystems that surround
them. Activities include general orientation talks, guided walks
led by tropical forest experts, night hikes to view nocturnal
creatures, slide presentations on many aspects of Costa Rican
natural history, seminars by active research scientists, and
informal discussions of the day's observations. Guides show the
guests tropical forests, animals, and birds. The 219 species of
birds on the property makes it one of the best birding
experiences anywhere in the world.
Family-style meal service offered in the biological station's dining
facility foster the interaction among visitors, researchers,
students, and nature guides. Questions are readily answered by
resident biologists, facilitating broader discussions of each
visitor's interests and concerns. During this informal sharing of
the days experiences and observations, each visitor adds to the
knowledge and excitement of the Ecolodge guests. Visitors to the
Ecolodge experience a truly unique, hands-on tropical
experience.
THE LODGE AT SUNSET REEF
After leaving Ecolodge San Luis, CAE will take vacationers south to the port
city of Puntarenas, crossing the Gulf of Nicoya by ferry and then driving
west to the Lodge at Sunset Reef.
* The Lodge at Sunset Reef and 50 seat restaurant at Playa Carmen
are located in the small Pacific beach-front town of Mal Pais on the
southern tip of the Nicoya Peninsula. Mal Pais lies on the northern
border of the renowned Absolute Natural Reserve of Sunset Reef ---
the "jewel of nature at the very tip of the Nicoya Peninsula."
* The Lodge at Sunset Reef provides an up-scale, gourmet
eco-experience. It contains about 3 acres of beachfront land with
1500 feet of ocean frontage. It is surrounded by miles of unspoiled
shoreline, spectacular beaches, and lush forests. Currently on site
there is a fully operating 14-room hotel complete with pool,
restaurant and bar. CAE plans to expand the hotel to 26 rooms.
* Playa Carmen will provide a lower cost, rustic bunk bed facility
and will cater to the budget vacationer or researcher who wishes to
take in the numerous activities, or participate in on-going research,
The restaurant with bar is located about four miles away on the
broad, white, sandy beach at Playa Carmen, known as one of the best
surfing beaches in Costa Rica. The rectangular parcel has 168
feet of beach frontage and an area of 3.2 acres. Adjacent to the
restaurant, CAE plans to construct a 48-person bunkhouse and a
Marine Biological Station by June 1999.
* The Marine Biology Station will be an integrated
ecotourisim/research/education experience, focusing on the marine
environment and the nearby tropical "dry" forests and coastal
habitats. It will be the first of its kind in Costa Rica. CAE is
also considering subdividing the land and selling or leasing parts
for use in other commercial activities.
* Mal Pais and the Absolute Natural Reserve of Sunset Reef are
extraordinarily beautiful areas. The location was considered optimal
because of its sunny weather, spectacular sunset views and a nearby
waterfall, absence of biting insects, and most of all, the range,
quality, and diversity of contrasting shore environments. One of
the most famous coral reefs in Costa Rica is adjacent to the
Lodge at Sunset Reef within the reserve protectorate. There is
no other quality hotel 'in the Mal Pais area. The Lodge is
very isolated and quiet in an unexploited region of Costa
Rica. Even though it is isolated, it will offer a quality of
service and gourmet food that is unusually high. The bunk beds
at Playa Carmen are expected to be busy on a year-round basis.
Occupancy at the Lodge at Sunset Reef is expected to have dry-season
peaks. The occupancy patterns at Playa Carmen are expected to
provide counter-cyclical revenue that balances the low occupancy at the
Lodge during the rainy season.
* Lack of telecommunications equipment hinders the reservations
system. The one telephone line at the Lodge at Sunset Reef supports
both a fax machine and a phone. The restaurant at Playa Carmen is
without a phone line (although management has portable
walkie-talkies).
* Marketing is particularly important because, until road conditions
to Mal Pais are improved, upscale walk-in traffic will probably be
rare. Bridges are needed over at least three washes to assure
all-weather travel to and from the Lodge. CAE is considering
whether it should pay for the construction of these bridges.
* CAE management has a number of plans to reduce or enliven travel
time to the Lodge. The town of Cobano, only a few miles from the
Lodge has an abandoned air strip that was once served by a local
carrier. CAE is exploring opportunities to reopen the air strip on
a limited basis for charters or scheduled Rights from San Jose. CAE
is also examining opportunities for helicopter services from San
Jose to a landing pad at Playa Carmen. CAE has negotiated an
arrangement with Calypso Cruises, one of the biggest and highest
quality pleasure cruise companies in Costa Rica, to bring
guests to the Lodge via a large 40-person catamaran.
* Currently the northern entrance to the Reserve through Mal Pais
is closed to visitors but there are discussions under-way to allow
visitor access through Mal Pais, past the Lodge.
* The PMA (the Southern Nicoya Peninsula area) had 232,483 foreigner
demand for lodgings and 62,648 local demand for lodgings for a total
demand of about 295,13 1.
* There were 122 hotels in the Southern Nicoya Peninsula area and
more than 3,225 rooms. About 338 additional hotel rooms are in some
stage of development in the PMA.
* The Lodge at Sunset Reef is currently charging $90 per night,
double occupancy, including breakfast. Horses are $10 per hour
additional. These rates are within the range of its competitors.
The bunk beds in the Biological Station at Playa Carmen will charge
$20 per night, per person, not including meals.
* Climate and Visibility
Mal Pais has a warm tropical climate, with ocean breezes moderating
temperatures on the beach. Rainfall is heaviest between July and October,
but only rarely does it rain all day. Visibility is very clear, there is
no air pollution.
* Transportation
Mal Pais is approximately five hours via car and ferry from San Jose" and
two hours via small plane from San Jose to Tambor and taxi from Tambor to
the Lodge. Several buses a day provide inexpensive transportation from San
Jose to Puntarenas where a ferry leaves every few hours for Paquera on the
eastern edge of the Nicoya Peninsula. Once on the Peninsula, buses will
take you from Paquera to Cobano. A taxi from Paquera to Mal Pais costs
approximately $30. Two local airlines fly from San Jose to Tambor on
the Nicoya Peninsula.
Road Access. Some have called Mal Pais one of the last accessible stretches
of land on the west coast of Costa Rica that is not developed. The Lodge at
Sunset Reef is at the end of the road from Cobano. both literally and
figuratively and currently the road is unpaved. From July through October
heavy rains can fall on the Nicoya Peninsula and the road can become
impassable except for large 4-wheel drive vehicles. As a consequence,
it is the policy of the hotel to lower the room rate of any guest who
might be stranded by the inclement weather.
The road to Cabuya from the Lodge provides a short, 20-minute route to the
southern entrance of the Absolute Natural Reserve of Cabo Blanco. However,
it is generally impassable during much of the rainy season (we found it
impassable in April after a two-inch squall).
* Utilities
Water for the Lodge comes from natural springs located in the Absolute
Natural Reserve of Cabo Blanco. Storage tanks on the grounds of the Lodge
hold an adequate supply of about 6000 gallons. The pipes break frequently
and, to wean itself off the local water board's unreliable service and
high rates, the Lodge is considering the installation of a solar-powered
desalinator. Mal Pais does not have a public sewer or treatment plant.
The hotel and adjoining restaurant are serviced by 3 large septic tanks.
Playa Carmen is also serviced by septic tanks on site.
Electricity came to Mal Pais only two years ago, and with it came an increase
in development and real estate values. Electricity is expensive and
occasionally unreliable: about twice a month it goes out for short periods
of time, usually because of lightning. The Lodge is equipped with a back-up
generator, although it will need to be upgraded to power air conditioning
units currently being installed. Management is considering the
installation of solar energy generators. Propane gas is shipped in by
cylinder.
* Public Safety
There is virtually no crime in the area. A medically equipped helicopter can
reach the isolated resort in less than 25 minutes through radio dispatch
from Tambor.
Directors, Executive Officers, and Significant Employees.
Identification of Directors and Executive Officers
The following table sets forth the names of all current directors and
executive officers of the Company. These persons were elected on
01/20/97. They will serve until the next annual meeting of the
stockholders or until their successors are elected or appointed
and qualified, or their prior resignation or termination.
Positions Date of
Name Held Election
- ---------------------------------------------------------------
Brian Frazee President/ 10/97
CEO
W.F.O. Rosenmiller Secretary/ 01/97
Treasurer/
Director
Richard Wm. Talley Director 01/97
Paul King Director 01/97
Business Experience
BRIAN FRAZEE, President and CEO of Central American Equities Corp.
Mr. Frazee joined CAE in May of 1997 as assistant General Manager.
He was trained at Hotel Alta by Warren Francis, who received his
classical training in hotel management from Cornell's School of
Hotel Administration (Master's Degree 1985). Mr. Francis
returned to the United States in September of 1997, at which
time Mr. Frazee was promoted to General Manager. Mr. Frazee
received his degree in Hotel Administration from Washington
State University in Pullman, Washington. He has worked
extensively for the Westin Hotel Group and Gleneagles Hotel
in Scotland.
W.F.O. ROSENMILLER, Secretary, Treasurer and Director of Central
American Equities Corp. A graduate of Penn State University (BS)
and Drexel University (MBA). Mr. Rosenmiller spent four years in
the US Navy and was honorably discharged as a full lieutenant with
expertise in open sea navigation as well as general nautical
knowledge. Mr. Rosenmiller brings to the Partnership a wealth
of management and development experience. As a director/owner
of the Snow Time Inc., a ski resort complex consisting of
facilities in New York State and Lancaster, Pennsylvania with
revenues in excess of 20 million, Mr. Rosenmiller who founded
Ski Windham, Ski Round Top and Ski Liberty has had over
thirty years experience in the hotel, restaurant, and bar
business. as a director of Hamilton Bank, (subsidiary of
Corestate Bank) he has had extensive experience on both the
audit and credit sides of partnership lending as well as
project projections. Most recently he has been involved
in all aspects of a 200 acre subdivision of high end
homes in York, PA. This project has received numerous national
design awards.
Active in civic activities for over thirty years in New York, he was
the recipient of the Jay Cee's Distinguished Service Award. As a
veteran diver and powerboat owner/operator, his knowledge of protocol
and certification will be a help in creating the underwater and marine
experiences in Costa Rica.
RICHARD Wm. TALLEY, Director of Central American Equities Corp. Mr.
Talley holds a BA degree in European History from the University of
California, Santa Barbara and an MBA in Finance from Cornell
University, Ithaca, New York, Mr. Talley began his finance career
with Smith Barney in New York. A resident of Santa Barbara starting
in 1975, he opened and managed the Shearson Office there until its
sale to American Express in 1983, at which time he founded Talley
McNeil and Tormey, a regionally focused investment bank and
brokerage firm. The firm was merged into a larger, Southern
California investment banking and brokerage firm in 1989.
In 1993, Mr. Talley and Mr. King founded Talley King and
Company, Inc. ("Talley King") with offices in Irvine and Santa
Barbara. Talley King & Company, Inc. is an investment bank
which focuses on private placement financing. Mr. Talley has
been actively involved in Costa Rica for the last six years.
PAUL KING, Director of Central American Equities Corp. Mr. King is a
principal in Talley King & Company, Inc. and a partner with Mr. Talley
since 1989. during the last six years, Mr. King has been intimately
involved in the development of the Costa Rican properties. He has
overseen the land acquisition permit, bidding, and construction
process. He is currently responsible for all activities including
the interface between Costa Rican corporations and Us entities.
In the medical area, Talley King and Company, Inc. and their partners
Medical Imaging Consultants and currently operating a state of the art
MRI machine in Costa Rica. This project opened in November 1995.
they have entered into an agreement to build a second facility which
will house six linear accelerators for the treatment of cancer.
The diagnostic center coupled with the radiation therapy will
result in one of the finest cancer treatment centers in all of
entral America. Mr. King attended Westmont College.
Significant Employee
Drs. Milton and Diana Lieberman, Manners of Ecolodge San Luis and
Biological Station. Drs. Milton Lieberman and Diana Lieberman, are
responsible for the supervision of the Ecolodge. Importantly, they are
also part owners. Both are internationally recognized experts in the
field of tropical ecology, and, have worked as a husband-wife
research team for 25 years. The Liebermans, who are natives of
California, have spent the past 14 years studying the rain forests
of Costa Rim
Dr. Milton Lieberman is Research Professor of Biology at the
University of North Dakota and a Research Associate of the Missouri
Botanical Garden. He received his bachelor's', degree in Zoology
from the University of California, Berkeley and his Ph.D. in
Biological Sciences from the University of California, Irvine.
Before joining the faculty at North Dakota, he held professorships
at the University of Hawaii, the University of Ghana, and the
University of Virginia. He also served as a Ford Foundation
Postdoctoral Fellow at Stanford University and a National
Research Council Senior Research Associate at NASA's Earth
Resources Laboratory.
Dr. Diana Lieberman is Professor of Biology at the University of North
Dakota. After undergraduate studies at the Berkeley and Irvine campuses
of the University of California, she graduated with honors in Botany
and Zoology from the University of Ghana, and received her Ph.D. in
Botany from the same institution. She taught at the University of
Virginia before moving to the University of North Dakota. She is
North American editor of the Journal of Tropical Ecology, an
international research journal published by Cambridge University
Press.
William Granados Rodriguez, Manager of Sunset Reef. William Granados
comes to CAE with extensive experience in ecotourism in Costa Rica.
For the past four years he has worked in several positions of
increasing responsibility with Costa Rica Expeditions. Mr. Granados
has managed transportation and procurement for the Costa Rica
Expeditions' three Lodges, the white water rafting operations, and
the Corcovado Lodge.
Prior to joining Costa Rica Expeditions Mr. Granados created tours
and
worked as a trail guide in a private reserve. Mr. Granados has taken
basic courses in agricultural engineering at the Costa Rican
Technology Institute. He has also received special training in food
and beverage management (through CINDE in San Jose), birds of Costa
Rica (Lankester Gardens), and in hotel management, accounting and
finances (Educatur, ICT). He is a Costa Rican citizen and speaks
fluent Spanish and English.
Special Advisors
Steven J. Aronson, Special Advisor to the Board. Cafe Britt was
founded in the early 1980s by Steven Aronson, an American
permanently residing in Costa Rica with many years of coffee
procurement and international trading experience earned working in
both environments as an officer in multinational companies and as
an entrepreneur. He has founded coffee and cocoa processing
companies in several countries in Latin America. He, also has a
worldwide network of coffee market contacts as well as intimate
knowledge of coffee farm practices in Costa Rica.
Mr. Aronson is a well-respected authority on coffee in Costa Rica
as well as being recognized in world coffee circles. He has been
continuously involved in the coffee industry for over 20 years,
having previously worked in futures trading, coffee purchasing,
sales, and quality control prior to founding coffee processing
and trading companies in Costa Rica. Mr. Aronson, a Ph.D.
candidate at Stanford University, is a frequent speaker and
moderator at domestic and International coffee industry forums.
He has also counseled the Costa Rican government at
international coffee meetings. He earned his BA in economics
from the University of Michigan at Ann I Arbor and has
complete verbal fluency in four languages and reading
ability in six.
Jose M. Gutierrez, Special Advisor to the Board. Since July 1995,
Mr. Gutierrez has been the Ambassador and Deputy Permanent
Representative of Costa Rica to the United Nations. Mr. Gutierrez
received his law degree from the University of Costa Rica. He
has done post-graduate studies on Jurisprudence and Sociology
of Law at the University of Saar in (at the time) West Germany
and he has earned a Master of Public Administration degree
from the Kennedy School of Government at Harvard University
where he was a Mason Fellow.
Since 1991 he has been a partner and practicing lawyer of the San
Jose. firm of Gutierrez. Hernandez & Pauly. Between 1981 and 1985
he also lectured in law at the University of Costa Rica., Between
1985 and 1995 he was a member of the board of directors of
numerous banking, industrial, and agroindustrial corporations in
Costa: Rim "From 1992 to 1994 he was the publisher of La
Republica, at the time, the second largest daily newspaper in
Costa Rica. Born in Costa Rica in 1953, Mr. Gutierrez is a
Costa Rican currently residing in New York.
Family Relationships
There are no family relationships between the directors or executive
officers of the Company, either by blood or by marriage.
Involvement in Certain Legal Proceedings
During the past five years, no present or former director, executive
officer or person nominated to become a director or an executive
officer of the Company:
1. was a general partner or executive officer of any business against
which any bankruptcy petition was filed, either at the time of the
bankruptcy or two years prior to that time;
2. was convicted in a criminal proceeding or named subject to a
pending criminal proceeding (excluding traffic violations and other
minor offenses);
3. was subject to any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise
limiting his involvement in any type of business, securities or
banking activities; or
4. was found by a court of competent jurisdiction (in a civil action),
the Securities and Exchange Commission or the Commodity futures
trading Commission to have violated a federal or state securities or
commodities law, and the judgment has not been reversed, suspended or
vacated.
Renumeration of Directors and Officers
The following table sets forth the total compensation of all officers
and directors, both individually and as a group, during the past
fiscal year:
Name Title Compensation
- -------------------------------------------------------------------------
Brian Frazee President, CEO
W.F.O. Rosenmiller Secretary, Treasurer, Director
Richard Wm. Talley Director (1)
Paul King Director (1)
All Officers/
Directors as a group (4 Persons)
Total
(1) Does not include $100,100 in management fees received by Talley,
King & Company, Inc. In 1997. Messrs. Talley and King are owners of
Talley, King & Company, Inc.
The Company has not entered into any employment contracts with its
officers or directors but intends to enter into same in the future.
The Company has no bonus plan at the present time but intends to
implement same in the future. The terms and conditions of any such
plan or employment contract are subject to the approval of the
Company's board of directors in their sole discretion.
The Company does not compensate its directors except for the
reimbursement of expenses incurred in relation to attendance at board
of directors meetings.
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITY HOLDERS
Security Ownership of Certain Beneficial Owners.
The following table sets forth the shareholdings of those persons who
own more than five percent of the Company's common stock as of April
21, 1998:
Name and Address Number of Shares Percentage Class
Beneficially Owned
Richard Wm. Talley
19200 Von Karman
Irvine, CA 92612 805,114 6.6% Common Stock
Paul King
19200 Von Karman
Irvine, CA 92612 805,116 (1) 6.6% Common Stock
Totals 1,610,230 13.2%
(1) Includes 250,000 shares of common stock registered in the name of
"King Family Trust", 50,000 shares registered in the name of Caroline
King, Mr. King's spouse and 10,000 shares registered in the name of
Christopher King, Mr. King's son. Due to Mr. King's "control"
relationship to the King "Family Trust" his spouse and son, Mr. King
may be deemed to be the beneficial owners of the shares of the company
and such shares have been included in Mr. King's stockholdings in this
table.
Security Ownership of Management.
The following sets forth the shareholdings of the Company's directors
and executive officers as of April 21, 1998:
Name Number of Shares Percentage Class
Beneficially Owned
Brian Frazee (3) 0 0%
W.F.O. Rosenmiller (1) 388,887 3.2% Common Stock
Richard Wm. Talley 805,114 6.6% Common Stock
Paul King (2) 805,116 6.6% Common Stock
Totals 1,999,117 16.4%
(1) The shares are registered as follows: CR DE ESCAZU EMPRESA
COSTARICENSE-340,000 shares of common stock and CR INVERSION ESCAZU
LIMITADA- 48,887 shares of common stock
(2) Includes 250,000 shares of common stock registered in the name
of "King Family Trust", 50,000 shares registered in the name of
Caroline King, Mr. King's spouse and 10,000 shares registered in the
name of Christopher King, Mr. King's son. Due to Mr. King's "control"
relationship to the King "Family Trust" his spouse and son, Mr. King
may be deemed to be the beneficial owners of the shares of the company
and such shares have been included in Mr. King's stockholdings in this
table.
(3) Does not include options to purchase 10,000 shares of Company common
stock for $1.00 per share. The options were issued on April 9, 1998 and
vest at 2,000 shares per year for five years commencing in 1998.
INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS
Richard Wm. Talley and Paul King were general partners of the
Partnerships (See Item 4 Part II). As such, Mr. Talley and Mr. King
received an aggregate of 1,610,230 shares of common stock pursuant
to the exchange agreement.
In addition, Dale B. Finfrock, Jr., received 500,000 shares as
compensation for the exchange with the partnerships. Mr. Finfrock
holds 183,466 shares obtained pursuant to Rule 504, which shares are
without restrictive legend. However, Mr. Finfrock has agreed in
writing to refrain from selling any of said shares until September,
1998.
Messrs. Talley and King own 100% of Talley, King and Co., Inc.
Talley, King and Co., Inc. received management fees of $100,100 in
1997 from the Company.
SECURITIES BEING OFFERED
The Company's authorized capital stock consists of 20,000,000 shares
of common stock, par value $.001 per share, and 1,000,000 shares of
preferred stock, par value $.001 per share. As of April 21, 1998,
12,205,252 shares of common stock were issued and outstanding and
-0- shares of preferred stock were issued and outstanding.
Description of Securities
Each share of common stock entitles the holder to one vote on all
matters submitted to a vote of the stockholders. The common stock
does not have cumulative voting rights, which means that the holders
of a majority of the outstanding shares of common stock voting for
the election of directors can elect all members of the board of
directors. A majority vote is also sufficient for other actions
that require the vote or concurrence of the stockholders (except in
cases in which more than a simple majority is required by law).
Holders of common stock are entitled to receive dividends, when, as
and if declared by the board of directors, in its discretion, from
funds legally available therefore. Subject to the dividend rights
of the holders of preferred stock, holders of shares of common stock
are entitled to share, on a ratable basis, such dividends as may be
declared by the board of directors out of funds legally available
therefore. Upon liquidation, dissolution or winding up of the
Company, after payment to creditors and holders of preferred stock
that may be outstanding, the holders of common stock are entitled
to share ratably in the assets of the Company, if any. The Bylaws
of the Company require that only a majority of the issued and
outstanding shares of common stock of the Company need be
represented to constitute a quorum and to transact business at a
stockholders' meeting.
The common stock has no preemptive rights or subscription,
redemption or conversion privileges. All of the outstanding shares
of common stock are fully paid and nonassessable.
The Company's board of directors has total discretion as to
the issuance and the determination of the rights and
privileges of any shares of preferred stock which may be
issued in the future. Such rights and privileges may be
detrimental to the rights and privileges of the holders of
common stock.
Transfer Agent
The transfer agent for the Company's common stock is Continental
Stock Transfer Company, New York, New York.
PART II
ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON STOCK AND
OTHER SHAREHOLDER MATTERS.
A. MARKET INFORMATION: No shares of the Company's common or
preferred stock have been registered with the Securities and
Exchange Commission or any state securities agency or authority
(other than any state registration, if any, that may have been
required with respect to the Regulation D- 504 Offering Memorandum). (
See Part II, Item 4, Recent Sales of Unregistered Securities for
details). There is no established public trading market for the
Company's issued and outstanding common stock. In the near future, the
Company intends to seek sponsorship of one or more NASD member
registered securities dealers and a quotation on the National
Association of Securities NASDAQ Quotation System on either the OTC
Bulletin Board, Small Cap or National
B. HOLDERS: The number of record holders of shares of the Company's
common stock as of April 21, 1998 is approximately 500. The
aggregate number of shares of the Company's common stock issued and
outstanding as of April 21, 1998 was 12,205,252.
C. DIVIDENDS: The Company has not paid declared any dividends upon
its shares of common stock since its inception and, by reason of its
present financial status and its not contemplated or anticipate
paying any dividends upon its shares of common stock in the
foreseeable future.
ITEM 2. LEGAL PROCEEDINGS
The Company is not presently a party to any litigation of any kind
or nature whatsoever, nor to the Company's best knowledge and belief
is any litigation threatened or contemplated.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
The Company's accountant is Steven J. Gannuscio, C.P.A. The
Company does not presently intend to change accountants. At no
time have there been any disagreements with such accountants
regarding any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure.
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES.
In June of 1996, the Company filed a Form D relating to the offer
and sale of 500,000 shares of common stock pursuant to Rule 504.
The Company sold said shares for an aggregate consideration of
$15,000 to ten (10) investors.
In December of 1996, the Company entered into an agreement for the
exchange of common stock ("Exchange Agreement") with Cal Tico, L.P.,
Ecolodge Partners, L.P. and Marine Lodge Partners, L.P.
("Partnership"). Pursuant to the exchange agreement, the company
issued 7,756,885 and 3,099,392 shares of common stock to the limited
partners and the general partners, respectively, of the partnerships.
In exchange for the shares, the partnership transferred all of their
interests (i.e. 100% of the outstanding common stock) in the following
Costa Rican corporation: Hotelera Cal Tico, S.A.; Bandirma, S.A.; Sociedad
Protectora De La Fuana y Flora Marintima De Mal Pais, S.F.; Ecoprojecto
San Luis, S.A. and Confluencia, S.A.
In 1997 the Company issued 748,975 shares of common stock for an
aggregate purchase price of $1,425,375.45 pursuant to Rule 506. The
proceeds were used to make capital improvements to the various
hotels acquired pursuant to the Exchange Agreement. The shares were
sold to 36 investors.
In a separate transaction, the Company issued 100,000 shares of
common stock to Steven Aronson on August of 1997. The shares were
issued as compensation for Mr. Aronson's services in conducting due
diligence on the Costa Rican hotels and consulting services.
In April 1998, the Company issued options to purchase shares of
common stock in equal yearly amounts over the next five years. The
shares may be purchased pursuant to the options at a price of $1.00
per share. The details for said options are as follows:
OPTION HOLDER AMOUNT CONSIDERATION
Elsa Monge 10,000 shares
Sherman Johnson 15,000 shares
Brian Frazee 10,000 shares
No Commissions were paid on sales of Common Shares.
For each of the above transactions, the Company relied upon the
exemption from registration under the Securities Act of 1933, as
amended, as provided by Section 4(2) of the Act.
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under Florida law, a director is not personally liable for monetary
damages to the corporation or any other persons for any statement,
vote, decision, or failure to act unless (I) the director breached
or failed to perform his duties as a director, and (ii) a director's
breach of, or failure to perform, those duties constitutes (1) a
violation of the criminal law unless the director had reasonable
cause to believe his conduct was lawful (2) a transaction from which
the director derived an improper personal benefit, either directly
or indirectly; (3) a circumstance under which an unlawful
distribution is made; (4) in a proceeding by or in the right of the
corporation or in a proceeding in which the corporation procures a
judgment in its favor or by or in the right of a shareholder,
conscious disregard for the best interest of the corporation or
willful misconduct; or (5) in a proceeding by or in the right of
someone other than the corporation or a shareholder, recklessness or
an act or omission which was committed in bad faith or with
malicious purpose or I a manner exhibiting wanton and willful
disregard to human rights, safety, or property. A corporation may
purchase and maintain insurance on behalf of any director or officer
against any liability asserted against him and incurred by him in
his capacity or arising out of his status as such, whether or not
the corporation would have the power to indemnify under Florida law.
The Company's Bylaws limit, to the maximum extent permitted by
Florida law the personal liability of directors and officers for
monetary damages for breach of their fiduciary duties as directors
and officers. The Bylaws provide further that the Company shall
indemnify to the fullest extent permitted by Florida law any person
made a party to any action or proceeding by reason of the fact that
such person was a director, officer, employee or agent of the
Company. The Bylaws also provide that directors and officers who
are entitled to indemnification shall be paid their expenses
incurred in connection with any action, suit or proceeding in which
such director or officer is made a party by virtue of his being an
officer or director of the Company to the maximum extent permitted
by Florida Law.
PART F/S
The financial statements for the Company from the date of incorporation
January 23, 1996 until December 31, 1997 have been examined to the extent
indicated in reports by Steven J. Gannuscio, independent certified public
accountant.
PART III
ITEM 1. INDEX TO EXHIBITS
The following exhibits are filed with this Form 10-SB:
EXHIBIT Number EXHIBIT Name
3(i) Articles of Incorporation of Central American Equities
Corp.
3(ii) Bylaws of Central American Equities Corp.
4(a) Specimen Common Stock Certificate
4(b) Option Agreements dated April 9, 1998 by and between
Central American Equities Corp. And Elsa Monge,
Sherman Johnson and Brian Frazee
5 Opinion of Eric Littman, Esq. as to legality
10 Agreement for the Exchange of Common Stock dated
December 10, 1996 by and between Central American
Equities Corp. And Cal Tico, LP, Ecolodge Partners
LP and MarineLodge Partners LP
Part F/S FINANCIAL STATEMENTS
Independent Auditor's Report
Board of Directors
I have audited the accompanying balance sheet of Central
American Equities Corporation (a development stage company)
as of December 31, 1997, and the related statements of
operations, stockholders' equity and cash flow for the years
ended December 31, 1997 and for the cumulative period
January 27, 1996 (date of inception) to December 31, 1997.
These financial statements are the responsibility of the
Company's management. My responsibility is to express an
opinion on these financial statements based on my audit.
I conducted my audit in accordance with generally accepted
auditing standards. Those standards require that I plan and
perform the audit to obtain reasonable assurance about
whether the financial statements are free of material
misstatements. 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. I believe that
my audit provide a reasonable basis for our opinion.
In my opinion, the financial statements referred to above
present fairly, in all material respects, the financial
position of Central American Equities, Corporation
(a development stage company) at December 31, 1997,
and the results of their operations, and their cash
flows for the years ended December 31,1997 and for the
cumulative period from January 22,1996 ( date of inception)
to December 31, 1997, in conformity with generally accepted
accounting principles.
Steven J. Gannuscio
Certified Public Accountant
March 31,1998
Vernon, New Jersey
Note 1 - Summary of Accounting Policies
Nature of Business
Central American Equities Corp. (the "Company" or "CAE") was incorporated
under the laws of the State of Florida on January 23, 1996. The Company
acquired Cal Tico, L.P. ("Cal Tico"), Ecolodge Partners L.P. ("Ecolodge") and
Marine Lodge Partners, L.P. ("MarineLodge" and, together with Cal Tico and
Ecolodge, the "Partnerships"). The Company provides an integrated
eco-vacation experience in costa Rica. And is in the business of owning and
operating hotels and operating hotels and real propetty in Costa Rica.
Use of Estimates
Management uses estimates and assumptions in preparing the financial
statements in accordance with generally accepted principles. Those estimates
and assumptions affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported revenues
and expenses.
Organization Costs
Organization costs are aamortized on a straight-line basis over five (5) years.
Amortization expense for the year ended December 31, 1997 was $48,571.
Equipment
Equipment is recorded at cost less accumulated depreciation. Depreciation is
provided over the estimated useful lives of the assets by using the straight
line method of depreciation.
Repairs and maintenance costs are expensed as incurred while additions and
betterments are capitalized. The costs and related accumulated depreciation
of assets sold or retired are eliminated from the accounts and any gain and
losses are reflected in earnings.
Per Share Data
The primary income (loss) per share was computed on the weighted number of
shares of common stock outstanding during the period. Common share equivalents
were not included as their inclusion would have been anti-dilutive.
Income Taxes
The Company adopted Statement of Financial Accounting Standards (SFAS)
No. 109, Accounting for Income Taxes. SFAS No. 109 requires the establishment
of a deferred tax asset for all deductible temporary differences and operating
loss carry forwards.
The Company has a net operating loss carryover of approximately $573,000 as of
December 31, 1997, expiring through 2012.
Note 2 - Long Term Debt
Line of credit with Banco del Comercio advanced on October 1, 1997 with a one
(1) year term. Principal is due and payable on October 1, 1998. Interest only
at the rate of Prime plus 2 1/2 % is due and payable on the last day of each
month. As of December 31, 1997, a total of $7,028 of interest has been paid and
is reflected as Interest Expense in the Financial Statements. Subject to
review and acceptance by the lending institution, this line of credit can be
renewed for an additional one (1) year period. The funds advanced under this
Line of Credit were utilized to supplement cash flow for operating expenses
and construction costs. As of 12/31/97 the amount due on this indebtedness
is $250,000.
Note payable with principal and interest due to an individual at the rate of
8.00% due and payable on February 1, 1999. This note is for the purchase of
the beach land at the Marinelodge Resort. Accordingly, $4,880 is reflected
in the financial statements as Interest Expense and $11,793 as Accrued
Interest Expense. The Inception Date of the note is August 1, 1995. As of
12/31/97 the amount due on this indebtedness is $61,000.
TOTAL DEBT $311,000
LESS: Current Maturities 250,000
-------
LONG TERM DEBT $ 61,000
The aggregate amount of debt maturing during the next five (5) years is as
follows:
1998 $250,000
1999 61,000
-------
$311,000
NOTE 3 - Related Party Transactions
During the period January 23, 1996 (date of inception) to December 31, 1997,
two shareholders each advanced to the company approximately $172,157 for a
total of $344,314. There are no stated terms for repayment. The two (2)
stockholders each hold 6.0% of the issued and outstanding Class A Common
Stock and are the company's two (2) largest shareholders. In addition, these
two (2) shareholders are also members of the Board of Directors of
the Company.
During the twelve month period ended December 31, 1997, the Company paid
$100,100 in management fees to Talley King & Company. Tally King & Company
is jointly owned by Messers Richard Talley and Paul King, each of whom are
6.0% shareholders of the Company's Class A Common Stock and are also
directors. The fees paid were for management and supervision of the
company's operations.
NOTE 4 - Capital Stock
The following is a summary of the classes of Capital Stock at December 31, 1997:
Common Stock
Class A-par value $.001 per share:
authorized 20,000.000 shares;
12,205,252 issued and outstanding $12,205
The holders of Class A common stock possesses the voting power of one (1)
vote for
each share of stock held. The holders of Class A common stock do not possess
cumulative voting rights. Class A common stockholders having a majority of
the outstanding shares of common stock voting for the election of directors
can elect all members of the directors of the corporation.
The Class A common stock has no preemptive rights or subscription, redemption
or commission privileges. All of the outstanding shares of common stock are
fully paid and non-assessable.
CENTRAL AMERICAN EQUITIES
(A Development Stage Company)
Balance Sheet
Assets
December 31, 1997
Current assets
Cash $ 11,978
Inventory 16,812
--------
28,790
Property and Equipment
Buildings and other depeciable
assets, at cost,
net of depreciation of $172,591. 7,821,051
Other assets
Organization costs, net of
accumulated
amortization of $48,571. 1,099,825
Total assets $8,949,666
Liability and Stockholders' Equity
Current Liabilities
Accounts payable $ 20,500
Line of credit-Banco del Comercio 250,000
Accrued expenses 50,000
Accrued Interest Expense 11,793
332,293
Long Term Debt 61,000
Due to stockholders' 344,314
Stockholders' equity
Common stock $ 12,205
Additional paid-in capital 8,772,842
Deficit accumulated during
the development stage (572,988)
8,212,059
Total liabilities and
stockholders' equity $8,949,666
(See Notes to Financial Statements)
CENTRAL AMERICAN EQUITIES
(A Development Stage Company)
Statement of Operations
Cumulative
Period from
January 23, 1996
Year Ended (Date of Inception)
December 31, 1997 to December 31, 1997
Revenues $ 369,281 $ 369,281
----------- -----------
General & Administrative expenses
Wages 127,413 127,413
Consulting Fees 119,918 119,918
Management Fees 100,100 100,100
Legal & Professional 116,366 116,366
Advertising 76,508 76,508
Commission Expense 7,360 7,360
Postage and Delivery 11,660 11,160
Travel 137,491 137,491
Office Expenses 3,870 3,870
Utilities 2,612 2,612
Dues & Subscriptions 1,840 1,840
Depreciation & Amortization Expense 221,162 221,162
Other Expenses 4,562 4,562
$ 930,361 $ 930,361
Operating Loss <561,080> <561,080>
Interest Expense <11,908> <11,908>
Loss before provision fro income taxes <572,988> <572,988>
Provision for income taxes - -
Net Loss <572,988> <572,988>
-------- ---------
Net Loss per Common Share <.05> <.05>
-------- ---------
Weighted Average Share of Common
Stock Outstanding 11,891,052 11,891,052
---------- ----------
CENTRAL AMERICAN EQUITIES
(A Development Stage Company)
Statements of Cash Flow
Cumulative
Period from
January 23, 1996
Year ended (Date of Inception) to
December 31, 1997 December 31, 1997
----------------- ------------------
Cash Flows from operating activities
Net Loss <572,988> <572,988>
Adjustments to reconcile net
loss to net cash provided by
operating activities:
Depreciation and Amortization 221,162 221,162
Change in assets and liabilities:
<Increase> in inventory < 16,812> < 16,812>
Increase in Accrued Expenses/Other 50,000 50,000
Increase in Accrued Interest
Expense 11,793 11,793
-------- --------
Net cash used in operating activities <306,845> <306,845>
--------- --------
Cash flows from investing activities:
Organization & Start-up costs <1,148,396> <1,148,396>
Capital Expenditure <7,993,642> <7,993,642>
---------- ---------
Net cash used in investing activities <9,142,038> <9,142,038>
---------- ----------
Cash flows from financing activities:
Proceeds from Loans Payables 675,814 675,814
Proceeds from Issuance of
Common Stock 12,105 12,105
Proceeds from additional
pain-in capital 8,672,942 8,672,942
Common stock issued for
consulting services 100,000 100,000
--------- ---------
Net cash provided by financing
activities 9,460,861 9,460,861
---------- ---------
Net Increase in Cash 11,978 11,978
---------- ---------
Cash - begining of period - -
Cash - end of period
11,978 11,978
--------- ---------
Supplemental Schedule of Cash Flow
Information
Interest Paid 11,908 11,908
Income Taxes Paid - -
(See Notes to Financial Statements)
CENTRAL AMERICAN EQUITIES
(A Development Stage Company)
Statements of Stockholder's Equity
Common Paid in Retained
Stock Capital Earnings Total
Balance
01/23/96 - --- --- ---
Capital
Contribution 11,356 7,248,316 ---- 7,259,672
------ --------- ---------
Balance
12/31/96 11,356 7,248,316 - 7,259,672
Capital
Contribution 749 1,424,626 - 1,425,375
Common Stock Issued
for Consulting
Services Rendered 100 99,900 - 100,000
Net Loss - - <572,988> <572,988>
------- -------- --------- ---------
Balance
12/31/97 12,205 8,772,842 <572,988> 8,212,059
------- --------- --------- ---------
(See Notes to Financial Statements)
VERIFICATION
The undersigned hereby certifies as follows:
1. I am an officer and/or director of Central American Equities
Corporation. As such, I am personally familiar with the facts and
circumstances pertaining to its business.
2. I have read the Form 10-SB prepared on behalf of the
corporation by Gentile & Turpen for filing with the Securities and
Exchange Commission and various stock exchanges. The description
of the company's business, propertiesw, officers, directors, employees,
description of securities and all other matters set forth therein are
true and correct to the best of my knowledge.
3. Such Form 10-SB does not contain any untrue statement of
a material fact or omit to state a material fact necessary in order
to make statements made, in light of the circumstances under which they
were made, not misleading.
I certify that the foregoing statements made by me are true. I am
aware that if any of the foregoing statements made by me are willfully
false, I am subject to punishment.
Dated: July , 1998
BRIAN FRAZEE
BRIAN FRAZEE, President/CEO
RICHARD TALLEY
RICHARD TALLEY, Director
SIGNATURES
In accordance with Section 12 of the Securities and Exchange Act
of 1934, the registrant caused this registration to be signed on its behalf
by the undersigned, thereunto duly authorized.
CENTRAL AMERICAN EQUITIES CORP.
BY:BRIAN FRAZEE, President/CEO
BRIAN FRAZEE, President/CEO
3. THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE " 1933 ACT"), NOR
REGISTERED UNDER ANY STATE SECURITIES LAW, AND ARE "RESTRICTED SECURITIES"
AS THAT TERM IS DEFINED IN RULE 144 UNDER THE 1933 ACT. THE SECURITIES MAY
NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO
AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT,
THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE
COMPANY.
AGREEMENT FOR THE EXCHANGE OF COMMON STOCK
AGREEMENT made this 10th day of December, 1996, by and between Central
American Equities Corp., a Florida corporation, (the "ISSUER') and Cal Tico,
L.P., Ecolodge Partners, L.P. and MarineLodge Partners, L.P., three
California Limited Partnerships (the "PARTNERSHIPS").
In consideration of the mutual promises, covenants, and representations
contained herein, and other good and valuable consideration,
THE PARTIES HERETO AGREE AS FOLLOWS:
1. EXCHANGE OF SECURITIES. Subject to the terms and conditions of
this Agreement, the ISSUER agrees to issue to the PARTNERSHIPS,
10,000,000 shares of the common stock of ISSUER, $0.01 par value (the
"Shares"), in exchange for 100% of the partnership interests in the
PARTNERSHIPS, such that Costa Rican Companies (as defined below) shall
become wholly owned subsidiaries of the ISSUER.
2. REPRESENTATIONS AND WARRANTIES. ISSUER represents and warrants
to PARTNERSHIPS the following:
i. Organization. ISSUER is a corporation duly organized,
validly
existing, and in good standing under the laws of Florida,
and has all necessary corporate powers to own properties
and carry on a business, and is duly qualified to do business
and is in good standing in Florida. All actions taken
by the Incorporators,
directors and shareholders of ISSUER have been valid
and in accordance with the laws of the State of Florida.
ii. Capital. The authorized capital stock of ISSUER consists of
20,000,000 shares of common stock, $0.001 par value, of which
500,000 are issued and outstanding, and 1,000,000 shares of
preferred stock, par value $.001, none of which are issued.
All outstanding shares are fully paid and non assessable,
free of liens, encumbrances, options, restrictions and
legal or equitable rights of others not a party to this
Agreement. At closing, there will be no outstanding
subscriptions, options, rights, warrants, convertible
securities, or other agreements or commitments obligating
ISSUER to issue or to transfer from treasury
any additional shares of its capital stock.
None of the outstanding shares of ISSUER are subject to any
stock restriction agreements. All of the shareholders of ISSUER
have valid title to such shares and acquired their shares in a
lawful transaction and in accordance with the laws of Florida.
iii. Financial Statements. Exhibit B to this Agreement
includes the balance sheet of ISSUER as of December 1,
1996, and the related statements of income and retained
earnings for the period then ended. The financial statements
have been prepared in accordance with generally accepted
accounting principles consistently followed by ISSUER
throughout the periods indicated, and fairly present the
financial position of ISSUER as of the date of the balance
sheet in the financial statements, and the results of its
operations for the periods indicated.
iv. Absence of Chances. Since the date of the financial
statements, there has not been any change in the financial
condition or operations of ISSUER, except changes in the
ordinary course of business, which changes have not in the
aggregate been materially adverse.
V. Liabilities. ISSUER does not have any debt, liability, or
obligation of any nature, whether accrued, absolute,
contingent, or otherwise, and whether due or to become due,
that is not reflected on the ISSUERS' financial statement.
ISSUER is not aware of any pending, threatened or asserted
claims, lawsuits or contingencies involving ISSUER or its
common stock. There is no dispute of any kind between ISSUER
and any third party, and no such dispute will exist at the
closing of this Agreement. At closing, ISSUER will be free
from any and all liabilities, liens, claims and/or
commitments.
vi. Ability to Carry Out Obligations. ISSUER has the right,
power, and authority to enter into and perform its
obligations under this Agreement. The execution and
delivery of this Agreement by ISSUER and the performance
by ISSUER of its obligations hereunder will not cause,
constitute, or
conflict with or result in (a) any breach or violation or
any of the provisions of or constitute a default under any
license, indenture, mortgage, charter, instrument, articles
of incorporation, bylaw, or other agreement or instrument
to which ISSUER or its shareholders are a party, or by which
they may be bound, nor will any consents or authorizations
of any party other than those hereto be required, (b) an
event that would cause ISSUER to be liable to any party, or
(c) an event that would result in the creation or imposition
or any lien, charge or encumbrance on any asset of
ISSUER or upon the securities of ISSUER to be acquired by
The PARTNERSHIPS.
vii. Full Disclosure. None of representations and warranties
made by the ISSUER, or in any certificate or
memorandum furnished or to be furnished by the ISSUER,
contains or will contain any untrue statement of a material
fact, or omit any material fact the omission of which would be
misleading.
viii. Contract and Lease . ISSUER is not currently carrying
on any business and is not a party to any contract, agreement
or lease. No person holds a power of attorney from ISSUER.
ix. Compliance with Laws. ISSUER has complied with, and is
not in violation of any federal, state, or local statute,
law, and/or regulation pertaining to ISSUER - ISSUER has
complied with all federal and state securities laws in
connection with the issuance, sale and distribution of
its securities.
X. Litigatio . ISSUER is not (and has not been) a party to
any suit, action, arbitration, or legal, administrative,
or other proceeding, or pending governmental investigation.
To the best knowledge of the ISSUER, there is no basis for
any such action or proceeding and no such action or
proceeding is threatened against ISSUER and ISSUER is
not subject to or in default with respect to any order,
writ, injunction, or decree of any federal, state, local,
or foreign court, department, agency, or instrumentality.
xi. Conduct of Business. Prior to the closing, ISSUER shall
conduct its business in the normal course, and shall not (1)
sell, pledge, or assign any assets (2) amend its Articles of
Incorporation or Bylaws, (3) declare dividends, redeem or
sell stock or other securities, (4) incur any liabilities,
(5) acquire or dispose of any assets, enter into any
contract, guarantee
obligations of any third party, or (6) enter into any other
transaction.
xii. Corporate Documents. Copies of each of the following
documents, which are true complete and correct in all
material respects, will be attached to and made a part of
this Agreement:
xiii. Articles of Incorporation;
xiv. Bylaws;
(1) Minutes of Shareholders Meetings;
(2) Minutes of Directors Meetings;
(3) List of Officers and Directors;
(4) Balance Sheet as of December 1, together with
other financial
statements described in Section 2(iii);
(5) Stock register and stock records of ISSUER and
a current, accurate list of ISSUER's shareholders.
xv. Documents. All minutes, consents or other documents
pertaining to ISSUER
to be delivered at closing shall be valid and in accordance
with the laws of Florida.
xvi. Title. The Shares to be issued to Ile PARTNERSHIPS will
be, at closing, free and clear of all liens, security
interests, pledges, charges, claims, encumbrances and
restrictions of any kind. None of such Shares are or will
be subject to any voting trust or agreement. No person holds
or has the right to receive any proxy or similar instrument
with respect to such shares, except as provided in this
Agreement, the ISSUER is not a party to any agreement which
offers or grants to any person the right to purchase or
acquire any of the securities to be issued to The
PARTNERSHIPS. There is no applicable local, state or
federal law, rule, regulation, or decree which would, as a
result of the issuance of the Shares, impair, restrict or
delay The PARTNERSHIPS' voting rights with respect to the
Shares.
3. The PARTNERSHIPS represent and warrant to ISSUER the following:
i. Organization. The PARTNERSHIPS are limited partnerships
duly organized, validly existing, and in good standing under
the laws of California, have all necessary corporate powers
to own properties and carry on a business, and is duly
qualified to do business and is in good standing in
California.
ii. Costa Rica Corporations. The PARTNERSHIPS own 100% of
the -following Costa Rica Corporations: Hotelera Cal Tico,
S.A., Bandirma, S.A., Sociedad Protectora De La Fuana Y
Flora Marintima De Mal Pais, S.F., Ecoproyecto San Luis,
S.A., and Confluencia, S.A., each of which is duly organized,
validly existing, and in good standing under the laws of
Costa Rica, have all necessary corporate powers to own
properties and carry on a business, and is duly qualified
to do business and is in good standing in Costa Rica.
iii. PARTNERSHIP Action, All the limited partners of the
PARTNERSHIPS have approved the exchange of their interests
in the PARTNERSHIPS, at the rate of $1.00 of partnership
interest, for one share of common stock of the ISSUER,
for a total 10,000,000 shares of the Issuer to be issued
pursuant to this Agreement. This Agreement has been duly
executed and delivered by the PARTNERSHIPS and constitutes
the valid and binding obligation of the PARTNERSHIPS, and
is a valid and binding obligation of the PARTNERSHIPS,
enforceable against the PARTNERSHIPS in accordance with the
terms herein.
4. INVESTMENT INTENT. The Shares being issued pursuant to this
Agreement may be sold, pledged, assigned, hypothecate or otherwise
transferred, with or without consideration ( a "Transfer"), only
pursuant to an effective registration statement under the Act, or
pursuant to an exemption from registration under the Act.
5. CLOSING ( The closing of this transaction shall take place at the
law offices of Eric P. Littman, 1428 Brickell Avenue, 8th Floor,
Miami, Florida. Unless the closing of this transaction takes place on
or before December 31, 1996, then either party may terminate this
Agreement.
6. DOCUMENTS TO BE DELIVERED AT CLOSING.
i. By the ISSUER
(1) Board of Directors Minutes authorizing the
issuance of a certificate or certificates for
10,000,000 Shares, registered in the names of the
holders in interest of the PARTNERSHIP equal to their
pro-rata holdings in the PARTNERSHIPS.
(2) The resignation of all officers of ISSUER.
(3) A Board of Directors resolution appointing
such person as The PARTNERSHIPS designate as a
director(s) of ISSUER.
(4) The resignation of all the directors of
ISSUER, except that of SHAREHOLDER'S designee, dated
subsequent to the resolution described in 3, above..
(5) Unaudited financial statements of ISSUER, which
shall include a balance sheet dated as of December 1,
1996 and statements of operations, stockholders equity
and cash flows for the twelve month period then ended.
(6) All of the business and corporate records of
ISSUER, including but not limited to correspondence
files, bank statements, checkbooks, savings account
books, minutes of shareholder and directors meetings,
financial statements, shareholder listings, stock
transfer records, agreements and contracts.
(7) Such other minutes of ISSUER's shareholders or
directors as may reasonably be required by the
PARTNERSHIPS.
(8) An Opinion Letter from ISSUER's Attorney attesting
to the validity and condition of the ISSUER.
ii. By the PARTNERSHIPS:
(1) Delivery to the ISSUER, or to its Transfer Agent,
the certificates representing 100% of the issued and
outstanding stock of Costa Rican Companies.
(2) Consents signed by all PARTNERSHIPS consenting to
the terms of this Agreement.
(3) An opinion Letter from the PARTNERSHIPS'
attorney setting forth the following:
(a) The PARTNERSHIPS are organized under
the laws of the State of California.
(b) The PARTNERSHIPS are duly qualified and in
good standing in each state and country in
which the nature of the activities conducted
by them or the character of the properties or
assets owned or leased by them makes such
qualification necessary, except where its
failure to be so qualified would not have a
material adverse effect on their business,
properties, business prospects, condition
(financial or otherwise) or results of
operations.
(c) The PARTNERSHIPS have full power and
authority to execute, deliver and perform this
Agreement, and to consummate the transactions
contemplated herein. The execution, delivery
and performance of this Agreement and the
consummation by the PARTNERSHIPS of the
transactions herein contemplated and the
compliance by the PARTNERSHIPS with the terms
of this Agreement have been duly authorized by
all necessary partnership action, and this
Agreement
has been duly executed and delivered by the
PARTNERSHIPS. This Agreement is a valid and b
inding obligation of the PARTNERSHIPS,
enforceable in accordance with its terms,
subject to enforcement of remedies, to
applicable bankruptcy, insolvency,
reorganization, moratorium and other laws
affecting the rights of creditors generally and
the discretion of courts in granting equitable
remedies.
(d) Costa Rico Corporations are corporations
validly existing and in good standing under the
laws of Costa Rico.
7. REMEDIES:
i. Arbitration. Any controversy or claim arising out of, or
relating to, this Agreement, or the making, performance, or
interpretation thereof, shall be settled by arbitration in
Miami, Dade County, Florida in accordance with the Rules of
the American Arbitration Association then existing, and
judgment on the arbitration award may be entered in any
court having jurisdiction over the subject matter of the
controversy.
8. MISCELLANEOUS:
i. Captions and Headings. The Article and paragraph headings
throughout this Agreement are for convenience and reference
only, and shall in no way be deemed to define, limit, or add
to the meaning of any provision of this Agreement.
ii. No oral Change. This Agreement and any provision hereof,
may not be waived, changed, modified, or discharged orally,
but only by an agreement in writing signed by the party against
whom enforcement of any waiver, change, modification, or
discharge is sought.
iii. Non Waiver. Except as otherwise expressly provided
herein, no waiver of any covenant, condition, or provision
of this Agreement shall be deemed to have been made unless
expressly in writing and signed by the party against whom such
waiver is charged; and (I) the failure of any party to insist
in any one or more cases upon the performance of any of the
provisions, covenants, or conditions of this Agreement or to
exercise any option herein contained shall not be construed
as a waiver or relinquishnient for the future of any such
provisions, covenants, or conditions, ii. the acceptance of
performance of anything required by this Agreement to be
performed with knowledge of the breach or failure of a
covenant, condition, or provision hereof shall not be deemed
a waiver of such breach or failure, and iii. no waiver by any
party of one breach by another party shall be construed as
a waiver with respect to any other or subsequent breach.
iv. Time of Essence. Time is of the essence of this
Agreement and of each and every provision hereof.
V. Entire Agreement. . This Agreement contains the
entire Agreement and understanding between the parties hereto,
and supersedes all prior agreements and understandings.
vi. Counterparts. This Agreement 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.
vii. Notices. All notices, requests, demands, and other
communications -under this Agreement shall be in writing
and shall be deemed to have been duly given on the date of
service if served personally on the party to whom notice is
to be given, or on the third day after mailing if mailed to
the party to whom notice is to be given, by first class mail,
registered or certified, postage prepaid, and properly
addressed, and by fax, as follows:
ISSUER: Dale B. Finfrock
P.O. Box 669
Palm Beach, FL 33480
Copy to: Eric P. Littman, Esquire
1428 Brickell Ave, 8th Floor
Miami, Florida 33131
PARTNERSHIPS: Mr. Richard Talley
Talley King & Co., Inc.
19200 Von Karman, Suite 805
Irvine, CA 92715
IN WITNESS WHEREOF, the undersigned has executed this Agreement this 10th day
of December, 1996.
Central American Equities Corp. Cal Tico, L.P.
By: Dale B. Finfrock By: Richard Talley
Dale B. Finfrock, President Richard Talley, General Partner
MarineLodge Partners, L.P. Ecolodge Partners, L.P.
By: Richard Talley By: Richard Talley
Richard Talley, General Partner Richard Talley, General Partner
BYLAWS
OF
CENTRAL AMERICAN EQUITIES CORP.
ARTICLE I. DIRECTORS
Section 1. Function. All corporate powers shall be exercised by or under
the authority of the Board of Directors. The business and affairs of
the Corporation shall be managed under the direction of the Board of
Directors. Directors must be natural persons who are at least 18 years
of age but need not be shareholders of the Corporation. Residents of any
state may be directors.
Section 2. Compensation. The shareholders shall have authority to fix
the compensation of directors. Unless specifically authorized by a
resolution of the shareholders, the directors shall serve in such capacity
without compensation.
Section 3. Presumption of Assent. A director who is present at a meeting
of the Board of Directors or a committee of the Board of Directors at
which action on any corporate matter is taken shall be presumed to have
assented to the action taken unless he objects at the beginning of the
meeting (or promptly upon arriving) to the holding of the meeting or
transacting the specified business at the meeting, or if the director
votes against the action taken or abstains from voting because of an
asserted conflict of interest.
Section 4. Number. The Corporation shall have at least the minimum number
of directors required by law. The number of directors may be increased or
decreased from time to time by the Board of Directors.
Section 5. Election and Term. At each annual meeting of shareholders, the
shareholders shall elect directors to hold office until the next annual
meeting or until their earlier resignation, removal from office or death.
Directors shall be elected by a plurality of the votes cast by the shares
entitled to vote in the election at a meeting at which a quorum is present.
Section 6. vacancies. Any vacancy occurring in the Board of Directors,
including a vacancy created by an increase in the number
of directors, may be filled by the shareholders or by the affirmative
vote of a majority of the remaining directors though less than
a quorum of the Board of Directors. A director elected to fill a vacancy
shall hold office only until the next election of directors
by the shareholders. If there are no remaining directors, the vacancy
shall be filled by the shareholders.
Section 7. Removal Of Directors. At a meeting of shareholders, any director
or the entire Board of Directors may be removed,
with or without cause, provided the notice of the meeting states that
one of the purposes of the meeting is the removal of the
director. A director may be removed only if the number of votes cast to
remove him exceeds the number of votes cast against
removal.
Section 8. Quorum and Voting. A majority of the number of directors fixed
by these Bylaws shall constitute a quorum for the
transaction of business. The act of a majority of directors present at a
meeting at which a quorum is present shall be the act of
the Board of Directors.
Section 9. Executive and Other Committees. The Board of Directors, by
resolution adopted by a majority of the full Board of
Directors, may designate from among its members one or more committees
each of which must have at least two members.
Each committee shall have the authority set forth in the resolution
designating the committee.
Section 10. Place of meeting. Regular and special meetings of the Board of
Directors shall be held at the principal place of business of the
Corporation or at another place designated by the person or persons giving
notice or otherwise calling the meeting.
Section 11. Time, - Notice and Call of Meetings. Regular meetings of the
Board of Directors shall be held without notice at the
time and on the date designated by resolution of the Board of Directors.
Written notice of the time, date and place of special
meetings of the Board of Directors shall be given to each director by mail
delivery at least two days before the meeting.
Notice of a meeting of the Board of Directors need not be given to a
director who signs a waiver of notice either before or after the
meeting. Attendance of a director at a meeting constitutes a waiver
of notice of that meeting and waiver of all objections to the
place of the meeting, the time of the meeting, and the manner in
which it has been called or convened, unless a director objects to
the transaction of business (promptly upon arrival at the meeting)
because the meeting is not lawfully called or convened. Neither the
business to be transacted at, nor the purpose of, any regular or
special meeting of the Board of Directors must be specified in the
notice or waiver of notice of the meeting.
A majority of the directors present, whether or not a quorum exists,
may adjourn any meeting of the Board of Directors to another time
and place. Notice of an adjourned meeting shall be given to the
directors who were not present at the time of the adjournment and,
unless the time and place of the adjourned meeting are announced
at the time of the adjournment, to the other directors. Meetings of
the Board of Directors may be called by the President or the
chairman of the Board of Directors. Members of the Board of
Directors and any committee of the Board may participate in a
meeting by telephone conference or similar communications equipment
if all persons participating in the meeting can hear each other
at the same time. Participation by these means constitutes presence
in person at a meeting.
Section 12, Action By Written Consent. Any action required or permitted to
be taken at a meeting of directors may be taken
without a meeting if a consent in writing setting forth the action to be
taken and signed by all of the directors is filed in the
minutes of the proceedings of the Board. The action taken shall be deemed
effective when the last director signs the consent,
unless the consent specifies otherwise.
ARTICLE II. MEETINGS OF SHAREHOLDERS
Section 1. Annual Meeting. The annual meeting of the shareholders of the
corporation for the election of officers and for such other business as
may properly come before the meeting shall be held at such time and place as
designated by the Board of Directors.
Section 2. Special Meeting. Special meetings of the shareholders shall be
held when directed by the President or when
requested in writing by shareholders holding at least 10% of the
corporation's stock having the right and entitled to vote
at such meeting. A meeting requested by shareholders shall be called by the
President for a date not less than 10 nor more than
60 days after the request is made. Only business within the purposes
described in the meeting notice may be conducted at a special shareholders'
meeting.
Section 3. Place. Meetings of the shareholders will be held at the principal
place of business of the corporation or at such other place as is
designated by the Board of Directors.
Section 4. Notice. A written notice of each meeting of shareholders shall be
mailed to each shareholder having the right and
entitled to vote at the meeting at the address as it appears on the records
of the Corporation. The meeting notice shall be mailed
not less than 10 nor more than 60 days before the date set for the meeting.
The record date for determining shareholders entitled
to vote at the meeting will be the close of business on the day before the
notice is sent. The notice shall state the time and place
the meeting is to be held. A notice of a special meeting shall also state
the purposes of the meeting. A notice of meeting shall be
sufficient for that meeting and any adjournment of it. If a shareholder
transfers any shares after the notice is sent, it shall not be
necessary to notify the transferee. All shareholders may waive notice of a
meeting at any time.
Section 5. Shareholder Quorum. A majority of the shares entitled to vote,
represented in person or by proxy, shall constitute a
quorum at a meeting of shareholders. Any number of shareholders, even if
less than a quorum, may adjourn the meeting without
further notice until a quorum is obtained.
Section 6. Shareholder Voting. if a quorum is present, the affirmative vote
of a majority of the shares represented at the meeting
and entitled to vote on the subject matter shall be the act of the
shareholders. Each outstanding share shall be entitled to one
vote on each matter submitted to a vote at a meeting of shareholders. An
alphabetical list of all shareholders who are entitled to
notice of a shareholders' meeting along with their addresses and the number
of shares held by each shall be produced at a
shareholders' meeting upon the request of any shareholder.
Section 7. Proxies. A shareholder entitled to vote at any meeting of
shareholders or any adjournment thereof may vote in person
or by proxy executed in writing and signed by the shareholder or his
attorney-in-fact. The appointment of proxy will be effective
when received by the Corporation's officer or agent authorized to tabulate
votes. No proxy shall be valid more than 11 months
after the date of its execution unless a longer term is expressly stated in
the proxy.
Section 8. Validation. If shareholders who hold a majority of the voting
stock entitled to vote at a meeting are present at the
meeting, And sign a written consent to the meeting on the record, the acts
of the meeting shall 'be valid, even if the meeting was
not legally called and noticed.
Section 9. Conduct-of Business By written Consent. Any action of the
shareholders may be taken without a meeting if written
consents, setting forth the action taken, are signed by at least a majority
of shares entitled to vote and are delivered to the
officer or agent of the Corporation having custody of the Corporation's
records within 60 days after the date that the earliest
written consent was delivered. Within 10 days after obtaining an
authorization of an action by written consent, notice shall be
given to those shareholders who have not consented in writing or who are not
entitled to vote on the action. The notice shall
fairly summarize the material features of the authorized action. if the
action creates dissenters' rights, the notice shall contain a
clear statement of the right of dissenting shareholders to be paid the
fair value of their shares upon compliance with and as
provided for by the state law governing corporations.
ARTICLE III. OFFICERS
Section 1. Officers; Election; Resignation; Vacancies. The Corporation
shall have the officers and assistant officers that the
Board of Directors appoint from time to time. Except as otherwise provided
in an employment agreement which the
Corporation has with an officer, each officer shall serve until a successor
is chosen by the directors at a regular or special
meeting of the directors or until removed. Officers and agents shall be
chosen, serve for the terms, and have the duties
determined by the directors. A person may hold two or more offices.
Any officer may resign at any time upon written notice to the Corporation.
The resignation shall be effective upon receipt,
unless the notice specifies a later date. if the resignation is effective
at a later date and the Corporation accepts the future
effective date, the Board of Directors may fill the pending vacancy before
the effective date provided the successor officer does
not take office until the future effective date. Any vacancy occurring in
any office of the Corporation by death, resignation,
removal or otherwise may be filled for the unexpired portion of the term by
the Board of Directors at any regular or special meeting.
Section 2. Powers and Duties of officers. The officers of the Corporation
shall have such powers and duties in the management
of the Corporation as may be prescribed by the Board of Directors and, to
the extent not so provided, as generally pertain to
their respective offices, subject to the control of the Board of Directors.
Section 3. Removal of Officers. An of f icer or agent or member of a
committee elected or appointed by the Board of Directors
may be removed by the Board with or without cause whenever in its judgment
the best interests of the Corporation will be
served thereby, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed. Election or
appointment of an officer, agent or member of a committee shall not of
itself create contract rights. Any officer, if appointed by
another officer, may be removed by that officer.
Section 4. Salaries. The Board of Directors may cause the Corporation to
enter into employment agreements with any officer of
the Corporation. Unless provided for in an employment agreement between the
Corporation and an officer, all officers of the
Corporation serve in their capacities without compensation.
Section 5. Bank Accounts. The Corporation shall have accounts with
financial institutions as determined by the Board of
Directors.
ARTICLE IV. DISTRIBUTIONS
The Board of Directors may, from time to time, declare distributions
to its shareholders in cash, property, or its own shares, unless
the distribution would cause (i) the Corporation to be unable to
pay its debts as they become due in the usual course of business,
or (ii) the Corporation's assets to be less than its liabilities
plus the amount necessary, if the Corporation were dissolved at
the time of the distribution, to satisfy the preferential rights of
shareholders whose rights are superior to those receiving the
distribution. The shareholders and the * Corporation may
enter into an agreement requiring the distribution of corporate
profits, subject to the provisions of law.
ARTICLE V. CORPORATE RECORDS
Section 1. Corporate Records. The corporation shall maintain its records in
written form or in another form capable of conversion into written form
within a reasonable time. The Corporation shall keep as permanent records
minutes of all meetings of its shareholders and Board of Directors, a
record of all actions taken by the shareholders or Board of Directors
without a meeting, and a record of all actions taken by a committee
of the Board of Director's on behalf of the Corporation. The
Corporation shall maintain accurate accounting records and a record of its
shareholders in a form that permits preparation of a list of the names and
addresses of all shareholders in alphabetical order by class of shares
showing the number and series of shares held by each.
The Corporation shall keep a copy of its articles or restated articles
of incorporation and all amendments to them currently in affect;
these Bylaws or restated Bylaws and all amendments currently in
effect; resolutions adopted by the Board of Directors creating one
or more classes or series of shares and fixing their relative rights,
preferences, and limitations, if shares issued pursuant to those
resolutions are outstanding; the minutes of all shareholders'
meetings and records of all actions taken by shareholders
without a meeting for the past three years; written communications
to all shareholders generally or all shareholders of a class of
series within the past three years, including the financial statements
furnished for the last three years; a list of names and business
street addresses of its current directors and officers; and its most
recent annual report delivered to the Department of State.
Section 2. Shareholders, inspection Rights. A shareholder is entitled to
inspect and copy, during regular business hours at a
reasonable location specified by the Corporation, any books and records of
the Corporation. The shareholder must give the
Corporation written notice of this demand at least five business days
before the date on which he wishes to inspect
and copy the record(s). The demand must be made in good faith and for a
proper purpose. The shareholder must describe with
reasonable particularity the purpose and the records he desires to inspect,
and the records must be directly connected with this
purpose. This Section does not affect the right of a shareholder to
inspect and copy the shareholders' list described in this
Article if the shareholder is in litigation with the Corporation. In such
a case, the shareholder shall have the same rights as any
other litigant to compel the production of corporate records for examination.
The Corporation may deny any demand for inspection if the demand
was made for an improper purpose, or if the demanding shareholder
has within the two years preceding his demand, sold or offered for
sale any list of shareholders of the Corporation or of any other
corporation, has aided or abetted any person in procuring any list
of shareholders for that purpose, or has improperly used any
information secured through any prior examination of the records of
this Corporation or any other corporation.
Section 3. Financial Statements for Shareholders. Unless modified by
resolution of the shareholders within 120 days after the
close of each fiscal year, the Corporation shall furnish its shareholders
with annual financial statements which may be
consolidated or combined statements of the Corporation and one or more of
its subsidiaries, as appropriate, that include a balance sheet as of
the end of the fiscal year, an income statement for that year, and a
statement of cash flows for that year. if financial statements are
prepared for the Corporation on the basis of generally accepted
accounting principles, the annual
financial statements must also be prepared on that basis.
If the annual financial statements are reported upon by a public
accountant, his report must accompany them. If not, the statements
must be accompanied by a statement of the President or the person
responsible for the Corporation's accounting records stating his
reasonable belief whether the statements were prepared on the basis
of generally accepted accounting principles and, if not,
describing the basis of preparation and describing any respects
in which the statements were not prepared on a basis of
accounting consistent with the statements prepared for the
preceding year. The Corporation shall mail the annual financial
statements to each shareholder within 120 days after the close of
each fiscal year or within such additional time thereafter as is
reasonably necessary to enable the Corporation to prepare its
financial statements. Thereafter, on written request from a
shareholder who was not mailed the statements, the corporation
shall mail him the latest annual financial statements.
Section 4. Other Reports to Shareholders. If the Corporation indemnifies
or advances expenses to any director, officer,
employee or agent otherwise than by court order or action by the
shareholders or by an insurance carrier pursuant to
insurance maintained by the Corporation, the Corporation shall report the
indemnification or advance in writing to the
shareholders with or before the notice of the next annual shareholders'
meeting, or prior to the meeting if the
indemnification or advance occurs after the giving of the notice but prior
to the time the annual meeti ' ng is held.
This report shall include a statement specifying the persons paid, the
amounts paid, and the nature and status at the time of
such payment of the litigation or threatened litigation.
If the Corporation issues or authorizes the issuance of shares for
promises to render services in the future, the Corporation shall
report in writing to the shareholders the number of shares
authorized or issued, and the consideration received by the
corporation, with or before the notice of the next
shareholders' meeting.
ARTICLE VI. STOCK CERTIFICATES
Section 1. Issuance. The Board of Directors may authorize the issuance of
some or all of the shares of any or all of its classes or series without
certificates. Each certificate issued shall be signed by the President and
the Secretary (or the Treasurer). The rights and obligations of
shareholders are identical whether or not their shares are represented
by certificates.
Section 2. Registered Shareholders. No certificate shall be issued for any
share until the share is fully paid. The Corporation shall be entitled
to treat the holder of record of shares as the holder in fact and, except
as otherwise provided by law, shall not be bound to recognize any
equitable or other claim to or interest in the shares.
Section 3. Transfer of Shares. Shares of the Corporation shall be
transferred on its books only after the surrender to the
Corporation of the share certificates duly endorsed by the holder
of record or attorney- in- fact. If the surrendered certificates
are canceled, new certificates shall be issued to the person entitled
to them, and the transaction recorded on the books of the
Corporation.
Section 4. Lost, Stolen or Destroyed Certificates. If a shareholder
claims to have lost or destroyed a certificate of shares issued
by the Corporation, a new certificate shall be issued upon the
delivery to the Corporation of an affidavit of that fact by the
person claiming the certificate of stock to be lost, stolen or
destroyed, and, at the discretion of the Board of Directors, upon the
deposit of a bond or other indemnity as the Board reasonably requires.
ARTICLE VII. INDEMNIFICATION
Section 1. Right to Indemnification. The Corporation hereby indemnifies
each person (including the heirs, executors,
administrators, or estate of such person) who is or was a director or
officer of the Corporation to the fullest extent permitted or
authorized by current or future legislation or judicial or administrative
decision against all fines, liabilities, costs and expenses,
including attorneys, fees, arising out of his or her status as a director,
officer, agent, employee or representative. The foregoing
right of indemnification shall not be exclusive of other rights to which
those seeking an indemnification may be entitled. The
Corporation may maintain insurance, at its expense, to protect itself and
all officers and directors against fines, liabilities, costs
and expenses, whether or not the Corporation would have the legal power to
indemnify them directly against such liability.
Section 2. Advances. Costs, charges and expenses (including attorneys, fees)
incurred by a person referred to in Section 1 of
this Article in defending a civil or criminal proceeding shall be paid by
the Corporation in advance of the final disposition thereof
upon receipt of an undertaking to repay all amounts advanced if it is
ultimately determined that the person is not entitled to be
indemnified by the Corporation as authorized by this Article, and upon
satisfaction of other conditions required by current or
future legislation.
Section 3. Savings Clause. If this Article or any portion of it is
invalidated on any ground by a court of competent jurisdiction,
the Corporation nevertheless indemnifies each person described in Section 1
of this Article to the fullest extent permitted by all
portions of this Article that have not been invalidated and to the fullest
extent permitted by law.
ARTICLE VIII. AMENDMENT
These Bylaws may be altered, amended or repealed, and new Bylaws
adopted, by a majority vote of the directors or by a vote of the
shareholders holding a majority of the shares.
I certify that these are the Bylaws adopted by the Board Of
Directors of the Corporation.
January 23, 1996 WFO Rosenmiller
Date WFO Rosenmiller
ARTICLES OF INCORPORATION
of
Central American Equities Corp.
ARTCILE I. NAME
The name of this Florida corporation is:
Central American Equities Corp.
ARTICLE II. ADDRESS
The mailing address of the Corporation is:
Central American Equities Corp.
P.O. Box 669
Palm Beach FL 33480
ARTICLE III. CAPITAL STOCK
The Corporation shall have the authority to issue 20,000,000 shares of
common stock, par value S.001 per share.
The Corporation shall have the authority to issue 1,000,000 shares of
preferred stock, par value S.001 per share,
which may divided into series and with the preferences, limitations and
relative rights determined by the Board of Directors.
ARTICLE V. REGISTERED AGENT
The name and address of the registered agent of the Corporation is:
Corporate Creations Enterprises, Inc.
4521 PGA Boulevard, Suite 211
Palm Beach Gardens FL 33418
Article V. Board of Directors
The affairs of the Corporation shall be managed by a Board of Directors
consisting of no less than one director. The number of directors may be
increased or decreased from time to time in accordance with the Bylaws of
the Corporation.
H96000001110
Corporate Creations International Inc.
4521 PGA Boulevard - Suite 211
Palm Beach Gardens FL 33418-3967
(407)694-8107
The election of directors shall be done in accordance with the Bylaws.
The directors shall be Protected from personal liability to the fullest
extent permitted by law. The name of each initial member of the
Corporation's Board of Directors is:
Dale B. Finfrock, Jr.
Article VI. Incorporator
The name and address of the incorporator is:
Corporate Creations International Inc.
4521 PGA Boulevard & Suite 211
Palm Beach Gardens FL 33418-3967
Article VII. Corporate Existence
The corporate existence of the Corporation shall begin effective
January 23, 1996
Article VIII. Anti-Takeover Opt Out
The Corporation elects not to be governed by the Affiliated Transactions
Statute, P.S. 607.0901. The Control Share
Acquisitions Statute, P.S. 607.0902, shall not apply to control share
acquisitions of shares of the Corporation.
The authorized representative of the incorporator executed these
Articles of Incorporation on January 24, 1996
Corporate Creations International Inc.
By: Frank A. Rodriguez, President
Frank A. Rodriguez, President
H96000001110
Corporate Creations International Inc.
4521 PGA Boulevard - Suite 211
Palm Beach Gardens, Florida 33418-3967
(407)694-8107
OPTION AGREEMENT
This Agreement is entered into this 9th day of April 1998 between
Central American Equities, a Florida Corporation ("Company") and
Elsa Monge (Purchaser).
Option. Company hereby grants to Purchaser an option to purchase
10,000 shares of Company's common stock at $1.00 per share
("Option Shares*). The option granted by this Agreement shall
vest 20% per year, so that Purchaser shall have the right to
purchase 2,000 shares per year for five years in accordance
with the terms of this agreement.
Exercise of Option'. Purchaser shall have the right to purchase
all or any part of the Option Shares upon written notice of
the exercise of the option on or before December 31 st of each
year in which an option is granted, commencing in 1998. In the
event Purchaser exercises the option to purchase less than the
total number of shares available under the option, Purchaser
shall be entitled subsequently to exercise the option as to any
remaining Option Shares 50 Jong as notice of the exercise of said
option conforms to the terms of this agreement.
Delivery of Option Shares. Within five days after receiving written
notice of the exercise of the option set forth herein,
Company shall deliver stock certificates representing the Option
Shares and any and all other documents which are required to
transfer the Option Shares, duly endorsed for transfer, to the
purchaser thereof and shall receive the consideration therefor.
Failure to Exercise Option. In the event Purchaser does not elect
to purchase all of the Option Shares in any given year (2,000
per year), the option granted by this Agreement shall I be deemed
expired as to such remaining Option Shares and purchaser shall
have no further right to purchase said shares pursuant to the terms
of this Agreement.
Notice of Exercise of Option. If Purchaser elects to purchase
Option Shares pursuant to this Agreement, Purchaser shall give
written notice of such election, setting forth the number of Option
Shares to be purchased, to:
Central American Equities
c/o Talley King & Company
19200 Von Karman, Suite 850
Irvine, Ca. 92715
To be effective, said written notice must be actually received by
Company no later than 5:00 p.m on December 31 st of each Option
Year. In the event December 31 st in any Option Year falls on a
Sunday or a legal holiday, said notice must be actually received
by Company no later than 5:00 p.m. on the last regular business
day prior to December 31 of each Option Year.
Entire Agreement. This Agreement constitutes the entire agreement
of the parties with respect to the matters contemplated herein.
This Agreement supersedes any and all prior understandings,
promises, covenants, or agreements as to the subject matter of
this Agreement.
Amendments/Modifications. Any provision in this Agreement may be
amended and/or modified only in writing signed by the party to be
charged.
Dated: April 9, 1998
Company
By Richard Talley
Richard Talley/Paul King
Authorized Representatives
Dated: April 9, 1998
Purchaser
Elsa Monge
Elsa Monge
OPTION AGREEMENT
This Agreement is entered into this 9th day of April 1998 between
Central American Equities, a Florida Corporation ("Company")
and Sherman Johnson (Purchaser).
Option- Company hereby grants to Purchaser an option to purchase
15,000 shares of Company's common stock at $1.00 per share
('Option Shares'). The option granted by this Agreement shall
vest 20% per year, so that Purchaser shall have the right
to purchase 2,000 shares per year for five years in accordance
with the terms of this agreement.
Exercise of Option. Purchaser shall have the right to purchase all
or any part of the Option Shares upon written notice of the exercise
of the option on or before December 31 st of each year in which an
option is granted, commencing in 1998. In the event Purchaser
exercises the option to purchase less than the total number of
shares available under the option, Purchaser shall be entitled
subsequently to exercise the option as to any remaining Option
Shares so long as notice of the exercise of said option conforms
to the terms of this agreement.
Delivery of Option Shares. Within five days after receiving written
notice of the exercise of the option set forth herein, Company
shall deliver stock certificates representing the Option Shares and
any and all other documents which are required to transfer the Option
Shares, duly endorsed for transfer, to the purchaser thereof and
shall receive the consideration therefor.
Failure to Exercise Option. In the event Purchaser does not elect to
purchase all of the Option Shares in any given year (2,000 per year),
the option granted by this Agreement shall be deemed expired as to
such remaining Option Shares and purchaser shall have no further
right to purchase said shares pursuant to the terms of this
Agreement.
Notice of Exercise of Option. If Purchaser elects to purchase Option
Shares pursuant to this Agreement, Purchaser shall give written
notice of such election, setting forth the number of Option Shares
to be purchased, to:
Richard Talley/Paul King
Central American Equities
c/o Talley King & Company
19200 Von Karman, Suite 850
Irvine, Ca. 92715
To be effective, said written notice must be actually received
by Company no later than 5:00 p.m on December 31 st of each Option
Year. In the event December 31 st in any Option Year falls on a
Sunday or a legal holiday, said notice must be actually received
by Company no later than 5:00 p.m. on the last regular business
day prior to December 31 of each Option Year.
Entire Agreement . This Agreement constitutes the entire agreement
of the parties with respect to the matters contemplated herein.
This Agreement supersedes any and all prior understandings,
promises, covenants, or agreements as to the subject matter of
this Agreement.
Amendments/Modifications. Any provision in this Agreement may be
amended and/or modified only in writing signed by the party to be
charged.
DATED: April 9, 1998
Company
By Richard Talley
Richard Talley/Paul King
Authorized Representatives
DATED: April 9, 1998
Purchaser
By Sherman Johnson
Sherman Johnson
OPTION AGREEMENT
This Agreement is entered into this 9th day of April 1998 between
Central American Equities, a Florida Corporation ("Company") and
Brian Frazee (Purchaser).
Option. Company hereby grants to Purchaser an option to purchase
10,000 shares of Company's common stock at $1.00 per share
("Option Shares"). The option granted by this Agreement shall
I vest 20% per year, so that Purchaser shall have the right to
purchase 2,000 shares per year for five years in accordance with
the terms of this agreement.
Exercise of Option. Purchaser shall have the right to purchase all
or any part of the Option Shares upon written notice of the exercise
of the option on or before December 3 1 st of each year in which an
option is granted, commencing in 1998. In the event Purchaser
exercises the option to purchase less than the total number of
shares available under the option, Purchaser shall be entitled
subsequently to exercise the option as to any remaining Option
Shares so long as notice of the exercise of said option conforms to
the terms of this agreement.
Delivery of Option Shares. Within five days after receiving written
notice of the exercise of the option set forth herein, Company
shall deliver stock certificates representing the Option Shares and
any and all other documents which are required to transfer the
Option Shares, duly endorsed for transfer, to the purchaser thereof
and shall receive the consideration therefor.
Failure to Exercise Option. In the event Purchaser does not elect
to purchase all of the Option Shares in any given year (2,000 per
year), the option granted by this Agreement shall I be deemed
expired as to such remaining Option Shares and purchaser shall
have no further right to purchase said shares pursuant to the terms
of this Agreement.
Notice of Exercise of Option. If Purchaser elects to purchase
Option Shares pursuant to this Agreement, Purchaser shall give
written notice of such election, setting forth the number of Option
Shares to be purchased, to:
Richard Talley/Paul King
Central American Equities
c/o Talley King & Company
19200 Von Karman, Suite 850
Irvine, Ca. 92715
To be effective, said written notice must be actually received
by Company no later than 5:00 p.m on December 31 st of each Option
Year. in the event December 31 st in any Option Year falls on a
Sunday or a legal holiday, said notice must be actually received by
Company no later than 5:00 p.m. on the last regular business day
prior to December 31 of each Option Year.
Entire Agreement. This Agreement constitutes the entire agreement
of the parties with respect to the matters contemplated herein. This
Agreement supersedes any and all prior understandings, promises,
covenants, or agreements as to the subject matter of this Agreement.
Amendments/Modifications. Any provision in this Agreement may be
amended and/or modified only in writing signed by the party to be
charged.
Dated: 4/9/98
Company
By Richard Talley
Richard Talley/Paul King
Authorized Representatives
DATED: 4/9/98
Purchaser
Brian Frazee
Brian Frazee
