UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL BUSINESS ISSUERS
PURSUANT TO SECTION 12 (b) OR (g) OF THE SECURITIES EXCHANGE ACT OF
1934
GREAT WHITE MARINE AND RECREATION, INC.
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(Name of Small Business Issuer in its Charter)
Nevada, USA 74-2774535
- ------------------------ ------------------------
(State of Incorporation) (IRS Employer Identification No.)
208 Otis Drive, Waco, Texas 76712
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(Address of principal executive offices)
Issuer's Telephone Number (254) 776-3999
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Securities to be registered pursuant to Section 12 (b) of the Act:
None
Securities to be registered pursuant to Section 12 (g) of the Act:
Common Shares, with par value of $0.01Per Share
(Common Stock)
Page 1 of 100
Index to Exhibits on Page 30
<PAGE> 2
GREAT WHITE MARINE AND RECREATION, INC.
FORM 10
TABLE OF CONTENTS
Page
Item 1. Description of Business.........................................3
Item 2. Management's Discussion and Analysis or Plan Of Operation......13
Item 3. Description of Property........................................17
Item 4. Security Ownership of Certain Beneficial Owners and Management.18
Item 5. Directors, Executive Officers, Promoters and Control Persons...20
Item 6. Executive Compensation ........................................23
Item 7. Certain Relationships and Related Transactions.................24
Item 8. Legal Proceedings..............................................24
Item 9. Market Price for Common Equity and Related Stockholder Matters.25
Item 10. Recent Sales of Unregistered Securities ......................
Item 11. Description of Securities .....................................28
Item 12. Indemnification of Directors and Officers ....................29
Item 13. Financial Statements ........................................29
Item 14. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.........................................29
Item 15. Financial Statements and Exhibits ............................30
<PAGE> 3
ITEM 1. DESCRIPTION OF BUSINESS
Introduction
Great White Marine and Recreation, Inc. (hereinafter is also referred to as the
Company and/or the Registrant) was incorporated on October 28,1997, in the state
of Nevada under the name of Tigershark Enterprises, Inc. The Company is an
international distribution company of marine watercraft and recreational
vehicles and related products through its network of more than 60 dealers
extending Mexico, Central America, South America and the Caribbean. The brand
names distributed through this network include: Mercury (TM) outboard motors
and Quicksilver(TM) two-cycle engine oil, Cruisers Yachts (TM), Polaris (TM) jet
skis (PWCs) and all-terrain vehicles (ATVs), Viking Sport Cruisers(TM), Pursuit
(TM) boats, SeaPro (TM) boats, Fisher (TM) boats, Tracker (TM) recreational
vehicles, and Pro Line (TM) boats.
The Company's head office is located at 208 Otis Drive Waco, Texas 76712; the
telephone number is (254)776-3999. The Company also owns a retail
dealership/international distribution center at Blvd. Lazaro Cardenas No. 3003,
Col. Valle del Marquez, Monterrey, Nuevo Leon, Mexico; the telephone number is
(8)349-9700. In addition the Company also has a sales office at Club de Tennis,
Puesto del Sol Local 6B, Marina Vallarta, Puerto Vallarta, Jalisco, Mexico; the
telephone number is (3)221-2860; and a sales and warehousing facility at 2400 W.
Copans Road, No. 6A, Pompano Beach, Florida; the telephone number is (954)969
- -1818. The E-mail address is [email protected] and the Internet web-site
address: www.great-white.com.
The Company's authorized capital includes 50,000,000 shares of common stock with
a par value of $0.01 per share and 15,000 shares of preferred stock with a par
value of $0.01 per share; at December 31, 1997, 5,898,840 shares of common stock
were outstanding; at July 31, 1998, 8,326,000 shares of common stock were
outstanding; and at December 31, 1998, 17,923,946 shares of common stock were
outstanding. No shares of preferred stock have ever been issued by the Company.
The Company's common stock trades on the OTC Bulletin Board with the symbol
'JAWS'.
The information in this Registration Statement is current as of December 31,
1998, unless otherwise indicated.
HISTORICAL CORPORATE DEVELOPMENT
Incorporation and Merger
The business of the Company from 1981 to 1996 was commenced and operated as
Smith & Associates. On May 2, 1996 the assets and business of Smith &
Associates were acquired by Tigershark of Texas, Inc., a Texas Corporation
(Texas). On October 17,1997 pursuant to a Plan and Agreement of Reorganization
dated October 10, 1997 the Company acquired all the issued and outstanding
shares of Texas in exchange for 4,864,018 shares of the common stock of the
Company.
On October 24,1997 (the Effective Date) pursuant to certain Articles and Plan of
Merger dated October 20,1997 (Plan of Merger) between the Company and The Crown
Gold Companies Group, Ltd., a Delaware corporation (Crown), Crown was merged
with the Company and pursuant to and upon the Effective Date of the Plan of
Merger the shareholders of Crown automatically became shareholders of the
Company. The Company was the surviving corporation. Presumably, the
shareholders of Crown effected this merger to convert their investments into an
active and profitable business and conversely the Company effected the merger to
gain access to a corporate shell with which to pursue public financing and a
public market for its common stock in order to 1) maximize shareholder value and
2) embark upon an expansion program. (See Item 10 Recent Sales of Unregistered
Securities)
<PAGE> 4
The Company's business at the time of the merger has been continued and it has
reported revenues and net earnings from this business for all fiscal years
commencing with 1994 as follows:
<TABLE>
<CAPTION>
1998 1997 1996 1995
<S> <C> <C> <C> <C>
Revenues $23,636,172 $14,268,000 $5,175,000 $4,631,000
NetEarnings $3,040,552 $1,708,000 $682,000 $178,000
</TABLE>
Financing During Fiscal 1997 and Through Fiscal 1998
During the period from January through July 1998, the Company issued 450,000
shares of common stock for consulting and other services (deemed value of
$600,000), pursuant to a private placement in the United States under Section
4.2. (See Item 10 Recent Sales of Unregistered Securities)
During March 1998, the Company completed, pursuant to a private placement in the
United States under Section 504 of Regulation D, a private placement of its 6%
Convertible Debenture and Warrants to purchase common stock to which 600 units
were subscribed for $600,000 by three (3) accredited investors (see Item 10
Recent Sales of Unregistered Securities).
During July 1998, the Company completed, pursuant to a private placement in the
United States under Section 506 of Regulation D, a private placement of its
Series 1998-A Convertible Notes were purchased for $1,000,000 by one (1)
investor (see Item 10 Recent Sales of Unregistered Securities).
Acquisition
During fiscal year 1998 Great White Marine & Recreation, Inc., acquired Great
White Marine S.A. de C.V. in Puerto Vallarta, Mexico. This new location is to
be used primarily for the selling of the larger ocean going boats such as the
Cruisers (TM) Yachts, Viking Sport Cruisers (TM), Pursuit (TM) and Sea Pro (TM)
boats. As well as limited numbers of Polaris (TM) jet skis and all-terrain
vehicles
Industry And Products
The watercraft and recreational vehicle industry has experienced rapid growth
with increasing sales and earnings in an industry with an estimated worldwide
market size exceeding $24 billion annually. It is estimated that approximately
70% of the market for watercraft is consumer related with the remaining 30% from
rental operations. Similarly the market for four wheel drive all terrain
vehicles is approximately 70% consumer related, 20% commercial and the remaining
10% government purchases.
<PAGE> 5
The Company offers a broad selection of marine watercraft, recreational vehicles
and related products through its network of independent dealers. These products
include among others:
Polaris(TM) PWC's
Consisting of a variety of one, two and three person personal watercraft(PWC's)
and related products made by Polaris Industries, Inc. The PWC is based on the
jet ski, and have grown in popularity over recent years. Polaris is one of the
largest manufactures of PWC's in the United States.
Polaris(TM) ATV's
Polaris' high-performance all-terrain vehicles(ATV's). The Company distributes
a wide variety of Polaris(TM) recreational and utility all-terrain vehicles and
related products, including helmets, boots and gloves. ATV's comprise primarily
of four wheelers, have been growing in popularity with outdoor sports
enthusiasts since the 1980s.
Fisher(TM) Boats
Consisting of a line of aluminum fishing and family leisure boats ranging in
size from 14 feet to 24 feet. In addition to its line of aluminum boats, the
Company will be distributing the entire line of Fisher fiberglass fishing and
ski boats. Fisher is a division of Tracker Marine of Springfield, Missouri.
Pursuit(TM) Boats
Consisting of a line of comfort cruisers and offshore fishing boats,
manufactured in Florida, by a division of S2 Yachts, Inc.
Sea-Pro(TM) Boats
Consisting of the Sea-Pro(TM) entire line of Walkarounds, Center Consoles,
and Dual Consoles fishing and leisure boats based in South Carolina.
Cruisers(TM) Yachts
Consisting of luxury yachts ranging in size from 30 all the way up to 50 feet
in length. In recent years Cruisers(TM) have made gains in both market share
and brand recognition. The Company distributes built-to-order Cruisers(TM)
Yachts which minimizes the Company's inventory requirements and increases
consumer demand.
Mercury(TM) Outboard Motors
Consisting of the entire line of outboard boat motors and engine lubricants
to a network of retail marine and auto parts suppliers throughout Mexico.
Mercury(TM) is one of the most trusted brand names in outboard boat motors.
Mercury QuickSilver(TM) Two-Cycle Engine Oil
This product is distributed through the Company's network of dealers in Mexico
and is currently expanding sales into the Southwestern United States (Texas,
Oklahoma and Louisiana) and down to Central America. This product is refined
in Monterrey, Mexico by Pemex and meeting government TC-W3 premium quality
standards.
Management has continually sought and continues to seek new products to
compliment its existing offerings and to expand its product and dealer
distribution network.
More information regarding the Company's products is contained at its web site
(www.great-white.com).
<PAGE> 6
Marketing and Growth Strategy
The Company's marketing strategy is to expand its dealer network abroad. The
dealer network is essentially the heart of the Company's business. The Company
is engaged in a marketing phenomenon known as channel sales. Channel sales
begin with the product manufacturer and end with the consumer. This channel
begins when a manufacturer sells its product to a distributor like the Company,
which in turn sells the product at a mark up to the reseller, dealer or value
added reseller who then sells the product with another mark up to the end
consumer. It is the responsibility of the distributor, the Company in this
case, to warehouse the product and maintain the appropriate inventory levels and
product volume to support its own network of dealers. The addition of new
dealers lead to higher sales which results in increased profitability as long as
management keeps the gross margins in line.
With sales, servicing and warehousing facilities in Monterrey, Mexico, the
Company can avail itself of the advantages of the North American Free Trade
Agreement (NAFTA).
In March of 1998 the Company entered into a strategic alliance with Global
Emerging Markets Limited (GEM), an international investment group with offices
in London, New York, India and Russia. GEM specializes in emerging markets, and
has undertaken to expand the Company's markets in Latin America. Under the
terms of the alliance, GEM has committed to provide the Company with $500,000 in
initial expansion capital through a 3-year convertible debenture with a fixed
interest rate of 6% per annum. Over this period GEM is to assist in providing
additional expansion capital, both debt and equity, as needed from time to time
and estimated at $5 Million to $10 Million. (see Item 10 Recent Sales of
Unregistered Securities).
The Company is currently exploring the possibility of similar in other different
regions of Mexico to support existing dealers and obtain new dealers and sales
opportunities. In the summer of 1998 the Company also plans to open an office
and warehouse near the port of Miami to distribute its product lines to the
Virgin Islands and South America.
The Company believes that the main ingredient to its success is its expanding
dealer network. Great White anticipates adding more new dealers during the
fiscal year of 1999, expanding its current dealer network of 61 to at least 70
quality dealers by 1999 year end and to offer dealers wholesale and retail
financing. Although the Company engages in some retail business it does not
actively engage in the business of selling its products directly to the end
consumer. To further foster the growth of the dealer network, the Company
offers qualified dealers a wholesale floor plan product purchases for the
purchase of inventory pursuant to which the dealers are required to make at
least a 30% down payment and no interest is charged during the first 60 days of
the term. The principal has to be paid in full within 6 months from the
commencement date.
Consumer Demand
Even though the Company does not actively engage in the business of selling its
products directly to the end consumer, management is fully aware of the fact
that without demand at the consume level its dealer network would have little
need to purchase the Company's products. The Company in conjunction with or
independently of, its dealers and manufacturers promotes its products through
general media advertising, on-water demonstrations, banners, billboard
advertising, and locally sponsored racing events. It's advertising and
promotional budget was $250,000 of the calendar year 1998. The Company also
participates in regional and national boat shows in both the United States and
Mexico.
<PAGE> 7
To further promote customer interest, the Company, through its dealer network
in Mexico and the Caribbean, offers consumers with a major credit card in good
standing financing for the purchase of its products for a period of up to 12
months with interest at 30% of the APR with at least a 30% down payment. The
Company maintains an impression of the consumer's credit card to guarantee
payment.
Employees
At December 31, 1998 the Company operated with the services of its Directors,
Executive Officers and 40 additional employees, of which 40 are full-time;
there is no collective bargaining agreement in place. The Company estimates
that successful implementation of its growth plan would result in 10 additional
employees by the end of fiscal year 1999.
Need for Government Approval Or Principal Service, Not Applicable.
Spending On Research And Development Activities, Not Applicable.
Compliance Costs /Effects Re: Environmental Laws, Not Applicable.
<PAGE> 8
RISK FACTORS
International Sales
Approximately 90% and 86% of the Company's product sales for the year ended
December 31, 1997 and the six months ended June 30, 1998, respectively, was
attributable to international sales. For the year ended December 31, 1997,
dealers located in Latin America accounted for more than 90% of the Company's
product sales. In the year ending Dec. 31, 1998, dealers located in Latin
America accounted for more than 95% of the Company's products sales. The
Company expects that international sales will continue to represent a
significant portion of the Company's product sales. To date, in connection with
its international sales, the Company has not experienced any material adverse
impact on its business, results of operations or financial condition, however,
there can be no assurance that this will be true in the future. All past
international sales were denominated in United States dollars and the Company
expects this practice to continue but there can be no assurance that future
sales will be protected from foreign currency fluctuations. The Company
believes that there are additional risks associated with the political and
economic stability of foreign countries inasmuch as this impacts the ability of
its foreign customers to pay for their purchases. The Company is also subject
to other risks associated with international sales, including but not limited
to tariff regulations, requirements for export licenses, long accounts
receivable cycles, potentially adverse tax consequences and the burdens of
complying with a wide variety of foreign laws.
Strategic Alliances
The Company has developed, and will continue to develop, strategic alliances
with customers, companies and other organizations to provide support for its
marketing staff and to facilitate the entry into certain geographic market
areas. Such strategic alliances could be cooperative agreements for sharing of
information, cooperative marketing agreements, or any other business
relationships such as equity investments or joint ventures. The goal of such
alliances is to provide resources and experience which complement those the
Company already has in place, including marketing expertise, and entry into new
geographic markets. To accelerate the foreign marketing products, the Company
has entered into strategic alliances with Global Emerging Markets, Ltd. There
can be no assurance that the Company will be able to enter into additional
alliances or that existing and/or future alliances will achieve their goals.
The terms of such alliances may require the Company and its partners to share
revenues and/or expenses from certain activities or for the Company to grant
its partners licenses to market and/or sell some or all of its products. The
Company's current alliances provide for cost sharing or options to purchase
equity of the Company. Such terms could be part of any future strategic
alliance and could materially impact the Company's business, results of
operations and financial condition.
Changes in Consumer Preferences
The Company's success depends, in part, on its ability to correctly and
consistently anticipate, gauge and respond in a timely manner to changing
consumer preferences. The Company is attempting to minimize the risks relating
to changing consumer trends by offering a wider variety of products, analyzing
consumer purchases of marine recreational vehicles and related products,
actively seeking new products and increasing the monitoring of sales of its
products. However a decrease in the consumer demand for such products or any
misjudgment by the Company of the market for any of its new products, or its
failure to correctly anticipate changes in consumer preferences could have a
material adverse impact of it results of operations and financial condition.
See Business-Marketing and Growth Strategy and -Products.
<PAGE> 9
Dependence on Key Manufacturers' Product Concentration
The Company's strategy has been to market products provided by certain well-
recognized brand product manufacturers. The Company's three largest
manufacturers accounted for, in the aggregate, approximately 26%, 27%, and 16%
of the Company's product sales in fiscal years 1996, 1997 and year ended
December 31, 1998, respectively. The remainder of the Company's total revenues
for these periods was derived from various other products. The loss or
significant reduction of purchases by one or more of these manufacturers could
have a material adverse effect on the Company's business, results of operations
and financial condition. The Company expects to continue purchasing products
from these manufacturers and that they will account for a high percentage of its
revenue in the foreseeable future. The Company is constantly seeking new
qualified products from other sources but believes that it has successfully
managed the level of manufacturer concentration in the past, and that the level
of manufacturers concentration will decrease as the Company's sources of
products, but there can be no assurance that the Company's strategy of focusing
on a small group of customers will be successful in the future or can be
successfully changed in the future to another sales strategy.
Competition
The Company will continue to attempt, without assurance, to increase its growth
in the distributorships of marine and recreational vehicles and related
products. However, there are established entities in this industry which have
greater financial resources and managerial experience and depth than the
Company. Accordingly, the Company will encounter competition in its efforts to
expand its distributorship business. See Item Management's Discussion and
Analysis or Plan of Operation.
Funds May Be Insufficient to Complete Plans for Growth
The Company believes the proceeds from its recent common stock offerings,
existing working capital, line of credit, and cash flow from operations will be
sufficient to allow the Company to meet the expected growth in demand for its
products. However, there is no guarantee that this will happen. There is no
assurance that the Company will be able to expand as projected. If market
acceptance of its products slows, margins and profitability may suffer. There
is no assurance that the Company will be able to utilize its common stock as the
primary medium of exchange in its attempt to expand its business or acquire
other similar businesses.
No Guarantee of Continued Growth in the Marine and Recreational Vehicles
Industry
There is no guarantee that the wholesale marine and recreational vehicle
industry will continue to grow at the rapid rates of the last several years. In
this case, the Company might face heightened competition with resultant weaken
profitability.
Financing Risks
The Company has a history of significant earnings, but due to the nature of its
business, there can be no assurance that the Company will continue to be
profitable. The Company has paid one dividend on its common shares since
incorporation but does not anticipate doing so in the foreseeable future. The
present sources of funds to finance expansion available to the Company is
through the retention of earnings, line of credit and the issuance of its debt
or equity shares. While the Company may generate additional working capital
through further debt or equity offerings, there is no assurance that such funds
will be available. If available, future equity financing may result in
substantial dilution to purchasers under such offerings. At present, it is
impossible to determine what amounts of additional funds, if any, may be
required.
<PAGE> 10
Shares Eligible for Future Sale
Sales of a substantial number of shares of the Company's common stock in the
public market could adversely affect the market price. Of the 17.8 million
shares outstanding at December 31, 1998, 12.3 million are freely tradable. 5.5
million shares are restricted from sale in the public market, subject to
compliance with Rule 144 under the Securities Act of 1933, as amended (the
Securities Act). Rule 144 generally provides that beneficial owners of shares
who have held such shares for one year may sell within a three-month period a
number of shares not exceeding the greater of 1% of the total outstanding shares
or the average trading volume of the share during the four calendar weeks
preceding such sale. The outstanding 4.2 million shares of restricted common
stock held by Executive Officers and Directors could be sold in accordance with
Rule 144 commencing October 10, 1998 and at various times thereafter. The
450,000 shares of restricted common stock issued in stock-for-services
transactions could be sold in accordance with Rule 144 commencing February 15,
1999 and at various times thereafter.
Risk of Product Recall; Product Liability
The marketing, distribution and sale of marine watercraft and recreational
vehicle products entails a possible risk of product liability and product
recall. There can be no assurance that product liability claims will not be
asserted against the Company or that the manufacturer or the Company will not be
obligated to recall its products. Although the Company maintains product
liability insurance coverage, there can be no assurance that an adequate level
of coverage is presently in place or will be available in the future. Any
losses that the Company may suffer from future liability claims, including the
successful assertion against the Company of one or a series of large claims in
excess of the Company's insurance coverage, may have a material adverse effect
on the Company. In addition, a product recall or lawsuits resulting from
accidents or other problems could also have a material adverse effect on the
Company. (See Business-Product Liability Insurance and -Product Return Policy).
Control by Certain Existing Shareholders
Upon the effective date of this Registration, Mr. Smith and members of his
family will beneficially own approximately 61% of the outstanding shares of
Common Stock. Upon the effective date of this Registration Statement, the
principal shareholders, directors, nominees and executive officers of the
Company (including Mr. Smith and Mrs. Smith) will beneficially own approximately
66% of the outstanding shares of Common Stock. Because of their stock ownership
and positions with the Company, Mr. Smith and Mrs. Smith will be in a position
to continue to control the affairs and management of the Company, including the
election of directors and most corporate actions. Such concentration of
ownership and control may have the effect of delaying, deferring or preventing a
change in control of the Company. (See Principal Shareholders and Description of
Company's Securities).
Key Employees
The success of the Company and its ability to continue to carry on operations
is dependent in a large part upon its ability to retain the services of its
current executive officers and members of its board of directors, particularly
Colin Smith the Company's President, CEO and Chairman. At the present time the
Company does maintain key man life insurance policies for these individuals.
The Company does not have any written employment agreements in place with its
key employees nor its directors, except for Mr. Colin Smith, and the loss of
their services to the Company may have a
<PAGE> 11
material adverse effect on the business of the Company. The Company's chief
executive officer and its corporate secretary are material shareholders. The
Company has a stock option plan for management and employees as a method of
motivation and retaining key employees.
Penny Stock Reform Act:
Possible Inability to Sell in the Secondary Market
In October 1990, Congress enacted the Penny Stock Reform Act of 1990 (the 1990
Act) to Counter fraudulent practices common in penny stock transactions. Rule
3a51-1 of the Exchange Act defines a penny stock as an equity that is not among
other things: a) a reported security; b) a security registered or approved for
registration and traded on a national securities exchange that meets certain
guidelines, where the trade is effected through the facilities of that national
exchange; c) a security listed on NASDAQ (does not include the OTC Bulletin
Board); d) a security of an issuer that meets certain minimum financial
requirements (net tangible assets in excess of $2 million or $5 million,
respectively, depending upon whether the issuer has been continuously operating
for more or less than three years, or average revenue of at least $6 million for
the last year); or e) a security with a price of at least $5.00 per share in the
transaction in question or that has a bid quotation (as defined by the Rule) of
at least $5.00 per share. The common stock of the Company falls within the
definition of penny stock under Rule 3151-1. Pursuant to the 1990 Act, brokers
provide investors with written disclosure documents containing information
concerning various aspects involved in the market for penny stocks as well as
specific information about the penny stock and the transaction involving the
purchase and sale of that stock (e.g. price quotes and broker-dealer and
associated person compensation). Until this Registration Statement becomes
effective, the broker will be required to deliver monthly or quarterly
statements containing specific information about the penny stock. These added
disclosure requirements negatively affect the ability of the purchasers of the
Company's common stock to sell their securities in the secondary market.
Dividends
The Company has, since the date of its incorporation, declared or paid one
dividend of $.10/share on its common shares and does not currently intend to
pay any further dividends. Earnings, of any, will be retained to finance
further growth and development of the business of the Company.
Operating History
The recent success of increasing sales may not be indicative of the results of
the Company's efforts in the future.
Maintenance Of Old and Establishment of New Relationships.
The Company's continued growth is dependent, in part, on its ability to maintain
and establish new relations with manufacturers and/or dealers of marine and
recreational vehicles. There can be no assurance that the Company will be able
to establish new relations or maintain existing relations with such manufactures
and/or dealers in the future.
<PAGE>12
Variability in Quarterly Operating Results; Seasonality
The Company has in the past and expects in the future to experience significant
fluctuation in quarterly operating results. Historically, the net sales and net
income of the business have been the highest in the second and third quarters of
each year. The Company's business is seasonal because its sales volume
increases significantly during the spring and summer seasons and, to a lesser
extent, during the fall and during periods of warm weather in certain sections
of the country. Unseasonable weather in these quarters in different years could
cause the Company's quarterly operating results to fluctuate in the future.
Accordingly, the Company's results of operations for any particular quarter may
not necessarily be indicative of net income or loss that may be expected for any
other particular or the whole year. Significant variability in orders during
any period may have an adverse impact on the Company's cash flow, and any
significant decrease in orders could have a material adverse impact on the
Company's results of operation and financial condition.
<PAGE>13
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Selected Financial Data
The selected financial data in Table No. 1 for the fiscal year 1997 ended
December 31st, was derived from the financial statements of the Company which
were audited by J C R S.A. de C.V., an independent Certified Public Accountant,
as indicated in their report which is included elsewhere in this Registration
Statement.
The selected financial data was extracted from the more detailed financial
statements and related notes included herein and should be read in conjunction
with such financial statements and with the information appearing under the
heading, Management's Discussion and Analysis or Planned Operation.
<TABLE>
Table No. 1
Selected Financial Data
(USD)
<CAPTION>
Year Year
Ended Ended
12/31/98 12/31/97
<S> <C> <C>
Revenue $23,636,172 $14,267,862
Net Income $ 3,040,552 $ 1,707,676
Dividends Per Share $.10 $0.00
</TABLE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
Vision and Mission
This family-owned company was formed as Smith & Associates in 1981 to sell
marine products in the South and Southwest areas of the United States, plus
Mexico and Central and South America. They have been the designated warehouse
distributor for the complete line of boats, motors, and jet skis made by
Polaris(TM), Mercury Marine(TM), Cruisers(TM) Yachts, Viking Sport Cruisers (TM)
and other manufacturers. Great White Marine & Recreation, Inc., was
incorporated in the State of Texas of February 21, 1996 to continue this
business. Most of Great White Marine's growth has been in Mexico, Central
America, and the Caribbean. Currently there is a dealer network of 60. They
expect to expand to at least 120 quality dealers within three years and offer
them wholesale and retail financing.
<PAGE> 14
Objectives and Projections
Projected revenues for the Company will show rapid growth to $68,412,578 in five
years. This is possible because of the exclusive wholesale distributor
agreements with Polaris(TM) Industries, Inc., and Mercury Marine(TM). The
Company does distribute the Polaris(TM) brand of jet skis, Polaris(TM) brand of
all-terrain vehicles, Mercury(TM) motors, and parts, and Cruisers (TM) Yachts,
and several other boat lines. A summary of the projected financial statements
shows:
<TABLE>
<CAPTION>
REVENUE GROSS PROFIT RETURN
<S> <C> <C> <C>
Year 1-1997 $14,267,863*<F1> $2,449,067 17.0%
Year 2-1998 23,636,172* 3,040,552 13.0%
Year 3-1999 41,219,036 9,768,912 23.7%
Year 4-2000 49,568,622 11,946,038 24.1%
Year 5-2001 68,412,578 16,897,907 24.7%
<FN>*actual
</TABLE>
The Company is operating two sales offices with warehousing: Monterrey, N.L.,
and Pompano Beach, Florida and; one sales only office in Puerto Vallarta, Mexico
for which products and parts are shipped, as well as dropped ship orders direct
from the manufacturer to the dealer.
Separately, the Company is distributing two-cycle oil in Mexico and southwestern
United States. This is refined by Pemex in Monterrey and labeled Mercury.
Pemex Oil Company has a contract with Mercury Marine(TM) to produce Mercury(TM)
Quicksilver(TM) Oil, meeting government specifications for TC-W3 premium
quality. The Mercury Marine(TM) distributors are the only outlet for this oil.
Even Wal-Mart and other chains can purchase Mercury(TM) Quicksilver(TM) Oil from
the Company.
Results Of Operations
6 months ended June 30, 1998 compared to 6 months ended June 30, 1997.
Revenues: Revenues increased 62% to $15,023,330 for the 6 months ended June 30,
1998 from $9,340,561 for the same period in 1997. Gross profit for the period
was $2,648,000 which is an increase of 58% from the second quarter 1997. Six
months sales figures for January through June 1998 are $15.023 million with net
income totaling $1.95 million.
Cost and Expenses: Operating expenses increased 50% to $698,000 for the 6
months ended June 30,1998 from $349,000 for the same period in 1997.
Net Profit: Net profit increased 61% to $1,950,166 for the 6 months ended June
30, 1998 from $1,192,423 for the same period in 1997. Total sales for the 6
months ended June 30, 1998 were $15,023,330 compared to $9,340,561 for the six
months ended June 30, 1997. Due to exceptional sales and net profit the company
paid $0.10 per share dividend on July 20, 1998.
<PAGE>15
Income Taxes
Taxes are paid quarterly on a projected income basis. Adjustments are made in
the forth quarter. A final payment for the fiscal year will be made in January
1999.
Liquidity And Capital Resources
The Company's primary capital requirement is for expansion of its distribution
operation. Currently the Company is paying for its new warehouse and office
facility in Monterrey and its inventory expansion from the Company net profits
and the completed Form 504 offering. The 504 offering was completed in March
1998. The Company currently estimates that capital expenditures through July
31, 1998 at $1.8 million.
Working capital requirements, in addition to those related to warehouse and
office expansion, include an increase related to inventory and staff build ups
for the up coming 1999 model year season that started July 1998. As of December
31, 1998 the Company has a positive working capital balance of $2,731,963.42.
Seasonality and General Economic Trends
The Company's business is subject to seasonal influences. A significant portion
of the Company's net sales and profits are realized in the second and third
quarters. The first and fourth quarters will vary in volume and may result in
one or the other being greater in volume from one year to the next.
With the increased yacht sales and Polaris(TM) sales the quarters will tend to
even out more in total sales volume.
The Company anticipates that its business will be affected by general economical
trends in the United States and Latin America. The outlook is good in both
areas for the next 2 to 3 years. The Company will be affected by a greater
degree by what happens in the future to the United States economy.
Competition
At the present time, the Company is the only distributor in the region that has
such a broad base of products. There is competition that markets just jet skis
and boats, or just boats, or only jet skis. The Company distributes Mercury(TM)
motors, oil and parts, yachts, boats and trailers, Polaris(TM) four wheelers,
all terrain vehicles and jet skis in several countries.
Inflation
The Company's results of operations have not been affected by inflation and
management does not expect inflation to have a material impact on its operations
in the future.
<PAGE>16
Forward-Looking Statements
From time-to-time, the Company or its representatives may have made or may make
forward-looking statements, orally or in writing. Such forward-looking
statements may be included in, but not limited to, press releases, oral
statements made with the approval of an authorized executive officer or in
various filings made by the Company with the Securities and Exchange Commission
or other regulatory agencies. Words or phrases 'will likely result', 'are
expected to', 'will continue', 'is anticipated', 'estimate', 'Project or
projected', or similar expressions are intended to identify 'forward-looking
statements' within the meaning of the Private Securities Litigation Reform Act
of 1995 (the 'Reform Act'). The Company wishes to ensure that such statements
are accompanied by meaningful cautionary statements, so as to maximize to the
fullest extent possible the protections of the safe harbor established in the
Reform Act. Accordingly, such statements are qualified in their entirety by
reference to and are accompanied by the following discussion of certain
important factors that could cause actual results to differ materially from such
forward-looking statements.
Management is currently unaware of any trends or conditions that could have a
material adverse effect on the Company's financial position, future results of
operations, or liquidity.
However, investors should also be aware of factors that could have a negative
impact on the Company's prospects and the consistency of progress in the areas
of revenue generation, liquidity, and generation of capital resources. These
include: (I) pressure on the Company profit margins by larger competition which
may have greater financial and other resources than the Company; (ii) possible
inability of the Company to attract investors for its equity securities or
otherwise raise adequate funds from any source, (iii) possible loss of a number
of its dealers (iv) a recession in either the United States, Mexico, Central
America or South America and (v) the inability of the Company to acquire
additional distributorships of new or other products in the marine and
recreational market and the ability to integrate these other products in a
profitable manner.
The risks identified here are not inclusive. Furthermore, reference is also
made to other sections of this Registration Statement that include additional
factors that could adversely impact the Company's business and financial
performance. Also, the Company operates in a very competitive and rapidly
changing environment. New risk factors emerge from time to time and it is not
possible for management to predict all such risk factors, nor can it access the
impact of all such risk factors on the Company's business or the extent to which
any factor or combination of factors may cause actual results to differ
significantly from those contained in any forward-looking statements.
Accordingly, forward-looking statements should not be relied upon as a
prediction of actual results.
<PAGE>17
ITEM 3. DESCRIPTION OF PROPERTY
United States
Waco, Texas - The Company owns and operates out of the facilities located at 208
Otis Drive, in Waco, Texas, which consists of a 10,000 square foot office
building with an attached warehouse this Company owned facility is located in a
warehouse district near major thoroughfares.
Pompano Beach, Florida - The Company leases a facility with both warehousing and
office space in which to coordinate its Caribbean sales and distribution
activities.
Laredo, Texas-The Company leases a warehouse facility in Laredo, Texas for the
purpose of receiving and temporarily storing inventory prior to importation into
Latin America.
Mexico
Monterrey - The Company through its wholly-owned subsidiary, Great White Marine,
S.A. de C.V. also owns and operates a 30,000 square foot sales, servicing and
floor warehousing facility in Monterrey, Mexico with inventory, office, sales
and service staff.
Puerto Vallarta - The Company currently leases an office and show room in Marina
Vallarta for the purpose of selling the larger ocean going boats and a small
number of Polaris PWCs and ATVs.
<PAGE>18
Real Estate Activities
The Company may from time to time invest in real estate as part of its
warehousing and distributorship activities for its own account. The Company has
no formal policy regarding its possible investment in real estate, including the
percentage of assets which may be invested in any one investment or the type of
real estate, and its Articles/By-Laws do not require shareholder approval for
such investment activities. Similarly, the Company has no formal policy
regarding whether it is the Company's policy to acquire assets primarily for
possible capital gain or primarily for income. The Company does not expect that
real estate investment will form a substantial portion of its future business
activities.
<PAGE>18
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The Registrant is a publicly owned corporation, the shares of which are owned by
United States residents and Canadian residents. The Registrant is not
controlled directly or indirectly by another corporation or any foreign
government. There are no arrangements which may result in a change of control
of the Registrant.
Table No. 2 lists as of July 31, 1998 all persons/companies the Registrant is
aware of as being the beneficial owner of more than five percent (5%) of the
common stock of the Registrant.
<TABLE>
Table No. 2
5% Shareholders
<CAPTION>
Title Amount and Nature Percent
of of Beneficial of
Class Ownership Class #
Name/Address of Beneficial Owner
- ---------------------------------------------------------------------------
<S> <C> <C> <C>
Common Colin Smith 2,000,000 11.16%
11004 Sandalwood DR
Waco, Texas 76712
Common Margaret J. Smith 1,000,000 5.58%
208 Otis Drive
Waco, Texas 76712
Common Lourdes G. Smith 1,364,018 7.61%
19103 Harvest Grove
San Antonio, Texas 78258
Common Frank Hollenbeck 2,617,000 14.60%
3 Rue Robert de Traz
1206 Geneva, Switzerland
Common Felicia Ursrey 500,000 2.79%
756 Red Gate Rd
Mart, Texas 76664
TOTAL 7,481,018 41.74%
</TABLE>
(1) Addresses: c/o
(2) Excludes 0 shares owned by members of Mr. Smith's family where he does not
have voting power, exercise disposition control, or have any beneficial
interest.
# Based on 17,923,946 shares outstanding as of December 31, 1998
<PAGE>19
Table No. 3 lists as of July 31, 1998 all Directors and Executive Officers who
beneficially own the Registrant's voting securities and the amount of the
Registrant's voting securities owned by the Directors and Executive Officers as
a group.
<TABLE>
Table No. 3
Shareholdings of Directors and Executive Officers
<CAPTION>
Title Amount and Nature Percent
Of of Beneficial of
Class Name of Beneficial Owner Ownership Class #
- ---------------------------------------------------------------------------
<S> <C> <C> <C>
Common Colin Smith (1) 2,000,000 11.58%
Common Margaret J. Smith 1,000,000 5.58%
TOTAL 3,000,000 16.74%
</TABLE>
(1) Excludes 1,864,018 shares owned by members of Mr. Smith's family where he
does not have voting power, exercise disposition control, of have any beneficial
interest.
# Based on 17,923,946 shares outstanding as of December 31, 1998
<PAGE>20
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
CONTROL PERSONS
Table No. 4 lists as of June 30, 1998 the names of the Directors of the Company.
The Directors have served in their respective capacities since their election in
September and will serve until the next Annual Shareholders' Meeting or until a
successor is duly elected, unless the office is vacated in accordance with the
Articles/By-Laws of the Company. All Directors are residents and citizens of
the United States.
<TABLE>
Table No. 4
Directors
<CAPTION> Date First Elected
Name Age or Appointed
- ---------------------------------------------------------------------------
<S> <C> <C>
Colin Smith 56 October 10, 1997
Margaret J. Smith 46 October 10, 1997
Christopher C. Smith 25 October 10, 1997
William E. Harvey II 41 March 17, 1998
</TABLE>
In addition Mr. Robert, L. Moody, Jr. age 38, has been retained as an Advisory
Director and as such is not a voting member of the Board of Directors.
Table No. 5 lists, as of June 30,1998 the names of the Executive Officers and
certain significant employees of the Company. The Executive Officers serve at
the pleasure of the Board of Directors. All Executive Officers are
residents/citizens of the United States.
<TABLE>
Table No. 5
Executive Officers/Significant Employees
<CAPTION>
Name Position Date of Board Approval
- ---------------------------------------------------------------------------
<S> <C> <C>
Colin Smith Chairman/President/CEO October 10, 1997
Margaret J. Smith Corporate Secretary/Treasurer October 10, 1997
Christopher C. Smith Vice President October 10, 1997
</TABLE>
<PAGE>21
Business Experience
Colin Smith
Mr. Colin Smith has over 28 years of experience in the boat and marine related
industry. From 1968 to 1980 he owned and operated Smith Marine and Whites Auto
Supply located in Tylertown, Texas, which he sold in 1980.
In 1981 he formed Smith & Associates which was a manufacturer's representative
firm for the sale and distribution of boats, outboard motors, trailers, personal
watercraft, and related marine products in Texas, Oklahoma, Louisiana,
Mississippi, Mexico, and Central America. In February 1996 he formed Tigershark
of Texas, Inc., which later, in May 1996, acquired 100% of the assets of Smith &
Associates.
Margaret J. Smith
Mrs. Margaret J. Smith has over 18 years experience in accounting and business
administration. She began her professional career in 1971 as a terminal
operator for Region One Education Service Center located in Edinburg, Texas.
She also aided in the preparation of instructional materials.
From 1981 to 1985 she was employed by the University of Texas at Pan American,
located in Edinburg, Texas. At Pan American she served as a purchasing clerk
and was later promoted to Administrative Assistant to the Director of
Admissions.
Between 1985 and 1990 she worked for Texas National Bank of Waco, Texas. There
she began as an Executive Secretary and was later promoted to New Accounts
Representative and then to Credit Department Manager. She concluded her
employment with Texas National in the Accounting Department of its Trust
Department.
Since 1990 Mrs. Smith has been self-employed as an accountant.
Mrs. Smith graduated from Durham's Business College in 1970 and is currently
active in all phases of Great White Marine's operations.
Christopher C. Smith
Mr. Christopher Smith is currently Vice President of sales for the Company since
March 1998 and prior to that he was for a period of 2 years a Sales Manager at
McComb Diesel, located in McComb, Mississippi. McComb Diesel is a distributor
of WesternStor and other road equipment manufacturers.
Mr. Smith received his BA degree in Marketing from Mississippi State University
in 1994.
Robert L. Moody, Jr.
Mr. Robert L. Moody, Jr. has been President of Moody Insurance Group, Inc. since
1987. He also serves as Chief Financial Officer of Moody Review, Inc. and is
currently on the Board of Directors of Moody National Bank, Gal-Tex Hotel
Corporation, Bank of Galveston, Southampton Enterprises and the Moody Endowment.
<PAGE>22
William E. Harvey II
William E. Harvey II joined the Company in March 1999 as an outside director,
pending ratification at the Company's annual shareholder meeting. Mr. Harvey
retired from the United States Air Force as an officer in April 1998, where he
served in a variety of positions. Mr. Harvey has privately held Company stock
since July 1998. Presently, Mr. Harvey serves as the President and CEO of Rhino
Engineering, Inc., a privately held engineering and computer networking firm.
Involvement in Certain Legal Proceedings
There have been no events during the last five years that are material to an
evaluation of the ability or integrity of any director, person nominated to
become a director, executive officer, promoter or control person including: a)
any bankruptcy petition filed by or against any business of which such person
was a general partner or executive officer either at the time of the bankruptcy
or within two years prior to that time; b) any conviction in a criminal
proceeding or being subject to a pending criminal proceeding (excluding traffic
violations and other minor offenses); c) being subject to any order, judgment,
or decree, not subsequently reversed, suspended or vacated, of any court of
competent jurisdiction, permanently enjoining, barring, suspending or otherwise
limiting his/her involvement in any type of business, securities or banking
activities; and d) being found by a court of competent jurisdiction (in a civil
action), the 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.
Family Relationships
Margaret J. Smith is the wife of Colin Smith. Christopher Smith is the son of
Mr. Colin Smith.
Other Relationships/Arrangements
There are no arrangements or understandings between any two or more Directors or
Executive Officers, pursuant to which he/she was selected as a Director or
Executive Officer. There are no material arrangements or understandings between
any two or more Directors or Executive Officers.
<PAGE>23
ITEM 6. EXECUTIVE COMPENSATION
The Company has no standard or any other arrangements pursuant to which
Directors are compensated for any services provided as a director, including any
additional amounts payable for committee participation or special assignments.
During the last completed fiscal year, no Director received and/or accrued any
compensation for his services as a Director, including committee participation
and/or special assignments.
Directors are entitled to reimbursement for reasonable travel and other out-of-
pocket expenses incurred in connection with attendance at meetings of the Board
of Directors.
The Company has no material bonus or profit sharing plans pursuant to which cash
or non-cash compensation is or may be paid to the Company's Directors or
Executive Officers.
The Company has no compensatory plan or arrangements, including payments to be
received from the Registrant, with respect to any Executive Officer or Director,
where such plan or arrangement would result in any compensation or remuneration
being paid resulting from the resignation, retirement or any other termination
of such Executive Officer's employment with the Registrant or from a change-in-
control of the Registrant or a change in such Executive Officer's
responsibilities following a change-in-control and the amount, including all
periodic payments or installments, where the value of such compensation or
remuneration exceeds $100,000 per Executive Officer.
During the last completed fiscal year, no funds were set aside or accrued by the
Company to provide pension, retirement or similar benefits for Directors or
Executive Officers.
The Company has no stock option plan, long-term incentive plan, or other long-
term compensation program and no stock options or stock appreciation rights
(SARs) have been granted in the last three years and no stock options or SARs
are outstanding.
The Company has a written employment agreement only with Mr. Colin Smith, its
President..
Table No. 6 details compensation paid during Fiscal 1997 Ended December 31,
1997 to the Chief Executive Officer and the next four highly paid Executive
Officers, to the extent they were compensated in excess of $100,000. The table
also list aggregate compensation paid to all Executive Officers to the extent
they were not compensated in excess of $100,000 and aggregate compensation to
all Executive Officers. Compensation paid prior to the Registrant's October
17,1997 merger with Tigershark of Texas, Inc. reflects compensation paid by
Tigershark of Texas, Inc. Tigershark of Texas, Inc. has a December 31st fiscal
year prior to the merger.
<TABLE>
Table No. 6
Summary Compensation Table
Annual Compensation
- ------------------------------------------
<CAPTION>
Name and All
Principal Fiscal Other Annual Other
Position Year Salary Bonus Compensation Compensation
_________________________________________________________________________
<S> <C> <C> <C> <C> <C>
Colin Smith, President/ 1998 $150,000 0 0 0
CEO and Chairman 1997 150,000 0 0 0
1996 150,000 0 0 0
1995 150,000 0 0 0
Other Officers/Directors1997 $40,000 0 0 0
1996 40,000 0 0 0
1995 40,000 0 0 0
</TABLE>
<PAGE>24
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
At the time of the Reverse Merger Mr. Colin Smith and Margaret J. Smith were
appointed Directors of the Company and Mr. Smith and Ms. Smith were appointed
Executive Officers of the Company prior to the merger with Tigershark of Texas,
Inc. (see Item 1 Description of Business-Historical Corporate Development)
where they were Executive Officers and/or shareholders.
Other than discussed above, there have been no transactions since October 17,
1997, or proposed transactions, which have been materially affected or will
materially affect the Company in which any Director, Executive Officer, or
beneficial holder of more than 10% of the outstanding common stock, or any of
their respective relatives, spouses, associates or affiliates has had or will
have any direct or material indirect interest.
ITEM 8. LEGAL PROCEEDINGS
The Company knows of no material, active or pending legal proceedings against
it; nor is the Company involved as a plaintiff in any material proceeding or
pending litigation.
The Company knows of no active or pending proceedings against anyone that might
materially adversely affect an interest of the Company.
<PAGE>25
ITEM 9. MARKET PRICE FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Company's common stock trades on the OTC Bulletin Board in the United
States, having the trading symbol JAWS and CUSIP# 391520-10-3. The common stock
commenced public trading on January 9, 1998. Trading volume and
high/low/closing prices for the first two calendar quarters in 1998 are
disclosed in the following table:
<TABLE>
Table No. 7
JAWS Stock Trading Activity
<CAPTION>
1998 HIGH LOW CLOSE VOLUME
<S> <C> <C> <C> <C>
1st Quarter $2.50 $0.50 $1.34 9,063,100
2nd Quarter $2.375 $0.70 $1.95 46,182,100
3rd Quarter $4.50 $1.89 $2.56 1,766,600
4th Quarter $3.12 $1.43 $2.14 21,322,518
</TABLE>
These quotations may reflect inter-dealer prices, without retail mark-up,
markdown or commission and may not represent actual transactions.
The Company's common stock is issued in registered form. American Registrar and
Stock Transfer in Salt Lake City, UT is the Company's transfer agent.
There are no restrictions that limit the Company's ability to pay dividends on
its common stock, except as prohibited under Section 78,288 of the Nevada
Revised Statues which prohibits payment of distribution to stockholders if (a)
the Company would not be able to pay its debts in the ordinary course of
business or (b) would not be able to satisfy up dissolution the preferential
rights of stockholders superior to those shareholders receiving the
distribution.
The Company has declared and paid a cash dividend of $0.10 a share on July 20,
1998. No other dividends since incorporation have been paid. The present
policy of the Company is to retain future earnings for use in its operations and
expansion of its business, but may declare and pay dividends from time to time
when in the opinion of Management the financial condition and earnings of the
Company warrant such dividends.
<PAGE>26
ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES
On October 17, 1997 pursuant to a Plan and Agreement of Reorganization the
Company acquired all the issued and outstanding shares of Tigershark of Texas,
Inc. (Texas) in exchange for 4,864,018 shares of the common stock of the Company
to the stockholders of Texas as follows:
<TABLE>
<CAPTION>
Shareholder No. Shares of Company Common Stock
<S> <C>
Colin Smith 2,000,000
Margaret J. Smith 1,000,000
Lourdes G. Smith 1,364,018
Felicia Smith 500,000
__________
4,864,018
Upon the Effective Date of the Plan of Merger between the Company and Crown Gold
Companies Group, Ltd. the shareholders of Crown become shareholders of the
Company through the issuance of 1,034,821 shares of the common stock of the
Company at the conversion ratio of twenty-eight (28) shares of common stock of
Crown for one (1) share of common stock of the Company. (See Item 1 Description
of Business-Historical Corporate Development-Incorporation and Merger)
<PAGE>27
During March of 1998 the Company pursuant to a private placement in the United
States under Rule 504 of Regulation D of the Securities Act of 1933 (the '1933
Act') completed the sale of 300 units each consisting of (1) One Thousand
($1,000) 6% Convertible Debenture and one Warrant to purchase 1,333 shares of
Common Stock of the Company. The units were purchased at a purchase price of
$300,000 by two (2) accredited investors pursuant to the terms of certain
Convertible Debenture and Warrant Purchase Agreements dated March 23, 1998.The
Debentures and Warrants originally were to mature or expire on March 23, 2001.
The Debenture conversion price was the lesser of $1.30 or 70% of the average
price per share market value for the five (5) trading days immediately preceding
the conversion date and were converted by the holders on the following dates at
the following prices:
Conversion Price
</TABLE>
<TABLE>
<CAPTION>
No. of Debenture Date Per Share No. of Shares
<S> <C> <C> <C>
200 5.08.98 $1.00 200,000
100
5.08.98 $1.00 101,000
</TABLE>
The Warrants were exercisable at $1.30 per share and were exercised on the
following dates and prices per share:
<TABLE>
<CAPTION>
Date No. of Warrants Proceeds to Company
<S> <C> <C>
5.16.98 266,667 $346,667.00
5.16.98 133,333 $173,332.00
</TABLE>
During January through June 30, 1998, the Company issued 400,000 shares of
common stocks for consulting services (deemed value of $400,000, pursuant to a
private placement in the United States under Section 4.2 of the 1933 Act. The
recipient was: Robert L. Moody, Jr. (an unrelated person) 400,000 shares.
<PAGE>28
ITEM 11. DESCRIPTION OF SECURITIES
Common Stock
The authorized capital of the Registrant is 50,000,000 shares of common stock
with a par value of $0.01 per share of which 5,214,018 were issued and
outstanding at December 31, 1997. At June 30, 1998, there were 8,363,000 shares
of common stock outstanding. At December 31, 1998, there were 17,923,946 shares
outstanding. Also the Company is authorized to issue 15,000,000 shares of
Preferred Stock with a par value of $0.01 per share. No Preferred shares of
stock have been issued by the Registrant or ever outstanding at any time.
All of the authorized common stock of the Registrant are of the same class and,
once issued, rank equally as to dividends, voting powers, and participation in
assets. Holders of common stock are entitled to one vote for each share held of
record on all matters to be acted upon by the shareholders.
Holders of common stock are entitled to receive such dividends as may be
declared from time to time by the Board of Directors, in its discretion, out of
funds legally available therefore.
Upon liquidation, dissolution or winding up of the Registrant, holders of common
stock are entitled to receive pro rata the assets of the Registrant, if any,
remaining after payment of all debts and liabilities. No shares have been
issued subject to call or assessment. There are no pre-emptive or conversion
rights and no provisions for redemption or purchase for cancellation, surrender,
or sinking or purchase funds.
There are no restrictions on the repurchase or redemption of shares of the
Registrant while there is any arrearage in the payment of dividends or sinking
fund installments.
Debt Securities to be Registered, Not applicable.
Other Securities to be Registered, Not applicable.
<PAGE>29
ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Articles on Incorporation limit the personal liability of
directors to the fullest extent permitted by Nevada law. Nevada law provides
that directors or officers of a corporation will not be personally liable for
damages for breach of their fiduciary duties as directors or officers, except
liability for (I) acts or omissions which involve intentional misconduct, fraud
or a knowing violation of law or (ii) unlawful payments of dividends. Such
limitation of liability does not apply to liabilities arising under the federal
securities laws and does not affect the availability of equitable remedies such
as injunctive relief or rescission.
The Company's By-laws provide that the Company shall indemnify its directors,
and officers, employees and other agents for certain expenses (including
attorneys' fees), judgments, fines, and settlement amounts incurred by any such
person in connection with any action or proceeding, including any action by or
in the right of the Company, arising out of such person's services as a
director, officer, employee or agent of the Company or any other company or
enterprise to which such person provides services at the request of the Company
is such person acted in good faith and in a manner such person reasonably
believed to be in or to opposed to the best interests of the Company.
At present there is no pending litigation or proceeding involving a director or
officer of the Company in which indemnification is required or permitted, and
the Company is not aware of any threatened litigation or proceeding that may
result in a claim for such indemnification. The Company believes that the
indemnification provisions it its Article of Incorporation and By-laws are
necessary to attract and retain qualified persons as directors and officers.
The Company does not have any separate indemnification agreements with its
directors or officers.
ITEM 13. FINANCIAL STATEMENTS
The financial statements and notes thereto as required under ITEM #13 are
attached hereto and found immediately following the text of this Registration
Statement. The audit report of J C R S.A. de C.V., independent Certified
Public Accountants, and Regio Asesores Integrados del Norte S.A. de C.V. is
included herein immediately preceding the financial
* More auditors notes and statements will be added in the future.
Audited Financial Statements
For Fiscal 1997 Ended December 31st
Audited Financial Statements
for the Year Ended December 31, 1998
ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
Not Applicable
<PAGE>30
ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS
(A) Financial Statements
The financial statements and notes thereto as required under ITEM #13 are
attached hereto and found immediately following the text of this Registration
Statement. The audit report of J C R S.A. de C.V., independent Certified
Public Accountants, for the audited financial statements and notes thereto is
included herein immediately preceding the audited financial statements.
(A-1) Audited Financial Statements:
Fiscal 1997 Ended December 31st
Auditor's Report, dated February 9, 1998
Balance Sheet at December 31, 1997
Profit Loss Statement
for the fiscal year ended December 31, 1997
Consolidated Statements of Cash Flows
for the fiscal years ended December 31, 1997 and December 31, 1996
Consolidated Statements of Stockholder's Equity
for the fiscal years ended December 31, 1997 and December 31, 1996
Notes to Financial Statements
(A-2) Interim Financial Statements
Three Months Ended June 30, 1998
Three Months Ended March 31, 1998
Auditors Report,
Dated July 21, 1998
Balance Sheet at June 30, 1998
Balance Sheet at September 30, 1998
Balance Sheet at December 31, 1998
Profit and Loss Statement
for the three months ended December 31,1998
for the three months ended September 30,1998
for the three months ended June 30, 1998
for the three months ended March 31, 1998
Statements of Cash Flow
for the three Months ended June 30, 1998
for the three Months ended March 31, 1998
for the twelve Months ended December 31, 1997
Consolidated Statements of Stockholders' Equity
for the Six Months Ended June 30, 1998
Auditors Report for Year Ending December 31, 1998
Notes to Financial Statements
(B) Index To Exhibits:
3. Corporate Charter/Certificate of Existence/
Articles of Incorporation/By-Laws of the Company......................61
<PAGE>31
4. Instruments Defining Rights of Security Holders.
- Refer to Exhibit No. 3.-
5. Opinion re: Discount on Capital Shares. Not Applicable
6. Opinion re: Liquidation Preference. Not Applicable
7. Voting Trust Agreements. Not Applicable.
8. Material Contracts:
a. Plan and Agreement of Reorganization with Tigershark of Texas, Inc., dated
October 10,1997...............................75
b. Plan of Merger with Crown Gold Companies Group, Ltd. dated October 20,
1997..........................................81
9. Statement re: Computation of EPS. Not Applicable
10. Statement re: Computation of Ratios. Not Applicable
11. Material Foreign Patents. Not Applicable
12. Letter re: Change of Accountant. Not Applicable
21. Subsidiaries of the Registrant........................................86
24. Power of Attorney. Not Applicable
27. Financial Data Schedule. Not Applicable
28. Information from Reports Furnished to State Insurance Regulatory
Authorities. Not Applicable
99. Other Material Documents:
a. Final Form D regarding $1,000,000
Rule 504 private placement, dated 2/5/98........................87
b. Final Form D regarding $5,000,000
Rule 504 terminated private placement, dated 3/20/98............93
c. Consent of Majority of Stockholders dated May 13, 1998.................100
d. Unanimous Consent of Board Of Directors dated 6/9/98...................102
f. Certificate of Name Change ..........................................103
g. Certificate of Existence...............................................104
h. Letter dated January 9, 1998 from the OTC Compliance Unit of the NASD
Regulation, Inc..................................................105
SIGNATURE PAGE.....................................................32
<PAGE>32
SIGNATURE PAGE
Pursuant to the requirements of Section 12g of the Securities Exchange Act of
1934, the Registrant certifies that it meets all the requirements for filing of
Form 10 and has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized.
Great White Marine & Recreation, Inc.
Registrant
April 9, 1999 By: /s/Colin Smith
- -------------------------- -----------------------------
Date Colin Smith President/CEO/Chairman
<PAGE>33
J C R S.A. de C.V.
Certified Public Accountant
Report of Independent Certified Accountants
Board of Directors
Tigershark Enterprises, Inc.
Waco, Texas
We have audited the accompanying balance sheets of Tigershark Enterprises, Inc.
as of December 31, 1997, and the related statements of operations and
stockholders' equity for the same period. Theses financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our merits.
We conducted our audits in accordance with generally accepted auditing
standards. These standards require that we plan and perform the audit to obtain
reasonable assurance about whether the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by the management, as well as believe that our audits
provide a reasonable basis for our opinions.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Tigershark Enterprises, Inc. as
of December 31, 1997, and results of their operations and their cash flows for
the same period, in conformity with generally accepted accounting principles.
JCR S.A. de C.V Certified Public Accountants
/s/John Reyes
John Reyes
Monterrey, N.L.
February 9, 1998
<PAGE>34
TIGERSHARK ENTERPRISES, INC
Balance Sheet As of
December 31, 1997
<TABLE>
<S> <C>
Assets
Current Assets:
Cash on Hand & in Banks $1,250,194.44
Account Receivables 408,946.22
Inventory:
Boats 57,428.92
Trailers 5,974.55
Tigershark Jet Skis 11,110.00
Arctic-Cat ATV 9,684.11
Parts & Accessories 65,353.97
Mercury Oil 18,627.45
Mercury Motors 52,142.95
Fixed Assets:
Real Estate (Schedule) 140,000.00
Automobiles - Number (2) 57,385.00
Deposits & Other Assets:
Guaranty Deposit on Commercial
Lot Monterrey 160,000.00
--------------
Total Assets $2,236,847.61
Liabilities
Current Liabilities:
Notes Payable to Banks 244,974.43
Credit Cards 3,008.46
Taxes Payable 36,454.00
Telephone Lease 1,945.00
Other Account Payables 551.75
--------------
Total Liabilities 286,933.64
Net Worth 1,949,913.97
Total Liabilities and Net Worth --------------
$2,236,847.61
</TABLE>
<PAGE>35
TIGERSHARK ENTERPRISES, INC.
Profit and Loss Statement
For Period Ending December 31, 1997
Audited
<TABLE>
<S> <C>
Income
Total Sales for 12 Months Ending 12/31/97 $14,267,862.87
Less Cost of Goods Sold 11,818,795.13
Gross Profit from Sales 2,449,067.74
--------------
Total Gross Profit 2,449,067.74
Operating Expenses
Travel & Entertainment 30,427.24
Salaries & Commissions 441,536.27
Utilities 4,562.66
Telephone 13,481.35
Car & Truck Expenses 11,216.91
Insurance 15,164.27
Legal Fees & Services 9,435.00
Office Expense 3,817.55
Repairs 2,165.19
Interest 11,301.12
Shows & Advertising 139,246.20
Fees Paid 17,250.00
FICA Taxes 19,654.00
-----------
Total 719,257.76
Depreciation Expense
Company Vehicles 7,457.04
Demo Boat Rigs 5,591.27
Warehouse & Office - Monterrey 4,628.50
Warehouse & Office - Waco 4,457.04
-----------
Total 22,133.85
Less Total Expense $741,391.61
Net Operating Profit $1,707,676.13
</TABLE>
<PAGE>36
J C R S.A. de C.V.
Certified Public Accountant
Report of Independent Certified Accountants
Board of Directors
Tigershark Enterprises, Inc.
Waco, Texas
We have audited the accompanying balance sheets of Tigershark Enterprises, Inc.
as of March 31, 1998, and the related statements of operations and stockholders
equity for the same period. Theses financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statements based on our merits.
We conducted our audits in accordance with generally accepted auditing
standards. These standards require that we plan and perform the audit to obtain
reasonable assurance about whether the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by the management, as well as believe that our audits
provide a reasonable basis for our opinions.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Tigershark Enterprises, Inc. as
of March 31, 1998, and results of their operations and their cash flows for the
same period, in conformity with generally accepted accounting principles.
JCR S.A. de C.V Certified Public Accountants
/s/John Reyes
John Reyes
Monterrey, N.L.
April 20, 1998
<PAGE>37
TIGERSHARK ENTERPRISES, INC.
Balance Sheet as of
March 31, 1998
Audited
<TABLE>
<CAPTION>
<S> <C>
Assets
Current Assets:
Cash on Hand & in Banks $ 722,361.43
Account Receivables 421,435.92
Inventory:
Boats 643,568.92
Trailers 32,491.73
Tigershark Jet Skis 128,745.00
Arctic-Cat ATV 88,256.00
Parts & Accessories 94,739.12
Mercury Oil 58,233.20
Mercury Motors 478,565.00
Cruisers Yachts 432,803.57
Fixed Assets:
Real Estate (Schedule) 140,000.00
Automobiles - Number (2) 55,725.08
Deposits & Other Assets:
Guaranty Deposit on Commercial
Lot Monterrey 160,000.00
Capital Stock 200,000 Shares
Tigershark Enterprises, Inc. 204,000.00
-------------
Total Assets $3,660,924.61
Current Liabilities:
Notes Payable to Banks 188,745.21
Credit Cards Payable 6,578.83
Other Account Payables 1,219.74
Total Liabilities 196,543.78
Net Worth 3,464,380.83
--------------
Total Liabilities & Net Worth $3,660,924.61
</TABLE>
<PAGE>38
TIGERSHARK ENTERPRISES, INC.
Profit & Loss Statement
For Period ending March 31, 1998
<TABLE>
<CAPTION>
<S> <C>
Income
Total Sales for 3 months ending 3/31/98 $5,348,764.92
Less cost of Goods Sold 4,312,509.59
Gross Profit from Sales 1,036,265.33
--------------
Total Gross Profit 1,036,265.33
Operating Expenses
Travel & Entertainment 7,169.23
Salaries & Commissions 124,384.75
Utilities 1,129.18
Telephone 4,356.19
Car & Truck Expenses 2,945.21
Insurance 1,471.35
Legal Fees & Services 3,200.00
Office Expense 8,455.27
Repairs 155.00
Interest 4,869.28
Shows & Advertising 12,698.42
Freight 22,745.65
Fees Paid 1,654.49
FICA Taxes 5,163.62
Estimated Income Tax 110,000.00
--------------
Total 310,397.64
Depreciation Expense
Company Vehicles 1,659.92
Demo Boat Rigs 1,459.57
Warehouse & Office - Monterrey 1,268.34
Warehouse & Office - Waco 1,392.11
--------------
Total 5,779.94
Less Total Expenses 316,177.58
--------------
Net Operating Profit $ 720,077.75
</TABLE>
<PAGE>39
JCR S.A. de C.V.
Certified Public Accountant
REPORT OF INDEPENDENT CERTIFIED ACCOUNTANTS
Board of Directors
Great White Marine & Recreation, Inc.
Waco, Texas
We have audited the accompanying balance sheets of Great White Marine &
Recreation, Inc. as of June 30, 1998, and the related statements of operations
and stockholders' equity for the same period. Theses financial statements are
the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our merits.
We conducted our audits in accordance with generally accepted auditing
standards. These standards require that we plan and perform the audit to obtain
reasonable assurance about whether the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by the management, as well as believe that our audits
provide a reasonable basis for our opinions.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Great White Marine &
Recreation, Inc. as of June 30, 1998, and results of their operations and their
cash flows for the same period, in conformity with generally accepted accounting
principles.
JCR S.A. de C.V Certified Public Accountants
/s/John Reyes
John Reyes
Monterrey, N.L.
July 21, 1998
<PAGE>40
GREAT WHITE MARINE & RECREATION, INC.
Balance Sheet
As of June 30, 1998
AUDITED
<TABLE>
<CAPTION>
<S> <C>
ASSETS
Current Assets
Checking/Savings
Cash $1,666,830.34
-------------
Total Checking/Savings 1,666,830.34
Accounts Receivable
Accounts Receivable 291,902.36
-------------
Total Accounts Receivable 291,902.36
Other Current Assets
Inventory
Boats 504,814.72
Cruisers Yacht 714,235.57
Mercury Motors 531,318.00
Mercury Oil 89,957.73
Parts & Accessories 151,577.33
Polaris ATV 143,660.00
Polaris Jet Ski 46,320.00
Trailers 87,355.10
-------------
Total Inventory 2,269,228.45
Total Other Current Assets 2,269,228.45
-------------
Total Current Assets 4,227,961.15
Fixed Assets
Assets
Automobiles 110,570.74
Real Estate 140,000.00
-------------
Total Fixed Assets 250,570.74
Other Assets
Deposits & other Assets
Capital Stock 1,127,000.00
Guaranty Deposit on Real Estate 160,000.00
-------------
Total Other Assets 1,287,000.00
Total Assets 5,765,531.89
Liabilities & Equity
Liabilities
Current Liabilities
Accounts payable
Credit Cards Payable 8,714.23
Notes Payable to Bank 145,120.55
Other Accounts Payable 2,684.62
------------
Total Accounts payable 156,519.40
Total Liabilities 156,519.40
Equity
Net Worth 4,398,924.29
Net Income 1,230,088.20
Total Equity 5,629,012.49
Total Liabilities & Equity 5,785,531.89
</TABLE>
<PAGE>41
GREAT WHITE MARINE & RECREATION, INC.
Profit And Loss
April through June 1998
AUDITED
<TABLE>
<CAPTION>
<S> <C>
ORDINARY INCOME/EXPENSE
Income
TOTAL SALES 9,674,565.23
Total Income 9,674,565.23
Cost of Goods Sold 8,062,137.69
Total COGS 8,062,137.69
------------
GROSS PROFIT 1,612,427.54
EXPENSES
Car & Truck/Vehicle Expense 3,362.46
Depreciation Expense
Company Vehicles 1,648.75
Demo Boat Rigs 1,671.26
Warehouse & Office-Monterrey 1,268.34
Warehouse & Office-Waco 1,276.90
------------
Total Depreciation Expense 5,865.25
Fees Paid 865.00
Freight 16,883.31
Insurance
Insurance-Other 3,517.28
------------
Total Insurance 3,517.28
Interest Expense
Interest Expense-Other 4,214.11
------------
Total Interest Expense 4,214.11
Office Expense 1,235.20
Professional Fees
Legal Fees 11,654.00
------------
Total Professional Fees 11,654.00
Repairs
Repairs-Other 268.10
------------
Total Repairs 268.10
Salaries and Commissions 156,352.16
Shows and Advertising 13,754.24
Taxes
Federal 140,000.00
Payroll Taxes Paid (FICA) 5,345.18
------------
Total Taxes 145,345.18
Telephone 5,118.74
Travel & Entertainment
Travel & Entertainment-Other 12,427.98
------------
Total Travel & Entertainment 12,427.98
Utilities
Utilities-Other 1,476.33
------------
Total Utilities 1,476.33
TOTAL EXPENSES 382,339.34
------------
NET ORDINARY INCOME 1,230,088.20
NET INCOME 1,230,088.20
</TABLE>
<PAGE>42
CONSOLIDATED STATEMENT OF CASH FLOWS
For the Quarter Ending March 31, 1998
Cash flows from Operating Activities
Net Income $ 720,078.00
Increase in Accounts Receivable $ (12,490.00)
Increase in Inventory $1,737,080.00
Decrease in Accounts Payable $ (90,390.00)
Net Cash Provided by Operating Activities $(1,119,882.00)
Cash flows from Investing Activities
Decrease in Fixed Assets $ (1,660.00)
Net Cash used in Investing Activities $ (1,660.00)
Cash Flows from financing Activities
Repurchase of Common Stock $ (204,000.00)
Proceed from issuing common Stock $ 794,389.00
Net Cash Provided by Financing Activities $ 590,389.00
NET DECREASE IN CASH $ (531,153.00)
<PAGE>43
GREAT WHITE MARINE & RECREATION, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
For the Quarter Ending June 30, 1998
Cash flows from Operating Activities
Net Income $1,230,088.00
Decrease in Account Receivable $ 129,534.00
Increase in Inventory $ (311,826.00)
Decrease in Accounts Payable $ (40,024.00)
Net Cash provided by Operating Activities $ 1,007,772.00
Cash Flow from Investing Activities
Payment for Purchase of Fixed Assets $ (54,846.00)
Net Cash Used in Investing Activities $ (54,846.000)
Cash Flows from Financing Activities
Repurchase Common Stock $ (923,000.00)
Proceeds from issuing common stock $ 934,543.00
Net cash Provided by Financing Activities $ 11,543.00
NET INCREASE IN CASH $ 964,469.00
<PAGE>44
GREAT WHITE MARINE AND RECREATION, INC.
CONSOLDATED STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY
For the six months ending June 30, 1998
<TABLE>
<CAPTION>
Common Stock Treasury Stock Additional Retained TotalNet
Shares Amount Shares Amount Paid-in- Earnings Worth
Capital
<S> <C> <C> <C> <C> <C> <C> <C>
Issued
& Outstanding
at 12/31/97
7,133,00 0 $1,988,312
Retained Earnings
At 12/31/97 $(38,398)
Total Net Worth
At 12/31/97 1,949914
Earnings 1st
Quarter $720,078
Earnings 2nd
Quarter $1,230,088
Shares
Issues Through
6/30/98 1,230,000 0 $1,728,932
Total Additional
Paid in Capital $3,717,244
Total
Shares
Outstanding
As of
6/30/98 8,363,000 0
Total Retained
Earnings as of
6/30/98 $1,911,768
Net Worth
As of
6/30/98 5,629012
</TABLE>
<PAGE>45
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1998
1. DESCRIPTION OF BUSSINESS AND ORGANIZATION
Great White Marine & Recreation, Inc., headquartered in Waco, Texas, is an
international distribution company of marine watercraft and recreational
vehicles and related products through its network of dealers extending from the
Southwestern United States in Mexico, Central America, South America, and the
Caribbean. The company has aggressively positioned itself to take full
advantage of the North American Free Trade Agreement (NAFTA) to profit from
existing and newly created opportunities in the huge marine and recreational
vehicle marketplace. The company has an existing sales, service and warehouse
facility in Monterrey, Mexico, and is building a new 30,000 square foot
facility, which will be three times larger than its existing facility. This new
site will serve as headquarters for Great White Marine de Mexico, a 100% wholly
owned subsidiary, and will include a retail showroom, administrative offices,
and warehouse for all product lines. This new facility will be the largest
marine and recreational facility in Mexico. In the very near future, Great
White Marine will also open an office and warehouses near the Port of Miami to
distribute its product lines to the Caribbean and South America.
Great White Marine & Recreation, Inc., is heavily involved in the
marketing methodology known as 'channel sales.' The 'channel' begins when the
manufacturer sells its product to the distributor, Great White Marine &
Recreation, Inc., Great White then sells it at a markup to a re-seller or dealer
who in turn sells to the end use consumer with another markup. Great White is
responsible for maintaining appropriate inventory levels and product volume to
support its own network of dealers. Great White can also offer its dealers
wholesale and retail financing. The company has an extensive product line
ranging from basic engine oils and lubricants to complete custom fitted luxury
yachts. Brand names distributed by Great White include Mercury(TM) outboard
motors and Mercury Quicksilver(TM) two-cycle engine oil, Polaris(TM) personal
watercraft (PWC's) and all-terrain vehicles (ATV's), Fisher(TM) ski and fishing
boats, Pursuit(TM) boats, Chaparral(TM) boats, Sea-Pro(TM) boats, and
Cruiser(TM) Yachts.
The company and it's predecessors have been in business for seventeen (17)
years and has shown consistent revenue growth. Great
<PAGE>46
White Marine & Recreation, Inc., reflects the recent name change on May 28,
1998, from the predecessor company, Tigershark Enterprises, Inc.. Management
felt the name change was necessary to more accurately reflect marine and
recreation product lines and to disassociate itself from any one product line.
Tigershark Enterprises, Inc., was incorporated in Nevada on October 8,
1997. Thereafter Tigershark Enterprises, Inc., completed a reverse merger
transaction with an inactive public company. The Crown gold Companies Group
Ltd., on October 24, 1997. A reverse merger occurs when an inactive public
company acquires 100% of an active private business. Once the transaction is
completed the two companies become a single company that maintains the identity
of the active private company while enjoying the benefits of the inactive public
company. Reverse mergers are very popular with a minimum of red tape with
securities regulators and can be completed at a substantially reduced cost.
The company commenced trading on the OTC Bulletin Board on January 9, 1998
under the ticker symbol 'TGSK.' There are several primary reasons for
management's decision to have a public offering. These include: (1) maximize
shareholder value and liquidity; (2) embark upon an aggressive expansion
program; (3) greater availability and accessibility of financing sources and
opportunities. Since going public, Great White Marine & Recreation, Inc., has
continued its dramatic growth and has fulfilled its stated objectives.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements included the accounts of the Company
and its wholly owned subsidiary, Great White Marine de Mexico. Financial
Statements are denominated in U.S. Dollars. Intercompany transactions have been
eliminated.
REVENUE RECOGNITION
The Company operates under the accrual basis of accounting and recognizes
revenue when the earning process is virtually complete and an exchange
transaction has occurred. The accrual process accurately matches the revenues
earned during the period with the expenses incurred during that period and gives
rise to the accounts receivable and accounts payable detailed on the balance
sheet.
<PAGE>47
CONCENTRATION OF CREDIT RISK ARISING FROM CASH DEPOSITS IN EXCESS OF
INSURED LIMITS - CASH ON HAND & IN BANKS
As of the reporting date of June 30, 1998, management reports Cash on Hand
& in Banks of $1,686,830.34. These moneys are deposited in First Waco National
Bank in Waco, Texas in the amount of $1,611,543.43 and $55,286.91 in Monterrey,
Mexico. The balance in these accounts change on a daily basis depending upon
the needs of the business. The balance in the Waco Bank are insured by the
Federal Deposit Insurance Corporation up to $100,000.00, while there is no
insurance protection in the Mexican Bank. As of June 30, 1998, the Company's
uninsured cash balance totals of $1,586,830.34.
INVENTORY
Inventory is valued at cost and no depreciation expense is taken on
inventory items. Inventory is maintained at the warehouse facilities in Waco,
Texas and Monterrey, Mexico, which is then sold and sent to its' dealers for
ultimate sale to the end-use consumers. The company also maintains demonstrator
boats which are effectively used for sales purposes and the requisite
depreciation expense is charged against the income generated during the
reporting cycle. Periodically, these demonstrator boats are sold and the
resultant income is recorded in the financial statements.
DEPRECIATION
Property and Equipment are stated at cost. Depreciation is computed on
the straight-line method for financial statement purposes. The estimated useful
life for demonstration boats and company vehicles is three (3) years while the
depreciable life for the warehouses and office space is ___ years.
INCOME (LOSS) PER SHARE/EARNINGS PER SHARE
Great White Marine & Recreation has a simple capital structure since it
consists only of common stock and includes no potentially dilutive convertible
securities, warrants options, or other rights, which if exercised could have a
dilutive effect. Income (Loss) per share and/or earnings per share as of June
30, 1998 is computed as follows:
Net Income $1,230,088 = .15 earnings per share
----------
Shares Outstanding 8,363,000 (.147 eps)
ESTIMATES AND ASSUMPTIONS
Management uses estimates and assumptions in preparing financial
statements in accordance with generally accepted accounting
<PAGE>48
principals. Those estimates and assumptions affect the reported amount of
assets, liabilities, revenue, expenses, gains and losses, and also disclosures
about contingent assets and liabilities. Actual results may vary from estimates
and assumptions that were used in preparing the financial statements.
CURRENT LIABILITIES
Management reports three (3) categories of current liabilities and no
long-term debt as of the reporting date of June 30, 1998. These current
liabilities include:
Note payable Principles. Those estimates and assumptions affect the
reported amount of assets, liabilities, revenue, expenses, gains and losses, and
also disclosures about contingent assets and liabilities. Actual results may
vary from estimates and assumptions that were used in preparing the financial
statements.
Current Liabilities
Management reports three (3) categories of current liabilities and no
long-term debt as of the reporting date of June 30, 1998. These current
liabilities include:
Note payable to Bank - $145,220.55 which represents the building in Waco
note and the balance on the line of credit at First Waco National Bank in Waco,
Texas.
Credit Cards Payable - $8,714.23 which represents expenses recorded but
not yet paid as of the reporting date. All sales personnel have Corporate
American Express Credit Cards. These credit cards are used for travel expenses.
Other Accounts Payable - $2,684.62 which represents miscellaneous office
supplies and expenses which have been recorded but not yet paid as of the
reporting date.
3. ACCOUNTS RECEIVABLE.
Great White Marine & Recreation, Inc., has a strong group of dealers located
throughout Texas, Louisiana, Oklahoma, and Mexico, and is able to provide
financing to these dealers at very favorable terms. Typically, with approved
credit, Great White Marine requires 30% down from dealers with the full balance
due within 60 days. Since most of its' customers are high volume marine
products dealers and marinas there is generally no problem with collections and
most of its customers maintain credit balances. Great White Marine does not
record an allowance for doubtful accounts. At the reporting date of June 30,
1998, accounts receivable consisted of the following:
Marine Del Norte $126,452.00
Aqua Tours $102,658.15
Moto De Nautica, Guadalajara $ 62,792.21
4. FAIR VALUES OF FINANCIAL INSTRUMENTS
The Company estimates that the fair value of all financial instruments at June
30, 1998, does not differ materially from the aggregate carrying values of its
financial instruments recorded in the accompanying balance sheets.
5. FIXED ASSETS
Real Estate and Transport Equipment
The Real Estate and transport Equipment are valued at cost and at June 30,.
1998, consisted of the Following:
Real Estate in Waco, Texas
Commercial Warehouse & Office $140,000.00
Transport Equipment
Automobiles (2) $110,570.74
6. DEPOSITS & OTHER ASSETS
As of June 30, 1998, the balance sheet disclosed the following items:
Guaranty Deposit on Commercial
Lot, Monterrey, Mexico $160,000.00
Capital Stock 200,000 Shares
Tigershark Enterprises, Inc. $1,127,000.00
The Guaranty Deposit in Monterrey, Mexico, is a site identified for the
warehouse and distribution facility. Management felt that its; stock was
substantially undervalued in the marketplace and so it participated in a stock
buy-back to bolster and maintain the stock price and maximize shareholders
value.
7. TAXES
During the 1st Quarter of 1998, the company paid $110,000 for estimate income
taxes for the period. This income tax expense was computed and approximately
15% of the earnings generated during the 1st quarter ending March 31st, 1998.
During the 2nd Quarter of 1998, management paid $140,000.00 for estimate income
taxes for the period. This income tax expense was computed at approximately
11.5% of the earning generated during the 2nd Quarter ending June 30, 1998.
Management plans and expects to pay income taxes at a higher percentage during
subsequent quarters.
8. COMMON STOCK
On December 31, 1998, the company had 7,133,000 shares of outstanding common
stock. Throughout the 1st and 2nd Quarter of 1998, the company had 8,363,000
shares of outstanding common stock.
<PAGE>49
GREAT WHITE MARINE & RECREATION, INC.
Profit and Loss
July through September 1998
AUDITED
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Jul-Sep '98
Ordinary Income/Expense
Income
TOTAL SALES 6,148,624.34
Total Income 6,148,624.34
Cost of Goods Sold
Cost of Goods Sold 4,734,437.74
Total COGS 4,734,437.74
Gross Profit 1,414,186.60
Expense
Car & Truck/Vehicle Expense 4,799.80
Depreciation Expense
Company Vehicles 4,421.62
Demo Boat Rigs 2,146.92
Warehouse & Office-Monterrey 1,268.34
Warehouse & Office-Waco 1,276.90
Total Depreciation Expense 9,113.78
Freight 59,258.37
Insurance
Insurance - Other 6,645.17
Total Insurance 6,645.17
Interest Expense
Interest Expense - Building & Credit Line Bank One 3,523.60
Total Interest Expense 3,523.60
Office Expense 8,174.64
Professional Fees
Other Fees 46,600.25
Legal Fees 48,799.00
Total Professional Fees 95,399.25
Repairs 330.34
Salaries and Commissions 128,484.80
Shows and Advertising 7,235.00
Taxes
Export Taxes 50,983.32
Federal 100,000.00
Payroll Taxes Paid (FICA) 28,110.14
Total Taxes 179,093.46
Telephone 9,280.72
Travel & Entertainment
Travel & Entertainment - Other 68,742.66
Total Travel & Entertainment 68,742.66
Utilities
Utilities - Other 1,733.63
Total Utilities 1,733.63
Total Expense 581,815.22
Net Ordinary Income 832,371.38
Net Income 832,371.38
</TABLE>
<PAGE>50
GREAT WHITE MARINE & RECREATION, INC.
Balance Sheet
As of September 30, 1998
Audited
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
ASSETS Sep 30, '98
Current Assets
Checking/Savings
CASH 3,874,998.17
Total Checking /Savings 3,874,998.17
Accounts Receivable
ACCOUNTS RECEIVABLE 386,722.19
Total Accounts Receivable 386,722.19
Other Current Assets
INVENTORY
BOATS 281,834.41
CRUISERS YACHT 1,422,386.30
MERCURY MOTORS 674,961.47
MERCURY OIL 42,492.34
PARTS & ACCESSORIES 168,327.59
POLARIS ATV 475,465.44
POLARIS JET SKI 26,688.00
TRAILERS 86,475.00
TRAVEL TRAILERS 101,667.40
Total INVENTORY 3,280,297.95
Total Other Current Assets 3,280,297.95
Total Current Assets 7,542,018.31
Fixed Assets
FIXED ASSETS
AUTOMOBILES 151,975.00
REAL ESTATE 351,000.00
Total FIXED ASSETS 502,975.00
Other Assets
DEPOSITS & OTHER ASSETS
CAPITAL STOCK 858,943.00
SECURITY DEPOSIT ON REAL ESTATE 13,844.70
Total DEPOSITS & OTHER ASSETS 872,787.70
Total Other Assets 872,787.70
TOTAL ASSETS 8,917,781.01
LIABILITIES & EQUITY
Liabilities
Current Liabilities
ACCOUNTS PAYABLE
CREDIT CARDS PAYABLE 2,219.65
NOTES PAYABLE TO BANK 124,609.52
OTHER ACCOUNTS PAYABLE 60,723.27
Total Accounts Payable 187,552.44
Total Current Liabilities 187,552.44
Total Liabilities 187,552.44
Equity
NET WORTH 7,897,857.19
Net Income 832,371.38
Total Equity 8,730,228.57
TOTAL LIABILITIES & EQUITY 8,917,781.01
</TABLE>
<PAGE>51
GREAT WHITE MARINE & RECREATION, INC.
Profit and Loss
October through December 1998
AUDITED
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Oct. - Dec. '98
Ordinary Income/Expense
Income
TOTAL SALES 4,454,708.32
Total Income 4,454,708.32
Cost of Goods Sold
Cost of Goods Sold 3,487,514.41
Total COGS 3,487,514.41
Gross Profit 967,193.91
Expense
Car & Truck/Vehicle Expense 3,615.43
Depreciation Expense
Company Vehicles 4,421.62
Demo Boat Rigs 2,146.92
Warehouse & Office-Monterrey 1,268.34
Warehouse & Office-Waco 1,276.90
Total Depreciation Expense 9,113.78
Freight 38,651.18
Insurance 6,631.27
Interest Expense - Building & Credit Line Bank One 3,523.60
Office Expense 1,255.72
Professional Fees
Other Fees 1,640.00
Legal Fees 25,000.00
Total Professional Fees 26,640.00
Repairs 616.83
Salaries and Commissions 132,743.18
Shows and Advertising 4,864.21
Taxes
Export Taxes 14,658.19
Federal 150,000.00
Payroll Taxes Paid (FICA) 31,743.68
Total Taxes 196,401.87
Telephone 7,837.21
Travel & Entertainment 22,676.59
Utilities 1,964.27
Total Expense 456,535.14
Net Ordinary Income 510,658.77
Net Income 510,658.77
</TABLE>
<PAGE>52
GREAT WHITE MARINE & RECREATION, INC.
Balance Sheet
As of December 31, 1998
Audited
<TABLE>
<CAPTION>
<S> <C> <C> <C>
ASSETS Dec 31, '98
Current Assets
Checking/Savings
CASH 2,731,963.42
Total Checking /Savings 2,731,963.42
Accounts Receivable
ACCOUNTS RECEIVABLE 418,507.19
Total Accounts Receivable 418,507.19
Other Current Assets
INVENTORY
BOATS - NEW 279,745.55
BOATS - USED 185,650.00
CRUISERS YACHT 1,568,229.00
MERCURY MOTORS 684,361.28
MERCURY OIL 161,265.90
PARTS & ACCESSORIES 258,442.37
POLARIS ATV 823,476.92
POLARIS JET SKI 265,780.00
TRAILERS 62,670.00
TRAVEL TRAILERS 192,328.18
Total INVENTORY 4,481,949.20
Total Other Current Assets 4,481,949.20
Total Current Assets 7,632,419.81
Fixed Assets
FIXED ASSETS
AUTOMOBILES 147,553.38
REAL ESTATE 525,000.00
Total FIXED ASSETS 672,553.38
Other Assets
DEPOSITS & OTHER ASSETS
CAPITAL STOCK 1,050,000.00
SECURITY DEPOSIT ON REAL ESTATE 13,844.70
Total DEPOSITS & OTHER ASSETS 1,063,844.70
Total Other Assets 1,063,844.70
TOTAL ASSETS 9,368,817.89
LIABILITIES & EQUITY
Liabilities
Current Liabilities
ACCOUNTS PAYABLE
CREDIT CARDS PAYABLE 38,845.87
NOTES PAYABLE TO BANK 100,064.80
OTHER ACCOUNTS PAYABLE 95,654.70
Total Accounts Payable 234,565.37
Total Current Liabilities 234,565.37
Total Liabilities 234,565.37
Equity
NET WORTH 8,623,593.75
Net Income 510,658.77
Total Equity 9,134,252.52
TOTAL LIABILITIES & EQUITY 9,368,817.89
</TABLE>
<PAGE>53
rain (logo) regio asesores
integrados
del norte
s.a. de c.v.
asesoria fiscal contable,
finaciera, equipos y
systemas de computo
Report of Certified Independent Accountants
BOARD OF DIRECTORS
TIGERSHARK ENTERPRISES, INC. / GREAT WHITE MARINE S.A. DE C.V.
WACO, TEXAS
WE HAVE PREPARED THE ACCOMPANYING BALANCE SHEETS OF TIGERSHARK
ENTERPRISES, INC./GREAT WHITE MARINE S.A. DE C.V., AS DECEMBER 31, 1998 AND THE
RELATED STATEMENTS OF OPERATIONS AND STOCKHOLDERS EQUITY FOR THE SAME PERIOD.
THESE FINANCIAL STATEMENTS ARE THE RESPONSIBILITY OF THE COMPANY'S MANAGEMENT.
OUR RESPONSIBILITY IS TO EXPRESS AN OPINION ON THESE FINANCIAL STATEMENTS BASED
ON OUR MERITS.
THESE FINANCIAL STATEMENTS WERE PREPARED IN ACCORDANCE WITH GENERALLY
ACCEPTED ACCOUNTING STANDARDS IN CONJUNCTION WITH INTERNATIONAL ACCOUNTING
STANDARDS AS DICTATED BY THE INTERNATIONAL ACCOUNTING STANDARDS COMMITTEE.
THESE STANDARDS REQUIRE THAT WE PLAN AND REPORT ACCOUNTING TRANSACTIONS TO
OBTAIN REASONABLE ASSURANCE ABOUT WHETHER THE FINANCIAL STATEMENTS ARE FREE OF
MATERIAL MISSTATEMENT. THE PREPARATION INCLUDES EXAMINING ON A TEST BASIS,
EVIDEDNCE SUPPORTING THE AMOUNTS AND DISCLOSURES IN THE FINANCIAL STATEMENTS.
IT ALSO INCLUDES ASSESSING THE ACCOUNTING PRINCIPLES USED AND SIGNIFICANT
ESTIMATES MADE BY THE MANAGEMENT, AS WELL AS EVALUATING THE OVERALL FINANCIAL
STATEMENT PRESENTATION. WE BELIVE THAT OUR PREPARATION AND EXAMINATION PROVIDE
A REASONABLE BASIS FOR OUR OPINIONS.
IN OUR OPINION, THE FINANCIAL STATEMENT REFERRED TO ABOVE PRESENT FAIRLY,
IN ALL MATERIALS RESPECTS, THE FINANCIAL POSITION OR TIGERSHARK ENTERPRISES,
INC./GREAT WHITE MARINE S.A. DE C.V. AS OF DECEMBER 31, 1998 AND RESULTS OF
THEIR OPERATIONS AND THEIR CASH FLOWS FOR THE SAME PERIOD, IN CONFORMITY WITH
GENERALLY ACCEPTED ACCOUNTING PRINCIPLES AND INTERNATIONAL ACCOUNTING STANDARDS.
/S/JOSE OPE BERLANGA ROCHA
C.P. JOSE OPE BERLANGA ROCHA
MINA SUR 724
ENTRE MATAMOROS Y ALLENDE
TEL. 342.55.61
MONTERREY, N.L
<PAGE>54
- --------------------------------------------------------------------------------
TIGERSHARK-GREAT WHITE MARINE, INC.
208 OTIS DRIVE R.F.C.: USA-MEX
WACO, TEXAS, 76712 REG.EDO.:
31-MAR-99 BALANCE GENERAL PAGE 1
- --------------------------------------------------------------------------------
<TABLE> BALANCE SHEET DECEMBER 31 - 1998
A C T I V E %
----------- -
<CAPTION>
<S> <C> <C> <C>
ASSET ACCOUNTS
CURRENT ASSETS:
GENERAL CASH
CASH BASIS 504.54 0
PETTY CASH 50.45 0
PETTY CASH PUERTO VALLARTA 201.82 0
------------- ---
756.81 0
B A N K S:
BANK BITAL, S.A.PESOS.-5473 2,227,457.29 21
BANK BITAL, S.A., DLLS.-9426- 38,966.07 0
BANK BITAL, S.A.PESOS.-5326- 893.45 0
BANK BANCREESER,S.A.PESOS-5441- 1.27 0
BANKS DLLS., WACO, TEXAS 380,039.01 0
BANK BITAL, S.A.PESOS G.W.M. 72,546.48 0
BANK BITAL, S.A.DLLS. G.W.M. 13,856.24 0
BANK BITAL PESOS PTO.VALLARTA -3,448.78 0
BANK BITAL, DLLS.PTO.VALLARTA 895.58 0
C U S T O M E R S:
MARINA DEL NORTE, S.A. DE C.V. 21,167.72 0
SUKIMAZ, S.A. DE C.V. 7,217.47 0
SUZUKI-SUKIMICH, S.A. DE C.V. 8,505.77 0
SUKI-LAND, S.A. DE C.V. 8,293.56 0
SUKIMOTO VICTORIA, S.A. DE C.V. 8,731.61 0
MARINE SERVICE CENTER CANCUN SA 10,266.31 0
SR.DAVID A. COLYER ZAMBRANO 11,684.04 0
MOTO MUNDO DE PUEBLA,S.A. DE C.V. 13,357.61 0
EUROMOTO DE LEON S.A. DE C.V. 44,313.65 0
SINTERMOVIL, S.A. DE C.V. 9,814.46 0
ING. JUAN ANTONIO KANE SOLIS 200,173.32 2
SR. CARLOS ANDRES BUSTAMANTE M 227,151.26 2
HUBELL, S.A. DE C.V. 756.81 0
JUAN MACIAS MARTNEZ 13,112.22 0
BODEGA DE PRODUCTOS INTERNAC. 82.74 0
RODOLFO MARTINEZ 2,294.22 0
JUDEL CONSTRUCCIONES, SA DE CV. 52.77 0
------------- --
AMOUNT: 586,975.54 6
TAX RECEIVABLE: (IN MEXICO IVA)
TAX RECEIVABLE TO 15% (I.V.A.) 77,938.03 1
TAX RECEIVABLE IN CUSTOM HOUSE 264,252.19 3
------------- --
AMOUNT: 342,190.22 3
I N V E N T O R Y:
</TABLE>
- --------------------------------------------------------------------------------
TODAS LAS CUENTAS DE BALANCE AL NIVEL DE DETALLE: 8 AL PERIOD 12.
- --------------------------------------------------------------------------------
<PAGE>55
- --------------------------------------------------------------------------------
TIGERSHARK-GREAT WHITE MARINE,INC.
208 OTIS DRIVE R.F.C.: USA-MEX
WACO, TEXAS, 76712 REG.EDO.:
31-MAR-99 BALANCE GENERAL PAGE 2
- --------------------------------------------------------------------------------
<TABLE> BALANCE SHEET DECEMBER 31 - 1998
<CAPTION>
<S> <C> <C> <C>
TRAVEL TRAILERS 192,328.18 2
MERCURY MOTORS 684,361.28 7
POLARIS JET SKI 265,780.00 3
TRAILERS 62,670.00 1
POLARIS ATV 823,476.92 8
BOATS NEW 279,745.55 3
CRUISERS YACHTS 1,568,229.00 15
BOATS USED 185,650.00 2
------------- --
AMOUNT: 4,062,240.93 39
DEPOT: PARTS, ACCESSORIES & OIL
PARTS & ACCCESORIES 258,442.37 3
MERCURY OIL 161,265.90 2
------------- --
AMOUNT 419,708.27 4
------------- --
TOTAL CURRENT ASSETS: 8,143,078.38 78
FIXED ASSETS:
EQUIPMENT WORKSHOP:
EQUIPMENT AND MARINE TOOLS 7,467.20 0
------------- ---
AMOUNT: 7,467.20 0
OFFICE EQUIPMENT:
GENERAL OFFICE EQUIPMENT 39,571.85 0
------------- ---
39,571.85 0
TRANSPORT EQUIPMENT:
1-TRUCK PICKUP FORD LOBO -0498 19,874.52 0
1-TRUCK PICKUP FORD LOBO -0598 20,738.82 0
1-AUTOMOBILE VW BEETLE 98-0698 15,794.32 0
AUTOMOBILES, WACO, TEXAS 35,476.39 0
2-LOAD MACHINE : POMPANO-WACO 43,990.00 0
1-LOAD MACHINE : DEAWOO-MTY. 23,873.00 0
1-STATION WAGON CHEVR.SUB.1998 23,311.43 0
1-TRUCK LOAD FORD 1998 - 0798 34,506.65 0
25% LESS ALOWANCE FOR DEPRECI -17,846.19 0
------------- --
AMOUNT 199,718.94 2
COMPUTER EQUIPMENT & PRINTERS:
COMPUTER EQUIPMEN IN NET 62,018.16 1
------------- ---
AMOUNT: 62,018.16 1
REAL ESTATE:
BUILDING MONTERREY, MEXICO 450,000.00 4
WAREHOUSE & OFFICE IN WACO, TX 319,330.30 3
OFFICES IN PUERTO VALLARTA 140,000.00 1
5% LESS ALLOWANCE FOR DEPRECIA -45,466.50 0
------------- --
AMOUNT 863,863.80 1
- --------------------------------------------------------------------------------
TODAS LAS CUENTAS DE BALANCE AL NIVEL DE DETALLE: 8 AL PERIODO 12.
- --------------------------------------------------------------------------------
<PAGE>57
- --------------------------------------------------------------------------------
TIGERSHARK-GREAT WHITE MARINE, INC.
208 OTIS DRIVE R.F.C.: USA-MEX
WACO, TEXAS, 76712 REG.EDO.:
31-MAR-99 BALANCE GENERAL PAGE 3
- --------------------------------------------------------------------------------
BALANCE SHEET DECEMBER 31 - 1998
TOTAL FIXED ASSESTS 1,172,639.95 11
DEFFERED ASSETS:
DEPOSITS & OTHER ASSESTS:
RENTAL ADVANCE DEPOSIT 4,288.60 0
COMMERCIAL LOT IN MONTERREY, MX 9,556.10 0
------------- ---
13,844.70 0
CAPITAL STOCK SHARES & VALUE
GREAT WHITE MARINE & RECREATIO 1,050,000.00 10
------------- ---
AMOUNT: 1,050,000.00 10
------------- ---
TOTAL DEFFERED ASSETS: 1,063,844.70 10
------------- --
TOTAL ASSETS: 10,379,563.70 100
P A S I V E & C A P I T A L %
----------------------------- --
LIABILITIES:
CURRENT LIABILITIES:
DIVERSE CREDITOR:
CREDIT CARDS PAYABLE WACO, TX 38,845.67 0
MR. COLIN SMITH, WACO, TX 95,654.70 1
------------- ---
AMOUNT: 134,500.37 1
BANKS LOANS SHORT TERM:
BANKS LOANS IN WACO, TX 100,064.80 1
------------- --
TOTAL CURRENT LIABILITIES: 234,565.17 2
------------- --
TOTAL LIABILITIES: 234,565.17 2
C A P I T A L:
CAPITAL STOCK:
SHAREHOLDERS 10,090.81 0
WORKING CAPITAL: 5,147,056.61 50
------------- ---
5,157,147.42 50
CAPITAL ADVANCES:
SHAREHOLDERS 239,621.69 2
------------- ---
AMOUNT: 239,621.69 2
LOSS AND EARNINGS:
ACCUMULATIVE EANINGS, 1997 1,707,676.13 16
EXERCISE PROFIT IN 1998 3,040,552.62 29
------------- ---
AMOUNT 4,748,228.75 46
- --------------------------------------------------------------------------------
TODAS LAS CUENTAS DE BALANCE AL NIVEL DE DETALLE: 8 AL PERIODO 12.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
TIGERSHARK-GREAT WHITE MARINE, INC.
208 OTIS DRIVE R.F.C.: USA-MEX
WACO, TEXAS, 76712 REG.EDO.:
31-MAR-99 BALANCE GENERAL PAGE 3
- --------------------------------------------------------------------------------
BALANCE SHEET DECEMBER 31 - 1998
TOTAL CAPITAL: 10,144,997.86 98
------------- --
TOTAL PASIVE & CAPITAL 10,379,563.03 100
</TABLE>
- --------------------------------------------------------------------------------
TODAS LAS CUENTAS DE BALANCE AL NIVEL DE DETALLE: 8 AL PERIODO 12.
- --------------------------------------------------------------------------------
<PAGE>58
- --------------------------------------------------------------------------------
TIGERSHARK-GREAT WHITE MARINE, INC.
208 OTIS DRIVE R.F.C.: USA-MEX
WACO, TEXAS, 76712 REG.EDO.:
31-MAR-99 ESTADO DE RESULTADOS PAGE 1
- --------------------------------------------------------------------------------
PROFIT AND LOSS JAN-DEC. 31 - 1998
I N G R E S %
--------------- --
<TABLE>
<CAPTION>
<S> <C> <C> <C>
S A L E S:
ANNUAL SALES:
SALES FOR INGRESS 23,636,172.38 505
--------------- ----
TOTAL NET SALES: 23,636,172.38 505
LESS; COST OF SALES
COST OF SALES -18,958,178.32 -405
--------------- ----
TOTAL COST: -18,958,178.32 -405
--------------- ----
GROSS PROFIT: 4,677,994.07 100
E G R E S S %
------------- ---
EXPENSES:
SERVICES FOR EXPENSES:
DIRECT LABOR 26,831.43
GRATIFICATION AT PERSONNEL 908.17 0
MATERIALS INDIRECTS 658.60 0
EQUIPMENT AND TOOLS 58.53 0
LEASE BUILDING 80% 1,453.08 0
ELECTRIC ENERGY AT 50% 1,113.13 0
WATER SERVICES 50% 838.88 0
FREIGHT IN EQUIPMENT 106,879.13 2
--------------- ---
AMOUNT 138,740.95 0
SELLING EXPENSES:
SALARIES SALESMAN 53,538.99 1
SELLING COMMISSION 216,876.32 5
GRATIFICATION AT PERSONNEL 2,813.93 0
EXPENSES TRAVEL AND VIATICUM 24,628.38 1
FUEL AND LUBRICATION 972.00 0
MAINTENANCE TRANSPORT EQUIPMENT 10,791.33 0
PACKET FREIGHT, TELEGRAPH, MAIL 51.24 0
CUSTOM DUTIES 1,967.71 0
FEES CUSTOM BROKER 1,274.95 0
SHOWS AND ADVERTISING 35,007.08 1
DEPRECIATION DEMO BOATS 7,005.65 0
--------------- ---
AMOUNT 354,927.58 8
ADMINISTRATIVE EXPENSES:
ADMINISTRAVTIVE SALARIES 65,236.30 1
GRATIFICATION AT PERSONNEL 3,916.98 0
PAYROLL TAX 64,513.99 1
AFORES TAX 400.40 0
INFONAVIT TAX 499.29 0
- -------------------------------------------------------------------------------
TODAS LAS CUENTAS DE RESULTADOS AL NIVEL DE DETALLE: 8 AL PERIODO 12
- -------------------------------------------------------------------------------
<PAGE>59
- --------------------------------------------------------------------------------
TIGERSHARK-GREAT WHITE MARINE, INC.
208 OTIS DRIVE R.F.C.: USA-MEX
WACO, TEXAS, 76712 REG.EDO.:
31-MAR-99 ESTADO DE RESULTADOS PAGE 1
- --------------------------------------------------------------------------------
PROFIT & LOSS: JAN-DEC.31-1998
SOCIAL SECURITY TAX 1,907.96 0
FUEL AND LUBRICATION 425.36 0
MAINTENANCE TRANSPORT EQUIPMENT 688.70 0
MAINTENANCE BUILDING 259.65 0
LEASE BUILDING 20% 363.27 0
ELECTRIC ENERGY 50% 744.96 0
TELEPHONE, FAX AND INTERNET 5,746.57 0
WATER SERVICES 20% 27.99 0
UTENSIL CLEANLINESS 189.87 0
OFFICE EXPENSE 10,311.00 0
SOCIAL FORESIGHT 126.54 0
WORK ASSEMBLY AT PERSONNEL 9.21 0
VEHICLE AND PERMISSION TAX 22.61 0
INSURANCE AND SECURITY 5,546.53 0
LEGAL FEES 1,720.03 0
DEPRECIATION TRANSPORT EQUIP. 4,421.62 0
AMORTIZATION ERECTION EXPENSES 327.98 0
DEPRECIATION BUILDING 4,404.84 0
---------------- ---
AMOUNT 171,811.65 4
FINANCIAL EXPENSES:
PROFIT AND LOSS EXCHANGE 3,480.96 0
REMITTAL COMMISSION BANKS 530.91 0
CHECK REFUND COMMISSION(CUST 298.86 0
FINANCE INTEREST 120.62 0
BANKING COMMISSION DIVERSE 315.25 0
---------------- ---
AMOUNT 4,746.60 0
OFFICE EXPENSES IN WACO TEXAS
SALARIES 128,294.69 3
FUEL AND LUBRICATION 1,134.52 0
TELEPHONE 14,578.94 0
WATER AND ELECTRIC ENERGY 3,230.78 0
FREIGHT IN 25,436.59 1
EXPENSES TRAVEL 78,789.24 2
LEGAL FEES 84,110.84 2
MAINTENANCE BUILDING 973.02 0
OFFICE EXPENSES 4,593.30 0
INSURANCE AND SECURITY 5,963.38 0
PROFESSIONAL FEES 49,894.74 1
PACKET FREIGHT 13.46 0
TAXES 18,957.51 0
CUSTOM DUTIES 48,368.62 1
INTEREST 16,130.59 0
DEPRECIATION TRANSPORT EQUIP 7,286.34 0
DEPRECIATION WATEHOUSE & OFFICE 15,966.50 0
------------- ---
SUMA: 503,722.76 10
TAXES AT I.R.S
- --------------------------------------------------------------------------------
TODAS LAS CUENTAS DE RESULTADOS AL NIVEL DE DETALLE: 8 AL PERIODO 12.
- --------------------------------------------------------------------------------
<PAGE>60
- --------------------------------------------------------------------------------
TIGERSHARK-GREAT WHITE MARINE,INC.
208 OTIS DRIVE R.F.C.: USA-MEX
WACO, TEXAS, 76712 REG.EDO.:
31-MAR-99 ESTADO DE RESULTADOS PAGE 3
- --------------------------------------------------------------------------------
PROFIT AND LOSS JAN-DEC. 31 - 1998
ANNUAL TAXES AT I.R.S. 463,491.90 10
---------------- ---
AMOUNT 463,491.90 10
---------------- ---
TOTAL EXPENSES: 1,637,441.45 35
---------------- ---
UTILIDADES 3,040,552.62 65
</TABLE>
- --------------------------------------------------------------------------------
TODAS LAS CUENTAS DE RESULTADOS AL NIVEL DE DETALLE: 8 AL PERIODO 12.
- --------------------------------------------------------------------------------
<PAGE>61
[DESCRIPTION] EX-3.(I) Articles of Incorporation
ARTICLES OF INCORPORATION
OF
TIGERSHARK ENTERPRISES, INC.
Pursuant to the provisions of Section 78.035 of the Nevada Business
Corporation Code, the undersigned hereby adopts the following:
ARTICLE I: The name of the corporation is:
TIGERSHARK ENTERPRISES, INC.
ARTICLE II: The principal place of business for the corporation and the
resident Agent shall be:
Pacific Corporate Services, Inc.
7631 Bermuda Road
Las Vegas, NV 89123
ARTICLE III: The corporation may engage in any lawful activity authorized
by the laws of the State of Nevada.
ARTICLE IV: The total number of shares of stock which the corporation
shall have authority to issue is Sixty-Five Million (65,000,000) consisting of
Fifteen Million (15,000,000) shares of Preferred stock with a par value of One
Cent ($.01) each and Fifty Million (50,000,000) shares of Common stock which a
par value of One Cent (.01) each.
The Preferred stock may be issued, from time to time, in one or more
series, with such designations, preferences and relatives participating,
optional or other rights, qualifications, limitations or restrictions thereof as
shall be stated and expressed in the resolution or resolutions providing for the
issue of such series adopted by the Board of Directors from time to time,
pursuant to the authority herein given, a copy of which resolution or
resolutions shall have been set forth in a Certificate made, executed
acknowledged, filed and recorded in the manner required by the laws of the State
of
<PAGE>62
Nevada in order to make the same effective. Each series shall consist of such
number of shares as shall be stated and expressed in such resolution or
resolutions providing for the issuance of the stock of such series. All shares
of any one series of Preferred stock shall be alike in every particular.
ARTICLE V: The governing body of the corporation shall be known as
directors, and the number, names and post office addresses of the first board of
directors, which shall consist of three (3) are:
Barry M. Meuse
4900 Seminary Road, STE 1175
Alexandria, Virginia 22311
Joseph Meuse
4900 Seminary Road, STE 1175
Alexandria, Virginia 22311
Russell Ponce
3030 Bridgeway, #219
Sausalito, CA 94965
ARTICLE VI: The capital stock, after the amount of the subscription
price or par value has been paid in, shall not be subject to assessment to pay
the debt of the corporation.
ARTICLE VII: The name of the incorporator signing these Articles of
Incorporation, and his address is:
G. Alfred Roensch
3030 Bridgeway, #219
Sausalito, CA 94965
ARTICLE VIII: This corporation shall have perpetual existence.
ARTICLE IX: In accordance with Section 78.037 of the Nevada Business
Corporation Code, the directors and officers of this corporation shall not be
personally liable to the corporation or its stockholder for damages for breach
of fiduciary duty as
<PAGE>63
a director or officer, so long as the acts or omissions did not involve
intentional misconduct, fraud or a knowing violation of law or as a result of
the payment of dividends in violation of NRS 78.300.
Dated: October 2, 1997.
/s/G. Alfred Roensch_________
Incorporator
STATE OF CALIFORNIA )
) SS.
COUNTY OF MARIN )
On the 2nd day of October, 1997, personally appeared before me, G. Alfred
Roensch, personally known to me or proven to me on the basis of satisfactory
evidence to be the person whose name is subscribed to the within instrument, and
acknowledge to me that he executed the same in his authorized capacity, and that
his signature on the instrument the person, or the entity upon behalf of which
the person acted, executed the instrument.
WITNESS my hand and official seal.
/s/Susan Dupuis______________
Notary Public
My Commission Expires: 3-11-01
{SEAL}
<PAGE>64
SECRETARY OF STATE
OF
NEVADA
CORPORATE CHARTER
I, Dean Heller, the duly elected and qualified Nevada Secretary of State, do
hereby certify that TIGERSHARK ENTERPRISES, INC., did on October 8, 1997, file
in this office the original Articles of Incorporation; that said Articles are
now on file and of record in the office of the Secretary of State of the State
of Nevada, and further, that said Articles contain all the provisions required
by the law of said State of Nevada.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Great Seal of
State, at my office, in Los Vegas, Nevada, on October 8, 1997.
/s/Dean Heller_____________________
Secretary of State
{Seal} By
/s/Beth McAuliffe__________________
Certification Clerk
<PAGE>65
SECRETARY OF STATE
[state seal]
STATE OF NEVADA
I, DEAN HELLER, the duly elected and qualified Nevada Secretary of State, do
hereby certify that I am, by the laws of said State, the custodian of the
records relating to filings by corporations, limited-liability companies,
limited partnerships, and limited-liability partnerships pursuant to Title 7 of
the Nevada Revised Statutes which are either presently in a status of good
standing or were in good standing for a time period subsequent of 1976 and am
the proper officer to execute this certificate.
I further certify that the records of the Nevada Secretary of State, at the date
of this certificate, evidence, TIGERSHARK ENTERPRISES, INC., as a corporation
duly organized under the laws of Nevada and existing under and by virtue of the
laws of the State of Nevada since October 8, 1997, and is in good standing in
this state.
[the great seal of the IN WITNESS WHEREOF, I have set my hand
state of Nevada] and affixed the Great Seal of State, at
my office, in Carson City, Nevada, on March
25, 1998.
/s/Dean Heller
Secretary of State
/s/Jacqueline Curry
Certification Clerk
<PAGE> 66
EX-3.(ii) By-Laws
BY-LAWS
OF
TIGERSHARK ENTERPRISES, INC.
a Nevada Corporation
ARTICLE I
MEETING OF SHAREHOLDERS
Section 1. The annual meeting of the stockholders of the Company shall be
held at its offices in the City of Waco, State of Texas, at 10:00 a.m. on the
1st day of March of each year, if not a legal holiday, and if a legal holiday,
then on the next succeeding day not a legal holiday, for the purpose of electing
directors of the company to observe during the ensuing year and for the
transaction of such other business as may be brought before the meeting.
At least five days' written notice specifying the time and place, when and
where the annual meeting shall be convened, shall be mailed to each of the
stockholders of record at the time of issuing the notice, or to the last known
address, as the same appears on the books of the corporation.
Section 2. Special meetings of the stockholders may be held at the office
of the company in the State of Nevada, or elsewhere in the world, whenever
called by the President, or by the Board of Directors, or by vote of, or by an
instrument in writing signed by the holders of 51% of the issued and outstanding
capital stock of the company. At least ten days' written notice of such
meeting, specifying the day, hour and place, when and where such meeting shall
be convened, and objects for the calling the meeting, shall be mailed to each
stockholder, as specified above.
Section 3. If all of the stockholders of the company shall waive notice
of a meeting, no notice of such meeting shall be required, and whenever all of
the stockholders shall meet in person or by proxy, such meeting shall be valid
for all purposes without call or notice, and at such meeting any corporate
action may be taken. If this section shall conflict with any statute which may
be enacted by the State of Nevada, the laws of the State of Nevada, if in
conflict with the section of notice, shall prevail.
The written certificate of the officer or officers calling any meeting
setting forth the substance of the notice, and the time and place of the mailing
of the same to the stockholders, and the respective addresses to which the same
were mailed, shall be prima facie evidence of the manner and fact of the calling
and giving such notice.
If the address of any stockholder does not appear upon the books of the
company, it will be sufficient to address any notice to such stockholder at the
principal office of the corporation.
Section 4. All business lawful to be transacted by the stockholders of
the company, may be transacted at any special meeting or at any adjournment
thereof. Only such business, however, shall be acted upon at special meetings
of the shareholders as shall have been referred to in the notice calling such
meeting, but at any stockholders' meeting at which all of the outstanding
capital stock of the company is represented, either in person or by proxy, any
lawful business may be transacted, and such meeting shall be valid for all
purposes.
Section 5. At the stockholders' meetings the holders of 51% in amount of
the entire issued and outstanding capital stock of the company, shall constitute
a quorum for the purposes of such meetings.
<PAGE>67
If the holders of the amount of stock necessary to constitute a quorum shall
fail to attend, in person or by proxy, at the time and place fixed by these By-
laws for any annual meeting, or fixed by a notice as above provided for a
special meeting, a majority in interest of the stockholders present in person or
by proxy may adjourn from time to time without notice other than by announcement
at the meeting, until holders of the amount of stock requisite to constitute a
quorum shall attend. At any such adjourned meeting at which a quorum shall be
present, any business may be transacted which might have been transacted as
originally called.
Section 6. At each meeting of the stockholders, every stockholder shall
be entitled to one vote in person or by his duly authorized proxy appointed by
instrument in writing subscribed by such stockholder or by his duly appointed
attorney. Each stockholder shall have one vote for each share of stock
outstanding registered in his or her name on the books of the corporation, ten
days preceding the day of such meeting. The votes for directors, and upon
demand by any stockholder, the votes upon any questions before the meeting,
shall be viva voce.
At such meeting of the stockholders, a full, true and complete list of all
the stockholders entitled to vote at such meeting, and indicating the number of
shares held by each, certified by the Secretary of the company, shall be
furnished, which list shall be prepared at least ten days before such meeting,
and shall be open to the inspection of the stockholders, or their agents or
proxies, at the place where such meeting is to be held, and for ten days prior
thereto. Only the persons in whose names shares of stock are registered on the
books of the company for ten days preceding the date of such meeting, as
evidenced by the list of stockholders, shall be entitled to vote at such
meeting. Proxies and powers of attorney to vote must be filed with the
Secretary of the Company before an election or a meeting of the stockholders, or
they cannot be used at such election or meeting.
Section 7. At each meeting of the stockholders, the polls shall be opened
and closed; the proxies and ballots issued, received, and be taken in charge of,
for the purpose of the meeting, and all questions touching the qualification of
voters and the validity of proxies, and the acceptance or rejection of votes,
shall be decided by two inspectors. Such inspectors shall be appointed at the
meeting by the presiding officer of the meeting.
Section 8. At the stockholders' meetings the regular order of business
shall be as follows:
a. Reading and approval of the Minutes of the previous meetings;
b. Reports of the Board of Directors, the President, Treasurer and Secretary of
the Company in the order named;
c. Reports of Committee;
d. Election of Directors;
e. Unfinished business;
f. New business;
g. Adjournment.
ARTICLE II
DIRECTORS AND THEIR MEETINGS
Section 1. The Board of Directors of the Company shall consist of three
(3) persons who shall be chosen by the stockholders annually, at the annual
meeting of the Company, and who shall hold office for one year, and until their
successors are elected and qualified.
Section 2. When any vacancy occurs among the Directors by death,
resignation, disqualification or other cause, the stockholders, at any regular
or special meeting, or at any adjourned meeting thereof, or the remaining
Directors, by the affirmative vote of a majority thereof, shall elect a
<PAGE>68
successor to hold office for the unexpired portion of the term of the Director
whose place shall have become vacant and until his successor shall have been
elected and shall qualify.
Section 3. Meeting of the Directors may be held at the principal office
of the company in the State of Nevada, or elsewhere in the world, at such place
or places as the Board of Directors may, from time to time, determine.
Section 4. Without notice or call, the Board of Directors shall hold its
first annual meeting for the year immediately after the annual meeting of the
stockholders or immediately after the election of Directors at such annual
meeting.
Regular meetings of the Board of Directors shall be held at the office of
the company at Waco, Texas, on the first Wednesday of each and every month, at
10:00 a.m. Notice of such regular meeting shall be mailed to each Director by
the Secretary at least three days prior to the day fixed for such meeting, but
no regular meeting shall be held void or invalid if such notice is not given,
provided the meeting is held at the time and place fixed by these by-laws for
holding such regular meeting.
Special meetings of the Board of Directors may be held on the call of the
President or Secretary on at least three days notice by mail, facsimile or by
telegraph.
Any meeting of the Board of Directors, no matter where held, at which all
of the members shall be present, even though without or of which notice shall
have been waived by all absentees, provided a quorum shall be present, shall be
valid for all purposes unless otherwise indicated in the notice calling the
meeting or in the waiver of notice.
Any and all business may be transacted by any meeting of the Board of
Directors, either regular or special. Meetings by teleconferencing shall be
allowed and considered a duly constituted meeting where such directors
participating in the teleconferencing shall be deemed present for purposes of
that meeting.
Section 5. A majority of the Board of Directors in office shall
constitute a quorum for the transaction of business, but if at any meeting of
the Board there be less than a quorum present, a majority of those present may
adjourn from time to time, until a quorum shall be present, and no notice of
such adjournment shall be required. The Board of Directors may prescribe rules
not in conflict with these by-laws for the conduct of its business; provided,
however, that in the fixing of salaries of the officers of the corporation, the
unanimous action of all of the Directors shall be required.
Section 6. A Director need not be a stockholder of the corporation.
Section 7. The Directors shall be allowed and paid all necessary expenses
incurred in attending any meeting of the Board, but shall not receive any
compensation for the services as Directors until such time as the company is
able to declare and pay dividends on its capital stock.
Section 8. The Board of Directors shall make a report to the stockholders
at annual meetings of the stockholders of the condition of the company, and
shall, at request, furnish each of the stockholders with a true copy thereof.
The Board of Directors, in its discretion, may submit any contract or act
for approval or ratification at any annual meeting of the stockholders called
for the purpose of considering any such contract or act, which, if approved, or
ratified by the vote of the holders of a majority of the capital stock of the
company represented in person
<PAGE>69
or by proxy at such meeting, provided, that a lawful quorum of stockholders be
there represented in person or by proxy, shall be valid and binding upon the
corporation and upon all the stockholders thereof, as if it had been approved or
ratified by every stockholder of the corporation.
Section 9. The Board of Directors shall have the power from time to time
to provide for the management of the offices of the company in such manner as
they see fit, and in particular, from time to time, to delegate any of the
powers of the Board in the course of the current business of the company, to any
standing or special committee or to any officer or agent and to appoint any
person to be agent of the company with such powers (including the power to sub-
delegate), and upon such terms as may be deemed fit.
Section 10. The Board of Directors is invested with the complete and
unrestrained authority in the management of all the affairs of the company, and
is authorized to exercise for such purpose as the General Agent of the Company,
its entire corporate authority.
Section 11. The regular order of business at meetings of the Board of
Directors shall be as follows:
a. Reading and approval of the minutes of the previous meeting or meetings;
b. Reports of officers and committeemen;
c. Election of officers;
d. Unfinished business;
e. New business;
f. Adjournment.
ARTICLE III
OFFICERS AND THEIR DUTIES
Section 1. The Board of Directors, at its first and after each meeting after
the annual meeting of stockholders, shall elect a President, a Vice-President, a
Secretary and a Treasurer, to hold office for one year next coming, and until
their successors are elected and qualify. The offices of the Secretary and
Treasurer may be held by one person.
Any vacancy in any of said offices may be filled by the Board of Directors.
The Board of Directors may, from time to time, by resolution, appoint such
additional Vice Presidents and additional Assistant Secretaries, Assistant
Treasurer and Transfer Agents of the Company as it may deem advisable; prescribe
their duties, and fix their compensation, and all such appointed officers shall
be subject to removal at any time by the Board of Directors. All officers,
agents, and factors of the company shall be chosen and appointed in such manner
and shall hold their office for such terms as the Board of Directors may by
resolution prescribe.
Section 2. The President shall be the executive officer of the Company and
shall have the supervision and, subject to the control of the Board of
Directors, the direction of the Company's affairs, with full power to execute
all resolutions and orders of the Board of Directors not especially entrusted to
some other officer of the company. He shall be a member of the Executive
Committee, and the Chairman thereof; he shall preside at all meetings of the
Board of Directors, and at all meetings of the stockholders, and shall sign the
Certificates of Stock issued by the company, and shall perform such other duties
as shall be prescribed by the Board of Directors.
Section 3. The Vice President shall be vested with all powers and perform all
the duties of the President in his absence or inability to act, including the
signing of the Certificates of Stock issued by the company, and he shall so
perform such other duties as shall be prescribed by the Board of Directors.
<PAGE>70
Section 4. The Treasurer shall have the custody of all the funds and securities
of the company. When necessary or proper he shall endorse on behalf of the
company for collection, checks, notes and other obligations; he shall deposit
all monies to the credit of the company in such bank or banks or other
depository as the Board of Directors may designate; he shall sign all receipts
and vouchers for payments made by the company, except as herein other provided.
He shall sign with the President all bills of exchange and promissory notes of
the company; he shall also have the care and custody of the stock, bonds,
certificates, vouchers, evidence of debts, securities, and such other property
belonging to the company as the Board of Directors shall designate; he shall
sign all papers required by law or by these By-laws or the Board of Directors to
be signed by the Treasurer. Whenever required by the Board of Directors, he
shall render a statement of his cash account; he shall enter regularly in the
books of the company to be kept by him for the purpose, full and accurate
accounts of all monies received and paid by him on account of the company. He
shall at all reasonable times exhibit the books of account to any Director of
the company during business hours, and he shall perform all acts incident to the
position of Treasurer, subject to the control of the Board of Directors.
The Treasurer shall, if required by the Board of Directors, give bond to the
company conditioned for the faithful performance of all his duties as Treasurer,
in such sum, and with such security as shall be approved by the Board of
Directors, with expense of such bond to be borne by the company.
Section 5. The Board of Directors may appoint an Assistant Treasurer who shall
have such powers and perform such duties as may be prescribed for him by the
Treasurer of the company or by the Board of Directors, and the Board of
Directors shall require the Assistant Treasurer to give a bond to the company in
such sum and with such security as it shall approve, as conditioned for the
faithful performance of his duties as Assistant Treasurer, the expense of such
bond to be borne by the company.
Section 6. The Secretary shall keep the Minutes of all meetings of the Board of
Directors and the Minutes of all meetings of the stockholders and of the
Executive Committee in books provided for that purpose. He shall attend to the
giving and serving of all notices of the company; he may sign with the President
or Vice-President, in the name of the Company, all contracts authorized by the
Board of Directors or Executive Committee; he shall affix the corporate seal of
the company thereto when so authorized by the Board of Directors or Executive
Committee; he shall have the custody of the corporate seal of the company; he
shall affix the corporate seal to all certificates of stock duly issued by the
company; he shall have charge of Stock Certificate Books, Transfer Books and
Stock Ledgers, and such other books and papers as the Board of Directors or the
Executive Committee may direct, all of which shall at all reasonable times be
open to the examination of any Director upon application at the office of the
company during business hours, and he shall, in general, perform all duties
incident to the office of Secretary.
Section 7. The Board of Directors may appoint an Assistant Secretary who shall
have such powers and perform such duties as may be prescribed by him by the
Secretary of the company or by the Board of Directors.
Section 8. Unless otherwise ordered by the Board of Directors, the President
shall have full power and authority in behalf of the company to attend and to
act and to vote at any meetings of the stockholders of any corporation in which
the company may hold stock, and at such meetings, shall possess and may exercise
any and all rights and powers incident to the ownership of such stock, and which
as the new owner thereof, the company might have possessed and exercised, if
present. The Board of Directors, by resolution, from time to time, may confer
like powers on any person or persons in place of the President to represent the
company for the purposes of this section mentioned.
<PAGE>71
ARTICLE IV
CAPITAL STOCK
Section 1. The capital stock of the company shall be issued in such
manner and at such time and upon such conditions as shall be prescribed by the
Board of Directors.
Section 2. Ownership of stock in the company shall be evidenced by
certificates of stock in such forms as shall be prescribed by the Board of
Directors, and shall be under the seal of the company and signed by the
President or the Vice-President and also by the Secretary or by an Assistant
Secretary.
All certificates shall be consecutively numbered; the name of the person
owning the shares represented thereby with the number of such shares and the
date of issue shall be entered on the company's books.
No certificates shall be valid unless it is signed by the President or
Vice-President and by the Secretary or Assistant Secretary.
All certificates surrendered to the company shall be canceled and no new
certificate shall be issued until the former certificate for the same number of
shares shall have been surrendered or canceled.
Section 3. No transfer of stock shall be valid as against the company
except on surrender and cancellation of the certificate therefor, accompanied by
an assignment or transfer by the owner therefor, made either in person or under
assignment, at which time a new certificate shall be issued therefor.
Whenever any transfer shall be expressed as made for collateral security
and not absolutely, the same shall be so expressed in the entry of said transfer
on the books of the company.
Section 4. The Board of Directors shall have power and authority to make
all such rules and regulations not inconsistent herewith as it may deem
expedient concerning the issue, transfer and registration of certificates for
shares of the capital stock of the company.
The Board of Directors may appoint a transfer agent and a registrar of
transfers and may require all stock certificates to bear the signature of such
transfer agent and such registrar of transfer.
Section 5. The Stock Transfer Books shall be closed for all meetings of
the stockholders for the period of ten days prior to such meetings and shall be
closed for the payment of dividends during such periods as from time to time may
be fixed by the Board of Directors, and during such period no stock shall be
transferable.
Section 6. Any person or persons applying for a certificate of stock in
lieu of one alleged to have been lost or destroyed, shall make an affidavit or
affirmation of the fact, and shall deposit with the company an affidavit.
Whereupon, at the end of six months after the deposit of said affidavit and upon
such person or persons giving Bond of indemnity to the company with surety to be
approved by the Board of Directors, in double the current value of stock,
against any damage, loss or inconvenience to the company, which may or can arise
in consequence of a new or duplicate certificate being issued in lieu of the one
lost or missing, the Board of Directors may cause to be issued to such person or
persons a new certificate, or a duplicate of the certificate, or a duplicate of
the certificate so lost or destroyed. The Board of Directors may, in its
discretion refuse to issue such new or duplicate certificate save upon the order
of some court having jurisdiction in such matter, anything herein to the
contrary notwithstanding.
<PAGE>72
ARTICLE V
OFFICES AND BOOKS
Section 1. The principal office of the corporation shall be the offices of
Tigershark of Texas, Inc., currently located at Waco, Texas. At the discretion
of the Board of Directors, the company may maintain offices in any other state
or territory, or elsewhere in the world.
Section 2. The Stock and Transfer Books and a copy of the By-laws and
Articles of Incorporation of the company shall be kept at its principal office
as stated above, for the inspection of all who are authorized or have the right
to see the same, and for the transfer of stock. All other books of the company
shall be kept at such places as may be prescribed by the Board of Directors.
ARTICLE VI
MISCELLANEOUS
Section 1. The Board of Directors shall have power to reserve over and
above the capital stock paid in, such an amount in its discretion as it may deem
advisable to fix as a reserve fund, and may, from time to time, declare
dividends from the accumulated profits of the company in excess of the amounts
so reserved, and pay the same to the stockholders of the company, and may also,
if it deems the same advisable, declare stock dividends of the unissued capital
stock of the company.
Section 2. Unless otherwise ordered by the Board of Directors, all
agreements and contracts shall be signed by the President and the Secretary in
the name and on behalf of the company, and shall have the corporate seal.
Section 3. All monies of the corporation shall be deposited when and as
received by the Treasurer in such bank or banks or other depository as may from
time to time be designated by the Board of Directors, and such deposits shall be
made in the name of the corporation.
Section 4. No loan or advance of money shall be made by the company to
any stockholder or officer therein, unless the Board of Directors shall
otherwise authorize.
Section 5. All salaries or other compensation for any director or
executive officer of the company shall be fixed by, and adopted by the majority
vote of the Directors voting in favor thereof.
Section 6. The company may take, acquire, hold, mortgage, sell, or
otherwise deal in stock or bonds or securities of any other corporation, if and
as often as the Board of Directors shall so elect.
Section 7. The Directors shall have the power to authorize and cause to
be executed, mortgages and liens without limit as to amount upon the property
and franchise of this corporation, and pursuant to the affirmative vote, either
in person or by proxy, of the holders of a majority of the capital stock issued
and outstanding; the Directors shall have the authority to dispose in any manner
of the whole property of this corporation.
Section 8. The company shall have a corporate seal, the design thereof
being as follows:
[SEAL]
<PAGE>73
ARTICLE VII
AMENDMENTS OF BY-LAWS
Section 1. Amendments and changes of these By-laws may be made at any
regular or special meeting of the Board of Directors by a vote of the majority,
or may be made by a vote of, or a consent in writing signed by the holders of a
majority of the issued and outstanding capital stock.
CERTIFICATE OF SECRETARY
I, Joseph Meuse, Secretary of Tigershark Enterprises, Inc., a Nevada
corporation, hereby certify that the above By-laws of the corporation were duly
adopted by the Board of Directors of the corporation at its First Meeting of the
Board of Directors which was held on October 9, 1997, at which meeting a quorum
was present.
Executed at Alexandria, Virginia.
/s/Joseph Meuse
Joseph Meuse, Secretary
<PAGE> 74
<PAGE> 75
EX-10a Plan and Agreement of Reorganization
PLAN AND AGREEMENT OF REORGANIZATION
BETWEEN
TIGERSHARK ENTERPRISES, INC
(a Nevada Corporation)
AND
TIGERSHARK OF TEXAS, INC.
(a Texas Corporation)
This Plan and agreement of Reorganization is entered into this 10th day of
October, 1997, by and between Tigershark Enterprises, Inc., a Nevada
corporation, hereinafter referred to as 'TIGERSHARK', and Tigershark of Texas,
Inc., a Texas corporation and its shareholders, hereinafter referred to as
'Texas'.
This Plan or Reorganization is within the meaning of Section 368(a)(1)(B)
of the Internal Revenue Code of 1986, as amended. TIGERSHARK will acquire from
the shareholders of Texas, all of the issued and outstanding shares of Texas in
return for 4,864,018 shares of the authorized but unissued shares of Tigershark.
Texas will then become and operate as a wholly owned subsidiary of Tigershark.
AGREEMENT
In order to consummate such plan of reorganization, the parties hereto, in
consideration of the mutual agreements and on the basis of the representations
and warranties hereafter set forth, do hereby agree, as follows:
ARTICLE I
1.01. Transfer of Texas capital stock and consideration for transfer: Subject to
the terms and conditions of this Agreement, each Texas shareholder shall have
endorsed and delivered his or her certificate to Alvis Colin Smith, President of
Texas, as Trustee, prior to the closing date, who shall, at such closing,
deliver said certificates to Tigershark in exchange for the sated number of
shares of Tigershark (subject to the provisions of Section 3(a)(9) of the
Securities Act of 1933, as amended) as set forth in 1.02 below.
1.02. Consideration for transfer to Tigershark: On this the closing date,
subject to the terms and conditions of this Agreement, and in full consideration
for the transfer and delivery to Tigershark of all the issued and outstanding
shares of Texas, Tigershark shall cause to be delivered by its transfer agent,
namely Pacific Stock Transfer, Four Million Eight Hundred Sixty-four Thousand,
Eighteen (4,864,018) shares of the authorized but unissued capital stock of
Tigershark. Said 4,864,018 shares shall be broken down into individual names
and amounts as requested in writing by Alvis Colin smith, authorized agent for
the Texas shareholders, and when issued, such shares to be fully paid and
nonassessable. Such shares shall not be free trading as they are not at this
time registered or covered by any exemption. Said shares will be restricted in
nature and said restriction shall be reflected on the face of all certificates
including in the 4,864,018 shares.
ARTICLE II
2.01. Closing: The time of delivery by Texas stockholders of their
respective shares as provided in paragraph 1.01 of this Agreement having already
taken place, said shares being held by Alvis Colin Smith, as authorized agent,
and the certificate for 4,864,018 shares as authorized by the Board of
Directions of Tigershark being in hand for delivery to Alvis Colin Smith
<PAGE> 76
as authorized agent, closing shall be effective with the signing of this
Agreement. For purposes of record, closing shall be effective as of the 17th
day of October 1997, Waco, Texas time, at the offices of Texas, which will
become the office of Tigershark, located at 208 Otis Drive, Waco, Texas, 76712.
ARTICLE III
3.01. Representations and Warranties by Texas:
(1) Texas is a corporation duly organized and validly existing and in good
standing under the laws of the State of Texas. It has all requisite corporation
power and authority to carry on its business as now being conducted, to enter
into this Agreement and to carry out and perform the terms and provisions of
this Agreement. Texas is duly qualified, licensed, or domesticated and in good
standing as a foreign corporation authorized to do business in each jurisdiction
where in the nature of its activities conducted or the character of is
properties make such qualification, licensing, or domestication necessary.
(2) (a) Texas is duly and lawfully authorized by its Articles of
Incorporation, to issue the shares of capital stock required by this Agreement;
further, Texas has no other authorized series or class of stock. All of the
outstanding shares of Texas's capital stock have been duly issued.
(b) Texas is not presently liable on account of any indebtedness for
borrowed moneys, except as reflected on the Balance Sheet described in
subparagraph (4), below.
(c) There are on outstanding subscriptions, options, warrants, calls,
contracts, demands, commitments, convertible, securities, or other agreements or
arrangements of any character or nature whatever under which Texas is or may be
obligated to issue or purchase shares of its capital stock.
(3) Each Texas stockholder severally and for himself at the time of the Closing
on the Closing Date will be, the lawful owner of the shares of the capital stock
of Texas held in his mane, free and clear of all liens, claims and encumbrances
of every kind. Each stockholder has full legal right, power, and authority to
sell, assign, and transfer his shares of capital stock of Texas; and the
delivery of such shares to Tigershark pursuant to the provisions of this
Agreement will transfer valid title thereto, free and clear of all liens,
encumbrances and claims of every kind.
(4) Texas has furnished Tigershark with an audited Balance Sheet of Texas as of
July 31, 1997, hereinafter referred to as the Balance sheet. Such financial
statement presents fairly the financial condition of Texas at such date.
Specifically, but not by way of limitation, the Balance Sheet discloses all of
the debts, liabilities, and obligations of any nature (whether absolute,
accrued, contingent, or otherwise, and whether due or to become due) of Texas at
the date thereof.
(5) Texas has not, since July 31, 1997:
(a) Incurred any obligations or liabilities, absolute, accrued,
contingent, or otherwise and whether due, except current liabilities incurred in
the ordinary course of business, none of which adversely affects the business or
prospects of Texas;
(b) Discharged or satisfied any liens or encumbrances, or paid any
obligation or liability, absolute, accrued, contingent or otherwise and whether
due or to become due,
<PAGE> 77
other than current liabilities shown on the Balance Sheet and current
liabilities incurred since the closing of business of the date of the Balance
Sheet, in each case, in the ordinary course of business;
(c) Declared or made nay payment or distribution to its stockholders or
purchased or redeemed, or obligated itself to purchase or redeem, any of its
shares of Capital Stock or other securities;
(d) Mortgaged, pledged, or subjected to lien, or any other encumbrances or
charges, any of its assets, tangible or intangible;
(e) Sold or transferred any of its assets except for inventory sold in the
ordinary course of business or canceled any debt or claim;
(f) Suffered any damage, destruction, or loss (whether or not covered by
insurance) affecting the properties, business, or prospects of Texas, or waived
any rights of substantial value;
(g) Entered into any transaction other than in the ordinary course of
business.
(6) There are no legal actions, suits, arbitration's or other legal or
administrative proceedings pending against Texas which would affect it, its
properties, asses, or business. Texas is not in default with respect to any
judgment, order or decree of any government agency or instrumentality.
(7) Texas has good and marketable title to all of its properties and assets,
including without limitation those reflected in the Balance sheet and those used
or located on properly controlled by Texas in its business on the date of the
Balance Sheet and acquired thereafter (except assets sold in the ordinary course
of business), subject to no mortgage pledge, lien, charge, security interest,
encumbrance, or restriction except those which (a) are disclosed on the balance
sheet as securing specified liabilities; (b) are disclosed in the Schedule of
Assets referred to in Subparagraph 3.01 (8) hereof; or (c) do not materially
adversely affect the use thereof. The building and equipment of Texas are in
good condition and repair, reasonable wear and tear excepted. Texas has not
been, to the knowledge of any officer of Texas, threatened with any action or
proceeding under any building or zoning ordinance, regulation or law.
(8) Prior to Closing date, Texas will have delivered to Tigershark a separate
Schedule of Assets, specifically referring to this paragraph, containing:
(a) A true and complete aged list of accounts receivable (if any) as of a
date no earlier than the Closing Date.
(b) A true and complete list of all capitalized machinery, tools,
equipment, and rolling stock owned by Texas, setting forth all liens, claims,
encumbrances, charges, restrictions, covenants, and conditions.
(c) A complete schedule of all fire and other casualty and liability
polices of Texas in effect at the time of delivery of said schedule.
(9) Texas is not a party to, or otherwise bound by, any written or oral;
(a) Contract or agreement no made in the ordinary course of business;
<PAGE> 78
(b) Lease with respect to any property, real or personal, whether as lessor or
lessee, except as reflected in the Balance Sheet.
(c) Contract or other commitment continuing for a period of more than
thirty days and which is not terminable without cost of other liability to Texas
or its successor except as shown of the Balance Sheet.
Texas has in all respects performed all obligations required to be performed by
it to date and is not in material default under any of the contracts,
agreements, leases, documents, or other arrangement to which it is a party or by
which it is otherwise bound.
(10) The books of account, minute books, stock certificate books, and stock
transfer ledgers of Texas are complete at Closing and also correct, and there
have been no transactions involving the business of Texas which properly should
have been set forth in said respective books, other than those set forth
therein.
(11) Since the Balance Sheet there has not been any material adverse change in,
or event or condition materially and adversely affecting the condition
(financial or otherwise) of the properties, assets or liabilities of Texas.
3.02 Tigershark represents and warrants to Texas and its stockholders as
follows:
(1) Tigershark is a corporation duly organized, validly existing, and in
good standing under the laws of the State of Nevada.
(2) Tigershark's authorized capital stock consists of 50,000,000 shares of
common stock and 15,000 shares of preferred stock, par value $.01. At the close
of this Agreement 5,898,840 shares of common stock will be validly issued and
outstanding and no preferred stock will have been issued. This figure reflects
the 4,864.018 shares beneficially issued to the shareholders of Texas under Rule
3(a)(9) of the Securities Act of 1933.
(3) The execution, delivery, and performance of this Agreement has been duly
authorized by all requisite corporate action. This Agreement constitutes a
valid and binding obligation of Tigershark in accordance with its terms. No
provisions of the Articles of Incorporation and any amendments thereto, or of
any contract to which Tigershark is party or otherwise bound, prevents
Tigershark from delivering good title to is shares of such capital stock in the
manner contemplated hereunder.
(4) Tigershark has furnished Texas with a statement of management, and previous
management, that there are no current assets and no liabilities, and that the
corporation, and its predecessor have had no activities in which it could have
incurred any liabilities since January 15, 1992.
(5) All of the Tigershark common shares to be issued to Texas shareholders will,
when so issued, be validly issued and outstanding, fully paid and nonassessable.
(6) Since the financial condition statement, there has not been any material or
adverse change in, or event or condition materially and adversely affecting the
condition of Tigershark.
ARTICLE IV
4.01 Texas covenants that al statements made herein and hereto are true
and correct and may be relied upon by Tigershark.
<PAGE> 79
4.02. Texas covenants and warrants that all books, records and financial
statements employed or used in connections with this Agreement are true and
correct and that the right to examine same has been extended to Tigershark and
its representatives.
4.03.Federal Securities Act - Unregistered Stock:
(1) Each Texas stockholder acknowledges that the shares of Tigershark
common stock to be delivered to him pursuant to this Agreement have not and are
not registered under the 1933 Act, as amended, and that accordingly such stock
is not fully transferable except as permitted under various exemptions contained
in the 1933 Act, and the rules of the Securities and Exchange Commission
interpreting said Act. The provisions contained in this paragraph are intended
to ensure compliance with the 1933 Act, as amended.
(2) Each Texas stockholder agrees that the certificates evidencing the
shares he will receive shall contain substantially the following legend:
'THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT
AND MAY NOT BE SOLD OR TRASFERRED UNLESS THE SAME ARE REGISTERED UNDER THE
SECURITY ACT OF 1933, OR THE COMPANY RECEIVES AN OPINION FROM COUNSEL
SATISFACTORY TO IT THAT SUCH REGISTRATION IS NOT REQUIRED FOR SALE OR TRANSFER
OR THAT THE SHARES HAVE BEEN LEGALLY SOLD IN BROKER TRANSACTIONS PURSUANT TO
RULE 144 OF THE RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION
PROMULAGED UNDER SECURITY ACT OF 1933.'
ARTICLE V
5.01 Conditions precedent:
(1) The aggregate number of shares of the corporation's capital stock
tendered by the Texas stockholders at the closing shall constitute 100 percent
of all of the issued and outstanding Capital Stock to Texas.
ARTICLE VI
6.01 Paragraph and other headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of
this Agreement.
6.02. This Agreement shall be construed under and in accordance with the laws of
the State of Nevada.
6.03 This Agreement shall be binding on and inure to the benefit of and be
enforceable by the Texas shareholders and Tigershark, their respective heirs,
executors, administrators, legal representative, successors, and assigns except
and otherwise expressly provided herein.
6.04. Should there be any litigation arising from this transaction, the
prevailing party shall be entitle to recover reasonable attorney's fees from the
other party, which fees may be set by the court in the trail of such action or
may be enforced in a separate action brought for that purpose. These fees shall
be in addition to any other relief which may be awarded.
ARTICLE VII
7.01. Resignations: Immediately upon the closing, Tigershark Enterprises, Inc.,
shall hold a Special Meeting of its board of Directors, at which time Barry
Meuse, Joseph Meuse,
<PAGE> 80
and Russell Ponce, currently officers and directors of Tigershark Enterprises,
Inc., shall submit their respective resignations, and at which time Alvis Colin
Smith, and his slate of officers and directors shall be appointed in their
places.
IN WITNESS WHEREOF, the parties hereto have executed this Plan and Agreement of
Reorganization on the date first set forth, at Waco, Texas.
TIGERSHARK ENTERPRISES, INC.
BY: /s/__Barry Meuse________
Barry Meuse, President
BY: /s/___Joseph Meuse_______
Joseph Meuse, Secretary
TIGERSHARK OF TEXAS, INC.
BY: /s/_Alvis Colin Smith_____
Alvis Colin Smith, President
BY: /s/Margaret Smith_______
SECRETARY
/s/__Alvis Colin Smith______
Alvis Colin Smith, as Trustee
For all stockholders of
Tigershark of Texas, Inc.
<PAGE> 81
EX-10b Articles and Plan of Merger
ARTICLES AND PLAN OF MERGER
OF
The Crown Gold Companies Group, Ltd., a Delaware corporation
Pursuant to the General Corporation Laws of the State of Delaware
INTO
TIGERSHARK ENTERPRISES, INC., A Nevada corporation, as the Surviving Corporation
Pursuant to Section 450 et seq. Nevada Revised Statutes
PLAN OF MERGER, dated this 20th day of October, 1997, by and between The
Crown Gold Companies Group, a Delaware corporation (Crown), and all of the
Directors thereof, and Tigershark Enterprises, Inc., a Nevada corporation,
(Tigershark), and all of the Directors thereof, the two corporations being
hereinafter sometimes called the Constituent Corporations.
WHEREAS, the Board of Directors of each of the Constituent Corporation
deem it advisable for the welfare of the Constituent Corporations that these
corporations merge under the terms and conditions hereinafter set forth, such
merger to be effected pursuant to the statutes of the State of Delaware and the
statutes of the State of Nevada, and they have duly approved and authorized the
terms of the Plan of Merger.
WHEREAS, Crown is a corporation duly organized under the laws of the State
of Delaware, having been incorporated August 14, 1987 with an authorized capital
stock consisting of Sixty Five Million (65,000,000) shares, consisting of
Fifteen Million (15,000,000) shares of Preferred stock of which there are no
issued and outstanding shares and Fifty Million (50,000,000) shares of Common
stock of which there are Twenty Eight Million (28,975,00) shares issued and
outstanding; and,
WHEREAS, Tigershark is a corporation duly organized under the laws of the
State of Nevada, having been incorporated on October 8, 1997, with authorized
capital consisting of 65,000,00 shares consisting of 15,000,000 shares of
Preferred stock of $.01 par value and 50,000,000 shares of common stock of $.01
par value of which of which no shares have yet been issued; and,
WHEREAS, the laws of the State of Delaware and Nevada permit such a
merger, and the Constituent Corporations desire to merge under and pursuant to
the provisions of the laws of their respective states;
WHEREAS, the Plan of Merger is contained within the Articles of Merger;
and
WHEREAS, there are no amendments to the Surviving Corporation's Articles
of Incorporation, therefore, no stockholder approval is required.
WHEREAS, the addresses of the respective corporations are as follows:
The Crown Gold Companies Group, Ltd. Tigershark Enterprises,Inc
4900 Seminary Rd., Ste. 1175 4900 Seminary Rd., Ste.1175
Alexandria, VA 22311 Alexandria, VA 22311
<PAGE> 82
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements and covenants herein contained, it is agreed that Crown of Delaware
and Tigershark of Nevada shall be merged, and that Tigershark shall be the
Surviving Corporation, and the terms and conditions of such merger and the mode
of carrying it into effect are and shall be as follows:
1. NAME OF SURVIVING CORPORATION: The name of the corporation, which is
sometimes hereinafter referred to as the Surviving Corporation, shall, and, from
and after the effective date of the merger, be Tigershark Enterprises, Inc. The
separate existence of Crown, a Delaware corporation, shall case at the effective
time of the merger, except insofar as it may be continued by law or in order to
carry out the purposes of this Agreement of Merger, and except as continued in
the Surviving Corporation.
2. ARTICLES OF INCORPORATION OF SURVIVING CORPORATION: The Articles of
Incorporation of the Surviving Corporation shall be the Articles of
Incorporation of Tigershark Enterprises, Inc., a Nevada corporation, a copy of
which is annexed as Exhibit 1, hereto.
3. BYLAWS OF THE SURVIVING CORPORATION: The Bylaws of Tigershark
Enterprises, Inc., a Nevada corporation, at the time of the merger, shall be
Bylaws of the Surviving Corporation, until altered or replaced as provided
herein.
4. BOARD OF DIRECTORS AND OFFICERS: The members of the Board of Directors
and the officers of the Surviving Corporation immediately after the effective
time of the merger shall be those persons who were the members of the Board of
Directors and the officers, respectively, for the terms provided by law or in
the Bylaws, or until their respective successors are elected and qualified.
5. AUTHORITY TO CONDUCT BUSINESS: Tigershark of Nevada represents that
the corporation has not filed an application for authority to do business in the
State of Delaware. The Surviving Corporation will conduct no such business in
Delaware without first filing and having such application approved.
6. CONVERSION OF SHARES: The manner of converting the shares of the
Constituent Corporation into the shares of the Surviving Corporation shall be
set forth in this paragraph, as follows: Immediately upon the effective date of
the merger, each share of Crown of Delaware outstanding in the hands of the
existing shareholders, being all of the shares of Crown outstanding, without any
action on the part of the holders thereof, shall automatically become and be
converted into common stock of the Surviving Corporation at the rate of one
(1)shares of the Surviving Corporation for each twenty-eight shares (28) share
of the common stock of Crown of Delaware and each outstanding certificate
representing shares of the common stock of Crown of Delaware shall thereupon be
deemed, for all corporate purposes (other than the payment of dividends) to
evidence the ownership of the number of fully paid, non-assessable shares of
common stock of Crown of Delaware shall have been converted.
7. RIGHTS OF SHAREHOLDERS: After the effective time of the merger, each
holder of a certificate which therefore represented shares of common stock of
Crown of Delaware shall case to have any rights as a shareholder of Crown,
except such as are expressly reserved to such stockholder by statute. After the
effective time of the merger, any holder of a certificate or certificates which
therefore represented shares of the common stock of Crown may, but shall not be
required to, surrender the same to the Transfer Agent of the Surviving
Corporation, Pacific Stock Transfer, Las Vegas, Nevada, and shall thereupon be
entitled to receive in exchange therefore, a certificate or certificates
representing the number of shares of common stock of the Surviving Corporation
into which the shares of common stock of Crown theretofore represented by each
certificate or certificates, shall have been converted.
<PAGE> 83
8. EFFECETIVE DATE OF MERGER:
(a) For all purposes of the laws of the State of Delaware, this
Agreement of Merger and the merger herein provided for shall become effective
and the separate existence of Crown, except insofar as it may be continued by
statute, shall case as soon as this Agreement shall have been adopted, approved,
signed and acknowledged in accordance with the laws of the State of Delaware,
and certificates of its adoption and approval shall have been executed in
accordance with such laws; and this Certificate and this Certificate and
Agreement of Merger shall have been filed in the office of the Department of
State of the State of Delaware.
(b) For all purposes of the laws of the State of Nevada, this
Agreement of Merger and the merger herein provided for shall become effective
and the separate existence of Crown, except insofar as it may be continued by
statute, shall cease as soon as this Agreement shall have been adopted,
approved, signed and acknowledged in accordance with the laws of the State of
Nevada and certificates of its adoption and approval shall have been executed in
accordance with such laws; and this Certificate of Merger shall have been file
with the Secretary of State of the State of Nevada.
(c) The corporate identity, existence, purposes, powers, objects,
franchises, and immunities of TIGERSHARK shall continue unaffected and
unimpaired by the merger hereby provided for, and the corporate identities,
existences, purposes, powers, objects, franchises, rights and immunities of
Crown shall be continued in and merged into Tigershark and Tigershark shall be
fully vested therewith.
(d) The date upon which this Agreement is filed in the offices
mentioned above and upon which the Constituent Corporation shall so become a
single corporation is the effective date of the merger.
9. AUTHORIZATION: The parties hereto acknowledge and respectively
represent that this Merger Agreement is authorized by the laws of the respective
jurisdictions of the Constituent Corporations and that the matter was approved
at a special shareholders meeting of the respective corporation at which the
shareholders voted as follows:
Name of Corporation Shares Voted for Voted Against
Outstanding
The Crown Gold
Companies Group, Ltd. 28,975,000 28,975,000 None
10. FURTHER ASSURANCE OF TITLE: As and when requested by the Surviving
Corporation, or by its successors or assigns, Crown will execute and deliver or
cause to be executed and delivered all such deeds and instruments and will take
or cause to be taken all such further action as the Surviving Corporation may
deem necessary or desirable in order to vest in and confirm to the Surviving
Corporation, title to and possession of any property of any of the Constituent
Corporations acquired by the Surviving Corporation by reason, or as a result, of
the merger herein provided for and otherwise to carry out the intent and
purposes hereof, and the officers and directors of Crown and the officers and
directors of the Surviving Corporation are fully authorized in the name of the
respective Constituent Corporations or otherwise, to take any and all such
action.
<PAGE> 84
11. SERVICE OF PROCESS OF SURVIVING CORPORATION: The Surviving Corporation
agrees that it may be served with process in the State of Delaware in any
proceeding for enforcement of any obligation of Crown, as well as for the
enforcement of any obligation of the Surviving Corporation arising from the
merger, including any suit or other proceeding to enforce the right of any
shareholder as determined in appraisal proceedings pursuant to the provisions of
the General Corporation Law of the State of Delaware, and hereby irrevocably
appoints the Secretary of State of the State of Delaware, as its agent to accept
service or process in any suit or other proceedings. Copies of such process
shall be mailed to TIGERSHARK, at:
c/o Tigershark Enterprises, Inc.
4900 Seminary Rd. Ste. 1175
Alexandria, VA 22311
12. SHAREHOLDERS RIGHT TO PAYMENT: The surviving Corporation agrees that
subject to the provisions of the Corporate laws of the State of Delaware, it
will pay to the shareholders of Crown, the amounts, if any, to which such
shareholders may be entitled under the provisions of the above statutes or the
laws of Delaware, as the case may be.
13. ABANDONMENT: This Plan of Merger may be abandoned (a) by either
Constituent Corporation, acting by its Board of Directors, at any time prior to
its adoption by the shareholders of both of the Constituent Corporations, as
provided by law, or, (b) by the mutual consent of the Constituent Corporations,
acting each by its Board of Directors, at any time after such adoption by such
shareholders and prior to the effective time of the merger. In the event of the
abandonment of the Agreement of Merger pursuant to (a) above, notice thereof
shall be given by the Board of Directors of the Constituent Corporation an
thereupon, or abandonment pursuant to (b) above, the Agreement of Merger shall
become wholly void and of no effect and there shall be no further liability or
obligation hereunder on the part of either the Constituent Corporations or of it
Board of Directors or shareholders.
IN WITNESS WHEREOF, each of the Constituent Corporations, pursuant to
authority granted by its Board of Directors, has caused this Agreement of Merger
to be executed by a majority of its Board of Directors and by its President and
its Secretary.
The respective Directors and Officers of the Constituent Corporations do
hereby certify that the above merger Agreement was adopted as set forth in the
above Agreement and that said resolutions have not been revoked or rescinded.
The Crown Gold Companies Group, Ltd.
/s/Barry Meuse_____
Its President
/s/Joseph Meuse____
Its Secretary
<PAGE> 85
ACKNOWLEDGEMENT BY NOTARY
STATE OF VIRGINIA )
City of Alexandria ) ss.
)
On October 20, 1997, personally appeared before me, Barry M. Meuse,
President and Joseph Meuse, Secretary, of The Crown Gold Companies Group, Ltd.,
who acknowledge to me that they were the signers of the foregoing Certificate
and Agreement of Merger.
/s/Michele Nakys
Notary Public
My Comm. Exp. Sept. 1999
TIGERSHARK ENTERPRISES, INC.
/s/Barry M. Meuse
Its President
/s/Joseph Meuse
Its Secretary
ACKNOWLEDGEMENT OF NOTARY
STATE OF VIRGINIA
CITY OF ALEXANDRIA ss.
On October 20, 1997, personally appeared before my, Barry M. Meuse,
President and Joseph Meuse, Secretary, of Tigershark Enterprises, Inc., who
acknowledged to me that they were the signers of the foregoing Certificate of
Agreement of Merger.
/s/Michele Nakys
Notary Public
My Comm. Exp. Sept. 1999
<PAGE> 86
EX-21 Subsidiaries
LIST OF SUBSIDIARIES OF
GREAT WHITE MARINE AND RECREATION, INC.
1. Great White Marine and Recreation Inc. of Texas (formerly Tigershark of
Texas, Inc.) a Texas corporation which does business under its corporate name
2. Great White Marine, S.A. de C.V., a Mexican corporation, which does business
under its corporate name.
<PAGE> 87
EX-99a Final Form D Rule 504 private placement
FORM D UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D
NOTICE OF SALE OF SECURITIES
PURSUANT TO REGULATION D,
SECTION 4(6), AND/OR
UNIFORM LIMITED OFFERING EXEMPTION
- ------------------------------------------------------------------------------
Name of offering ([] check if this is an amendment and name has changed, and
indicate change)
- -------------------------------------------------------------------------------
Filing Under (Check box(es) that apply): [XX] Rule 504[]Rule 505[]Rule 506
[]Section 4(6) []ULOE
Type of Filing: New Filing [X] Amendment
- --------------------------------------------------------------------------------
A. BASIC IDENTIFICATION DATA
- --------------------------------------------------------------------------------
1. Enter the information requested about the issuer
- --------------------------------------------------------------------------------
Name of Issuer ([] check if this is an amendment and name has changed, and
indicate change.)
Tigershark Enterprises, Inc.
- --------------------------------------------------------------------------------
Address of Executive Offices (Number and Street, City, State, Zip Code)
[Telephone Number
208 Otis, Waco, Texas, 76712 [(254)776-3999
- --------------------------------------------------------------------------------
Address of Principal Business Operations(Number and Street,City,State,Zip Code)
[Telephone Number
(if different from Executive Offices)
- --------------------------------------------------------------------------------
Brief Description of Business Imports and exports boats, motors, and other
marine items and supplies.
- --------------------------------------------------------------------------------
Type of Business Organization
[X] corporation []limited partnership, already formed []other,(please
specify)
[] business trust []limited partnership, to be formed
- --------------------------------------------------------------------------------
Actual or Estimated Date of Incorporation or Organization: Month Year
[x]actual []estimated
[10] [97]
Jurisdiction of Incorporation or Organization: (Enter two-letter U.S. Postal
Service abbreviation for State;
CN for Canada; FN for other foreign jurisdiction) [NV]
GENERAL INSTRUCTIONS
Federal:
Who Must File: All issuers making an offering of securities in reliance on an
exemption under Regulation D or Section 4(6), 17 CFR 230.501 et seq. or 15
U.S.C. 77d(6).
When to File: A notice must be filed no later than 15 days after the first sale
of securities in the offering. A notice is deemed filed with the U.S.
Securities and Exchange Commission (SEC) on the earlier of the date it is
received by the SEC at the address given below or if, received at that address
after the date on which it is due, on the date it was mailed by United States
registered or certified mail to that address.
Where to File: U.S. Securities and Exchange Commission, 450 Fifth Street, N.W.,
Washington, D.C. 20549
Copies Required: Five (5) copies of this notice must be filed with the SEC, one
of which must be manually signed. Any copies not manually signed must be
photocopies of the manually signed copy or bear typed or printed signatures.
Information Required: A new filing must contain all information requested.
Amendments need only report the name of the issuer and offering, any changes
thereto, the information requested in Part C, and any material changes from the
information previously supplied in Parts A and B. Part E and the Appendix need
not be filed with the SEC.
Filing Fee: There is no federal filing fee.
State:
This notice shall be used to indicate reliance on the Uniform Limited Offering
Exemption (ULOE) for sales of securities in those states that have adopted ULOE
and that have adopted this form. Issuers relying on ULOE must file a separate
notice with the Securities Administrator in each state where sales are to be, or
have been made. If a state requires the payment of a fee as a precondition to
the claim for the exemption, a fee in the proper amount shall accompany this
form. This notice shall be filed in the appropriated states in accordance with
state law. The Appendix to the notice constitutes a part of this notice and
must be completed.
ATTENTION
- ----------------------------------------------------------------------------
Failure to file notice in the appropriate states will not result in a loss of
the federal exemption. Conversely, failure to file the appropriate federal
notice will not result in a loss of an available state exemption unless such
exemption is predicated on the filing of a federal notice.
- ---------------------------------------------------------------------------
Potential persons who are to respond to the collection of information
contained in this form are not required to respond unless the form displays a
currently valid OMB control number.
SEC 1972 (2-97) 1 of 8
<PAGE> 88
- ----------------------------------------------------------------------------
A. BASIC IDENTIFICATION DATA
- ----------------------------------------------------------------------------
2.Enter the information requested for the following:
* Each promoter of the issuer, if the issuer has been organized within the
past five years;
*Each beneficial owner having the power to vote or dispose, or direct the
vote or disposition of, 10% or more of a class of equity securities of the
issuer;
*Each executive officer and director of corporate issuers and of corporate
general and managing partners of partnership issuers;
and
*Each general and managing partner of partnership issuers.
- ----------------------------------------------------------------------------
Check Box(es) that Apply:[]Promoter []Beneficial Owner [X]Executive Officer
[X]Director []General and/or Managing Partner
- ----------------------------------------------------------------------------
Full Name (Last name first, if individual)
Smith, Alvis Colin
- ----------------------------------------------------------------------------
Business or Residence Address (Number and Street, City, State, Zip Code)
11004 Sandalwood Drive, Waco, Texas 76712
- ---------------------------------------------------------------------------
Check Box(es) that Apply: []Promoter []Beneficial Owner []Executive Officer
[]Director []General and/or Managing Partner
- ---------------------------------------------------------------------------
Full name (Last name first, if individual)
- ---------------------------------------------------------------------------
Business or Residence Address (Number and Street, City, State, Zip Code)
- ---------------------------------------------------------------------------
Check Box(es) that Apply: []Promoter []Beneficial Owner []Executive Officer
[]Director []General and/or Managing Partner
- ---------------------------------------------------------------------------
Full name (Last name first, if individual)
- ---------------------------------------------------------------------------
Business or Residence Address (Number and Street, City, State, Zip Code)
- ---------------------------------------------------------------------------
Check Box(es) that Apply: []Promoter []Beneficial Owner []Executive Officer
[]Director []General and/or Managing Partner
- ---------------------------------------------------------------------------
Full name (Last name first, if individual)
- ---------------------------------------------------------------------------
Business or Residence Address (Number and Street, City, State, Zip Code)
- ---------------------------------------------------------------------------
Check Box(es) that Apply: []Promoter []Beneficial Owner []Executive Officer
[]Director []General and/or Managing Partner
- ---------------------------------------------------------------------------
Full name (Last name first, if individual)
- ---------------------------------------------------------------------------
Business or Residence Address (Number and Street, City, State, Zip Code)
- ---------------------------------------------------------------------------
Check Box(es) that Apply: []Promoter []Beneficial Owner []Executive Officer
[]Director []General and/or Managing Partner
- ---------------------------------------------------------------------------
Full name (Last name first, if individual)
- ---------------------------------------------------------------------------
Business or Residence Address (Number and Street, City, State, Zip Code)
- ---------------------------------------------------------------------------
Check Box(es) that Apply: []Promoter []Beneficial Owner []Executive Officer
[]Director []General and/or Managing Partner
- ---------------------------------------------------------------------------
Full name (Last name first, if individual)
- ---------------------------------------------------------------------------
Business or Residence Address (Number and Street, City, State, Zip Code)
- ---------------------------------------------------------------------------
(Use blank sheet, or copy and use additional copies of this sheet, as necessary)
2 of 8
<PAGE> 89
- ----------------------------------------------------------------------------
B. INFORMATION ABOUT OFFERING
- ----------------------------------------------------------------------------
1. Has the issuer sold or does the issuer intend to sell, to non-accredited
investors in this offering? Yes No
Answer also in Appendix, Column 2, if filing under ULOE [X] []
2. What is the minimum investment that will be accepted from any individual?
$_______
Yes No
3. Does the offering permit joint ownership of a single unit?[X] []
4. Enter the information requested for each person who has been or will be paid
or given, directly or indirectly, any commission or similar remuneration for
solicitation of purchasers in connection with sales of securities in the
offering. If a person to be listed is an associated person or agent of a broker
or dealer registered with the SEC and/or with a state or states, list the name
of the broker or dealer. If more than five (5) persons to be listed are
associated persons of such a broker or dealer, you may set forth the information
for that broker or dealer only.
- --------------------------------------------------------------------------------
Full name (Last name first, if individual)
- --------------------------------------------------------------------------------
Business or Residence Address (Number and Street, City, State, Zip Code)
- --------------------------------------------------------------------------------
Name of Associated Broker or Dealer
- --------------------------------------------------------------------------------
State in Which Person Listed Has Solicited or Intends to Solicit Purchasers
(Check 'All States' or check individual States)..................[]All States
[AL][AK][AZ][AR][CA][CO][CT][DE][DC][FL][GA][HI][ID]
[IL][IN][IA][KS][KY][LA][ME][MD][MA][MI][MN][MS][MO]
[MT][NE][NV][NH][NJ][NM][NY][NC][ND][OH][OK][OR][PA]
[RI][SC][SD][TN][TX][UT][VT][VA][WA][WV][WI][WY][PR]
- --------------------------------------------------------------------------------
Full name (Last name first, if individual)
- --------------------------------------------------------------------------------
Business or Residence Address (Number and Street, City, State, Zip Code)
- --------------------------------------------------------------------------------
Name of Associated Broker or Dealer
- --------------------------------------------------------------------------------
State in Which Person Listed Has Solicited or Intends to Solicit Purchasers
(Check 'All States' or check individual States)..................[]All States
[AL][AK][AZ][AR][CA][CO][CT][DE][DC][FL][GA][HI][ID]
[IL][IN][IA][KS][KY][LA][ME][MD][MA][MI][MN][MS][MO]
[MT][NE][NV][NH][NJ][NM][NY][NC][ND][OH][OK][OR][PA]
[RI][SC][SD][TN][TX][UT][VT][VA][WA][WV][WI][WY][PR]
- --------------------------------------------------------------------------------
Full name (Last name first, if individual)
- --------------------------------------------------------------------------------
Business or Residence Address (Number and Street, City, State, Zip Code)
- --------------------------------------------------------------------------------
Name of Associated Broker or Dealer
- --------------------------------------------------------------------------------
State in Which Person Listed Has Solicited or Intends to Solicit Purchasers
(Check 'All States' or check individual States)..................[]All States
[AL][AK][AZ][AR][CA][CO][CT][DE][DC][FL][GA][HI][ID]
[IL][IN][IA][KS][KY][LA][ME][MD][MA][MI][MN][MS][MO]
[MT][NE][NV][NH][NJ][NM][NY][NC][ND][OH][OK][OR][PA]
[RI][SC][SD][TN][TX][UT][VT][VA][WA][WV][WI][WY][PR]
- --------------------------------------------------------------------------------
(Use blank sheet, or copy and use additional copies of this sheet, as necessary)
3 of 8
<PAGE> 90
- --------------------------------------------------------------------------------
C. OFFERING PRICE, NUMBER OF INVESTORS, EXPENSES AND USE OF PROCEEDS
- --------------------------------------------------------------------------------
1. Enter the aggregate offering price of securities included in this offering
and the total amount already sold. Enter '0' if answer is 'none' or 'zero'. If
the transaction is an exchange offering, check this box [] and indicate in the
column below the amounts of the securities offered for exchange and already
exchanged.
Type of Security Aggregate Amount Already
Offering Price Sold
Debt............................................$________ $________
Equity..........................................$554,000 $554,000_
[]Common []Preferred
Convertible Securities (including warrants)...(Debentures)........
$446,000 $________
Partnership Interests...........................$________ $________
Other (Specify______________________)...........$________ $________
Total.....................................$1,000,000 $554,000_
Answer also in Appendix, Column 3, if filing ULOE
2. Enter the number of accredited and non-accredited investors who have
purchased securities in this offering and the aggregate dollar amount of their
purchases. For offerings under Rule 504, indicate the number of persons who
have purchased securities and the aggregate dollar amount of their purchases on
the total lines. Enter '0' if answer is 'none' or 'zero.'
Number Aggregate
Investors Dollar Amount
Of Purchases
Accredited Investors............................_________ $___________
Non-Accredited Investors........................_________ $___________
Total (for filings under Rule 504 only)... 4 $554,000____
Answer also in Appendix, Column 4, if filing under ULOE
3. If this filing is for an offering under Rule 504 or 505, enter the
information requested for all securities sold by the issuer, to date, in
offerings of the types indicated, in the twelve (12) months prior to the first
sale of securities in this offering. Classify securities by type listed in Part
C-Questions 1.
Type of offering Type of Dollar Amount
Security Sold
Rule 505..................................________ $___________
Regulation A..............................________ $___________
Rule 504..................................________ $__________
Total...............................________ $___________
4.a. Furnish a statement of all expenses in connection with the issuance and
distribution of the securities in this offering. Exclude amounts relating
solely to organization expenses of the issuer. The information may be given as
subject to future contingencies. If amount of an expenditure is not known,
furnish an estimate and check the box to the left of the estimate.
Transfer Agent's Fees.....................................[] $________
Printing and Engraving Costs..............................[] $________
Legal Fees................................................[] $________
Accounting Fees...........................................[] $________
Engineering Fees..........................................[] $________
Sales Commissions (Specify finder's fees separately)......[] $________
Other Expenses (identify)___________________..............[] $________
Total...............................................[] $________
4 of 8
<PAGE> 91
- -----------------------------------------------------------------------------
C. OFFERING PRICE, NUMBER OF INVESTORS, EXPENSES AND USE OF PROCEEDS
- -----------------------------------------------------------------------------
b. Enter the difference between the aggregate offering price given in response
to Part C-Question 1 and total expenses furnished in response to Part C-Question
4.a. This difference is the 'adjusted gross proceeds to the issuer.'...........
5. Indicate below the amount of the adjusted gross proceeds to the issuer used
or proposed to be used for each of the purposes shown. If the amount for any
purpose is not known, furnish an estimate and check the box to the left of the
estimate. The total of the payments listed must equal the adjusted gross
proceeds to the issuer set forth in response to Part C-Question 4.b. above.
Payments to
Officers
Directors & Payments To
Affiliates Others
Salaries and fees.............................[]$_________ []$_______
Purchase of real estate.......................[]$_________ []$_______
Purchase, rental or leasing and installation of machinery and equipment
....[]$_________ []$_______
Construction or leasing of plant buildings and facilities
....[]$_________ []$_______
Acquisition of other businesses(including the value of securities
Involved in this offering that may be used in exchange for the assets or
securities of another issuer pursuant to a merger
....[]$_________ []$_______
Repayment of indebtedness.....................[]$_________ []$_______
Working Capital...............................[]$_________ []$_______
Other (specify)_______________________________[]$_________ []$_______
______________________________________________
_________________________________________....[]$__________ []$_______
Column Totals................................[]$__________ []$_______
Total Payments Listed(column totals added)...[]$__________ []$_______
- -----------------------------------------------------------------------------
D. FEDERAL SIGNATURE
- -----------------------------------------------------------------------------
The issuer has duly caused this notice to be signed by the undersigned duly
authorized person. If this notice is filed under Rule 505, the following
signature constitutes and undertaking by the issuer to furnish to the U.S.
Securities Exchange Commission, upon written request of its staff, the
information furnished by the issuer to any non-accredited investor pursuant to
paragraph(b)(2) of rule 502.
- ------------------------------------------------------------------------------
Issuer (Print or Type) Signature Date
Tigershark Enterprises, Inc.
- ------------------------------------------------------------------------------
Name of Signer (Print or Type) Title of Signer (Print or Type)
- ------------------------------------------------------------------------------
ATTENTION
- ------------------------------------------------------------------------------
Intentional misstatements or omissions of fact constitute federal criminal
violations. (See 18 U.S.C. 1001.)
- ------------------------------------------------------------------------------
5 of 8
<PAGE> 92
- ------------------------------------------------------------------------------
E. STATE SIGNATURE
- ------------------------------------------------------------------------------
1. Is any party described in 17 CFR 230.252(c),(d),(e) or (f) presently subject
to any disqualification provisions of such rule?.....................Yes No
[] []
See Appendix, Column 5, for state response.
2. The undersigned issuer hereby undertakes to furnish to any state
administrator of any state in which this notice is filed, a notice on Form D (17
CFR 239.500) at such times as required by state law.
3. The undersigned issuer hereby undertakes to furnish to the state
administrators, upon written request, information furnished by the issuer to
offerees.
4. The undersigned issuer represents that the issuer is familiar with the
conditions that must be satisfied to be entitled to the Uniform Limited Offering
Exemption (ULOE) of the state in which this notice is filed and understands that
the issuer claiming the availability of this exemption has the burden of
establishing that these conditions have been satisfied.
The issuer has read this notification and knows the contents to be true and has
duly caused this notice to be signed on its behalf by the undersigned duly
authorized person.
- -------------------------------------------------------------------------------
Issuer(Print or Type) Signature Date
- -------------------------------------------------------------------------------
Name of Signer(Print or Type) Title of Signer (Print or Type)
- -------------------------------------------------------------------------------
Instruction:
Print the name and title of the signing representative under his signature for
the state portion of this form. One copy of every notice on Form D must be
manually signed. Any copies not manually signed must be photocopies of the
manually signed copy or bear typed or printed signatures.
6 of 8
<PAGE> 93
EX-99b Final Form D Rule 505 termination of private placement
` UNITED STATES
SECURITITES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM D
NOTICE OF SALE OF SECURITIES
PURSUANT TO REGULATION D,
SECTION 4(6), AND/OR
UNIFORM LIMITED OFFERING EXEMPTION
Name of Offering ([] check if this is an amendment and name has changed, and
indicate change)
Filing Under (Check box(es) that apply) []Rule 504 [X]Rule 505 [] Rule 506 [
]Section 4(6) []SCOR
- -----------------------------------------------------------------------------
Type of Filing: [X]New Filing [ ]Amendment
- -----------------------------------------------------------------------------
A. BASIC IDENTIFICATION DATA
1. Enter the information requested about the issuer
Tigershark Enterprises, Inc.
- -----------------------------------------------------------------------------
Name of Issuer ([ ]check if this is an amendment and name has changed, and
indicate change)
Address of Executive Offices (Number and Street, City, State, Zip Code)
208 Otis, Waco, Texas 76712
Telephone Number (including Area Code)
254-776-3999
- -----------------------------------------------------------------------------
Address of Principal Business Operations (Number and Street, City, Zip Code)
Telephone Number (Including Area Code)
(if different from Executive Offices)
- -----------------------------------------------------------------------------
Brief Description of Business Import Export Business
Type of Business Organization
[X]corporation [ ]limited partnership, already formed [ ]other (specify):
[ ]business trust [ ]limited partnership, to be formed
Month Year
Actual or Estimated Date of Incorporation or Organization: [0][8] [9][7]
[X]Actual [ ]Estimated
Jurisdiction of Incorporation or Organization: (Enter two-letter U.S. Postal
Service abbreviation for State: CN for Canada; FN for other foreign
jurisdiction) [N][V]
- -----------------------------------------------------------------------------
GENERAL INSTRUCTIONS
Federal:
Who must file: All issuers making an offering of securities in reliance on an
exemption under Regulation D or Section 4(6), 17 CFR 230501 et seq. Or 15 U.S.
C. 77d(6)
When to file: A notice must be filed no later than 15 days after the first sale
of securities in the offering. A notice is deemed filed with the US. Securities
and Exchange Commission (SEC) at the address given below or, if received at that
address after the date on which it is due, on the date it was mailed by United
States registered or certified mail to that address.
Where to File: U.S. Securities and Exchange Commission, 450 Fifth Street, N.W.,
Washington, D.C. 20549.
Copies Required: Five (5) copies of this notice must be filed with the SEC, one
of which must be manually signed. Any copies not manually signed must be
photocopies of the manually signed copy or bear typed or printed signatures.
Information Required: A new filing must contain all information requested.
Amendments need only report the name of the issuer and offering, any changes
thereto, the information required in Part C, and any material changes from the
information previously supplied in Parts A and B, Part E and the Appendix need
not be filed with the SEC.
Filing Fee: There is no federal filing fee.
State:
This notice shall be used to indicate reliance on the Small Corporation Offering
Exemption (SCOR) for sales of securities in those states that have adopted SCOR
and that have adopted this form. Issuers relying on SCOR must file a separate
notice with the Securities Administrator in each state where sales are to be, or
have been made. If a state requires the payment of a fee as a precondition to
the claim for the exemption, a fee in the proper amount shall accompany this
form. This notice shall be filed in the appropriate states in accordance with
state law. The appendix to the notice constitutes a part of this notice and
must be completed.
ATTENTION
- -----------------------------------------------------------------------------
Failure to file notice in the appropriate states will not result in a loss of
the federal exemption. Conversely, failure to file the appropriate federal
notice will not result in a loss of an available state exemption unless such
exemption is predicted on the filing of a federal notice.
- -----------------------------------------------------------------------------
<PAGE> 94
- -----------------------------------------------------------------------------
A. BASIC IDENTIFICATION DATA
- -----------------------------------------------------------------------------
2. Enter the information requested for the following:
* Each promoter of the issuer, if the issuer has been organized within the past
five years:
* Each beneficial owner having the power to vote or dispose, or direct the vote
or disposition of, 10% or more of a class of equity securities of the issuer;
* Each executive officer and director of corporate issuers and of corporate
general and managing partners of partnership issuers; and
* Each general and managing partner of partnership issuers.
- -----------------------------------------------------------------------------
Check Box(es) that Apply: [ ]Promoter [ ]Beneficial Owner [X]Executive
Officer [X]Director [ ]General and/or Managing Partner
- -----------------------------------------------------------------------------
Full Name (Last name first, if individual)
Smith, Alvin Colin
- -----------------------------------------------------------------------------
Business or Residence Address (Number and Street, City, State, Zip Code)
11004 Sandalwood Dr., Waco, TX 76712
- -----------------------------------------------------------------------------
Check Box(es) that Apply: [ ]Promoter [ ]Beneficial Owner [X]Executive
Officer [X]Director [ ]General and/or Managing Partner
- -----------------------------------------------------------------------------
Full Name (Last name first, if individual)
Smith, Margaret Jane
- -----------------------------------------------------------------------------
Business or Residence Address (Number and Street, City, State, Zip Code)
11004 Sandalwood Dr., Waco, TX 76712
Check Box(es) that Apply: [ ]Promoter [ ]Beneficial Owner [ ]Executive
Officer [ ]Director [ ]General and/or Managing Partner
- -----------------------------------------------------------------------------
Full Name (Last name first, if individual)
- -----------------------------------------------------------------------------
Business or Residence Address (Number and Street, City, State, Zip Code)
- -----------------------------------------------------------------------------
Check Box(es) that Apply: [ ]Promoter [ ]Beneficial Owner [ ]Executive
Officer [ ]Director [ ]General and/or Managing Partner
- -----------------------------------------------------------------------------
Full Name (Last name first, if individual)
- -----------------------------------------------------------------------------
Business or Residence Address (Number and Street, City, State, Zip Code)
- -----------------------------------------------------------------------------
(Use blank sheet, or copy and use additional copies of this sheet, as
necessary.)
<PAGE> 95
- -----------------------------------------------------------------------------
B. INFORMATION ABOUT OFFERING
- -----------------------------------------------------------------------------
1. Has the issuer sold, or does the issuer intend to sell, to non-accredited
investors in this offering? Yes No
................................................................ [ ] [X]
Answer also in Appendix, Column 2, if filing under SCOR.
2. What is the minimum investment that will be accepted from any
individual?...................................................... $ N/A
3. Does the offering permit joint ownership of a single unit?
Yes No
................................................................ [ ] [X]
4. Enter the information requested for each person who has been or will be paid
or given, directly or indirectly, any commission or similar remuneration for
solicitation of purchasers in connection with sales of securities in the
offering. If a person to be listed is an associated person, or agent of a
broker or dealer registered with the SEC and/or with a state or states, list the
name of the broker or dealer. If more than five (5) persons to be listed are
associated persons of such a broker or dealer, you may set forth the information
for that broker or dealer only.
- -----------------------------------------------------------------------------
Full Name (Last name first, if individual)
Not Applicable
- -----------------------------------------------------------------------------
Business or Residence Address (Number and Street, City, State, Zip Code)
- -----------------------------------------------------------------------------
Name of Associated Broker or Dealer
- -----------------------------------------------------------------------------
States in Which Person Listed has Solicited or Intends to Solicit Purchasers
(Check 'All States' or check individual
States).......................................[X]All States
[AL] [AK] [AZ] [AR] [CA] [CO] [CT] [DE] [DC] [FL] [GA] [HI] [ID]
[IL] [IN] [IA] [KS] [KY] [LA] [ME] [MD] [MI] [MN] [MS] [MO] [MO]
[MT] [NE] [NV] [NH] [NJ] [NM] [NY] [NC] [ND] [OH] [OK] [OR] [PA]
[RI] [SC] [SD] [TN] [TX] [UT] [VT] [VA] [WA] [WV] [WT] [WY] [PR]
- -----------------------------------------------------------------------------
Full Name (Last name first, if individual)
- -----------------------------------------------------------------------------
Business or Residence Address (Number and Street, City, State, Zip Code)
- -----------------------------------------------------------------------------
Name of Associated Broker or Dealer
- -----------------------------------------------------------------------------
States in Which Person Listed has Solicited or Intends to Solicit Purchasers
(Check 'All States' or check individual
States).......................................[ ]All States
[AL] [AK] [AZ] [AR] [CA] [CO] [CT] [DE] [DC] [FL] [GA] [HI] [ID]
[IL] [IN] [IA] [KS] [KY] [LA] [ME] [MD] [MI] [MN] [MS] [MO] [MO]
[MT] [NE] [NV] [NH] [NJ] [NM] [NY] [NC] [ND] [OH] [OK] [OR] [PA]
[RI] [SC] [SD] [TN] [TX] [UT] [VT] [VA] [WA] [WV] [WT] [WY] [PR]
- -----------------------------------------------------------------------------
Full Name (Last name first, if individual)
- -----------------------------------------------------------------------------
Business or Residence Address (Number and Street, City, State, Zip Code)
- -----------------------------------------------------------------------------
Name of Associated Broker or Dealer
- -----------------------------------------------------------------------------
States in Which Person Listed has Solicited or Intends to Solicit Purchasers
(Check 'All States' or check individual
States).......................................[ ]All States
[AL] [AK] [AZ] [AR] [CA] [CO] [CT] [DE] [DC] [FL] [GA] [HI] [ID]
[IL] [IN] [IA] [KS] [KY] [LA] [ME] [MD] [MI] [MN] [MS] [MO] [MO]
[MT] [NE] [NV] [NH] [NJ] [NM] [NY] [NC] [ND] [OH] [OK] [OR] [PA]
[RI] [SC] [SD] [TN] [TX] [UT] [VT] [VA] [WA] [WV] [WT] [WY] [PR]
(Use blank sheet, or copy and use additional copies of this sheet, as
necessary.)
<PAGE> 97
- -----------------------------------------------------------------------------
C. OFFERING PRICE, NUMBER OF INVESTORS, EXPENSES AND USE OF PROCEEDS
- -----------------------------------------------------------------------------
1. Enter the aggregate offering price of securities included in this offering
and the total amount already sold. Enter '0' if answer is 'none' or 'zero.' If
the transaction is an exchange offering, check this box [] and indicate in the
columns below the amounts of the securities offered for exchange and already
exchanged.
Aggregate Amount Already
Type of Securities Offering Price Sold
- -----------------------------------------------------------------------------
Debit $ $
Equity $variable $5,000,000
- -----------------------------------------------------------------------------
[ ] [ ]
Common Preferred
- -----------------------------------------------------------------------------
Convertible Securities $ $
Partnership $ $
Other (Specify) $ $
Total $variable $5,000,000
- -----------------------------------------------------------------------------
Answer also in Appendix, Column 3, if filing under SCOR.
2. Enter the number of accredited and non-accredited investors who have
purchased securities in this offering and the aggregate dollar amounts of their
purchases. For offerings under Rule 504, indicate the number of persons who
have purchased securities and the aggregate dollar amount of their purchases on
the total lines. Enter '0' if answer is 'none' or 'zero.'
Aggregate
Number Dollar Amount
Investors Of Purchases
- -----------------------------------------------------------------------------
Accredited Investors 1 $
Unaccredited Investors 0 $0
Total (for filings under Rule 504 only) 1 $
Total $variable $5,000,000
- -----------------------------------------------------------------------------
Answer also in Appendix, Column 4, if filing under SCOR.
3. If this filing is for an offering under Rule 504 or 505, enter the
information requested for all securities sold by the issuer, to date, in
offerings of the types indicated, in the twelve (12) months prior to the first
sale of securities in this offering. Classify securities by type listed in Part
C - Question 1.
Type of Dollar Amount
Type of Offering Security Sold
- -----------------------------------------------------------------------------
Rule 505 1 $5,000,000
Regulation A $
Rule 504 1 $
Total 1 $5,000,000
- -----------------------------------------------------------------------------
4. a. Furnish a statement of all expenses in connection with the issuance and
distribution of the securities in this offering. Exclude amounts relating
solely to organization expenses of the issuer. The information may be given as
subject to future contingencies. If the amount of an expenditure is not known,
furnish an estimate and check the box to the left of the estimate.
- -----------------------------------------------------------------------------
Transfer Agent's Fees [ ] $
Printing and Engraving Costs [ ] $
Legal Fees [ ] $
Accounting Fees [ ] $
Engineering Fees [ ] $
Sales Commissions (specify finder's fees separately) [ ] $
Other Expenses (identify) Management Services [ ] $150,000
Total [ ] $150,000
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
C. OFFERING PRICE, NUMBER OF INVESTORS, EXPENSES AND USE OF PROCEEDS
- -----------------------------------------------------------------------------
<PAGE> 98
b. Enter the difference between the aggregate offering price given in response
to Part C - Question 1 and total expenses furnished in response to Part C -
Question 4.a. This difference is the
"Adjusted gross proceeds to the issuer."...........................$4,850,000
5. Indicate below the amount of the adjusted gross proceeds to the issuer used
or proposed to be used for each of the purposes shown. If the amount for any
purpose is not know, furnish an estimate and check the box to the left of the
estimate. The total of the payments listed must equal the adjusted gross
proceeds to the issuer set for in response to Part C - Question 4.b. above.
Payments to
Officers,
Directors & Payment to
Affiliates Others
- -----------------------------------------------------------------------------
Salaries & Fees [ ] $ [ ] $200,000
- -----------------------------------------------------------------------------
Purchase of Real Estate [ ] $ [ ] $450,000
- -----------------------------------------------------------------------------
Purchase, rental or leasing and installation
of machinery and equipment [ ] $ [ ] $260,000
- -----------------------------------------------------------------------------
Construction or leasing of plant buildings
and facilities [ ] $ [ ] $
- -----------------------------------------------------------------------------
Acquisition of other business (including the
value of securities involved in this offering
that may be used in exchange for the assets
or securities of another issuer pursuant to
a merger) [ ] $ [ ] $
- -----------------------------------------------------------------------------
Repayment of indebtedness [ ] $ [ ] $
- -----------------------------------------------------------------------------
Working Capital [ ] $ [ ] $2,000,000
- -----------------------------------------------------------------------------
INVENTORY [ ] $ [ ] $2,090,000
- -----------------------------------------------------------------------------
Total of Columns [ ] $ [ ] $5,000,000
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
D. FEDERAL SIGNATURE
- -----------------------------------------------------------------------------
The issuer had duly caused this notice to be signed by the undersigned duly
authorized person. If this notice is filed under rule 505, the following
signature constitutes an undertaking by the issuer to furnish to the U.S.
Securities and Exchange Commission, upon written request of its staff, the
information furnished by the issuer to any non-accredited investor pursuant to
paragraph (b)(2) of Rule 502.
- -----------------------------------------------------------------------------
Issuer (Print or Type) Signature Date
Tigershark Enterprise, Inc. /s/Colin Smith 3/20/98
- -----------------------------------------------------------------------------
Name of Signer (Print or Type) Title of Signer March 20, 1998
Colin Smith President
- -----------------------------------------------------------------------------
ATTENTION
- -----------------------------------------------------------------------------
Intentional misstatements or omissions of fact constitute federal law criminal
violations. (See 18 U.S.C. 1001.)
- -----------------------------------------------------------------------------
<PAGE> 99
- -----------------------------------------------------------------------------
E. STATE SIGNATURE
- -----------------------------------------------------------------------------
1. Is any party described in 17 CFR 230.252(c), (d), (e) or (f) presently
subject to any of the disqualification's of such rule?
[ ]Yes [ ]No
2. The undersigned issuer hereby undertakes to furnish to any state
administrator of any state in which this notice is filed, a notice on Form D(17
CFR 239.500) at such times as required by state law.
3. The undersigned issuer hereby undertakes to furnish to the state
administrators, upon written request, information furnished by the issuer to
offerees.
4. The undersigned issuer represent that the issuer is familiar with the
conditions that must be satisfied to be entitled to the Uniform limited Offering
Exemption (SCOR) of the state in which this notice is filed and understands that
the issuer claiming the availability of this exemption has the burden of
establishing that these conditions have been satisfied.
The issuer has read this notification and knows the contents to be true and had
duly caused this notice to be signed on its behalf by the undersigned duly
authorized person.
- -----------------------------------------------------------------------------
Issuer (Print or Type) Signature Date
Tigershark Enterprises, Inc. /s/Colin Smith March 20, 1998
- -----------------------------------------------------------------------------
Name (Print or Type) Title (Print or Type)
Colin Smith President
Instruction:
Print the name and title of the signing representative under his signature for
the state portion of this form. One copy of every notice on Form D must be
manually signed. Any copies not manually signed must be photocopies of the
manually signed copy or bear typed or printed signatures.
<PAGE> 100
EX-99c Consent of Stockholders 5/13/98
TIGERSHARK ENTERPRISES, INC.
(A NEVADA CORPORATION)
CONSENT OF STOCKHOLDERS
The undersigned, constituting the holders of a majority of the issued and
outstanding shares of Common Stock of Tigershark Enterprises, Inc., a Nevada
corporation (the "Corporation") do hereby adopt and consent to the following
resolutions:
RESOLVED, that the name of the Corporation be and hereby is changed to "Great
White Marine and Recreation, Inc." and that the directors and officers of the
Corporation be and hereby are authorized to execute and deliver and cause to be
filed in the office of the Secretary of State of the State of Nevada an
amendment to the Corporation's Articles of Incorporation changing its name to
Great White Marine and Recreation, Inc.
RESOLVED, that the directors and officers of the Corporation are authorized,
empowered and directed to execute and deliver such documents and agreements and
to do any and all other things in its name and behalf which they deem necessary
or advisable to carry out the purposes and intentions of these resolutions.
The undersigned, being the holders of a majority of the issued and
outstanding shares of Common Stock of the Corporation, hereby give their consent
to the foregoing resolutions, and direct that this Consent be filed with the
minutes of the meetings of the stockholders, such Consent to have the same force
and effect as a majority vote at a meeting of the stockholders if one had been
held May 13, 1998 and may be certified as such by the Secretary or other proper
officer of the Corporation.
/s/Alvis Colin Smith_________
Alvis Colin Smith
/s/Margaret J. Smith_________
Margaret J. Smith
/s/Lourdes G. Smith__________
Lourdes G. Smith
/s/Mark Danny Smith__________
Mark Daniel Smith
/s/Felicia Smith Ursrey______
Felicia Smith Ursrey
<PAGE> 101
CERTIFICATE OF SECRETARY
I, Margaret J. Smith, Secretary of Tigershark Enterprises, Inc., hereby
certify the attached Certificate of Amendment of Articles of Incorporation of
this corporation was duly adopted by the Board of Directors at a meeting held on
May 13, 1998, at which meeting a quorum was present and was consented to in
writing by a majority of the holders of the issued and outstanding shares of the
Common Stock of the corporation.
/s/Margaret J. Smith_________
Margaret J. Smith
<PAGE> 102
[DESCRIPTION]EX-99d Unanimous Consent of Directors 6/9/98
Unanimous Consent
Of
Directors
The undersigned, constituting all of the members of the Board of Directors
of Great White Marine and Recreation, Inc., a Nevada corporation (the
'Corporation'), do hereby consent, approve and ratify the following action taken
on the 9th day of June, 1998.
RESOLVED, that a special cash dividend is hereby declared out of the
undivided profits of the Corporation, payable July 20, 1998, to the holders of
record at the close of business on June 19, 1998 in the amount of Ten Cents
($.10) per share on the outstanding Common Stock of the Corporation and the
Treasurer is directed and authorized to cause the same to be paid on the payment
date specified.
The undersigned, being all the Directors of the Corporation, hereby give
their unanimous consent to the foregoing resolution, and direct that this
Consent be filed with the minutes of the meetings of the Board of Directors.
Such Consent shall have the same force and effect as a unanimous vote at a
meeting of the Board of Directors if one had been held on June 9, 1998, and may
be certified as such by the Secretary or other proper officer of the
Corporation.
/s/Alvis Colin Smith_________
Alvis Colin Smith
/s/Margaret J. Smith_________
Margaret J. Smith
/s/Christopher Smith_________
Christopher Smith
<PAGE> 103
EX-99f Certificate of Name Change
CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
TIGERSHARK ENTERPRISES, INC.
We the undersigned Alvis Colin Smith and Margaret J. Smith of Tigershark
Enterprises, Inc. do hereby certify:
That the Board of Directors of said corporation at a meeting duly convened
and held on the 13th day of May, 1998, adopted a resolution to amend the
original articles as follows:
'Article 1 is hereby amended to read as follows:
ARTICLE 1: The name of the corporation is:
GREAT WHITE MARINE AND RECREATIONS, INC.'
The number of shares of the corporation outstanding and entitled to vote
on an amendment to the Articles of Incorporation are 7,133,000; that the said
change and amendment has been consented to and approved by a majority vote of
the stockholders holding at least a majority of each class of stock outstanding
and entitled to vote thereon.
/s/Alvis Colin Smith_________
President
/s/Margaret J. Smith_________
Secretary
State of Texas )
) ss.
County of McLennan )
On May 21, 1998, personally appeared before me, a Notary Public, Alvis
Colin Smith and Margaret J. Smith who acknowledged that they executed the above
instrument.
/s/Celeste Y. Riney__________
Signature of Notary
[Notary Stamp or Seal]
<PAGE> 104
EX-99g Certificate of Existence
SECREATARY OF STATE
[seal of state of Nevada]
STATE OF NEVADA
CERTIFICATE OF EXISTENCE WITH STATUS IN GOOD STANDING
I, DEAN HELLER, the duly elected and qualified Nevada Secretary of State, do
hereby certify that I am, by the laws of said State, the custodian of the
records relating to fillings by corporations, limited-liability companies,
limited partnerships, and limited-liability partnerships pursuant to Title 7 of
the Nevada Revised Statutes which are either presently in a status of good
standing or were in good standing for a time period subsequent of 1976 and am
the proper officer to execute this certificate.
I further certify that the records of the Nevada Secretary of State, at the date
of this certificate, evidence, GREAT WHITE MARINE AND RECREATION, INC., as a
corporation duly organized under the laws of Nevada and existing under and by
virtue of the laws of the State of Nevada since October 8, 1997, and is in good
standing in this state.
[the great seal of the
state of Nevada] IN WITNESS WHEREOF, I have hereunto set
and affixed the Great Seal of State, at my
office, in Carson City, Nevada, on June
26,1998.
/s/Dean Heller
Secretary of State
By /s/Jacqueline Curry
Certification Clerk
<PAGE> 105
EX-99h Letter from OTC Compliance Unit of NASD
[logo] NASD Regulation, Inc.
9513 Key West Avenue
Rockville, MD 20850
NASD REGULATION
301-590-6500
TELECOPIER
January 9, 1998
Mr. Richard A. Henning
Capital Bay Securities, Inc.
2200-D Douglas Blvd., Suite 130
Roseville, CA 95661
RE: Tigershark Enterprises, Inc. Common Stock (8163)
Dear Mr. Henning:
The Association has received the information you submitted pursuant to
NASD Rule 6740 and Rule 15c2-11 under the Securities and Exchange Act of 1934 in
connection with the above referenced security(ies).
This letter will confirm that on January 9, 1998, acting in reliance upon
the information contained in the filling, we have cleared your request for an
unpriced quotation on the OTC Bulletin Board for Tigershark Enterprises, Inc.
Common Stock. If you decide to enter a priced quotation (bid or offer) in this
security in any quotations medium, you must supplement your filing with the Form
211. This supplemental filing must include the basis and factors for your
priced quotation and be received by the NASD three days before the priced entry
appears in a quotations medium (See Notice to Members 90-40).
Please be advised that in clearing your filing it should not be assumed
that any federal, state, or self-regulatory requirements other than Rule 6740
and Rule 15c2-11 have been considered. Furthermore, this clearance should not
be construed as indicating that the NASD has passed upon the accuracy or
adequacy of the documents contained in your Rule 15c2-11 submission.
For members who receive clearance to enter quotations on the OTC Bulletin
Board, the Association's Market Operations Unit will contact your firm within 24
hours of receipt of this letter. If you have any questions regarding this
matter, please contact the undersigned at (301) 212-8129.
Very truly yours,
/s/David W. McClarin
David W. McClarin
Associate Compliance Examiner
OTC Compliance Unit
cc: National Quotations Bureau
<PAGE> 110
EX-99i Form D 506
FORM D UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D
NOTICE OF SALE OF SECURITIES
PURSUANT TO REGULATION D,
SECTION 4(6), AND/OR
UNIFORM LIMITED OFFERING EXEMPTION
- ------------------------------------------------------------------------------
Name of offering ([] check if this is an amendment and name has changed, and
indicate change)
Company's Series 1998-A and Series 1998-B Convertible Notes
- -------------------------------------------------------------------------------
Filing Under (Check box(es) that apply): [] Rule 504[]Rule 505[X]Rule 506
[]Section 4(6) []ULOE
Type of Filing: [X]New Filing [] Amendment
- --------------------------------------------------------------------------------
A. BASIC IDENTIFICATION DATA
- --------------------------------------------------------------------------------
1. Enter the information requested about the issuer
- --------------------------------------------------------------------------------
Name of Issuer ([] check if this is an amendment and name has changed, and
indicate change.)
Great White Marine and Recreation, Inc.
- --------------------------------------------------------------------------------
Address of Executive Offices (Number and Street, City, State, Zip Code)
[Telephone Number
208 Otis, Waco, Texas, 76712 [(254)776-3999
- --------------------------------------------------------------------------------
Address of Principal Business Operations(Number and Street,City,State,Zip Code)
[Telephone Number
(if different from Executive Offices)
- --------------------------------------------------------------------------------
Brief Description of Business - Distributor (both export and import)of
watercraft and recreational vehicles and related products through a network of
dealers from the Southwestern United States in Mexico, Central America and South
America
- --------------------------------------------------------------------------------
Type of Business Organization
[X] corporation []limited partnership, already formed []other,(please specify)
[] business trust []limited partnership, to be formed
- --------------------------------------------------------------------------------
Actual or Estimated Date of Incorporation or Organization: Month Year
[x]actual []estimated
[10] [97]
Jurisdiction of Incorporation or Organization: (Enter two-letter U.S. Postal
Service abbreviation for State;
CN for Canada; FN for other foreign jurisdiction) [NV]
- -------------------------------------------------------------------------------
GENERAL INSTRUCTIONS
Federal:
Who Must File: All issuers making an offering of securities in reliance on an
exemption under Regulation D or Section 4(6), 17 CFR 230.501 et seq. or 15
U.S.C. 77d(6).
When to File: A notice must be filed no later than 15 days after the first sale
of securities in the offering. A notice is deemed filed with the U.S.
Securities and Exchange Commission (SEC) on the earlier of the date it is
received by the SEC at the address given below or if, received at that address
after the date on which it is due, on the date it was mailed by United States
registered or certified mail to that address.
Where to File: U.S. Securities and Exchange Commission, 450 Fifth Street, NW,
Washington, D.C. 20549
Copies Required: Five (5) copies of this notice must be filed with the SEC, one
of which must be manually signed. Any copies not manually signed must be
photocopies of the manually signed copy or bear typed or printed signatures.
Information Required: A new filing must contain all information requested.
Amendments need only report the name of the issuer and offering, any changes
thereto, the information requested in Part C, and any material changes from the
information previously supplied in Parts A and B. Part E and the Appendix need
not be filed with the SEC.
Filing Fee: There is no federal filing fee.
State:
This notice shall be used to indicate reliance on the Uniform Limited Offering
Exemption (ULOE) for sales of securities in those states that have adopted ULOE
and that have adopted this form. Issuers relying on ULOE must file a separate
notice with the Securities Administrator in each state where sales are to be,or
have been made. If a state requires the payment of a fee as a precondition to
the claim for the exemption, a fee in the proper amount shall accompany this
form. This notice shall be filed in the appropriated states in accordance with
state law. The Appendix to the notice constitutes a part of this notice and
must be completed.
ATTENTION
---------------------------------------------------------------------
Failure to file notice in the appropriate states will not result in a loss
of the federal exemption. Conversely, failure to file the appropriate federal
notice will not result in a loss of an available state exemption unless such
exemption is predicated on the filing of a federal notice.
- ---------------------------------------------------------------------------
Potential persons who are to respond to the collection of information
contained in this form are not required to respond unless the form displays a
currently valid OMB control number.
SEC 1972 (2-97) 1 of 8
<PAGE> 111
- ----------------------------------------------------------------------------
A. BASIC IDENTIFICATION DATA
- ----------------------------------------------------------------------------
2.Enter the information requested for the following:
* Each promoter of the issuer, if the issuer has been organized within the
past five years;
*Each beneficial owner having the power to vote or dispose, or direct the
vote or disposition of, 10% or more of a class of equity securities of the
issuer;
*Each executive officer and director of corporate issuers and of corporate
general and managing partners of partnership issuers;
and
*Each general and managing partner of partnership issuers.
- ----------------------------------------------------------------------------
Check Box(es) that Apply:[]Promoter [X]Beneficial Owner [X]Executive Officer
[X]Director []General and/or Managing Partner
- ----------------------------------------------------------------------------
Full Name (Last name first, if individual)
Smith, Alvis Colin
- ----------------------------------------------------------------------------
Business or Residence Address (Number and Street, City, State, Zip Code)
11004 Sandalwood Drive, Waco, Texas 76712
- ---------------------------------------------------------------------------
Check Box(es) that Apply:[]Promoter [X]Beneficial Owner [X]Executive Officer
[X]Director []General and/or Managing Partner
Smith, Margaret Jane
- ---------------------------------------------------------------------------
Business or Residence Address (Number and Street, City, State, Zip Code)
208 Otis Drive, Waco, Texas 76712
- ---------------------------------------------------------------------------
Check Box(es) that Apply: []Promoter []Beneficial Owner [X]Executive Officer
[X]Director []General and/or Managing Partner
- ---------------------------------------------------------------------------
Full name (Last name first, if individual)
Smith, Christopher
- ---------------------------------------------------------------------------
Business or Residence Address (Number and Street, City, State, Zip Code)
208 Otis Drive, Waco, Texas 76712
- ---------------------------------------------------------------------------
Check Box(es) that Apply: []Promoter []Beneficial Owner []Executive Officer
[]Director []General and/or Managing Partner
- ---------------------------------------------------------------------------
Full name (Last name first, if individual)
- ---------------------------------------------------------------------------
Business or Residence Address (Number and Street, City, State, Zip Code)
- ---------------------------------------------------------------------------
Check Box(es) that Apply: []Promoter []Beneficial Owner []Executive Officer
[]Director []General and/or Managing Partner
- ---------------------------------------------------------------------------
Full name (Last name first, if individual)
- ---------------------------------------------------------------------------
Business or Residence Address (Number and Street, City, State, Zip Code)
- ---------------------------------------------------------------------------
Check Box(es) that Apply: []Promoter []Beneficial Owner []Executive Officer
[]Director []General and/or Managing Partner
- ---------------------------------------------------------------------------
Full name (Last name first, if individual)
- ---------------------------------------------------------------------------
Business or Residence Address (Number and Street, City, State, Zip Code)
- ---------------------------------------------------------------------------
Check Box(es) that Apply: []Promoter []Beneficial Owner []Executive Officer
[]Director []General and/or Managing Partner
- ---------------------------------------------------------------------------
Full name (Last name first, if individual)
- ---------------------------------------------------------------------------
Business or Residence Address (Number and Street, City, State, Zip Code)
- ---------------------------------------------------------------------------
(Use blank sheet,or copy and use additional copies of this sheet, as necessary)
2 of 8
<PAGE> 113
- ----------------------------------------------------------------------------
B. INFORMATION ABOUT OFFERING
- ----------------------------------------------------------------------------
1. Has the issuer sold or does the issuer intend to sell, to non-accredited
investors in this offering? Yes No
Answer also in Appendix, Column 2, if filing under ULOE [] [X]
2. What is the minimum investment that will be accepted from any individual?
$_NA____
Yes No
3. Does the offering permit joint ownership of a single unit?[] [X]
4. Enter the information requested for each person who has been or will be paid
or given, directly or indirectly, any commission or similar remuneration for
solicitation of purchasers in connection with sales of securities in the
offering. If a person to be listed is an associated person or agent of a broker
or dealer registered with the SEC and/or with a state or states, list the name
of the broker or dealer. If more than five (5) persons to be listed are
associated persons of such a broker or dealer, you may set forth the information
for that broker or dealer only. N/A
- -------------------------------------------------------------------------------
Full name (Last name first, if individual)
- -------------------------------------------------------------------------------
Business or Residence Address (Number and Street, City, State, Zip Code)
- -------------------------------------------------------------------------------
Name of Associated Broker or Dealer
- -------------------------------------------------------------------------------
State in Which Person Listed Has Solicited or Intends to Solicit Purchasers
(Check 'All States' or check individual States)..................[]All States
[AL][AK][AZ][AR][CA][CO][CT][DE][DC][FL][GA][HI][ID]
[IL][IN][IA][KS][KY][LA][ME][MD][MA][MI][MN][MS][MO]
[MT][NE][NV][NH][NJ][NM][NY][NC][ND][OH][OK][OR][PA]
[RI][SC][SD][TN][TX][UT][VT][VA][WA][WV][WI][WY][PR]
- --------------------------------------------------------------------------------
Full name (Last name first, if individual)
- --------------------------------------------------------------------------------
Business or Residence Address (Number and Street, City, State, Zip Code)
- --------------------------------------------------------------------------------
Name of Associated Broker or Dealer
- --------------------------------------------------------------------------------
State in Which Person Listed Has Solicited or Intends to Solicit Purchasers
(Check 'All States' or check individual States)..................[]All States
[AL][AK][AZ][AR][CA][CO][CT][DE][DC][FL][GA][HI][ID]
[IL][IN][IA][KS][KY][LA][ME][MD][MA][MI][MN][MS][MO]
[MT][NE][NV][NH][NJ][NM][NY][NC][ND][OH][OK][OR][PA]
[RI][SC][SD][TN][TX][UT][VT][VA][WA][WV][WI][WY][PR]
- --------------------------------------------------------------------------------
Full name (Last name first, if individual)
- --------------------------------------------------------------------------------
Business or Residence Address (Number and Street, City, State, Zip Code)
- --------------------------------------------------------------------------------
Name of Associated Broker or Dealer
- --------------------------------------------------------------------------------
State in Which Person Listed Has Solicited or Intends to Solicit Purchasers
(Check 'All States' or check individual States)..................[]All States
[AL][AK][AZ][AR][CA][CO][CT][DE][DC][FL][GA][HI][ID]
[IL][IN][IA][KS][KY][LA][ME][MD][MA][MI][MN][MS][MO]
[MT][NE][NV][NH][NJ][NM][NY][NC][ND][OH][OK][OR][PA]
[RI][SC][SD][TN][TX][UT][VT][VA][WA][WV][WI][WY][PR]
- --------------------------------------------------------------------------------
(Use blank sheet, or copy and use additional copies of this sheet, as necessary)
3 of 8
<PAGE> 114
- --------------------------------------------------------------------------------
C. OFFERING PRICE, NUMBER OF INVESTORS, EXPENSES AND USE OF PROCEEDS
- --------------------------------------------------------------------------------
1. Enter the aggregate offering price of securities included in this offering
and the total amount already sold. Enter '0' if answer is 'none' or 'zero'. If
the transaction is an exchange offering, check this box [] and indicate in the
column below the amounts of the securities offered for exchange and already
exchanged.
Type of Security Aggregate AmountAlready
Offering Price Sold
Debt............................................$________ $________
Equity..........................................$________ $________
[]Common []Preferred
Convertible Securities (including warrants).....$5,000,000 $1,000,000
Partnership Interests...........................$________ $________
Other (Specify______________________)...........$________ $________
Total.....................................$5,000,000 $1,000,000
Answer also in Appendix, Column 3, if filing ULOE
2. Enter the number of accredited and non-accredited investors who have
purchased securities in this offering and the aggregate dollar amount of their
purchases. For offerings under Rule 504, indicate the number of persons who
have purchased securities and the aggregate dollar amount of their purchases on
the total lines. Enter '0' if answer is 'none' or 'zero.'
Number Aggregate
Investors Dollar Amount
Of Purchases
Accredited Investors............................___1_____ $1,000,000
Non-Accredited Investors........................_________ $___________
Total (for filings under Rule 504 only)..._________ $___________
Answer also in Appendix, Column 4, if filing under ULOE
3. If this filing is for an offering under Rule 504 or 505, enter the
information requested for all securities sold by the issuer, to date, in
offerings of the types indicated, in the twelve (12) months prior to the first
sale of securities in this offering. Classify securities by type listed in Part
C-Questions 1.
Type of offering Type of Dollar Amount
Security Sold
Rule 505..................................________ $___________
Regulation A..............................________ $___________
Rule 504..................................________ $__________
Total...............................________ $___________
4.a. Furnish a statement of all expenses in connection with the issuance and
distribution of the securities in this offering. Exclude amounts relating
solely to organization expenses of the issuer. The information may be given as
subject to future contingencies. If amount of an expenditure is not known,
furnish an estimate and check the box to the left of the estimate.
Transfer Agent's Fees.....................................[] $________
Printing and Engraving Costs.............................[X] $2,000_____
Legal Fees................................................[] $________
Accounting Fees...........................................[] $________
Engineering Fees..........................................[] $________
Sales Commissions(Specify finder's fees separately)Finder's Fees
......Only[X] $500,000
Other Expenses (identify)_Escrow Fees________.............[X] $ 50,000
Total...............................................[X] $552,000
4 of 8
<PAGE> 115
- -----------------------------------------------------------------------------
C. OFFERING PRICE, NUMBER OF INVESTORS, EXPENSES AND USE OF PROCEEDS
- -----------------------------------------------------------------------------
b. Enter the difference between the aggregate offering price given in response
to Part C-Question 1 and total expenses furnished in response to Part C-Question
4.a. This difference is the 'adjusted gross proceeds to the
issuer.'.............................................................$4,250,000
5. Indicate below the amount of the adjusted gross proceeds to the issuer used
or proposed to be used for each of the purposes shown. If the amount for any
purpose is not known, furnish an estimate and check the box to the left of the
estimate. The total of the payments listed must equal the adjusted gross
proceeds to the issuer set forth in response to Part C-Question 4.b. above.
Payments to
Officers
Directors & Payments To
Affiliates Others
Salaries and fees.............................[]$_________ []$_______
Purchase of real estate.......................[]$_________ []$_______
Purchase, rental or leasing and installation of machinery and equipment
....[]$_________ []$_______
Construction or leasing of plant buildings and facilities
....[]$_________ []$_______
Acquisition of other businesses(including the value of securities
Involved in this offering that may be used in exchange for the assets or
securities of another issuer pursuant to a merger
....[]$_________ []$_______
Repayment of indebtedness.....................[]$_________ []$_______
Working Capital...............................[]$_________ []$_______
Other (specify)_______Purchase 1999 Inventory []$_________ []$4,448,000
______________________________________________
_________________________________________....[]$__________ []$_______
Column Totals................................[]$__________ []$4,448,000
Total Payments Listed(column totals added)...[]$__________ []$4,448,000
- -----------------------------------------------------------------------------
D. FEDERAL SIGNATURE
- -----------------------------------------------------------------------------
The issuer has duly caused this notice to be signed by the undersigned duly
authorized person. If this notice is filed under Rule 505, the following
signature constitutes and undertaking by the issuer to furnish to the U.S.
Securities Exchange Commission, upon written request of its staff, the
information furnished by the issuer to any non-accredited investor pursuant to
paragraph(b)(2) of rule 502.
- -----------------------------------------------------------------------------
Issuer (Print or Type) Signature Date
Great White Marine
and Recreation, Inc. /s/Christopher Smith July 24, 1998
- -----------------------------------------------------------------------------
Name of Signer (Print or Type) Title of Signer (Print or Type)
Christopher Smith Vice President & Director
- -----------------------------------------------------------------------------
ATTENTION
- -----------------------------------------------------------------------------
Intentional misstatements or omissions of fact constitute federal criminal
violations. (See 18 U.S.C. 1001.)
- -----------------------------------------------------------------------------
5 of 8
<PAGE> 116
- -----------------------------------------------------------------------------
E. STATE SIGNATURE
- -----------------------------------------------------------------------------
1. Is any party described in 17 CFR 230.252(c),(d),(e) or (f) presently subject
to any disqualification provisions of such rule?....................Yes No
[] []
See Appendix, Column 5, for state response.
2. The undersigned issuer hereby undertakes to furnish to any state
administrator of any state in which this notice is filed, a notice on Form D (17
CFR 239.500) at such times as required by state law.
3. The undersigned issuer hereby undertakes to furnish to the state
administrators, upon written request, information furnished by the issuer to
offerees.
4. The undersigned issuer represents that the issuer is familiar with the
conditions that must be satisfied to be entitled to the Uniform Limited Offering
Exemption (ULOE) of the state in which this notice is filed and understands that
the issuer claiming the availability of this exemption has the burden of
establishing that these conditions have been satisfied.
The issuer has read this notification and knows the contents to be true and has
duly caused this notice to be signed on its behalf by the undersigned duly
authorized person.
- -----------------------------------------------------------------------------
Issuer(Print or Type) Signature Date
- -----------------------------------------------------------------------------
Name of Signer(Print or Type) Title of Signer (Print or Type)
- -----------------------------------------------------------------------------
Instruction:
Print the name and title of the signing representative under his signature for
the state portion of this form. One copy of every notice on Form D must be
manually signed. Any copies not manually signed must be photocopies of the
manually signed copy or bear typed or printed signatures.
6 of 8
