<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 of 15(d) of the
Securities Exchange Act of 1934
July 14, 1999
------------------------------------------------
Date of Report (date of earliest event reported)
MPEG SUPER SITE, INC.
----------------------------------------------------
Exact name of Registrant as Specified in its Charter
Colorado 0-24869 84-1473048
- --------------------------- --------------- ---------------------------
State or Other Jurisdiction Commission File IRS Employer Identification
of Incorporation Number Number
1358 5th Street, Santa Monica, California 90401
----------------------------------------------------------
Address of Principal Executive Offices, Including Zip Code
(310) 823-8622
--------------------------------------------------
Registrant's Telephone Number, Including Area Code
Copper Capital Corp.
5770 South Beech Court
Greenwood Village, Colorado 80121
-----------------------------------------------------------
Former Name or Former Address, if Changed Since Last Report
<PAGE>
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
On July 14, 1999, MPEG Super Site, Inc. (formerly "Copper Capital Corp.")
(the "Company") completed the acquisition of 100% of the outstanding common
stock of MPEG Super Site, Inc., a Nevada corporation ("MPEG"), in exchange for
7,000,000 shares of the Company's Common Stock (approximately 58.3% of the
shares now outstanding).
The stock issuances were made pursuant to an Agreement ("Agreement")
between the Company and MPEG. The terms of the Agreement were the result of
negotiations between the managements of the Company and MPEG. However, the
Board of Directors did not obtain any independent "fairness" opinion or other
evaluation regarding the terms of the Agreement, due to the cost of obtaining
such opinion or evaluation.
The foregoing summary of the Agreement is qualified by reference to the
complete text of the Agreement, together with the schedules thereto, which is
filed as Exhibit 10 hereto, and is incorporated herein by this reference.
As a result of the transaction with MPEG and the issuance of the
7,000,000 shares of the Company's Common Stock, following are those persons
known by the Company to own 5% or more of the Company's Voting Stock:
Percent of
Outstanding
Name and Address Voting Shares Voting Shares
---------------- ------------- -------------
Kunimitsu Misawa 3,950,000 32.9%
13900 Panay Way, #M206
Marina del Rey, CA 90292
Joseph S. Muto 1,700,000 14.2%
6 Mela Lane
Rancho Palos Verdes, CA 90275
Thomas McGrew 450,000 3.75%
4824 Neblina Drive
Carlsbad, CA 92008
Kristen Welles-Lanham 1,700,000 14.2%
45 Glen Echo
Dove Canyon, CA 92679
Joseph J. Peirce 1,035,000 8.6%
5125 West Lake Avenue
Littleton, CO 80123
Timothy J. Brasel 910,000 (1) 7.6%
5770 S. Beech Court
Greenwood Village, CO 80121
_________________
(1) Includes 265,000 shares held by Brasel Family Partners, Ltd. and 645,000
shares held by La Mirage Trust.
2
<PAGE>
Effective on the closing of the acquisition, the Company's officers and
directors were as follows:
Kunimitsu Misawa - Chairman of the Board
Thomas McGrew - President and Director
Bruce M. Tomiyama - CFO and Secretary
Joseph S. Muto - Director
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
As described in Item 1 of this Report, on July 14, 1999, the Company
acquired all of the issued and outstanding common stock of MPEG Super Site,
Inc. ("MPEG") in exchange for shares of the Company's Common Stock. The
acquisition of MPEG (accounting acquirer) by the Company (nonoperating shell)
is considered in substance to be a capital transaction and is accounted for in
a manner similar to a reverse acquisition.
MPEG Super Site, located on the web at "www.MPEGSUPERSITE.com," is a
content provider of music and entertainment. The Internet has allowed
companies a direct avenue to the consumer that conventional artists and music
companies have been unable to achieve in the past. MPEG Super Site will
utilize the Internet and its technologies to permit the consumer to download
and play music, close to CD quality, directly from their website. In
addition, MPEG Super Site plans to take this approach to the next level by
allowing consumers to view or download live events including concerts, pay-
per-view programs and live sporting events from anywhere in the world. Thus,
the content will attract the end consumer and allow MPEG Super Site to derive
revenue from that download and pay-per-view as well as the advertisers for the
event(s). Further, MPEG Super Site has a working agreement with the high
profile Internet music provider mp3.com and is currently negotiating
additional strategic alliances with other companies involved in Internet
production, marketing and technology.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED. The following financial
statements for MPEG Super Site, Inc. for the period from June 18, 1999
(inception) to June 30, 1999 are filed herewith:
INDEX
PAGE
1) AUDITED FINANCIAL STATEMENTS OF MPEG SUPERSITE, INC.
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT . . . . . . . . . .F-1
FINANCIAL STATEMENTS
Balance Sheet . . . . . . . . . . . . . . . . . . . . . . . . . . .F-2
Statement of Operations . . . . . . . . . . . . . . . . . . . . . .F-3
Statement of Stockholders' Equity . . . . . . . . . . . . . . . . .F-4
Statement of Cash Flows . . . . . . . . . . . . . . . . . . . . . .F-5
Notes to Financial Statements . . . . . . . . . . . . . . . . . . .F-6
(b) PRO FORMA FINANCIAL INFORMATION. The pro forma financial
information required by Article 11 of Regulation S-X is not yet available, and
will be filed by amendment on or before September 27, 1999.
3
<PAGE>
(c) EXHIBITS.
Exhibit 10 Agreement between Copper Capital Corp. and
MPEG Super Site, Inc.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned, hereunto duly authorized.
MPEG SUPER SITE, INC.
Dated: July 27, 1999 By:/s/ Bruce M. Tomiyami
Bruce M. Tomiyami, Secretary
4
<PAGE>
INDEPENDENT AUDITOR'S REPORT
Board of Directors
MPEG Super Site, Inc.
Las Vegas, Nevada
I have audited the accompanying balance sheet of MPEG Super Site, Inc. (a
development stage company), as of June 30, 1999; and the related statements of
operations, stockholders' equity and cash flows for period from June 18, 1999
(date of inception) to June 30, 1999. These financial statements are the
responsibility of the Company's management. My responsibility is to express an
opinion on these financial statements based on my audit.
I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that I plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. I believe that my audit provides a reasonable basis
for my opinion.
In my opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of MPEG Super Site, Inc. (a
development stage company) at June 30, 1999 and the results of its operations
and its cash flows for the period from June 18, 1999 (date of inception) to
June 30, 1999 in conformity with generally accepted accounting principles.
Kurt D. Saliger C.P.A.
July 09, 1999
F-1
<PAGE>
MPEG SUPER SITE, INC.
A Development Stage Company
BALANCE SHEET
June 30, 1999
ASSETS
CURRENT ASSETS
Cash $414,000
Accounts Receivable 7,000
--------
TOTAL CURRENT ASSETS $421,000
TOTAL ASSETS $421,000
========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable $414,000
--------
TOTAL CURRENT LIABILITIES $414,000
========
LONG-TERM DEBT 0
STOCKHOLDERS' EQUITY
Common Stock, $.001 par value
authorized 50,000,000 shares,
issued and outstanding at June 30, 1999
7,000,000 shares 7,000
Additional Paid In Capital 0
Deficit Accumulated During Development Stage 0
--------
TOTAL STOCKHOLDERS' EQUITY 7,000
--------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $421,000
========
See accompanying notes to financial statements.
F-2
<PAGE>
MPEG SUPER SITE, INC.
A development Stage Company
STATEMENT OF OPERATIONS
June 18, 1999 (Inception) to June 30, 1999
REVENUE 0
--------
TOTAL REVENUE 0
EXPENSES
General and Administrative 0
---------
TOTAL EXPENSES 0
INCOME (LOSS) FROM OPERATIONS 0
Interest Income 0
INCOME (LOSS) BEFORE INCOME TAXES 0
Provision for Income Taxes 0
---------
NET INCOME (LOSS) $ 0
=========
NET INCOME (LOSS)
PER SHARE - BASIC AND DILUTED $ 0.0000
=========
AVERAGE NUMBER OF SHARES OF
COMMON STOCK OUTSTANDING 7,000,000
=========
See accompanying notes to financial statements.
F-3
<PAGE>
MPEG SUPER SITE, INC.
A Development Stage Company
STATEMENT OF STOCKHOLDERS' EQUITY
June 30, 1999
Common Stock (Deficit)
------------ Accumulated
Number Additional During
of Paid In Development
Shares Amount Capital Stage
------ ------ ---------- -----------
Issued for Cash
June 18, 1999 7,000,000 $7,000 $0
Net Income June 18,
1999 (Inception) to
June 30, 1999 $0
--------- ------ ---------- -----------
Balance June 30, 1999 7,000,000 $7,000 $0 $0
========= ====== ========== ===========
See accompanying notes to financial statements.
F-4
<PAGE>
MPEG SUPER SITE, INC.
A Development Stage Company
STATEMENT OF CASH FLOWS
June 18, 1999 (Inception) to June 30, 1999
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income $ 0
Increase in accounts receivable (7,000)
Increase in accounts payable 414,000
--------
Net Cash (Used) In Operating Activities $407,000
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of organizational cost 0
--------
$407,000
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock for cash 7,000
--------
Net increase in cash $414,000
Cash, June 18, 1999 0
--------
Cash, June 30, 1999 $414,000
========
See accompanying notes to financial statements.
F-5
<PAGE>
MPEG SUPER SITE, INC.
A Development Stage Company
NOTES TO FINANCIAL STATEMENTS
June 18, 1999 (inception) to June 30, 1999
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY
The Company was incorporated June 18, 1999 under the laws of the State of
Nevada. The Company was organized to engage in any lawful activity. The
Company currently has no operations and, in accordance with SFAS V, is
considered a development stage company.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Method
The Company records income and expenses on the accrual method.
Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the
reporting period. Actual results could differ from those estimates.
Organizational Costs
Organizational costs are stated at cost. Amortization is recorded using
the straight-line method over a sixty (60) month period.
Income Taxes
Income taxes are provided for using the liability method of accounting in
accordance with Statement of Financial Accounting Standards No. 109 (SFAS
#109) "Accounting for Income Taxes." A deferred tax asset or liability is
recorded for all temporary differences between financial and tax reporting.
Deferred tax expense (benefit) results from the net change during the year of
deferred tax assets and liabilities.
F-6
<PAGE>
MPEG SUPER SITE, INC.
A Development Stage Company
NOTES TO FINANCIAL STATEMENTS
June 18, 1999 (inception) to June 30, 1999
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CON'T)
Loss Per Share
Net loss per share is provided in accordance with Statement of Financial
Accounting Standards No. 128 (SFAS #128) "Earnings Per Share." Basic loss per
share is computed by dividing losses available to common stockholders by the
weighted average number of common shares outstanding during the period.
Diluted loss per share reflects per share amounts that would have resulted if
dilutive common stock equivalents had been converted to common stock. As of
June 30, 1999, the Company had no dilutive common stock equivalents such as
stock options.
NOTE 3 - INCOME TAXES
There is no provision for income taxes for the period from June 18, 1999
(inception) to June 30, 1999 due to zero net income and no Nevada state income
tax in the state of the Company's domicile.
NOTE 4 - STOCKHOLDERS' EQUITY
Common Stock
The authorized common stock of the Company consists of 50,000,000 shares
with a par value of $0.001 per share with 7,000,000 shares issued and
outstanding as of June 30, 1999.
Preferred Stock
The authorized preferred stock of the Company consists of 10,000,000
shares with a par value of $0.001 per share.
NOTE 5 - JOINT VENTURE AGREEMENT
The Company has entered into a joint venture agreement with Bainbridge
Investments, Ltd. whereas Bainbridge agrees to fund the purchase of a 12G
fully reporting publicly traded vehicle. The Company is to receive $314,000
from Bainbridge for the purchase of a publicly traded vehicle as well as an
additional $100,000 for operating capital. Bainbridge will recive 2,500,QOO
shares of common stock in exchange for the initial $414,000.
Bainbridge Investments, Ltd. has also agreed to additonal funding of five
million dollars ($5,000,000) over the next fourteen months in exchange for
500,000 shares of common stock.
F-7
<PAGE>
SHARE EXCHANGE AGREEMENT
THIS SHARE EXCHANGE AGREEMENT is made this 14th day of July 1999, by and
between Copper Capital Corp., a Colorado corporation ("Copper"), MPEG Super
Site, Inc., a Nevada corporation ("MPEG"), Kunimitsu Misawa, Joseph S. Muto,
Kristen Welles-Lanham, Thomas McGrew, Bruce M. Tomiyama, and Frederic M. Meyer
("Shareholders").
WHEREAS, Copper desires to acquire all of the issued and outstanding
shares of common stock of MPEG in exchange for an aggregate of 7,000,000
authorized but unissued restricted shares of the common stock, no par value,
of Copper (the "Common Stock") the "Exchange Offer"); and
WHEREAS, MPEG desires to assist Copper in a business combination which
will result in the shareholders of MPEG owning approximately 66-2/3% of the
then issued and outstanding shares of Copper's Common Stock, and Copper
holding 100% of the issued and outstanding shares of MPEG's common stock; and
WHEREAS, the share exchange contemplated hereby will result in the MPEG
shareholders tendering all of the outstanding common stock of MPEG to Copper
in exchange solely for the Common Stock and no other consideration, which the
parties hereto intend to treat as a reorganization under I.R.C. Section
368(a)(1)(B).
NOW, THEREFORE, in consideration of the mutual promises, covenants, and
representations contained herein, THE PARTIES HERETO AGREE AS FOLLOWS:
ARTICLE 1
EXCHANGE OF SECURITIES
1.1 Issuance of Shares. Subject to all of the terms and conditions of
this Agreement, Copper agrees to offer one share of Common Stock for each
share of MPEG common stock issued and outstanding, or a total of 7,000,000
shares of Copper's Common Stock. The Common Stock will be issued directly to
the shareholders of MPEG on the Closing, in the amounts set forth on Schedule
1, which is attached hereto and incorporated herein by reference.
1.2 Exemption from Registration. The parties hereto intend that the
Common Stock to be issued by Copper to MPEG shareholders shall be exempt from
the registration requirements of the Securities Act of 1933, as amended (the
"Act"), pursuant to Section 4(2) of the Act and the rules and regulations
promulgated thereunder.
ARTICLE 2
REPRESENTATIONS AND WARRANTIES OF MPEG
Except as disclosed in Schedule 2 which is attached hereto and
incorporated herein by reference, MPEG hereby represents and warrants to
Copper that:
<PAGE>
2.1 Organization. MPEG is a corporation duly organized, validly
existing, and in good standing under the laws of Nevada, has all necessary
corporate powers to own its properties and to carry on its business as now
owned and operated by it, and is duly qualified to do business and is in good
standing in each of the jurisdictions where its business requires
qualification.
2.2 Capital. The authorized capital stock of MPEG consists of
50,000,000 shares of Common Stock, of which 7,000,000 are currently issued and
outstanding, and 10,000,000 shares of Preferred Stock, of which none are
issued and outstanding. All of the issued and outstanding shares of MPEG are
duly authorized, validly issued, fully paid, and nonassessable. There are no
outstanding subscriptions, options, rights, warrants, debentures, instruments,
convertible securities, or other agreements or commitments obligating MPEG to
issue or to transfer from treasury any additional shares of its capital stock
of any class.
2.3 Subsidiaries. MPEG does not have any subsidiaries or own any
interest in any other enterprise (whether or not such enterprise is a
corporation).
2.4 Directors and Officers. Schedule 2 contains the names and titles of
all directors and officers of MPEG as of the date of this Agreement.
2.5 Financial Statements. MPEG has delivered to Copper its audited
balance sheet as of June 30, 1999, and operating statement covering the period
from inception through June 30, 1999 (the "Financial Statements"). The
Financial Statements are complete and correct in all material respects and
have been prepared in accordance with generally accepted accounting principles
applied on a consistent basis throughout the periods indicated. The Financial
Statements accurately set out and describe the financial condition of MPEG as
of June 30, 1999.
2.6 Absence of Changes. Since June 30, 1999, except for changes in the
ordinary course of business which have not in the aggregate been materially
adverse, to the best of MPEG's knowledge, MPEG has conducted its business only
in the ordinary course and has not experienced or suffered any material
adverse change in the condition (financial or otherwise), results of
operations, properties, business or prospects of MPEG or waived or surrendered
any claim or right of material value.
2.7 Absence of Undisclosed Liabilities. Neither MPEG nor any of its
properties or assets are subject to any material liabilities or obligations of
any nature, whether absolute, accrued, contingent or otherwise and whether due
or to become due, that are not reflected in the financial statements presented
to Copper or have otherwise been disclosed to Copper.
2.8 Tax Returns. Within the times and in the manner prescribed by law,
MPEG has filed all federal, state and local tax returns required by law, or
has filed extensions which have not yet expired, and has paid all taxes,
assessments and penalties due and payable.
2.9 Investigation of Financial Condition. Without in any manner
reducing or otherwise mitigating the representations contained herein, Copper
and/or its attorneys shall have the opportunity to meet with accountants and
attorneys to discuss the financial condition of MPEG. MPEG shall make
available to Copper and/or its attorneys all books and records of MPEG.
2
<PAGE>
2.10 Trade Names and Rights. MPEG does not use any trademark, service
mark, trade name, or copyright in its business, or own any trademarks,
trademark registrations or applications, trade names, service marks,
copyrights, copyright registrations or applications.
2.11 Compliance with Laws. MPEG has complied with, and is not in
violation of, applicable federal, state or local statutes, laws and
regulations (including, without limitation, any applicable building, zoning or
other law, ordinance or regulation) affecting its properties or the operation
of its business, except for matters which would not have a material affect on
MPEG or its properties.
2.12 Litigation. MPEG is not a party to any suit, action, arbitration
or legal, administrative or other proceeding, or governmental investigation
pending or, to the best knowledge of MPEG, threatened against or affecting
MPEG or its business, assets or financial condition, except for matters which
would not have a material affect on MPEG or its properties. MPEG is not in
default with respect to any order, writ, injunction or decree of any federal,
state, local or foreign court, department, agency or instrumentality
applicable to it. MPEG is not engaged in any lawsuit to recover any material
amount of monies due to it.
2.13 Authority. MPEG has full corporate power and authority to enter
into this Agreement. The board of directors of MPEG has taken all action
required to authorize the execution and delivery of this Agreement by or on
behalf of MPEG and the performance of the obligations of MPEG under this
Agreement. No other corporate proceedings on the part of MPEG are necessary
to authorize the execution and delivery of this Agreement by MPEG in the
performance of its obligations under this Agreement. This Agreement is, when
executed and delivered by MPEG, and will be a valid and binding agreement of
MPEG, enforceable against MPEG in accordance with its terms, except as such
enforceability may be limited by general principles of equity, bankruptcy,
insolvency, moratorium and similar laws relating to creditors' rights
generally.
2.14 Ability to Carry Out Obligations. Neither the execution and
delivery of this Agreement, the performance by MPEG of its obligations under
this Agreement, nor the consummation of the transactions contemplated under
this Agreement will to the best of MPEG's knowledge: (a) materially violate
any provision of MPEG's articles of incorporation or bylaws; (b) with or
without the giving of notice or the passage of time, or both, violate, or be
in conflict with, or constitute a material default under, or cause or permit
the termination or the acceleration of the maturity of, any debt, contract,
agreement or obligation of MPEG, or require the payment of any prepayment or
other penalties; (c) require notice to, or the consent of, any party to any
agreement or commitment, lease or license, to which MPEG is bound; (d) result
in the creation or imposition of any security interest, lien, or other
encumbrance upon any material property or assets of MPEG; or (e) violate any
statute or law or any judgment, decree, order, regulation or rule of any court
or governmental authority to which MPEG is bound or subject.
2.15 Full Disclosure. None of the representations and warranties made
by MPEG herein, or in any schedule, exhibit or certificate furnished or to be
furnished in connection with this Agreement by MPEG, or on its behalf,
contains or will contain any untrue statement of material fact.
2.16 Assets. MPEG has good and marketable title to all of its tangible
properties and such tangible properties are not subject to any material liens
or encumbrances.
3
<PAGE>
2.17 Material Contracts and Obligations. Attached hereto on Schedule 2
is a list of all agreements, contracts, indebtedness, liabilities and other
obligations to which MPEG is a party or by which it is bound that are material
to the conduct and operations of its business and properties, which provide
for payments to or by the Company in excess of $10,000; or which involve
transactions or proposed transactions between the Company and its officers and
directors. Copies of such agreements and contracts and documentation
evidencing such liabilities and other obligations have been made available for
inspection by Copper and its counsel. All of such agreements and contracts
are valid, binding and in full force and effect in all material respects,
assuming due execution by the other parties to such agreements and contracts.
2.18 Consents and Approvals. No consent, approval or authorization of,
or declaration, filing or registration with, any governmental or regulatory
authority is required to be made or obtained by MPEG in connection with: (a)
the execution and delivery by MPEG of this Agreement; (b) the performance by
MPEG of its obligations under this Agreement; or (c) the consummation by MPEG
of the transactions contemplated under this Agreement.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF COPPER
Except as disclosed in Schedule 3 which is attached hereto and
incorporated herein by reference, Copper represents and warrants to MPEG that:
3.1 Organization. Copper is a corporation duly organized, valid
existing, and in good standing under the laws of Colorado, has all necessary
corporate powers to own properties and to carry on business, and it is not now
conducting any business, except to the extent to which the effecting of the
transaction contemplated by this Agreement constitutes doing business.
3.2 Capitalization. The authorized capital stock of Copper consists of
100,000,000 shares of no par value Common Stock of which 2,000,000 shares of
Common Stock are currently issued and outstanding, and 5,000,000 shares of
Preferred Stock of which none are issued and outstanding. All of the issued
and outstanding shares of Common Stock are duly authorized, validly issued,
fully paid and nonassessable. There are no outstanding subscriptions,
options, rights, warrants, convertible securities, or other agreements or
commitments obligating Copper to issue or to transfer from treasury any
additional shares of its capital stock of any class. Prior to the Closing,
current shareholders of Copper will approve a 2.5 for 1 forward split which
will increase the number of shares issued and outstanding to 5,000,000.
3.3 Subsidiaries. Copper does not presently have any subsidiaries or
own any interest in any other enterprise (whether or not such enterprise is a
corporation).
3.4 Directors and Officers. Schedule 3 contains the names and titles of
all directors and officers of Copper as of the date of this Agreement.
3.5 Financial Statements. Copper has delivered to MPEG its audited
balance sheet and statements of operations and cash flows as of and for the
period ended December 31, 1998, and its unaudited balance sheet and statements
of operations for the three months ended March 31, 1999 (the "Financial
Statements"). The Financial Statements are complete and correct in all
4
<PAGE>
material respects and have been prepared in accordance with generally accepted
accounting principles applied on a consistent basis throughout the periods
indicated. The Financial Statements accurately set out and describe the
financial condition and operating results of the Company as of the dates, and
for the periods, indicated therein. The current liabilities of Copper are set
forth on Schedule 2. As of the Closing, the total liabilities of Copper shall
be zero.
3.6 Absence of Changes. Since March 31, 1999, except for changes in the
ordinary course of business which have not in the aggregate been materially
adverse, to the best of Copper's knowledge, Copper has not experienced or
suffered any material adverse change in its condition (financial or
otherwise), results of operations, properties, business or prospects or waived
or surrendered any claim or right of material value.
3.7 Absence of Undisclosed Liabilities. To the best of Copper's
knowledge, neither Copper nor any of its properties or assets are subject to
any liabilities or obligations of any nature, whether absolute, accrued,
contingent or otherwise and whether due or to become due, that are not
reflected in the financial statements presented to MPEG.
3.8 Tax Returns. Within the times and in the manner prescribed by law,
Copper has filed all federal, state and local tax returns required by law and
has paid all taxes, assessments and penalties due and payable.
3.9 Investigation of Financial Condition. Without in any manner
reducing or otherwise mitigating the representations contained herein, MPEG
shall have the opportunity to meet with Copper's accountants and attorneys to
discuss the financial condition of Copper. Copper shall make available to
MPEG all books and records of Copper.
3.10 Trade Names and Rights. Copper does not use any trademark, service
mark, trade name, or copyright in its business, or own any trademarks,
trademark registrations or applications, trade names, service marks,
copyrights, copyright registrations or applications.
3.11 Compliance with Laws. To the best of Copper's knowledge, Copper
has complied with, and is not in violation of, applicable federal, state or
local statutes, laws and regulations (including, without limitation, any
applicable building, zoning, or other law, ordinance, or regulation) affecting
its properties or the operation of its business.
3.12 Litigation. Copper is not a party to any suit, action,
arbitration, or legal, administrative, or other proceeding, or governmental
investigation pending or, to the best knowledge of Copper, threatened against
or affecting Copper or its business, assets, or financial condition. Copper
is not in default with respect to any order, writ, injunction, or decree of
any federal, state, local, or foreign court, department agency, or
instrumentality. Copper is not engaged in any legal action to recover moneys
due to it.
3.13 No Prior or Pending Investigation. Copper is not aware of any
prior or pending investigations or legal proceedings by the SEC, any state
securities regulatory agency, or any other governmental agency regarding
Copper.
5
<PAGE>
3.14 Authority. Copper has full corporate power and authority to enter
into this Agreement and to consummate the transactions contemplated by this
Agreement. The Board of Directors of Copper has taken all action required to
authorize the execution and delivery of this Agreement by or on behalf of
Copper, the performance of the obligations of Copper under this Agreement and
the consummation by Copper of the transactions contemplated under this
Agreement. No other corporate proceedings on the part of Copper are necessary
to authorize the execution and delivery of this Agreement by Copper in the
performance of its obligations under this Agreement. This Agreement is, and
when executed and delivered by Copper, will be a valid and binding agreement
of Copper, enforceable against Copper in accordance with its terms, except as
such enforceability may be limited by general principles of equity,
bankruptcy, insolvency, moratorium and similar laws relating to creditors
rights generally.
3.15 Ability to Carry Out Obligations. Neither the execution and
delivery of this Agreement, the performance by Copper of its obligations under
this Agreement, nor the consummation of the transactions contemplated under
this Agreement will, to the best of Copper's knowledge: (a) violate any
provision of Copper's articles of incorporation or bylaws; (b) with or without
the giving of notice or the passage of time, or both, violate, or be in
conflict with, or constitute a default under, or cause or permit the
termination or the acceleration of the maturity of, any debt, contract,
agreement or obligation of Copper, or require the payment of any prepayment or
other penalties; (c) require notice to, or the consent of, any party to any
agreement or commitment, lease or license, to which Copper is bound; (d)
result in the creation or imposition of any security interest, lien or other
encumbrance upon any property or assets of Copper; or (e) violate any statute
or law or any judgment, decree, order, regulation or rule of any court or
governmental authority to which Copper is bound or subject.
3.16 Validity of Copper Shares. The shares of Copper Common Stock to be
delivered pursuant to this Agreement, when issued in accordance with the
provisions of this Agreement, will be duly authorized, validly issued, fully
paid and nonassessable.
3.17 Full Disclosure. None of the representations and warranties made
by Copper herein, or in any exhibit, certificate or memorandum furnished or to
be furnished by Copper, or on its behalf, contains or will contain any untrue
statement of material fact, or omit any material fact the omission of which
would be misleading.
3.18 Assets. Copper does not have any assets.
3.19 Material Contracts and Obligations. Copper has no material
contracts to which it is a party or by which it is bound.
3.20 Consents and Approvals. No consent, approval or authorization of,
or declaration, filing or registration with, any governmental or regulatory
authority is required to be made or obtained by Copper in connection with: (a)
the execution and delivery by Copper of its obligations under this Agreement;
(b) the performance by Copper of its obligations under this Agreement; or (c)
the consummation by Copper of the transactions contemplated by this Agreement.
3.21 Real Property. Copper does not own, use or claim any interest in
any real property, including without limitation any license, leasehold or any
similar interest in real property.
6
<PAGE>
ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS
4.1 Share Ownership. Shareholders hold 100% of the issued and
outstanding shares of MPEG common stock. Such shares are owned of record and
beneficially by Shareholders, and such shares are not subject to any lien,
encumbrance or pledge, but they are restricted securities as defined in Rule
144 of the Securities Act of 1933. Shareholders have the full and requisite
authority to exchange such shares pursuant to this Agreement.
4.2 Investment Intent. Shareholders understand and acknowledge that the
shares of Copper Common Stock (the "Copper Shares") are being offered for
exchange in reliance upon the exemption provided in Section 4(2) of the
Securities Act of 1933 (the "Securities Act") for non-public offerings; and
Shareholders make the following representations and warranties with the intent
that the same may be relied upon in determining the suitability of
Shareholders as purchasers of securities.
(a) The Copper Shares are being acquired solely for the account of
Shareholders, for investment purposes only, and not with a view to, or for
sale in connection with, any distribution thereof and with no intention of
distributing or reselling any part of the Copper Shares.
(b) Shareholders agree not to dispose of their Copper Shares or any
portion thereof unless and until counsel for Copper shall have determined that
the intended disposition is permissible and does not violate the Securities
Act or any applicable state securities laws, or the rules and regulations
thereunder.
(c) Shareholders acknowledge that Copper has made all documentation
pertaining to all aspects of the Exchange Offer available to them, and has
offered such persons an opportunity to discuss the Exchange Offer with the
officers of Copper.
(d) Shareholders have relied solely upon independent investigations
made by Shareholders.
(e) Shareholders are knowledgeable and experienced in making and
evaluating investments of this nature and desires to accept the Exchange Offer
on the terms and conditions set forth.
(f) Shareholders are able to bear the economic risk of an
investment, as a result of the Exchange Offer, in the Copper Shares.
4.3 Indemnification. Shareholders recognize that the offer of the
Copper shares to them are based upon their representations and warranties set
forth and contained herein and hereby agree to indemnify and hold harmless
Copper against all liability, costs or expenses (including reasonable
attorney's fees) arising as a result of any misrepresentations made herein by
Shareholders.
4.4 Legend. Shareholders agree and acknowledge that the certificates
evidencing the Copper Shares acquired pursuant to this Agreement will have a
legend placed thereon stating that the securities have not been registered
under the Act or any state securities laws and setting forth or referred to
the restrictions on transferability and sales of the Shares.
7
<PAGE>
ARTICLE 5
COVENANTS
5.1 Investigative Rights. From the date of this Agreement until the
Closing Date, each party shall provide to the other party, and such other
party's counsels, accountants, auditors, and other authorized representatives,
full access during normal business hours and upon reasonable advance written
notice to all of each party's properties, books, contracts, commitments, and
records for the purpose of examining the same. Each party shall furnish the
other party with all information concerning each party's affairs as the other
party may reasonably request. If the transaction contemplated hereby is not
completed, all documents received by each party and/or its attorneys and
accountants, auditors or other authorized representatives shall be returned to
the other party who provided same upon request. The parties hereto, their
directors, employees, agents and representatives shall not disclose any of the
information described above unless such information is already disclosed to
the public, without the prior written consent of the party to which the
confidential information pertains. Each party shall take such steps as are
necessary to prevent disclosure of such information to unauthorized third
parties.
5.2 Conduct of Business. Prior to the Closing, Copper and MPEG shall
each conduct its business in the normal course, and shall not sell, pledge, or
assign any assets, without the prior written approval of the other party,
except in the regular course of business. Neither Copper nor MPEG shall amend
its Articles of Incorporation or Bylaws, declare dividends, redeem or sell
stock or other securities, incur additional or newly-funded liabilities,
acquire or dispose of fixed assets, change employment terms, enter into any
material or long-term contract, guarantee obligations of any third party,
settle or discharge any balance sheet receivable for less than its stated
amount, pay more on any liability than its stated amount, or enter into any
other transaction other than in the regular course of business except as
otherwise contemplated herein.
ARTICLE 6
CONDITIONS PRECEDENT TO COPPER'S PERFORMANCE
6.1 Conditions. The obligations of Copper hereunder shall be subject to
the satisfaction, at or before the Closing, of all the conditions set forth in
this Article 6. Copper may waive any or all of these conditions in whole or
in part without prior notice; provided, however, that no such waiver of a
condition shall constitute a waiver by Copper of any other condition of or any
of Copper's other rights or remedies, at law or in equity, if MPEG shall be in
default of any of their representations, warranties, or covenants under this
Agreement.
6.2 Accuracy of Representations. Except as otherwise permitted by this
Agreement, all representations and warranties by MPEG in this Agreement or in
any written statement that shall be delivered to Copper by MPEG under this
Agreement shall be true and accurate on and as of the Closing Date as though
made at that time.
6.3 Performance. MPEG shall have performed, satisfied, and complied
with all covenants, agreements, and conditions required by this Agreement to
be performed or complied with by it, on or before the Closing Date.
8
<PAGE>
6.4 Absence of Litigation. No action, suit, or proceeding before any
court or any governmental body or authority, pertaining to the transaction
contemplated by this Agreement or to its consummation, shall have been
instituted or threatened against MPEG on or before the Closing Date.
ARTICLE 7
CONDITIONS PRECEDENT TO MPEG'S PERFORMANCE
7.1 Conditions. MPEG's obligations hereunder shall be subject to the
satisfaction, at or before the Closing, of all the conditions set forth in
this Article 7. MPEG may waive any or all of these conditions in whole or in
part without prior notice; provided, however, that no such waiver of a
condition shall constitute a waiver by MPEG of any other condition of or any
of MPEG's rights or remedies, at law or in equity, if Copper shall be in
default of any of its representations, warranties, or covenants under this
Agreement.
7.2 Accuracy of Representations. Except as otherwise permitted by this
Agreement, all representations and warranties by Copper in this Agreement or
in any written statement that shall be delivered to MPEG by Copper under this
Agreement shall be true and accurate on and as of the Closing Date as though
made at that time.
7.3 Performance. Copper shall have performed, satisfied, and complied
with all covenants, agreements, and conditions required by this Agreement to
be performed or complied with by them, on or before the Closing Date.
7.4 Absence of Litigation. No action, suit or proceeding before any
court or any governmental body or authority, pertaining to the transaction
contemplated by this Agreement or to its consummation, shall have been
instituted or threatened against Copper on or before the Closing Date.
7.5 Directors of Copper. Effective on the Closing, Copper shall have
fixed the size of its Board of Directors at three (3) persons, and such Board
of Directors shall include Kunimitsu Misawa, Joseph S. Muto, and Thomas
McGrew.
7.6 Officers of Copper. Effective on the Closing, Copper shall have
elected the following new Officers of Copper:
Kunimitsu Misawa - Chairman
Thomas McGrew - President
Bruce M. Tomiyama - CFO and Secretary
7.7 Name Change. Just prior to Closing, Copper shall change its name to
MPEG Super Site, Inc.
7.8 Forward Split. Just prior to Closing, Copper shall complete a 2.5
for 1 forward stock split.
ARTICLE 8
CLOSING
8.1 Closing. The Closing of this transaction shall be held at the
offices of Krys Boyle Freedman & Sawyer, P.C., 600 Seventeenth Street, Suite
9
<PAGE>
2700 South Tower, Denver, Colorado 80202, or such other place as shall be
mutually agreed upon, on such date as shall be mutually agreed upon by the
parties. At the Closing:
(a) Shareholders shall deliver duly endorsed certificates
representing their shares of MPEG being exchanged for shares of Copper.
(b) Shareholders shall receive a certificate or certificates
representing the number of shares of Copper Common Stock for which the shares
of MPEG common stock shall have been exchanged.
(c) Copper shall deliver a signed Consent and/or Minutes of the
Directors of Copper approving this Agreement and each matter to be approved by
the Directors of Copper under this Agreement.
(d) MPEG shall deliver a signed Consent or Minutes of the Directors
of MPEG approving this Agreement and each matter to be approved by the
Directors of MPEG under this Agreement.
ARTICLE 9
MISCELLANEOUS
9.1 Captions and Headings. The Article and paragraph headings
throughout this Agreement are for convenience and reference only, and shall in
no way be deemed to define, limit, or add to the meaning of any provision of
this Agreement.
9.2 No Oral Change. This Agreement and any provision hereof, may not be
waived, changed, modified, or discharged orally, but it can be changed by an
agreement in writing signed by the party against whom enforcement of any
waiver, change, modification, or discharge is sought.
9.3 Non-Waiver. Except as otherwise expressly provided herein, no
waiver of any covenant, condition, or provision of this Agreement shall be
deemed to have been made unless expressly in writing and signed by the party
against whom such waiver is charged; and (i) the failure of any party to
insist in any one or more cases upon the performance of any of the provisions,
covenants, or conditions of this Agreement or to exercise any option herein
contained shall not be construed as a waiver or relinquishment for the future
of any such provisions, covenants, or conditions, (ii) the acceptance of
performance of anything required by this Agreement to be performed with
knowledge of the breach or failure of a covenant, condition, or provision
hereof shall not be deemed a waiver of such breach or failure, and (iii) no
waiver by any party of one breach by another party shall be construed as a
waiver with respect to any other or subsequent breach.
9.4 Time of Essence. Time is of the essence of this Agreement and of
each and every provision hereof.
9.5 Entire Agreement. This Agreement contains the entire Agreement and
understanding between the parties hereto, and supersedes all prior agreements
and understandings.
9.6 Choice of Law. This Agreement and its application shall be governed
by the laws of the State of Colorado, except to the extent its conflict of
laws provisions would apply the laws of another jurisdiction.
10
<PAGE>
9.7 Notices. All notices, requests, demands, and other communications
under this Agreement shall be in writing and shall be deemed to have been duly
given on the date of service if served personally on the party to whom notice
is to be given, or on the third day after mailing if mailed to the party to
whom notice is to be given, by first class mail, registered or certified,
postage prepaid, and properly addressed as follows:
Copper:
Copper Capital Corp.
5770 South Beech Court
Greenwood Village, Colorado 80121
with a copy to:
Jon D. Sawyer, Esq.
Krys Boyle Freedman & Sawyer, P.C.
600 Seventeenth Street, Suite 2700 South Tower
Denver, Colorado 80202
MPEG:
MPEG Super Site, Inc.
1358 5th Street
Santa Monica, California 90401
with a copy to:
Randall J. Lanham, Esq.
Lanham & Associates
45 Glen Echo
Dove Canyon, California 92679
9.8 Binding Effect. This Agreement shall inure to and be binding upon
the heirs, executors, personal representatives, successors and assigns of each
of the parties to this Agreement.
9.9 Mutual Cooperation. The parties hereto shall cooperate with each
other to achieve the purpose of this Agreement, and shall execute such other
and further documents and take such other and further actions as may be
necessary or convenient to effect the transaction described herein.
9.10 Brokers. The parties hereto represent and agree that no broker has
brought about the aforementioned transaction and no finder's fee has been paid
or is payable by any party. Each of the parties hereto shall indemnify and
hold the other harmless against any and all claims, losses, liabilities or
expenses which may be asserted against it as a result of its dealings,
arrangements or agreements with any broker or person, except as described in
this paragraph.
9.11 Announcements. Copper and MPEG will consult and cooperate with
each other as to the timing and content of any announcements of the
transactions contemplated hereby to the general public or to employees,
customers or suppliers.
9.12 Expenses. Copper and MPEG will pay their own legal, accounting and
any other out-of-pocket expenses reasonably incurred in connection with this
transaction, whether or not the transaction contemplated hereby is
consummated.
11
<PAGE>
9.13 Exhibits. As of the execution hereof, the parties hereto have
provided each other with the Exhibits provided for hereinabove, including any
items referenced therein or required to be attached thereto. Any material
changes to the Exhibits shall be immediately disclosed to the other party.
AGREED TO AND ACCEPTED as of the date first above written.
COPPER CAPITAL CORP. MPEG SUPER SITE, INC.
By:/s/ Joseph J. Peirce By:/s/ Thomas R. McGrew
Joseph J. Peirce, President Thomas R. McGrew, President
SHAREHOLDERS:
/s/ Kunimitsu Misawa
Kunimitsu Misawa
/s/ Joseph S. Muto
Joseph S. Muto
/s/ Kristen Welles-Lanham
Kristen Welles-Lanham
/s/ Thomas McGrew
Thomas McGrew
/s/ Bruce M. Tomiyama
Bruce M. Tomiyama
/s/ Frederic M. Meyer
Frederic M. Meyer
12
<PAGE>
SCHEDULE 1
Stock Ownership of MPEG and
Shares of Copper to be Exchanged Therefor
Number
Number of Copper
Name of Shares Shares
Kunimitsu Misawa 3,590,000 3,590,000
Joseph S. Muto 1,500,000 1,500,000
Kristen Welles-Lanham 1,500,000 1,500,000
Thomas McGrew 250,000 250,000
Bruce M. Tomiyama 80,000 80,000
Frederic M. Meyer 80,000 80,000
--------- ---------
Total 7,000,000 7,000,000
<PAGE>
SCHEDULE 2
MPEG SUPER SITE, INC.
("MPEG")
2.4 Directors and Officers of MPEG:
Kunimitsu Misawa - Chairman
Joseph S. Muto - Director
Thomas McGrew - President and Director
Bruce M. Tomiyama - CFO and Secretary
2.17 Material Contracts of MPEG:
Working agreement with MP3.Com, Inc.
Joint Venture Agreement with Bainbridge Investments Limited.
<PAGE>
<PAGE>
SCHEDULE 3
COPPER CAPITAL CORP.
("Copper")
3.2 Directors and Officers of Copper:
Joseph J. Peirce - President and Director
Timothy J. Brasel - Secretary, Treasurer and Director
3.19 Material Contracts of Copper
None.
