SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K12G3
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<P>
CURRENT REPORT
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PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported):
May 10, 2000
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EUROSOFT CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
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Florida
(State or Other Jurisdiction of Incorporation)
0-29585 22-3538310
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(Commission File Number) (IRS Employer Identification No.)
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703 LUCERNE AVENUE, SUITE 201, LAKE WORTH, FLORIDA 33460
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(Address of Principal Executive Offices) (Zip Code)
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(561) 540-5886
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(Registrant's Telephone Number, Including Area Code)
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AMENITY ZONE
2958 BRAITHWOOD COURT
ATLANTA, GEORGIA 30345
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(Former Name or Former Address,
if Changed Since Last Report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
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Pursuant to a Stock Acquisition and Reorganization Agreement
(the "Acquisition Agreement") effective May 10, 2000,
Eurosoft Corporation, a Florida corporation (the "Company"),
acquired one hundred percent (100%) of all the outstanding
shares of common stock ("Common Stock") of Amenity Zone,
Inc., a Florida corporation ("Amenity"), from M.
Investments, Inc. and Donald Mintmire, together representing
all of the shareholders of issued and outstanding common
stock of Amenity, for 100,000 shares of $0.0001 par value
common stock of the Company (the "Acquisition").
<P>
The Acquisition was approved by the unanimous consent of the
Board of Directors of Amenity and the Company on May 10,
2000. The Acquisition is intended to qualify as a
reorganization within the meaning of Section 368(a)(1)(B) of
the Internal Revenue Code of 1986, as amended ("IRC").
<P>
Upon effectiveness of the Acquisition, pursuant to Rule
12g-3(a) of the General Rules and Regulations of the
Securities and Exchange Commission (the "Commission"), the
Company elected to become the successor issuer to Amenity
for reporting purposes under the Securities Exchange Act of
1934 (the "Act") and elects to report under the Act
effective May 10, 2000.
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As of the effective date of the Acquisition Agreement,
Amenity shall assume the name of the Company. The Company's
officers and directors will become the officers and
directors of Amenity. As of the Effective Date, Mr. Mintmire
shall have resigned as an officer and director of Amenity.
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No subsequent changes in the officers, directors and five
percent shareholders of the Company are presently known. The
following table sets forth information regarding the
beneficial ownership of the shares of the Common Stock (the
only class of shares previously issued by the Company) at
April 24, 2000 by (i) each person known by the Company to be
the beneficial owner of more than five percent (5%) of the
Company's outstanding shares of Common Stock, (ii) each
director of the Company, (iii) the executive officers of the
Company, and (iv) by all directors and executive officers of
the Company as a group, prior to and upon completion of this
Offering. Each person named in the table, excluding Cede
&Company, has sole voting and investment power with respect
to all shares shown as beneficially owned by such person and
can be contacted at the address of the Company.
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<TABLE>
<S> <C> <C> <C>
NAME OF SHARES OF
TITLE OF CLASS BENEFICIAL OWNER COMMON STOCK PERCENT OF CLASS
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Common William H. Luckman (a) 3,600,000 15.68%
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David Yancy (b) 3,290,400 14.33%
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Brian Doherty(c) 3,000,000 13.06%
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Nigel Kaufman 1,075,000 4.68%
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Joerg Zimmerman 1,075,000 4.68%
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Kari Sarvanto (d) 1,000,000 4.35%
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Cede & Company(e) 2,717,450 11.83%
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DIRECTORS AND
OFFICERS AS A
GROUP 5,750,000 25.04%
</TABLE>
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(a) On October 16, 1997, Mr. Luckman was originally
issued 1,000,000 shares of Common Stock in exchange for
services valued at $100. Thereafter, on January 30, 1998,
Mr. Luckman returned 900,000 shares of Common Stock to
Treasury. In addition, on September 16, 1997, Sean P.
O'Connor, the founder of the Company, was originally issued
1,000,000 shares of Common Stock in exchange for services
valued at $100. On January 30, 1998, Mr. O'Connor resigned
as President and Director of the Company and returned his
1,000,000 shares of Common Stock to the Company in
consideration of an indemnification from the Company to Mr.
O'Connor.
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(b) Effective January 25, 1999, David Yancy was removed as
our officer and director. Notwithstanding his removal, he
retained his shares of our common stock.
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(c) In May 2000, Mr. Doherty resigned as a director of
the Company. He is not presently an officer or director of
the Company. Therefore, his shares of our common stock are
not included in the "DIRECTORS AND OFFICERS AS A GROUP." In
May 2000, Mr. Doherty also terminated his employment with
our Northern Ireland subsidiary, MTS. Mr. Doherty owns
2,040,000 of our Shares of Common Stock. His wife Elaine
Doherty owns 960,000 of our Shares of Common Stock.
Therefore, Mr. Doherty's beneficial ownership is 3,000,000
Shares. In addition, when we purchased MTS on December 3,
1998 (see "Item 10. Recent Sales of Unregistered
Securities"), Mr. Doherty (51%), his wife, Elaine Doherty
(24%) and Damian Kitson (25%) were the owners of all of the
issued and outstanding shares of MTS. Mr. Kitson received
1,000,000 of our Shares of Common Stock. Immediately after
the closing of such transaction, Mr. Kitson voluntarily left
the employment of MTS and directly competed against MTS. We
are presently deciding whether to contact our transfer agent
and cancel Mr. Kitson's 1,000,000 shares and transfer
680,000 shares to Mr. Doherty and 320,000 shares to Mrs.
Doherty (see "Item 8. Legal Proceedings"). If this occurs,
the beneficial ownership of Mr. Doherty will change
accordingly.
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(d) Mr. Sarvanto is not our officer or director.
Therefore, his shares of our common stock are not included
in the "DIRECTORS AND OFFICERS AS A GROUP." However, he
operates our Finnish subsidiary, Do it-Development
International Oy and is being included in this list for
information purposes.
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(e) Cede & Company is a holding company for private
investors. Cede & Company does not hold any shares of the
Company's Common Stock for the benefit of any of the
Company's officers or directors.
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The following is a biographical summary of the directors and
officers of the Company:
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NIGEL KAUFMAN, 42, has been the President and Director of
Eurosoft and Technical Director of our German subsidiary,
NewSoft GmbH since 1996. He is responsible for all of the
technical activities of NewSoft. His experience is drawn
from over 20 years in the computer business mainly at
software companies and as a systems programmer. After
leaving school in London, England, he worked for various
companies such as Trafalgar House, Whitbread's, American
International Underwriters and DuPont. He then moved to
Germany in 1980 to work for W.R. Grace. This position
brought him into direct contact with Computer Associates and
was the VSE/VM (IBM Operations System) group leader
responsible for support in the German speaking area for
eight years. He then went to work for Legent where his
function was the same as at Computer Associates.
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WILLIAM H. LUCKMAN, 27, has been the Senior Vice President,
Secretary and Director since 1997. William H. Luckman has
an established business management and banking background.
He established his background in business as the owner and
manager of a mortgage company, International Mortgage, in
Chicago, Illinois from June, 1992 until December, 1993.
After selling his business, he worked for Lincoln Savings
Bank, FSB, located in Jericho, New York as a marketing
consultant and mortgage underwriter. He worked at Lincoln
Savings Bank from January 1994 until April 1994. He then
worked for American Home Mortgage of New York, one of the
largest privately held mortgage banks in the United States.
He was given the responsibility for out-of-region growth.
As the youngest Vice President in company history, he
established satellite offices in New York, Florida and
Illinois. He worked for American Home Mortgage from April
1994 until January 1997. Mr. Luckman was the President,
Treasurer and Director of Premier Supplements Corp. from
March 1997 until January 1998. Premier Supplements Corp.
was a publicly traded company on the OTC Electronic Bulletin
Board traded under the symbol, PMSP. Mr. Luckman was the
Treasurer and on the Board of Directors of Optical Systems
Inc., which was a publicly traded company listed on the OTC
Electronic Bulletin Board under the symbol OPSY, until his
resignation in 1998
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BRIAN DOHERTY, 41 was a Director of Eurosoft from December
1998 through May 2000 and was the Managing Director of
Millennium Three Solutions, our Northern Ireland subsidiary
("MTS"), from its inception until May 2000. Even though Mr.
Doherty recently resigned as our director and Managing
director of MTS, he is being included in this section for
informational purposes only. Over the past 3 years, he has
focused his attention on developing a network of channel
partners throughout Europe. At MTS, he retains overall
responsibility for motivation and achievement of sales
targets, direct selling, new production identification and
strategic marketing planning. Prior to working for MTS,
Brian worked as a computer programmer of 3M in Dublin,
Ireland and a Cobol programmer for Dublin Computers in South
Africa.
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JORG ZIMMERMANN, 44, has been a Director of Eurosoft and
Operations Director of NewSoft GmbH, our German subsidiary
since 1996 focusing on marketing, sales and administration.
He started his career in the Information Technology business
by attending a 1 year program at Unisys. His 18 years of
experience in marketing and sales is derived from various
sales and account manager positions at companies such as
Computer Associates, VM Software (now Sterling), Pansophic
and Legent where he worked for approximately 4 years.
Shortly thereafter he founded NewSoft assisted by Nigel
Kaufman. He received a degree in Economics.
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KARI SARVANTO, 38, a Director of Do it-Development
International Oy, our Finnish subsidiary. Mr. Sarvanto has
experience as an Officer in the Finnish Navy, as a business
executive and as a management consultant. He has helped
companies in several countries with top management and
strategy issues. Industries he has worked with include
pharmaceuticals, consumer marketing, information technology,
finance and government. He was recently involved in a global
product development and sales strategies development for
Pfizer, Inc. Mr. Sarvanto has experience from real-time
Information Technology based management systems from both
military and civilian applications since 1986, and he has
worked with business Executive Information Systems
development both as a client and as a management consultant.
Mr. Sarvanto is a graduate of the Finnish Naval Academy
majoring in leadership and strategy and has studied at the
University of Helsinki. His present rank in the Finnish Navy
is as Lieutenant Commander. He has also studied both Law and
Economics at the University of Turku in Finland. Mr.
Sarvanto is an authorized member of the LJK, the Association
of Management Consultants, which is a member of FEACO. Mr.
Sarvanto was elected to the LJK Board of Directors in 1998.
He serves as Chairman for the French-Finnish Chamber of
Commerce, and is a member of the Strategic Management
Society.
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The Directors named above will serve until the next annual
meeting of the shareholders of the Company in the year 2001.
Directors will be elected for one-year terms at each annual
shareholder's meeting. Officers hold their positions at the
appointment of the Board of Directors.
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
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<P>
Pursuant to the Acquisition Agreement, the Company acquired
one hundred percent (100%) of the issued and outstanding
shares of common stock (Common Stock) of Amenity from M.
Investments, Inc. and Donald F. Mintmire, together
representing all of the shares of issued and outstanding
Common Stock of Amenity, for 100,000 shares of $0.0001 par
value common stock of the Company. In evaluating the
Acquisition, Amenity used criteria such as the value of the
Company's business relationships, goodwill, the Company's
ability to compete in the information technology arena, the
Company's current and anticipated business operations, and
the background of the Company's officers and directors in
the area of information technology. No material
relationship exists between the selling shareholders of
Amenity or any of its affiliates, any director or officer,
or any associate of any such director or officer of Amenity
and the Company. The consideration exchanged pursuant to
the Acquisition Agreement was negotiated between Amenity and
the Company in an arm's-length transaction. The
consideration paid derived from the Company's cash on hand
and treasury stock.
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Company. Eurosoft Corporation is a publicly trading company
listed on the NQB Pink Sheets under the symbol ERST.
Headquartered in Lake Worth, Florida, the Company presently
has 3 European subsidiaries which are all involved in the
information technology area and 1 United States subsidiary
which is presently inactive. The first European
subsidiary, NewSoft GmbH, is a German corporation that
operates as a systems integrator, information technology
consultant and a distributor of leading edge software
products in the datacenter security area. The second
European subsidiary, Millennium Three Solutions Limited is
a Northern Ireland company. The Company presently is
deciding whether to liquidate the assets of such company.
Millenium Three Solutions offers to its clients specialist
Risk Assessment and information technology services. For
the past 2 years, it has devoted a significant amount of
time assisting its clients in achieving Year 2000 data
compliance. It is also developing a law office software
product, distributes an information and document management
software product and a mainframe security product. The
third European subsidiary, Do it-Development International
Oy is an international consulting company that focuses on
the sustained development of the client organization. Its
mission is to develop behavior and management together with
the systems and methods, so that the work increases
individual and organizational performance. The United
States subsidiary, Sicor, Inc. was organized as an
information technology company. It presently is inactive.
<P>
As the Internet develops and moves away from the pioneer
age, the sweeping transition of the Internet from an
information platform to a medium for e-commerce is well
under way. Web sites are no longer perceived just for
informational content or to simply establish Internet
presence. In order to fully capitalize on the opportunity
that the Internet represents, today's companies require
implementation of a proven Internet promotional strategy to
maintain traffic and develop sales. In order for companies
to fully realize the potential of the Internet, companies
must effectively market their web sites beyond standard
prints and media advertising. Our subsidiaries intend to
capitalize on the Internet growth.
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FORMATION
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We were formed in Florida on September 16, 1997 under the
name Strategic Information Management Incorporated. On July
11, 1998, we filed an amendment to our incorporation
document to change our name to EuroSoft Corporation.
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SUBSIDIARIES
<P>
1. NewSoft GmbH
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Company Profile
<P>
NewSoft GmbH is a system integration and consulting
organization as well as a distributor of leading edge
software products in the datacenter security area. In 1999
we also were very successfully conducting projects to
analyze integrated electronically controlled systems - known
as "Embedded Systems, Embedded Chips" - of major companies
throughout Europe. During such projects we did not only
create inventories of existing embedded systems, we also
provided rectification and repair services to make devices
Year 2000 compliant. NewSoft GmbH was founded in Germany
and became a wholly owned subsidiary of EuroSoft Corporation
(OTC BB: ERST), when Eurosoft acquired all of the issued and
outstanding shares of NewSoft.
NewSoft GmbH's special quality lies in excellent contacts
and cooperation with software vendors, software service
providers, consulting firms and system integrators
throughout Germany, Europe, North America, South Africa and
includes one of the top Indian offshore development
companies. These contacts give us the ability of short
reaction to customer demands, including but not limited to,
short term recruiting of big project teams for software
projects of every kind and complexity.
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Newsoft generated substantial revenues in light of its
operating cost in 1999. This was mainly due to work done on
Y2K Embedded system projects at two major German Airports(
Duesseldorf and Koeln/Bonn). In addition, other major
clients included the Salzburg Airport in Austria, Eupec a
Siemens now Infinion subsidiary and Hochtief, a major German
building company. This revenue can not be expected to be
repeated, at least not from the same project base.
Therefore, the Newsoft has embarked on a restructuring of
its business and is in the process of completing same.
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Philosophy
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The philosophy of NewSoft GmbH is distinctly customer
oriented. Quick, competent and dependable support for all
customers and prospects is our principle. As for the
products and services we offer, we continuously observe the
market place, with the view to offering only well chosen
products of the highest quality to enhance the current range
of services/products. We also attempt to concentrate on the
system management sector and the services thereby involved.
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Areas of Operation
<P>
NewSoft GmbH operates in Germany, Austria and the German
speaking part of Switzerland. In conjunction with AVM
SYSTEMS based in Italy, we are able to extend the products
and services to cover Italy as well.
<P>
1. BSAFE
<P>
In May 1999, a distribution agreement was entered into with
Israeli based Bsafe Corporation for their security product.
This product covers the platforms MVS/VSE and AS/400 lines.
The territories included in this agreement are Germany,
Austria and Switzerland, with options to extend to the
United Kingdom.
<P>
2. INVU
<P>
Through MTS, we have the ability to sell into the German
market INVU's documentation management product. This is an
exclusive agreement. The potential for this product in
Germany is limitless, and will require a great deal of re-
thinking on our behalf. This product is a vital part of our
business as it provides us with a quick sale item.
<P>
3. EUROPEINVESTORDIRECT.
<P>
Newsoft is currently in the process of building the German
web site for EuropeInvestorDirect.com, Inc. and will on a
daily basis be translating all the new articles written for
them. This a a long term contract and will provide NewSoft
with income on a monthly basis based on the amount of time
spent on the project each month.
<P>
Future Business.
<P>
Newsoft has decided to focus its attention on E-Commerce
which is an area that it receiving major press coverage and
most companies are prepared to spend a lot of money on at
this time. The Company has targeted the procurement sector
which allows the Company to have a limited number contacts
to be identified within the prospective customer base
and therefore makes it easier than in past projects to get
in touch with the person empowered to purchase this
solution. In light of new technology becoming available at
this time, it is an excellent opportunity to commence the
operations.
<P>
We are currently in contact with a supplier who offers a
complete solution and in the near future anticipate being
able to start work on a very ambitious marketing concept.
Although there are a number of tools available, the Company
will focus on one in particular at this time.
<P>
The Company is in the process of receiving new funding and
intends to use this funding to cover the costs of setting up
the necessary technical environment. Initially Newsoft will
work solely in the German marketplace, but intends to expand
the offering to its other subsidiaries and into the United
States as soon as possible.
<P>
2. DO IT DEVELOPMENT INTERNATIONAL OY
<P>
DO IT Development International Oy ("Do It") was
incorporated under the laws of Finland. DO IT's executive
offices are located in Helsinki, Finland. DO IT is an
international consulting company that focuses on the
sustained development of the client organization. The
mission is to develop behavior and management together with
the systems and methods, so that the work increases
individual and organizational performance.
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BUSINESS
<P>
Particularly in the consulting business, the overhead
increases much slower than the profit when business volume
is increased. DO IT has passed the initial stage, proving it
can produce value to the client, as most of the clients are
very satisfied, even after some time. However, more volume
and thus growth is required in order to make the company
more profitable.
<P>
DO IT's business development strategy is to expand its
existing operations through internal growth, through present
and new businesses. This is the primary reason for searching
international ownership and background. It may also consider
the acquisition of other assets or businesses. During 1999
DO IT employed 3 full time employees. Growth and increased
production of services requires more professional staff.
One of the employee's costs has been covered by a European
Union sponsored project during 1998 and 1999.
<P>
For the year ended December 31, 1999, management consulting
and human resources development operations provided the
company's revenues. At the same time, the company was
strongly investing in IT related products and management
services. In April 1999 the company launched its own
proprietary methodology for an inexpensive, yet fast and
efficient Year 2000 analysis and preparation aimed for
medium and large organizations. It was first sold and tested
with United Arab Shipping Company (UASC), the largest in its
business in the Middle East area (UASC is jointly owned by
the six Persian Gulf states and headquartered in Kuwait).
Other contracts were signed with Nokia and Helsinki City
Metro System. The new business and established position will
be used in order to create a stable client base in the
Middle East.
<P>
Examples of the services and products provided:
<P>
STRATEGIC MANAGEMENT CONSULTING
Vision Creation
Strategy Process
Values Management
Change Management
Strategy Implementation
Leadership Skills Development
<P>
MANAGEMENT PRODUCTIVITY INCREASE
Management Audits
Organization Development
Leadership Training
Executive Coaching
Management Teams
Team Building
Compass
<P>
CLIENT FOCUS DEVELOPMENT
Market Research
Audits & Surveys
Customer Service
Training
<P>
MARKETING MANAGEMENT DEVELOPMENT
Marketing Information System
Research Warehouse
Marketing Strategy
Product Management
Business to Business Marketing
Change Management
Corporate Communications
Advertising & Media
<P>
SALES DEVELOPMENT
Sales Management Development
Sales Force Training
Individual Coaching
Helping Clients Prosper
Key Account Management
Presentation Skills
<P>
SEARCH & SELECTION
Search
Selection
Simulator
Compass
Evaluation
Team Building
<P>
DO IT CLIENTS
The DO IT client base is very wide. There are major
references from several industries: Pharmaceutical,
Shipping, Telecommunications, Finance, Insurance,
Information Technology, Consulting, Government Services and
Manufacturing.
<P>
LEGAL PROCEEDINGS
<P>
DO IT has a litigation pending against its former employee
and his new employer for a breach of contract. Helsinki City
District Court ruled partly in favor of DO IT in November
1998. Both parties have appealed to the Helsinki Court of
Appeal.
<P>
3. Millennium Three Solutions Limited
<P>
a. Company Background
<P>
Millennium Three Solutions Limited ("MTS") was established
by Brian Doherty and Elaine Doherty. MTS is a specialist
computer services and consulting company and has for the
past two years devoted much time assisting organizations
around the World to achieve Year 2000 date compliance by
January 2000. MTS offers Specialist Consulting, Software
Development and Information Technology ("IT") Services. MTS
has devoted extensive time and effort over the past two
years to establishing an Internet Web-site development and
E-Commerce department, with considerable success. Many large
public bodies are already established clients.
<P>
MTS is an accredited IBM and Compaq Business Partner and is
able to supply a comprehensive range of Software tools,
Managed Services and Software Development Services.
<P>
Products and Services
<P>
LAW PLUS is a powerful, easy to use, flexible legal case
management software. It is a comprehensive case management
tool which permits effortless collation of accurate client
information. Accurate monitoring of deadlines and secure
conflict checking are among many powerful features it
contains. Law Plus is Windows compatible and operates on a
standalone or network environment. Law Plus integrates fully
with Microsoft Office and Word Perfect.
<P>
PEOPLE PLUS is a complete Year 2000 compliant Human
Resources system. The formal Year 2000 project need not be
a bottomless pit into which business casts large sums of
money for no apparent return. MTS seeks to inform clients
of the collateral benefits to be accrued from such an
exercise. Organizations can use Year 2000 to improve
business practices, which will in turn increase efficiency
and competitiveness. An ideal example is the introduction
of a computerized Human Resource Management solution, which
would assist companies in the following ways:
<P>
* Improved recruitment methods.
* Better training procedures.
* Fast access to key employee information.
* Structured health and safety practices.
* FEC (Fair Employment Commission), Report Generation
<P>
People Plus assists in the management process by providing
personnel professionals with information to nurture the
total Human Resources strategy of their organization,
offering Human Resource professionals a complete
computerized personnel information system.
<P>
People Plus improves communications between departments and
encourages effective human resource decision making. People
Plus serves to significantly improve efficiency together
with providing up to the minute information regarding all
aspects of the workplace. This unique software solution may
be purchased in individual modules or as a total integrated
system. Based on Microsoft Windows Technology, the
remarkably user friendly Windows environment provides the
interface for People Plus.
<P>
System 400 is a System Administration/Clean Management tool-
set combining a comprehensive systems administration and
clean management tool set specifically tailored for the
AS/400 platform. IT professionals gain valuable time saving
features during general administration tasks and preparing
for a Year 2000 or EMU project.
<P>
OCTDATE is a powerful software tool designed to give users
the ability to deal with the Year 2000 problem. OCTDATE
represents a cost effective IBM mid range conversion
solution that takes the users through the automated stages
of a Year 2000 project. Although designed to be flexible,
OCTDATE has a robust, structural approach that allows
project leaders to work according to their own parameters.
<P>
Check2000 PC/Server helps establish which PC's within
organizations are running programs that are capable of
generating non-compliant data. In addition to providing a
comprehensive audit of software applications, Check 2000
performs a number of BIOS (basic input/output systems)
checks.
<P>
Check 2000 Client Server version provides master
workstations with a comprehensive report, listing the risks
associated with impact of Year 2000 on PC's and application
software. Check 2000 provides practical advice and guidance
on how to best deal with these issues.
<P>
INVU is an information and document management software
system. Invu quickly organizes and manages all forms of
documents, faxes and e-mail from the desktop. Invu offers
fast and simple retrieval, robust functionality, quick
return on investment, ease of integration and can be
customized to meet the needs of a client's business.
<P>
NETPLAN 2000 helps establish which PC's within organizations
are running programs that are capable of generating non-
compliant data. In addition to providing a comprehensive
audit of software applications, NETPLAN 2000 performs a
number of BIOS (basic input/output systems) checks. NETPLAN
also provides master workstations with a comprehensive
report, listing the risks associated with the impact of Year
2000 on PC's and application software. NETPLAN also
provides practical advice on how to best deal with these
issues.
<P>
ANALYSIS and CONSULTING SERVICES
MTS offers an analysis service for customers who have
purchased the appropriate software licenses. An MTS
consultant will conduct a systems analysis of each IS
Environment and recommend the most appropriate way forward
for the business.
<P>
TRAINING SERVICES
MTS offers a complete program of IT training services.
Targeted at those organizations who have embarked upon
significant change within their organizational structure.
The degree of MTS involvement in this instance can vary from
training to hand holding or complete project management.
<P>
Rationale for Company Development Program
The rationale for the program is to develop all employees by
using a more structured approach to training and development
therefore ensuring that MTS is best equipped to compete in
the highly competitive environment of information
technology.
<P>
MTS recognizes that to fully take advantage of the market
opportunities in the United Kingdom, Ireland and Mainland
Europe, South Africa, Australia and the USA, additional
human resources need to be recruited to provide innovative
development /creative solutions. It is the intention of MTS
to build a European sales channel and offer a dedicated
technical support center based in Derry, Northern Ireland to
service customers and resellers throughout Europe.
<P>
MTS considers that, in order to maximize market
opportunities and grow its business in export markets, a
more structured approach needs to be adopted to business
planning, new business development and staff development and
training. The firm has a committed management team with the
vision and the enthusiasm to exploit opportunities and
pursue a market led growth strategy.
<P>
To enable MTS to meet the needs of its potential customer
base, it is essential that MTS develop its current employee
base and expand its capacity. To do so will involve
investment in equipment and the recruitment and structured
training of new and existing staff.
<P>
Company Performance & Future Projections
MTS has shifted its focus from hardware to the products and
services. This move, essentially into software, will result
in increased turnover in the current year. Next year the
company conservatively expects turnover to rise. However,
these projections are all based on the company having a
trained and dedicated workforce.
<P>
Current Training Practice
Training is an area of concern for management. Management is
aware that improving the skills and knowledge of employees
is essential if MTS is to satisfy demanding customers in
rapidly changing markets. Management is aware that a
structured approach to training and training evaluation will
be an asset that will enhance the company's development in
the future, producing clear business benefits, which in turn
will create business success.
<P>
MTS Commitment
An MTS objective is to introduce a more structured approach
to training and development for both management and
employees that will result in a team of skilled and
professional personnel who will have the ability to deliver
a quality service.
<P>
MTS is committed to providing training, which will develop
the skills of the workforce giving them a competitive edge,
enabling the production of a quality product and resulting
in the development of existing markets. Management realizes
the importance of training and development and is also
proposing to determine a management development program.
<P>
The introduction of training and development is linked
closely to the company's business objectives and future
development. MTS is determined to provide a more structured
approach to training and aims to build on this in the
future.
<P>
MANAGEMENT COMPENSATION. The following table sets forth the
annualized base salary that indicates that the compensation
for our executives, officers and directors has not exceeded
$100,000 on an annualized basis. We reimburse our officers
and directors for any reasonable out-of-pocket expenses
incurred on our behalf.
<P>
SUMMARY COMPENSATION TABLE
<TABLE>
<S> <C> <C> <C> <C>
LONG-TERM COMPENSATION
----------------------
ANNUAL COMPENSATION RESTRICTED SECURITIES
NAME AND PRINCIPAL STOCK UNDERLYING
POSITION YEAR SALARY ($) AWARDS OPTIONS
- ------------------- ---- ---------- ------ -------
<P>
None
</TABLE>
<P>
RISK FACTORS
<P>
LIMITED OPERATING HISTORY: Although the Company was
founded in 1997, its business plan is presently being
restructured and redeveloped. The Company's prospects must
be considered in light of the risks, expenses and
difficulties frequently encountered by companies in early
stages of development. Such risks include, but are not
limited to, an evolving and unproven business model and the
management of growth. To address these risks, the Company
must, among other things, maintain and significantly
increase its customer base, implement and successfully
execute its business and marketing strategy, respond to
competitive developments, and attract, retain and motivate
qualified personnel. There is no assurance that the
Company's business strategy will be successful, or that
additional capital will not be required to continue business
operations.
<P>
As of May 10, 2000, the majority of the Company's working
capital was comprised of funds received for work performed
on Year 2000 remediation contracts which no longer exist.
The Company is in the process of restructuring and therefore
is essentially in the early stages of its development
despite the amount of working capital. The Company has
limited material tangible assets. To date, the Company has
created little revenues outside of the Year 2000 remediation
contracts and as a result of the significant expenditures
that the Company plans to make in sales and marketing,
research and development and general and administrative
activities over the near term, the Company expects that it
will continue to incur significant operating losses and
negative cash flows from operations on both a quarterly and
annual basis for the foreseeable future. For these and other
reasons, there can be no assurance that the Company will
ever achieve or be able to sustain profitability.
<P>
DEPENDENCE ON KEY MANAGEMENT. The Company is highly
dependent on the services of Nigel Kaufman, President of
Eurosoft and Technical Director of German subsidiary,
NewSoft GmbH, William H. Luckman, Senior Vice President and
Secretary of Eurosoft, Joerg Zimmermann, Director of
Eurosoft and Operations Director of the German subsidiary,
NewSoft GmbH and Kari Sarvanto, Director of the Finnish
subsidiary Do it-Development International Oy. The loss of
their services could have a materially adverse impact on the
Company. The Company does not currently maintain any key-man
life insurance policy with respect to any of these key
management personnel.
<P>
POSSIBLE DIFFICULTY IN RAISING ADDITIONAL EQUITY
CAPITAL. There is no assurance that the Company will be able
to raise equity capital in an amount which is sufficient to
continue operations. In the event the Company requires
financing, the Company will seek such financing through bank
borrowing, debt or equity financing, corporate partnerships
or otherwise. There can be no assurance that such financing
will be available to the Company on acceptable terms, if at
all. The Company does not presently have a credit line
available with any lending institution. Any additional
equity financing may involve the sale of additional shares
of the Company's Common Stock or Preferred Stock on terms
that have not yet been established.
<P>
RISKS OF RAPID GROWTH. The Company anticipates a
period of rapid growth, which may place strains upon the
Company's management and operational resources. The
Company's ability to manage growth effectively will require
the Company to integrate successfully its business and
administrative operations into one dynamic management
structure.
<P>
POSSIBLE ISSUANCE OF ADDITIONAL SHARES. The Company
has authorized 50,000,000 shares of Common Stock. The
Company presently has outstanding 22,963,320 shares of
Common Stock, the only class of stock of the Company for
which shares have been previously issued. As of the
Effective Date of the Acquisition Agreement, the Company
will have authorized, but un-issued, 27,036,680 shares of
Common Stock which are available for future issuance. The
Company may issue shares of Common Stock beyond those
already issued for cash, services, or as further employee
incentives. To the extent that additional shares of Common
Stock or Preferred Stock are issued, the percentage of the
Company's issued and outstanding shares of stock shall be
increased and the issuance may cause dilution in the book
value per share.
<P>
DIVIDENDS NOT LIKELY. No dividends on the Company's
Common Stock have been declared or paid by the Company to
date. The Company does not presently intend to pay dividends
on shares for the foreseeable future, but intends to retain
all earnings, if any, for use in the Company's business.
There can be no assurance that dividends will ever be paid
on the Common Stock of the Company.
<P>
RISKS ASSOCIATED WITH NEW PRODUCTS AND NEW MARKETS.
The business of information technology is characterized by
rapid technological changes, changing customer requirements,
frequent service and product enhancements and introductions,
and emerging industry standards. The introduction of
services or products embodying new technologies and the
emergence of new industry standards can render existing
services or products obsolete and unmarketable. The
Company's future success will depend, in part, on its
ability to develop and use new technologies, respond to
technological advances, enhance its existing services and
products and, develop new services and products on a timely
and cost-effective basis. There can be no assurance that the
Company will be successful in effectively developing or
using new technologies, responding to technological advances
or developing, introducing or marketing service and product
enhancements or new services and products. In addition, the
Company may enter into new markets in connection with
enhancing its existing services and products and developing
new services and products. There can be no assurance that
the Company will be successful in pursuing new opportunities
or will compete successfully in any new markets.
<P>
SUBSTANTIAL COMPETITION. A number of the Company's
competitors have significantly greater financial, technical,
administrative, manufacturing, marketing and other resources
than the Company. Some of our competitors also offer a wider
range of services and products than us and have greater name
recognition and more extensive customer bases than we do.
These competitors may be able to respond more quickly to new
or changing opportunities and technologies than we can.
Moreover, current and potential competitors have established
or may establish cooperative relationships among themselves
or with third parties or may consolidate to enhance their
services and products. We expect that new competitors or
alliances among competitors will emerge and may acquire
significant market share.
<P>
The Company must overcome significant barriers to enter into
the business of information technology as a result of its
limited operating history. Many of its competitors have
substantially greater financial, technical, managerial and
marketing resources, longer operating histories and greater
name recognition. Such competitors may be able to devote
more resources for information technology than our Company.
There can be no assurance that the Company will be able to
compete effectively with current or future competitors or
that the competitive pressures faced by the Company will not
have a material adverse effect on the Company's business,
financial condition and operating results.
<P>
RISKS ASSOCIATED WITH STRATEGIC ACQUISITIONS AND
RELATIONSHIPS. The Company has pursued and may in the future
pursue strategic acquisitions of complimentary businesses
and technologies. Acquisitions entail numerous risks,
including difficulties in the assimilation of acquired
operations and products, diversion of management's attention
to other business concerns, amortization of acquired
intangible assets, and potential loss of key employees of
acquired companies. There can be no assurance that the
Company will be able to integrate successfully any
operations, personnel, services or products that might be
acquired in the future or that any acquisition will enhance
the Company's business, financial condition or operating
results.
<P>
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
- -----------------------------------
<P>
No court or governmental agency has assumed jurisdiction
over any substantial part of the Company's business or
assets.
<P>
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
- ------------------------------------------------------
<P>
Eurosoft retains its certifying accountants.
<P>
ITEM 5. OTHER EVENTS
- ---------------------
<P>
SUCCESSOR ISSUER ELECTION. Pursuant to Rule 12g-3(a) of the
General Rules and Regulations of the Securities and Exchange
Commission, the Company elected to become the successor
issuer to Amenity Zone, Inc. for reporting purposes under
the Securities Exchange Act of 1934 and elects to report
under the Act effective May 10, 2000.
<P>
Amenity hereby adopts December 31 as its fiscal year end to
coincide with the fiscal year end of Eurosoft.
<P>
ITEM 6. RESIGNATIONS OF DIRECTORS AND EXECUTIVE OFFICERS
- --------------------------------------------------------
<P>
No directors have resigned due to a disagreement with the
Company since the date of the last annual meeting of
shareholders. Brian Doherty resigned as a director of the
Company in May 2000.
<P>
ITEM 7. FINANCIAL STATEMENTS
- -----------------------------
<P>
The audited consolidated financial statements for the years
ending December 31, 1999 and 1998 and reviewed consolidated
financial statements for the quarter ending March 31, 2000
are filed herewith.
<P>
ITEM 8. CHANGE IN FISCAL YEAR
- ------------------------------
<P>
There has been no change in the Company's fiscal year.
<P>
INDEX TO PROFORMA FINANCIAL STATEMENTS
<P>
<TABLE>
<S> <C>
Proforma Consolidated Balance Sheet F-2
<P>
Proforma Consolidated Statements of Operations F-3
<P>
Notes to Proforma Consolidated Financial Statement F-4
</TABLE>
<P>
Eurosoft Corporation
Proforma Consolidated Balance Sheet
(Unaudited)
March 31, 2000
<TABLE>
<S> <C> <C> <C> <C>
Eurosoft
Corporation Amenity
Zone, Proforma
Inc. Adjustments Proforma
----------------------------------------------------
ASSETS
CURRENT ASSETS
Cash $47,887 $585 $48,472
Accounts receivable -
net of allowance 206,888 0 206,888
Accounts receivable -
related parties 11,991 0 11,991
Accounts receivable -
projects in process 105,279 0 105,279
VAT receivable 6,886 0 6,886
Government grants receivable 60,457 0 60,457
Prepaid expenses and other
current assets 4,057 0 4,057
-----------------------------------------------------
Total current assets 443,445 585 444,030
<P>
PROPERTY AND EQUIPMENT
Automobiles 111,434 0 111,434
Computer equipment 110,882 0 110,882
Office furniture and equipment 62,288 0 62,288
-----------------------------------------------------
Total property and equipment 284,604 0 284,604
Less: Accumulated depreciation (90,537) 0 (90,537)
-----------------------------------------------------
Total property and equipment 194,067 0 194,067
-----------------------------------------------------
OTHER ASSETS
Investment in subsidiary 35,000 0 a) (35,000) 0
Goodwill 0 0 a) 34,415 34,415
Deposits 1,132 0 1,132
-----------------------------------------------------
Total other assets 36,132 0 35,547
-----------------------------------------------------
Total Assets $673,644 $585 $673,644
=====================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $177,221 $0 $177,221
Accounts payable - related party 57 0 57
Accrued salaries and payroll taxes 182,858 0 182,858
Current portion of long-term debt 61,137 0 61,137
Accrued expenses 3,034 0 3,034
-----------------------------------------------------
Total current liabilities 424,307 0 424,307
-----------------------------------------------------
LONG-TERM DEBT 7,082 0 7,082
-----------------------------------------------------
Total Liabilities 431,389 0 431,389
-----------------------------------------------------
STOCKHOLDERS' EQUITY
Preferred stock, $0.0001and no
par value, respectively,
10,000,000 shares authorized;
0 shares outstanding 0 0 0
Common stock, $0.0001 par value,
50,000,000 shares
authorized; 23,063,320 and
5,500,000 shares outstanding,
respectively 2,306 550 a) (550) 2,306
Additional paid-in capital 12,713,992 3,050 a) (3,050) 12,713,992
Accumulated comprehensive
income (loss) (110,577) 0 (110,577)
Accumulated deficit (12,363,466) (3,015) a) 3,015 (12,363,466)
--------------------------------------------------------
Total stockholders' equity 242,255 585 242,255
<P>
Total Liabilities and
Stockholders' Equity $673,644 $585 $673,644
========================================================
</TABLE>
<P>
Eurosoft Corporation
Proforma Consolidated Statements of Operations
and Comprehensive Income (Loss)
(Unaudited)
March 31, 2000
<TABLE>
<S> <C> <C> <C> <C>
Eurosoft
Corporation Amenity
Zone, Proforma
Inc. Adjustments Proforma
----------------------------------------------------
REVENUES
Software consulting, training,
Y2K repair $36,420 $0 $36,420
Software resales, PC hardware
sales 107,053 0 107,053
----------------------------------------------------
Total revenues 143,473 0 143,473
<P>
COST OF SALES
Cost of sales 91,975 0 91,975
Gross margin 51,498 0 51,498
----------------------------------------------------
OPERATING EXPENSES
Compensation:
Officers 62,585 0 62,585
Others 9,060 0 9,060
Consultants and others 22,875 3,000 a)(3,000) 22,875
Advertising and marketing 4,285 0 4,285
General and administrative 59,428 15 a) (15) 59,428
Bad debt provision 0 0 0
Depreciation 8,134 0 8,134
----------------------------------------------------
Total operating expenses 166,367 3,015 166,367
----------------------------------------------------
Operating loss (114,869) (3,015) (114,869)
----------------------------------------------------
OTHER INCOME (EXPENSE)
Gain (loss) on sale of equipment 0 0 0
Interest income 214 0 214
Foreign currency transaction gain (loss) (37) 0 (37)
Interest expense (2,950) 0 (2,950)
----------------------------------------------------
Total other income (expense) (2,773) 0 (2,773)
----------------------------------------------------
Net loss $(117,642 )$(3,015) $(117,642)
<P>
Other comprehensive income (loss):
<P>
Foreign currency translation
gain (loss) (7,235) 0 (7,235)
----------------------------------------------------
Net comprehensive loss $(124,877) $(3,015) $(124,877)
====================================================
Net loss per common share$ (0.01)$ (0.0005) $ (0.01)
====================================================
Weighted average number of common
shares outstanding 23,063,320 0 23,063,320
=====================================================
</TABLE>
<P>
Eurosoft Corporation
Notes to Proforma Consolidated Financial Statements
(Unaudited)
<P>
(1) Proforma Changes On May 10, 2000, the Company entered
into a Share Exchange Agreement with Amenity Zone, Inc., a
Florida corporation. The business combination was closed on
May 10, 2000 and is accounted for as a purchase. The
Company issued 100,000 shares of common stock of the
Company, with a fair market value on May 10, 2000 of
$35,000, or $0.35 per share. The Company has recognized
$34,415 in goodwill, which represents the premium paid in
excess of the fair market value of the net assets of Amenity
Zone. The Company expects to amortize this goodwill over a
maximum of five years.
<P>
(2) Proforma Adjustments
<P>
a) Eliminate investment in subsidiary and subsidiary
equity and establish goodwill
<P>
INDEX TO PROFORMA FINANCIAL STATEMENTS
<P>
<TABLE>
<S> <C>
Proforma Consolidated Balance Sheet F-2
<P>
Proforma Consolidated Statements of Operations F-3
<P>
Notes to Proforma Consolidated Financial Statement F-4
</TABLE>
<P>
Eurosoft Corporation
Proforma Consolidated Balance Sheet
(Unaudited)
For the Year Ended December 31, 1999
<TABLE>
<S> <C> <C> <C> <C>
Eurosoft
Corporation Amenity
Zone, Proforma
Inc. Adjustments Proforma
----------------------------------------------------
ASSETS
CURRENT ASSETS
Cash $66,035 $1,100 $67,135
Accounts receivable -
net of allowance 192,699 0 192,699
Accounts receivable -
related parties 20,532 0 20,532
Accounts receivable -
projects in process 170,415 0 170,415
VAT receivable 16,728 0 16,728
Government grants receivable 60,437 0 60,437
Prepaid expenses and other
current assets 7,369 0 7,369
-----------------------------------------------------
Total current assets 534,215 1,100 535,315
-----------------------------------------------------
PROPERTY AND EQUIPMENT
Automobiles 113,202 0 113,202
Computer equipment 113,259 0 113,259
Office furniture and equipment 63,407 0 63,407
-----------------------------------------------------
Total property and equipment 289,868 0 289,868
Less: Accumulated depreciation (84,341) 0 (84,341)
-----------------------------------------------------
Total property and equipment 205,527 0 205,527
-----------------------------------------------------
OTHER ASSETS
Investment in subsidiary 35,000 0 a) (35,000) 0
Goodwill 0 0 a) 34,400 34,400
Deposits 1,173 0 1,173
-----------------------------------------------------
Total other assets 36,173 0 35,573
-----------------------------------------------------
Total Assets $775,915 $1,100 $776,415
=====================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $174,567 $0 $174,415
Accounts payable - related party 568 0 568
Accrued salaries and payroll taxes 144,037 0 144,037
Current portion of long-term debt 44,566 0 44,566
Accrued expenses 11,543 0 12,043
-----------------------------------------------------
Total current liabilities 375,281 0 375,781
-----------------------------------------------------
LONG-TERM DEBT 33,502 0 33,502
-----------------------------------------------------
Total Liabilities 408,783 0 409,283
-----------------------------------------------------
STOCKHOLDERS' EQUITY
Preferred stock, $0.0001and no
par value, respectively,
10,000,000 shares authorized;
0 shares outstanding 0 0 0
Common stock, $0.0001 par value,
50,000,000 shares
authorized; 23,063,320 and
5,500,000 shares outstanding,
respectively 2,306 550 a) (550) 2,306
Additional paid-in capital 12,713,992 3,050 a) (3,050) 12,713,992
Accumulated comprehensive
income (loss) (103,342) 0 (103,342)
Accumulated deficit (12,245,824) (3,000) a) 3,000 (12,245,824)
--------------------------------------------------------
Total stockholders' equity 367,132 600 367,132
<P>
Total Liabilities and
Stockholders' Equity $775,915 $1,100 $776,415
========================================================
</TABLE>
<P>
Eurosoft Corporation
Proforma Consolidated Statements of Operations
and Comprehensive Income (Loss)
(Unaudited)
For the Year Ended December 31, 1999
<TABLE>
<S> <C> <C> <C> <C>
Eurosoft
Corporation Amenity
Zone, Proforma
Inc. Adjustments Proforma
----------------------------------------------------
REVENUES
Software consulting, training,
Y2K repair $836,652 $0 $ 836,652
Software resales, PC hardware
sales 946,870 0 946,870
----------------------------------------------------
Total revenues 2,783,522 0 2,783,522
<P>
COST OF SALES
Cost of sales 728,285 0 728,285
----------------------------------------------------
Gross margin 2,055,237 0 2,055,237
----------------------------------------------------
OPERATING EXPENSES
Compensation:
Officers 346,443 0 346,443
Others 175,904 0 175,904
Consultants and others 1,070,524 3,000 a)(3,000) 1,070,524
<P>
Advertising and marketing 42,981 0 42,981
General and administrative 661,845 0 661,845
Bad debt provision 1,288 0 1,288
Depreciation 41,907 0 41,907
----------------------------------------------------
Total operating expenses 2,340,892 3,000 2,340,892
----------------------------------------------------
Operating loss (285,655) (3,000) (285,655)
----------------------------------------------------
OTHER INCOME (EXPENSE)
Gain (loss) on sale of equipment (5,586) 0 (5,586)
Interest income 447 0 447
Foreign currency transaction
gain (loss) (14,896) 0 (14,896)
Interest expense (14,201) 0 (14,201)
----------------------------------------------------
Total other income (expense) (34,236) 0 (34,236)
----------------------------------------------------
Net loss $(319,891) $(3,000) $(319,891)
<P>
Other comprehensive income (loss):
<P>
Foreign currency translation
gain (loss) (105,453) 0 (105,453)
----------------------------------------------------
Net comprehensive loss $(425,344) $(3,000) $(425,344)
====================================================
Net loss per common share$ (0.02)$ (0.0005) $ (0.02)
====================================================
Weighted average number of common
shares outstanding 22,063,320 0 22,063,320
=====================================================
</TABLE>
<P>
Eurosoft Corporation
Notes to Proforma Consolidated Financial Statements
(Unaudited)
<P>
(1) Proforma Changes On May 10, 2000, the Company entered
into a Share Exchange Agreement with Amenity Zone, Inc., a
Florida corporation. The business combination was closed on
May 10, 2000 and is accounted for as a purchase. The
Company issued 100,000 shares of common stock of the
Company, with a fair market value on May 10, 2000 of
$35,000, or $0.35 per share. The Company has recognized
$34,400 in goodwill, which represents the premium paid in
excess of the fair market value of the net assets of Amenity
Zone. The Company expects to amortize this goodwill over a
maximum of five years.
<P>
(2) Proforma Adjustments
<P>
a) Eliminate investment in subsidiary and subsidiary equity
and establish goodwill
<P>
EUROSOFT CORPORATION
Audited Consolidated Financial Statements
For the Years Ended December 31, 1999 and 1998
<P>
Unaudited Consolidated Financial Statements
For the Three Months Ended March 31, 2000 and 1999
<P>
TABLE OF CONTENTS
<P>
<TABLE>
<S> <C>
Independent Auditors' Report F-2
<P>
Consolidated Balance Sheets F-3
<P>
Consolidated Statements of Operations and Comprehensive Income (Loss) F-4
<P>
Consolidated Statements of Stockholders' Equity F-5
<P>
Consolidated Statements of Cash Flows F-6
<P>
Consolidated Notes to the Financial Statements F-7
</TABLE>
<P>
INDEPENDENT AUDITORS' REPORT
<P>
The Board of Directors and Stockholders
Eurosoft Corp.
Lake Worth, Florida
<P>
We have audited the accompanying consolidated balance sheets
of Eurosoft Corp., as of December 31, 1999 and 1998, and the
related consolidated statements of operations and
comprehensive income (loss), stockholders' equity and cash
flows for the years then ended. These consolidated
financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion of
these consolidated financial statements, based on our
audits.
<P>
We conducted our audits in accordance with generally
accepted auditing standards. Those standards require that
we plan and perform the audits to obtain reasonable
assurance about whether the financial statements are free of
financial misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide
a reasonable basis for our opinion.
<P>
In our opinion, the consolidated financial statements
referred to above present fairly, in all material respect,
the financial position of Eurosoft Corp. as of December 31,
1999 and 1998, and the results of their operations and their
cash flows for the years then ended, in conformity with
generally accepted accounting principles.
<P>
The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern.
As discussed in Note 6 to the financial statements, the
Company incurred significant net losses of approximately
$11,858,000 in 1998, and $320,000 in 1999. These conditions
raise substantial doubt about the Company's ability to
continue as a going concern. The financial statements do
not include any adjustments that might result from the
outcome of this uncertainty.
<P>
Durland & Company, CPAs, P.A.
<P>
Palm Beach, Florida
April 11, 2000
<P>
Eurosoft Corporation
Consolidated Balance Sheets
<TABLE>
<S> <C> <C>
March 31, December 31,
2000 1999
----------------------------
(unaudited)
CURRENT ASSETS
Cash $47,887 $66,035
Accounts receivable - net of allowance of
$46,919 and $47,221, respectively 206,888 192,699
Accounts receivable - related parties 11,991 20,532
Accounts receivable - projects in process 105,279 170,415
VAT receivable 6,886 16,728
Government grants receivable 60,457 60,437
Prepaid expenses and other current assets 4,057 7,369
------------------------------
Total current assets 443,445 534,215
------------------------------
PROPERTY AND EQUIPMENT
Automobiles 111,434 113,202
Computer equipment 110,882 113,259
Office furniture and equipment 62,288 63,407
------------------------------
Total property and equipment 284,604 289,868
Less: accumulated depreciation (90,537) (84,341)
------------------------------
Total property and equipment 194,067 205,527
------------------------------
OTHER ASSETS
Deposits 1,132 1,173
------------------------------
Total other assets 1,132 1,173
Total Assets $ 638,644 740,915
================================
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $177,221 $174,567
Accounts payable - related parties 57 568
Accrued salaries and payroll taxes 182,858 144,037
Current portion of long-term debt 61,137 44,566
Accrued expenses 3,034 11,543
-------------------------------
Total current liabilities 424,307 375,281
-------------------------------
LONG-TERM DEBT 7,082 33,502
-------------------------------
Total Liabilities 431,389 408,783
-------------------------------
STOCKHOLDERS' EQUITY
Preferred stock, $0.0001 par value,
10,000,000 shares authorized;
0 shares outstanding at March 31, 2000
and December 31, 1999 0 0
Common stock, $0.0001par value,
50,000,000 shares authorized;
22,963,320 outstanding at March 31, 2000
and December 31, 1999 2,296 2,296
Additional paid-in capital 12,679,002 12,679,002
Accumulated comprehensive income (loss) (110,577) (103,342)
Accumulated deficit (12,363,466) (12,245,824)
--------------------------------
Total stockholders' equity 207,255 332,132
--------------------------------
Total Liabilities and Stockholders' Equity $638,644 $740,915
================================
</TABLE>
<P>
Eurosoft Corporation
Consolidated Statements of Operations
and Comprehensive Income(Loss)
<TABLE>
<S> <C> <C> <C> <C>
Year Ended Three Months Ended
December 31, March 31,
1999 1998 2000 1999
-----------------------------------------------
(unaudited) (unaudited)
REVENUES
Software consulting, training,
Y2K repair $1,836,652 $1,052,779 $36,420 $217,383
Software resales, PC
hardware sales 946,870 174,053 107,053 338,709
-----------------------------------------------------
Total revenues 2,783,522 1,226,832 143,473 556,092
-----------------------------------------------------
COST OF SALES
Cost of sales 728,285 133,887 91,975 260,517
-----------------------------------------------------
Gross margin 2,055,237 1,092,945 51,498 295,575
<P>
OPERATING EXPENSES
Compensation:
Officers 346,443 244,218 62,585 83,304
Others 175,904 304,050 9,060 21,878
Consultants and others 1,070,524 1,150,561 22,875 82,786
Advertising and marketing 42,981 10,407,002 4,285 4,410
General and administrative 661,845 777,711 59,428 209,523
Bad debt provision 1,288 47,322 0 0
Depreciation 41,907 75,903 8,134 12,588
-----------------------------------------------------
Total operating expenses 2,340,892 13,006,767 166,367 414,489
-----------------------------------------------------
Operating loss (285,655) (11,913,822) (114,869) (118,914)
-----------------------------------------------------
OTHER INCOME (EXPENSE)
Gain(loss) on sale of equipment (5,586) 0 0 (8,073)
Interest income 447 0 214 235
Foreign currency transaction
gain (loss) (14,896) 0 (37) (114)
Interest expense (14,201) (22,726) (2,950) (2,575)
-----------------------------------------------------
Total other income and expense (34,236) (22,726) (2,773) (10,527)
-----------------------------------------------------
Net loss $ (319,891) (11,857,898) $(117,642) $(129,441)
<P>
Other comprehensive income(loss):
Foreign currency translation
gain (loss) (105,453) 5,741 (7,235) (69,845)
------------------------------------------------------
Net comprehensive loss (425,344)$(11,852,157) $(124,877) $(199,286)
======================================================
Net loss per common share $ (0.02)$ (0.53) $ (0.01) $ (0.01)
======================================================
Weighted average number of common
shares outstanding 22,963,320 22,276,892 22,963,320 22,963,320
======================================================
</TABLE>
The accompanying notes are an integral part
of these financial statements.
<P>
Eurosoft Corporation
Consolidated Statement of Stockholders' Equity
<TABLE>
<S> <C> <C> <C> <C>
Common Stock Accumulated
------------ Additional Comprehensive
Number Par Paid-In Income
Of Shares Value Capital (Loss)
------------------------------------------------------
BEGINNING BALANCE,
December 31, 1997 4,000,000 $400 $49,800 $(3,630)
Year ended December 31, 1998:
- -----------------------------
Shares contributed to company (1,900,000) (190) 190 0
Shares issued for services 625,000 63 14,937 0
Shares issued for acquisitions 19,474,070 1,947 11,294,151 0
Shares canceled (2,800,000) (280) 280 0
Shares issued for cash 3,490,000 349 789,651 0
Foreign currency translation
gain (loss) 0 0 0 5,741
Net loss 0 0 0 0
-------------------------------------------------------
BALANCE, December 31, 1998 22,889,070 2,289 12,149,009 2,111
Year ended December 31, 1999:
- -----------------------------
Shares issued for cash 74,250 7 529,993 0
Foreign currency translation
gain (loss) 0 0 0 (105,453)
Net loss 0 0 0 0
-------------------------------------------------------
BALANCE, December 31, 1999 22,963,320 2,296 12,679,002 (103,342)
<P>
Three Months ended March 31, 1999: (unaudited)
- ---------------------------------
Foreign currency translation
gain (loss) 0 0 0 (7,235)
Net loss 0 0 0 0
-------------------------------------------------------
BALANCE, March 31, 1999
(unaudited) 22,963,320 $2,296 $12,679,002 $(110,577)
=======================================================
</TABLE>
<P>
Eurosoft Corporation
Consolidated Statement of Stockholders' Equity
CONTINUED
<TABLE>
<S> <C> <C>
Total
Accumulated Stockholders
Deficit Equity
------------------------------------------------------
BEGINNING BALANCE,
December 31, 1997 $ (68,034) (21,464)
Year ended December 31, 1998:
- -----------------------------
Shares contributed to company 0 0
Shares issued for services 0 15,000
Shares issued for acquisitions 0 11,296,098
Shares canceled 0 0
Shares issued for cash 0 790,000
Foreign currency translation 0 5,741
gain (loss) (11,857,899) (11,857,899)
Net loss
-------------------------------------------------------
BALANCE, December 31, 1998 (11,925,933) 227,476
Year ended December 31, 1999:
- -----------------------------
Shares issued for cash 0 530,000
Foreign currency translation
gain (loss) 0 (105,453)
Net loss (319,891) (319,891)
-------------------------------------------------------
BALANCE, December 31, 1999 (12,245,824) 332,132
<P>
Three Months ended March 31, 1999: (unaudited)
- ---------------------------------
Foreign currency translation
gain (loss) 0 (7,235)
Net loss (117,642) (117,642)
-------------------------------------------------------
BALANCE, March 31, 1999
(unaudited) $(12,363,466) $ 207,255
=======================================================
The accompanying notes are an integral part
of these financial statements.
</TABLE>
<P>
Eurosoft Corporation
Consolidated Statements of Cash Flows
<TABLE>
<S> <C> <C> <C> <C>
Year Ended Three Months Ended
December 31, March 31,
1999 1998 2000 1999
-----------------------------------------------
(unaudited) (unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(319,891) $(11,857,898) $(117,642) $(129,441)
Adjustments to reconcile net loss to
net cash used by operating
activities:
Depreciation 41,907 75,903 8,134 12,588
Allowance for doubtful accounts 1,106 47,322 0 0
Common stock issued for services 0 15,000 0 0
Loss on sale of property and
equipment 5,586 0 0 8,073
Changes in operating assets and liabilities:
(Increase) decrease in accounts
receivable 12,227 23,672 (13,886) (75,396)
(Increase) decrease in accounts
receivable - related parties (17,298) 47,469 8,541 3,093
(Increase) decrease in accounts
receivable - projects in process 77,459 (221,832) 65,136 139,299
(Increase) decrease in deposits 8,127 (7,640) 0 4,769
(Increase) decrease in VAT
receivable (16,728) 0 9,842 (4,786)
(Increase) decrease in Government
grants receivable (60,437) 0 (20) (108,299)
(Increase) decrease in prepaid
expenses and other assets 30,962 24,514 3,312 37,970
Increase (decrease) in accounts
payable (83,079) 75,743 2,654 (65,501)
Increase (decrease) in accounts
payable - related parties (133,208) (281,995) (511) (113,026)
Increase (decrease) in accrued
expense (37,384) 44,358 (8,508) (40,230)
Increase (decrease) in accrued
salaries and payroll taxes 7,567 (11,211) 38,821 17,342
Increase (decrease) in deferred
revenue (6,238) 6,238 0 6,238
(Increase) decrease foreign
currency translation gain (loss) (105,453) 5,741 (5,518) (71,350)
---------------------------------------------------
Net cash provided (used) by
operating activities (594,775) (12,014,616) (9,645) (378,657)
---------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Sale of property and equipment 0 0 0 0
Acquisition of property
and equipment (12,783) (154,147) 0 0
----------------------------------------------------
Net cash (used) by investing activities (12,783) (154,147) 0 0
----------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of debt 0 0 0 0
Repayment of debt (23,925) (21,398) (8,503) (7,415)
Stock subscriptions receivable 0 0 0 (190,134)
Issuance of common stock for cash 530,000 11,981,431 0 530,000
----------------------------------------------------
Net cash provided (used) by
financing activities 506,075 11,960,033 (8,503) 332,451
----------------------------------------------------
Net increase (decrease) in cash
and equivalents (101,483) (208,730) (18,148) (46,206)
CASH and equivalents, beginning
of period 167,518 376,248 66,035 167,518
----------------------------------------------------
CASH and equivalents, end of period $66,035 $167,518 $47,887 $121,312
====================================================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Interest paid in cash $14,201 $22,726 $2,950 $2,575
====================================================
Non-Cash Financing Activities:
Acquisition of property and
equipment by assumption of debt $0 $143,785 $0 $0
====================================================
Sale of property and equipment by
receiving accounts
receivable - related party $10,204 $0 $0 $0
====================================================
</TABLE>
<P>
The accompanying notes are an integral part
of these financial statements.
<P>
Eurosoft Corporation
Notes to Consolidated Financial Statements
(Information with respect to the three months ended
March 31, 2000 and 1999 is unaudited)
<P>
(1) Summary of Significant Accounting Principles
<P>
The Company Eurosoft Corporation (the Company) is a
-----------
Florida corporation specializing in computer software
consulting, training and Y2K repair. The Company also acts
as a computer software reseller as well as constructs PCs on
a custom order basis. The Company maintains its executive
offices in Lake Worth, Florida and has operating
subsidiaries in Londonderry, Northern Ireland, Helsinki,
Finland, and Darmstadt, Germany. The Company was
incorporated on September 15, 1997, under the laws of the
State of Florida.
<P>
The consolidated financial statements have been
prepared in conformity with generally accepted accounting
principles. The following summarize the more significant
accounting and reporting policies and practices of the
Company:
<P>
a) Basis of presentation The Company acquired NewSoft,
---------------------
GmbH, a German corporation, Do It Development
International, OY, a Finnish corporation, Millennium Three
Solutions, Ltd, a Northern Ireland Corporation, and Sicor,
Inc. a Florida corporation, in stock for stock transactions,
in a multiple reverse merger accounted for as a
reorganization of the four operating subsidiaries. The
consolidated financial statements include the accounts of
Newsoft, Do It, Millennium Three and Sicor, its wholly owned
subsidiaries. Inter-company accounts and transactions have
been eliminated in the consolidation.
<P>
b) Revenue recognition For the Company's software
-------------------
consulting, training and Y2K repair operations, the Company
records revenue as the project proceeds on a billed as
earned basis. For the software reselling and custom PC
construction operations, the Company records revenue when
the goods are delivered and accepted by the customer.
<P>
c) Use of estimates In preparing the consolidated
----------------
financial statements, management is required to make
estimates and assumptions that affect the reported amounts
of assets and liabilities as of the date of the statements
of financial condition, and revenues and expenses for the
year then ended. Actual results may differ significantly
from those estimates.
<P>
d) Net loss per common share Basic net loss per common
-------------------------
share is computed by dividing the net loss by the weighted
average number of common shares outstanding during the
period.
<P>
e) Property and equipment All property and equipment
----------------------
are recorded at cost and depreciated over their estimated
useful lives, using the straight-line method. Upon sale or
retirement, the costs and related accumulated depreciation
are eliminated from their respective accounts, and the
resulting gain or loss is included in the results of
operations. Repairs and maintenance charges which do not
increase the useful lives of the assets are charged to
operations as incurred.
<P>
f) Advertising costs The company expenses the costs of
-----------------
advertising the first time the advertising takes place.
<P>
g) Interim financial information The financial
-----------------------------
statements for the three months ended March 31, 2000 and
1999 are unaudited and include all adjustments which in the
opinion of management are necessary for fair presentation,
and such adjustments are of a normal and recurring nature.
The results for the three months are not indicative of a
full year results.
<P>
(2) Significant Acquisitions The Company acquired 100% of
the issued and outstanding common stock of Newsoft, in
exchange for 550,000 shares of common stock of the Company,
500,000 shares of common stock of Sicor, which became
1,000,000 shares of the Company, and a $300,000 cash
investment in Newsoft. The Company acquired 100% of the
issued and outstanding stock of Do It in exchange for
1,000,000 shares of common stock of the Company, and
$100,000 in cash. The Company acquired 100% of the issued
and outstanding common stock of Millennium Three in exchange
for 4,000,000 shares of common stock of the Company and a
$500,000 cash investment in Millennium Three. The Company
acquired 100% of the issued and outstanding common stock of
Sicor in exchange for 25,922,070 shares of common stock of
the Company. The acquisitions were a multiple reverse merger
accounted for as a reorganization of the four operating
subsidiaries.
<P>
Eurosoft Corporation
Notes to Consolidated Financial Statements
<P>
(3) Stockholders' Equity The Company has authorized
50,000,000 shares of $0.0001 par value common stock and
10,000,000 shares of $0.0001 par value preferred stock.
Rights and privileges of the preferred stock are to be
determined by the Board of Directors prior to issuance. At
inception, the Company issued 2,000,000 shares to the
founders for services valued at par. In 1997 the Company
issued 2,000,000 shares in exchange for $50,000 in cash. In
1998 the Company issued 625,000 shares for services valued
at $15,625. In 1998 the Company issued 3,490,000 shares for
$790,000 in cash. In 1998 the Company issued 550,000 shares
in connection with the acquisition of Newsoft, 1,000,000
shares for Do It, 4,000,000 for Millennium Three, and
19,472,070 for Sicor. 1,900,000 shares were contributed back
to the Company and 2,800,000 shares previously owned by
Sicor were retired at acquisition date. In 1999, the
Company issued 74,250 shares in exchange for $530,000 in
cash.
<P>
(4) Income Taxes The Company has a consolidated met
operating loss carryforward for US income tax purposes,
amounting to $12,092,000 at December 31, 1999, expiring
$68,000 at December 31, 2014, $11,858,000 at December 31,
2018 and $166,000 at December 31, 2019. There may be
certain limitations on the Company's ability to utilize the
loss carry-forwards due to the change in control of the
subsidiaries where the losses were incurred. At December
31, 1999, the Company had approximately $60,300 in operating
loss carryforward for Finnish income tax purpose, $118,700
in Northen Ireland, and $5,700 in Germany. At December 31,
1999, the Company has a deferred U.S. tax asset of
approximately $4,757,000, for which the Company has
established a 100% valuation allowance, as the Company has
no history of profitable operations.
<P>
(5) Commitments and Contingencies The Company is committed
to operating leases in Northern Ireland, Germany and
Finland. Under the exchange rates in effect at December 31,
1999, the Company is obligated to lease payments totaling
$71,300 in 2000, $20,500 in 2001, $4,100 in 2002, $1,000 in
2003 and $0 thereafter, for an aggregate commitment of
$96,900. The Company's office space in the US and Finland
are leased under month to month lease agreements.
<P>
The Company is also obligated under two employment
agreements with an officer and another employee for $72,700
and $56,600 per year at exchange rates in effect at December
31, 1999, for a total remaining commitment at December 31,
1999 of $258,600.
<P>
(6) Advertising and Marketing In 1998, the Company
undertook a very extensive and expensive advertising and
marketing campaign with the expectation of generating
substantial revenue from Y2K consulting and repair. This
campaign failed to generate any material revenues or
contracts beyond that which the Company's existing personnel
were able to generate from their personal efforts. The
Company expended approximately $10.5 million on this
campaign.
<P>
(7) VAT Tax Receivable In Germany, Finland and Northern
Ireland, as in many other countries, the government charges
a Value Added Tax, (VAT), that is similar in nature to sales
tax in the U.S. There are three major differences. First
is that VAT is charged at each point of sale. Second is
that there are no exemptions from the collection of VAT.
Finally, each company files a VAT return with the government
monthly reflecting the gross VAT collected and VAT paid. If
the VAT paid is greater than the amount collected, the
Company receives a refund from the government approximately
two to five months later.
<P>
(8) Going Concern As reflected in the accompanying
financial statements, the Company incurred a significant net
loss of approximately $11,858,000 in 1998, and $320,000 in
1999, resulting in an accumulated deficit of approximately
$12,092,000 at December 31, 1999. The ability of the Company
to continue as a going concern is dependent upon achieving
profitability in its ongoing operations and potentially
obtaining additional capital and/or financing. The Company
is currently seeking to raise additional equity in order to
expand its existing operations. The financial statements do
not include any adjustments that might be necessary if the
Company is unable to continue as a going concern.
<P>
Index to Exhibits
- -----------------
<P>
2.1 Stock Acquisition and Reorganization Agreement by
and among Eurosoft Corporation and Amenity Zone,
Inc. dated May 10, 2000.
<P>
3.1 Articles of Incorporation of Eurosoft Corporation as
amended.
<P>
3.2 By-Laws of Eurosoft Corporation (f/k/a Stragic
Information Management Incorporated).
<P>
17.1 Resignation Letter of Mark A. Mintmire
<P>
27.1. Financial Data Schedule.
<P>
SIGNATURES
<P>
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.
<P>
Eurosoft Corporation,
a Florida corporation
<P>
DATED: May 18, 2000 By: s/s William H. Luckman
-------------------------------
William H. Luckman
Senior Vice President
<P>
EXHIBIT 2.1
- -----------
<P>
STOCK ACQUISITION AND REORGANIZATION AGREEMENT
<P>
THIS STOCK ACQUISITION AND REORGANIZATION AGREEMENT (this
"Agreement") is made and entered into effective the 10th day
of May 2000 (the "Effective Date") by and among Eurosoft
Corporation, a Florida corporation ("Eurosoft"); Amenity
Zone, Inc., a Florida corporation ("Amenity"); and the
persons listed in Exhibit A hereof (collectively the
"Shareholders"), being the owners of record of all of the
issued and outstanding stock of Amenity.
<P>
RECITALS
<P>
A. The Shareholders own all of the issued and outstanding
shares of $.0001 par value common stock of Amenity
("Shares").
<P>
B. The Shareholders desire to exchange all of the Shares for
100,000 shares of $0.0001 par value common stock of Eurosoft
subject to the conditions specified by the provisions of
this Agreement.
<P>
C. The Boards of Directors of Amenity and Eurosoft have
determined that it is advisable and appropriate and in the
best interests of those corporations and their respective
shareholders that the exchange contemplated by the
provisions of recital B specified above occur on the terms
and subject to the conditions specified by the provisions of
this Agreement.
<P>
D. The parties to this Agreement desire that the transaction
contemplated by the provisions of this Agreement satisfy the
requirements of Section 368(a)(1)(B) of the Internal Revenue
Code of 1986, as amended, and the regulations promulgated
pursuant thereto.
<P>
AGREEMENT
<P>
NOW, THEREFORE, in consideration of the recitals specified
above that shall be deemed to be a substantive part of this
agreement, and the mutual covenants, representations and
warranties specified in this agreement and other good and
valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties do hereby covenant,
promise, agree, represent and warrant as follows:
<P>
1. EXCHANGE OF STOCK
<P>
1.1 Number of Shares. The Shareholders agree to transfer
to Eurosoft at the Closing (defined below) the number of
shares of common stock of Amenity, $0.0001 par value per
share, shown opposite their names in Exhibit A, in an
exchange for an aggregate of 100,000 shares of voting common
stock of Eurosoft, $0.0001 par value per share.
<P>
1.2 Exchange of Certificates. Each holder of an
outstanding certificate or certificates theretofore
representing shares of Amenity common stock shall surrender
such certificate(s) for cancellation to Eurosoft, and shall
receive in exchange a certificate or certificates
representing the number of full shares of Eurosoft common
stock into which the shares of Amenity common stock
represented by the certificate or certificates so
surrendered shall have been converted. The transfer of
Amenity shares by the Shareholders shall be effected by the
delivery to Eurosoft at the Closing of certificates
representing the transferred shares endorsed in blank or
accompanied by stock powers executed in blank.
<P>
1.3 Fractional Shares. Fractional shares of Eurosoft
common stock shall not be issued, but in lieu thereof
Eurosoft shall round up fractional shares to the next
highest whole number.
<P>
1.4 Further Assurances. At the Closing and from time to
time thereafter, the Shareholders shall execute such
additional instruments and take such other action as
Eurosoft may request in order more effectively to sell,
transfer, and assign the transferred stock to Eurosoft and
to confirm Eurosoft's title thereto.
<P>
2. RATIO OF EXCHANGE.
<P>
The securities of Amenity owned by the Shareholders, and the
relative securities of Eurosoft for which they will be
exchanged, are set out opposite their names in Exhibit A.
<P>
3. CLOSING.
<P>
3.1 Time And Place. The Closing contemplated herein
shall be held as soon as possible by exchanging documents
via telefax and overnight express delivery by no later than
May 10th, 2000, unless another place or time is agreed upon
in writing by the parties without requiring the meeting of
the parties hereof. All proceedings to be taken and all
documents to be executed at the Closing shall be deemed to
have been taken, delivered and executed simultaneously, and
no proceeding shall be deemed taken nor documents deemed
executed or delivered until all have been taken, delivered
and executed. The date of Closing may be accelerated or
extended by agreement of the parties.
<P>
3.2 Form of Documents. Any copy, facsimile
telecommunication or other reliable reproduction of the
writing or transmission required by this Agreement or any
signature required thereon may be used in lieu of an
original writing or transmission or signature for any and
all purposes for which the original could be used, provided
that such copy, facsimile telecommunication or other
reproduction shall be a complete reproduction of the entire
original writing or transmission or original signature.
<P>
4. UNEXCHANGED CERTIFICATES.
<P>
Until surrendered, each outstanding certificate that prior
to the Closing represented Amenity common stock shall be
deemed for all purposes, other than the payment of dividends
or other distributions, to evidence ownership of the number
of shares of Eurosoft common stock into which it was
converted. No dividend or other distribution shall be paid
to the holders of certificates of Amenity common stock until
presented for exchange at which time any outstanding
dividends or other distributions shall be paid.
<P>
5. REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS
<P>
The Shareholders, individually and separately, represent and
warrant as follows:
<P>
5.1 Title to Shares. The Shareholders, and each of
them, are the owners, free and clear of any liens and
encumbrances, of the number of Amenity shares which are
listed in the attached schedule and which they have
contracted to exchange.
<P>
5.2 Litigation. There is no litigation or proceeding
pending, or to any Shareholder's knowledge threatened,
against or relating to shares of Amenity held by the
Shareholders.
<P>
6. REPRESENTATIONS AND WARRANTIES OF AMENITY.
<P>
Amenity represents and warrants that:
<P>
6.1 Corporate Organization and Good Standing. Amenity
is a corporation duly organized, validly existing, and in
good standing under the laws of the State of Florida and is
qualified to do business as a foreign corporation in each
jurisdiction, if any, in which its property or business
requires such qualification.
<P>
6.2 Reporting Company Status. Amenity has filed with
the Securities and Exchange Commission a registration
statement on Form 10-SB which became effective pursuant to
the Securities Exchange Act of 1934 and is a reporting
company pursuant to Section12(g) thereunder.
<P>
6.3 Reporting Company Filings. Amenity has timely filed
and is current on all reports required to be filed by it
pursuant to Section 13 of the Securities Exchange Act of
1934.
<P>
6.4 Capitalization. Amenity's authorized capital stock
consists of 50,000,000 shares of Common Stock, $0.0001 par
value per share, of which 5,500,000 shares are issued and
outstanding, and 10,000,000 shares of Preferred Stock, no
par value per share, of which no shares are issued or
outstanding.
<P>
6.5 Issued Stock. All the outstanding shares of its
Common Stock are duly authorized and validly issued, fully
paid and non-assessable.
<P>
6.6 Stock Rights. There are no stock grants, options,
rights, warrants or other rights to purchase or obtain
Amenity Common or Preferred Stock issued or committed to be
issued.
<P>
6.7 Corporate Authority. Amenity has all requisite
corporate power and authority to own, operate and lease its
properties, to carry on its business as it is now being
conducted and to execute, deliver, perform and conclude the
transactions contemplated by this Agreement and all other
agreements and instruments related to this Agreement.
<P>
6.8 Authorization. Execution of this Agreement has been
duly authorized and approved by Amenity 's Board of
Directors.
<P>
6.9 Subsidiaries. Amenity has no subsidiaries.
<P>
6.10 Financial Statements. Amenity's financial
statements dated as of January 31, 2000, copies of which
will have been delivered by Amenity to Eurosoft prior to the
Closing (the "Amenity Financial Statements"), fairly present
the financial condition of Amenity as of the date therein
and the results of its operations for the periods then ended
in conformity with generally accepted accounting principles
consistently applied.
<P>
6.11 Absence of Undisclosed Liabilities. Except to the
extent reflected or reserved against in the Amenity
Financial Statements, Amenity did not have at that date any
liabilities or obligations (secured, unsecured, contingent,
or otherwise) of a nature customarily reflected in a
corporate balance sheet prepared in accordance with
generally accepted accounting principles.
<P>
6.12 No Material Changes. There has been no material
adverse change in the business, properties, or financial
condition of Amenity since the date of the Amenity Financial
Statements.
<P>
6.13 Litigation. There is not, to the knowledge of
Amenity, any pending, threatened, or existing litigation,
bankruptcy, criminal, civil, or regulatory proceeding or
investigation, threatened or contemplated against Amenity or
against any of its officers or directors.
<P>
6.14 Contracts. Amenity is not a party to any material
contract not in the ordinary course of business that is to
be performed in whole or in party at or after the date of
this Agreement.
<P>
6.15 Title. Amenity has good and marketable title to
all the property, if any, included in the Amenity Financial
Statements. Except as set out in the balance sheet thereof,
the properties of Amenity are not subject to any mortgage,
encumbrance, or lien of any kind except minor encumbrances
that do not materially interfere with the use of the
property in the conduct of the business of Amenity.
<P>
6.16 Tax Returns. All required tax returns or federal,
state, county, municipal, local, foreign and other taxes and
assessments have been properly prepared and filed by Amenity
for all years for which such returns are due unless an
extension for filing any such return has been properly
prepared and filed. Any and all federal, state, county,
municipal, local, foreign and other taxes, assessments,
including any and all interest, penalties and additions
imposed with respect to such amounts have been paid or
provided for. The provisions for federal and state taxes
reflected in the Amenity Financial Statements are adequate
to cover any such taxes that may be assessed against Amenity
in respect of its business and its operations during the
periods covered by the Amenity Financial Statements and all
prior periods.
<P>
6.17 No Violation. The Closing will not constitute or
result in a breach or default under any provision of any
charter, by-law, indenture, mortgage, lease, or agreement,
or any order, judgment, decree, law, or regulation to which
any property of Amenity is subject or by which Amenity is
bound.
<P>
7. REPRESENTATIONS AND WARRANTIES OF EUROSOFT.
<P>
Eurosoft represents and warrants that:
<P>
7.1 Corporate Organization and Good Standing. Eurosoft
is a corporation duly organized, validly existing, and in
good standing under the laws of the State of Florida and is
qualified to do business as a foreign corporation in each
jurisdiction, if any, in which its property or business
requires such qualification.
<P>
7.2 Capitalization. Eurosoft's authorized capital stock
consists of 50,000,000 shares of Common Stock, $0.0001 par
value per share, of which 22,963,320 shares have been issued
and are outstanding, and 10,000,000 shares of Preferred
Stock, $0.0001 par value per share, of which no shares of
Preferred Stock are issued or outstanding.
<P>
7.3 Issued Stock. All the outstanding shares of its
Common Stock are duly authorized and validly issued, fully
paid and non-assessable.
<P>
7.4 Stock Rights. There are no stock grants, options,
rights, warrants or other rights to purchase or obtain
Eurosoft Common or Preferred Stock issued or committed to be
issued.
<P>
7.5 Corporate Authority. Eurosoft has all requisite
corporate power and authority to own, operate and lease its
properties, to carry on its business as it is now being
conducted and to execute, deliver, perform and conclude the
transactions contemplated by this Agreement and all other
agreements and instruments related to this Agreement.
<P>
7.6 Authorization. Execution of this Agreement has been
duly authorized and approved by Eurosoft's Board of
Directors.
<P>
7.7 Subsidiaries. Eurosoft has four (4) subsidiaries.
<P>
7.8 Financial Statements. Eurosoft's financial
statements dated as of a current date, copies of which will
have been delivered by Eurosoft to Amenity prior to the
Closing (the "Eurosoft Financial Statements"), fairly
present the financial condition of Eurosoft as of the date
therein and the results of its operations for the periods
then ended in conformity with generally accepted accounting
principles consistently applied.
<P>
7.9 Absence of Undisclosed Liabilities. Except to the
extent reflected or reserved against in the Eurosoft
Financial Statements, Eurosoft did not have at that date any
liabilities or obligations (secured, unsecured, contingent,
or otherwise) of a nature customarily reflected in a
corporate balance sheet prepared in accordance with
generally accepted accounting principles.
<P>
7.10 No Material Changes. There has been no material
adverse change in the business, properties, or financial
condition of Eurosoft since the date of the Eurosoft
Financial Statements.
<P>
7.11 Litigation. There is not, to the knowledge of
Eurosoft, any pending, threatened, or existing litigation,
bankruptcy, criminal, civil, or regulatory proceeding or
investigation, threatened or contemplated against Eurosoft
or against any of its officers or directors.
<P>
7.12 Contracts. Eurosoft is not a party to any material
contract not in the ordinary course of business that is to
be performed in whole or in part at or after the date of
this Agreement.
<P>
7.13 Title. Eurosoft has good and marketable title to
all the real property and good and valid title to all other
property included in the Eurosoft Financial Statements.
Except as set out in the balance sheet thereof, the
properties of Eurosoft are not subject to any mortgage,
encumbrance, or lien of any kind except minor encumbrances
that do not materially interfere with the use of the
property in the conduct of the business of Eurosoft.
<P>
7.14 Tax Returns. All required tax returns or federal,
state, county, municipal, local, foreign and other taxes and
assessments have been properly prepared and filed by
Eurosoft for all years for which such returns are due unless
an extension for filing any such return has been properly
prepared and filed. Any and all federal, state, county,
municipal, local, foreign and other taxes, assessments,
including any and all interest, penalties and additions
imposed with respect to such amounts have been paid or
provided for. The provisions for federal and state taxes
reflected in the Eurosoft Financial Statements are adequate
to cover any such taxes that may be assessed against
Eurosoft in respect of its business and its operations
during the periods covered by the Eurosoft Financial
Statements and all prior periods.
<P>
7.15 No Violation. The Closing will not constitute or
result in a breach or default under any provision of any
charter, by-law, indenture, mortgage, lease, or agreement,
or any order, judgment, decree, law, or regulation to which
any property of Eurosoft is subject or by which Eurosoft is
bound.
<P>
8. CONDUCT PENDING THE CLOSING
<P>
Amenity, Eurosoft and the Shareholders covenant that between
the date of this Agreement and the Closing as to each of
them:
<P>
8.1 No change will be made in the charter documents,
by-laws, or other corporate documents of Amenity.
<P>
8.2 Amenity will use its best efforts to maintain and
preserve its business organization, employee relationships,
and goodwill intact, and will not enter into any material
commitment except in the ordinary course of business.
<P>
8.3 No change will be made in the charter documents,
by-laws, or other corporate documents of Eurosoft.
<P>
8.4 Eurosoft will use its best efforts to maintain and
preserve its business organization, employee relationships,
and goodwill intact, and will not enter into any material
commitment except in the ordinary course of business.
<P>
8.5 None of the Shareholders will sell, transfer,
assign, hypothecate, lien, or otherwise dispose or encumber
the Amenity shares of common stock owned by them.
<P>
9. CONDITIONS PRECEDENT TO OBLIGATION OF THE
SHAREHOLDERS
<P>
Amenity's obligation to consummate this exchange shall be
subject to fulfillment on or before the Closing of each of
the following conditions, unless waived in writing by
Amenity:
<P>
9.1 Eurosoft's Representations and Warranties. The
representations and warranties of Eurosoft set forth herein
shall be true and correct at the Closing as though made at
and as of that date, except as affected by transactions
contemplated hereby.
<P>
9.2 Eurosoft's Covenants. Eurosoft shall have performed
all covenants required by this Agreement to be performed by
it on or before the Closing.
<P>
9.3 Board of Director Approval. This Agreement shall
have been approved by the Board of Directors of Eurosoft.
<P>
9.4 Supporting Documents of Eurosoft. Eurosoft shall
have delivered to the Shareholders supporting documents in
form and substance reasonably satisfactory to the
Shareholders, to the effect that:
<P>
(a) A good standing certificate from the jurisdiction
of Eurosoft's organization stating that Eurosoft is a
corporation duly organized, validly existing and in good
standing;
<P>
(b) Secretary's certificate stating that Eurosoft's
authorized capital stock is as set forth herein;
<P>
(c) Certified copy of the resolution of the Board of
Directors of Eurosoft authorizing the execution of this
Agreement and the consummation hereof;
<P>
(d) Secretary's certificate of incumbency of the
officers and directors of Eurosoft;
<P>
(e) Eurosoft's Financial Statements; and
<P>
(f) Any document as may be specified herein or required
to satisfy the conditions, representations and warranties
enumerated elsewhere herein.
<P>
10. CONDITIONS PRECEDENT TO OBLIGATION OF EUROSOFT
<P>
Eurosoft's obligation to consummate this exchange shall be
subject to fulfillment on or before the Closing of each of
the following conditions, unless waived in writing by
Eurosoft:
<P>
10.1 Shareholders' Representations and Warranties. The
representations and warranties of the Shareholders set forth
herein shall be true and correct at the Closing as though
made at and as of that date, except as affected by
transactions contemplated hereby.
<P>
10.2 Covenants. The Shareholders shall have performed
all covenants required by this Agreement to be performed by
them on or before the Closing.
<P>
10.3 Amenity's Representations and Warranties. The
representations and warranties of Amenity set forth herein
shall be true and correct at the Closing as though made at
and as of that date, except as affected by transactions
contemplated hereby.
<P>
10.4 Amenity's Covenants. Amenity shall have performed
all covenants required by this Agreement to be performed by
them on or before Closing.
<P>
10.5 Board of Directors Approval. This Agreement shall
have been approved by the Board of Directors of Amenity.
<P>
10.6 Supporting Documents of Amenity. Amenity shall
have delivered to the shareholders supporting documents in
form and substance reasonably satisfactory to the
Shareholders, to the effect that:
<P>
(a) A good standing certificate from the jurisdiction
of Amenity's organization stating that Amenity is a
corporation duly organized, validly existing and in good
standing;
<P>
(b) Secretary's certificate stating that Amenity's
authorized capital stock is as set forth herein;
<P>
(c) Certified copy of the resolution of the Board of
Directors of Amenity authorizing the execution of this
Agreement and the consummation hereof;
<P>
(d) Secretary's certificate of incumbency of the
officers and directors of Amenity;
<P>
(e) Amenity's Financial Statements; and
<P>
(f) Any document as may be specified herein or required
to satisfy the conditions, representations and warranties
enumerated elsewhere herein.
<P>
11. SHAREHOLDER REPRESENTATIVE.
<P>
The Shareholders hereby irrevocably designate and appoint
Mintmire & Associates, 265 Sunrise Avenue, Suite 204, Palm
Beach, Florida 33480, as their agent and attorney in fact
(the "Shareholders' Representative") with full power and
authority until the Closing to execute, deliver, and receive
on their behalf all notices, requests, and other
communications hereunder; to fix and alter on their behalf
the date, time, and place of the Closing; to waive, amend,
or modify any provisions of this Agreement, and to take such
other action on their behalf in connection with this
Agreement, the Closing, and the transactions contemplated
hereby as such agent or agents deem appropriate; provided,
however, that no such waiver, amendment, or modification may
be made if it would decrease the number of shares to be
issued to the Shareholders hereunder or increase the extent
of their liability hereunder.
<P>
12. TERMINATION.
<P>
This Agreement may be terminated (1) by mutual consent in
writing; or (2) if the Closing shall not have taken place
within thirty (30) days following execution of this
Agreement, unless adjourned to a later date by mutual
consent in writing.
<P>
13. SURVIVAL OF REPRESENTATIONS AND WARRANTIES.
<P>
The representations and warranties of the Shareholders,
Eurosoft and Amenity set out herein shall survive the
Closing.
<P>
14. ARBITRATION
<P>
14.1 Scope. The parties hereby agree that any and all
claims (except only for requests for injunctive or other
equitable relief) whether existing now, in the past or in
the future as to which the parties may or any affiliates may
be adverse parties, and whether arising out of this
Agreement or from any other cause, will be resolved by
arbitration before the American Arbitration Association
within Florida.
<P>
14.2 Consent to Jurisdiction, Situs and Judgment. The
parties hereby irrevocably consent to the jurisdiction of
the American Arbitration Association and the situs of the
arbitration (and any requests for injunctive or other
equitable relief) within Florida. Any award in arbitration
may be entered in any domestic or foreign court having
jurisdiction over the enforcement of such awards.
<P>
14.3 Applicable Law. The law applicable to the
arbitration and this agreement shall be that of the State of
Florida, determined without regard to its provisions which
would otherwise apply to a question of conflict of laws.
<P>
14.4 Disclosure and Discovery. The arbitrator may, in
its discretion, allow the parties to make reasonable
disclosure and discovery in regard to any matters which are
the subject of the arbitration and to compel compliance with
such disclosure and discovery order. The arbitrator may
order the parties to comply with all or any of the
disclosure and discovery provisions of the Federal Rules of
Civil Procedure, as they then exist, as may be modified by
the arbitrator consistent with the desire to simplify the
conduct and minimize the expense of the arbitration.
<P>
14.5 Rules of Law. Regardless of any practices of
arbitration to the contrary, the arbitrator will apply the
rules of contract and other laws of the jurisdiction whose
law applies to the arbitration so that the decision of the
arbitrator will be, as much as possible, the same as if the
dispute had been determined by a court of competent
jurisdiction.
<P>
14.6 Finality and Fees. Any award or decision by the
American Arbitration Association shall be final, binding and
non-appealable except as to errors of law or the failure of
the arbitrator to adhere to the arbitration provisions
contained in this Agreement. Each party to the arbitration
shall pay its own costs and counsel fees except as
specifically provided otherwise in this Agreement.
<P>
14.7 Measure of Damages. In any adverse action, the
parties shall restrict themselves to claims for compensatory
damages and/or securities issued or to be issued and no
claims shall be made by any party or affiliate for lost
profits, punitive or multiple damages.
<P>
14.8 Covenant Not to Sue. The parties covenant that
under no condition will any party or any affiliate file any
action against the other (except only requests for
injunctive or other equitable relief) in any forum other
than before the American Arbitration Association, and the
parties agree that any such action, if filed, shall be
dismissed upon application and shall be referred for
arbitration hereunder with costs and attorney's fees to the
prevailing party.
<P>
14.9 Intention. It is the intention of the parties and
their affiliates that all disputes of any nature between
them, whenever arising, whether in regard to this Agreement
or any other matter, from whatever cause, based on whatever
law, rule or regulation, whether statutory or common law,
and however characterized, be decided by arbitration as
provided herein and that no party or affiliate be required
to litigate in any other forum any disputes or other matters
except for requests for injunctive or equitable relief. This
Agreement shall be interpreted in conformance with this
stated intent of the parties and their affiliates.
<P>
14.10 Survival. The provisions for arbitration
contained herein shall survive the termination of this
Agreement for any reason.
<P>
15. GENERAL PROVISIONS.
<P>
15.1 Further Assurances. From time to time, each party
will execute such additional instruments and take such
actions as may be reasonably required to carry out the
intent and purposes of this Agreement.
<P>
15.2 Waiver. Any failure on the part of either party
hereto to comply with any of its obligations, agreements, or
conditions hereunder may be waived in writing by the party
to whom such compliance is owed.
<P>
15.3 Brokers. Each party agrees to indemnify and hold
harmless the other party against any fee, loss, or expense
arising out of claims by brokers or finders employed or
alleged to have been employed by the indemnifying party.
<P>
15.4 Notices. All notices and other communications
hereunder shall be in writing and shall be deemed to have
been given if delivered in person or sent by prepaid first
class certified mail, return receipt requested, or
recognized commercial courier service as follows:
<P>
If to Amenity Zone, Inc.:
<P>
Amenity Zone, Inc.
2958 Braithwood Court
Atlanta, Georgia 30345
Attn: Mark A. Mintmire, President
<P>
If to Eurosoft Corporation:
703 Lucerne Avenue, Suite 201
Lake Worth, Florida 33460
Attn: William H. Luckman, Senior
Vice President
<P>
If to the Shareholders, to:
<P>
c/o Mintmire & Associates
265 Sunrise Avenue, Suite 204
Palm Beach, Florida 33480
<P>
15.5 Governing Law. This Agreement shall be governed by
and construed and enforced in accordance with the laws of
the State of Florida.
<P>
15.6 Assignment. This Agreement shall inure to the
benefit of, and be binding upon, the parties hereto and
their successors and assigns; provided, however, that any
assignment by either party of its rights under this
Agreement without the written consent of the other party
shall be void.
<P>
15.7 Counterparts. This Agreement may be executed
simultaneously in two or more counterparts, each of which
shall be deemed an original, but all of which together shall
constitute one and the same instrument. Signatures sent by
facsimile transmission shall be deemed to be evidence of the
original execution thereof.
<P>
15.8 Exchange Agent and Closing Date. The Exchange
Agent shall be the law firm of Richard I. Anslow &
Associates, Freehold, New Jersey. The Closing shall take
place upon the fulfillment by each party of all the
conditions of the Closing required herein, but not later
than 30 days following execution of this Agreement unless
extended by mutual consent of the parties.
<P>
15.9 Review of Agreement. Each party acknowledges that
it has had time to review this Agreement and, as desired,
consult with counsel. In the interpretation of this
Agreement, no adverse presumption shall be made against any
party on the basis that it has prepared, or participated in
the preparation of this Agreement.
<P>
15.10 Schedules. All schedules attached hereto shall be
acknowledged by each party by signature or initials thereon
and shall be dated.
<P>
15.11 Effective Date. This effective date of this
Agreement shall be May 10, 2000.
<P>
SIGNATURE PAGE TO STOCK ACQUISITION AND REORGANIZATION
AGREEMENT AMONG AMENITY ZONE, INC., EUROSOFT CORPORATION AND
THE SHAREHOLDERS OF AMENITY ZONE, INC.
<P>
IN WITNESS WHEREOF, the parties have executed this Agreement
this 10th day of May, 2000.
<P>
AMENITY ZONE, INC.
BY:/s/ Mark A. Mintmire
---------------------
MARK A. MINTMIRE
PRESIDENT
<P>
EUROSOFT CORPORATION
<P>
BY:/s/ William H. Luckman
----------------------
WILLIAM H. LUCKMAN
SENIOR VICE PRESIDENT
<P>
THE SHAREHOLDERS OF AMENITY ZONE, INC.:
<P>
M. INVESTMENTS, INC.
<P>
BY:/s/ Mark A. Mintmire /s/ Donald F. Mintmire
------------------------- -----------------------
MARK A. MINTMIRE DONALD F. MINTMIRE
PRESIDENT
<P>
EXHIBIT A
<TABLE>
<S> <C> <C>
Amenity Shares Owned Eurosoft Shares to be Received
<P>
M. Investments, Inc.- 5,000,000 shares 90,909 shares
Donald F. Mintmire - 500,000 shares 9,091 shares
</TABLE>
<P>
EXHIBIT 3.1 ARTICLES OF INCORPORATION AND ARTICLES OF
AMENDMENT
- -----------------------------------------------------------
<P>
ARTICLES OF INCORPORATION
<P>
OF
<P>
STRATEGIC INFORMATION MANAGEMENT INCORPORATED
<P>
The undersigned incorporator hereby forms a corporation
under Chapter 607 of the laws of the State of Florida.
<P>
ARTICLE I. NAME
-----------------
<P>
The name of the corporation shall be:
<P>
STRATEGIC INFORMATION MANAGEMENT INCORPORATED
<P>
The address of the principal office of this corporation
shall be 660 Madison Avenue, New York, New York 10021 and
the mailing address of the corporation shall be the same.
<P>
ARTICLE II. NATURE OF BUSINESS
--------------------------------
This corporation may engage or transact in any or all
lawful activities or business permitted under the laws of
the United States, the State of Florida or any other state,
country, territory or nation.
<P>
ARTICLE III. CAPITAL STOCK
----------------------------
<P>
The maximum number of shares of stock that this
corporation is authorized to have outstanding at any one
time is 50,000,000 shares of common stock having $0.0001 par
value per share, and 10,000,000 shares of preferred stock.
<P>
ARTICLE IV. REGISTERED AGENT
------------------------------
<P>
The street address of the initial registered office of
the corporation shall be 1201 Hays Street, Tallahassee,
Florida 32301, and the name of the initial registered agent
of the corporation at that address is Corporation Service
Company.
<P>
ARTICLE V. TERM OF EXISTENCE
-----------------------------
<P>
This corporation is to exist perpetually.
<P>
ARTICLE VI. INCORPORATOR
-------------------------
<P>
The name and street address of the incorporator to
these Articles of Incorporation:
<P>
Corporation Service Company
1201 Hays Street
Tallahassee, Florida 32301
<P>
The undersigned incorporator has executed these
Articles of Incorporation on September 15, 1997.
<P>
/S/ Karen B. Rozar
--------------------
Its Agent, Karen B. Rozar
Incorporator
<P>
ARTICLES OF AMENDMENT
<P>
TO
<P>
ARTICLES OF INCORPORATION
<P>
ARTICLES I, III AND VII of the Articles of
Incorporation of STRATEGIC INFORMATION MANAGEMENT
INCORPORATED shall be amended to read as follows:
<P>
ARTICLE I. NAME
----------------
<P>
The name of the corporation shall be:
<P>
STRATEGIC INFORMATION MANAGEMENT INCORPORATED
<P>
The address of principal office of this corporation shall be
4255 Route 9, Suite D, Freehold, New Jersey, 07728, and the
mailing address of the corporation shall be the same.
<P>
ARTICLE III. CAPITAL STOCK
--------------------------
<P>
The maximum number of shares of stock that this
corporation is authorized to have outstanding at any one
time is 50,000,000 shares of common stock having .0001 par
value per share and 10,000,000 shares of preferred stock
having .0001 par value per share.
<P>
ARTICLE VII. DIRECTORS
-----------------------
<P>
All corporate powers shall be exercised by or under the
authority of, and the business and affairs of the
corporation managed under the direction of its Board of
Directors, subject to any limitation set forth in these
Articles of Incorporation. This corporation shall have one
Director, initially.
<P>
The names and addresses of the initial members of the Board
of Directors are:
<P>
William H. Luckman 4255 Route 9, Suite D
Dir. Freehold, New Jersey 07728
<P>
All other paragraphs and articles of the Articles of
Incorporation shall remain unchanged.
<P>
The foregoing amendment was adopted by the Incorporator
without shareholder action because shareholder action was not required.
<P>
The forgoing amendment was adopted on the 18th day of
September, 1997.
<P>
Corporation Service Company
/s/ Gail Shelby
----------------------------
By: Its Incorporator
Its Agent, Gail Shelby
<P>
ARTICLES OF AMENDMENT
<P>
TO
<P>
ARTICLES OF INCORPORATION
<P>
Pursuant to the provision of Chapter 607, Florida Statutes
the undersigned corporation adopts the following articles of
amendment to its articles of incorporation.
<P>
FIRST: The name of the corporation is:
<P>
STRATEGIC INFORMATION MANAGEMENT INCORPORATED
<P>
SECOND: The following amendment(s) to the articles of
incorporation was (were) adopted by the corporation:
<P>
The name of the corporation shall be:
<P>
EUROSOFT CORPORATION
<P>
THIRD: The amendment(s) was (were) adopted by the Board of
Directors on the first day of June, 1998. Shareholder
approval was not required.
<P>
Dated:
<P>
/s/ William H. Luckman
-----------------------
William Luckman - Director
STATE OF
COUNTY OF
<P>
Before me, the undersigned authority, personally appeared
William Luckman to me well known to be the person(s) who
executed the foregoing articles of amendment to the articles
of incorporation and acknowledged before me, according to
law, that he/she made and subscribed the same for the
purposes therein mentioned and set forth.
<P>
IN WITNESS WHEREOF, I have hereunto set my hand and seal
this 4th day of June, 1998.
<P>
/s/ Stacie Lee Coppens
----------------------
Notary Public
EXHIBIT 3.2 BYLAWS OF STRATEGIC INFORMATION MANAGEMENT INC.
- -----------------------------------------------------------
<P>
BYLAWS
<P>
OF
<P>
STRATEGIC INFORMATION MANAGEMENT INCORPORATED
<P>
ARTICLE I
---------
<P>
SHAREHOLDERS
- ------------
<P>
1. SHARE CERTIFICATES. Certificates evidencing
------------------
fully - paid shares of the corporation shall set forth
thereon the statements prescribed by Section 607.0625 of the
Florida Business Corporation Act ("Business Corporation
Act") and by any other applicable provision of law, must be
signed, either manually or in facsimile, by any one of the
following officers: the President, a Vice President, the
Secretary, an Assistant Secretary, the Treasurer, an
Assistant Secretary, or by an officer designated by
the Board of Directors, and may bear the corporate seal or
its facsimile. If the person who signed, either manually or
in facsimile, a share certificate no longer holds office
when the certificate is issued, the certificate is
nevertheless valid.
<P>
2. FRACTIONAL SHARES OR SCRIP. The corporation
---------------------------
may: issue fractions of a share or pay in money the fair
value of fractions of share: make arrangements, or provide
reasonable opportunity, for any person entitled to or
holding a fractional interest in a share to sell such
fractional interest or to purchase such additional
fractional interests as may be necessary to acquire a full
share; and issue scrip in registered or bearer form, over
the manual or facsimile signature of an officer of the
corporation or its agent, entitling the holder to receive a
full share upon surrendering enough scrip to equal a full
share. Each certificate representing scrip must be
conspicuously labeled "scrip" and must contain the
information required by of Section 607.0625 of the Business
Corporation Act. The holder of a fractional share is
entitled to exercise the rights of a shareholder, including
the right to vote, to receive dividends, and to participate
in the assets of the corporation upon liquidation. The
holder of scrip is not entitled to any of these rights
unless the scrip provides for them. The Board of Directors
may authorize the issuance of scrip subject to any condition
considered desirable, including (a) that the scrip will
become void if not exchanged for full shares before a
specified date; and (b) that the shares for which the scrip
is exchangeable may be sold and the proceeds paid to the
scripholders.
<P>
3. SHARE TRANSFERS. Upon compliance with any
----------------
provisions restricting the transferability of shares that
may be set forth in the articles of incorporation, these
Bylaws, or any written agreement in respect thereof,
transfers of shares of the corporation shall be made only on
the books of the corporation by the registered holder
thereof, or by his attorney thereunto authorized by power of
attorney duly executed and filed with the Secretary of the
corporation, or with a agent or a registrar and on surrender
of the certificate or certificates for such shares properly
endorsed and the payment of all taxes thereon, if any.
Except as may be otherwise provided by law or these Bylaws,
the person in whose name shares stand on the books of the
corporation shall be deemed the owner thereof for all
purposes as regards the corporation; provided that whenever
any transfer of shares shall be made for collateral
security, and not absolutely, such fact, if
known to the Secretary of the corporation shall be so
expressed in the entry of transfer.
<P>
4. RECORD DATE FOR SHAREHOLDERS. For the purpose
-----------------------------
of determining shareholders entitled to notice of or to
vote any meeting of shareholders to demand a special
meeting, or to take any other action, the Board of
Directors, of the corporation may fix a date as the record
date for any such determination of shareholders, such date
in any case to be not more than seventy days before the
meeting or action requiring such determination of
shareholders. A determination of shareholders entitled to
notice of or to vote at a shareholders' meeting is effective
for any adjournment of the meeting unless the Board of
Directors fixes a new record date, which it must do if the
meeting is adjourned to a date more than one hundred twenty
days (120) days after the date fixed for the original
meeting.
<P>
5. MEANING OF CERTAIN TERMS. As used herein in
-------------------------
respect of the right to notice of a meeting of shareholders
or a waiver thereof or to participate or vote thereat or to
consent or dissent in writing in lieu of a meeting, as the
case may be, the term "share" or "shares" or "shareholder"
or "shareholders" refers to an outstanding share or shares
and to a holder or holders of record of outstanding shares
when the corporation is authorized to issue only on a class
of shares, and said reference is also intended to include
any outstanding share or shares and any holder
or holders of record of outstanding shares of any class upon
which or upon whom the articles of incorporation confer such
rights where there are two or more classes or series of
shares or upon whom the Business Corporation Act confers
such rights notwithstanding that the articles of
incorporation may provide for more than one class or series
of shares, one or more of which are limited or denied such
rights thereunder.
<P>
6. SHAREHOLDER MEETING.
---------------------
<P>
-TIME. The annual meeting shall be held on the date
fixed from time to time by the directors. A special meeting
shall be held on the date fixed from time to time by the
directors except when the Business Corporation Act confers
the right to call a special meeting upon the shareholders.
<P>
-PLACE. Annual meetings and special meetings shall be
held at such place in or out of the State of Florida as the
directors shall from time to time fix.
<P>
-CALL. Annual meetings may be called by the directors
or the Chairman of the Board of Directors, the Vice Chairman
of the Board of Directors, the President , or the Secretary
or by an officer instructed by the directors or the
President to call the meeting. Special meetings may be
called in like manner.
<P>
-NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER OF NOTICE .
The corporation shall notify shareholders of the date, time,
and place of each annual and special shareholders' meeting.
Such notice shall be no fewer than ten or more than sixty
days before the meeting date. Unless the Business
Corporation Act or the articles of incorporation require
otherwise, notice of an annual meeting need not include a
description of the purpose or purposes for which the meeting
need not include a description of the purpose or
purposes for which the meeting is called. Notice shall be
given in the manner provided in Section 607.0141 of the
Business Corporation Act, by or at the direction of the
President, the Secretary, or the officer or persons calling
the meeting. Notice of a special meeting must include a
description of the purpose or purposes for which the meeting
is called. Unless the Business Corporation Act or the
articles of incorporation require otherwise, the corporation
is required to give notice only to shareholders entitled to
vote at the meeting. A shareholder may waive any notice
required by the Business Corporation Act, the articles of
incorporation, or the Bylaws before or after the date
and time stated in the notice. The waiver must be in
writing, be signed by the shareholder entitled to the
notice, and be delivered to the corporation for inclusion in
the objection to lack of notice or defective notice of the
meeting, unless the shareholder at the beginning of the
meeting objects to holding the meeting or transacting
business at the meeting; or waives objection to
consideration of a particular matter at the meeting that is
not within the purpose or purposes described in the meeting
notice, unless the shareholder objects to considering the
matter when it is presented.
<P>
-VOTING LIST FOR MEETING. After fixing a record date
for a meeting, the corporation shall prepare an alphabetical
list of the names of all its shareholders who are entitled
to notice of a shareholders' meeting, arranged by voting
group, with the address of and number and class and series,
if any of shares held by each shareholder. The
shareholders' list must be available for inspection by any
shareholder, for a period of ten days prior to
the meeting or such sorter time as exists between the record
date and the meeting and continuing through the meeting at
the corporation's principal office, or at a place identified
in the meeting notice in the city where the meeting will be
held, or at the office, of the corporation's transfer agent
or registrar. A shareholder, his agent or attorney is
entitled on written demand to inspect the list subject to
the requirements of Section 607.1602(3) of the Business
Corporation Act, to copy the list, during regular business
hours and at his expense, during the period it is available
for inspection. The corporation shall make the
shareholders' list available at the meeting, and any
shareholder, or his agent or attorney is entitled
to inspect the list at any time during the meeting or any
adjournment.
<P>
-CONDUCT OF MEETING. Meetings of the shareholders
shall be presided over by one of the following officers in
the order of seniority and if present and acting - the
Chairman of the Board, if any, the Vice Chairman of the
Board, if any, the President, a Vice President, if any, or,
if none of the foregoing is in office and present and
acting, by a chairman to be chosen by the shareholders.
The Secretary of the corporation, or his absence,
an Assistant Secretary, shall act as secretary of every
meeting, but, if neither the Secretary nor an Assistant
Secretary is present, the chairman of the meeting shall
appoint a secretary of the meeting.
<P>
-PROXY REPRESENTATION. A shareholder may appoint a
proxy to vote or otherwise act for him by signing an
appointment from, either personally or his attorney-in-fact.
An appointment of a proxy is effective when received by the
Secretary or other officer or agent authorized to tabulate
votes. An appointment is valid for up to eleven months,
unless a longer period is expressly provided in the
appointment form. An appointment of a proxy is
revocable by the shareholder unless the anointment form
conspicuously states that it is irrevocable and the
appointment is coupled with an interest.
<P>
-SHARES HELD BY NOMINEES. The corporation may
establish a procedure by which the beneficial owner of
shares that are registered in the name of a nominee is
recognized by the corporation as the shareholder. The
extent of this recognition may be determined in the
procedure.
<P>
-QUORUM . Unless the articles of incorporation or
the Business Corporation Act provides otherwise, a majority
of the votes entitled to be cast on a matter by a voting a
group constitutes a quorum o that voting group for action on
that matter. Shares entitled to vote as a separate voting
group may take action on a matter at a meeting only if a
quorum of those shares exists with respect to that matter.
Once a share is represented for any purpose at a meeting, it
is deemed present for quorum purposes for the remainder of
the meeting and for any adjournment of that meeting unless a
new record date is or must be set for that adjourned
meeting.
<P>
-VOTING. Directors are elected by a plurality
of the votes cast by the shares entitled to vote in the
election at a meeting at which a quorum is present. If a
quorum exists, action on a matter, other than the election
of directors, by a voting group is approved if the votes
cast within the voting group favoring the action exceed the
votes cast opposing the action, unless the articles of
incorporation or the Business Corporation Act requires a
greater number of affirmative votes.
<P>
7. ACTION WITHOUT MEETING. Unless otherwise
----------------------- provided in the articles
of incorporation action required or permitted by the
provisions of the Business Corporation Act to be taken at an
annual or special meeting of shareholders may be taken
without a meeting, without prior notice, and without a vote
if the action is taken by the holders of outstanding stock
of each voting group entitled to vote thereon having not
less than the minimum number of votes with respect to each
voting group that would be necessary to authorize or take
such action at a meeting at which all voting groups and
shares entitled to vote hereon were present and voted. In
order to be effective the action must be evidenced by one or
more written consents describing the action taken , dated
and signed by approving shareholders having the requisite
number of each voting group entitled to vote thereon, and
delivered to the corporation by delivery to its principal
office in State of Florida, its principal place of business,
the corporate Secretary, or another officer or agent of the
corporation having custody of the book in which proceedings
of meetings of shareholders are recorded. No written
consent shall be effective to take the corporate action
referred to therein, unless within sixty days of the date of
the earliest dated consent delivered in the manner require
by Section 607.0704 of the Business Corporation Act, written
consents signed by holders of shares having the number of
votes required to take action are delivered to the
corporation by delivery as set forth in Section 607.0704 of
the Florida Business Corporation Act. Action under thus
paragraph be subject to the requirements of Section 607.0704
of the Business Corporation Act.
<P>
ARTICLE II
----------
BOARD OF DIRECTORS
------------------
<P>
1. FUNCTIONS GENERALLY - COMPENSATION. All corporate
-----------------------------------powers shall be
exercised by or under the authority of, and the business and
affairs of the corporation managed under the direction of, a
Board of Directors. The Board may fix the compensation of
directors.
<P>
2. QUALIFICATIONS AND NUMBER. A director need not be a
--------------------------shareholder, a citizen of
the United States, or a resident of the State of Florida.
The initial Board of Directors shall consist of one person,
which shall be the number of directors until changed.
Thereafter, the number of directors shall not be less than
one (1)nor more than ten (10). The number of directors may
be fixed or changed from time to time by the shareholders.
The number shall never be less than one.
<P>
3. TERMS AND VACANCIES. The Terms of the initial
--------------------directors of the corporation expire
at the first shareholders' meeting at which directors are
elected. The terms of all other directors expire at the
next annual shareholders' meeting following their election.
A decrease in the number of directors does not shorten an
incumbent director's term. The term of a director elected
to fill a vacancy expires at the next shareholders' meeting
at which directors are elected. Despite the expiration of a
director's term, the director continues to serve until his
successor is elected and qualifies or until there is a
decrease in the number of directors. Whenever a vacancy
occurs on the Board of Directors, including a vacancy
resulting from an increase in the numbers of directors, it
may be filled by the affirmative vote of a majority of the
remaining directors, through less than a quorum of the Board
of Directors, or by the shareholders, unless the articles of
incorporation provide otherwise.
<P>
4. MEETINGS
---------
-TIME. Meetings shall be held at such time as the
Board shall fix, except that the first meeting of a newly
elected Board shall be held as soon after its election as
the directors may conveniently assemble.
-PLACE. The Board of Directors may hold regular or
special meetings in or out of the State of Florida at such
place as shall be fixed by the Board. -CALL. No call
shall be required for regular meetings for which time and
place have been fixed. Special meetings may be called by or
at the direction of the Chairman of the Board, if any, the
Vice Chairman of the Board, if any, of the President, or of
a unanimous decision by all of the directors in office.
-NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. Regular
meetings of the Board of Directors may be held without
notice of the date, time, place, or purpose of the meeting.
Written, or oral, notice of the time and place shall be
given for special meetings insufficient time for the
convenient assembly of the directors there at. The notice
of a special meeting need not describe the purpose of the
meeting. Notice of a meeting of the Board of Directors need
not given to any director who signs a waiver of notice of
such meeting and a waiver of any and all objection to the
place of the meeting, the time of the meeting, or the manner
in which it has been called or convened, except when a
director states, at the beginning of the meeting or promptly
upon arrival at the meeting, any objection to the
transaction of business because the meeting is not lawfully
called or convened.
-QUORUM AND ACTION. A quorum of the Board of Directors
consists of a majority of the number of directors prescribed
in or fixed in accordance with these Bylaws. If a quorum is
present when a vote is taken, the affirmative vote of a
unanimous vote of directors present is the act of the Board
of Directors. The Board of Directors may permit any or all
directors to participate in a regular or special meeting by,
or conduct the meeting through use of, any means of
communication by which all directors participating may
simultaneously hear each other during the meeting. A
director participating in a meeting by this means is deemed
to be present in person at the meeting.
-CHAIRMAN OF THE MEETING. Meetings of the Board of
Directors shall be presided over by the following directors
in the order of seniority and if present and acting the
Chairman of the Board, if any, the Vice Chairman of the
Board, if any, the President, or any other director chosen
by the Board.
<P>
5. REMOVAL OF DIRECTORS . The shareholders may remove
----------------------one or more directors with or
without cause pursuant to the provisions of Section 607.0808
of the Business Corporation Act.
<P>
6. COMMITTEES. The Board of Directors by resolution
-----------adopted by a majority of the full Board of
Directors, may designate from among its members an executive
committee and one or more other committees each of which, to
the extent provided in such resolution or in the articles of
incorporation or the Bylaws, shall have and may exercise all
the authority of the Board of Directors, except such
authority as may not be delegated under the Business
Corporation Act. Each committee may have two or more
members, who serve at the pleasure of the Board of
Directors. The provisions of Sections 607.082, 607.0823,
and 607.0824 of the Business Corporation Act, which govern
meetings, notice and waiver of notice, and quorum and voting
requirements, apply to committees and their members as well.
<P>
7. ACTION WITHOUT MEETING. Action required or
----------------------- permitted by the Business
Corporation Act to be taken at a Board of Directors' meeting
or committee meeting may be taken without a meeting if the
action is taken by all members of the Board or of the
committee. The action must be evidenced by one or more
written consents describing the action taken, signed by each
director or committee member. Action taken under this
paragraph is effective when the last director signs the
consent, unless the consent specifies a different effective
date.
ARTICLE III
-----------
OFFICERS
- --------
<P>
The corporation shall have a President, and a
Secretary, and such other officers as may be deemed
necessary, who may be appointed by the directors. The same
individual may simultaneously hold more than one office in
the corporation. A duly appointed officer may appoint
one or more officers or assistant officers is authorized by
the Board of Directors. Each officer of the corporation
has the authority and shall perform the duties prescribed by
the Board of Directors or by direction of an officer
authorized by the Board of Directors to prescribe the duties
of other officers; provided, that the Secretary shall have
the responsibility for preparation and custody of minutes of
the directors' and shareholders' meetings and for
authenticating records of the corporation. The Board of
Directors may remove any officer at any time with or without
cause.
<P>
ARTICLE IV
----------
REGISTERED OFFICE AND AGENT
- ---------------------------
<P>
The address of the initial registered office of the
corporation and the name of the initial registered agent of
the corporation are set forth in the original articles of
incorporation.
EXHIBIT 17.1
RESIGNATION LETTER OF MARK MINTMIRE
- -----------------------------------
<P>
I, Mark A. Mintmire, hereby resign as President, Secretary
and Director of Amenity Zone, Inc., effective immediately.
<P>
s/s MARK A. MINTMIRE
----------------------
MARK A. MINTMIRE
<P>
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