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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF
SMALL ISSUERS UNDER SECTION 12 (b)
OR
12 (g) OF THE SECURITIES EXCHANGE ACT OF 1934
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GLOBAL CYBER SPORTS.COM, INC.
(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)
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UTAH 87-049 6591
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(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER IDENTIFICATION NO.)
409 Stanton Place
Alexandria, VA 22304
- - - - - - - - - - - - - - - -- - - - - - -
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
703-823-4525
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(ISSUER'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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SECURITIES TO BE REGISTERED UNDER SECTION 12 (b) OF THE ACT:
NONE
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SECURITIES TO BE REGISTERED UNDER SECTION 12 (g) OF THE ACT:
COMMON STOCK, $.001 PAR VALUE PER SHARE
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(TITLE OF CLASS)
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INTRODUCTION
This is a Registration Statement on Form 10-SB relating to the common
stock, par value $0.001 per share of Global Cyber Sports.Com, Inc., a Utah
corporation ("GCSC" or the "Company"). GCSC has voluntarily filed this
Registration Statement in order to register its common stock under Section 12(g)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), so as
to permit the common stock to continue to trade on the OTC Electronic Bulletin
Board. The Registration Statement contains the information required by
Alternative 3 of Form 10-SB. From March 29, 1998 until March 2, 1999, the common
stock has traded on the OTC Electronic Bulletin Board under the symbol TOCH.
Since March 3, 1999, it has traded under the symbol "GCSC."
FORWARD-LOOKING STATEMENTS
The following statements are or may constitute forward-looking
statements:
1. statements set forth in this Registration Statement, regarding
possible assumed future results of operations, GCSC's ability to generate
positive cash flows in the future, and GCSC's ability to expand its operations;
2. any statements preceded by, followed by or that include the words
"believes," "expects," "predicts," "anticipates," "intends," "estimates,"
"should," "may" or similar expressions; and
3. other statements contained or incorporated by reference in this
Registration Statement regarding matters that are not historical facts.
Because such statements are subject to risks and uncertainties, actual
results may differ materially from those expressed or implied by such
forward-looking statements. Such factors include:
- general economic and business conditions;
- technology changes;
- competition;
- changes in business strategy or development plans;
- the ability to attract and retain qualified management and
staff; and
- liability and other claims which might be asserted against
GCSC.
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Such statements speak only as of the date that they were made, and undue
reliance should not be placed on such statements. GCSC's independent public
accountant has not examined or compiled the forward-looking statements and,
accordingly, does not provide any assurance with respect to such statements.
These cautionary statements should be considered in connection with any written
or oral forward-looking statements that GCSC may issue in the future. GCSC does
not undertake any obligation to release publicly any revisions to such
forward-looking statements after the effective date of this Registration
Statement.
2
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PART I
ITEM 1. DESCRIPTION OF BUSINESS
CORPORATE HISTORY
The Company is the surviving corporation of a merger which occurred
on February 26, 1999 between Starplan Technologies, Ltd. ("Starplan") and
Touch-It, Inc. (OTCBB: TOCH) ("Touch-It"). Touch-It was incorporated on April
15, 1992 in the State of Utah. In the merger, Starplan merged into Touch-It
which remained the surviving corporation. As part of the merger, Touch-It
changed its name to Global Cyber Sports.Com Inc.
At the time of the merger, Touch-It had 1,687,332 outstanding shares of
common stock. Under the merger, Starplan's shareholder was to receive 26,320,000
shares. These shares however, were subject to reduction, share for share, for
any additional shares which GCSC issued in a private placement which was to
occur immediately following the merger. 885,026 shares were sold in this
placement.
Touch-It was engaged in the business of manufacturing and selling
thermochromic products. Thermochromic products are basic items, such as paper,
which are coated with a process which changes to a particular color when exposed
to various degrees of temperature. It was GCSC's intent to develop websites
dedicated to particular sports or aspects of sports so as to facilitate the sale
of apparel and memorabilia, including memorabilia inspired by thermochromic
products. Soon after the merger, Paul Wakefield, the original principal
shareholder of Touch-It, determined to withdraw from the merged enterprise.
Therefore, in exchange for $100, the thermochromic business was transferred to
Mr. Wakefield in June, 1999.
John Bloom, the Starplan shareholder and the principal shareholder of GCSC,
became seriously ill in May 1999 and was unavailable to advance GCSC's business.
Therefore, the business remained static until November, 1999, when members of
the Bloom family agreed to transfer up to 10,000,000 of their GCSC shares to
dezignCom Technology, Ltd. ("dezignCom"), a company based in Bournemouth,
England. This company specializes in web-site development. With the support of
dezignCom, GCSC is in the process of redesigning and redeveloping the GCSC web
sites and securing additional management resources in the United States to
relaunch the business. GCSC trades under the symbol "GCSC" on the OTC Bulletin
Board.
BUSINESS OF THE COMPANY
The current primary focus of the Company is to develop sports related web
sites from which the Company can promote the sale of trademarked apparel and
memorabilia. The Company's initial efforts are being directed toward the Formula
1 racing market. In March, 1999, through agreements with TSS&P, Europe's
largest manufacturer of clothing and promotional material for the Formula 1
market, the Company acquired distribution rights in North America to general
merchandise bearing the Ferrari, Benetton, Michael Schumacher, Damon Hill,
Giancarlo Fisichella, Eddie Irvine and Johnny Herbert trademarks.
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The Company desires to attract traffic to its websites by offering
content, such as news, chat, gossip and other information surrounding a
particular sport or sports niche. In conjunction with a particular site, the
Company's intent is to obtain the rights to sell merchandise, particularly
apparel, to these visitors to its websites who have an interest in the content
on the site. The Company also will seek to integrate or link its sites into the
related websites of others. This, in turn, is intended to expand the Company's
ability to sell the merchandise that the Company has secured the rights to sell.
The Company's initial, test website was launched in March, 1999, as
WEB-F1, to target the Formula 1 race car market. A magazine style format was
used for this site. This site offered visitors access to Formula 1 racing
information maintained in a proprietary database, games and online auctions of
Formula 1 racing memorabilia. This site was integrated for the 1999 racing
season with the ITV-F1 web-site. This site is operated by the television
company, Granada, which has the television rights for Formula-1 racing. The
Company intends to launch a new Formula 1 site for the 2000 racing season.
Another objective of the Company is to develop standalone websites to
solely promote and sell the merchandise that the Company has secured the rights
to sell. These sites, in turn, can be linked to other websites under affiliate
programs so that visitors to these other sites become potential purchasers of
the Company's merchandise. An initial site, WearFerrari.com was launched in
August, 1999, to sell merchandise bearing the Ferrari logo. WEB-F1.com and
WearFerrari.Com are in the process of being redesigned. The Company intends to
relaunch these sites in the Spring, 2000.
COMPETITION
The Company will encounter many competitive factors in its business.
Numerous websites compete for the same visitors that the Company hopes to
attract. The owners of these websites often will have greater technical,
financial and marketing resources and better industry relationships than the
Company. Also, the Company does not now possess, nor does it anticipate it will
ever possess, exclusive rights to the merchandise it has acquired or will
acquire the right to sell. Therefore, other companies with the same rights will
be able to compete, both through the web and otherwise, for customers of the
merchandise. To the extent they have greater resources or can better attract
customers for the merchandise, these competitors can adversely affect the
Company's business.
LICENSE ARRANGEMENTS
The Company signed an Agreement on March 29, 1999 with TSS & P,
Twickenham, England, wherein the Company was granted the distribution rights for
an indefinite term to Ferrari merchandise for the North American market
(exclusive of Ferrari dealerships) and the Internet.
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The Company signed a second agreement on March 29, 1999 with TSS&P,
Twickenham, England, wherein the Company was granted distribution rights for
formula I apparel for such names as Benetton, Michael Schumacher, Damon Hill,
Giancarlo Fisichella, Eddie Irvine and Johnny Herbert for the American market
and the Internet.
EMPLOYEES
The Company currently has no employees. Instead, it is relying upon
dezignCom's employees and several consultants to relaunch its business.
The Company's website is www.globalcybersports.com.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following analysis for the results of operations and financial
condition of the Company should be used in conjunction with the financial
statements, including the notes thereto, of the Company contained elsewhere in
this Registration Statement.
OVERVIEW
Until the merger between Touch-It and Starplan in February 1999, all of
the Company's revenues were derived from Touch-It. Following the merger, neither
Touch-It nor the business associated with GCSC produced any material revenue.
The thermochromic business of Touch-It was divested for $100 in June, 1999.
Therefore, the following analysis should be considered in reference to these
factors.
1999 vs. 1998
In 1999, the Company's revenue was $9,445 compared to $57,000 for the
year ended December 31, 1998, a decrease of $50,755 or 81.4%. Operating
expenses for 1999 were $87,091 compared to $226,000 for 1998, a decrease of
$138,009 or 61.5%. Many of the services which were necessary to operate the
Company's business in 1999 were provided on a voluntary basis, thereby reducing
if not eliminating many operating expenses.
LIQUIDITY AND CAPITAL RESOURCES
The Company currently has no liquid resources to operate its business.
As funds are required, John Bloom and his family have contributed additional
capital. Except for expenses which are required to obtain certain services from
third parties and to maintain the Company's status with governmental
authorities, no expenses are currently being incurred to conduct day-to-day
operations. Instead, third parties, such as dezignCom, have agreed to provide
the services necessary to operate the business solely for equity derived from
the GCSC shares which were originally issued to John Bloom in the merger which
occurred in February, 1999.
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The Company anticipates increased cash demands as it gets ready to
relaunch its business. The Company anticipates that these funds will be
available from one or more current shareholders until positive cash flow is
obtained from operations. Absent the contribution of these funds or if positive
cash flow is not attained when anticipated, the Company will need to cease
operations unless funds are obtained from other sources. No assurances exist
that the funds will be available to the Company or, if available, that such
funds will be made available upon terms acceptable to the Company.
ITEM 3. DESCRIPTION OF PROPERTY.
Its business affairs are coordinated from the office of dezignCom in
Bournemouth, England and in the United States from the office of Mr. Brad
Pfeffer, Alexandria, Virginia.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth information as of February 22, 2000, with
respect to the beneficial ownership of the common stock by (1) each person known
by the Company to own beneficially 5% or more of the common stock, (ii) each
director and officer of the Company and (iii) all directors and officers as a
group. The number of shares of common stock owned are those "beneficially owned"
as determined under the rules of the SEC including any shares of common stock as
to which a person has sole or shared voting or investment power and any shares
of Common Stock which the person has the right to acquire within 60 days through
the exercise of any option, warrant or right. The Company has no outstanding
options or warrants or rights to acquire common stock.
<TABLE>
<CAPTION>
NAME AND ADDRESS NUMBER OF %
OF BENEFICIAL OWNER SHARES OWNED OWNED
- ------------------------------ ---------------- ----------------
<S> <C> <C>
John Bloom(1) 2,699,436 9.6
Paseo Maritimo
37,11 H Palma
Mallorca, Spain
Group 15, Ltd 2,563,601 9.2
Paseo Maritimo
37 11 H Palma
Mallorca, Spain
Gary Easterbrook(2) 1,896,630 6.8
5 Leven Close
Talbot Woods
Bournemouth, Dorset BN4 9LP
England
</TABLE>
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<TABLE>
<S> <C> <C>
Shelton Jay Merrill 100,000 *
Director
5422 Wicklow Court
Alexandria, VA 22304
Anthony Broughton 1,333,250 4.8
CEO and Director
25 Valley View
Talbot Village
Poole, England
Brad Collier(3) 1,896,631 6.8
Treasurer and Director
The Wick Cottage
17 Dover Road
Poole, England
All executive officers and directors 3,329,881 11.9
as a group
</TABLE>
(1) John Bloom's shares are held as follows:
Fudge Holdings, an offshore company in which he owns a 50% interest,
500,000, Anne, his wife, 433,000, John and Anne Bloom jointly, through
Group 15, Ltd., an offshore company in which they own a 51% interest,
1,307,436 and through Triton Holdings an offshore Company in which
they own a 51% interest, 459,000.
(2) Includes 948,315 shares held by Sandy Werrey-Easterbrook, his wife.
(3) Includes 948,315 shares held by Ruth Collier, his wife.
ITEM 5. DIRECTOR, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
The directors and executive officers of the Company, and significant
employees of the Company are as follows:
<TABLE>
<CAPTION>
Name Age Position
<S> <C> <C>
Anthony Broughton 49 President, Chief Executive Officer and Director
Brad Collier 44 Secretary, Treasurer and Director
Shelton Jay Merrill 50 Director
</TABLE>
The Directors of the Company are elected to hold office until the next annual
meeting of shareholders and until their respective successors have been elected
and qualified.
ANTHONY BROUGHTON - PRESIDENT AND CHIEF EXECUTIVE OFFICER
Anthony Broughton, a Director of the Company since February 1999, was appointed
President and Chief Executive Officer on December 23, 1999. Mr. Broughton is a
consultant focused on merchandising of promotional goods to the sports sector in
the UK. From 1994 - 1998 he acted as a consultant to the London Oil Refining
Company working on chemical product development, in the UK and the Middle East.
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BRAD COLLIER - SECRETARY, TREASURER
Brad Collier was appointed as Secretary, Treasurer and Director of the Company
on December 23, 1999. Mr. Collier established dezignCom in 1998 in order to
provide a full service offering to organizations wishing to establish an
internet presence to commercially exploit their products. He directs dezignCom's
sales activities. In 1997, Mr. Collier set up ESSP, a sales and marketing
front-end for a consortium of companies that provided solutions to remedy the
Y2K computer date problem. Mr. Collier's involvement in Y2K issues started in
1994 when he helped organize Millennium UK, the first consultancy organization
in the UK to bring the Y2k issue to the attention of UK industry and government.
SHELTON JAY MERRILL - DIRECTOR
Shelton Jay Merrill was appointed to the Board of Directors on December 23,
1999. Mr. Merrill is presently Chairman of the Board of USA Media, Inc., a
privately held computer software and e-commerce development company and Vice
Chairman of the Board of Growth and Development Corporation, Inc. Mr. Merrill
served as Chairman of the Board of Delaware Public Television, and is co-founder
of WMDT-TV, an ABC network affiliate. Mr. Merrill's recent business ventures
have included the development of new enabling computer technologies, e-commerce,
environmental technologies and imports.
ITEM 6. EXECUTIVE COMPENSATION
The following table presents certain information regarding the
compensation paid during the previous three fiscal years to all individuals who
served as the Company's chief executive officer during 1999.
<TABLE>
<CAPTION>
Name and Annual Compensation Other Annual
Principal Position (1) Year Salary Bonus Compensation
------------------ ---- ------ ----- ------------
<S> <C> <C> <C> <C>
Anthony Broughton, CEO (2) 1999 0 0 0
1998 0 0 0
1997 0 0 0
Terry Reed, CEO (3) 1999 0 0 0
1998 0 0 0
1997 0 0 0
Paul Wakefield, CEO (4) 1999 0 0 0
1998 0 0 0
1997 0 0 0
</TABLE>
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1. None of the individuals named below has received salaries, bonuses and
benefits while serving as CEO or an employee for the years indicated.
2. Mr. Broughton became CEO in December 23, 1999.
3. Mr. Reed became CEO on February 26, 1999 and resigned in August 1999.
4. Mr. Wakefield had been CEO of Touch-It, Inc. prior to its merger with
Starplan Technology, Ltd. on February 26, 1999. He had been CEO since
the inception of Touch-It, Inc. in 1992.
No executive employee of the Company have ever earned at least $100,000.
The Company has not adopted any option or similar type of compensatory
plan for the benefit of employees, directors and others.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On November 9, 1999, members of John Bloom's family agreed to transfer
up to 10,000,000 shares to dezignCom in exchange for dezignCom providing
executive management for the Company. In addition to such management services,
dezignCom is to employ its internet related sales and marketing resources for
the benefit of the Company. To date, the Bloom family members have transferred
8,198,000 shares to dezignCom.
ITEM 8. DESCRIPTION OF SECURITIES
GENERAL
As of the date of this Registration Statement, the authorized capital
stock of the Company consists of 100,000,000 shares of Common Stock, $.001 par
value, of which 28,007, 332 shares are outstanding. There are 193 shareholders
of record. The following is a description of the securities of the Company taken
from provisions of the Company's Articles of Incorporation. The following
description is a summary and is qualified in its entirety by the above
referenced provisions of the Articles of Incorporation.
COMMON STOCK
Holders of Common Stock are entitled to one vote for each share held on
all matters submitted to a vote of shareholders, including the election of
directors. Accordingly, holders of a majority of shares of Common Stock entitled
to vote in any election of directors may elect all of the directors standing for
election if they choose to do so. The Articles of Incorporation do not provide
for cumulative voting for the election of directors. Holders of Common Stock
will be entitled to receive ratably such dividends, if any, as may be declared
from time to time by the Board of Directors out of funds legally available
therefor, and will be entitled to receive, pro rata, all assets of the Company
available for distribution to such holders upon liquidation. Holders of Common
Stock have no preemptive, subscription or redemption rights.
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TRANSFER AGENT
The Company's transfer agent is Interwest Transfer, 1981 East 4800 South, Salt
Lake City, Utah 84117.
PART II.
ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
OTHER SHAREHOLDER MATTERS.
MARKET PRICE
The Company's common stock has been quoted on the OTC:BB since March 29, 1998
until March 2, 1999 under the symbol "TOCH". Commencing on March 3, 1999, the
symbol was changed to "GCSC". The following table sets forth the high and low
bid prices for the common stock for the quarters indicated.
High Bid Low Bid
First Quarter 1999 8 3/8 5
Second Quarter 1999 8 1/4 2
Third Quarter 1999 3 5/8 1/8
Fourth Quarter 1999 17/32 3/32
DIVIDENDS
The Company does not anticipate paying dividends on the Common Stock in
the foreseeable future. The payment of future dividends will be at the sole
discretion of the Company's Board of Directors and will depend upon several
factors including the profitability of the Company and general business
conditions.
ITEM 2. LEGAL PROCEEDINGS
The Company is not a party to any material pending legal proceedings
and, to the best of its knowledge, no such action by or against the Company has
been threatened.
ITEM 3. RECENT CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
None
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES
No securities that were not registered under the Securities Act of 1933,
as amended, ("Securities Act") have been issued or sold within the past three
years except as follows:
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1) In 1998, the Company, while operating as Touch-It, sold 687,332
shares to numerous individuals from which the Company raised $123,307. The
shares were issued under Rule 504 of Regulation D under the Securities Act.
2) In March 1999, the Company sold 885,026 shares to approximately 25
individuals from which the Company raised $67,226. The shares were issued under
rule 504 of Regulation D under the Securities Act.
3) In March 1999, the Company issued 2500 shares to Communard, Ltd. in
exchange for legal services. The shares were issued under Section 4(2) of the
Securities Act.
4) In March 1999, the Company issued 2000 shares of stock to Paul
Willems for sponsorship services. The shares were issued under Section 4(2) of
the Securities Act.
ITEM 5. INDEMNIFICATION OF DIRECTOR AND OFFICERS
The Company's Articles of Incorporation generally provide for
indemnification of each director and officer absent such individual's willful
negligence or willful misconduct. This right is in addition to and not in
limitation of all other rights to which the individual is entitled as a matter
of law.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or person controlling the Company,
the persons have been informed that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is therefore unenforceable.
Part F/S
The following financial statements of the Company are included in this Part F/S:
Touch-It, Inc. (predecessor company)
- Independent Auditor's Report
Consolidated Balance Sheets for the years ended December 31,
1998 and 1997.
- Consolidated Statements of Operations for the years ended
December 31, 1998 and 1997
- Consolidated Statement of Stockholders' Equity from January 1,
1997 to December 31, 1998
- Consolidated Statements of Cash Flows for the years ended
December 31, 1998 and 1997
Notes to Consolidated Financial Statements
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Global Cyber Sports.Com, Inc. (formerly known as Touch-It, Inc.)
- Consolidated Balance Sheet for the year ended December 31, 1999
- Consolidated Statement of Operations for the year ended December
31, 1999
- Consolidated Statement of Stockholder's Equity from January 1,
1999 to December 31, 1999
- Consolidated Statements of Cash Flow for the year ended December
31, 1999
Notes to Consolidated Financial Statements.
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PART III
See the attached Exhibit Index.
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SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934,
the registrant caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized.
March 2, 2000
GLOBAL CYBER SPORTS.COM, INC.
By: /s/ ANTHONY BROUGHTON
----------------------------
Anthony Broughton, President
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
2.1 Plan and Agreement of Merger of Starplan Technologies, Ltd. with
and into Touch-It, Inc. under the name of Touch-It, Inc., dated
February 26, 1999
2.2 Articles of Merger of Starplan Technologies, Ltd., into
Touch-It, Inc.
2.3 Sale of certain assets and liabilities by Global Cyber
Sports.Com, Inc. to Touch-It Nevada, Inc., dated June 10, 1999
3.1 Articles of Incorporation of Touch-It, Inc. (now known as Global
Cyber Sports.Com, Inc.), dated, April 15, 1992
3.2 Articles of Amendment to the Articles of Incorporation of
Touch-It, Inc. dated September 7, 1994
3.3 Articles of Amendment to the Articles of Incorporation,
Amendment to Article 1, dated February 26, 1999
3.4 Articles of Amendment to the Articles of Incorporation,
Amendment to Article V, dated February 26, 1999
3.5 By-laws
4.1 Specimen common stock certificate
10.1 Agreements dated March 29, 1999 between GlobalCyberSports.Com,
Inc. And TSS&P, Inc.
99.1 Agreement between dezignCom Technology Ltd., Bournemouth,
England and the Bloom family, dated November 9, 1999.
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JANET LOSS, C.P.A., P.C.
CERTIFIED PUBLIC ACCOUNTANT
3525 S. TAMARAC DRIVE, SUITE 120
DENVER, COLORADO 80237
Board of Directors
Touch-It, Inc.
I have audited the accompanying balance sheets of Touch-It, Inc. as of December
31, 1998 and 1997, and the related statements of operations, stockholders'
equity (deficit) and cash flows for the years ended December 31, 1998 and 1997.
These financial statements are the responsibility of the Company's management.
My responsibility is to express an opinion on these financial statements based
on my audits.
I conducted my audits in accordance with generally accepted auditing standards.
Those standards require that I plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
I believe that my audits provide a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Touch-It, Inc. as of December
31, 1998 and 1997, and the results of its operations and its cash flows for the
years ended December 31, 1998 and 1997.
/s/ JANET LOSS, C.P.A., P.C.
Janet Loss, C.P.A., P.C.
May 10, 1999
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TOUCH-IT, INC.
BALANCE SHEETS
DECEMBER 31, 1998 AND 1997
<TABLE>
<CAPTION>
1998 1999
---- ----
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Accounts Receivable, trade $ 4,371 $ 5,353
Inventory, at cost 56,204 89,600
------------------- -------------------
TOTAL CURRENT ASSETS 60,575 94,953
------------------- -------------------
PROPERTY, PLANT & EQUIPMENT
at cost, net of depreciation 20,286 25,286
------------------- -------------------
TOTAL ASSETS $ 80,861 $ 120,239
=================== ===================
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
CURRENT LIABILITIES:
Accounts Payable 271,864 204,257
Contracts Payable, Equipment 11,063 11,063
Accrued Interest 16,586 8,766
Notes Payable, Current Portion 225,254 225,254
------------------- -------------------
TOTAL CURRENT LIABILITIES 524,767 449,340
------------------- -------------------
LONG-TERM LIABILITIES:
Notes Payable, Long-Term Portion
Loans Due to Investors 65,535 67,756
------------------- -------------------
65,535 67,756
------------------- -------------------
STOCKHOLDERS' (DEFICIT):
Common Stock, no par value,
15,000,000 shares authorized,
and 1,687,332 and 1,000,000 shares
issued and outstanding 812,882 689,575
Contributed Capital 169,714 223,882
(Deficit) (1,492,037) (1,310,314)
------------------- -------------------
TOTAL STOCKHOLDERS' (DEFICIT) (509,441) (396,857)
------------------- -------------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY (DEFICIT) $ 80,861 $ 120,239
=================== ===================
</TABLE>
The accompanying notes are an integral part of the financial statements
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TOUCH-IT, INC.
STATEMENTS OF OPERATION
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
<TABLE>
<CAPTION>
1998 1997
<S> <C> <C>
REVENUES:
Sales, Paper Products $ 56,076 $ 38,524
Sales, Kool-Kups 1,300 35,750
------------------- -------------------
Total Sales, All Products 57,376 74,274
Less:
Sales Returns - -
------------------- -------------------
Discounts Allowed - -
------------------- -------------------
Total Returns and Discounts - -
------------------- -------------------
NET SALES 57,376 74,274
------------------- -------------------
COSTS OF GOODS SOLD:
Parchment, materiels and supplies 50,720 38,559
Kool Kups, materiels & supplies 1,100 39,726
Freight Out 2,519 9,156
Outside Consulting 28,487 12,591
------------------- -------------------
TOTAL COSTS OF GOODS SOLD 82,826 100,032
------------------- -------------------
GROSS PROFIT (LOSS) (25,450) (25,758)
------------------- -------------------
SELLING EXPENSES:
Advertising and Promotion 62,039 8,837
Trade Shows 1,200 -
------------------- -------------------
TOTAL SELLING EXPENSES 63,239 8,837
------------------- -------------------
GENERAL AND ADMINISTRATIVE EXPENSES:
Accounting and Legal 465 7,715
Bank Charges 989 1,388
Clerical Help - 3,575
Depreciation Expense 5,000 5,000
Interest Expense 7,820 9,535
Internet Expense - 880
Insurance Expense 185 1,181
Miscellaneous Expenses 825 921
Office Supplies and Expense 5,150 911
Postal Expenses 820 1,366
Public Offering Expenses 33,005 21,500
Rent Expense - 4,415
Repairs and Maintenance 240 126
State Taxes - 206
Telephone Expenses 9,791 8,545
Travel Expenses 28,149 37,186
Utilities 595 -
------------------- -------------------
TOTAL GENERAL AND
ADMINISTRATIVE EXPENSES 93,034 104,450
------------------- -------------------
NET (LOSS) (181,723) (139,045)
=================== ===================
NET (LOSS) PER SHARE $ (0.14) $ (0.14)
=================== ===================
WEIGHTED AVERAGE NUMBER
OF COMMON SHARES OUTSTANDING 1,343,666 1,000,000
=================== ===================
</TABLE>
The accompanying notes are an integral part of the financial statements
3
<PAGE> 20
TOUCH-IT, INC.
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
For The Years Ended December 3l, 1998 and 1997
<TABLE>
<CAPTION>
COMMON COMMON TOTAL
STOCK STOCK CONTRIBUTED STOCKHOLDERS'
SHARES AMOUNT CAPITAL (DEFICIT) DEFICIT
-------- -------- ------------- ----------- ---------------
<S> <C> <C> <C> <C> <C>
Balance
1-Jan-97 1,000,000 $ 689,575 $ 68,777 $ (1,171,269) $ (412,917)
Additional Capital
contributed by
Stockholders 155,105 - 155,105
Net (toss) for the
year ended
31 -Dec-97 - - - (139,045) (139,045)
--------------------------------------------------------------------------------
Balance
1-Jan-98 1,000,000 $ 689,575 $223,882 ($1,310,314) ($396,857)
Additional Capital
contributed by
Stockholders 69,139 69,139
Shares issued
Stockholders for
capital contributions (687,332) 123,307 (123,307)
Net Income (loss)
for the year ended
31-Dec-98 - - - (181,723) (181,723)
--------------------------------------------------------------------------------
Balance
31-Dec-98 1,687,332 $812,882 $169,714 ($1,492,037) ($509,441)
================================================================================
</TABLE>
The accompanying notes are an integral part of the financial statements
4
<PAGE> 21
TOUCH-IT, INC.
STATEMENTS OF CASH FLOWS
For The Years Ended December 3l, 1998 and 1997
<TABLE>
<CAPTION>
1998 1997
-------------- --------------
<S> <C> <C>
CASH FLOWS FROM (TO) OPERATING ACTIVITIES:
Net (Loss) $ (181,723) $ (139,045)
Depreciation 5,000 5,000
Changes in
Other current assets 34,378 (1,452)
Current liabilities 75,427 218,779
Increase (Decrease) in
long-term liabilities (2,221) (243,416)
-------------- --------------
CASH PROVIDED (USED) IN
OPERATING ACTIVITIES (69,139) (160,134)
-------------- --------------
CASH FLOWS FROM (TO) INVESTING ACTIVITIES:
Deposits - 750
Purchase of fixed assets - -
-------------- --------------
CASH (USED) IN INVESTING ACTIVITIES - 750
-------------- --------------
CASH FLOWS FROM (TO) FINANCING ACTIVITIES:
Increase (Decrease)
in Capital Stock
123,307 -
Increase (Decrease)
in Contributed Capital (54,168) 155,105
-------------- --------------
CASH PROVIDED BY FINANCING ACTIVITIES 69,139 155,105
-------------- --------------
NET INCREASE (DECREASE) IN CASH - (4,279)
CASH, BEGINNING OF YEAR $ - $ 4,279
-------------- --------------
CASH, END OF YEAR $ - $ -
============== ==============
</TABLE>
The accompanying notes are an integral part of the financial statements.
5
<PAGE> 22
TOUCH-IT, INC.,
NOTES TO FINANCIAL STATEMENTS
NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Touch-It, Inc., (the Company) was incorporated in Utah on April 15, 1992 for the
purpose of manufacturing and marketing paper products that have been treated
with thermochromic inks and dyes. This process creates paper products that
change color upon touch.
Accounting Method
The Company records income and expenses on the accrual method.
Year-end
The Company has elected to have a fiscal year ended December 31st.
Inventory
Inventory, consisting of imprinted paper stock, work in process and
finished goods, is recorded at the lower of cost or market value. The
Company's Inventory at each year-end is as follows:
<TABLE>
<CAPTION>
12/31/98 12/31/97
-------- --------
<S> <C> <C>
Raw Material $11,500 $18,500
Work in Process $33,000 $56,000
Finished Goods $11,704 $15,100
------- -------
Total $56,204 $89,600
------- -------
</TABLE>
Public Offering Costs
The costs incurred in connection with its public offering have been charged
to operations as incurred.
Use of Estimates
The preparation of financial statements in accordance with generally
accepted accounting Principles requires management to make estimates and
assumptions that effect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements, as well as revenues and expenses reported for the
periods presented. The company regularly assesses these estimates and,
while actual results may differ, management believes that the estimates are
reasonable.
Change in Company's Location
The Company moved its operations to Indiana in 1997 and closed its office
and operations in Utah.
6
<PAGE> 23
TOUCH-IT, INC.,
NOTES TO FINANCIAL STATEMENTS
NOTE 2- GOING CONCERN
The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplate continuation of the
Company as a going concern.
The Company's ability to continue as a going concern is dependent on obtaining
sufficient additional financing through a public offering. (See Note 7.)
NOTE 3-INCOME TAXES
As of December 31, 1998, the Company had a net operating loss carryforward for
income tax purposes of approximately $1,492,037 to offset future taxable
income. However, the Company's ability to utilize such losses to offset future
taxable income is subject to various limitations imposed by the rules and
regulations of the Internal Revenue Service.
NOTE 4- RELATED PARTY TRANSACTIONS
The Company pays travel expenses for the Company's officers for required sales
and marketing activities. Certain Stockholders have advanced the Company,
either as loans or as Contributed Capital, funds to enable the Company to meet
its working capital needs. Additionally, the Company has paid a stockholder
consulting fees of $25,487 and $12,591 in 1998 and 1997, respectively. The
Company has been provided an office on a rent-free basis by a major stockholder
of the Company for 1997 and 1998. Also, in 1999, the Company will be provided
office space at no charge.
NOTE 5- NOTES PAYABLE CURRENT PORTION
Notes Payable-Current includes $157,740 payable to James River Paper
Corporation, which is in dispute. Management states that James River Paper
Corporation will settle for a substantially reduced amount. The note was due in
December 1998.
The remaining notes payable to two other creditors ($67,514) were due in
October and December 1997. The Company is in arrears on payments due under these
notes.
NOTE 6- CONTRACT AGREEMENTS
The Company has purchased a copier and fax for $12,600. The Company has agreed
to make payments of $436.24 commencing May 4, 1997 for 36 months.
On June 15, 1995, the Company purchased computers for $6,990.00 and has agreed
to pay $253.00 per month for 36 months.
Currently, the Company is in default on the above agreements.
7
<PAGE> 24
TOUCH-IT, INC.,
NOTES TO FINANCIAL STATEMENTS
NOTE 7- Y2K Compliance
The Company's computer systems are Y2K compliant.
NOTE 8- SUBSEQUENT EVENTS
Effective February 26, 1999, Starplan Technologies, Ltd., Inc., a Foreign
corporation, was merged with and into Touch-It, Inc., the surviving Corporation
in a non-taxable transaction. Touch-It, Inc changed its name to Global Cyber
Sports.Com, Inc. and formed a subsidiary company named Touch-It, Inc.
In exchange for the shares of Starplan Technologies, Ltd. and $1,000, the
shareholders of Starplan Technologies, Ltd. received 26,320,000 no par common
shares of Global Cyber Sports.Com, Inc. This distribution was made on the basis
of one share of Global Cyber Sports.Com, Inc. for each share of Starplan
Technologies, Ltd. The former shareholders of Touch-It, Inc. received 1,687,332
shares of Global Cyber Sports.Com, Inc. The distribution was made on the basis
of one share of Global Cyber Sport.Com, Inc. for each share of Touch-It, Inc.
Approximately 50% of the shares received by the former shareholders of Starplan
Technologies, Ltd. will be used in a public offering to raise operating funds.
8
<PAGE> 25
GLOBAL CYBER SPORTS.COM, INC.
(FORMERLY KNOWN AS TOUCH-IT, INC.)
AUDIT REPORT
DECEMBER 31, 1999
JANET LOSS, C.P.A., P.C.
CERTIFIED PUBLIC ACCOUNTANT
1777 S. HARRISON STREET, SUITE 2100
DENVER, COLORADO 80210
<PAGE> 26
GLOBAL CYBER SPORTS.COM, INC.
(FORMERLY KNOWN AS TOUCH-IT, INC.)
INDEX TO FINANCIAL STATEMENTS
TABLE OF CONTENTS
<TABLE>
<CAPTION>
ITEM PAGE
<S> <C>
Report of Certified Public Accountant..................... 1
Balance Sheet, December 31, 1999 ......................... 2
Statement of Operations, for the
Year Ended December 31, 1999.............................. 3
Statement of Stockholders' Equity (Deficit),
For the Year Ended December 31, 1999...................... 4
Statement of Cash Flows
For the Year Ended December 31, 1999 ..................... 5
Notes to Financial Statements............................ 6-8
</TABLE>
<PAGE> 27
JANET LOSS, C.P.A., P.C.
CERTIFIED PUBLIC ACCOUNTANT
1777 S. HARRISON STREET, SUITE 2100
DENVER, COLORADO 80210
(303) 782-0878
Board of Directors
Global Cyber Sports.Com, Inc.
(Formerly Known as Touch-It, Inc.)
3110 Fairview Park Drive, Suite 1400
P. O. Box 12001
Falls Church, Virginia 22042
I have audited the accompanying Balance Sheet of Global Cyber Sports.Com, Inc.
(Formerly Known as Touch-It, Inc.) as of December 31, 1999 and the related
Statements of Operations, Stockholders' Equity (Deficit), and Cash Flows for the
year ended December 31, 1999. These financial statements are the responsibility
of the Company's management. My responsibility is to express an opinion on the
financial statements based on my audit.
I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that I plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining on the test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentations.
I believe that my audits provide a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Global Cyber Sports.Com, Inc.
(Formerly Known as Touch-It, Inc.) as of December 31, 1999, and its cash flows
for the year ended December 31, 1999.
Janet Loss, C.P.A., P.C.
<PAGE> 28
February 25, 2000
1
GLOBAL CYBER SPORTS.COM, INC.
(FORMERLY KNOWN AS TOUCH-IT, INC.)
BALANCE SHEET
DECEMBER 31, 1999
<TABLE>
<CAPTION>
ASSETS
CURRENT ASSETS:
<S> <C> <C>
Goodwill (Note V) $ 1,933,057
-----------
TOTAL ASSETS $ 1,933,057
===========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Overdraft $ 2,281
Accounts Payable 16,261
------------
TOTAL CURRENT LIABILITIES $ 18,542
STOCKHOLDERS' EQUITY:
Common stock, no par
Value, 100,000,000 shares
Authorized, and 28,007,332 shares
Issued and outstanding $ 2,000,319
Contributed Capital 1,000
Deficit (86,804)
-------------
Total Stockholders' Equity (Deficit) 1,914,515
-----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY (DEFICIT) $ 1,933,057
===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
2
<PAGE> 29
GLOBAL CYBER SPORTS.COM, INC.
(FORMERLY KNOWN AS TOUCH-IT, INC.)
STATEMENT OF OPERATIONS
For the Year Ended December 31, 1999
<TABLE>
<CAPTION>
REVENUES:
<S> <C>
Sales $ 9,445
-----------
COST OF GOODS SOLD:
Materials 4,722
Freight Expense 739
-----------
TOTAL COST OF GOODS SOLD 5,461
-----------
GROSS PROFIT 3,984
-----------
GENERAL AND ADMINISTRATIVE EXPENSES:
Advertising and Promotion $ 219
Auto Expenses 198
Bank Charges 2,139
Consulting Expenses 10,850
Depreciation Expenses 1,667
Filing and Transfer Fees 8,584
Investors' Relationships 2,234
Office Supplies and Expenses 2,738
Postal Expenses 2,328
Professional Services 19,398
Press Releases 2,500
Rent Expense 6,693
Telephone Expenses 15,002
Travel and Entertainment 29,730
-----------
TOTAL GENERAL AND ADMINISTRATIVE EXPENSES $ 104,280
===========
NET (LOSS) BEFORE OTHER INCOME AND EXPENSES (100,296)
-----------
OTHER INCOME AND EXPENSES:
Gain on Divestiture of subsidiary 39,781
Merger and Acquisition Costs (23,930)
Interest Expense (2,359)
-----------
TOTAL OTHER INCOME AND (EXPENSES) 13,492
-----------
NET INCOME (LOSS) $ (86,804)
===========
NET (LOSS) PER SHARE $ (0.0037)
===========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 23,620,665
===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
3
<PAGE> 30
GLOBAL CYBER SPORTS.COM, INC.
(FORMERLY KNOWN AS TOUCH-IT, INC.)
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
For the Year Ended December 31, 1999
<TABLE>
<CAPTION>
Common Total
Stock Common Stock Contributed Stockholders'
Shares Amount Capital (Deficit) (Deficit)
----------------- ------------------ ---------------- ---------------- ---------------------
<S> <C> <C> <C> <C> <C>
Balance
January 1, 1999
1,687,332 $ 812,882 $ 169,714 $(1,492,037) $(509,441)
February 26, 1999
Merger with
Starplan
Technologies, Ltd.-
Shares issued for 0
cash 885,050 67,262 1000 68,262
Shares issued for
goodwill (Note V) 25,434,950 1,933,057 0 0 1,933,058
Additional Funds
contributed
January 1, 1999
thru April 30,
1999 0 0 30,314 0 30,314
June 10, 1999
Divestiture of
assets and
liabilities that
Touch-It, Inc.
had prior to the
February 12, 1999 0 (812,882) (200,028) 1,492,037 479,127
merger.
Net (Loss) for
the year ended
December 31, 1999 0 0 0 (86,804) (86,804)
----------- ---------- ----------- ----------- ----------
Balance December
31, 1999 28,007,332 $2,000,319 $ 1,000 $ (86,804) $1,914,515
=========== ========== =========== =========== ==========
</TABLE>
The accompanying notes are an integral part of the financial statements.
4
<PAGE> 31
GLOBAL CYPER SPORTS.COM, INC.
(FORMERLY KNOWN AS TOUCH-IT, INC.)
STATEMENT OF CASH FLOWS
For the Year Ended December 31, 1999
<TABLE>
<CAPTION>
CASH FLOWS FROM (TO) OPERATING
ACTIVITIES:
<S> <C>
Net Income (Loss) $ (86,804)
Depreciation 1,667
Increase in Current Assets (1,872,482)
Decrease in Current Liabilities (506,225)
Decrease in Loans Due to Investors (65,535)
-----------
CASH (USED) IN OPERATING ACTIVITIES (2,529,379)
CASH FLOWS FROM (TO) INVESTING ACTIVITIES:
Decrease in Fixed Assets 18,619
-----------
CASH PROVIDED IN INVESTING ACTIVITIES 18,619
-----------
CASH FLOWS FROM (TO) FINANCING ACTIVITIES:
Increase in Capital Stock
Due to Merger 2,001,319
Additional Funds in Contributed
Capital 30,314
Increase in Capital Due to June
12, 1999 Divestiture of Touch-It, Inc. 479,127
-----------
CASH PROVIDED BY FINANCING ACTIVITIES 2,510,760
CASH, BEGINNING OF PERIOD 0
-----------
CASH, END OF PERIOD $ 0
===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
5
<PAGE> 32
GLOBAL CYBER SPORTS.COM, INC.
(FORMERLY KNOWN AS TOUCH-IT, INC.)
NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Touch-It, Inc. (the Company) was incorporated in Utah on April 15, 1992 for the
purpose of manufacturing and marketing paper products that have been treated
with thermochromic inks and dyes. This process creates paper products that
change color upon touch.
On February 26, 1999 the Company entered into a merger agreement with Starplan
Technologies, Ltd. (A Foreign Company). The surviving Corporation will carry on
business with the assets of Starplan Technologies, Ltd. As well as with the
assets of Touch-it, Inc.
In exchange for the shares of Starplan Technologies, Ltd. And $1,000, the
shareholders of Starplan Technologies, Ltd. Received 26,320,000 no par common
shares of Global Cyber Sports.Com, Inc. for each share of Starplan Technologies,
Ltd. The former shareholders of Touch-It, Inc. received 1,687,332 shares of
Global Cyber Sports.Com, Inc. The contribution was made on the basis of one
share of Global Cyber Sports.Com, Inc. for each share of Touch-It, Inc. The
acquisition was a reverse acquisition and was recorded under the Purchase method
of accounting.
The surviving corporation then changed its name to Global Cyber Sports.Com, Inc.
and formed a subsidiary company named Touch-It, Inc. The business purpose of the
new Company is for online E-commerce, with emphasis on propriety sports oriented
content and merchandising of product directly to internet sporting news industry
leaders, as well as its own high traffic web sites.
The new surviving Corporation assumed all of the assets and liabilities of the
merging companies in the same manner as if the surviving Corporation had itself
incurred them. All rights of creditors and all liens on the property of each
constituent corporation shall be preserved unimpaired, limited in lien to the
property affected by the liens immediately prior to the merger.
Accounting Method
The Company records income and expense on the accrual method.
Cash and Cash Equivalents
Cash and cash equivalents includes cash on hand, cash on deposit, and highly
liquid investments with maturities generally of three months or less. At
December 31, 1999, there were no cash equivalents.
Year-end
The Company has elected to have a fiscal year ended December 31.
6
<PAGE> 33
GLOBAL CYBER SPORTS.COM, INC.
(FORMERLY KNOWN AS TOUCH-IT, INC.)
Public Offering Costs
The costs incurred in connection with its public offering have been charged
to operations as incurred.
Use of Estimates
The preparation of financial statements in accordance with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities at
the date of the financial statements, as well as revenues and expenses
reported for the periods presented. The Company regularly assesses these
estimates and, while actual results may differ, management believes that the
estimates are reasonable.
NOTE II - GOING CONCERN
The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplate continuation of the
Company as a going concern.
The Company's ability to continue as a going concern is dependent on obtaining
sufficient additional financing. The activity of the Company was in the inactive
stage for the last six months of 1999.
NOTE III - DIVESTITURE OF SUBSIDIARY
On June 10, 1999 the Company signed an agreement for the divestiture of its
subsidiary, Touch-It, Inc. Therefore, all assets and liabilities which the
Company acquired by the merger in February of 1999 was divested to Touch-It
Nevada, Inc. for $100.
NOTE IV - CONTINGENT LIABILITY
The Company has ascertained that the Company would not be liable for any
liabilities transferred to Touch-It Nevada, Inc. if for any reason these
liabilities were not paid by Touch-It Nevada, Inc.
7
<PAGE> 34
GLOBAL CYBER SPORTS.COM, INC.
(FORMERLY KNOWN AS TOUCH-IT, INC.)
NOTE V - GOODWILL - $1,933,057
Stock was issued for goodwill shortly after the merger the Company acquired the
distribution right to:
1) The Ferrari merchandise for the North American retail market (USA and
Canada) and the internet, with the exception of apparel distribution to
Ferrari car dealerships.
2) Licensed Formula I approved for the North American retail market (USA and
Canada) and the internet.
The Company's website is listed as follows:
GLOBALCYBERSPORTS.COM,INC
8
<PAGE> 1
PLAN AND AGREEMENT
OF MERGER OF
STARPLAN TECHNOLOGIES, LTD.
WITH AND INTO TOUCH-IT, INC.
UNDER THE NAME OF TOUCH-IT, INC.
This is a Plan and Agreement of Merger (Agreement) between STARPLAN
TECHNOLOGIES, LTD., a foreign corporation (the "Merging Corporation"), and
TOUCH-IT, INC., a Utah corporation (the "Surviving Corporation").
ARTICLE 1. PLAN OF MERGER
PLAN ADOPTED
1.01. A plan of merger of STARPLAN TECHNOLOGIES, LTD. and TOUCH-IT, INC.,
pursuant to the Utah Statutes, is adopted as follows:
(a) STARPLAN TECHNOLOGIES, LTD. shall be merged with and into TOUCH-IT,
INC., to exist and be governed by the laws of the State of Utah.
(b) The name of the Surviving Corporation shall be TOUCH-IT, INC. which
shall then be changed to GLOBAL CYBER SPORTS.COM, INC. with a subsidiary company
formed named TOUCH-IT, INC.
(c) When this agreement shall become effective, the separate corporate
existence of STARPLAN TECHNOLOGIES, LTD.. shall cease, and the Surviving
Corporation shall succeed, without other transfer, to all the rights and
property of STARPLAN TECHNOLOGIES, LTD.. and shall be subject to all the debts
and liabilities of the Merging Corporation in the same manner as if the
Surviving Corporation had itself incurred them. All rights of creditors and all
liens on the property of each constituent corporation shall be preserved
unimpaired, limited in lien to the property affected by the liens immediately
prior to the merger.
(d) The Surviving Corporation will carry on business with the assets of
STARPLAN TECHNOLOGIES, LTD., as well as with the assets of TOUCH-IT, INC.
(e) The shareholders of STARPLAN TECHNOLOGIES, LTD.. will surrender all of
their shares in the manner hereinafter set forth.
(f) STARPLAN TECHNOLOGIES, LTD.. shall pay to TOUCH-IT, INC. $1,000.
(g) In exchange for the shares of STARPLAN TECHNOLOGIES, LTD.. surrendered
by its shareholders, and $1,000 the Surviving Corporation will issue and
transfer to these shareholders, on the basis set forth in Article 4 below,
shares of its common stock.
Page 1 of 12
<PAGE> 2
(h) The shareholders of TOUCH-IT, INC. will retain their shares as shares
of the Surviving Corporation, all existing lock up agreements shall remain in
full force and effect.
(i) The Articles of Incorporation of TOUCH-IT, INC., as existing on the
effective date of the merger, shall continue in full force as the Articles of
Incorporation of the Surviving Corporation until altered, amended, or repealed
as provided in the Articles or as provided by law.
EFFECTIVE DATE
1.02. The effective date of the merger ("Effective Date") shall be February
26, 1999.
ARTICLE 2.
REPRESENTATIONS AND WARRANTIES OF CONSTITUENT CORPORATIONS
NONSURVIVOR
2.01. As a material inducement to the Surviving Corporation to execute this
Agreement and perform its obligations under this Agreement, STARPLAN
TECHNOLOGIES, LTD.. represents and warrants to the Surviving Corporation as
follows:
(a) STARPLAN TECHNOLOGIES, LTD.. is a corporation duly organized, validly
existing, and in good standing under the laws of the Country of Ireland, with
corporate power and authority to own property and carry on its business as it is
now being conducted. STARPLAN TECHNOLOGIES, LTD. is not required to be qualified
as a foreign corporation to transact business in any other jurisdiction].
(b) STARPLAN TECHNOLOGIES, LTD.. has an authorized capitalization of pound
sterling 100 consisting of one hundred shares of common stock, each of no par
value, of which ONE HUNDRED (100) shares are validly issued and outstanding,
fully paid, and nonassessable on the date of this Agreement.
(c) STARPLAN TECHNOLOGIES, LTD.. has furnished the Surviving Corporation
with an interim unaudited balance sheet (the Balance Sheet) as of December 31,
1998 (the Balance Sheet Date) and the related statement of income for the
twelve-month period then ended. These financial statements (i) are in accordance
with the books and records of STARPLAN TECHNOLOGIES, LTD.; (ii) fairly present
the financial condition of STARPLAN TECHNOLOGIES, LTD. as of those dates and the
results of its operations as of and for the periods specified, all prepared in
accordance with generally accepted accounting principles applied on a basis
consistent with prior accounting periods; and (iii) contain and reflect, in
accordance with generally accepted accounting principles consistently applied,
reserves for all liabilities, losses, and costs in excess of expected receipts
and all discounts and refunds for services and products already rendered or sold
that are reasonably anticipated and based on events or
Page 2 of 12
<PAGE> 3
circumstances in existence or likely to occur in the future with respect to any
of the contracts or commitments of STARPLAN TECHNOLOGIES, LTD. Specifically, but
not by way of limitation, the Balance Sheet discloses, in accordance with
generally accepted accounting principles, all of the debts, liabilities, and
obligations of any nature (whether absolute, accrued, contingent, or otherwise,
and whether due or to become due) of STARPLAN TECHNOLOGIES, LTD. at the Balance
Sheet Date, and includes appropriate reserves for all taxes and other
liabilities accrued or due at that date but not yet payable.
(d) All required foreign, federal, state, and local tax returns, if
applicable, of STARPLAN TECHNOLOGIES, LTD. have been accurately prepared and
duly and timely filed, and all federal, state, and local taxes required to be
paid with respect to the periods covered by the returns have been paid. STARPLAN
TECHNOLOGIES, LTD. has not been delinquent in the payment of any tax or
assessment.
SURVIVOR
2.02. As a material inducement to STARPLAN TECHNOLOGIES, LTD.. to execute
this Agreement and perform its obligations under this Agreement, TOUCH-IT, INC..
represents and warrants to STARPLAN TECHNOLOGIES, LTD.. as follows:
(a) TOUCH-IT, INC. is a corporation duly organized, validly existing, and
in good standing under the laws of the State of Utah, with corporate power and
authority to own property and carry on its business as it is now being
conducted. TOUCH-IT, INC. is not required to be qualified as a foreign
corporation to transact business in any other jurisdiction. A copy of the
Articles of Incorporation and Bylaws of TOUCH-IT, INC. are attached hereto as
Exhibit "A".
(b) TOUCH-IT, INC. has an authorized capitalization of 15,000,000
consisting of FIFTEEN MILLION (15,000,000) shares of common stock, each of no
par value, of which ONE MILLION SIX HUNDRED AND EIGHTY SEVEN THOUSAND THREE
HUNDRED AND THIRTY TWO (1,687,332) shares are validly issued and outstanding,
fully paid, and nonassessable on the date of this Agreement. TOUCH-IT, INC.
shall increase it's authorized shares of stock to ONE HUNDRED MILLION
(100,000,000) shares of common stock, each of no par value.
SECURITIES LAW
2.03. The parties will mutually arrange for and manage all necessary
procedures under the requirements of both applicable federal and State
securities laws and the related supervisory commissions to the end that this
plan is properly processed to comply with registration formalities.
Page 3 of 12
<PAGE> 4
ARTICLE 3.
COVENANTS, ACTIONS, AND OBLIGATIONS
PRIOR TO THE EFFECTIVE DATE
INTERIM CONDUCT OF BUSINESS; LIMITATIONS
3.01. Except as limited by this Paragraph 3.01, pending consummation of the
merger, each of the constituent corporations will carry on its business in
substantially the same manner as before and will use its best efforts to
maintain its business organization intact, to retain its present employees, and
to maintain its relationships with suppliers and other business contacts.
A. Except with the prior consent in writing of TOUCH-IT, INC., pending
consummation of the merger, STARPLAN TECHNOLOGIES, LTD.. shall not:
(a) Declare or pay any dividend or make any other distribution on its
shares.
(b) Create or issue any indebtedness for borrowed money.
(c) Enter into any transaction other than those involved in carrying on its
ordinary course of business.
B. Except with the prior consent in writing of STARPLAN TECHNOLOGIES,
LTD. pending consummation of the merger, TOUCH-IT, INC., shall not:
(a) Declare or pay any dividend or make any other distribution on its
shares.
(b) Create or issue any indebtedness for borrowed money.
(c) Enter into any transaction other than those involved in carrying on its
ordinary course of business.
SUBMISSION TO SHAREHOLDERS
3.02. This Agreement shall be submitted separately to the shareholders of
the constituent corporations in the manner provided by the laws of their
respective jurisdictions for approval.
CONDITIONS PRECEDENT TO OBLIGATIONS
OF STARPLAN TECHNOLOGIES, LTD..
3.03. Except as may be expressly waived in writing by STARPLAN
TECHNOLOGIES, LTD., all of the obligations of STARPLAN TECHNOLOGIES, LTD. under
this Agreement are subject to the satisfaction, prior to or on the Effective
Date, of each of the following conditions by TOUCH-IT, INC.:
Page 4 of 12
<PAGE> 5
(a) The representations and warranties made by TOUCH-IT, INC. to STARPLAN
TECHNOLOGIES, LTD. in Article 2 of this Agreement and in any document delivered
pursuant to this Agreement shall be deemed to have been made again on the
Effective Date and shall then be true and correct in all material respects. If
TOUCH-IT, INC. shall have discovered any material error, misstatement, or
omission in those representations and warranties on or before the Effective
Date, it shall report that discovery immediately to STARPLAN TECHNOLOGIES, LTD.
and shall either correct the error, misstatement, or omission or obtain a
written waiver from STARPLAN TECHNOLOGIES, LTD.
(b) TOUCH-IT, INC. shall have performed and complied with all agreements
and conditions required by this Agreement to be performed and complied with by
it prior to or on the Effective Date.
(c) No action or proceeding by any governmental body or agency shall have
been threatened, asserted, or instituted to restrain or prohibit the carrying
out of the transactions contemplated by this Agreement.
(d) All corporate and other proceedings and action taken in connection with
the transactions contemplated by this Agreement and all certificates, opinions,
agreements, instruments, and documents shall be satisfactory in form and
substance to counsel for STARPLAN TECHNOLOGIES, LTD.
CONDITIONS PRECEDENT TO OBLIGATIONS OF
TOUCH-IT, INC.
3.04. Except as may be expressly waived in writing by TOUCH-IT, INC., all
of the obligations of TOUCH-IT, INC. under this Agreement are subject to the
satisfaction, prior to or on the Effective Date, of each of the following
conditions by STARPLAN TECHNOLOGIES, LTD.:
(a) The representations and warranties made by STARPLAN TECHNOLOGIES, LTD.
to TOUCH-IT, INC. in Article 2 of this Agreement and in any document delivered
pursuant to this Agreement shall be deemed to have been made again on the
Effective Date and shall then be true and correct. If STARPLAN TECHNOLOGIES,
LTD. shall have discovered any material error, misstatement, or omission in
those representations and warranties on or before the Effective Date, it shall
report that discovery immediately to TOUCH-IT, INC. and shall either correct the
error, misstatement, or omission or obtain a written waiver from TOUCH-IT, INC..
(b) STARPLAN TECHNOLOGIES, LTD. shall have performed and complied with all
agreements or conditions required by this Agreement to be performed and complied
with by it prior to or on the Effective Date.
Page 5 of 12
<PAGE> 6
(c) No action or proceeding by any governmental body or agency shall have
been threatened, asserted, or instituted to restrain or prohibit the carrying
out of the transactions contemplated by this Agreement.
ARTICLE 4.
MANNER OF CONVERTING SHARES
MANNER
4.01. The holders of shares of STARPLAN TECHNOLOGIES, LTD. shall surrender
their shares to Deborah K. Hausman, the Secretary of the Surviving Corporation
promptly after the Effective Date, in exchange for shares of the Surviving
Corporation to which they are entitled under this Article 4.
BASIS
4.02. (a) The shareholders of STARPLAN TECHNOLOGIES, LTD. shall be entitled
to receive twenty-six million three hundred and twenty thousand (26,320,000)
shares of common stock of the Surviving Corporation, each of no par value, being
ninety four (94%) percent of the total outstanding common stock of the surviving
corporation, to be distributed on the basis of one share for each share of
common stock of STARPLAN TECHNOLOGIES, LTD. It is agreed and understood that
approximately fifty (50%) percent of the common stock received by STARPLAN
TECHNOLOGIES, LTD. shall be used in the 504D offering to raise operating funds.
(b) No fractional shares of common stock of STARPLAN TECHNOLOGIES, LTD.
shall be issued, but each shareholder entitled to a fractional share shall
receive a scrip certificate, expiring as of June 30, 1999, in a form prescribed
by the Directors of TOUCH-IT, INC., evidencing the right to a fractional share,
and full shares shall be issued in exchange for the surrender of scrip
certificates aggregating a full share or shares. The Surviving Corporation shall
enter into an agreement with a named trustee and will issue to the trustee a
stock certificate covering the aggregate of the fractional shares represented by
the transferable scrip certificates issued and outstanding. The agreement shall
provide that:
(1) During the life of the scrip certificates any individual acquiring a
sufficient amount of fractions to equal one or more whole shares may exchange
them through the trustee for stock certificates representing whole shares.
(2) After the expiration date of the scrip certificates, that portion of
stock remaining in the hands of the trustee will be disposed of under sealed
bids, following appropriate public notice or at a public auction, to the highest
bidder or in any manner prescribed by the Board of Directors of the Surviving
Corporation, but at not less than the market value on the date of sale, and the
proceeds of sale shall then be distributed pro rata to the holders of
outstanding scrip certificates.
Page 6 of 12
<PAGE> 7
SHARES OF SURVIVOR
4.03. The currently outstanding ONE MILLION SIX HUNDRED AND EIGHTY SEVEN
THOUSAND THREE HUNDRED AND THIRTY TWO (1,687,332) shares of common stock of
TOUCH-IT, INC., each of no par value, shall remain outstanding as common stock,
each of no par value, of the Surviving Corporation.
ARTICLE 5.
DIRECTORS AND OFFICERS
DIRECTORS AND OFFICERS OF SURVIVOR
5.01. (a) The present Board of Directors of TOUCH-IT, INC. shall continue
to serve as the Board of Directors of the Surviving Corporation until the next
annual meeting or until their successors have been elected and qualified.
(b) If a vacancy shall exist on the Board of Directors of the Surviving
Corporation on the Effective Date of the merger, the vacancy may be filled by
the shareholders as provided in the bylaws of the Surviving Corporation.
(c) All persons who as of the Effective Date of the merger shall be
executive or administrative officers of TOUCH-IT, INC. shall remain as officers
of the Surviving Corporation until the Board of Directors of the Surviving
Corporation shall determine otherwise. The Board of Directors of the Surviving
Corporation may elect or appoint additional officers as it deems necessary.
(d) TOUCH-IT, INC. and STARPLAN TECHNOLOGIES, LTD. hereby agree that they
shall elect a new Board of Directors prior to the effective date of the merger
which will take effect as of the merger and will set forth long term plans
regarding the management and business plan of Touch-It, Inc. a subsidiary of
GLOBAL CYBER SPORTS.COM, INC.
(e) TOUCH-IT, INC. shall have a Special Meeting of the Board of Directors
on the effective date of the merger at which meeting a new Board of Directors
shall be elected and take office.
Page 7 of 12
<PAGE> 8
ARTICLE 6. BYLAWS
BYLAWS OF SURVIVOR
6.01. The bylaws of TOUCH-IT, INC., as existing on the Effective Date of
the merger, shall continue in full force as the bylaws of the Surviving
Corporation until altered, amended, or repealed as provided in the bylaws or as
provided by law.
ARTICLE 7.
NATURE AND SURVIVAL OF
WARRANTIES, INDEMNIFICATION, AND EXPENSES OF
STARPLAN TECHNOLOGIES, LTD.
NATURE AND SURVIVAL OF REPRESENTATIONS AND WARRANTIES
7.01. All statements contained in any memorandum, certificate, letter,
document, or other instrument delivered by or on behalf of STARPLAN
TECHNOLOGIES, LTD., TOUCH-IT, INC., or the stockholders pursuant to this
Agreement shall be deemed representations and warranties made by the respective
parties to each other under this Agreement. The covenants, representations, and
warranties of the parties and the stockholders shall survive for a period of
three years after the Effective Date. No inspection, examination, or audit made
on behalf of the parties or the stockholders shall act as a waiver of any
representation or warranty made under this Agreement.
MUTUAL INDEMNIFICATION
7.02. STARPLAN TECHNOLOGIES, LTD. and TOUCH-IT, INC. agrees:
(a) to defend, indemnify and hold harmless the other party (including its
parent, subsidiaries, officers, directors, employees and agents) against and
from any and all claims, demands, suits, penalties, fines, judgments, costs and
expenses including reasonable attorney's fees, directly or indirectly incurred
by the other party as the result of any claims by third parties arising out of
or in connection with the breach of its obligations hereunder and for any
misrepresentation or breach of any warranty made hereunder. The indemnified
party agrees to notify the indemnifying party in writing as soon as practical of
any circumstance, accident, claim or occurrence covered by the foregoing
indemnity of which the indemnified party may have knowledge and to cooperate
with the indemnifying party in the investigation and defense. The
indemnification obligations of both parties shall survive the termination of
this Agreement.
(b) Agree that the representations and warranties made by him or her shall
survive for a period of three years after the Effective Date;
Page 8 of 12
<PAGE> 9
EXPENSES
7.03. STARPLAN TECHNOLOGIES, LTD. will pay all expenses incurred by
STARPLAN TECHNOLOGIES, LTD. and/or TOUCH-IT, INC. in connection with and
arising out of this Agreement and the transactions contemplated by this
Agreement, including without limitation all fees and expenses of STARPLAN
TECHNOLOGIES, LTD.'s and/or TOUCH-IT, INC.'s counsel and accountants. If the
transactions contemplated by this Agreement are not consummated, due to the
fault of TOUCH-IT, INC. than TOUCH-IT, INC. shall be responsible for the
attorney's fees incurred in connection with the transaction. If the
transactions contemplated by this Agreement are not consummated, due to the
fault of STARPLAN TECHNOLOGIES, LTD. than STARPLAN TECHNOLOGIES, LTD. shall be
responsible for the attorney's fees incurred in connection with the
transaction. TOUCH-IT, INC. shall bear none of the expenses incurred by it in
connection with this Agreement and the transactions contemplated by this
Agreement except as set forth in this paragraph.
ARTICLE 8. TERMINATION
CIRCUMSTANCES
8.01. This Agreement may be terminated and the merger may be abandoned at
any time prior to the filing of the Articles of Merger with the Secretary of
State, notwithstanding the approval of the shareholders of either of the
constituent corporations:
(a) By mutual consent of the Board of Directors of the constituent
corporations.
(b) At the election of the Board of Directors of either constituent
corporation if:
(1) The number of shareholders of either constituent corporation, or of
both, dissenting from the merger shall be so large as to make the merger, in
the opinion of either Board of Directors, inadvisable or undesirable.
(2) Any material litigation or proceeding shall be instituted or
threatened against either constituent corporation, or any of its assets, that,
in the opinion of either Board of Directors, renders the merger inadvisable or
undesirable.
(3) Any legislation shall be enacted that, in the opinion of either
Board of Directors, renders the merger inadvisable or undesirable.
(4) Between the date of this Agreement and the Effective Date, there
shall have been, in the opinion of either Board of Directors, any materially
adverse change in the business or condition, financial or otherwise, of either
constituent corporation.
Page 9 of 12
<PAGE> 10
(c) At the election of the Board of Directors of TOUCH-IT, INC. if without
the prior consent in writing of TOUCH-IT, INC., STARPLAN TECHNOLOGIES, LTD.
shall have:
(1) Declared or paid a cash dividend on its common stock or made any
other distribution on its shares.
(2) Created or issued any indebtedness for borrowed money.
(3) Entered into any transaction other than those involved in carrying on
its business in the usual manner.
NOTICE OF AND LIABILITY ON TERMINATION
8.02. If an election is made to terminate this Agreement and abandon the
merger:
(a) The President or any Vice President of the constituent corporation
whose Board of Directors has made the election shall give immediate written
notice of the election to the other constituent corporation.
(b) On the giving of notice as provided in Subparagraph (a), this Agreement
shall terminate and the proposed merger shall be abandoned, and except for
payment of its own costs and expenses incident to this Agreement, there shall
be no liability on the part of either constituent corporation as a result of the
termination and abandonment.
ARTICLE 9.
INTERPRETATION AND ENFORCEMENT
FURTHER ASSURANCES
9.01. STARPLAN TECHNOLOGIES, LTD. agrees that from time to time, as and when
requested by the Surviving Corporation or by its successors or assigns, it will
execute and deliver or cause to be executed and delivered all deeds and other
instruments. STARPLAN TECHNOLOGIES, LTD. further agrees to take or cause to be
taken any further or other actions as the Surviving Corporation may deem
necessary or desirable to vest in, to perfect in, or to conform of record or
otherwise to the Surviving Corporation title to and possession of all the
property, rights, privileges, powers, and franchises referred to in Article 1
of this Agreement, and otherwise to carry out the intent and purposes of this
Agreement.
NOTICES
9.02. Any notice or other communication required or permitted under this
Agreement shall be properly given when deposited with the United States Postal
Service for transmittal by certified or
Page 10 of 12
<PAGE> 11
registered mail, postage prepaid, or when deposited with a public telegraph
company for transmittal, charges prepaid, addressed as follows:
(a) In the case of STARPLAN TECHNOLOGIES, LTD., to:
STARPLAN TECHNOLOGIES, LTD.
57 DAME STREET
DUBLIN 2
REPUBLIC OF IRELAND
or to such other person or address as STARPLAN TECHNOLOGIES, LTD.
may from time to time request in writing.
(b) In the case of TOUCH-IT, INC., to:
TOUCH-IT, INC.
PAUL C. WAKEFIELD, PRESIDENT
316 WALNUT STREET
LAWRENCEBURG, INDIANA 47025
or to such other person or address as TOUCH-IT, INC. may from time to time
request in writing.
ENTIRE AGREEMENT; COUNTERPARTS
9.03. This Agreement and the exhibits to this Agreement contain the entire
agreement between the parties with respect to the contemplated transaction.
This Agreement may be executed in any number of counterparts, all of which
taken together shall be deemed one original.
CONTROLLING LAW
9.04. The validity, interpretation, and performance of this Agreement shall
be governed by, construed, and enforced in accordance with the laws of the
State of Florida.
IN WITNESS WHEREOF, this Agreement was executed as of February 15th, 1999.
TOUCH-IT, INC. STARPLAN TECHNOLOGIES, LTD.
By: /s/ PAUL C. WAKEFIELD By: /s/ JOHN BLOOM
-------------------------- ----------------------------
Paul C. Wakefield, President John Bloom, President
Page 11 of 12
<PAGE> 12
Attest: Attest:
/s/ DEBORAH K. HAUSMAN /s/ THOMAS ORONTI
- ------------------------------ ----------------------------
Deborah K. Hausman, Secretary THOMAS ORONTI, Secretary
------------------
STATE OF FLORIDA
COUNTY OF BROWARD
BEFORE ME, the undersigned authority, this 26th day of February, 1999,
personally appeared Paul C. Wakefield and Deborah K. Hausman, who are
respectively, the President and the Secretary of TOUCH-IT, INC., a Utah
corporation, each of whom is known to be the person who executed the foregoing
Articles of Merger and each acknowledged to and before me that they executed
such instrument in their respective capacity on behalf of said corporation and
did not take an oath.
My Commission Expires:
[SEAL]
--------------------------------------------- [SIG]
CREEDENCE GONZALEZ -------------------------------
MY COMMISSION # CC 654507 Notary Public, State of Florida
EXPIRES: June 10, 2001
Bonded Thru Notary Public Underwriters
---------------------------------------------
STATE OF FLORIDA
COUNTY OF BROWARD
BEFORE ME, the undersigned authority, this 26th day of February, 1999,
personally appeared John Bloom and Thomas Oronti, who are respectively, the
President and the Secretary of STARPLAN TECHNOLOGIES, LTD., an Ireland
corporation, each of whom is and known to be the person who executed the
foregoing Articles of Merger and each acknowledged to and before me that they
executed such instrument in their respective capacity on behalf of said
corporation and did not take an oath.
My Commission Expires:
[SIG]
-------------------------------
Notary Public, State of Florida
This instrument was prepared by Deborah K. Hausman, Esq., whose address is
Hausman & Belkin, P.A. 1489 W. Palmetto Park Road, Suite 497,Boca Raton, FL
33486.
[SEAL]
---------------------------------------------
CREEDENCE GONZALEZ
MY COMMISSION # CC 654507
EXPIRES: June 10, 2001
Bonded Thru Notary Public Underwriters
---------------------------------------------
Page 12 of 12
<PAGE> 1
ARTICLES OF MERGER OF
STARPLAN TECHNOLOGIES, LTD.
INTO
TOUCH-IT, INC.
Pursuant to the Utah Statutes, the undersigned corporations, STARPLAN
TECHNOLOGIES, LTD., INC., a Foreign corporation, and TOUCH-IT, INC. a Utah
corporation, adopt the following Articles of Merger for the purpose of merging
STARPLAN TECHNOLOGIES, LTD. into TOUCH-IT, INC.:
Plan of Merger
1. The Plan of Merger setting forth the terms and conditions of the merger
of STARPLAN TECHNOLOGIES, LTD. into TOUCH-IT, INC. is attached to these
Articles as an exhibit and incorporated herein by reference.
Adoption of Plan
2. There are One Hundred (100) shares of common stock, each of pound
sterling 1 par value of STARPLAN TECHNOLOGIES, LTD. issued and outstanding that
were entitled to vote on the Plan of Merger. One Hundred (100) shares were
voted in favor of the Plan of Merger, and Zero (0) shares were voted against
the Plan of Merger, and the Plan of Merger was unanimously approved by its
board of directors, all by action by written consent in lieu of a special joint
meeting of the directors and shareholders of STARPLAN TECHNOLOGIES, LTD. on
February 26th, 1999.
3. There are ONE MILLION SIX HUNDRED AND EIGHTY SEVEN THOUSAND THREE
HUNDRED AND THIRTY TWO (1,687,332) shares of common stock, each of no par value
of TOUCH-IT, INC. issued and outstanding that were entitled to vote on the Plan
of Merger. 1,315,158 shares were voted in favor of the Plan of Merger, and
15,705 shares were voted against the Plan of Merger, and the Plan of Merger was
unanimously approved by its board of directors, at a special joint meeting of
the directors and shareholders of TOUCH-IT, INC. on February 26th, 1999.
Effective Date
4. The Plan of Merger shall be effective February 26th, 1999.
IN WITNESS WHEREOF, each of the undersigned corporations has caused these
Articles to be signed as of February 26th, 1999.
Page 1 of 2
<PAGE> 2
TOUCH-IT, INC. STARPLAN TECHNOLOGIES, LTD.
By: /s/ PAUL C. WAKEFIELD By: J. BLOOM
---------------------------- -------------------------------
Paul C. Wakefield, President John Bloom, President
11599842 Utah A19937195
Resident Alien Card
LOS 2-2
Attest:
/s/ DEBORAH K. HAUSMAN /s/ THOMAS ORONTI
- ------------------------------ ------------------------------
Deborah K. Hausman, Secretary Thomas Oronti, Secretary
Hess.171.60928.0 Fl. # 006305608
STATE OF FLORIDA United Kingdom of Great
COUNTY OF BROWARD Britain Northern Ireland
Exp 7/13/2002
BEFORE ME, the undersigned authority, this 26th day of Feruary, 1999,
personally appeared Paul C. Wakefield and Deborah K. Hausman, who are
respectively, the President and the Secretary of TOUCH-IT, INC., a Utah
corporation, each of whom is personally known to me and known to be the person
who executed the foregoing Articles of Merger and each acknowledged to and
before me that they executed such instrument in their respective capacity on
behalf of said corporation and did not take an oath.
My Commission Expires:
[SEAL]
---------------------------------------------
CREEDENCE GONZALEZ
MY COMMISSION # CC 654507
EXPIRES: June 10, 2001
Bonded Thru Notary Public Underwriters
---------------------------------------------
[SIG]
-------------------------------
Notary Public, State of Florida
STATE OF FLORIDA
COUNTY OF BROWARD
BEFORE ME, the undersigned authority, this 26th day of February, 1999,
personally appeared John Bloom and Thomas Oronti, who are respectively, the
President and the Secretary of STARPLAN TECHNOLOGIES, LTD., an Ireland
corporation, each of whom is and known to be the person who executed the
foregoing Articles of Merger and each acknowledged to and before me that they
executed such instrument in their respective capacity on behalf of said
corporation and did not take an oath.
My Commission Expires: #006305608
United Kingdom [SIG]
of Great Britain -------------------------------
Northern Ireland Notary Public, State of Florida
This instrument was prepared by Deborah K. Hausman, Esq., whose address is
Hausman & Belkin, P.A. 1489 W. Palmetto Park Road, Suite 497,Boca Raton, FL
33486.
[SEAL]
---------------------------------------------
CREEDENCE GONZALEZ
MY COMMISSION # CC 654507
EXPIRES: June 10, 2001
Bonded Thru Notary Public Underwriters
---------------------------------------------
Page 2 of 2
<PAGE> 1
AGREEMENT
THIS AGREEMENT is made effective as of this 10 day of June, 1999, by and
between GLOBAL CYBER SPORTS.COM, INC. ("GLOBAL" or "Seller"), a Utah
corporation, having its principal place of business at 4400 North Federal
Highway, Suite 210, Boca Raton, Florida 33441 and TOUCH-IT NEVADA, INC.
("Touch-it" or "Purchaser"), a Nevada corporation, with reference to the
following facts:
WITNESSETH:
WHEREAS, a merger occurred between STARPLAN. LTD, and TOUCH-IT, INC. A
Utah corporation, on or about February 26, 1999; and
WHEREAS, the suriviving corporation was TOUCH-IT, INC.a Utah corporation;
and
WHEREAS, TOUCH-IT, INC., a Utah corporation changed its name to GLOBAL
CYBER SPORTS.COM, INC.; and
WHEREAS, GLOBAL desires to sell all of the assets and liabilities which
TOUCH-IT, INC. Had prior to the merger; and
WHEREAS, TOUCH-IT NEVADA, INC. desires to obtain all of the assets and
liabilities which TOUCH-IT, INC. had prior to the merger;
NOW, THEREFORE, in reliance upon the foregoing facts and in consideration
of the mutual agreements hereinafter set forth, the parties agree as follows:
1. SALE: The Seller shall sell to the Purchaser as is, where is, the
equipment, inventory, name "TOUCH-IT ", customer lists, contracts,supplier lists
owned by the Seller and the goodwill of the business as a going concern, all
as more specifically enumerated in the attached Exhibit "A", and referred to
hereinafter as the "Assets".
2. PURCHASE PRICE: The purchase price shall be One Hundred Dollars ($100
US).
3. REPRESENTATIONS BY SELLER: The Seller warrants and represents the
following:
A. It is the owner of and has good and marketable title to all the Assets.
B. To its knowledge, it has complied with all laws, rules and regulations
of the city, state and federal governments.
<PAGE> 2
C. It has paid all Social Security, withholding, sales, income and
unemployment insurance taxes to the city, state and federal governments to date
which would become a lien on the Assets.
D. Seller has not entered into any contract or other agreement, whether
oral or written, that will be binding upon Purchaser.
E. There are no judgments, liens, actions or proceedings pending against it
in any court.
F. Seller is a corporation, duly organized and validly existing and in good
standing under the laws of Utah, has all requisite power and authority to
consummate the transactions contemplated by this Agreement, and has, by proper
corporate proceedings, duly authorized the execution and delivery of this
Agreement and the consummation of all transactions contemplated herein.
4. COVENANTS OF SELLER: The Seller covenants with the Purchaser as follows:
A. The Bill of Sale, in the form attached hereto as Exhibit "B", and
instruments of assignment to be delivered at the closing will transfer all of
the Assets enumerated in the attached schedule, and will contain the usual
warranties and affidavit of title. After closing, Seller shall execute and
deliver to Purchaser such other instruments of conveyance and transfer and take
such further action as Purchaser shall reasonably request in order to convey to
Purchaser absolute title to the Assets, or any of them.
B. The business of the Seller will be conducted up to the date of closing
in accordance with all laws, rules and regulations of the city, state and
federal governments.
C. All Social Security, withholding, sales, income and unemployment
insurance taxes to the city, state and federal governments will be paid or
provided for up to the date of closing.
D. The Seller, up to the date of closing, will operate and maintain its
business in the regular course, will not violate any contract connected with
the business and will not remove any stock-in-trade (except as it may be
consumed in the regular course of business).
All representations and warranties made by the Seller shall be true at
closing and shall survive the closing and the execution and delivery of any
document or instrument in connection therewith.
5. REPRESENTATIONS BY PURCHASER: The Purchaser warrants and represents the
following:
<PAGE> 3
A. Purchaser has inspected and is familiar with the premises, the physical
condition of the Assets and the financial condition of the business being sold
hereunder.
B. Purchaser is a corporation, duly authorized and validly existing
and in good standing under the laws of the State of Nevada, has all requisite
power and authority to consummate the transactions contemplated by this
Agreement and has by proper corporate proceedings duly authorized the execution
and delivery of this Agreement and the consummation of all transactions
contemplated herein.
C. Purchaser hereby agrees to be responsible for all of the
liabilities which were held by Touch-It, Inc. a Utah corporation at the time of
the merger, on or about February 26, 1999.
6. EXPENSES: During the period of time between the merger, on or about
February 26, 1999, and the date of this Agreement certain expenses have been
expended on behalf of GCSC by the representatives of the original Touch-It,
Inc., a Utah corporation or its shareholders. As part of the closing documents
for this closing all reasonable and necessary expenses (such as audits, travel
and telephone) will be reimbursed .Touch-It, Inc. is required to submit an
itemized request for reimbursement of such expenditures supported by sufficient
documentation of the expenditures and explanation of their purpose.
7. CLOSING:
A. The closing shall take place at the office of Global Cyber Sports.Com Inc.
commencing at 1:00 p.m.
B. At the closing, the parties shall execute the following documents and take
the actions hereinafter described:
(1) Seller shall execute and deliver a Bill of Sale conveying title to the
Assets being sold herein to the Purchaser.
(2) Purchaser shall pay the cash required.
8. STOCK OPTIONS: Seller hereby agrees to give to Purchaser the option
to purchase N/A shares of stock in GCSC at $ N/A share for a period of one
year.
9. FURTHER ASSURANCES: The parties hereto agree to perform any further acts
and to execute and deliver any further documents which may be necessary
or appropriate to carry out the purposes of this Agreement.
<PAGE> 4
10. ARBITRATION: Any controversy or claim arising out of or
relating to this agreement or any breach thereof, including, without
limitation, any claim that this Agreement or any portion thereof, is invalid,
illegal, or otherwise voidable, shall be submitted to arbitration before and
in accordance with the rules of the American Arbitration Association and
judgment upon the award may be entered in any court having jurisdiction thereof
provided, however, that this clause shall not limit GLOBAL's right to obtain
any provisional remedy, including, without limitation, injunctive relief,
from any Court of competent jurisdiction, as may be necessary in GLOBAL's sole
judgment, to protect its rights. The situs of arbitration proceedings shall be
that city nearest Ogden, Utah, which has an American Arbitration Association
office.
11. NOTICE: Any notices to be given hereunder by any party hereto to any
other party hereto may be effected by personal delivery, In writing, or by
mail, registered or certified, postage prepaid with return receipt requested.
Mailed notices shall be addressed to the parties at the addresses appearing
above. Notice shall be deemed effective upon receipt.
12. N0 WAIVER OF RIGHTS: All waivers hereunder must be made in writing
and failure by any party hereto at any time to require any other party's
performance of any obligation under this Agreement shall not affect the right
subsequently to require performance of that obligation. Any waiver of any
breach of any provision of this Agreement shall not be construed as a waiver
of any continuing or succeeding breach of such provision or a waiver or
modification of the provision.
13. SEVERABILITY: The parties hereto expressly agree and contract that
it is not the intention of either of them to violate any public policy,
statutory or common laws, rules, regulations, treaties, or decisions of any
government or agency thereof, If any paragraph, sentence, clause, word, or
combination thereof in this Agreement is judicially or administratively
interpreted or construed as being in violation of any such provision of any
jurisdiction, such paragraph, sentence, word, clause, or combination thereof
shall be inoperative in each such jurisdiction and the remainder of this
Agreement shall remain binding upon the parties hereto in each such jurisdiction
and the Agreement as a whole shall be unaffected elsewhere.
14. ATTORNEY'S FEES: If any legal action or any arbitration or other
proceeding is brought for the enforcement of this Agreement, or because of an
alleged dispute, breach or default in connection with any of the provisions of
this Agreement, the successful or prevailing party shall be entitled to recover
reasonable attorney's fees incurred in this action or proceeding in addition to
any other relief entitled to.
15. SUBJECT HEADINGS: The subject headings of the articles, paragraphs and
subparagraphs of this Agreement are included solely for purposes of consequence
and reference only, and shall not be deemed to explain, modify, limit, amplify,
or aid in the meaning, construction or interpretation of any of the provisions
of this Agreement.
<PAGE> 5
16. DUPLICATE COPIES: This Agreement may be executed in duplicate copies
and each duplicate copy shall constitute an original instrument, but all such
separate copies shall constitute only one and the same instrument.
17. LAW TO GOVERN: The validity, construction and enforceability
of this Agreement shall be governed in all respects by the laws of
applicable to agreements negotiated, executed and performed in Florida.
18. ENTIRE AGREEMENT: This Agreement supersedes any and all other
agreements, either oral or in writing, between the parties hereto with respect
to the utilization of Bloom by GLOBAL and contains all of the covenants and
agreements among the parties with respect to such utilization in any manner
whatsoever. Each party to this Agreement acknowledges that no representation,
inducements, promises, or agreements, orally or otherwise, have been made by
any other party, or anyone acting on behalf of any party, which are not
embodied herein, and that no other agreement, statement, or promise not
contained in this Agreement shall be valid or, binding. Any modification of
this Agreement shall be effective only if it is in writing signed by the party
to be charged.
IN WITNESS WHEREOF, the parties have executed this Agreement as
of the day and year first above written.
GLOBAL CYBER SPORTS.COM, INC.
By: /s/ Terry L. Reed
--------------------------
Attest
Terry
L.
Reed,
Presi
dent
Secre
<PAGE> 6
tary
TOUCH-IT NEVADA. INC.
By:/s/Paul C. Wakefeild
------------------------------
Paul C. Wakefield, President
Attest: [SIG]
-----------------
Secre
tary
<PAGE> 1
ARTICLES OF INCORPORATION
OF
TOUCH-IT, INC.
Incorporated under the Laws of
the State of Utah
<PAGE> 2
State of Utah
Department of Commerce
Division of Corporations and Commercial Code
I Hereby certify that the foregoing has been filed
and approved on the 15 day of Apr 1992 in the
office of this Division and hereby issue this
Certificate thereof.
Examiner M7 Date 4-15-92 ARTICLES OF INCORPORATION
[SEAL] /s/ GARY R. HANSEN OF
Gary R. Hansen TOUCH-IT, INC.
Division Director
THE UNDERSIGNED, being a natural person over the age of twenty-one (21)
years or more, for the purpose of forming a corporation under the general
corporation laws of the State of Utah hereby enters into and adopts the
following Articles of Incorporation:
ARTICLE I
Corporate Name
1.1 The name of the Corporation shall be TOUCH-IT, Inc.
ARTICLE II
Registered Office and Agent
2.1 The initial registered office of this Corporation shall be
located at 1245 Brickyard Road, Suite 600, Salt Lake City, Utah 84106 and the
initial registered agent at this address shall be C. Jeffrey Thompson.
ARTICLE III
Duration of the Corporation
3.1 The term of existence of the Corporation shall be perpetual,
unless sooner dissolved by and in accordance with law.
ARTICLE IV
Purposes and Powers
4.1 The primary purposes for which the Corporation is
organized are:
(a) To engage in all phases of the business of manufacturing,
sales and distribution of thermographic inks and other thermographic products
and related business activities.
(b) To enter into, make and perform contracts of every kind
for the accomplishment of the purposes herein enumerated,
<PAGE> 3
without limitation as to amount, with any person, firm, association or
corporation, town, city, county, state, territory or government.
(c) To do each and every thing necessary, suitable or proper
for the accomplishment of any of the purposes or the attainment of any one or
more of the objects herein enumerated, or which shall at any time appear
conducive to or expedient for the protection or benefit of this Corporation.
(d) To do any and all things permitted a corporation under the
applicable laws of the State of Utah and any other state or nation wherein this
Corporation shall be licensed to transact business whether similar or dissimilar
to the foregoing, and such other purposes and powers as are necessary for its
operation as from time to time authorized by its Board of Directors.
(e) To enter into any lawful arrangement for sharing profits,
union or interest, reciprocal association or cooperative association with any
corporation, association, partnership, individual or other legal entity for the
carrying on of any business and to enter into any general or limited partnership
for the carrying on of any business.
(f) To conduct business anywhere in the world.
4.2 In connection with the above referred to pursuits and
businesses, this Corporation shall have power to carry on other operations
incidental to the pursuits mentioned and shall have power to do any and all of
the things herein set forth to the same extent as natural persons could or might
do.
4.3 The Corporation shall have all powers allowed by law, including,
without limitation, those powers described in Section
<PAGE> 4
16-10-4 and Section 16-10-5, Utah Code Annotated, 1953, as amended and
supplemented.
4.4 The purposes stated herein shall be construed as powers as well
as purposes and the matters expressed in any clause shall not be limited by
reference to or inference from the terms of any but shall be regarded as
independent purposes and powers; and the enumeration of specific purposes and
powers shall not be construed to limit or restrict the meaning of the general
terms of the general powers; nor shall the expression of one thing be deemed to
exclude another not expressed, although it may be of like nature.
ARTICLE V
Authorized Stock
5.1 The authorized number of shares which this Corporation
shall have authority to issue is 100,000 shares of stock at no par value. All
stock of the Corporation shall be of the same class and shall have the same
rights and preferences. Fully paid stock of this Corporation shall not be liable
to any further call or assessment.
ARTICLE VI
No Pre-Emptive Rights
6.1 The authorized and treasury stock of this Corporation may be
issued at such time, upon such terms and conditions and for such consideration
as the Board of Directors shall determine. Shareholders shall not have
pre-emptive rights to acquire unissued shares of the stock of this Corporation.
ARTICLE VII
Directors
7.1 The Corporation shall be governed by a Board of Directors. The
number of Directors which shall constitute the
<PAGE> 5
Board of Directors shall be as prescribed in the By-Laws; provided that the
Corporation shall have a minimum of three (3) Directors unless the Corporation
has less than three Shareholders entitled to vote for the election of
Directors, then, the Corporation may have a minimum number of Directors equal
to the number of those Shareholders.
7.2 There shall be one initial Director. The number of Directors
constituting the initial Board of Directors of this Corporation is one (1). The
name and address of person who is to serve as Director until the first annual
meeting of Shareholders, or until his successor shall be elected and qualify
is:
NAME STREET ADDRESS CITY & STATE
Paul Wakefield 1104 Country Hills Dr. Ogden, UT 84403
7.3 Any director of the Corporation may be counted in determining
the presence of a quorum and majority vote upon any contract or other
transaction between the Corporation and any subsidiary or affiliated
Corporation, or other corporation, firm, association, or entity, including any
Corporation which owns all or substantially all of the shares of the capital
stock of the Corporation, without regard to the fact that he or she may also be
a director or officer or stockholder of or otherwise interested in or connected
with such subsidiary or other corporation or entity, association or firm, if
the fact of such relationship or interest is disclosed or known to the Board of
Directors or the shareholders entitled to vote. No contract or other
transaction entered into by and between the Corporation and any such subsidiary
or other corporation, entity, association or firm shall be affected or
<PAGE> 6
invalidated by the fact that any director or officer of the Corporation may
also be a director, officer or stockholder of or otherwise interested in or
connected with such subsidiary or affiliated corporation, or by the fact that
said contract or transaction may be entered into by officers of the Corporation
or may be authorized or ratified by the vote of the directors who may also be
directors, officers or stockholders of or otherwise interested in or connected
with such subsidiary or affiliated corporation.
ARTICLE VIII
Internal Affairs
8.1 Provisions for the regulation of the internal affairs of the
Corporation are to be determined and are set forth in the By-Laws, which
original By-Laws shall be subscribed and adopted by the Board of Directors of
the Corporation. Thereafter, By-Laws may be adopted, amended or repealed
whether by Shareholders or by the Board of Directors in accordance with the
By-Laws.
ARTICLE IX
Consideration
9.1 This Corporation shall not commence business until
consideration of a value of at least $1,000 has been received for the issuance
of shares.
ARTICLE X
Acquisition of Own Shares
10.1 The Corporation shall have power to purchase, hold, sell
and transfer shares of its own capital stock, bonds, and other
obligations of this Corporation from time to time to such extent
and in such manner and upon such terms as its Board of Directors
may determine.
<PAGE> 7
ARTICLE XI
Meetings of Shareholders
11.1 At any meeting of the Shareholders, a majority of the shares
entitled to vote, represented in person or by proxy, shall constitute a quorum
and, if a quorum is present, the affirmative vote of a majority of the shares
presented at the meeting and entitled to vote on the subject matter shall be
the act of the Shareholder, unless the vote of a greater number of voting by
classes is required by law, by these Articles of Incorporation, or by the
By-Laws.
ARTICLE XII
Incorporators
12.1 The name and address of the incorporator, being a
resident of the State of Utah, and being a natural person of full
age and a citizen of the United States, are as follows:
NAME STREET ADDRESS CITY & STATE
Paul Wakefield 1104 Country Hills Dr. Ogden, UT 84403
ARTICLE XIII
Liability and Indemnification
13.1 The officers and directors shall be free from all personal
liability for any acts done on behalf of the Corporation, or for any losses
incurred or sustained by the Corporation unless the same have occurred through
their willful negligence or willful misconduct.
13.2 Every person who now or hereafter shall be a director or
officer of the Corporation shall be indemnified by the Corporation against all
reasonable costs, expenses and liabilities actually incurred by or imposed upon
him in connection with or resulting from any claim, action, suit, proceeding,
investigation or inquiry
<PAGE> 8
of whatever nature in which he many be involved as a party or otherwise by
reason of his being or having been a director or officer of the Corporation and
the Corporation shall reimburse such person for all legal expenses reasonably
incurred in connection with any such claim, action, suit, proceeding,
investigation or inquiry; provided, however, that no such person shall be
indemnified against or be reimbursed for any cost, expense or liability
incurred arising out of his or her willful negligence or willful misconduct
toward the Corporation in the performance of his duties as such director or
officer. The foregoing right to indemnification shall be in addition to and not
in limitation of all other rights to which such person may be entitled as a
matter of law, and shall inure to the benefit of the legal representatives of
such person.
13.3 The personal liability of any director to the Corporation or
its shareholders is eliminated to the fullest extent allowed under the
provisions of 16-10-49.1 Utah Code Annotated, 1953, as amended and
supplemented.
ARTICLE XIV
Transfer of Shares
14.1 After stock has been issued by the Corporation, no transfer of
said stock by any Shareholder shall be binding upon this Corporation until the
expiration of thirty (30) days after the Corporation, through its Secretary,
and each Shareholder of the Corporation shall have received written notice from
the Shareholder of the proposed transfer or sale. The notice shall state the
number of shares proposed to be transferred, either with or without
consideration, or sold, the price at which the proposed transfer or
<PAGE> 9
sale is to be made and the name of the prospective transferee or buyer. At any
time during the thirty (30) day notice period, the remaining shareholders shall
have the first option to purchase all of said shares at a price equal to the
price offered by the prospective transferee or buyer. In the event two or more
shareholders exercise their options to purchase, then each such shareholder so
exercising his option shall be entitled to purchase the percentage of such
remaining shares as is equal to the percentage which that particular
shareholder's ownership in the Corporation bears to the total ownership of all
of the shareholders exercising their options. This section shall be inoperative
where the written consent of all of the shareholders of record at the time of
any such proposed transfer or sale is first had and obtained or where a gift of
stock is being made by one shareholder to another shareholder of the
Corporation.
IN WITNESS WHEREOF, I have hereunto set my hand this 15th day of April,
1992.
[SIG]
--------------------------------
INCORPORATOR
ACCEPTANCE OF REGISTERED AGENT
I, C. Jeffrey Thompson, do hereby accept the appointment as registered
agent for TOUCH-IT, Inc., effective upon incorporation.
[SIG]
-------------------------
<PAGE> 10
STATE OF UTAH }
:ss.
COUNTY OF SALT LAKE }
Paul Wakefield, being first duly sworn, deposes and says that is
the Incorporator mentioned in the foregoing instrument and that the said
signatures attached are his own and the said Articles were executed by the said
Incorporator and that he has read the Articles therein and the statements
contained therein are true as to his own knowledge, except as to such matters
stated on belief, which he also says he believes to be true.
SUBSCRIBED AND SWORN TO this 15th day of April, 1992.
[SIG]
----------------------------------
NOTARY
Residing at:
Salt Lake City, Utah
[SEAL]
My Commission Expires:
7-18-92
- -----------------------
<PAGE> 1
State of Utah
Department of Commerce
Division of Corporations and Commercial Code
I hereby certify that the
foregoing has been filed
and approved on the 26
day of Aug 94 in the
office of this Division
and hereby issue this
Certificate thereof.
Examiner /s/ BS Date 9-7-94 CO#160476
- ----------------------
[SEAL] [SIG] ARTICLES OF AMENDMENT RECEIVED
--------------- TO THE
ARTICLES OF INCORPORATION 1994 AUG 26 PM 4:25
OF DIVISION OF CORPORATIONS
TOUCH-IT, INC. STATE OF UTAH
Pursuant to Section 16-10a-1001 of the Utah Code, the undersigned
Corporation hereby adopts the following Articles of Amendment of its Articles of
Incorporation:
FIRST: The name of this Corporation is Touch It, Inc;
SECOND: The following amendment of the Articles of Incorporation was
duly adopted by the shareholders of the Corporation:
AMENDMENT
Article V is hereby amended to read as follows:
ARTICLE V
Authorized Stock
5.1 The authorized number of shares which this Corporation shall
have authority to issue is fifteen (15) million shares of stock at no par value.
All stock of the Corporation shall be of the same class and shall have the same
rights and preferences. Fully paid stock of this Corporation shall not be liable
to any further call or assessment.
THIRD: The foregoing Amendment to the Articles of Incorporation was
adopted by the shareholders of the Corporation on the 13th day of April 1994 in
the manner prescribed by the laws of the State of Utah.
FOURTH: On such date, 3,200,000 shares, representing all outstanding
shares and all shares entitled to vote, voted in favor of the Amendment.
<PAGE> 2
DATED this 29th day of April, 1994.
TOUCH IT, INC.
By [SIG]
----------------------
Its President
By [SIG]
----------------------
Its Secretary
2
<PAGE> 1
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
TOUCH-IT, INC.
The following provisions of the Articles of Incorporation of Touch-It,
Inc., a Utah corporation, ("Corporation") filed on April 15, 1992, and amended
on August 26, 1994 be and they hereby are amended in the following particulars:
Article I be, and it hereby is amended to read as follows:
ARTICLE I
CORPORATE NAME
1.1 The name of the Corporation shall be GLOBAL CYBER SPORTS.COM, INC.
The foregoing amendment was adopted by the Stockholders and Directors
of the Corporation on the 26th day of February, 1999.
IN WITNESS WHEREOF, the undersigned President and Secretary of the
Corporation have executed these Articles of Amendment this 26th day of February,
1999.
TOUCH-IT, INC.
By: /s/ PAUL C. WAKEFIELD
----------------------------------
Paul C. Wakefield, President
/s/ DEBORAH K. HAUSMAN
----------------------------------
Deborah K. Hausman, Secretary
STATE OF FLORIDA)
COUNTY OF BROWARD)
Before me, the undersigned authority, personally appeared PAUL C.
WAKEFIELD and DEBORAH K. HAUSMAN, as President and Secretary, respectively, of
TOUCH-IT, INC.,INC., whose identities were established by: personally known to
me/Florida Drivers License Nos. H 255-171-60-9280 Fl. 11599842 Utah,
respectively, and who did/did not take an oath, this. 26th day of February,
1999.
[SIG]
-----------------------------------------------
Notary Public, State of Florida at Large
My Commission expires:
[NOTARY PUBLIC STATE OF FLORIDA SEAL]
---------------------------------------------
CREEDENCE GONZALEZ
MY COMMISSION # CC 654507
EXPIRES: June 10, 2001
Bonded Thru Notary Public Underwriters
---------------------------------------------
<PAGE> 1
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
TOUCH-IT, INC.
The following provisions of the Articles of Incorporation of Touch-It,
Inc., a Utah corporation, ("Corporation") filed on April 15, 1992, and amended
on August 26, 1994 be and they hereby are amended in the following particulars:
Article V be, and it hereby is amended to read as follows:
ARTICLE V
Authorized Stock
5.1 The authorized number of shares which this Corporation shall
have authority to issue is one hundred (100) million shares of
stock at no par value. All stock of the corporation shall be of
the same class and shall have the same rights and preferences.
Fully paid stock of this corporation shall not be liable to any
further call or assessment.
The foregoing amendment was adopted by the Stockholders and Directors
of the Corporation on the 26th day of February, 1999.
IN WITNESS WHEREOF, the undersigned President and Secretary of the
Corporation have executed these Articles of Amendment this 26th day of February,
1999.
TOUCH-IT, INC.
By: /s/ PAUL C. WAKEFIELD
- --------------------------- ------------------------------------
Paul C. Wakefield, President
By: /s/ DEBORAH K. HAUSMAN
- --------------------------- ------------------------------------
Deborah K. Hausman, Secretary
STATE OF FLORIDA)
COUNTY OF BROWARD)
Before me, the undersigned authority, personally appeared PAUL C.
WAKEFIELD and DEBORAH K. HAUSMAN, as President and Secretary, respectively, of
TOUCH-IT, INC., INC., whose identities were established by: personally known to
me/Florida Drivers License Nos. 11599842 UTAH - H255-171-60-928-0 Fl.,
respectively, and who did/did not take an oath, this 26th day of February, 1999.
[SIG]
------------------------------------------------
Notary Public, State of Florida at Large
My Commission expires:
---------------------------------------------------
CREEDENCE GONZALEZ
[SEAL] MY COMMISSION # CC 854507
EXPIRES: June 10, 2001
Bonded Thru Notary Public Underwriters
---------------------------------------------------
- ------------------------------
<PAGE> 1
BY-LAWS
OF
TOUCH-IT, INC.
Incorporated under the Laws of
the State of Utah
<PAGE> 2
BY-LAWS
OF
TOUCH-IT, INC.
ARTICLE I
IDENTIFICATION
Section 1.01. NAME. The name of the Corporation is
Touch-It, Inc.
Section 1.02. REGISTERED OFFICE AND REGISTERED AGENT.
The address of the registered office of the corporation is 1104
Country Hills Drive, Suite 115, Ogden, Utah, 84403 and the
registered agent at this address is Paul Wakefield.
Section 1.03. SEAL. The Corporation shall adopt and
use a corporate seal consisting of a circle mounted upon a metal
die which sets forth on its circumference the name of the
Corporation and the state and date of incorporation.
Section 1.04. FISCAL YEAR. The fiscal year end of the
Corporation shall be December 31st of each year.
ARTICLE II
CAPITAL STOCK
Section 2.01. PAYMENT FOR SHARES. The consideration for the
issuance of shares may be paid, in whole or in part, in money, in
other property, tangible or intangible, or in labor or service
actually performed for the Corporation. When payment of the
consideration for which shares are to be issued shall have been
received by the Corporation, such shares shall be deemed to be fully
paid and nonassessable. Neither promissory notes nor future services
shall constitute payment or part payment for the issuance of shares of
the Corporation. In the absence of fraud in the transaction, the
judgment of the Board of Directors as to the value of the
consideration received for shares shall be conclusive. No certificate
shall be issued for any share until the share is fully paid.
Section 2.02. CERTIFICATES REPRESENTING SHARES. Certificates
representing shares of the Corporation shall be in such form as shall be
determined by the Directors. Such certificates shall be signed by the President
and by the Secretary or by such other officers authorized by law and by the
Directors and sealed with the Seal of the Corporation. Any such required
signature may be made by facsimile provided proper security over
<PAGE> 3
use of such facsimiles is maintained. All certificates for shares
shall be consecutively numbered.
Section 2.03. TRANSFER RECORDS. The Secretary, or if
the Corporation engages an agent, the registrar or transfer agent,
shall maintain records containing the name, address, taxpayer
identification number of each Shareholder plus the certificate
number, date of issue and shares represented by each certificate
held by each Shareholder.
Section 2.04. TRANSFER OF STOCK. All certificates surrendered
to the Corporation for transfer shall be canceled and no new
certificate issued in connection therewith unless all of the following
are satisfied:
(a) Endorsement. The surrendered certificate is
properly endorsed by the registered holder or his duly authorized
attorney.
(b) Witnessing. The endorsement or endorsements
required as aforesaid shall be guaranteed or notarized unless the
Secretary waives this requirement in writing.
(c) Adverse Claims. The Corporation has no notice
of any adverse claims or has discharged any duty to inquire into
any such claims.
(d) Collection of Taxes. Any applicable law
relating to the collection of taxes imposed on or in connection
with shares has been satisfied.
Section 2.05 LOST, STOLEN, OR DESTROYED CERTIFICATES. The
Corporation shall issue a new stock certificate in the place of any
certificate theretofore issued where the holder of record of the
certificate:
(a) Claim. Makes proof in affidavit form that it
has been lost, destroyed, or wrongfully taken;
(b) Timely Request. Requests the issuance of a
new certificate before the Corporation has notice that the
certificate has been acquired by a purchaser for value in good
faith and without notice of any adverse claim;
(c) Bond. Gives a bond in such form, and with
such surety or sureties, with fixed or open penalty, as the
Corporation may direct, to indemnify the Corporation against any claim
that may be made on account of the alleged loss, destruction, or theft
of the certificates; and
(d) Other Requirements. Satisfies any other
reasonable requirements imposed by the Corporation not
inconsistent
2
<PAGE> 4
with applicable law.
When a certificate has been lost, apparently destroyed, or wrongfully
taken and the holder of record fails to notify the Corporation within
a reasonable time after he had notice of it, and the Corporation
registers a transfer of the shares represented by this certificate
before receiving such notification, the holder of record is precluded
from making any claim against the Corporation for the transfer or for
a new certificate.
Section 2.06. HOLDER. The Corporation shall be
entitled to treat the holder of record of any share as the holder
in fact thereof, and accordingly, shall not be bound to recognize
any claim to or interest in such share on the part of any other
person whether or not it shall have express or other notice
thereof, except as expressly provided by the laws of this State.
Section 2.07. AGENTS. The Corporation at the election
of the Board of Directors, may engage the services of a stock
registrar or transfer agent to assist the Secretary in issuance of
shares and maintenance of stock records.
ARTICLE III
BOOKS AND RECORDS
Section 3.01. BOOKS AND RECORDS. The Corporation shall keep at
its registered office the following books and records of account and
minutes of the proceedings of its Shareholders and any Shareholder of
record, upon written demand stating the purpose thereof, shall have
the right to examine, in person, or by agent or attorney, at any
reasonable time or times, for any proper purpose, the same and to make
extracts therefrom:
(a) Its books and records of account;
(b) Its minutes and record of Shareholders;
(c) Copies of its Articles of Incorporation and By-Laws as
originally executed and adopted together with all subsequent
amendments thereto.
Section 3.02. FINANCIAL STATEMENTS. Upon the written request
of any Shareholder of the Corporation, the Corporation shall mail to
such Shareholder its most recent annual financial statements unless
the Shareholder has already received the same. Neither the Corporation
nor any Director, Officer, employee or agent of the Corporation shall
be liable to the Shareholder or anyone to whom the Shareholder
discloses the financial statement or any information contained therein
for any error or omission therein whether caused without fault, by
negligence or by gross negligence,
3
<PAGE> 5
unless (a) the error or omission is material, (2) the Director,
Officer, employee or agent in question knew of the error or omission
and intended for the Shareholder or other person to rely thereon to
his detriment, (3) the Shareholder or other persons did reasonably
rely thereon, and, in addition, (4) he is otherwise liable under
applicable law.
ARTICLE IV
BY-LAWS
Section 4.01. AMENDMENTS. These By-Laws may be altered,
amended or repealed and new By-Laws adopted by the Board of Directors.
Any such action' shall be subject to repeal or change by action of the
Shareholders, but the alteration, amendment, repeal, change or new
By-Law (and the repeal of the old By-Law) shall be valid and effective
and no Director, Officer, Shareholder, employee or agent of the
Corporation shall incur any liability by reason of any action taken or
omitted in reliance on the same. The power of the Shareholders to
repeal or change any alteration, amendment, repeal or new By-Law shall
not extend to any original By-Law of the Corporation so long as it is
not altered, amended or repealed, but only to action by the Board
thereafter. There shall be no time limit on its exercise.
Section 4.02. BY-LAW PROVISIONS ADDITIONAL AND SUPPLEMENTAL TO
PROVISIONS OF LAW. All restrictions, limitations, requirements and
other provisions of these By-Laws shall be construed, insofar as
possible, as supplemental and additional to all provisions of law
applicable to the subject matter thereof and shall be fully complied
with in addition to the said provisions of law unless such compliance
shall be illegal.
Section 4.03. BY-LAW PROVISIONS CONTRARY TO OR INCONSISTENT
WITH PROVISIONS OF LAW. Any article, section, subsection, subdivision,
sentence, clause or phrase of these By-Laws which, upon being
construed in the manner provided in Section 4.02 hereof, shall be
contrary to or inconsistent with any applicable provision of law,
shall not apply so long as said provisions of law shall remain in
effect, but such result shall not affect the validity or applicability
of any other portions of these By-Laws, it being hereby declared that
these By-Laws would have been adopted and each article, section,
subsection, subdivision, sentence, clause or phrase thereof,
irrespective of the fact that any one or more articles, sections,
subsections, subdivisions, sentences, clauses or phrases is or are
illegal.
4
<PAGE> 6
ARTICLE V
MEETING OF SHAREHOLDERS
Section 5.01. PLACE OF MEETINGS. All meetings of the
Shareholders, annual or special, however called, shall be held at the
registered office of the Corporation unless the President or Board of
Directors designates another place. The President or the Board of
Directors may designate any place for any meeting, either within or
without this state.
Section 5.02. ANNUAL MEETING. The annual meeting of the
Shareholders shall be held at 3:30 p.m. on the third Friday in April
of each year, if this day is not a holiday, and if a holiday, then on
the first following day that is not a legal holiday or such other
place as deposited by the board of directors. Failure to hold the
annual meeting at the designated time shall not work a forfeiture or
dissolution of the Corporation.
Section 5.03. SPECIAL MEETINGS. Special meetings of the
Shareholders may be called by the President, the Board of Directors,
or the holders of not less than one-tenth of all the shares entitled
to vote at the meeting.
Section 5.04. NOTICE OF MEETINGS. When required, written
notice stating the place, day, and hour of the meeting and, in case of
special meeting, the purpose or purposes for which the meeting is
called, shall be delivered not less than ten (10) nor more than fifty
(50) days before the date of the meeting, either personally or by
mail, by or at the direction of the President, the Secretary, or the
officer or persons calling the meeting, to each registered holder
entitled to vote at such meeting. If mailed, such notice shall be
deemed to be delivered when deposited in the United States mail
addressed to the registered holder at his address as it appears on the
stock transfer books of the Corporation, with postage on it prepaid.
Section 5.05. WAIVER OF NOTICE. Any Shareholder may waive
notice of any meeting of Shareholders, (however called or noticed,
whether or not called or noticed and whether before, during or after
meeting) by signing a written waiver of notice or a consent to the
holding of such meeting, or an approval of the minutes thereof.
Attendance at a meeting, in person or by proxy, shall constitute
waiver of all defects of call or notice regardless of whether waiver,
consent or approval is signed or any objections are made. All such
waivers, consents, or approvals shall be made a part of the minutes of
the meeting. No notice to shareholders, of any kind, of the annual
meeting is required so long as the annual meeting is held as set forth
in the Articles of Incorporation.
Section 5.06. CLOSING OF TRANSFER BOOKS OR FIXING OF
5
<PAGE> 7
RECORD DATE. For the purpose of determining Shareholders entitled to
notice of or to vote at any meeting of Shareholders or any adjournment
thereof, or Shareholders entitled to receive payment of any dividend,
or in order to make a determination of Shareholders for any other
purpose, the Directors of the Corporation may provide that the stock
transfer books shall be closed for a stated period but not to exceed,
in any case five (5) days. If the stock transfer books shall be closed
for the purpose of determining Shareholders, such books shall be
closed for at least one (1) day. In lieu of closing the stock transfer
books, the Directors may fix in advance a date as the record date for
any such determination of Shareholders, such date in any case to be
not more than fifty (50) days and not less than ten (10) days prior to
the date on which the particular action requiring such determination
of Shareholders is to be taken. If the stock transfer books are not
closed and no record date is fixed for the determination of
Shareholders entitled to notice of or to vote at a meeting of
Shareholders, or Shareholders entitled to receive payment of a
dividend, the date on which notice of the meeting is mailed or the
date on which the resolution of the Directors declaring such dividend
is adopted, as the case may be, shall be the record date for such
determination' of Shareholders. When a determination of Shareholders
entitled to vote at any meeting of Shareholders has been made as
provided in this Section, such determination shall apply to any
adjournment thereof.
Section 5.07. VOTING LIST. The officer or agent having charge
of the stock transfer books for shares of a Corporation shall make, at
least ten (10) days before each meeting of Shareholders a complete
list of the Shareholders entitled to vote at such meeting or any
adjournment thereof, with the address of and the number of shares held
by each, which list, for a period of ten (10) days prior to the
meeting, shall be kept on file at the registered office of the
Corporation and shall be subject to the inspection by any Shareholder
at any time during usual business hours. Such list shall also be
produced and kept open at the time and place of the meeting and shall
be subject to the inspection of any Shareholder during the whole time
of the meeting. The original stock transfer books shall be prima facie
evidence as to who are the Shareholders entitled to examine such list
or transfer books or to vote at any meeting of Shareholders.
Failure to comply with the requirements of this section shall
not affect the validity of any action' taken at such meeting.
Section 5.08. QUORUM OF SHAREHOLDERS, VOTE. A majority of the
shares entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of Shareholders. If a quorum is
present, except for election of Directors which shall be by plurality,
the affirmative vote of the majority of the shares represented at the
meeting and entitled to vote on the subject
6
<PAGE> 8
shall be the act of the Shareholders, unless the vote of a greater
number or voting by classes is required by the laws of this state or
the Articles of Incorporation. Shares shall not be counted to make up
a quorum for a meeting if voting of them at the meeting has been
enjoined or for any reason they cannot be lawfully voted at the
meeting. The Shareholders present at a duly called or held meeting at
which a quorum is present may continue to do business until
adjournment notwithstanding the withdrawal of enough Shareholders to
leave is less than a quorum.
Section 5.09. VOTING OF SHARES. Each outstanding share,
regardless of class, shall be entitled to one vote to each matter
submitted to vote at a meeting of Shareholders, except to the extent
that the voting rights of the shares of any class or classes are
limited or denied by the Articles of Incorporation.
The following shares of the Corporation shall not be allowed
to vote or be counted in determining the total number of outstanding
shares at any given time: (a) shares held in treasury; (b) shares held
by a subsidiary of the Corporation, for this purpose a subsidiary
shall be any corporation in which the Corporation holds a majority of
the outstanding shares.
Section 5.10. PROXIES. A Shareholder may vote either in person
or by proxy executed in writing by the Shareholder or by his duly
authorized attorney in fact. No proxy shall be valid after eleven
months from the date of its execution, unless the proxy specifically
provides a longer length of time for which the proxy is to continue in
force, which in no case shall exceed seven (7) years from the date of
execution. Any Shareholder giving a written consent or his proxy, or
his transferee or personal representative, or their respective
proxies, may revoke the same prior to the time that written consents
of the number of shares required to authorize the proposed action have
been filed with the Secretary of the Corporation, but may not do so
thereafter.
Section 5.11. ADJOURNMENTS. Any Shareholders' meeting, whether
or not a quorum is present, may be adjourned from time to time by the
vote of a majority of the shares, the holders of which are either
present in person or represented by proxy thereat, but, except as
provided in Section 5.12 hereof, in the absence of a quorum no other
business may be transacted at such meeting. When a meeting is
adjourned for thirty days or more, notice of the adjourned meeting
shall be given as in the case of an original special meeting. Save as
aforesaid, it shall not be necessary to give any notice of the time
and place of the adjourned meeting or of the business to be transacted
thereat other than by announcement at the meeting at which such
adjournment is taken.
Section 5.12. ACTION WITHOUT A MEETING. Any action required to
be taken at a meeting of the Shareholders of the Corporation, or any
action that may be taken at a meeting of the
7
<PAGE> 9
Shareholders, may be taken without a meeting if a consent in writing
setting forth the action so taken shall be signed by all of the
Shareholders entitled to vote with respect to the subject matter
thereof. This consent shall have the same effect as a unanimous vote
of Shareholders and may be stated as such in any articles or document
filed with Secretary of State.
Section 5.13. ORDER OF BUSINESS. The order of business at all
meetings of the Shareholders shall be as follows: (1) Roll call; (2)
proof of notice of meeting or waiver of notice; (3) reading of minutes
of preceding meeting; (4) reports of officers; (5) reports of
committees; (6) election of directors; (7) unfinished business; and
(8) new business.
ARTICLE VI
THE BOARD OF DIRECTORS
Section 6.01. NUMBER AND QUALIFICATIONS. The business and
affairs of the Corporation shall be managed by a Board of not less
than three (3) Directors nor more than five (5) Directors, unless the
Corporation has less than three shareholders entitled to vote for the
election of directors, then, the Corporation may have a minimum number
of directors equal to these shareholders who need not be residents of
this state and these shareholders need have no other qualifications.
The number of Directors may be increased from time to time by
amendment of this section.
Section 6.02. EXERCISE OF CORPORATE POWER. The business and
affairs of the Corporation shall be managed by the Board of Directors.
Section 6.03. TERM. The term of each Director shall begin
immediately on his election and shall continue until the date set
under these By-Laws for the next annual meeting of the Shareholders.
Each Director shall hold office for the term for which he is elected
and until his successor shall have been elected and qualified.
Section 6.04. ELECTIONS. At each annual meeting the
Shareholders shall elect Directors, provided that if for any reason
said annual meeting or an adjournment thereof is not held or the
Directors are not elected thereat, then the Directors may be elected
at any special meeting of the Shareholders called and held for that
purpose.
Section 6.05. VACANCIES. A vacancy or vacancies in the Board
of Directors shall exist in case of the death, resignation or removal
of any Directors, or if the authorized number of Directors is
increased, or if the Shareholders fail, at any annual or special
meeting at which any Director is elected, to elect the full authorized
number of Directors to be voted for at the meeting.
8
<PAGE> 10
Also, the Board of Directors may declare vacant the office of a
Director if he is found to be of unsound mind by an order of a court
of competent jurisdiction or convicted of a felony or misdemeanor
involving moral turpitude or if, within 60 days after notice of his
election, he does not accept the office either in writing or by
attending a meeting of the Board of Directors. Any vacancy occurring
may be filled by the affirmative vote of majority of the remaining
Directors (or a sole remaining Director) although less than a quorum.
A Director elected to fill a vacancy shall be elected for the
unexpired term of his predecessor in office, of if there was no
predecessor, until the date set under these By-Laws for the next
annual meeting and until his successor is elected. Any vacancy created
by reason of the removal of one or more Directors by the Shareholders
may be filled by election of the Shareholders at the meeting at which
the Director or Directors are removed.
Section 6.06. PLACE OF MEETINGS. Meetings of the Board of
Directors, annual, regular, or special, may be held either within or
without this state.
Section 6.07. ANNUAL MEETINGS. The Board of Directors shall
meet each year immediately after the annual meeting of the
Shareholders, at the registered office of the Corporation, for the
purpose of organization, election of officers, and consideration of
any other business that may properly be brought before the meeting. No
notice of any kind to either old or new members of the Board of
Directors for this annual meeting shall be necessary. The Board of
Directors may provide, by resolution, the time and place for the
holding of additional regular meetings without other notice than such
resolution.
Section 6.08. OTHER MEETINGS - NOTICE. Other meetings of the
Board of Directors may be held upon notice either personally or by
letter, telegram, cable, delivered for transmission or mailing not
later than during the third day immediately preceding the day for the
meeting, upon the call of the President or the Secretary of the
Corporation or any two Directors at any place within or without this
state. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail, addressed to the registered
Shareholder at his address as it appears on the stock transfer books
of the Corporation, with postage thereon prepaid. Notice of any
meeting of the Board of Directors may be waived in writing signed by
the person or persons entitled to the notice, whether before or after
the time of the meeting. Neither the business to be transacted at, nor
the purpose of, any meeting of the Board of Directors need be
specified in the notice or waiver of notice of the meeting. The
attendance of a Director at a meeting shall constitute a waiver of
notice of such meeting. Notice of any adjourned meeting shall not be
required to be given.
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<PAGE> 11
Section 6.09. QUORUM. A majority of the number of Directors
fixed by the By-Laws shall constitute a quorum for the transaction of
business. The act of the majority of the Directors present at a
meeting at which a quorum is present shall be the act of the Board of
Directors unless the act of a greater number is required by statute,
the Articles of Incorporation, or the By-Laws.
Section 6.10. ACTION WITHOUT A MEETING. Any action that may be
taken at a meeting of the Directors or of a committee, may be taken
without a meeting if a consent in writing, setting forth the action so
to be taken, shall be signed by all of the Directors or all of the
members of the committee, as the case may be.
Section 6.11. REMOVAL. By proper action without a meeting or
at a meeting expressly called for that purpose one or more Directors
may be removed: (a) with or without cause by a vote of a majority of
the shares entitled to vote at an election of Directors; or (b) only
for cause by a vote of a majority of the remaining Directors.
Section 6.12. LOANS. The Board of Directors shall have the
following power with respect to the lending of funds:
(a) Loans of Funds, Generally. To lend money in furtherance of
any of the purposes of the Corporation; to invest and reinvest the
funds of the Corporation from time to time; and to take and hold any
property as security for the payment of funds so loaned or invested.
(b) Loans to Employees and Directors. To lend money and use
its credit to assist any employees of the Corporation or of a
subsidiary, including any such employee who is a Director of the
Corporation, if the Board of Directors decides that such loan or
assistance may benefit the Corporation.
Section 6.13. FEES AND COMPENSATION. Directors and members of
the committees may receive such compensation, if any, for their
services, and such reimbursement for expenses, as may be fixed or
determined by resolution of the Board.
Section 6.14. PRESUMPTION OF ASSENT. A Director of the
Corporation who is present at a meeting of the Board of Directors at
which action on any corporate matter is taken shall be presumed to
have assented to the action taken unless his dissent shall be entered
in the minutes of the meeting or unless he shall file his written
dissent to such action with the person acting as the Secretary of the
meeting before the adjournment thereof or shall forward such dissent
by certified or registered mail to the Secretary of the Corporation
immediately after the adjournment of the meeting. Such right of
dissent shall not apply to a Director
10
<PAGE> 12
who voted in favor of such action.
Section 6.15. COMMITTEES. The Board of Directors by resolution
adopted by the majority of the number of Directors fixed by the
By-Laws may designate a committee or committees consisting of not less
than two Directors which committee or committees, to the extent
provided in such resolution, shall have and may exercise all the
authority therein provided; but the designation of such committee or
committees and the delegation thereto of authority shall not operate
to relieve the Board of Directors, or any member thereof, of any
responsibility imposed upon it or him by law.
Section 6.16 RELATED PARTY TRANSACTIONS. No contract or
transaction between the Corporation any person, firm, association or
corporation shall be affected or invalidated by the fact that any one
or more of the Directors of officers of the Corporation is or are
directly or indirectly interested in such contract or transaction or
is a director, officer, stockholder or member, or are directors,
officers, stockholders or members of, or pecuniarily or otherwise
interested in, such other firm, association or corporation. Any and
all Directors of the Corporation who are directors, officers or
stockholders or members of or so interested in any such contract or
transaction of the Corporation may be counted in determining the
presence of a quorum and may vote at any meeting of the Board of
Directors of the Corporation which shall authorize any such contract
or transaction, with like force and effect as if they were not such
officers, directors, stockholders, or members of or interested in such
other firm, association, or corporation, or were not so interested in
such contract, or transaction. No ratification by stockholders or
otherwise of any such contract or transactio shall be necessary. Any
director or directors, individually or jointly, may be a party or
parties to or may be interested in any contract or transaction of the
Corporation or in which the Corporation is interested, and each and
every person who may become a Director of the Corporation is hereby
released from any liability that might otherwise result from
contracting with the Corporation for the benefit of himself or of any
firm, association, or Corporation in which he may be in any way
interested.
ARTICLE VII
OFFICERS
Section 7.01. ELECTION AND QUALIFICATIONS. The officers of
this Corporation shall consist of a President and Chief Executive
Officer, one or more Vice Presidents, a Secretary and a Treasurer,
each of whom shall be elected by the Board of Directors at the meeting
of the Board of Directors next following the annual meeting of the
Shareholders (or at any meeting if an office is vacant) and such other
officers, including a Chairman of the Board
11
<PAGE> 13
of Directors, and assistant officers and agents, as the Board of
Directors shall deem necessary, who shall be elected and shall hold
their offices for such terms as the Board of Directors may prescribe.
Any two or more offices may be held by the same person except those of
President or Secretary. Any Vice President, Assistance Treasurer or
Assistant Secretary, respectively, may exercise any of the powers of
the President, the Treasurer, or the Secretary, respectively, as
directed by the Board of Directors and shall perform such other duties
as are imposed upon him by the By-Laws or the Board of Directors.
Section 7.02. TERM OF OFFICE AND COMPENSATION. The term of
office and salary of each of said officers and the manner and time of
the payment of such salaries shall be fixed and determined by the
Board of Directors and may be altered by said Board from time to time
at its pleasure.
Section 7.03. REMOVAL AND VACANCIES. Any officer of the
Corporation may be removed by the Board of Directors at any meeting
whenever in its judgment the best interests of the Corporation will be
served thereby, but such removal shall be without prejudice to the
contract rights, if any, of the person so removed. Election or
appointment of an officer or agent shall not of itself create contract
rights. If any vacancy occurs in any office of the Corporation, the
Board of Directors may elect a successor to fill such vacancy for the
remainder of the unexpired term and until his successor is duly chosen
and qualified.
Section 7.04. CHAIRMAN OF THE BOARD. The Chairman of the Board
of Directors shall have the power to preside at all meetings of the
Board of Directors execute all contracts, deeds, conveyances,
mortgage, leases, obligations, bonds, certificates and other papers
and instruments in writing and shall have such other powers and shall
be subject to such other duties as the Board of Directors may from
time to time prescribe.
Section 7.05. THE PRESIDENT AND CHIEF EXECUTIVE OFFICER.
Subject to the control of the Board of Directors the President and
Chief Executive Officer shall:
(a) be the chief executive officer and shall have active
executive management of the operations of the Corporation;
(b) have power to call and preside at all meetings of
Shareholders, discharge all the duties that devolve upon a presiding
officer, and perform such other duties as the By-Laws provide or the
Board of Directors may prescribe;
(c) have full authority to execute powers of attorney
appointing other corporations, partnerships, or individuals the agent
of the Corporation;
(d) in behalf of the Corporation to execute all
12
<PAGE> 14
contracts, deeds, conveyances, mortgage, leases, obligations, bonds,
certificates and other papers and instruments in writing which have
been authorized by the Board of Directors or which, in the judgment of
the President, should be executed on behalf of the Corporation and do
not require such authorization;
(e) sign certificates for shares of stock of the Corporation;
and
(f) have general charge of the property of the Corporation and
to supervise and control all officers, agents and employees of the
Corporation.
Section 7.06. THE VICE PRESIDENT. The Vice President or one of
the Vice Presidents shall perform all duties incumbent upon the
President during the disability of the President, and shall perform
such other duties as the By-Laws may provide or the Board of Directors
may prescribe.
Section 7.07. THE SECRETARY.
(a) The Secretary shall attend all meetings of the
Shareholders and of the Board of Directors and shall keep, or cause to
be kept in a book provided for the purpose, a true and complete record
of the proceedings of these meetings, including notice thereof given,
the names of those present, and the number of shares present and
Shareholders' meetings and the proceedings thereof. He shall be
custodian of the records and the seal of the Corporation and see that
the seal is affixed to all documents, the execution of which on behalf
of the Corporation under its seal is duly authorized. He shall attend
to the giving of all notices and shall perform such other duties as
the By-Laws may provide or the Board of Directors may prescribe.
(b) The Secretary shall keep a supply of certificates for
shares of the Corporation, to fill in all certificates issued, and to
make a proper record of each such issuance; provided, that so long as
the Corporation shall have one or more duly appointed and acting
transfer agents of the shares, or any class or series of shares, of
the Corporation, such duties with respect to such shares shall be
performed by such transfer agent or transfer agents.
(c) The Secretary shall transfer upon the share books of the
Corporation any and all shares of the Corporation; provided, that so
long as the Corporation shall have one or more duly appointed and
acting transfer agents of the shares, or any class or series of
shares, of the Corporation, such duties with respect to such shares
shall be performed by such transfer agent or transfer agents, and the
method of transfer of each certificate shall be subject to the
reasonable regulations of the transfer agent to which the certificate
is presented for transfer, and also, if the Corporation then has one
or more duly appointed and acting
13
<PAGE> 15
registrars, to the reasonable regulations of the registrar to which
the new certificate is presented for registration; and provided,
further, that no certificate for shares of stock shall be issued or
delivered or, if issued or delivered, shall have any validity
whatsoever until and unless it has been signed or authenticated.
Section 7.08. THE TREASURER. The Treasurer shall keep correct
and complete records of account, showing accurately at all times the
financial condition of the Corporation. He shall be the legal
custodian of all moneys, notes, securities, and other valuables that
may from time to time come into the possession of the Corporation. He
shall immediately deposit all funds of the Corporation coming into his
hands in some reliable bank or other depository to be designated by
the Board of Directors, and shall keep this bank account in the name
of the Corporation. He shall furnish at meetings of the Board of
Directors, or whenever requested, a statement of the financial
condition of the Corporation, and shall perform such other duties as
the By-Laws may provide or the Board of Directors may prescribe.
Section 7.09. TRANSFER OF AUTHORITY. In case of the absence of
any officer of the Corporation or for any reason that the Board of
Directors may deem sufficient, the Board of Directors may transfer the
powers or duties of that officer to any other officer or to any
Director or employee of the Corporation, provided a majority of the
full Board of Directors concurs.
ARTICLE VIII
LIABILITY AND INDEMNIFICATION
Section 8.01 LIABILITY OF OFFICERS AND DIRECTORS. The Officers
and Directors shall be free from all personal liability for any acts
done on behalf of the corporation, or for any losses incurred or
sustained by the corporation unless the same have occurred through
their willful negligence or willful misconduct.
Section 8.02 INDEMNIFICATION OF DIRECTORS, OFFICERS AND
EMPLOYEES. Directors may authorize the Corporation to pay expenses,
including reasonable attorneys' fees, incurred by, or to satisfy a
judgment or fine rendered or levied against a present or former
Director, officer or employee of the Corporation in an action brought
by a third party against such person (whether or not the Corporation
is joined as a party defendant) to impose a liability or penalty on
such person for an act alleged to have been committed by such person
while a Director, officer or employee, or by the Corporation or by
both; provided, the Board of Directors determines in good faith that
such Director, officer or employee was acting in good faith within
what he reasonably believed to be the scope of his employment or
authority and for a purpose which he reasonably believed to be in the
best interests of the Corporation
14
<PAGE> 16
or its Shareholders. Payments hereunder include amounts paid and
expenses incurred in settling any such action or threatened action.
Section 8.03 PERSONAL LIABILITY. Personal liability of any
director is eliminated to the fullest extent allowed under the laws of
the State of Utah.
ARTICLE IX
VOTING TRUST AGREEMENTS
Section 9.01. VOTING TRUST AGREEMENTS. In the event that the
Trustee or Trustees of any Voting Trust Agreement affecting the stock
of the Corporation shall file with the Secretary of the Corporation an
executed counterpart of any such Voting Trust Agreement, the
Corporation and all Directors and Officers thereof shall be required
to recognize and give effect to the power of the Trustee or Trustees
thereunder.
ARTICLE X
SPECIAL CORPORATE ACTS
Section 10.01. NEGOTIABLE INSTRUMENTS, DEEDS AND CONTRACTS.
All checks, drafts, demands for money and notes of the Corporation,
and all written contracts of the Corporation, shall be signed by such
officer or officers, agent or agents, as the Board of Directors may
from time to time by resolution designate. No officer, agent or
employee of the Corporation shall have power to bind the Corporation
by contract or otherwise unless authorized to do so by these By-Laws
or by the Board of Directors.
Section 10.02. SHARES HELD BY THE CORPORATION. Shares in other
Corporations standing in the name of this Corporation may be voted or
represented and all rights incident thereto may be exercised on behalf
of this Corporation by any officer of this Corporation authorized so
to do by resolution of the Board of Directors.
[SIG]
-----------------------------
Secretary
CERTIFICATE OF SECRETARY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned does hereby certify that the undersigned
is the Secretary of Touch-It, Inc., a corporation duly organized and
existing under and by virtue of the laws of the State
15
<PAGE> 17
of Utah; that the above and foregoing By-Laws of said Corporation were
duly and regularly adopted as such by the Board of Directors of said
Corporation at the first meeting of said Board, which was duly and
regularly held on the 16th day of April, 1992; and that the above and
foregoing By-Laws are now in full force and effect.
DATED effective the 16th day of April, l992.
[SIG]
-----------------------------
Secretary
[Corporate Seal]
16
<PAGE> 1
NOT VALID UNLESS COUNTERSIGNED BY TRANSFER AGENT
INCORPORATED UNDER THE LAWS OF THE STATE OF UTAH
---------------------
CUSIP NO. 379310 10 9
---------------------
NUMBER GLOBAL CYBER SHARES
SPORTS.COM, INC.
AUTHORIZED COMMON STOCK: 100,000,000 SHARES
NO PAR VALUE
THIS CERTIFIES THAT
SPECIMEN
IS THE RECORD HOLDER OF
--Shares of GLOBAL CYBER SPORTS.COM, INC. Common Stock--
transferable on the books of the Corporation in person or by duly authorized
attorney upon surrender of this Certificate properly endorsed. This Certificate
is not valid until countersigned by the Transfer Agent and registered by the
Registrar.
Witness the facsimile seal of the Corporation and the facsimile signatures
of its duly authorized officers.
Dated:
/s/ [SIG] /s/ [SIG]
- ------------------------------ ------------------------------
SECRETARY PRESIDENT
GLOBAL CYBER SPORTS.COM, INC.
CORPORATE
SEAL
UTAH
<TABLE>
<S> <C>
[LOGO] INTERWEST TRANSFER CO. INC. P.O. BOX 17136/SALT LAKE CITY, UTAH 84117 COUNTERSIGNED & REGISTERED
</TABLE>
-------------------------------------------------
COUNTERSIGNED Transfer Agent-Authorized Signature
<PAGE> 2
NOTICE: Signature must be guaranteed by a firm which is a member of a
registered national stock exchange, or by a bank (other than a savings
bank), or a trust company. The following abbreviations, when used in
the inscription on the face of this certificate, shall be construed as
though they were written out in full according to applicable laws or
regulations:
<TABLE>
<S> <C>
TEN COM -- as tenants in common UNIF GIFT MIN ACT--.............Custodian..............
TEN ENT -- as tenants by the entireties (Cust) (Minor)
JT TEN -- as joint tenants with right under Uniform Gifts to Minors
of survivorship and not as Act..............................
tenants in common (State)
Additional abbreviations may also be used though not in the above list.
</TABLE>
For value received, __________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
--------------------------------------
--------------------------------------
-----------------------------------------------------------------------
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING
ZIP CODE, OF ASSIGNEE
-----------------------------------------------------------------------
-----------------------------------------------------------------------
_________________________________________________________________Shares
of the capital stock represented by the within certificate, and do
hereby irrevocably constitute and appoint
_______________________________________________________________Attorney
to transfer the said stock on the books of the within named Corporation
with full power of substitution in the premises.
Dated____________________
------------------------------------------------------------------
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE
NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY
PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATEVER.
SPECIMEN
<PAGE> 1
HEADS OF AGREEMENT
18TH MARCH 1999
This agreement is between Global Cyber Sports.com Inc, 1489 W.Palmetto
Park Road, Suite 497, Boca Raton, Florida 33486, USA
and
TSS&P Ltd, Twickenham Trading Estate, Rugby Road, Twickenham, TW1 1DU,
UK.
TSS&P Ltd is to grant Global Cyber Sports.com Inc the distribution
rights to the Ferrari merchandising for the North American retail
market (USA and Canada) and the Internet, with exception of distri-
bution to Ferrari car dealerships.
All retail distribution for Ferrari products will be subject to prior
approval by TSS&P/Ferrari under the terms of their license agreement.
TSS&P Ltd will sell the merchandise to Global Cyber Sports.com Inc at
the wholesale price less 35%.
TSS&P Ltd agree to supply Global Cyber Sports.com Inc, custom apparel
on a cost +20% basis.
On completion of this agreement Global Cyber Sports.com Inc is to
supply 75,000 shares of Global Cyber Sports.com Inc. stock (144) at a
cost of US$0.076 to TSS&P Ltd.
Signed: /s/ THOMAS ORONTI Date: 29/3/99
----------------------------------- -------------------
Mr Thomas Oronti
Chairman of Global Cyber Sports.com
Signed: /s/ TERENCE MICHAEL CHANDLER Date: 29/3/99
----------------------------------- -------------------
Mr Terence Michael Chandler
TSS&P
<PAGE> 2
HEADS OF AGREEMENT
18 TH MARCH 1999
This agreement is between Global Cyber Sports.com Inc, 1489 W.Palmetto Park
Road. Suite 497, Boca Raton, Florida 33486, USA
and
TSS&P Ltd, Twickenham Trading Estate, Rugby Road, Twickenham, TW1 1DU, UK.
TSS&P Ltd is to grant Global Cyber Sports.com Inc the distribution rights to the
following Licensed Formula 1 apparel for the North American retail market (USA)
and the Internet:
- - Benetton
- - Michael Schumacher
- - Ralf Schumacher
- - Damon Hill
- - Giancarlo Fisichella
- - Eddie Irvine
- - Johnny Herbert
TSS&P Ltd will sell the merchandise to Global Cyber Sports.com Inc at the
wholesale price less 35%.
On completion of this agreement Global Cyber Sports.com Inc is to supply 20,000
shares of Global Cyber Sports.com Inc. stock (144) at a cost of US$0.076 to
TSS&P Ltd.
Signed: /s/ THOMAS ORONTI Date: 29/3/99
------------------------------ ------------------------
Mr Thomas Oronti
Chairman of Global Cyber Sports.com
Signed: /s/ TERENCE MICHAEL CHANDLER Date: 29/3/99
------------------------------ ------------------------
Mr Terence Michael Chandler
TSS&P
<PAGE> 1
AGREEMENT
1. THE PARTIES
This Agreement is made between dezignCom Technology Ltd
("dezignCom") of 5th Floor, Royal London House, Christchurch
Road, Bournemouth, Dorset BH1 3LT, Group 15 ("Group 15") and The
Bloom Family.
Hereinafter known as "the Parties".
2. DEFINITIONS
TSS&P;
3. AGREEMENT
Whereas dezignCom Technology Ltd have Internet related sales
and marketing skills, resources, experience and management
expertise, GCSC require a new management team to take control of
GCSC and develop the necessary infrastructure and brands in
order that GCSC becomes a major global internet business. This
Agreement sets out the commercial terms to enable dezignCom to
be granted full executive management control of GCSC, thereby
empowering dezignCom to effect the necessary changes to the
GCSC business as may be required to achieve the business
rejuvenation.
4. DURATION AND COMMITMENT
It is the stated intention of dezignCom that it commits
wholeheartedly to this engagement and will bring to bear its
reasonable endeavours to achieve the desired transformation
of GCSC and expected results by taking the responsibility for
the management of GCSC. The Proposal (see Schedule 1) sets out
a clear action plan which details how the transformation will
take place, primarily resulting from activity over an initial
3-6 month period. Once the initial results have been achieved,
dezignCom will implement further enhancements and improvements
to the business on a timely basis. It is currently envisaged
that this entire business process will roll out over a 3-5 year
period.
5. ORGANISATION
dezignCom will appoint a new Board of Directors to manage the
affairs of GCSC (see Schedule 1 section 2.2). Over a period of
time, dezignCom reserve the right to appoint new Directors to
the Board who may or may not replace the Board Members
described in Schedule 1 section 2.2.
<PAGE> 2
6. CONSIDERATION
6.1 At the outset of this Agreement, The Bloom Family and Group 15
will transfer 10 (ten) million GCSC shares to the full
ownership of dezignCom, 5 (five) million of which will be from
the "144" issue and 5 (five) million of which will be from the
"504" issue.
6.2 DezignCom may dispose of these shares over a period of time,
the proceeds from which will be the consideration due to
dezignCom for undertaking this Agreement.
6.3 DezignCom will trade the shares in a responsible and careful
fashion so as not to fundamentally disrupt the GCSC business.
This refers also to section 1.1 of the attached schedule 1
6.4 The Bloom Family and Group 15 dispose of their major share
holding in GCSC (ie. 10 (ten) million shares) in return for
dezignCom undertaking all of the activities and efforts set
out in the Proposal (Schedule 1).
7. WORKING CAPITAL
In order to raise the required working capital to undertake
the Proposal (Schedule 1), dezignCom will dispose of up to 2
(two) million shares over the initial 6 month period. These
shares will be sold on a "drip feed" basis so as not to
depress the stock price. In the event that further working
capital be required after this initial period, a Rights Issue
may be proposed by the Board of GCSC and authorized by the
shareholders.
8. TRADING
GCSC, Group 15 and The Bloom Family confirm that;
8.1 GCSC currently owns and operates websites for the purpose of
the electronic trading of Formula I Ferrari, Benetton, and a
number of Formula 1 drivers branded official merchandise. They
also have contract(s) to sell branded Ferrari merchandise and
other merchandise terrestrially in the USA.
8.2 The merchandise is provided to GCSC and its customers by TSS&P
Ltd at concessionary wholesale prices.
8.3 TSS&P Ltd hold the licences from Formula 1 teams and drivers
to sell official Formula 1 merchandise. TSS&P in turn contract
Group 15 for specific merchandising rights. Group 15 in turn
contract with GCSC, currently this contract is the electronic
(via the GCSC websites) and terrestrial (in the USA) sale of
certain Formula 1 merchandise.
9. WARRANTIES - MR. J BLOOM, GROUP 15 AND CCSC
Mr. J Bloom, Group 15 and GCSC warrant the following:
9.1 There are no litigious actions or regulatory investigations
against GCSC either currently or known to be pending or likely
to arise.
9.2 There are no undertakings or court orders affecting GCSC.
2
<PAGE> 3
9.3 That any liabilities facing GCSC will be fully settled prior to
Completion (see Section 10) and that there are no known or
likely extraordinary liabilities which will be presented to
GCSC in the future.
9.4 That Group 15 reasonably expects all current merchandising
licences currently held by TSS&P will be renewed as and when
they expire in the future.
9.5 Group 15 reasonably expects to be awarded further contracts
from TSS&P in the future as a minimum to equate to those
currently in place.
9.6 That given 9.4 and 9.5 above, Group 15 will offer a new
contract to GCSC on the date of Completion (see Section 10)
which will as a minimum offer the same trading opportunities
including product ranges, product quality, product availability
and cost of goods.
9.7 That Group 15 and The Bloom Family know of no lawful
impediment which may prevent dezignCom from trading GCSC shares
to provide working capital for GCSC (either under English Law
or under the Law of the State of the United States that GCSC
is registered in or under SEC Rules).
10. WARRANTIES - DEZIGNCOM TECHNOLOGY LTD
10.1 The new Board of GCSC will warrant to undertake reasonable
endeavours to ensure that the shareholders of GCSC are not
adversely impacted by any actions either criminal,
irresponsible or irrational by any Director, Officer or
employee of GCSC.
10.2 In the remote event that dezignCom ceases trading then the
Principals of dezignCom warrant that they will carry out the
actions set out in this Agreement and the Proposal.
11. COMPLETION
dezignCom will commence with its duties and responsibilities
under this Agreement on a date to be agreed which will
coincide with the delivery of all of the following:
11.1 Transfer of the 10 (ten) million shares to the full ownership of
dezignCom.
11.2 Agreement of a new contract from Group 15 to GCSC.
11.3 Removal of the existing Board of Directors of GCSC.
11.4 Clearance of all existing liabilities attributable to GCSC.
12. GOVERNING LAW
This Agreement shall be subject at all times and in all
respects to the jurisdiction of English Law.
3
<PAGE> 4
The following persons, having full authority and empowerment to enter
into this Agreement on behalf of the Parties and fully agree to the
foregoing terms:
SIGNED ON BEHALF OF DEZIGNCOM TECHNOLOGY LTD
Signature: [SIG]
------------------------------------------
Name: [SIG]
------------------------------------------
Date: 9th November 1999
------------------------------------------
SIGNED ON BEHALF OF GROUP 15 AND THE BLOOM FAMILY
Signature: /s/ Anne Bloom
------------------------------------------
Name: ANNE BLOOM
------------------------------------------
Date: 9th November 1999
------------------------------------------
SIGNED ON BEHALF OF MR. J BLOOM
Signature:
Name:
Date:
