U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED
MARCH 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM
______________ TO ______________
COMMISSION FILE NUMBER: 000-28083
THE MAJESTIC COMPANIES, LTD.
Exact name of registrant as specified in its charter)
Nevada 88-0293171
(State or jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
8880 Rio San Diego Road, 8th Floor, San Diego, California 92108
(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (619) 209-6077
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 Par Value
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the Registrant was required to
file such reports), and (2) been subject to such filing
requirements for the past 90 days. Yes X No .
As of March 31, 2000, the Registrant had 31,974,070 shares
of common stock issued and outstanding.
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION PAGE
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEET AS OF
MARCH 31, 2000 3
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH
31, 2000 AND MARCH 31, 1999 4
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2000
AND MARCH 31, 1999 5
NOTES TO FINANCIAL STATEMENTS 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 9
PART II
ITEM 1. LEGAL PROCEEDINGS 11
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS 11
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 12
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 12
ITEM 5. OTHER INFORMATION 12
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 12
SIGNATURE 13
PART I.
ITEM 1. FINANCAL STATEMENTS.
THE MAJESTIC COMPANIES, LTD.
CONSOLIDATED BALANCE SHEET (Unaudited)
March 31, 2000
ASSETS
Current Assets:
Cash and Equivalents $ 28,110
Accounts Receivable 69,181
Deposits and Other Prepaid Expenses 142,520
Inventory, at Cost 850,147
Total Current Assets 1,089,958
Property and Equipment: At Cost-Net of
Depreciation 635,223
Other Assets:
Intangible Assets 71,143
Total Assets $1,796,324
LIABILITIES AND STOCKHOLDERS EQUITY
Current Liabilities:
Current Maturities of Long Term Debt $ 209,205
Accounts Payable and Accrued Liabilities 1,385,960
Customer Deposits 306,703
Total Current Liabilities 1,901,867
Long Term Debt, Less Current Maturities 615,091
Stockholders' Equity:
Convertible Preferred Stock, Par Value, $0.001
per share 2,000,000 shares authorized; none
issued 0
Common Stock, Par Value $0.001 per Share:
50,000,000 shares authorized,
31,974,070 shares issued and
outstanding at March 31, 2000 31,974
Additional Paid-In Capital 7,267,625
Accumulated Deficit (8,020,233)
Shareholders' Equity (720,634)
Total Liabilities and Equity $1,796,324
See Accompanying Notes to Unaudited Financial Statement
THE MAJESTIC COMPANIES
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
Three Months Three Months
Ended Ended
March 31, 2000 March 31, 1999
Net Sales $ 63,241 $1,290,046
Cost of Goods Sold 52,804 1,278,500
Gross Profit 10,437 11,546
Operating Expenses:
Research and Development 23,530 42,325
Sales and Marketing 1,931 19,885
General and Administrative 1,132,934 1,159,062
Depreciation & Amortization 14,931 17,475
Total Operating Costs 1,173,326 1,238,747
Interest Expense 22,769 3,450
Income Before Income Taxes (1,185,658) (1,230,650)
Income Tax Expense - -
Net Income $(1,185,658) $(1,230,650)
Loss Per Common Share
(Basic and Diluted) $(0.04) $(0.06)
Weighted Average Common 29,201,848 20,117,735
Shares Outstanding
See Accompanying Notes to Unaudited Financial Statement
THE MAJESTIC COMPANIES, LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
Three Months Three Months
Ended Ended
March 31, 2000 March 31, 1999
Cash Flows from Operating Activities
Net Loss for the Year $(1,185,658) $(1,230,650)
Adjustments to Reconcile Net Earnings
(Loss) to Net Cash Provided By Operating
Activities:
Common Stock Issued in Connection with
Services Rendered 739,600 275,000
Write Down in Value of Asset - -
Depreciation and Amortization 14,931 17,475
(Increase) Decrease in:
Accounts Receivables - 119,262
Prepaid Expenses and Other (87,871) 1,500
Inventory (350,572) 907,302
Increase(Decrease) in:
Accounts Payable and Accrued
Expenses, net 186,906 173,800
Customers Deposits 20,528 (800,526)
Net Cash (used) Provided by Operating
Activities (662,136) (536,837)
Cash Flows Used in Investing Activities:
Capital Expenditures, Net of Disposals (8,044) (206,284)
Net Cash Used in Investing Activities (8,044) (206,284)
Cash Flows Used in Financing Activities:
Proceeds from Sale of Common Stock, Net
of Costs - 343,000
Proceeds from Loans 1,614,820 286,680
Repayments of Loans, Net (921,500) (12,866)
Net Cash, Provided (Used) in
Financing Activities 693,320 616,814
Net (Decrease) Increase in Cash
and Equivalents 23,140 (126,307)
Cash and Equivalents at Beginning of Year 4,970 305,639
Cash and Equivalents at End of Year 28,110 179,332
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash Paid During the Year for Interest 22,769 -
Common Stock Issued for Services 739,600 275,000
Common Stock Issued for Capital
Expenditures - 201,756
Notes Incurred for Capital Assets Acquired - -
NONCASH FINANCING ACTIVITIES
Issuance of Common Stock In Exchange for Debt 863,000 -
See Accompanying Notes to Unaudited Financial Statement
THE MAJESTIC COMPANIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE A - SUMMARY OF ACCOUNTING POLICIES
General
The accompanying unaudited consolidated financial statements have
been prepared in accordance with the instructions to Form 10-QSB,
and therefore, do not include all the information necessary for a
fair presentation of financial position, results of operations
and cash flows in conformity with generally accepted accounting
principles.
In the opinion of management, all adjustments (consisting of
normal recurring accruals) considered necessary for a fair
presentation have been included. Operating results for the three
month period ended March 31,2000 are not necessarily indicative
of the results that may be expected for the year ended December
31, 2000. The unaudited condensed consolidated financial
statements should be read in conjunction with the consolidated
financial statements and footnotes thereto included in the
Registrant's December 31, 1999 Annual Report on Form 10-KSB.
Basis of Presentation
The consolidated financial statements include the accounts of the
Registrant, and its wholly-owned subsidiaries, Majestic Modular
Buildings, Ltd., Majestic Financial, Ltd., and Majestic
Transportation, Ltd. Significant intercompany transactions have
been eliminated in consolidation.
Segment Information
During 2000 and 1999, the Registrant operated in three reportable
segments: Majestic Modular, Majestic Financial and Majestic
Transportation. The Registrant's three reportable segments are
managed separately based on fundamental differences in their
operations.
Majestic Modular develops, manufactures and markets re-locatable
modular classrooms, offices, office buildings, telephone
equipment bunkers and modular structures. Majestic Modular's
customers are primarily in the State of California.
Majestic Financial originates and services modular building
leases. Majestic Financial's customers are primarily in the State
of California.
Majestic Transportation is developing and marketing a proprietary
passenger restraint system for the school bus industry. While
Majestic Transportation is in the developmental stage and has not
reported sales from its inception, the Registrant believes its
products will be sold to customers throughout North America.
Segment operating income is total segment revenue reduced by
operating expenses identifiable with that business segment.
Corporate includes general corporate administrative costs.
The Registrant evaluates performance and allocates resources
based upon operating income. The accounting policies of the
reportable segments are the same as those described in the
summary of accounting policies. There are no inter-segment
sales.
THE MAJESTIC COMPANIES, LTD.
INDUSTRY SEGMENTS
(Unaudited)
Three Months Ended
31-Mar
Net Sales to ExternalCustomers 2000 1999
Modular Buildings $ 53,056 $1,286,613
Leases 10,038 3,433
Transport - -
All Other 148 536
Total Sales to External Customers 63,241 1,290,582
Segment Operating Income
Modular Buildings (228,527) (345,122)
Leases 5,282 1,450
Transport (46,419) (67,325)
All Other - -
Total Segment Operating Income (269,664) (410,997)
2000 1999
March 31 December 31
Segment Assets
Modular Buildings 1,413,643 1,041,325
Leases 217,453 222,531
Transport 53,114 56,217
All Other - -
Total Segment Assets 1,684,210 1,320,073
Three Months Ended
31-Mar
Operating Income 2000 1999
Total Segment Operating Income (269,664) (410,997)
Unallocated Corporate (Expense) (915,994) (573,416)
Total Consolidated Operating
Income $(1,185,658) (984,413)
2000 1999
31-Mar 31-Dec
Assets
Total Segment Assets 1,684,210 1,320,073
Corporate Assets Not Assigned to
Operating Units 112,114 27,166
Total Consolidated Assets 1,796,324 1,347,239
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
The following discussion should be read in conjunction with the
Registrant's Consolidated Financial Statements and Notes thereto,
included elsewhere within this Form 10-QSB.
Description of Registrant.
The Registrant engages in the business of manufacturing, leasing
and selling modular structures such as classrooms, office
buildings, medical facilities and telecommunication equipment
shelters by its subsidiary, Majestic Modular Buildings, Ltd.,
and, the acquisition and lease of modular buildings by its
subsidiary, Majestic Financial, Ltd. Additionally, the Registrant
has developed and is in the process of marketing a school bus
safety restraint device known as the SAFE-T-BAR(R) through its
third subsidiary, Majestic Transportation Products, Ltd. A full
description of the Companies subsidiaries are in the Registrant's
1999 10 KSB.
Three Months Ended March 31, 2000 and 1999.
NET SALES. Net sales for the three months ended March 31,
2000 were $63,241, a ninety-five percent decrease from $1,290,046
for the same period in 1999. The modular division accounted for
$53,056 of the first quarter sales in 2000, and, for $1,286,613
in for the same period in 1999. This decrease can be attributed
to the modular division's completion and recognition of $873,000
of Work-In-Progress in the first quarter of 1999. At quarter end
March 31, 2000, the modular division had $766,107 in Work-In-
Progress. Lease sales accounted for $10,038 as of March 31, 2000
compared to $3,433 for the same period in 1999. This was a
result of the lease fleet acquired in the first quarter of 1999.
COST OF SALES. Cost of sales decreased by ninety-six
percent to $52,804 through March 31, 2000 from $1,278,500 in the
same period 1999. Once again, the decrease can be attributed
primarily to sales and cost recognition of $873,000 worth of
Work-In-Progress for the same period in 1999. Cost of sales was
made up of the modular division operations that have been
improved by the acquisition of manufacturing equipment such as, a
panel roll-former and spray-booth.
RESEARCH AND DEVELOPMENT. Research and Development expenses
decreased to $23,250 through the period March 2000 from $43,325
in the same period 1999. The decrease is the result of reduced
consulting fees related to ongoing development projects.
SELLING AND MARKETING. Selling and marketing expenses
decreased ninety percent from $19,885, for the period ending
March 31, 1999, to $1,931, for the same period in 2000. This is
a result of a reduction in corporate and modular selling and
marketing expenses, as well as, scheduling of transportation
selling and marketing activities after first quarter 2000.
GENERAL AND ADMINISTRATIVE. General and Administrative
expenses decreased slightly from $1,159,062 for the period ending
March 31, 1999 to $1,132,934 for the same period in 2000.
General and Administrative expenses consisted largely of
corporate consulting fees of $663,000 paid in shares for the
period ending March 31, 2000.
OTHER EXPENSES. Other expenses for depreciation decreased
from $17,475 for the period ending March 31, 1999 to $14,931 for
the same period ending March 31, 2000. Interest expense
increased nearly seven-fold from $3,450 for the period ending
March 31, 1999 to $22,769 for the same period in 2000. The
marked increase is reflective of the Registrant's acquisition of
debt financing in 1999 and 2000.
Liquidity And Capital Resources.
As of March 31, 2000, the Registrant had a working capital
deficit of $ 811,909 compared to a deficit of $ 1,457,573 at
December 31, 1999, an increase in working capital of $ 645,664.
The increase in working capital was due to the Registrant
reducing its reliance on short term borrowings to meet current
obligations during the first three months of 2000 as compared to
the same period in 1999 and an increase in Inventory and Work-In-
Progress.
As a result of the Registrant's operating losses during the three
months ended March 31, 2000 and 1999, the Registrant generated
cash flow deficits of $662,136 in 2000 as compared to a deficit
of $536,837 in 1999 from operating activities. The Registrant
met its cash requirements during the first three months of 2000
through loan proceeds of $1,614,820 from private sources.
While the Registrant has raised capital to meet its working
capital and financing needs in the past, additional financing is
required in order to meet the Registrant's current and projected
cash flow deficits from operations. The Registrant is seeking
financing in the form of equity in order to provide the necessary
working capital. The Registrant currently has no commitments for
financing. There are no assurances the Registrant will be
successful in raising the funds required.
The Registrant has issued shares of its Common Stock from time to
time in the past to satisfy certain obligations, and expects in
the future to also acquire certain services, satisfy indebtedness
and/or make acquisitions utilizing authorized shares of the
capital stock of the Registrant.
Capital Expenditures.
No material capital expenditures were made during the quarter
ended on March 31, 2000.
Year 2000 Issue.
The Year 2000 issue arises because many computerized systems
use two digits rather than four to identify a year. Date
sensitive systems may recognize the year 2000 as 1900 or some
other date, resulting in errors when information using the year
2000 date is processed. In addition, similar problems may arise
in some systems which use certain dates in 1999 to represent
something other than a date. The effects of the Year 2000 issue
may be experienced after January 1, 2000, and if not addressed,
the impact on operations and financial reporting may range from
minor errors to significant system failure which could affect the
Registrant's ability to conduct normal business operations. This
creates potential risk for all companies, even if their own
computer systems are Year 2000 compliant. It is not possible to
be certain that all aspects of the Year 2000 issue affecting the
Registrant, including those related to the efforts of customers,
suppliers, or other third parties, will be fully resolved.
The Registrant currently believes that its systems are Year 2000
compliant in all material respects. Although management is not
aware of any material operational issues or costs associated with
preparing its internal systems for the Year 2000, the Registrant
may experience serious unanticipated negative consequences (such
as significant downtime for one or more of its suppliers) or
material costs caused by undetected errors or defects in the
technology used in its internal systems. Furthermore, the
purchasing patterns of consumers may be affected by Year 2000
issues. The Registrant does not currently have any information
about the Year 2000 status of its potential material suppliers.
The Registrant's Year 2000 plans are based on management's best
estimates.
Forward Looking Statements.
The foregoing Management's Discussion and Analysis contains
"forward looking statements" within the meaning of Rule 175 of
the Securities Act of 1933, as amended, and Rule 3b-6 of the
Securities Act of 1934, as amended, including statements
regarding, among other items, the Registrant's business
strategies, continued growth in the Registrant's markets,
projections, and anticipated trends in the Registrant's business
and the industry in which it operates. The words "believe,"
"expect," "anticipate," "intends," "forecast," "project," and
similar expressions identify forward-looking statements. These
forward-looking statements are based largely on the Registrant's
expectations and are subject to a number of risks and
uncertainties, certain of which are beyond the Registrant's
control. The Registrant cautions that these statements are
further qualified by important factors that could cause actual
results to differ materially from those in the forward looking
statements, including, among others, the following: reduced or
lack of increase in demand for the Registrant's products,
competitive pricing pressures, changes in the market price of
ingredients used in the Registrant's products and the level of
expenses incurred in the Registrant's operations. In light of
these risks and uncertainties, there can be no assurance that the
forward-looking information contained herein will in fact
transpire or prove to be accurate. The Registrant disclaims any
intent or obligation to update "forward looking statements."
PART II.
ITEM 1. LEGAL PROCEEDINGS.
The Registrant is not a party to any material pending legal
proceedings and, to the best of its knowledge, no such action by
or against the Registrant has been threatened.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
Not Applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Reports on Form 8-K. No reports on Form 8-K were filed
during the three month period covered this Form 10-QSB.
(b) Exhibits. Exhibits included or incorporated by
reference herein: See Exhibit Index.
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
The Majestic Companies, Ltd.
Dated: May 12, 2000 By: /s/ Francis A. Zubrowski
Francis A. Zubrowski, President
EXHIBIT INDEX
Exhibit No. Description
2.1 Agreement and Plan of Merger between Skytex International,
Inc., and The Majestic Companies, Ltd., dated October 8, 1998
(incorporated by reference to Exhibit 8.1 to the Form 10-SB/A
filed on February 8, 2000).
2.2 First Amendment to Agreement and Plan of Merger between
Skytex International, Inc., and The Majestic Companies, Ltd.,
dated December 10,1998 (incorporated by reference to Exhibit 8.2 to the
Form 10-SB/A filed on February 8, 2000).
2.3 State of Delaware Certificate of Merger of Domestic Corporation and
Foreign Corporation, dated December 16, 1998 (incorporated by
reference to Exhibit 8.3 to the Form 10-SB/A filed on February 8,
2000).
2.4 Articles of Merger of Domestic and Foreign Corporations into Skytex
International, Inc., dated November 3, 1998 (incorporated by
reference to Exhibit 8.4 to the Form 10-SB/A filed on February 8,
2000).
3.1 Articles of Incorporation of , including all amendments
thereto (incorporated by reference to Exhibit 2.1 to the Form 10-
SB/A filed on February 8, 2000).
3.2 Amended and Restated Bylaws (incorporated by reference
to Exhibit 2.2 to the Form 10-SB/A filed on February 8, 2000).
4 Warrants to purchase 100,000 shares of the Registrant,
owned by Margaret C. Hubard expiring August 27, 2001 and executed
on August 27, 1999 (incorporated by reference to Exhibit 6.16 to
the Form 10-SB/A filed on February 8, 2000).
10.1 Office Lease between Majestic Motor Car Company, Ltd.
and Mission Valley Business Center LLC, dated December 31, 1997
(incorporated by reference to Exhibit 6.1 to the Form 10-SB/A
filed on February 8, 2000).
10.2 Real Property Lease between Majestic Modular Buildings,
Ltd. and Berberian Farms, dated May 1, 1998 (incorporated by
reference to Exhibit 6.2 to the Form 10-SB/A filed on February 8,
2000).
10.3 Equipment Lease between Majestic Modular Buildings,
Ltd. and Saddleback Financial, dated August 10, 1999
(incorporated by reference to Exhibit 6.3 to the Form 10-SB/A
filed on February 8, 2000).
10.4 Lease/Purchase Agreement between the Registrant and A-Z
Bus Sales, Inc., dated August 31, 1999 (incorporated by reference
to Exhibit 6.4 to the Form 10-SB/A filed on February 8, 2000).
10.5 Employment Agreement between the Registrant and Francis
A. Zubrowski, dated November 1, 1998 (incorporated by reference
to Exhibit 6.5 to the Form 10-SB/A filed on February 8, 2000).
10.6 Assignment by Mei Wah Company, Inc. Note of $260,000 to
Gail E.Bostwick, dated April 8, 1999 (incorporated by reference to
Exhibit 6.6 to the Form 10-SB/A filed on February 8, 2000).
10.7 Security Agreement between the Registrant and Gail E.
Bostwick, dated May 21, 1999 (incorporated by reference to
Exhibit 6.7 to the Form 10-SB/A filed on February 8, 2000).
10.8 License Agreement dated April 22, 1998, between
Majestic Modular Buildings, Ltd., Steven D. Rosenthal, and Cal-
American Building Company, Inc., dated April 22, 1998
(incorporated by reference to Exhibit 6.8 to the Form 10-SB/A
filed on February 8, 2000).
10.9 Promissory Note payable to Margaret C. Hubard by the
Registrant and Majestic Transportation Products, Ltd., dated
August 27, 1999 (incorporated by reference to Exhibit 6.9 to the
Form 10-SB/A filed on February 8, 2000).
10.10 Agreement for a Funding Source between Majestic Modular
Buildings, Ltd. and Rick Griffey, dated May 21, 1999
(incorporated by reference to Exhibit 6.11 to the Form 10-SB/A
filed on February 8, 2000).
10.11 Patent License Agreement between Majestic Motor Car
Company, Ltd. and Adrian P. Corbett, dated February 20, 1998
(incorporated by reference to Exhibit 6.12 to the Form 10-SB/A
filed on February 8, 2000).
10.12 Promissory Note payable from Skytex International, Inc.
to Mei Wah Company, Inc., dated October 1, 1998 (incorporated by
reference to Exhibit 6.13 to the Form 10-SB/A filed on February
8, 2000).
10.13 Consulting Agreement between The Majestic Companies,
Ltd. and Venture Consultants, LLC, dated May 28, 1999
(incorporated by reference to Exhibit 6.14 to the Form 10-SB/A
filed on February 8, 2000).
10.14 Investment Banking Services Agreement between the
Registrant and NC Capital Markets, Inc. dated September 29, 1999
(incorporated by reference to Exhibit 6.15 to the Form 10-SB/A
filed on February 8, 2000).
10.15 Security Agreement between The Majestic Companies,
Ltd., Majestic Transportation Products, Ltd., and Margaret C.
Hubard, August 26, 1999 (incorporated by reference to Exhibit
6.17 to the Form 10-SB/A filed on February 8, 2000)
10.16 Disbursement Agreement between The Majestic Companies,
Ltd., Majestic Transportation Products, Ltd., and Margaret C.
Hubard, dated August 26, 1999 (incorporated by reference to
Exhibit 6.18 to the Form 10-SB/A filed on February 8, 2000).
10.17 Promissory Note between the Registrant and Francis A.
Zubrowski, dated October 20, 1999 (incorporated by reference to
Exhibit 6.19 to the Form 10-SB/A filed on February 8, 2000).
10.18 Consulting Services Agreement between the Registrant
and Richard Nuthmann, dated February 5, 2000 (see below).
10.19 Consulting Services Agreement between the Registrant
and Robert Schuster, dated February 8, 2000 (see below).
10.20 Consulting Services Agreement between the Registrant
and Dominic Migliorini, dated February 15, 2000 (see below).
27 Financial Data Schedule (see below).
CONSULTING SERVICES AGREEMENT
This Consulting Agreement ("Agreement"), dated February 5, 2000,
is made by and between Richard Nuthmann, an individual
("Consultant"), whose address is 3402 Bimini Lane, #3F, Coconut
Creek, Florida 33066, and The Majestic Companies, Ltd., a Nevada
corporation ("Client"), having its principal place of business at
8880 Rio San Diego Road, 8th Floor, San Diego, California 92108.
WHEREAS, Consultant has knowledge and expertise in the area of
debt restructuring;
WHEREAS, Consultant desires to be engaged by Client to provide
information, evaluation and consulting services to the Client in
his area of knowledge and expertise on the terms and subject to
the conditions set forth herein;
WHEREAS, Client is a publicly held corporation with its common
stock shares trading on the Over the Counter Bulletin Board under
the ticker symbol "MJXC," and desires to further develop its
business and increase it's common stock share's value by
restructuring certain debt involving the Client; and
WHEREAS, Client desires to engage Consultant to provide
information, evaluation and consulting services to the Client in
his area of knowledge and expertise on the terms and subject to
the conditions set forth herein.
NOW, THEREFORE, in consideration for those services Consultant
provides to Client, the parties agree as follows:
1. Services of Consultant.
Consultant agrees to perform for the Client all services and
consulting related to debt restructuring.
2. Consideration.
Client agrees to pay Consultant, as his fee and as consideration
for services provided, One Million Seven Hundred Thousand
(1,700,000) shares of S-8 free trading common stock in Client.
Shares are due and payable immediately upon the effectiveness of
the Form S-8 Registration Statement with the U.S. Securities and
Exchange Commission and with any appropriate states securities
administrator.
3. Confidentiality.
Each party agrees that during the course of this Agreement,
information that is confidential or of a proprietary nature may
be disclosed to the other party, including, but not limited to,
product and business plans, software, technical processes and
formulas, source codes, product designs, sales, costs and other
unpublished financial information, advertising revenues, usage
rates, advertising relationships, projections, and marketing data
("Confidential Information"). Confidential Information shall not
include information that the receiving party can demonstrate (a)
is, as of the time of its disclosure, or thereafter becomes part
of the public domain through a source other than the receiving
party, (b) was known to the receiving party as of the time of its
disclosure, (c) is independently developed by the receiving party
or (d) is subsequently learned from a third party not under a
confidentiality obligation to the providing party.
4. Late Payment.
Client shall pay to Consultant all fees within fifteen (15) days
of the due date. Failure of Client to finally pay any fees within
fifteen (15) days after the applicable due date shall be deemed a
material breach of this Agreement, justifying suspension of the
performance of the "Services" provided by Consultant, will be
sufficient cause for immediate termination of this Agreement by
Consultant. Any such suspension will in no way relieve Client
from payment of fees, and, in the event of collection
enforcement, Client shall be liable for any costs associated with
such collection, including, but not limited to, legal costs,
attorneys' fees, courts costs, and collection agency fees.
5. Indemnification.
(a) Client.
Client agrees to indemnify, defend, and shall hold harmless
Consultant and /or his agents, and to defend any action brought
against said parties with respect to any claim, demand, cause of
action, debt or liability, including reasonable attorneys' fees
to the extent that such action is based upon a claim that: (i) is
true, (ii) would constitute a breach of any of Client's
representations, warranties, or agreements hereunder, or (iii)
arises out of the negligence or willful misconduct of Client, or
any Client Content to be provided by Client and does not violate
any rights of third parties, including, without limitation,
rights of publicity, privacy, patents, copyrights, trademarks,
trade secrets, and/or licenses.
(b) Consultant.
Consultant agrees to indemnify, defend, and shall hold harmless
Client, its directors, employees and agents, and defend any
action brought against same with respect to any claim, demand,
cause of action, debt or liability, including reasonable
attorneys' fees, to the extent that such an action arises out of
the gross negligence or willful misconduct of Consultant.
(c) Notice.
In claiming any indemnification hereunder, the indemnified party
shall promptly provide the indemnifying party with written notice
of any claim, which the indemnified party believes falls within
the scope of the foregoing paragraphs. The indemnified party may,
at its expense, assist in the defense if it so chooses, provided
that the indemnifying party shall control such defense, and all
negotiations relative to the settlement of any such claim. Any
settlement intended to bind the indemnified party shall not be
final without the indemnified party's written consent, which
shall not be unreasonably withheld.
6. Limitation of Liability.
Consultant shall have no liability with respect to Consultant's
obligations under this Agreement or otherwise for consequential,
exemplary, special, incidental, or punitive damages even if
Consultant has been advised of the possibility of such damages.
In any event, the liability of Consultant to Client for any
reason and upon any cause of action, regardless of the form in
which the legal or equitable action may be brought, including,
without limitation, any action in tort or contract, shall not
exceed ten percent (10%) of the fee paid by Client to Consultant
for the specific service provided that is in question.
7. Termination and Renewal.
(a) Term.
This Agreement shall become effective on the date appearing next
to the signatures below and terminate one (1) year thereafter.
Unless otherwise agreed upon in writing by Consultant and Client,
this Agreement shall not automatically be renewed beyond its
Term.
(b) Termination.
Either party may terminate this Agreement on thirty (30) calendar
days written notice, or if prior to such action, the other party
materially breaches any of its representations, warranties or
obligations under this Agreement. Except as may be otherwise
provided in this Agreement, such breach by either party will
result in the other party being responsible to reimburse the non-
defaulting party for all costs incurred directly as a result of
the breach of this Agreement, and shall be subject to such
damages as may be allowed by law including all attorneys' fees
and costs of enforcing this Agreement.
(c) Termination and Payment.
Upon any termination or expiration of this Agreement, Client
shall pay all unpaid and outstanding fees through the effective
date of termination or expiration of this Agreement. And upon
such termination, Consultant shall provide and deliver to Client
any and all outstanding services due through the effective date
of this Agreement.
8. Miscellaneous.
(a) Independent Contractor.
This Agreement establishes an "independent contractor"
relationship between Consultant and Client.
(b) Rights Cumulative; Waivers.
The rights of each of the parties under this Agreement are
cumulative. The rights of each of the parties hereunder shall
not be capable of being waived or varied other than by an express
waiver or variation in writing. Any failure to exercise or any
delay in exercising any of such rights shall not operate as a
waiver or variation of that or any other such right. Any
defective or partial exercise of any of such rights shall not
preclude any other or further exercise of that or any other such
right. No act or course of conduct or negotiation on the part of
any party shall in any way preclude such party from exercising
any such right or constitute a suspension or any variation of any
such right.
(c) Benefit; Successors Bound.
This Agreement and the terms, covenants, conditions, provisions,
obligations, undertakings, rights, and benefits hereof, shall be
binding upon, and shall inure to the benefit of, the undersigned
parties and their heirs, executors, administrators,
representatives, successors, and permitted assigns.
(d) Entire Agreement.
This Agreement contains the entire agreement between the parties
with respect to the subject matter hereof. There are no
promises, agreements, conditions, undertakings, understandings,
warranties, covenants or representations, oral or written,
express or implied, between them with respect to this Agreement
or the matters described in this Agreement, except as set forth
in this Agreement. Any such negotiations, promises, or
understandings shall not be used to interpret or constitute this
Agreement.
(e) Assignment.
Neither this Agreement nor any other benefit to accrue hereunder
shall be assigned or transferred by either party, either in whole
or in part, without the written consent of the other party, and
any purported assignment in violation hereof shall be void.
(f) Amendment.
This Agreement may be amended only by an instrument in writing
executed by all the parties hereto.
(g) Severability.
Each part of this Agreement is intended to be severable. In the
event that any provision of this Agreement is found by any court
or other authority of competent jurisdiction to be illegal or
unenforceable, such provision shall be severed or modified to the
extent necessary to render it enforceable and as so severed or
modified, this Agreement shall continue in full force and effect.
(h) Section Headings.
The Section headings in this Agreement are for reference purposes
only and shall not affect in any way the meaning or
interpretation of this Agreement.
(i) Construction.
Unless the context otherwise requires, when used herein, the
singular shall be deemed to include the plural, the plural shall
be deemed to include each of the singular, and pronouns of one or
no gender shall be deemed to include the equivalent pronoun of
the other or no gender.
(j) Further Assurances.
In addition to the instruments and documents to be made,
executed and delivered pursuant to this Agreement, the parties
hereto agree to make, execute and deliver or cause to be made,
executed and delivered, to the requesting party such other
instruments and to take such other actions as the requesting
party may reasonably require to carry out the terms of this
Agreement and the transactions contemplated hereby.
(k) Notices.
Any notice which is required or desired under this Agreement
shall be given in writing and may be sent by personal delivery or
by mail (either a. United States mail, postage prepaid, or b.
Federal Express or similar generally recognized overnight
carrier), addressed as follows (subject to the right to designate
a different address by notice similarly given):
To Client:
Francis A, Zubrowski, President
The Majestic Companies, Ltd.
8880 Rio San Diego Road, 8th Floor
San Diego, California 92108
To Consultant:
Richard Nuthmann
3402 Bimini Lane, #3F
Coconut Creek, Florida 33066
(l) Governing Law.
This Agreement shall be governed by the interpreted in accordance
with the laws of the State of California without reference to its
conflicts of laws rules or principles. Each of the parties
consents to the exclusive jurisdiction of the federal courts of
the State of California in connection with any dispute arising
under this Agreement and hereby waives, to the maximum extent
permitted by law, any objection, including any objection based on
forum non coveniens, to the bringing of any such proceeding in
such jurisdictions.
(m) Consents.
The person signing this Agreement on behalf of each party
hereby represents and warrants that he has the necessary power,
consent and authority to execute and deliver this Agreement on
behalf of such party.
(n) Survival of Provisions.
The representations and warranties contained in Article VIII
of this Agreement and any liability of one Constituent
Corporation to the other for any default under the provisions of
Articles VII or VIII of this Agreement, shall expire with, and be
terminated and extinguished by, the merger under this Agreement
on the Effective Date.
(o) Execution in Counterparts.
This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original and all
of which together shall constitute one and the same agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement
to be executed and have agreed to and accepted the terms herein
on the date written above.
The Majestic Companies, Ltd.
By : /s/ Francis A. Zubrowski
Francis A. Zubrowski, President
Richard Nuthmann
/s/ Robert Nuthmann
CONSULTING SERVICES AGREEMENT
This Consulting Agreement ("Agreement"), dated February 8, 2000,
is made by and between Robert Schuster, an individual
("Consultant"), and The Majestic Companies, Ltd., a Nevada
corporation ("Client"), having its principal place of business at
8880 Rio San Diego Road, 8th Floor, San Diego, California 92108.
WHEREAS, Consultant has knowledge and expertise in the area of
debt restructuring;
WHEREAS, Consultant desires to be engaged by Client to provide
information, evaluation and consulting services to the Client in
his area of knowledge and expertise on the terms and subject to
the conditions set forth herein;
WHEREAS, Client is a publicly held corporation with its common
stock shares trading on the Over the Counter Bulletin Board under
the ticker symbol "MJXC," and desires to further develop its
business and increase it's common stock share's value by
restructuring certain debt involving the Client; and
WHEREAS, Client desires to engage Consultant to provide
information, evaluation and consulting services to the Client in
his area of knowledge and expertise on the terms and subject to
the conditions set forth herein.
NOW, THEREFORE, in consideration for those services Consultant
provides to Client, the parties agree as follows:
1. Services of Consultant.
Consultant agrees to perform for the Client all services and
consulting related to debt restructuring.
2. Consideration.
Client agrees to pay Consultant, as his fee and as consideration
for services provided, Two Million (2,000,000) shares of S-8 free
trading common stock in Client. Shares are due and payable
immediately upon the effectiveness of the Form S-8 Registration
Statement with the U.S. Securities and Exchange Commission and
with any appropriate states securities administrator.
3. Confidentiality.
Each party agrees that during the course of this Agreement,
information that is confidential or of a proprietary nature may
be disclosed to the other party, including, but not limited to,
product and business plans, software, technical processes and
formulas, source codes, product designs, sales, costs and other
unpublished financial information, advertising revenues, usage
rates, advertising relationships, projections, and marketing data
("Confidential Information"). Confidential Information shall not
include information that the receiving party can demonstrate (a)
is, as of the time of its disclosure, or thereafter becomes part
of the public domain through a source other than the receiving
party, (b) was known to the receiving party as of the time of its
disclosure, (c) is independently developed by the receiving party
or (d) is subsequently learned from a third party not under a
confidentiality obligation to the providing party.
4. Late Payment.
Client shall pay to Consultant all fees within fifteen (15) days
of the due date. Failure of Client to finally pay any fees within
fifteen (15) days after the applicable due date shall be deemed a
material breach of this Agreement, justifying suspension of the
performance of the "Services" provided by Consultant, will be
sufficient cause for immediate termination of this Agreement by
Consultant. Any such suspension will in no way relieve Client
from payment of fees, and, in the event of collection
enforcement, Client shall be liable for any costs associated with
such collection, including, but not limited to, legal costs,
attorneys' fees, courts costs, and collection agency fees.
5. Indemnification.
(a) Client.
Client agrees to indemnify, defend, and shall hold harmless
Consultant and /or his agents, and to defend any action brought
against said parties with respect to any claim, demand, cause of
action, debt or liability, including reasonable attorneys' fees
to the extent that such action is based upon a claim that: (i) is
true, (ii) would constitute a breach of any of Client's
representations, warranties, or agreements hereunder, or (iii)
arises out of the negligence or willful misconduct of Client, or
any Client Content to be provided by Client and does not violate
any rights of third parties, including, without limitation,
rights of publicity, privacy, patents, copyrights, trademarks,
trade secrets, and/or licenses.
(b) Consultant.
Consultant agrees to indemnify, defend, and shall hold harmless
Client, its directors, employees and agents, and defend any
action brought against same with respect to any claim, demand,
cause of action, debt or liability, including reasonable
attorneys' fees, to the extent that such an action arises out of
the gross negligence or willful misconduct of Consultant.
(c) Notice.
In claiming any indemnification hereunder, the indemnified party
shall promptly provide the indemnifying party with written notice
of any claim, which the indemnified party believes falls within
the scope of the foregoing paragraphs. The indemnified party may,
at its expense, assist in the defense if it so chooses, provided
that the indemnifying party shall control such defense, and all
negotiations relative to the settlement of any such claim. Any
settlement intended to bind the indemnified party shall not be
final without the indemnified party's written consent, which
shall not be unreasonably withheld.
6. Limitation of Liability.
Consultant shall have no liability with respect to Consultant's
obligations under this Agreement or otherwise for consequential,
exemplary, special, incidental, or punitive damages even if
Consultant has been advised of the possibility of such damages.
In any event, the liability of Consultant to Client for any
reason and upon any cause of action, regardless of the form in
which the legal or equitable action may be brought, including,
without limitation, any action in tort or contract, shall not
exceed ten percent (10%) of the fee paid by Client to Consultant
for the specific service provided that is in question.
7. Termination and Renewal.
(a) Term.
This Agreement shall become effective on the date appearing next
to the signatures below and terminate one (1) year thereafter.
Unless otherwise agreed upon in writing by Consultant and Client,
this Agreement shall not automatically be renewed beyond its
Term.
(b) Termination.
Either party may terminate this Agreement on thirty (30) calendar
days written notice, or if prior to such action, the other party
materially breaches any of its representations, warranties or
obligations under this Agreement. Except as may be otherwise
provided in this Agreement, such breach by either party will
result in the other party being responsible to reimburse the non-
defaulting party for all costs incurred directly as a result of
the breach of this Agreement, and shall be subject to such
damages as may be allowed by law including all attorneys' fees
and costs of enforcing this Agreement.
(c) Termination and Payment.
Upon any termination or expiration of this Agreement, Client
shall pay all unpaid and outstanding fees through the effective
date of termination or expiration of this Agreement. And upon
such termination, Consultant shall provide and deliver to Client
any and all outstanding services due through the effective date
of this Agreement.
8. Miscellaneous.
(a) Independent Contractor.
This Agreement establishes an "independent contractor"
relationship between Consultant and Client.
(b) Rights Cumulative; Waivers.
The rights of each of the parties under this Agreement are
cumulative. The rights of each of the parties hereunder shall
not be capable of being waived or varied other than by an express
waiver or variation in writing. Any failure to exercise or any
delay in exercising any of such rights shall not operate as a
waiver or variation of that or any other such right. Any
defective or partial exercise of any of such rights shall not
preclude any other or further exercise of that or any other such
right. No act or course of conduct or negotiation on the part of
any party shall in any way preclude such party from exercising
any such right or constitute a suspension or any variation of any
such right.
(c) Benefit; Successors Bound.
This Agreement and the terms, covenants, conditions, provisions,
obligations, undertakings, rights, and benefits hereof, shall be
binding upon, and shall inure to the benefit of, the undersigned
parties and their heirs, executors, administrators,
representatives, successors, and permitted assigns.
(d) Entire Agreement.
This Agreement contains the entire agreement between the parties
with respect to the subject matter hereof. There are no
promises, agreements, conditions, undertakings, understandings,
warranties, covenants or representations, oral or written,
express or implied, between them with respect to this Agreement
or the matters described in this Agreement, except as set forth
in this Agreement. Any such negotiations, promises, or
understandings shall not be used to interpret or constitute this
Agreement.
(e) Assignment.
Neither this Agreement nor any other benefit to accrue hereunder
shall be assigned or transferred by either party, either in whole
or in part, without the written consent of the other party, and
any purported assignment in violation hereof shall be void.
(f) Amendment.
This Agreement may be amended only by an instrument in writing
executed by all the parties hereto.
(g) Severability.
Each part of this Agreement is intended to be severable. In the
event that any provision of this Agreement is found by any court
or other authority of competent jurisdiction to be illegal or
unenforceable, such provision shall be severed or modified to the
extent necessary to render it enforceable and as so severed or
modified, this Agreement shall continue in full force and effect.
(h) Section Headings.
The Section headings in this Agreement are for reference purposes
only and shall not affect in any way the meaning or
interpretation of this Agreement.
(i) Construction.
Unless the context otherwise requires, when used herein, the
singular shall be deemed to include the plural, the plural shall
be deemed to include each of the singular, and pronouns of one or
no gender shall be deemed to include the equivalent pronoun of
the other or no gender.
(j) Further Assurances.
In addition to the instruments and documents to be made,
executed and delivered pursuant to this Agreement, the parties
hereto agree to make, execute and deliver or cause to be made,
executed and delivered, to the requesting party such other
instruments and to take such other actions as the requesting
party may reasonably require to carry out the terms of this
Agreement and the transactions contemplated hereby.
(k) Notices.
Any notice which is required or desired under this Agreement
shall be given in writing and may be sent by personal delivery or
by mail (either a. United States mail, postage prepaid, or b.
Federal Express or similar generally recognized overnight
carrier), addressed to an adddress provided by the parties.
(l) Governing Law.
This Agreement shall be governed by the interpreted in accordance
with the laws of the State of California without reference to its
conflicts of laws rules or principles. Each of the parties
consents to the exclusive jurisdiction of the federal courts of
the State of California in connection with any dispute arising
under this Agreement and hereby waives, to the maximum extent
permitted by law, any objection, including any objection based on
forum non coveniens, to the bringing of any such proceeding in
such jurisdictions.
(m) Consents.
The person signing this Agreement on behalf of each party
hereby represents and warrants that he has the necessary power,
consent and authority to execute and deliver this Agreement on
behalf of such party.
(n) Survival of Provisions.
The representations and warranties contained in Article VIII
of this Agreement and any liability of one Constituent
Corporation to the other for any default under the provisions of
Articles VII or VIII of this Agreement, shall expire with, and be
terminated and extinguished by, the merger under this Agreement
on the Effective Date.
(o) Execution in Counterparts.
This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original and all
of which together shall constitute one and the same agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement
to be executed and have agreed to and accepted the terms herein
on the date written above.
The Majestic Companies, Ltd.
By : /s/ Francis A. Zubrowski
Francis A. Zubrowski, President
Robert Schuster
/s/ Robert Schuster
CONSULTING SERVICES AGREEMENT
This Consulting Agreement ("Agreement"), dated February 15, 2000,
is made by and between Dominic Migliorini, an individual
("Consultant"), whose address is 327 Leah Miller Drive, Fort
Walton Beach, Florida 32548, and The Majestic Companies, Ltd., a
Nevada corporation ("Client"), having its principal place of
business at 8880 Rio San Diego Road, 8th Floor, San Diego,
California 92108.
WHEREAS, Consultant has knowledge and expertise in the area of
steel procurement;
WHEREAS, Consultant desires to be engaged by Client to provide
information, evaluation and consulting services to the Client in
his area of knowledge and expertise on the terms and subject to
the conditions set forth herein;
WHEREAS, Client is a publicly held corporation with its common
stock shares trading on the Over the Counter Bulletin Board under
the ticker symbol "MJXC," and desires to further develop its
business and increase it's common stock share's value by
restructuring certain debt involving the Client; and
WHEREAS, Client desires to engage Consultant to provide
information, evaluation and consulting services to the Client in
his area of knowledge and expertise on the terms and subject to
the conditions set forth herein.
NOW, THEREFORE, in consideration for those services Consultant
provides to Client, the parties agree as follows:
1. Services of Consultant.
Consultant agrees to perform for the Client all services and
consulting related to debt restructuring.
2. Consideration.
Client agrees to pay Consultant, as his fee and as consideration
for services provided, Two Million (2,000,000) shares of S-8 free
trading common stock in Client. Shares are due and payable
immediately upon the effectiveness of the Form S-8 Registration
Statement with the U.S. Securities and Exchange Commission and
with any appropriate states securities administrator.
3. Confidentiality.
Each party agrees that during the course of this Agreement,
information that is confidential or of a proprietary nature may
be disclosed to the other party, including, but not limited to,
product and business plans, software, technical processes and
formulas, source codes, product designs, sales, costs and other
unpublished financial information, advertising revenues, usage
rates, advertising relationships, projections, and marketing data
("Confidential Information"). Confidential Information shall not
include information that the receiving party can demonstrate (a)
is, as of the time of its disclosure, or thereafter becomes part
of the public domain through a source other than the receiving
party, (b) was known to the receiving party as of the time of its
disclosure, (c) is independently developed by the receiving party
or (d) is subsequently learned from a third party not under a
confidentiality obligation to the providing party.
4. Late Payment.
Client shall pay to Consultant all fees within fifteen (15) days
of the due date. Failure of Client to finally pay any fees within
fifteen (15) days after the applicable due date shall be deemed a
material breach of this Agreement, justifying suspension of the
performance of the "Services" provided by Consultant, will be
sufficient cause for immediate termination of this Agreement by
Consultant. Any such suspension will in no way relieve Client
from payment of fees, and, in the event of collection
enforcement, Client shall be liable for any costs associated with
such collection, including, but not limited to, legal costs,
attorneys' fees, courts costs, and collection agency fees.
5. Indemnification.
(a) Client.
Client agrees to indemnify, defend, and shall hold harmless
Consultant and /or his agents, and to defend any action brought
against said parties with respect to any claim, demand, cause of
action, debt or liability, including reasonable attorneys' fees
to the extent that such action is based upon a claim that: (i) is
true, (ii) would constitute a breach of any of Client's
representations, warranties, or agreements hereunder, or (iii)
arises out of the negligence or willful misconduct of Client, or
any Client Content to be provided by Client and does not violate
any rights of third parties, including, without limitation,
rights of publicity, privacy, patents, copyrights, trademarks,
trade secrets, and/or licenses.
(b) Consultant.
Consultant agrees to indemnify, defend, and shall hold harmless
Client, its directors, employees and agents, and defend any
action brought against same with respect to any claim, demand,
cause of action, debt or liability, including reasonable
attorneys' fees, to the extent that such an action arises out of
the gross negligence or willful misconduct of Consultant.
(c) Notice.
In claiming any indemnification hereunder, the indemnified party
shall promptly provide the indemnifying party with written notice
of any claim, which the indemnified party believes falls within
the scope of the foregoing paragraphs. The indemnified party may,
at its expense, assist in the defense if it so chooses, provided
that the indemnifying party shall control such defense, and all
negotiations relative to the settlement of any such claim. Any
settlement intended to bind the indemnified party shall not be
final without the indemnified party's written consent, which
shall not be unreasonably withheld.
6. Limitation of Liability.
Consultant shall have no liability with respect to Consultant's
obligations under this Agreement or otherwise for consequential,
exemplary, special, incidental, or punitive damages even if
Consultant has been advised of the possibility of such damages.
In any event, the liability of Consultant to Client for any
reason and upon any cause of action, regardless of the form in
which the legal or equitable action may be brought, including,
without limitation, any action in tort or contract, shall not
exceed ten percent (10%) of the fee paid by Client to Consultant
for the specific service provided that is in question.
7. Termination and Renewal.
(a) Term.
This Agreement shall become effective on the date appearing next
to the signatures below and terminate one (1) year thereafter.
Unless otherwise agreed upon in writing by Consultant and Client,
this Agreement shall not automatically be renewed beyond its
Term.
(b) Termination.
Either party may terminate this Agreement on thirty (30) calendar
days written notice, or if prior to such action, the other party
materially breaches any of its representations, warranties or
obligations under this Agreement. Except as may be otherwise
provided in this Agreement, such breach by either party will
result in the other party being responsible to reimburse the non-
defaulting party for all costs incurred directly as a result of
the breach of this Agreement, and shall be subject to such
damages as may be allowed by law including all attorneys' fees
and costs of enforcing this Agreement.
(c) Termination and Payment.
Upon any termination or expiration of this Agreement, Client
shall pay all unpaid and outstanding fees through the effective
date of termination or expiration of this Agreement. And upon
such termination, Consultant shall provide and deliver to Client
any and all outstanding services due through the effective date
of this Agreement.
8. Miscellaneous.
(a) Independent Contractor.
This Agreement establishes an "independent contractor"
relationship between Consultant and Client.
(b) Rights Cumulative; Waivers.
The rights of each of the parties under this Agreement are
cumulative. The rights of each of the parties hereunder shall
not be capable of being waived or varied other than by an express
waiver or variation in writing. Any failure to exercise or any
delay in exercising any of such rights shall not operate as a
waiver or variation of that or any other such right. Any
defective or partial exercise of any of such rights shall not
preclude any other or further exercise of that or any other such
right. No act or course of conduct or negotiation on the part of
any party shall in any way preclude such party from exercising
any such right or constitute a suspension or any variation of any
such right.
(c) Benefit; Successors Bound.
This Agreement and the terms, covenants, conditions, provisions,
obligations, undertakings, rights, and benefits hereof, shall be
binding upon, and shall inure to the benefit of, the undersigned
parties and their heirs, executors, administrators,
representatives, successors, and permitted assigns.
(d) Entire Agreement.
This Agreement contains the entire agreement between the parties
with respect to the subject matter hereof. There are no
promises, agreements, conditions, undertakings, understandings,
warranties, covenants or representations, oral or written,
express or implied, between them with respect to this Agreement
or the matters described in this Agreement, except as set forth
in this Agreement. Any such negotiations, promises, or
understandings shall not be used to interpret or constitute this
Agreement.
(e) Assignment.
Neither this Agreement nor any other benefit to accrue hereunder
shall be assigned or transferred by either party, either in whole
or in part, without the written consent of the other party, and
any purported assignment in violation hereof shall be void.
(f) Amendment.
This Agreement may be amended only by an instrument in writing
executed by all the parties hereto.
(g) Severability.
Each part of this Agreement is intended to be severable. In the
event that any provision of this Agreement is found by any court
or other authority of competent jurisdiction to be illegal or
unenforceable, such provision shall be severed or modified to the
extent necessary to render it enforceable and as so severed or
modified, this Agreement shall continue in full force and effect.
(h) Section Headings.
The Section headings in this Agreement are for reference purposes
only and shall not affect in any way the meaning or
interpretation of this Agreement.
(i) Construction.
Unless the context otherwise requires, when used herein, the
singular shall be deemed to include the plural, the plural shall
be deemed to include each of the singular, and pronouns of one or
no gender shall be deemed to include the equivalent pronoun of
the other or no gender.
(j) Further Assurances.
In addition to the instruments and documents to be made,
executed and delivered pursuant to this Agreement, the parties
hereto agree to make, execute and deliver or cause to be made,
executed and delivered, to the requesting party such other
instruments and to take such other actions as the requesting
party may reasonably require to carry out the terms of this
Agreement and the transactions contemplated hereby.
(k) Notices.
Any notice which is required or desired under this Agreement
shall be given in writing and may be sent by personal delivery or
by mail (either a. United States mail, postage prepaid, or b.
Federal Express or similar generally recognized overnight
carrier), addressed as follows (subject to the right to designate
a different address by notice similarly given):
To Client:
Francis A, Zubrowski, President
The Majestic Companies, Ltd.
8880 Rio San Diego Road, 8th Floor
San Diego, California 92108
To Consultant:
Dominic Migliorini
327 Leah Miller Drive
Fort Walton Beach, Florida 32548
(l) Governing Law.
This Agreement shall be governed by the interpreted in accordance
with the laws of the State of California without reference to its
conflicts of laws rules or principles. Each of the parties
consents to the exclusive jurisdiction of the federal courts of
the State of California in connection with any dispute arising
under this Agreement and hereby waives, to the maximum extent
permitted by law, any objection, including any objection based on
forum non coveniens, to the bringing of any such proceeding in
such jurisdictions.
(m) Consents.
The person signing this Agreement on behalf of each party
hereby represents and warrants that he has the necessary power,
consent and authority to execute and deliver this Agreement on
behalf of such party.
(n) Survival of Provisions.
The representations and warranties contained in Article VIII
of this Agreement and any liability of one Constituent
Corporation to the other for any default under the provisions of
Articles VII or VIII of this Agreement, shall expire with, and be
terminated and extinguished by, the merger under this Agreement
on the Effective Date.
(o) Execution in Counterparts.
This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original and all
of which together shall constitute one and the same agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement
to be executed and have agreed to and accepted the terms herein
on the date written above.
The Majestic Companies, Ltd.
By : /s/ Francis A. Zubrowski
Francis A. Zubrowski, President
Dominic Migliorini
/s/ Dominic Migliorini
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<PAGE>
<ARTICLE>5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM THE UNAUDITED FINANCIAL STATEMENTS CONTAINED IN THE
REGISTRANT'S FORM 10-QSB AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER>1
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 28,110
<SECURITIES> 0
<RECEIVABLES> 69,181
<ALLOWANCES> 0
<INVENTORY> 850,147
<CURRENT-ASSETS> 1,089,958
<PP&E> 635,223
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,796,324
<CURRENT-LIABILITIES> 1,901,867
<BONDS> 0
0
0
<COMMON> 31,974
<OTHER-SE> (720,634)
<TOTAL-LIABILITY-AND-EQUITY> 1,796,324
<SALES> 63,241
<TOTAL-REVENUES> 63,241
<CGS> 52,804
<TOTAL-COSTS> 52,804
<OTHER-EXPENSES> 1,173,326
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 22,769
<INCOME-PRETAX> (1,185,658)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,185,658)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,185,658)
<EPS-BASIC> (.04)
<EPS-DILUTED> (.04)
</TABLE>
