<PAGE>
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) November 18, 1999
Netserv Communications Inc.
(Exact name of Registrant as specified in charter)
Indiana 0-25883 35-2074157
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
16 Victoria Avenue, Bretton Hall, Port of Spain,
Trinidad, West Indies
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (868) 623-2882
MAS Acquisition XII Corp.
1710 E. Division St., Evansville, Indiana 47711
(Former name or former address, if changed, since last report)
<PAGE>
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
A change in control of the registrant occurred on November 18, 1999
pursuant to the terms and conditions of a Stock Exchange Agreement (the
"Agreement") dated November 18, 1999 between MAS Acquisition XII Corp.,
an Indiana corporation (the "Company") and NetServ Caribbean Limited, a
Trinidad and Tobago, West Indies corporation ("NETS"), which provided for
the merger of NETS with and into the Company as the surviving entity,
pursuant to a tax-free reorganization in accordance with Sections 354 and
368 of the Internal Revenue Code of 1986, as amended.
ITEM 2. ACQUISITION AND DISPOSITION OF ASSETS.
The Company entered into the Agreement with NETS on November 18, 1999,
whereby NETS merged into the Company and the Company changed its name to
NetServ Communications Inc. Pursuant to the terms of the Agreement, each
common share of NETS was converted into 0.766 common shares of the Company.
A total of 6,412,400 shares of common share of NETS was converted into
4,912,400 restricted common shares of the Company. In addition the Company
has accepted the return of, and cancelled, 8,220,833 shares of Common Stock
of the Company issued to MAS Capital Management Inc. After completion of
the terms of the Agreement, there are 8,500,000 shares of common stock of
the Company issued and outstanding.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Not applicable.
ITEM 5. OTHER EVENT.
The Company has changed its fiscal year end from March 31 to December 31
because of the merger transaction. The Company will file 10K-SB for the
fiscal year ended on December 31, 1999.
ITEM 6. RESIGNATION OF REGISTRANT'S DIRECTORS.
As a result of the Agreement, the Company has accepted the resignation of
Aaron Tsai, the Company's sole Director and Officer, as of November 18, 1999,
and appointed Jeannine du Coudray as President, Chairwoman of the Board of
Directors and Director, Martin Koo as Cheif Executive Officer and Director,
Marguerit Corinne Blandin as Financial Advisor and Director and Rowley Ford
as Secretary.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements.
(i) Unaudited financial statements of Netserv Caribbean Limited for the
three month ended October 31, 1999.
(ii) Audited financial statements of Netserv Caribbean Limited for the
year ended July 31, 1999.
(iii) Audited financial statements of Netserv Caribbean Limited for the
year ended July 31, 1998.
(iv) Unaudited consolidated financial statements of MAS Acquisition XII
Corp. and Netserv Caribbean Limited for the three month ended
October 31, 1999.
(v) Unaudited consolidated financial statements of MAS Acquisition XII
Corp. and Netserv Caribbean Limited for the year ended July 31, 1999.
<PAGE>
NETSERV CARIBBEAN LIMITED
FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED OCTOBER 31, 1999
CONTENTS
<TABLE>
<CAPTION>
<S> <C>
STATEMENTS OF INCOME AND UNRELIEVED LOSSES Page 2.
BALANCE SHEET Page 3.
</TABLE>
<PAGE>
NETSERV CARIBBEAN LIMITED
STATEMENTS OF INCOME AND UNRELIEVED LOSSES
FOR THE THREE (3) MONTHS ENDED OCTOBER 31, 1999.
<TABLE>
<CAPTION>
$ U.S.
-----------
<S> <C>
INCOME 1,500,000
EXPENSES
Fees and commissions 2,123,779
Salaries 17,176
Purchases, supplies and office expenses 8,958
Legal fees 4,926
Overseas travel 2,302
Telephone 1,599
Repairs 1,591
Professional fees 833
Depreciation 398
Bank interest and charges 241
Vehicles 92
Entertainment 57
---------
TOTAL EXPENSES 2,161,952
---------
(DEFICIT) (661,952)
RETAINED EARNINGS - brought forward 60,232
UNRELIEVED LOSSES - carried forward ---------
(601,720)
---------
</TABLE>
PAGE 2
<PAGE>
NETSERV CARIBBEAN LIMITED
BALANCE SHEET
AS AT OCTOBER 31, 1999
<TABLE>
<CAPTION>
$ U.S.
----------
NOTES
<S> <C>
CURRENT ASSETS
Cash in Bank 500,658
Accounts Receivable 2,068,972
Inventory 62,500
---------
2,632,130
---------
CURRENT LIABILITIES
Accounts Payable 11,090
---------
11,090
---------
WORKING CAPITAL 2,621,040
FIXED ASSETS
Cost 18,467
Accumulated Depreciation (4,226)
---------
14,241
---------
---------
NET ASSETS: 2,635,281
=========
FINANCED BY:
STATED CAPITAL 3,187,000
UNRELIEVED LOSSES (601,719)
DIRECTORS' ADVANCES 50,000
---------
2,635,281
=========
</TABLE>
PAGE 3
<PAGE>
<PAGE>
NETSERV CARIBBEAN LIMITED
FINANCIAL STATEMENTS FOR YEAR ENDED 31st JULY 1999
<TABLE>
<CAPTION>
Table of contents Pages
<S> <C>
Auditor's Report 2
Balance Sheet 3
Statement of Income and Retained Earnings 4
Schedule of Expenses 5
Notes to Financial Statement 6-7
- -----------------------------------------------------------------------------
</TABLE>
<PAGE>
PAUL ROOPSINGH AND COMPANY
CHARTERED ACCOUNTANTS
PRINCIPAL: PAUL ROOPSINGH F.C.C.A., C.A.
- -----------------------------------------------------------------------------
TEL.: 1-868-663-2260 FAX: 1-868-662-8392
PAGER: 625-LISA E-MAIL: [email protected]
83 BUENAVISTA HILL,
ELIZABETH GARDENS,
ST. JOSEPH,
TRINIDAD,
WEST INDIES.
REPORT OF THE AUDITORS' TO THE MEMBERS OF
NETSERV CARIBBEAN LIMITED
We have audited the balance sheet of the company as at July 31, 1999
and the statement of income and retained earnings for the year then ended,
as set out on pages 3 to 7. These financial statements are the
responsibility of the company's management. Our responsibility is
to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with international standards of
auditing. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
from material mis-statements. 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. We believe that our audit provides a
reasonable basis for our opinion.
In common with many businesses of similar size and organization,
the system of internal control is dependent on the close involvement of
the directors who are also the major share-holders. Where independent
confirmation of the completeness of the accounting records was not available,
we have accepted assurances from the directors that all transactions
have been reflected in the records.
Subject to the foregoing, in our opinion, the financial statements
present fairly, in all material respects, the financial position of the
company as at July 31, 1999, and the results of its operations for the
year then ended in accordance with approved accounting standards.
/s/ Paul Roopsingh & Co.
------------------------
PAUL ROOPSINGH & CO.
St. Joseph, TRINIDAD.
November 11, 1999.
PAGE 2
<PAGE>
NETSERV CARIBBEAN LIMITED
BALANCE SHEET
----------------------------------------------------------
as at July 31, 1999
<TABLE>
<CAPTION>
Notes 1999
----- ----
<S> <C> <C>
Fixed Assets 2(b), 3 87,824
-------
Current Assets
Software 4 375,000
A/C Receivables 5 212,524
Cash in Hand & Bank 41,550
-------
629,074
-------
Current Liabilities
Bank O/D 0
Bank Loan 0
A/C Payable 6 55,506
-------
55,506
-------
Net Current Assets 573,568
-------
661,395
-------
Shareholders Equity
Authorised Share Capital
@ $1.00 each issued & Fully Paid 2
Retained Earnings B/F 361,393
Capital Investments 300,000
-------
661,395
=======
</TABLE>
The attached notes form an integral part of these statements
------------------------------------------------------------
3
<PAGE>
NETSERV CARIBBEAN LIMITED
Statement of Income & Retained Earnings
-----------------------------------------------------
for year ended July 31, 1999
<TABLE>
<CAPTION>
Schedule 1999
-------- ----
<S> <C> <C>
Income
Sales 697,411
-------
697,411
-------
Expenses
Selling 1 0
Administrative 2 457,762
Financial 3 483
Depreciation 4 10,783
-------
469,028
-------
Net income before taxation 228,383
Taxation -20,434
-------
207,949
=======
Retained Earnings
Balance Brought Forward 153,444
Current Year 207,949
-------
Retained Earnings C/F 361,393
=======
</TABLE>
The attached notes form an integral part of these statements
------------------------------------------------------------
4
<PAGE>
NETSERV CARIBBEAN LIMITED
Schedule of Expenses
- ---------------------------------------------------------------------
as at July 31, 1999
<TABLE>
<CAPTION>
1999
----
<S> <C>
1. Selling
Advertising/Promotions...................... 0
-------
0
=======
2. Administrative
Audit/Accounting............................ 8,250
Contract Services........................... 55,306
Entertainment............................... 3,162
Equipment/Maintenance....................... 3,100
Insurance................................... 2,260
Miscellaneous............................... 7,568
Office Expense.............................. 29,515
Rental...................................... 30,044
Repair/Maintenance.......................... 3,247
Salaries/Wages.............................. 199,214
Software Engineering........................ 50,650
Telecommunication........................... 19,875
Travel/Courier.............................. 3,680
Utilities................................... 30,407
Vehicle Expense............................. 11,484
-------
457,762
=======
3. Financial
Bank Interest & Charges.................... 483
-------
483
=======
4. Depreciation
Furniture & Fitting........................ 10,032
Computer Equipment......................... 751
-------
10,783
-------
469,028
=======
</TABLE>
The attached notes form an integral part of these statements
------------------------------------------------------------
5
<PAGE>
NETSERV CARIBBEAN LIMITED
Notes to Financial Statements
- --------------------------------------------------------------------------
For the period ended July 31, 1999
1. Principal Activity
The company was incorporated in the island of Trinidad & Tobago on the 17th
August 1997.
The principal activity of this business is that of software engineering and
other related software services.
2. Accounting Policies
Basis of Accounting
These Fiancial Statements have been prepared on the Historical Cost
Convention and approved Auditing Standards. No account has been taken off
the effects of inflation.
2(b) Fixed Assets
Fixed Assets are stated at historical cost less accumulated depreciation.
Depreciation is provided on the reducing balance basis at rates sufficient
to write off the cost of the assets over their estimated useful lives.
Depreciation rates used as follows:-
Furniture & Fitting............... 5% per annum
Computer Equipment................ 12% per annum
3. Fixed Assets
<TABLE>
<CAPTION>
Fixed Asset Cost ADD/Disp ACC.Depn. WDV
- ----------- ---- -------- --------- ---
<S> <C> <C> <C>
Furniture & Fittings 15,800 1,541 14,259
Computer Equipment 95,000 21,432 73,568
_______ _______ ______ ______
110,800 22,973 87,827
_______ _______ _______ ______
</TABLE>
4. Inventory
Software development has been capitalized in order to be represented as
a tangible asset.
Software value has been determined by the director of the company.
6
<PAGE>
NETSERV CARIBBEAN LIMITED
Notes to Financial Statements (Cont'd)
- --------------------------------------------------------------------------
For the period ended July 31, 1999
4. A/c Receivable
This amount represents the balance due to Netserv from subscribers.
5. A/c Payable
This amount consist of the balance due for local payment.
7
<PAGE>
NETSERV CARIBBEAN LIMITED
FINANCIAL STATEMENTS FOR YEAR ENDED 31ST JULY 1998
<TABLE>
<CAPTION>
Table of contents Pages
- --------------------------------------------------
<S> <C>
Auditor's Report............................. 2
Balance Sheet................................ 3
Statement of Income and Retained Earnings.... 4
Schedule of Expenses......................... 5
Notes to Financial Statement................. 6-7
Cash Flow statement.......................... 8
</TABLE>
- -------------------------------------------------------------------------
<PAGE>
PAUL ROOPSINGH AND COMPANY
CHARTERED ACCOUNTANTS
PRINCIPAL: PAUL ROOPSINGH F.C.C.A., C.A.
- -----------------------------------------------------------------------------
TEL.: 1-868-663-2260 FAX: 1-868-662-8392
PAGER: 625-LISA E-MAIL: [email protected]
83 BUENAVISTA HILL,
ELIZABETH GARDENS,
ST. JOSEPH,
TRINIDAD,
WEST INDIES.
REPORT OF THE AUDITORS' TO THE MEMBERS OF
NETSERV CARIBBEAN LIMITED
We have audited the balance sheet of the company as at July 31, 1998,
and the statements of "income and retained earnings", and "cash flow" for
the year then ended, as set out on pages 3 to 8. These financial statements
are the responsibility of the company's management. Our responsibility is
to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with international standards of
auditing. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
from material mis-statements. 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. We believe that our audit provides a
reasonable basis for our opinion.
In common with many businesses of similar size and organization,
the system of internal control is dependent on the close involvement of
the directors who are also the major share-holders. Where independent
confirmation of the completeness of the accounting records was not available,
we have accepted assurances from the directors that all transactions
have been reflected in the records.
Subject to the foregoing, in our opinion, the financial statements
present fairly, in all material respects, the financial position of the
company as at July 31, 1998, and the results of its operations for the
year then ended in accordance with approved accounting standards.
/s/ Paul Roopsingh & Co.
------------------------
PAUL ROOPSINGH & CO.
St. Joseph, TRINIDAD.
November 11, 1999.
PAGE 2
<PAGE>
NETSERV CARIBBEAN LIMITED
BALANCE SHEET
- -----------------------------------------------------------------------------
as at July 31, 1998
<TABLE>
<CAPTION>
Notes 1998
----- ----
<S> <C> <C>
Fixed Assets 2(b), 3 98,610
=======
Current Assets
Software 4 275,000
A/C Receivables 5 72,141
Cash in Hand & Bank 24,905
-------
372,046
=======
Current Liabilities
Bank O/D 0
Bank Loan 0
A/C Payable 6 17,210
_______
17,210
-------
Net Current Assets 354,836
-------
453,446
=======
Shareholders Equity
Authorised Share Capital
@ $1.00 each issued & Fully Paid 2
Retained Earnings B/F 153,444
Capital Investments 300,000
_______
453,446
=======
</TABLE>
The attached notes form an integral part of these statements
- ---------------------------------------------------------------------------
3
<PAGE>
NETSERV CARIBBEAN LIMITED
Statement of Income & Retained Earnings
- ---------------------------------------------------------------------------
for year ended July 31, 1998
<TABLE>
<CAPTION>
Schedule 1998
-------- ----
<S> <C> <C>
Income
Sales 740,799
Cost of goods sold
-------
740,799
=======
Expenses
Selling 1 0
Administrative 2 561,291
Financial 3 1,250
Depreciation 4 12,190
_______
574,731
=======
Net income before taxation 166,068
Taxation -12,624
-------
153,444
=======
Retained Earnings
Balance Brought Forward 0
Current Year 153,444
-------
Retained Earnings C/F 153,444
=======
</TABLE>
The attached notes form an integral part of these financial statements
- ----------------------------------------------------------------------------
4
<PAGE>
NETSERV CARIBBEAN LIMITED
Schedule of Expenses
- ----------------------------------------------------------------------------
as at July 31, 1998
<TABLE>
<CAPTION>
1998
----
<S> <C>
1. Selling
Advertising/Promotions............................. 0
-------
0
=======
2. Administrative
Audit/Accounting................................... 8,500
Contract Services.................................. 75,076
Entertainment...................................... 2,536
Equipment/Maintenance.............................. 24,150
Insurance.......................................... 3,600
Miscellaneous...................................... 5,680
Office Expense..................................... 10,976
Rental............................................. 24,000
Repair/Maintenance................................. 3,886
Salaries/Wages..................................... 92,500
Software Engineering............................... 250,000
Telecommunication.................................. 24,900
Travel/Courier..................................... 5,530
Utilities.......................................... 23,731
Vehicle Expense.................................... 6,226
-------
561,291
=======
3. Financial
Bank Interest & Charges............................ 1,250
-------
1,250
=======
4. Depreciation
Furniture & Fitting 790
Computer Equipment 11,400
-------
12,190
-------
574,731
=======
</TABLE>
- ----------------------------------------------------------------------------
5
<PAGE>
NETSERV CARIBBEAN LIMITED
Notes to Financial Statements
- ----------------------------------------------------------------------------
For the period ended July 31, 1998
1. Principal Activity
The company was incorporated in the island of Trinidad & Tobago on the
17th August 1997.
The principal activity of this business is that of software engineering
and other related software services.
2. Accounting Policies
Basis of Accounting
These Financial Statements have been prepared on the Historical Cost
Convention and approved Auditing Standards. No account has been taken
of the effects of inflation.
2(b) Fixed Assets
Fixed Assets are stated at historical cost less accumulated
depreciation.
Depreciation is provided on the reducing balance basis at rates
sufficient to write off the cost of the assets over their estimated
useful lives.
Depreciation rates used as follows:-
Furniture & Fitting........................ 5% per annum
Computer Equipment......................... 12% per annum
3. Fixed Assets
<TABLE>
<CAPTION>
Fixed Assets Cost ADD/Disp ACC.Depn. WDV
------------ ---- -------- --------- ---
<S> <C> <C> <C> <C>
Furniture & Fittings 15,800 750 15,010
Computer Equipment 95,000 11,400 83,600
------- ------- ------ ------
110,800 12,190 98,610
_______ _______ ______ ______
</TABLE>
4. Inventory
Software development has been capitalized in order to be represented
as a tangible asset.
Software value has been determined by the director of the company.
6
<PAGE>
NETSERV CARIBBEAN LIMITED
Notes to Financial Statements (Cont'd)
- ----------------------------------------------------------------------------
For the period ended July 31, 1998
4. A/c Receivable
This amount represents the balance due to Netserv from subscribers.
5. A/c Payable
This amount consist of the balance due for local payment.
7
<PAGE>
NETSERV CARIBBEAN LIMITED
Cash Flow Statement
- ---------------------------------------------------------------------------
as at July 31, 1998
<TABLE>
<CAPTION>
1998
<S> <C>
Cash flows from operating activities
Profit (loss) after taxation 153,444
Adjustment to reconcile net profit to cash
Provided by operating activities
Depreciation 12,190
--------
165,634
Changes in operating assets and liabilities
Increase / Decrease
Inventory 275,000
Receivables and Prepayments 72,141
Creditors and Accurals -4,586
Provision for Taxation -12,624
________
Cash provided (used) by operating activities -164,297
Financing Actvities
Capital Investment 300,002
Medium term bank loans 0
Repayment of medium term loans 0
--------
Cash provided (used) by financial activities 300,002
--------
Investing Activities
Sale (Purchase) of fixed assets -110,880
Director Drawings 0
--------
Cash provided (used) by investing activities -110,800
--------
Net cash increase (decrease) during the year 24,905
Cash and cash equivalents, start of year 0
--------
Cash and cash equivalents, end of year 24,905
--------
Represented by
Cash in hand 24,905
Bank Overdraft 0
--------
24,905
</TABLE>
- ---------------------------------------------------------------------------
8
<PAGE>
MAS Acquisition XII Corp.
CONSOLIDATED FINANCIAL STATEMENTS
AT OCTOBER 31, 1999
CONTENTS
<TABLE>
<CAPTION>
<S> <C>
CONSOLIDATED INCOME STATEMENT Page 2.
CONSOLIDATED BALANCE SHEET Page 3.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Page 4.
</TABLE>
<PAGE>
MAS Acquisition XII Corp.
CONSOLIDATED INCOME STATEMENT
FOR THE THREE (3) MONTHS ENDED OCTOBER 31, 1999
<TABLE>
<CAPTION>
$ US
---------------
<S> <C>
INCOME 1,500,000
EXPENSES
Fees and commissions 2,123,779
Salaries 17,176
Purchases, supplies and office expenses 8,958
Legal fees 4,926
Overseas travel 2,302
Telephones 1,599
Repairs 1,591
Professional fees 833
Depreciation 398
Bank interest and charges 241
Vehicles 92
Entertainment 57
---------
TOTAL EXPENSES 2,161,952
=========
(DEFICIT) (661,952)
</TABLE>
PAGE 2.
<PAGE>
MAS Acquisition XII Corp.
CONSOLIDATED BALANCE SHEET
AS AT OCTOBER 31, 1999
<TABLE>
<CAPTION>
$ US
--------------
<S> <C>
CURRENT ASSETS
Cash in banks 500,658
Accounts receivable 2,068,972
Inventory 62,500
Organization costs, net of amortization 36
---------
2,632,166
---------
CURRENT LIABILITIES
Accounts Payable 11,090
---------
11,090
---------
WORKING CAPITAL 2,621,076
FIXED ASSETS
Cost 18,467
Accumulated Depreciation 4,227
---------
14,240
---------
---------
NET ASSETS: 2,635,316
=========
COMMON STOCK
AUTHORIZED
80,000,000 shares of $ 0.001 par value
ISSUED AND OUTSTANDING
13,432,200 shares 175
DEFICIT
Accumulated during the development stage (75)
Subsidiary's deficit (661,952)
CAPITAL RESERVE 3,297,168
---------
2,635,316
=========
</TABLE>
PAGE 3
<PAGE>
MAS Acquisition XII Corp.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT OCTOBER 31, 1999
1. INCORPORATION.
The company was incorporated on October 7, 1996, in the State of
Indiana, USA.
The company is in the development stage and intends to locate
suitable business ventures to acquire.
The company has no significant business activity to date.
2. SIGNIFICANT ACCOUNTING POLICIES
(a) PRINCIPLES OF CONSOLIDATION
On November 18, 1999 the company acquired 100% of the shares of
Netserv Caribbean Limited, a company incorporated in the Republic of
Trinidad and Tobago.
The assets and liabilities of Neteserv Caribbean Limited as at
October 31, 1999 have been fully consolidated and have been converted
to US dollars at the exchange rate of $1.00 US dollar to $ 6.00 TT
dollars.
(b) USE OF ESTIMATES
The preparation of the financial statements requires management to
make estimates and assumptions that affect the amounts reported in
the financial statements. Actual results could differ from these
estimates.
PAGE 4
<PAGE>
MAS Acquisition XII Corp.
CONSOLIDATED FINANCIAL STATEMENTS
AT JULY 31, 1999
<TABLE>
<CAPTION>
CONTENTS
<S> <C>
CONSOLIDATED INCOME STATEMENT Page 2.
CONSOLIDATED BALANCE SHEET Page 3.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Page 4.
</TABLE>
<PAGE>
MAS Acquisition XII Corp.
CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED JULY 31, 1999
<TABLE>
<CAPTION>
$ US
----------
<S> <C>
INCOME 116,235
EXPENSES
Salaries and wages 33,202
Contract services 9,218
Software engineering 8,442
Rentals 5,007
Purchases, supplies and office expenses 4,919
Utilities 5,068
Telephones 3,313
Vehicles 1,914
Depreciation 1,797
Repairs 1,058
Miscellaneous 1,261
Professional fees 1,375
Travel 613
Entertainment 527
Insurance 377
Bank interest and charges 81
-------
TOTAL EXPENSES 78,171
-------
SURPLUS 38,064
TAXATION (3,406)
-------
SURPLUS AFTER TAXATION 34,658
RETAINED EARNINGS - brought forward 25,574
-------
RETAINED EARNINGS - carried forward 60,232
-------
</TABLE>
PAGE 2.
<PAGE>
MAS Acquisition XII Corp.
CONSOLIDATED BALANCE SHEET
AS AT JULY 31, 1999
<TABLE>
<CAPTION>
$ US
----------
<S> <C>
CURRENT ASSETS
Cash in banks 6,925
Accounts receivable 35,421
Inventory 62,500
Organization costs, net of amortization 39
-------
104,885
-------
CURRENT LIABILITIES
Accounts Payable 9,251
-------
9,251
-------
WORKING CAPITAL 95,633
FIXED ASSETS
Cost 18,467
Accumulated Depreciation 3,829
-------
14,637
-------
-------
NET ASSETS: 110,271
=======
COMMON STOCK
AUTHORIZED
80,000,000 shares of $ 0.001 par value
ISSUED AND OUTSTANDING
8,519,800 shares 111
RETAINED EARNINGS
Deficit Accumulated during the development stage (72)
Netserv Caribbean Limited 60,232
CAPITAL RESERVE 49,999
-------
110,271
=======
</TABLE>
PAGE 3.
<PAGE>
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AS AT JULY 31, 1999.
1. INCORPORATION.
The company was incorporated on October 7, 1996, in the State of
Indiana, USA.
The company is in the development stage and intends to locate
suitable business ventures to acquire.
The company has no significant business activity to date.
2. SIGNIFICANT ACCOUNTING POLICIES
(a) PRINCIPLES OF CONSOLIDATION
The assets and liabilities of Netserv Caribbean Limited as at
July 31, 1999 have been fully consolidated and have been converted
to US dollars at the exchange rate of $1.00 US dollar to $ 6.00 TT
dollars.
(b) USE OF ESTIMATES
The preparation of the financial statements requires management
to make estimates and assumptions that affect the amounts reported
in the financial statements. Actual results could differ from
these estimates.
3. SUBSEQUENT EVENT.
On November 18, 1999 the company acquired 100% of Netserv Caribbean
Limited, a company incorporated in the Republic of Trinidad and Tobago.
PAGE 4.
<PAGE>
(b) Exhibits
<TABLE>
<CAPTION>
Exhibit Number Description
<S> <C>
2.0 Stock Exchange Agreement
3.0 Articles of Merger
99.0 Consulting Agreement
<PAGE>
Date: January 5, 1999
Netserv Communications Inc.
By: /s/ Jeannine du Coudray
--------------------------------
Jeannine du Coudray, President,
Chairwoman of Board Directors
and Director
<PAGE>
EXHIBIT 2.0
STOCK EXCHANGE AGREEMENT
THIS AGREEMENT is made this 18th day of November, 1999, by and
between MAS Acquisition XII Corp., a Indiana corporation ("MAS") and Netserv
Caribbean Limited, a Trinidad and Tobago corporation ("NETSERV").
WITNESSETH:
WHEREAS, the total authorized capital stock of NETSERV consists of
6,412,400 shares of common stock, no par value per share, of which
6,412,400 shares are issued and outstanding (Common Stock hereinafter
referred to as the "NETSERV Shares"); and
WHEREAS, MAS desires to acquire all of the issued and outstanding
capital stock of NETSERV, or 6,412,400 shares of Common Stock ("NETSERV Shares")
for 4,912,400 shares of common stock of MAS ("MAS Shares") by exchanging
0.766 MAS Share for each NETSERV Shares; and
WHEREAS, NETSERV agrees to pay MAS Financial Corp. a consulting fee in
connection with this merger transaction, which is detailed in the Consulting
Agreement dated October 11, 1999.
WHEREAS, in reliance on and subject to the terms and conditions,
representations, warranties, covenants and agreements herein contained, NETSERV
desires to sell the NETSERV Shares to MAS, and MAS desires to purchase the
NETSERV Shares in a stock for stock exchange.
NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, and for other good and value consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. PURCHASE AND SALE.
Section 1.1 AGREEMENT TO PURCHASE AND EXCHANGE. In reliance on and
subject to the terms, conditions, representations, warranties, covenants and
agreements herein contained, NETSERV shall assign, transfer and convey unto MAS,
and MAS shall purchase all of the NETSERV Shares in a tax free reorganization.
Section 1.2 PURCHASE PRICE. The aggregate purchase price for the NETSERV
Shares (the "Purchase Price") shall be 4,912,400 MAS Shares.
Section 1.3 CLOSING. The closing of the transaction contemplated in
this Agreement (the "Closing") shall take place at the offices of MAS
Acquisition III Corp., 1710 E. Division St., Evansville, Indiana 47711 on or
around the date first written above or at such other date, time or place as
shall be mutually acceptable to the parties (the "Closing Date").
Section 1.4 TRANSACTIONS AND DOCUMENTS AT AND AFTER CLOSING.
(a) At the Closing, NETSERV shall deliver to MAS certificates
representing 6,412,400 shares of NETSERV, duly endorsed for transfer and a fee
based on a separate Consutling Agreement with MAS Financial Corp. dated
October 11, 1999.
(b) At the Closing, MAS shall deliver to NETSERV the 4,912,400
MAS Shares representing the Purchase Price for the NETSERV Shares, calculated as
set forth hereinabove, and bearing an appropriate legend restricting transfer
except as permitted under Rule 144 of the Securities Act of 1933, as amended.
(c) From time to time and at any time, at MAS's request,
whether on or after the Closing Date, and without further consideration, NETSERV
shall, at its own expense except as otherwise provided in this Agreement,
execute and deliver such further documents and instruments of conveyance
and transfer and shall take such further actions as may be necessary or
convenient, in the reasonable opinion of MAS, to transfer and convey to
MAS, all of its right, title and interest in and to the NETSERV Shares, free and
clear of any lien or adverse claim.
(d) From time to time and at any time, at NETSERV's request,
whether on or after the Closing Date, and without further consideration, MAS
shall, at its own expense except as otherwise provided in this Agreement,
execute and deliver such further documents and instruments of conveyance and
transfer and shall take such further actions as may be necessary or
convenient in the reasonable opinion of NETSERV, to transfer and convey to NETSERV,
all of its right, title and interest in and to the MAS Shares free and clear
of any lien or adverse claim.
2. ADDITIONAL AGREEMENTS.
Section 2.1 MAS'S ACCESS AND INSPECTION. NETSERV has allowed and shall
allow MAS and its authorized representatives full access during normal
business hours from and after the date hereof and prior to the Closing Date
to all of NETSERV's properties, books, contracts, commitments and records for the
purpose of making such investigation as MAS may desire, and NETSERV shall
furnish MAS such information concerning NETSERV's affairs as MAS may
request. NETSERV has caused and shall cause NETSERV's personnel to assist MAS in
making such investigation and shall cause the counsel, accountants, engineers
and other non-employee representatives of NETSERV to be reasonably available to
MAS for such purposes.
Section 2.2 NETSERV'S ACCESS AND INSPECTION. MAS shall allow NETSERV and
its authorized representatives access during normal business hours from and
after the date hereof and prior to the Closing Date to such of MAS's properties,
books, contracts, commitments and records as NETSERV may reasonably request for
the purpose of determining the financial condition of MAS. MAS shall cause
MAS's personnel to assist NETSERV in making such investigation and shall cause
the counsel, accountants, engineers and other non-employee representatives of
MAS to be reasonably available to NETSERV for such purposes.
Section 2.3 COOPERATION. The parties shall cooperate fully with each
other and with their representatives, counsel and accountants in connection
with any steps required to be taken as part of their respective obligations
under this Agreement, and will use their best efforts to consummate the
transactions contemplated hereby and fulfill their obligations hereunder.
Section 2.4 EXPENSES. All of the expenses incurred by MAS in
connection with the authorization, preparation, execution and performance of
this Agreement by MAS, including without limitation all fees and expenses of
agents, representatives, counsel and accountants for MAS, shall be paid by
MAS. All expenses incurred by NETSERV in connection with the authorization,
preparation, execution and performance of this Agreement, including without
limitation all fees and expenses of agents, representatives, counsel and
accountants, shall be paid by NETSERV.
Section 2.5 BROKERS. Each party hereto jointly and severally represents
and warrants that no broker or finder other than MAS Financial Corp. has
acted on its behalf in connection with this Agreement or the transactions
contemplated herein and each party shall indemnify the other and save it
harmless from any claim or demand for commission or other compensation by any
broker, finder or similar agent claiming to have been employed by or on
behalf of such party.
3. REPRESENTATIONS AND WARRANTIES OF NETSERV.
NETSERV represents, covenants and warrants to MAS as follows:
Section 3.1 CORPORATE EXISTENCE/STANDING/AUTHORITY. NETSERV is a
corporation duly organized, validly existing and in good standing under the
laws of Trinidad and Tobago and has the corporate power and authority to
own, operate and lease its respective properties, to carry on its business as
now being conducted, and to enter into this Agreement and to carry out the
transactions contemplated hereby. NETSERV is duly qualified to do business and
is in good standing in each jurisdiction where the failure to qualify would
have a material adverse affect on it. NETSERV has delivered to MAS or its
counsel true and correct copies of the articles of incorporation and by-laws of
NETSERV, together with any amendments thereto.
Section 3.2 SHARES OF STOCK. All issued and outstanding shares of
capital stock of NETSERV have been duly authorized and validly issued and are
fully paid and nonassessable. NETSERV has 6,412,400 shares of common stock
authorized and 6,412,400 shares of common stock issued and outstanding. There
is no other class of capital stock, subscription, option, warrant, call,
right, contract, commitment, understanding or arrangement relating to the
issuance, sale or transfer by NETSERV of any shares of its capital stock,
including any right of conversion or exchange under any outstanding security
or other instrument.
Section 3.3 AUTHORITY. NETSERV has the full right and authority to enter
into and fully perform this Agreement and all other agreements and documents
to be delivered to MAS in connection herewith. All actions required to be
taken by NETSERV to authorize the execution, delivery and performance of this
Agreement and all other agreements and documents to be delivered in
connection herewith have been or will by the Closing Date be properly taken.
This Agreement constitutes the valid and binding obligation of NETSERV. Neither
the execution and delivery of this Agreement and all other ageements and
documents executed in connection herewith nor the consummation of the
transactions contemplated hereby nor the performance of this Agreement and
all other agreements and documents executed in connection herewith will (1)
conflict with or result in a breach of any provision of the certificate of
incorporation or by-laws of NETSERV, (2) violate, conflict with, or result in a
breach of any provision of, or constitute a default (or an event which, with
notice or lapse of time or both, would constitute a default) under, or
result in the termination or in a right of termination or cancellation of,
or accelerate the performance or the payment of money required by, or result
in the creation of any lien, security interest, charge or encumbrance upon
any of NETSERV's properties under any of the terms, conditions or provisions of
any loan agreement, note, bond, mortgage, indenture, lease, agreement or
other instrument or commitment to which NETSERV is a party, or by which NETSERV
or its properties may be bound or affected or (3) violate any order, writ,
injunction, decree, judgment, or ruling of any court or governmental
authority specifically applicable to NETSERV or any of its properties.
Section 3.4 NO VIOLATION. Except as set forth on Schedule 3.4, to the
best knowledge of NETSERV, NETSERV has complied with all rules, regulations,
codes and laws affecting its business and operations and is not in default
under, or in violation of, any provision of any federal, state or local rule,
regulation, code or law nor has NETSERV been given notice of any such default
or violation.
Section 3.5 LICENSES AND RIGHTS. NETSERV possesses all franchises,
easements, licenses, permits and other authorizations from governmental or
regulatory authorities and from all other persons or entities that are
necessary to permit it to engage in its business as presently conducted in
and at all locations and places where it is presently operating. Such
franchises, licenses, permits and other authorizations are set forth on
Schedule 3.5.
Section 3.6 CONSENTS. Except as set forth on Schedule 3.6 hereto, no
approval or consent of any person, firm or other entity or body is required
to be obtained by NETSERV for the authorization of this Agreement or the
consummation by NETSERV of the transactions contemplated hereby.
Section 3.7 NO DEFAULTS. Except as set forth on Schedule 3.7, to the
best knowledge of NETSERV, no default (or event which with the passage of time
or the giving of notice or both would become a default) exists or is alleged
to exist with respect to the performance of any material obligation of NETSERV
under the terms of any material indenture, license, mortgage, deed of trust,
lease, note, guaranty or other contract or instrument, including, but not
limited to, any contract set forth on Schedule 3.17, to which NETSERV is a
party or to which its assets are subject, or by which it is otherwise bound,
and no such default or event exists or is alleged to exist with respect to the
performance of any obligation of any other party thereto.
Section 3.8 FINANCIAL STATEMENTS. MAS has been or will be furnished
with the audited financial statements of NETSERV (the "Financial Statements").
The Financial Statements were prepared in accordance with generally accepted
accounting principles and present fairly and accurately the information set
forth therein.
Section 3.9 ABSENCE OF CERTAIN CHANGES. Except as set forth on Schedule
3.9 hereto, since December 31, 1998, NETSERV has actively conducted its
business in the ordinary and regular course. Since that date, there has not
been any material adverse change in the condition (financial or otherwise),
results of operations, assets, liabilities, properties, business or prospects
of NETSERV nor is any event threatened which would cause such an adverse change,
nor has there occurred any event or governmental regulation or order
restricting the business of NETSERV.
Section 3.10 FACILITIES AND EQUIPMENT. The personal property owned or
leased by NETSERV at its facility for the operation of, or used in, its
business is in its possession or under its control and is adequate for the
operation of such business as presently conducted.
Section 3.11 TITLE TO ASSETS. Except as set forth on Schedule 3.11 or
in the Financial Statements, NETSERV has good, valid and marketable title to
all of its real property and leasehold estates and good and valid title to all
of its other assets (tangible and intangible), including, but not limited to,
all leasehold improvements and equipment and all other properties and assets
reflected or required to be reflected in the Financial Statements and all
properties and assets purchased or leased by it since the dates of such
Financial Statements (except for properties and assets so reflected or
required to be reflected which have been sold or otherwise disposed of in the
ordinary course of business), subject to no liens, pledges, encumbrances,
mortgages, security interests, charges or other similar restrictions of any
nature whatsoever. Except as set forth on Schedule 3.11, NETSERV enjoys
peaceful and quiet possession of its properties and assets pursuant to or by
all of the deeds, bills of sale, leases, licenses and other agreements under
which it is operating its business.
Section 3.12 ABSENCE OF UNDISCLOSED LIABILITIES. NETSERV does not have
any material liabilities or obligations, either accrued or unaccrued, fixed or
contingent, which have not been reflected in the Financial Statements or set
forth on Schedule 3.12 hereof.
Section 3.13 LITIGATION. Schedule 3.13 hereof sets forth a list of all
administrative or judicial proceedings to which NETSERV is a party. Except as
set forth on Schedule 3.13, there is no action, suit, claim, demand,
arbitration or other proceeding, administrative or judicial, pending or, to the
best knowledge of NETSERV, threatened against or relating to NETSERV which,
if adversely determined or resolved, would materially and adversely affect
the financial condition, results of operations, business or prospects of
NETSERV.
Section 3.14 PATENTS AND TRADEMARKS.
(a) Except as set forth on Schedule 3.14(a), NETSERV does not own, or
operate under, any patent, trademark or service mark or any applications
therefor. All trade names (including those whose use is limited to one or
more states of the United States) owned or used by NETSERV are listed on
Schedule 3.14 hereof and, to the extent indicated therein, have been duly
registered with the states of the United States or the corresponding offices
of other countries. Except as set forth on Schedule 3.14, NETSERV is the sole
and exclusive owner of, or has the sole and exclusive power with respect to,
or has the sole and exclusive right to use, the trade names specified on
Schedule 3.14.
(b) Except as set forth on Schedule 3.14(b) hereof, NETSERV has not
ever been charged with infringement or violation of any adversely held
trademark, trade name or copyright.
(c) Except as set forth on Schedules 3.14(a) and 3.14(b), there no
claims or demands of any other person, firm or corporation pertaining to the
trade names, copyright registrations or pending copyright registration
applications, as the case may be, listed on such schedules, and no
proceedings have been instituted which challenge the right of NETSERV in
respect thereof.
Section 3.15 EMPLOYEE BENEFITS.
(a) Schedule 3.15 hereof contains a list of (i) each pension,
profit sharing, bonus, deferred compensation, or other retirement plan or
arrangement for the benefit of any employee or group of employees of NETSERV or
any independent contractors or group of independent contractor of NETSERV, (ii)
each medical, health, disability, insurance or other plan or arrangement of
NETSERV, and (iii) each employee stock option plan or other plan providing for
the purchase of shares of capital stock of NETSERV. All of such plans and
arrangements of NETSERV are referred to herein as the "employee benefit plans".
(b) The amounts reflected in the Financial Statements as liabilities or
contingent liabilities with respect to employee benefit plans have been
calculated In accordance and compliance with applicable law, including
accounting principles relating thereto.
(c) All of the employee benefit plans maintained by NETSERV (and each
funding medium which may be attendant thereto) are in compliance with
applicable law and all reporting and disclosure requirements under applicable
laws and regulations, and have been administered and operated in accordance
with their respective provisions and applicable law. There are no actions,
suits or claims (other than routine claims for benefits) pending with respect
to the employee benefit plans.
(d) NETSERV has filed, published and disseminated all reports,
documents, statements and communications which are required to be filed,
published or disseminated under applicable law and the rules and regulations
promulgated thereunder relating to, and have timely made all modifications
and amendments to, the employee benefit plans.
Section 3,16 TAXES AND TAX RETURNS. NETSERV has duly filed all income,
franchises and other tax returns and reports required to be filed by it and
has duly paid or made provisions for the payment of all taxes (including any
interest or penalties) which are due and payable pursuant to such returns.
NETSERV has withheld proper and accurate amounts from their employees'
compensation in subtantial compliance with all withholding and similar
provisions of applicable law. There are and will hereafter be no tax
deficiencies (including penalties and interest) of any kind assessed against
NETSERV with respect to any period ending on or before the Closing Date.
Section 3.17 CONTRACTS. NETSERV has heretofore furnished to MAS or its
counsel true and complete copies of each document, and a written description
of each oral contact, set forth on Schedule 3.17 hereof. Schedule 3.17 is a
true and complete list of all contracts, understandings, commitments,
arrangements and agreements of the following types, including all amendments
thereto to which NETSERV is a party:
(a) Contracts relating to equipment purchases, or series of similar
equipment purchases from the same supplier, involving an expenditure of, or
if in a series, expenditures in the aggregate of, more than twenty-five
thousand dollars ($25,000);
(b) Bonus, incentive, pension, profit-sharing, hospitalization,
insurance, deferred compensation, retirement, stock option or stock purchase
plans or similar plans providing employee benefits;
(c) Factoring, loan, note, financing or similar contracts with any
lenders or guarantees of undertakings to answer for the debts or defaults of
another, or any contracts encumbering title to any properties, involving in
each case, or if in a series involving the same lender, guarantor or
property, as the case may be, In the aggregate, at least twenty-five thousand
dollars ($25,000);
(d) contracts for the acquisition or disposition of a business or
substantially all of the property, assets or capital stock or other
securities of a business or company under which there are continuing or
unperformed obligations on the part of any of the parties hereto, which
contracts in each case involve at least twenty-five thousand dollars
($25,000);
(e) Conditional sales contracts, leases of personal property or
contracts for the purchase or sale of real or personal property, involving
in each case at least twenty-five thousand dollars ($25,000);
(f) Management or consulting contracts, involving in each case, or
with respect to any individual in the aggregate, at least twenty-five
thousand dollars ($25,000);
(g) Contracts for the furnishing of services or products to or by
NETSERV, involving an expenditure in each case of at least twenty-five thousand
dollars ($25,000);
(h) Royalty or licensing contracts or contracts requiring simliar
payments to unrelated parties individually, or with respect to any unrelated
party in the aggregate, involving or which reasonably may in the future
involve an amount in excess of twenty-five thousand dollars ($25,000)
annually;
(i) All employment agreements between NETSERV and any of its
employees; and
(j) All agreements, contracts and commitments not listed on any
other schedule hereto which individually involve the payment of twenty-five
thousand dollars ($25,000) or more.
Except as set forth on Schedule 3.17, all such contracts,
understandings, commitments, arrangements and agreements are in full force
and effect.
Section 3.18 COLLECTIVE BARGAINING AGREEMENTS. Schedule 3.18 hereof
is a list of all collective bargaining agreements with any labor
organization to which NETSERV is a party. The relations of NETSERV with its
employees are good and there are no impending labor difficulties.
Section 3.19 INSURANCE. NETSERV is insured by insurers unaffiliated
with NETSERV or NETSERV with respect to its properties and the conduct of its
business in such amounts and against such risks as are generally and prudently
maintained for comparable businesses and consistent with its past practice
Section 3.20 REAL PROPERTY.
(a) Schedule 3.20 hereof sets forth a true and complete list of (i)
all real property owned by NETSERV and (ii) all real property leases to which
NETSERV is a party. NETSERV has heretofore furnished to MAS or its counsel true
and complete copies of each written contract and a written description of each
oral contract relating to the list set forth on Schedule 3.20.
(b) With respect to the leases described on Schedule 3.20, except
as setforth on Schedule 3.20;
(i) "All such leases are in writing and duly executed, and,
where required, witnessed, acknowledged and recorded to make them valid and
binding and in full force and effect for the full term thereof, and none have
been modified;
(ii) The rental set forth in each such lease is the actual
rental being paid, and there are no separate agreements or understandings
with respect to the same not set forth in Schedule 3.20;
(iii) The lessee under each such lease has the full right to
exercise any renewal option contained therein and upon due exercise will be
entitled to enjoy the use of the premises for the full term of such renewal
option;
(iv) Upon performance by the lessee of the terms of each such
lease, the lessee has the full right to enjoy the use of the premises demised
thereunder for the full term thereof; and
(v) Except as set forth on Schedule 3.20, all security
deposits required by such leases have been made and no forfeiture with
respect thereto claimed in whole or in part, by any of the lessors.
Section 3.21 MATERIAL MISSTATEMENTS OR OMISSIONS. No representations or
warranties made by NETSERV under this Agreement or in any certificate, schedule
or other document furnished to be furnished to MAS or its counsel pursuant
hereto, or in connection with the transactions contemplated by this
Agreement, contains or will contain any untrue statement of a material fact,
or omits or will omit to state a material fact necessary to make the
statements of fact contained therein not misleading.
4. REPRESENTATIONS AND WARRANTIES OF MAS.
MAS represents, covenants and warrants to NETSERV as follows:
Section 4.1 CORPORATE EXISTENCE/STANDING/AUTHORITY. MAS is a
corporation duly organized, validly existing and in good standing under the
laws of Indiana and has the corporate power and authority to own, operate
and lease its respective properties, to carry on its business as now being
conducted, and to enter into this Agreement and to carry out the
transactions contemplated hereby. MAS is duly qualified to do business and
is in good standing in each jurisdiction were the failure to qualify would
have a material adverse affect on it. MAS has delivered to NETSERV or its
counsel true and correct copies of the articles of incorporation and by-laws of
MAS, together with any amendments thereto.
Section 4.2 SHARES OF STOCK. MAS has authorized 80,000,000 shares of
common stock of which there are presently issued and outstanding 3,587,600
shares of common stock. MAS agrees to acquire all of the issued and
outstanding capital stock of NETSERV, or 6,412,400 shares of Common Stock
("NETSERV Shares") for 4,912,400 shares of common stock of MAS ("MAS Shares")
by exchanging 0.766 MAS Share for each NETSERV Shares. MAS has authorized
20,000,000 shares of preferred stock. None of the 20,000,000 shares of
preferred stock is issued and outstanding. All issued and outstanding shares
of capital stock of MAS have been duly authorized and validly issued and are
fully paid and nonassessable. There is no subscription, option, warrant,
call, right, contract commitment, understanding or arrangement relating to
the issuance, sale or transfer by MAS of any shares of its capital stock,
including any right of conversion or exchange under any outstanding security
or other instrument.
Section 4.3 - AUTHORITY. MAS has the full right and authority to enter
into and fully perform this Agreement and all other agreements and documents
to be delivered to NETSERV in connection herewith. All actions required to be
taken by MAS to authorize the execution, delivery and performance of this
Agreement and all other agreements and documents to be delivered in
connection herewith have been or will by the Closing Date be properly taken.
This Agreement constitutes the valid and binding obligation of MAS. Neither
the execution and delivery of this Agreement and all other agreements and
documents executed in connection herewith nor the consummation of the
transactions contemplated hereby nor the performance of this Agreement and
all other agreements and documents executed in connection herewith will (1)
conflict with or result in a breach of any provision of the certificate of
incorporation or by-laws of MAS, (2) violate, conflict with, or result in a
breach of any provision of, or constitute a default (or an event which, with
notice or lapse of time or both, would constitute a default) under, or
result in the termination or in a right of termination or cancellation of,
or accelerate the performance or the payment of money required by, or result
in the creation of any lien, security interest, charge or encumbrance upon
any of MAS's properties under any of the terms, conditions or provisions of
any loan agreement, note, bond, mortgage, indenture, lease, agreement or
other instrument or commitment to which MAS is a party, or by which MAS or
its properties may be bound or affected or (3) violate any order,' writ,
injunction, decree, judgment, or ruling of any court or governmental
authority specifically applicable to MAS or any of its properties.
Section 4.4 NO VIOLATION. Except as set forth on Schedule 4.4, to the
best knowledge of MAS, MAS has complied with all rules, regulations, codes
and laws affecting its business and operations and is not in default under,
or in violation of, any provision of any federal state or local rule,
regulation, code or law nor has MAS been given notice of any such default or
violation.
Section 4.5 LICENSES AND RIGHTS. MAS possesses all franchises,
easements, licenses, permits and other authorizations from governmental or
regulatory authorities and from all other persons or entities that are
necessary to permit it to engage in its business as presently conducted in
and at all locations and places where it is presently operating. Such
franchises, licenses, permits and other authorizations are set forth on
Schedule 4.5.
Section 4.6 CONSENTS. Except as set forth on Schedule 4.8 hereto, no
approval or consent of any person, firm or other entity or body is required
to be obtained by MAS for the authorization of this Agreement or the
consummation by MAS of the transactions contemplated hereby.
Section 4.7 NO DEFAULTS. Except as set forth on Schedule 4.7, to the
best knowledge of MAS, no default (or event which with the passage of time
or the giving of notice or both would become a default) exists or is alleged
to exist with respect to the performance of any obligation of MAS under the
terms of any indenture, license, mortgage, deed of trust, lease, note,
guaranty or other contract or instrument, including, but not limited to, any
contract set forth on Schedule 4.17, to which MAS is a party or to which its
assets are subject, or by which it is otherwise bound, and no such default or
event exists or is alleged to exist with respect to the performance of any
obligation of any other party thereto.
Section 4.8 FINANCIAL STATEMENTS. NETSERV has been or will be furnished
with audited financial statements of MAS for the year ended December 31,
1998, (the "Financial Statements"). The Financial Statements were prepared in
accordance with generally accepted accounting principles applied on a basis
consistent with prior periods and as of their date of issuance were or will
be true, correct and complete all material respects and present fairly and
accurately the information set forth therein.
Section 4.9 ABSENCE OF CERTAIN CHANGES. Except as set forth on
Schedule 4.9 hereto, since December 31. 1998, MAS has actively conducted its
business in the ordinary and regular course. Since that date, there has not
been any material adverse change in the condition (financial or otherwise),
results of operations, assets, liabilities, properties, business or prospects
of MAS nor is any event threatened which would cause such an adverse change,
nor has there occurred any event or governmental regulation or order
restricting the business of MAS.
Section 4.10 FACILITIES AND EQUIPMENT. MAS does not own any personal
property owned or leased any facility for its operation.
Section 4.11 TITLE TO ASSETS. MAS does not own any tangible
property.
Section 4.12 ABSENCE OF UNDISCLOSED LIABILITIES. MAS does not have
any material liabilities or obligations, either accrued or unaccrued, fixed
or contingent, which have not been reflected in the Financial Statements or
set forth on Schedule 4.12 hereof, or which exceed in the aggregate $5,000.
Section 4.13 LITIGATION. Schedule 4.13 hereof sets forth a list of
all administrative or judicial proceedings to which MAS is a party. Except as
set forth on Schedule 4.13, there is no action, suit, claim, demand,
arbitration or other proceeding, administrative or judicial, pending or, to
the best knowledge of MAS, threatened against or relating to MAS which, if
adversely determined or resolved, would materially and adversely affect the
financial condition, results of operations, business or prospects of MAS.
Section 4.14 PATENTS AND TRADEMARKS.
(a) Except as set forth on Schedule 4.14(a), MAS does not own, or
operate under, any patent, trademark or service mark or any applications
therefor. All trade names (including those whose use is limited to one or
more states of the United States) owned or used by MAS are listed on
Schedule 4.14 hereof and, to the extent indicated therein, have been duly
registered with the states of the United States or the corresponding offices
of other countries.
Except as set forth on Schedule 4.14, MAS is the sole and exclusive owner
of, or has the sole and exclusive power with respect to, or has the sole and
exclusive right to use, the trade names specified on Schedule 4.14.
(b) Except as set forth on Schedule 4.14(b) hereof, MAS has not
ever been charged with infringement or violation of any adversely held
trademark, trade name or copyright.
(c) Except as set forth on Schedules 4.14(a) and 4.14(b), there are
no claims or demands of any other person, firm or corporation pertaining to
the trade names, copyright registrations or pending copyright registration
applications, as the case may be, listed on such schedules, and no
proceedings have been instituted which challenge the right of MAS in respect
thereof.
Section 4.15 EMPLOYEE BENEFITS.
(a) Schedule 4.15 hereof contains a list of (i) each pension, profit
sharing, bonus, deferred compensation, or other retirement plan or
arrangement for the benefit of any employee or group of employees of MAS or
any independent contractors or group of independent contractor of MAS, (ii)
each medical, health, disability, insurance or other plan or arrangement of
MAS, and (iii) each employee stock option plan or other plan providing for
the purchase of shares of capital stock of MAS. All of such plans and
arrangements of MAS are referred to herein as the "employee benefit plans".
(b) The amounts reflected in the Financial Statements as
liabilities or contingent liabilities with respect to employee benefit plans
have been calculated in accordance and compliance with applicable law,
including accounting principles relating thereto.
(c) All of the employee benefit plans maintained by MAS (and each
funding medium which may be attendant thereto) are in compliance with
applicable law and all reporting and disclosure requirements under
applicable laws and regulations, and have been administered and operated in
accordance with their respective provisions and applicable law. There are no
actions, suits or claims (other than routine claims for benefits) pending
with respect to the employee benefit plans.
(d) MAS has filed, published and disseminated all reports,
documents, statements and communications which are required to be filed,
published or disseminated under applicable law and the rules and regulations
promulgated thereunder relating to, and have timely made all modifications
and amendments to, the employee benefit plans.
Section 4.16 TAXES AND TAX RETURNS. MAS has duly filed all income,
franchise and other tax returns and reports required to be filed by it and
has duly paid or made provision for the payment of all taxes (including any
interest or penalties) which are due and payable pursuant to such returns.
MAS has withheld proper and accurate amounts from their employees'
compensation in substantial compliance with all withholding and similar
provisions of applicable law. There are and will hereafter be no tax
deficiencies (including penalties and interest) of any kind assessed against
MAS with respect to any period ending on or before the Closing Date.
Section 4.17 CONTRACTS. MAS has heretofore furnished to NETSERV or its
counsel true and complete copies of each document, and a written description
of each oral contact, set forth on Schedule 4.17 hereof. Schedule 4.17 is a
true and complete list of all contracts, understandings, commitments,
arrangements and agreements of the following types, including all amendments
thereto to which MAS is a party:
(a) Contracts relating to equipment purchases, or series of similar
equipment purchases from the same supplier, involving an expenditure of, or
if in a series, expenditures in the aggregate of, more than $25,000;
(b) Bonus, incentive, pension, profit-sharing, hospitalization,
insurance, deferred compensation, retirement, stock option or stock purchase
plans or similar plans providing employee benefits;
(c) Factoring, loan, note, financing or similar contracts with any
lenders or guarantees of undertakings to answer for the debts or defaults of
another, or any contracts encumbering title to any properties, involving in
each case, or if in a series involving the same lender, guarantor or
property, as the case may be, in the aggregate, at least $25,000;
(d) Contracts for the acquisition or disposition of a business or
substantially all of the property, assets or capital stock or other
securities of a business or company under which there are continuing or
unperformed obligations on the part of any of the parties hereto, which
contracts in each case involve at least $25,000;
(e) Conditional sales contracts, leases of personal property or
contracts for the purchase or sale of real or personal property, involving
in each case at least twenty-five thousand dollars ($25,000);
(f) Management or consulting contracts, involving in each case, or
with respect to any individual in the aggregate, at least twenty-five
thousand dollars ($25,000);
(g) Contracts for the furnishing of services or products to or by
MAS, involving an expenditure in each case of at least twenty-five thousand
dollars ($25,000);
(h) Royalty or licensing contracts or contracts requiring similar
payments to unrelated parties individually, or with respect to any unrelated
party in the aggregate, involving or which reasonably may in the future
involve an amount in excess of twenty-five thousand dollars ($25,000)
annually;
(i) All employment agreements between MAS and any of its employees;
and
(j) All agreements, contracts and commitments not listed on any
other schedule hereto which individually involve the payment of twenty-five
thousand dollars ($25,000) or more.
Except as set forth on Schedule 4.17, all such contracts,
understandings, commitments, arrangements and agreements are in full force
and effect.
Section 4.18 COLLECTIVE BARGAINING AGREEMENTS Schedule 4.18 hereof is
a list of all collective bargaining agreements with any labor organization
to which MAS is a party. The relations of MAS with its employees are good
and there are no impending labor difficulties.
Section 4.19 INSURANCE. MAS has no insurance policy.
Section 4.20 REAL PROPERTY.
(a) MAS does not own nor lease any real property.
Section 4.20 MATERIAL MISSTATEMENTS OR OMISSIONS. No
representations or warranties made by MAS under this Agreement or in any
certificate, schedule or other document furnished or to be furnished to NETSERV
or its counsel pursuant hereto, or in connection with the transactions
contemplated by this Agreement, contains or will contain any untrue statement
of a material fact, or omits or will omit to state a material fact necessary
to make the statements of fact contained therein not misleading.
5. COVENANTS AND TRANSACTIONS PRIOR TO CLOSING
Section 5.1 CONDUCT AND TRANSACTIONS OF NETSERV PRIOR TO THE CLOSING.
Between the date of this Agreement and the Closing, the executive officers
and board of directors of NETSERV shall retain full control of the management
and business thereof. In order to assure protection and preservation of
NETSERV's business as well as NETSERV's performance of its obligations under
and related to this Agreement, NETSERV agrees that from the date of this
Agreement up to and including the Closing;
(a) NETSERV shall give MAS, its counsel, accountants, appraisers
and other representatives or experts retained by MAS full access on
reasonable notice to all the premises and books, records and personnel of
NETSERV during normal business hours and cause NETSERV to furnish to MAS such
financial and operating data and other information with respect to the business
and properties of NETSERV as MAS may from time to time reasonably request. In
the event of termination of this Agreement for any reason, MAS will return all
documents, work papers and other materials obtained from NETSERV or NETSERV
and will not further disclose to third parties any confidential information
obtained by it pursuant hereto.
(b) NETSERV shall use all reasonable efforts to (i) preserve
intact the present business organization and personnel of NETSERV, (ii)
preserve the present goodwill and advantageous relationships of NETSERV with
all persons having business dealings with NETSERV, and (iii) preserve and
maintain in force all licenses, certificates, leases, contracts, permits,
registrations, franchises, confidential trade names and copyrights, and
applications for any of same, bonds and other similar rights of NETSERV. Except
as otherwise provided in this Agreement, NETSERV shall refrain from entering
into any new employment or consulting agreements with any of its present
officers, management personnel or consultants, or any other employment or
consulting agreement with any other person, not terminable by NETSERV on less
than thirty (30) days' notice. NETSERV shall maintain in force all property,
casualty, crime, life, directors, officers and other forms of insurance and
bonds which it presently carries and, except with the written consent of MAS,
no cancellation or assignment of existing insurance coverage will be effected
by NETSERV.
(c) NETSERV shall operate its business only in the usual, regular
and ordinary course and manner, and, except with the written consent of NETSERV,
shall refrain from (i) selling or agreeing to sell any capital stock, or (ii)
except in the ordinary course of business, encumbering or mortgaging any
property or assets or terminating or modifying any lease or incurring any
obligation
(contingent or otherwise).
(d) NETSERV shall not discuss or negotiate with any third party
a possible sale of all or any part of the capital shares or assets of NETSERV,
nor provide any information to any third party with respect thereto, other than
such Information which is provided in the ordinary course of the business
operation of NETSERV to third parties, provided NETSERV has no reason to believe
that such information may be utilized to evaluate a possible sale of the capital
shares or assets of NETSERV.
(e) NETSERV will exert its best efforts to fulfill in a timely
manner all objectives and conditions to permit consummation of the transactions
as contemplated by this Agreement and execute and deliver to MAS any and all
documents necessary, in the reasonable opinion of its counsel, to consummate the
transactions contemplated by this Agreement.
Section 5.2 CONDUCT BY MAS PRIOR TO CLOSING. Between the date
of this Agreement and the Closing Date, MAS shall use its best efforts to
fulfill in a timely manner all objectives and conditions to permit consummation
of the transactions as contemplated by this Agreement and execute and deliver to
NETSERV any and all documents necessary, in the reasonable opinion of its
counsel, to consummate the transactions contemplated by this Agreement.
6. CONDITIONS PRECEDENT TO OBLIGATIONS OF MAS
The obligations of MAS under this Agreement are, at its option,
subject to satisfaction of the following conditions at or prior to the Closing:
Section 6.1 REPRESENTATIONS OF NETSERV. The representations and
warranties of NETSERV set forth in this Agreement shall be true and complete in
all material respects on and as of the Closing to the same extent and with the
same force and effect as if made on such date, except as expressly provided to
the contrary in this Agreement.
Section 6.2 CONSENTS. All necessary approvals or consents shall have been
obtained from any and all federal departments and agencies and from all other
commissions, boards, agencies and from any other person, firm or entity whose
approval or consent is necessary to the consummation of the transactions
contemplated by this Agreement.
Section 6.3 PERFORMANCE BY NETSERV. NETSERV shall have duly performed all
obligations, covenants and agreements undertaken by them herein and complied
with all terms and conditions applicable to them hereunder to be performed and
complied with prior to the Closing.
Section 6.4 DOCUMENTS TO BE DELIVERED TO MAS. MAS shall have
received:
(a) A certificate, dated as of the Closing and executed by
NETSERV certifying as to the fulfillment of the matters contained in Sections
6.1, 6.2 and 6.3;
(b) True and complete copy of the certificates of incorporation
of NETSERV, certified by the Republic of Trinidad and Tobago or similar office
of competent jurisdiction, and of the by-laws of NETSERV, together with all
amendments thereto, certified by the Secretary of NETSERV;
(c) Good standing certificate for NETSERV, certified by the
Secretary of State of Nevada;
(d) Certificates representing 6,412,400 of the NETSERV Shares,
duly endorsed for transfer, and NETSERV shall have received the 4,912,400 MAS
Shares, duly endorsed for transfer. All such shares shall be subject to Rule
144 legend.
Section 6.5 SUITS. No suit, action or other proceeding shall be threatened
or pending before any court or governmental agency in which it will be or it is
sought to restrain or prohibit or to obtain damages or other relief in
connection with this Agreement or the consummation of the transactions
contemplated by this Agreement or which is likely to materially and adversely
affect the financial condition, results of operations, business or prospects of
NETSERV.
7. CONDITIONS PRECEDENT TO OBLIGATIONS OF NETSERV
The obligations of NETSERV under this Agreement are, at its option,
subject to satisfaction of the following conditions at or prior to the initial
Closing:
Section 7.1 REPRESENTATIONS AND WARRANTIES. The representations and
warranties of MAS set forth in this Agreement shall be true and complete in
all material respects on and as of the Closing to the same extent and with the
same force and effect as if made on such date, except as affected by the
transactions contemplated by this Agreement.
Section 7.2 CONSENTS. All necessary approvals or consents shall have been
obtained from any and all federal departments and agencies and from all other
commissions, boards, agencies and from any other person, firm or entity whose
approval or consent is necessary to the consummation of the transactions
contemplated by this Agreement.
Section 7.3 PERFORMANCE BY MAS. MAS shall have duly performed all
obligations, covenants and agreements undertaken by it herein and complied with
all the terms and conditions applicable to them hereunder to be performed or
complied with prior to the Closing.
Section 7.4 DOCUMENTS TO BE DELIVERED TO NETSERV. NETSERV shall have
received:
(a) certificate dated as of the Closing, and executed by an
officer of MAS, certifying as to the fulfillment of the matters contained in
Sections 7.1, 7.2 and 7.3;
(b) Certificates representing 4,912,400 MAS Shares, duly endorsed
for transfer, and MAS shall have received 6,412,400 NETSERV Shares, duly
endorsed for transfer.
(c) True and complete copies of the certificate of incorporation
of MAS and of the by-laws of MAS, together with all amendments thereto,
certified by the Secretary of MAS;
(d) True and correct copies of Minutes of the Board of Directors
authorizing the officers and the Company to consummate the transaction.
Section 7.5 SUITS. No suit, action or other proceeding shall be threatened
or pending before any court or governmental agency in which it will be or it is
sought to restrain or prohibit or to obtain damages or other relief in
connection with this Agreement or the consummation of the transactions
contemplated by this Agreement.
8. SURVIVAL OF REPRESENTATIONS AND WARRANTIES AND INDEMNIFICATION
Section 8.1 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. Notwithstanding
the closing of the transactions contemplated by this Agreement, or any
investigation made by or on behalf of NETSERV or MAS, the representations
and warranties of NETSERV or MAS contained in this Agreement or in any
certificate, schedule, chart, list, letter, compilation or other document
delivered pursuant hereto, shall survive the Closing for a period of one (1)
year; provided, however, that as to any breach of, or misstatement in, any such
representation or warranty as to which one party has given notice to the other
on or prior to the expiration of such one (1) year period, the same shall
continue to survive beyond said period, but only as to the matters provided in
this Agreement, NETSERV shall refrain from entering into any new
employment or consulting agreements with any of its present officers,
management personnel or consultants, or any other employment or consulting
agreement with any other person, not terminable by NETSERV on less than thirty
(30) days' notice. NETSERV shall maintain in force all property, casualty,
crime, life, directors, officers and other forms of insurance and bonds
which it presently carries and, except with the written consent of MAS, no
cancellation or assignment of existing insurance coverage will be effected
by NETSERV.
(c) NETSERV shall operate its business only in the usual, regular
and ordinary course and manner, and, except with the written consent of NETSERV,
shall refrain from (i) selling or agreeing to sell any capital stock, or (ii)
except in the ordinary course of business, encumbering or mortgaging any
property or assets or terminating or modifying any lease or incurring any
obligation AS made in or
Section 8.4 DEFENSE AGAINST ASSERTED CLAIMS. If any claim or
assertion of liability is made or asserted by a third party against a party
indemnified pursuant to this Article 8 ("Indemnified Party") based on any
liability or absence of right which, if established, would constitute a matter
for which the Indemnified Party would be entitled to indemnification by another
party hereto ("the Indemnifying Party") the Indemnified Party shall with
reasonable promptness give to the Indemnifying Party written notice of the
claim or asserting of liability and request the Indemnifying Party to defend
the same. Failure to so notify the Indemnifying Party shall not relieve the
Indemnifying Party of any liability which the Indemnifying Party might have to
the Indemnified Party unless such failure materially prejudices the Indemnifying
Party's position. The Indemnifying Party shall have the right to defend against
such liability or assertion, in which event the Indemnifying Party shall give
written notice to the Indemnified Party of the acceptance of defense of such
claim and the identity of counsel selected by the Indemnifying Party with
respect to such matters. The Indemnified Party shall be entitled to participate
with the Indemnifying Party in such defense and also shall be entitled at its
option to employ separate counsel for such defense at the expense of the
Indemnified Party. In the event the Indemnifying Party does not accept the
defense of the matter as provided above or in the event that the Indemnifying
Party or its counsel fails to use reasonable care in maintaining such defense,
the Indemnified Party shall have the full right at its option to defend against
the liability or assertion and to employ counsel for such defense at the expense
of the Indemnifying Party. All parties hereto will cooperate with each other in
the defense of any such action and the relevant records of each shall be
available to the others with respect to such defense.
9. POST-CLOSING MATTERS
9.1 PERFORMANCE PONDS. NETSERV shall maintain in force at its expense,
until their maturity or expiration in accordance with their terms, all
performance bonds issued by NETSERV prior to the Closing Date.
10. ASSIGNMENT, THIRD PARTIES, BINDING EFFECT
The rights under this Agreement shall not be assignable nor the duties
delegable by any party without the written consent of all parties hereto having
been obtained thereto. Nothing contained in this Agreement, express or implied,
is intended to confer upon any person or entity, other than the parties hereto,
and their successors in interest, any rights or remedies under or by reason of
this Agreement unless so stated expressly to the Contrary. All covenants,
agreements, representations and warranties of the parties contained herein shall
be binding upon and inure to the benefit of MAS and NETSERV and their respective
successors and permitted assigns.
11. ABANDONMENT
In the event the transactions contemplated hereby are terminated or
abandoned by mutual agreement of the parties hereto, there shall be no
liability on the part of any of the parties by reason of such termination or
abandonment.
12. NOTICES
All notices, requests, demands and other communications hereunder shall be
writing and shall, be deemed to have been duly given when personally delivered
or deposited in the mail, certified or registered, return receipt requested,
postage prepaid, addressed to the parties at the following addresses (or at
such other address as shall be given in writing by any party to the other) as
follows:
To MAS: Mr. Aaron Tsai
MAS Acquisition XII Corp.
1710 East Division Street
Evansville, Indiana 47711
Telephone: (812) 479-7266
Facsimile: (812) 479-7267
To NETSERV: Ms. Jeannine du Coudray
Netserv Caribbean Limited
16 Victoria Avenue,
Port of Spain, Trinidad, West Indies
Telephone: (868) 623-2882
Facsimile: (868) 624-4096
13. REMEDIES NOT EXCLUSIVE
No remedy conferred by any of the provisions of this Agreement is intended
to be exclusive of any other remedy, and each and every remedy shall be
cumulative and shall be in addition to every remedy given hereunder or now or
hereafter existing, at law or in equity by statute or otherwise. The election of
any one or more remedies by MAS or NETSERV shall not constitute a waiver of the
right to pursue other available remedies.
14. COUNTERPARTS
This Agreement may be executed in one or more counterparts each of which
shall be deemed to be an original but all of which together shall constitute one
and the same instrument.
15. CAPTIONS AND SECTION HEADINGS
Captions and section headings used herein are for convenience only and are
not a part of this Agreement and shall not be used in construing it.
16. WAIVERS
Any failure by any of the parties hereto to comply with all of the
obligations, agreements or conditions set forth herein may be waived by the
other party or parties, provided, however that any such waiver shall not be
deemed a waiver of any other obligation, agreement or condition contained
herein.
17. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties. There
are not and shall not be any verbal statements, representations, warranties,
undertakings or agreements between the parties, and this Agreement may not be
amended or modified in any respect except by a written instrument signed by the
parties hereto.
18. APPLICABLE LAW
This Agreement shall be governed and construed in accordance with the laws
of the State of Indiana. MAS and NETSERV agree to the jurisdiction of the Courts
of the State of Indiana as the exclusive forum for the resolution of any legal
disputes between the parties.
* * *
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the date first above written.
MAS Acquisition XII Corp.
By /s/ Aaron Tsai
---------------------------------------------
Aaron Tsai, President
Netserv Caribbean Limited
By /s/ Jeannine du Coudray
---------------------------------------------
Jeannine du Coudray, Chairwoman and President
<PAGE>
EXHIBIT 3.0
[ LOGO ] ARTICLES OF MERGER SUE ANNE GILROY
[ State of ] State Form 39036 (R5 / 2-97) SECRETARY OF STATE
[ Indiana ] Approved by State Board CORPORATIONS DIVISION
of Accountants, 1995 302 W. Washington St. Rm. E018
Indianapolis, IN 46204
Telephone: (317) 232-6576
Indiana Code 23-1-40-1 et seq.
INSTRUCTIONS: Use 8 1/2" x 11' white FILING FEE:$90.00
paper for inserts.
Present original and two (2) copies to address in upper
right corner of this form.
Please TYPE or PRINT
- --------------------------------------------------------------------------
ARTICLES OF MERGER / SHARE EXCHANGE
OF
Netserv Caribbean Limited
----------------------------------------------------------------------
(Hereinafter "the nonsurviving corporation(s)")
- --------------------------------------------------------------------------
INTO
MAS Acquisition XII Corp.
----------------------------------------------------------------------
(Hereinafter "the surviving corporation")
- --------------------------------------------------------------------------
- --------------------------------------------------------------------------
ARTICLE I - SURVIVING CORPORATION
- --------------------------------------------------------------------------
SECTION 1:
The name of the Corporation surviving the merger is:
Netserv Communications Inc.
and such name X has _ has not (designate which) been changed as a
result of the merger.
SECTION 2:
a. The surviving corporation is a domestic corporation existing pursuant
to the provisions of the Indiana Business Corporation Law incorporated on
October 7, 1996.
----------------
b. The surviving corporation is a foreign corporation incorporated under
the laws of the State of ______________________ and _ qualified _ not
qualified (designate which) to do business in Indiana.
If the surviving corporation is qualified to do business in Indiana, state
the date of qualification:________________________.
(If Application for Certificate of Authority is filed concurrently
herewith state "Upon approval of Application for Certificate of Authority".)
- --------------------------------------------------------------------------
- --------------------------------------------------------------------------
ARTICLE II - NONSURVIVING CORPORATION (S)
- --------------------------------------------------------------------------
The name, state of incorporation, and date of incorporation or qualification
(if applicable) respectively, of each Indiana domestic corporation and
Indiana qualified foreign corporation, other than the survivor, which is
party to the merger are as follows:
- --------------------------------------------------------------------------
Name of Corporation Netserv Caribbean Limited
- --------------------------------------------------------------------------
State of Domicile Date of Incorporation or qualification
in Indiana (if applicable)
Trinidad and Tobago n/a
- --------------------------------------------------------------------------
Name of Corporation
- --------------------------------------------------------------------------
State of Domicile Date of Incorporation or qualification
in Indiana (if applicable)
- --------------------------------------------------------------------------
Name of Corporation
- --------------------------------------------------------------------------
State of Domicile Date of Incorporation or qualification
in Indiana (if applicable)
- --------------------------------------------------------------------------
- --------------------------------------------------------------------------
ARTICLE III - PLAN OF MERGER OR SHARE EXCHANGE
- --------------------------------------------------------------------------
The Plan of Merger or Share Exchange, containing such information as
required by Indiana Code 23-1-40-1(b), is set forth in "Exhibit A",
attached hereto and made a part hereof.
- --------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------
ARTICLE IV - MANNER OF ADOPTION AND VOTE OF SURVIVING CORPORATION
(Must complete Section 1 or 2)
- --------------------------------------------------------------------------
SECTION 1: _ Shareholder vote not required
The merger / share exchange was adopted by the incorporators or board
of directors without shareholder action and shareholder action was not
required.
- --------------------------------------------------------------------------
SECTION 2: X Vote of shareholders (Select either A or B)
The designation (i.e., common, preferred or any classification where
different classes of stock exist), number of outstanding shares, number
of votes entitled to be cast by each voting group entitled to vote
separately on the merger / share exchange and the number of votes of
each voting group represented at the meeting is set forth below:
A. Unanimous written consent executed on _________ 19 __ and signed by
all shareholders entitled to vote.
B. Vote of shareholders during a meeting called by the Board of Directors.
- --------------------------------------------------------------------------
TOTAL A B C
DESIGNATION OF EACH VOTING GROUP (i.e. preferred and common) Common
- --------------------------------------------------------------------------
NUMBER OF OUTSTANDING SHARES 8,519,800
- --------------------------------------------------------------------------
NUMBER OF VOTES ENTITLED TO BE CAST 8,519,800
- --------------------------------------------------------------------------
NUMBER OF VOTES REPRESENTED AT MEETING 8,250,000
- --------------------------------------------------------------------------
SHARES VOTED IN FAVOR 8,250,000
- --------------------------------------------------------------------------
SHARES VOTED AGAINST 0
- --------------------------------------------------------------------------
- --------------------------------------------------------------------------
ARTICLE V - MANNER OF ADOPTION AND VOTE OF NONSURVIVING CORPORATION
(Must complete Section 1 or 2)
- --------------------------------------------------------------------------
SECTION 1: _ Shareholder vote not required
The merger / share exchange was adopted by the incorporators or board
of directors without shareholder action and shareholder action was not
required.
- --------------------------------------------------------------------------
SECTION 2: X Vote of shareholders (Select either A or B)
The designation (i.e., common, preferred or any classification where
different classes of stock exist), number of outstanding shares, number
of votes entitled to be cast by each voting group entitled to vote
separately on the merger / share exchange and the number of votes of
each voting group represented at the meeting is set forth below:
A. Unanimous written consent executed on _________ 19 __ and signed by
all shareholders entitled to vote.
B. Vote of shareholders during a meeting called by the Board of Directors.
- --------------------------------------------------------------------------
TOTAL A B C
DESIGNATION OF EACH VOTING GROUP (i.e. preferred and common) Common
- --------------------------------------------------------------------------
NUMBER OF OUTSTANDING SHARES 6,412,400
- --------------------------------------------------------------------------
NUMBER OF VOTES ENTITLED TO BE CAST 6,412,400
- --------------------------------------------------------------------------
NUMBER OF VOTES REPRESENTED AT MEETING 4,351,000
- --------------------------------------------------------------------------
SHARES VOTED IN FAVOR 4,351,000
- --------------------------------------------------------------------------
SHARES VOTED AGAINST 0
- --------------------------------------------------------------------------
- --------------------------------------------------------------------------
In Witness Whereof, the undersigned being the Chairwoman of Board of
the surviving corporation executes these Articles of Merger / Share
Exchange and verifies, subject to penalties of perjury that the
statements contained herein are true, this 18th day of November, 1999.
- --------------------------------------------------------------------------
Signature Printed name
/s/ Jeannine du Coudray Jeannine du Coudray
- --------------------------------------------------------------------------
<PAGE>
EXHIBIT 99.0
MAS FINANCIAL CORP.
1710 E. Division St. Tel: (812) 479-7266
Evansville, IN 47711 Fax: (812) 479-7267
- --------------------------------------------------------------------------
CONSULTING AGREEMENT
This agreement is entered into on this 11th day of October, 1999 by and
between MAS Financial Corp. (hereinafter referred to as "MAS"), and Netserv
Caribbean Limited, their heirs, designees or assignees, (hereinafter referred
to as "Client"), and is made with reference to the following recitations:
Whereas, MAS has skills and expertise in the fields of business consulting,
due diligence, mergers and acquisitions, and public and private offering
structuring and transactions, and,
Whereas, for the purpose of advancing the business plans of Client, Client
wishes to contract for the control stock of an acquisition company from
MAS, and,
Whereas MAS owns or controls the control stock of a public shell corporation
(hereinafter referred to as "Acquisition" company, a corporation organized
under the laws of the State of Indiana, having those classes and numbers of
shares as more fully set forth on the company information sheet attached
hereto and made a part hereof by reference. MAS has control of Acquisition
company and is prepared to transfer the control block. Now, therefore, the
parties hereto hereby agree and covenant as follows:
(1) MAS agrees to take certain actions, and undertake certain obligations
for the orderly transfer of the control block of stock of Acquisition
company (4,912,400 shares of the total 8,500,000 shares issued or to be
issued and outstanding) as directed by Client. MAS agrees as well to do all
of the following acts:
* Name Change and New Stock Certificates
* Unaudited financial statements brought forward to most recent period.
* Change of officers and directors and resignation of present board
* 15C211 prepared and filed with NASD.
* Deliver control block shares.
* Obtain CUSIP number.
* Obtain a stock symbol for trading on the OTC Bulletin Board.
* Furnish Market Maker.
* Any other document or act needed to make an orderly transfer of control.
* Prepare and file 8-K and Schedule 14f-1
All expenses incurred by the Acquisition company, after the transfer of
control by MAS to the Client, shall be the responsibility of the Acquisition
company.
(2) The Client agrees to pay MAS a consulting fee of US$200,000 as follows:
* The first US$100,000 is due and payable at closing.
* The second US$100,000 is due and payable upon clearance of price
quotation on the OTC Bulletin Board.
(3) At closing, which shall take place at a time and place mutually agreeable
to the parties hereto, MAS shall deliver to Client or its designee the following:
(a) Certificates representing the shares being sold hereunder; containing
the following legend:
"The securities represented by this Certificate have not been registered under
the Securities Act of 1933 (the "Act") and are "Restricted Securities" as the
term is defined in Rule 144 under the Act. The Common Shares may not be
offered for sale, sold or otherwise transferred except pursuant to an
effective registration statement under the Act or exemption, the availability
of which is to be established to the satisfaction of the Corporation."
<PAGE>
(b) Necessary consents, if any, from the state of domicile of the
Acquisition company;
(c) All corporate books, records, and documents, stock books, ledgers,
minute books, articles and by-laws of the Acquisition company;
(d) Shareholder list of the Acquisition company;
(e) Resignations of all present officers and directors, effective as of the
closing date;
(f) Copy of two years of audited year-end financial statements;
(4) MAS represents and warrants the following:
(a) that the Acquisition company is a corporation duly organized and
existing under the laws of the State of Indiana, unless otherwise noted;
(b) that the Acquisition company will use its best efforts to preserve its
business organization intact.
(c) that the Acquisition company will not enter into any contract,
commitment or transaction, or declare, set aside or pay any dividend, or
make any distribution in respect of its capital stock, or waive any
obligation or liability, or compromise any claim, or cancel any note,
loan or other obligation owed to it, without the consent of Client.
(5) MAS represents and warrants the following prior to closing:
(a) That MAS will not cause any amendment to be made in the Articles of
Incorporation or By-Laws of the Acquisition company, nor issue or cause
to be issued any additional shares of capital stock; nor issue or cause
to be issued any warrants, obligations, subscriptions, options,
convertible securities, or other commitments under which any additional
shares of its capital stock may be directly or indirectly authorized,
issued or transferred nor will either agree to do any of the acts listed
above.
(6) Client represents and warrants the following prior to closing:
(a) That Client is solely responsibly for the decision to by acquired by
the Acquisition company,
(b) That the Client to be acquired by the Acquisition company which is the
subject of this agreement shall be suitable in all respects for such merger,
(7) The parties shall at all times keep each other's information, sources,
trade secrets, processes, and confidential information strictly confidential.
(8) MAS is not rendering legal advise to Client. Each party is
responsible for all of it's own professional, legal, accounting, Broker-Dealer,
and consulting fees as they may apply to each party.
(9) Should Client terminate this transaction for any reason other than the
malfeasance or nonperformance of MAS prior to the acquisition of the
Acquisition company, all monies paid to MAS up until that point shall be
retained by MAS as liquidated damages. The parties agree to the
reasonableness of these liquidated damages. All documents and work product
prepared for or on behalf of Client by MAS up until that point shall become
the property of Client.
(10) MAS warrants that the Acquisition company being transferred shall be
transferred with no liabilities and little or no assets, and shall defend
and hold Client and the Acquisition company harmless against any action
by any third party against either of them arising out of, or as a
consequence of, any act or omission of MAS or the Acquisition company prior
to, or during the closing contemplated by this contract of sale. MAS
reserves the right, if necessary, to substitute another Acquisition company
acceptable to Client of like worth.
(11) All of the representations and warranties contained within this
contract of sale, whether made by Client, MAS, or MAS on behalf of the
Acquisition company, will be true and correct on the closing date as if
made on that date.
<PAGE>
(12) At any time prior to the closing, Client and their counsel, accountants
and other agents shall have full access during normal business hours to all
properties, books, accounts, records, contracts and documents relating to
the Acquisition company.
(13) This agreement shall be governed by the laws of the State of Indiana.
The parties agree to the jurisdiction of the Courts of the State of Indiana
and the United States District Court for the Southern District of Indiana as
the forums for the resolution of any legal disputes between the parties.
Client agrees to pay court costs, attorney fees in a reasonable amount, and
interest on any unpaid balances at the judgment rate then in effect in the
State of Indiana should it become necessary for MAS to engage in legal
action to recover any portion of the purchase price or any other fees
from Client.
(14) If any bona fide action or proceeding shall be pending against any
party on the closing date that could result in an unfavorable judgment,
decree or order that would prevent or make unlawful the performance of
this agreement, or if any agency of the federal or of any state government
shall have objected to it on or before the closing date to this transaction,
or if any prospectus contemplated with respect to the issuance and sale of
shares by Buyers shall have been disapproved by any federal or state
regulatory agency, either party may cancel and terminate this agreement
without liability to the other. All representations and warranties of
the parties shall expire and terminate and be extinguished by the closing,
and consummation of the closing shall be conclusive proof that each party
is fully satisfied with the facts constituting the basis of the
representations and warranties of the other party and with the performance
of their obligations hereunder. This paragraph shall not affect any
obligation of any party under this contract that is permitted to be performed
in whole or in part after the closing.
(15) Neither party may assign this agreement without the prior written consent
of the other party, which consent shall not be unreasonably withheld. However,
MAS may requires up to 180 days to perform due diligence on any assignee of
Client, and may reject any assignee not qualified by MAS.
(16) This documents contains the entire agreement between the parties hereto.
No oral or other representation or warranty has been given to Client by MAS,
and this agreement controls over any and all oral representations made by
any party to this transaction. This agreement may only be modified by a
writing, signed by the parties.
(17) Each party agrees to execute all of the documents and do all of the
things necessary to effectuate the purpose of this agreement, without delay
or limitations.
Accepted and Agreed: Accepted and Agreed:
/s/ Aaron Tsai /s/ Jeannine du Coudray
_____________________________ _______________________________________
MAS Financial Corp. Netserv Caribbean Limited
By: Mr. Aaron Tsai, President By: Ms. Jeannine du Courdray, President
and Chairwoman
Mailing Address:
MAS Financial Corp. Netserv Caribbean Limited
1710 E. Division St. 16 Victoria Avenue, Port of Spain
Evansville, IN 47711 Trinidad, West Indies
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