<PAGE>2
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10SB
General Form for Registration of Securities of Small
Business Issuers
Under Section 12(b) or (g) of the Securities Exchange Act of 1934
JARRETT/FAVRE DRIVING ADVENTURE, INC.
(Exact name of Small Business Issuer in its charter)
FLORIDA 59-3564984
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
3660 Maguire Boulevard, Suite 101, Orlando Florida 32803
(Address of principal executive offices) (Zip Code)
Registrant's Telephone number, including area code: (888) 467-2231
Securities to be registered pursuant to Section 12(b) of the Act:
None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value
Forward-Looking Statements and Associated Risk. This Registration
Statement, contains forward-looking statements including statements
regarding, among other items, the Corporation's growth strategies, and
anticipated trends in the Corporation's business and demographics.
These forward-looking statements are based largely on the Corporation's
expectations and are subject to a number of risks and uncertainties,
certain of which are beyond the Corporation's control. Actual results
could differ materially from these forward-looking statements.
<PAGE>3
ITEM 1. DESCRIPTION OF BUSINESS
The Corporation is in the development stage and will offer a wide range
of NASCAR style driving schools and events endorsed and co-developed by
renowned driving champions, Ned and Dale Jarrett. These programs will
be conducted at various nationally recognized racetracks throughout the
country. The Corporation owns several "NASCAR" type automobiles and
has secured several racetrack locations at which it will offer these
services at various dates during the coming fiscal year. The
Corporation completed its first driving program date during the weekend
o July 4, 1999.
Products and Services. The Corporation will offer various types of
programs for individuals and corporations at its Driving Adventure
locations. These programs will allow customers to either ride with an
experienced driver or to get behind the wheel of an authentic stock
car. The Corporation will offer driving programs of various lengths
and durations. To date, no pricing guidelines have been set and may
vary due to location and local competition. The Corporation intends
to develop two full driving schools in the next full year.
The Corporation will purchase five (5) stock cars for each active
location at an approximately price of $50,000 per car. Parts will be
nominal due to the lack of real pressure asserted on the cars,
approximately $10,000 per month per site. Staffing costs will be
approximately $40,000 per month at each active location.
The Corporation intends to contract with racing tracks of local owners
for five to ten percent of revenue.
The Corporation will also offer a number of add-on sale items including
individual and group pictures, videos from its AdventureCam to be
located in the car (split screen cameras), clothing and souvenirs.
The Corporation is currently developing its logos and marketing
materials and will commence the trademarking process for its name and
various products and services.
Marketing. The Corporation will offer its products and services at
various tracks throughout the country. The Corporation shall employ a
sales staff of two at each location. These individuals will primarily
be responsible with closing the prospects created through promotion.
These services will be sold as corporate outings and directly to the
public through various marketing and advertising mediums such as
television, radio, billboard, newspaper, direct mail and on-site
marketing.
Promotional and Licensing Agreements. In December 1998, the
Corporation entered into promotional and licensing agreements with Dale
Jarrett, Ned Jarrett, Glenn Jarrett, Jason Jarrett and Brett Favre
(individually, the "Licensor") whereby these individuals have granted
the Corporation the use of their names and likeliness in advertising,
products and promotional materials, as well as an agreed upon number of
appearances per year and an agreed upon number of radio and/or
television commercials as set out in each agreement. Ned Jarrett is
the father of Dale Jarrett and Glenn Jarrett. Dale Jarrett is the
father of Jason Jarrett.
Pursuant to these agreements, the Corporation has issued an aggregate
of 5,500,000 Common Shares of the Corporation. The term of each
agreement is Ten (10) years unless sooner terminated by the occurrence
of any of the following:
(a) a material breach by the Corporation of the agreement which breach
has not been satisfied within thirty (30) days of receipt of written
notice from the Licensor;
(b) upon receipt of written notice from the Licensor if, as a result
of (i) any act or omission of the Corporation, (ii) any claim or charge
against the Corporation or (iii) any other occurrence or circumstances
involving the Corporation, the continued association of Licensor with
the Corporation would be detrimental to the value of the Licensed
Material or to Licensor's image or reputation;
(c) the failure of the Corporation to continually operate and manage
the business according to the policies, practices and standards agreed
to by the parties;
<PAGE>4
(d) the failure of the Corporation to raise the $100,000 in investment
capital; and
(e) the failure of the Corporation to comply with any laws and
regulations, the consequences of which are material adverse to the
Corporation.
During the term of the agreements, the Licensor agrees not to directly
or indirectly (whether for compensation or otherwise), provide
promotional appearances or services to any business which competes with
the Corporation's business of owning and managing driving schools.
The Corporation has also agreed not to issue any additional common
shares, preferred shares or warrants in the Corporation's stock to
insiders, directors without the Licensor's approval. Additionally,
any and all future financings will be offered to the Licensor prior to
outside fullment.
Competition. The driving schools industry is currently experiencing a
limited degree of competition with regard to availability, price,
service, quality and location. There are two well-established market
leaders (Richard Petty Driving Experience and the Skip Barber Driving
School) that are nationally recognized and which possess substantially
greater financial, marketing personnel and other resources than the
Corporation. There is also a small number of local or regional
schools. It is also likely that other competitors will emerge in the
near future. There is no assurance that the Corporation will compete
successfully with other established driving schools. The Corporation
shall compete on the basis of availability, price, service, quality and
location. Inability to compete successfully might result in increased
costs, reduced yields and additional risks to the investors herein.
Employees. The Corporation will initially employ five full time
employees responsible for securing the Driving Adventure locations,
procurement of equipment, racecars, and the development and
implementation of the Corporation's marketing plan. Each active
location will have up to 24 employees including but not limited to two
mechanics, two driving instructors, two pit crewmen, two
administrators, a flagman, two salesmen, an accountant and a site
manager.
Additional employees and/or independent contractors will be obtained as
required.
Seasonal Nature of Business Activities. The Corporation's operations
shall not be seasonal, though some track locations may only operate on
certain days or certain times of the year
Item 2. Management's Discussion and Analysis or Plan of Operation
Trends and Uncertainties. Demand for the Corporation's products will
be dependent on, among other things, general economic conditions which
are cyclical in nature. Inasmuch as a major portion of the
Corporation's activities will be the receipt of revenues from its
driving school services and products, the Corporation's business
operations may be adversely affected by the Corporation's competitors
and prolonged recessionary periods.
Capital and Source of Liquidity. The Corporation currently has no
material commitments for capital expenditures.
For the period from inception to June 30, 1999, the Corporation
acquired plant and equipment of $333,370 resulting in net cash used in
investing activities of $333,370.
For the period from inception to June 30, 1999, the Corporation sold
common stock for $690,000 and repaid $444 of long-term debt. As a
result, the Corporation had net cash provided by financing activities
of $689,556 for the period from inception to June 30, 1999.
On a long term basis, liquidity is dependent on continuation of
operation and receipt of revenues.
Results of Operations. The Corporation has not conducted any
material revenue producing operations since inception. For the period
from inception (November 24, 1998 to June 30, 1999, the Corporation had
sales of $1,098 with a cost of sales of $727 for a gross profit of
$371.
<PAGE>5
For the period from inception (November 24, 1998) to June 30, 1999, the
Corporation had general and administrative expenses of $357,512. These
expenses consisted primarily of advertising of $20,946, compensation of
officers of $65,000, consulting services of $12,080, legal services of
$15,000, payroll taxes of $7,633, printing costs of $24,836, accounting
fees of $10,950, salaries of $75,627, rent of $10,229, supplies of
$3,707, telephone of $5,083, travel costs of $28,744 and miscellaneous
expenses of $77,677.
The Corporation shall focus on limiting its administrative costs.
Plan of Operation. The Corporation is in the development stage and has
not conducted any significant operations to date or received any
material operating revenues. The Corporation may experience problems;
delays, expenses and difficulties sometimes encountered by an
enterprise in the Corporation's stage of development, many of which are
beyond the Corporation's control. These include, but are not limited
to, unanticipated problems relating to additional costs and expenses
that may exceed current estimates and competition.
The Corporation is not delinquent in any of its obligations even though
the Corporation has generated limited operating revenues. The
Corporation intends to market its products and services utilizing cash
made available from the private sale of its securities and operations.
The Corporation's management is of the opinion that the proceeds of the
sales of its securities and future revenues will be sufficient to pay
its expenses for the next twelve months.
GENERAL - YEAR 2000 ISSUES
The Corporation has conducted a comprehensive review of its computer
systems to identify any business functions that could be affected by
the "Year 2000" issue. As the millennium ("Year 2000") approaches,
businesses may experience problems as the result of computer programs
being written using two digits rather than four to define the
applicable year. The Corporation has conducted a comprehensive review
of its computer systems to identify those areas that could be affected
by the "Year 2000" issue. Any of the Corporation's programs that have
time-sensitive software may recognize a date using "00" as the year
1900 rather than the year 2000. If not corrected, this could result
in extensive miscalculations or a major system failure.
The Corporation relies on industry standard software. Certain
manufacturers have already provided the Corporation with upgraded
software to address the "Year 2000" issue and the Corporation believes
that its remaining software manufactures will modify their programs
accordingly. In the event the remaining manufacturers do not upgrade
their software packages, the Corporation will replace such software
with programs that address the "Year 2000" issue. The Corporation
believes that by modifying existing software and converting to new
software, the "Year 2000" issue will not pose significant operational
problems and is not anticipated to require additional expenditures that
would materially impact its financial position or results of operations
in any given year.
Successful and timely completion of the Year 2000 project is based on
management's best estimates derived from various assumptions of future
events. These events are inherently uncertain, including the progress
and results of vendors and suppliers Year 2000 readiness.
ITEM 3. DESCRIPTION OF PROPERTY
The Corporation's executive offices are located at 3660 Maguire
Boulevard, Suite 101, Orlando, Florida 32803. The Corporation leases
its office facilities under an operating lease through April 15, 2000.
These facilities consist of 2000 square feet and are leased at the
monthly lease rate of $2,300.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following tabulates holdings of shares of the Corporation by each
person who, subject to the above, at the date of this prospectus, holds
of record or is known by Management to own beneficially more than 5.0%
of the Common Shares and, in addition, by all directors and officers of
the Corporation individually and as a group. Each named beneficial
owner has sole voting and investment power with respect to the shares
set forth opposite his name.
<PAGE>6
Shareholdings at Date of
This Prospectus
<TABLE>
<CAPTION>
Percentage of
Number & Class(1) Outstanding
Name and Address of Shares Common
Shares
<S> <C> <C>
Timothy Shannon 3,000,000 25.0%
3660 Maguire Blvd
Suite 101
Orland, Florida 32803
Brian Rosenbloom 3,000,000 25.0%
3660 Maguire Blvd
Suite 101
Orland, Florida 32803
Dale Jarrett 1,500,000 12.5%
3182 9th Tee Drive
Newton, NC 28658
Brett Favre 1,500,000 12.5%
132 Westover Drive
Hattiesburg, MS 39402
Ned Jarrett 1,000,000 8.0%
3182 9th Tee Drive
Newton, NC 28658
Glenn Jarrett 1,000,000 8.0%
3182 9th Tee Drive
Newton, NC 28658
All Directors & Officers
as a group (3 persons) 7,000,000 57.38%
</TABLE>
(1)Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as
amended, beneficial ownership of a security consists of sole or shared
voting power (including the power to vote or direct the voting) and/or
sole or shared investment power (including the power to dispose or
direct the disposition) with respect to a security whether through a
contract, arrangement, understanding, relationship or otherwise.
Unless otherwise indicated, each person indicated above has sole power
to vote, or dispose or direct the disposition of all shares
beneficially owned, subject to applicable unity property laws.
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.
Board of Directors. The following persons listed below have been
retained to provide services as director until the qualification and
election of his successor. All holders of Common Stock will have the
right to vote for Directors of the Corporation. The Board of Directors
has primary responsibility for adopting and reviewing implementation of
the business plan of the Corporation, supervising the development
business plan, review of the officers' performance of specific business
functions. The Board is responsible for monitoring management, and
from time to time, to revise the strategic and operational plans of the
Corporation. Directors receive no cash compensation or fees for
their services rendered in such capacity.
The Executive Officers and Directors are:
<TABLE>
<CAPTION>
Name Position Term(s) of Office
<S> <C> <C>
Timothy B. Shannon, age 37 President, Director Inception to Present
Chief Executive Officer
Brian C. Rosenbloom, age 38 Vice President Inception to Present
Secretary/Treasurer/Director
Chief Financial Officer
Glenn Jarrett, age 48 Chief Operating Officer Inception to Present
Director
</TABLE>
<PAGE>7
Resumes:
Timothy B. Shannon. Mr. Shannon has been President, Director and
Chief Executive Officer of the Corporation since its inception. For
the past four years, Mr. Shannon has been employed in the investors
relations industry and currently serves as Vice President and a
principal of Shannon/Rosenbloom Marketing, an Orlando, Florida investor
relations firm. From 1992 to 1994, Mr. Shannon was an investment
advisor with Great Western Financial Securities and Hearn Financial, a
Corporation that he co-founded. Mr. Shannon spent six years as a
systems engineer and marketing representative with IBM after graduating
in 1983 from the University of South Florida with a degree in Computer
Science.
Brian C. Rosenbloom. Mr. Rosenbloom has been Secretary/Treasurer,
Vice President, Chief Financial Officer and a Director of the
Corporation since its inception. For the past four years, Mr.
Rosenbloom has been in the investor relations industry and currently
acts as President and a principal of Shannon/Rosenbloom Marketing, an
Orlando, Florida investor relations firm. Prior to that, Mr.
Rosenbloom has been involved in the investment and finance industry
working in various capacities. Mr. Rosenbloom graduated from the
University of Albany in 1982.
Glenn Jarrett. Mr. Jarrett has been Chief Operating Officer and a
Director of the Corporation since its inception. Mr. Jarrett works as
an auto racing announcer and consultant. Mr. Jarrett has been a senior
motorsports announcer for TNN since 1991. He is a motorsports
announcer (Pits) at contracted events and is the co-producer and co-
host of the "World of Racing" radio program on MRN radio which airs
weekdays. Mr. Jarrett has an extensive background in auto racing.
He drove in the NASCAR Busch Series from 1982 to 1988 and ran a total
of eighteen (18) NASCAR Winston Cup Races from 1977 to 1983. Mr.
Jarrett is the acting consultant and marketing coordinator for DAJ
Racing, Inc. and has been a guest speaker at many auto racing and
related functions. Mr. Jarrett graduated from the University of North
Carolina in 1972 with a Bachelor of Science degree in Business
Administration.
Indemnification. The Corporation shall indemnify to the fullest extent
permitted by, and in the manner permissible under the laws of the State
of Florida, any person made, or threatened to be made, a party to an
action or proceeding, whether criminal, civil, administrative or
investigative, by reason of the fact that he is or was a director or
officer of the Corporation, or served any other enterprise as director,
officer or employee at the request of the Corporation. The Board of
Directors, in its discretion, shall have the power on behalf of the
Corporation to indemnify any person, other than a director or officer,
made a party to any action, suit or proceeding by reason of the fact
that he/she is or was an employee of the Corporation.
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the
Corporation, the Corporation has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the Corporation of expenses incurred or paid
by a director, officer or controlling person of the Corporation in the
successful defense of any action, suit or proceedings) is asserted by
such director, officer, or controlling person in connection with any
securities being registered, the Corporation will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of
such issues.
INDEMNIFICATION OF OFFICERS OR PERSONS CONTROLLING THE CORPORATION FOR
LIABILITIES ARISING UNDER THE SECURITIES ACT OF 1933, IS HELD TO BE
AGAINST PUBLIC POLICY BY THE SECURITIES AND EXCHANGE COMMISSION AND IS
THEREFORE UNENFORCEABLE.
<PAGE>8
ITEM 6. EXECUTIVE COMPENSATION
Since inception, the following cash compensation has been paid by the
Corporation to its officers and directors, during which there were
three (3) officers and three (3) directors.
<TABLE>
<CAPTION>
Long Term Compensation
Annual Compensation Awards Payouts
(a) (b) (c) (d) (e) (f) (g) (h) (i)
<S> <C> <C> <C> <C> <C> <C> <C>
Other All
Name Annual Restricted LTIP Other
and Compen- Stock Options/ Pay- Compen-
Principal Salary Bonus sation Awards SARs Outs sation
Position Year ($) ($) ($) ($) ($) ($) ($)
Timothy B. Shannon
President
Chief Executive Officer 1999
Brian C. Rosenbloom
Vice President
Secretary/Treasurer
Chief Financial Officer
Glenn Jarrett
Chief Operating Officer (1)
</TABLE>
(1) The Corporation has entered into an agreement with Glenn Jarrett
under which he will receive the option to purchase 250,000 Common
Shares of the Corporation at an option exercise price of $2.50 per
Common Share. The term of the option is ten years.
The Corporation retains the right to increase or decrease the cash
compensation of its employees as necessitated by business conditions.
The Corporation has not entered into Employment Agreements with its
officers.
Board of Directors Compensation. Members of the Board of Directors
will receive reasonable and customary fees to travel to meetings and
shall receive $1,000 per Board of Directors meeting. Director
liability insurance may be provided to all members of the Board of
Directors. No differentiation is made in the compensation of "outside
directors" and those officers of the Corporation serving in that
capacity.
Stock Option Plan. The Corporation shall implement an employee stock
option program. The specifics of the plan have yet to be determined.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During the period ended June 30, 1999, the Corporation purchased an
aggregate of $60,000 of race vehicles from Jarrett/Favre
Motorsports, a company controlled by certain of the Corporation's
significant shareholders of whom one is an officer and director of
the Corporation. The Corporation believes that the price paid for the
vehicles was not in excess of their fair market value.
ITEM 8. DESCRIPTION OF SECURITIES
Qualification. The following statements constitute brief summaries of
the Corporation's Certificate of Incorporation and Bylaws, as amended.
Such summaries do not purport to be complete and are qualified in their
entirety by reference to the full text of the Certificate of
Incorporation and Bylaws.
The Corporation's articles of incorporation authorize it to issue up to
100,000,000 Common Shares, $.01 par value per Common Share. The
Common Shares purchased in this offering will be fully paid and non-
assessable.
Common Stock. Holders of Common Shares of the Corporation are
entitled to cast one vote for each share held at all shareholders
meetings for all purposes. Upon liquidation or dissolution, each
<PAGE>9
outstanding Common Share will be entitled to share equally in the
assets of the Corporation legally available for distribution to
shareholders after the payment of all debts and other liabilities.
Common Shares are not redeemable, have no conversion rights and carry
no preemptive or other rights to subscribe to or purchase additional
Common Shares in the event of a subsequent offering. All outstanding
Common Shares are, and the Common Shares offered hereby will be when
legally issued, fully paid and non-assessable.
There are no limitations or restrictions upon the rights of the Board
of Directors to declare dividends out of any funds legally available
therefor. The Corporation has not paid dividends to date and it is not
anticipated that any dividends will be paid in the foreseeable future.
The Board of Directors initially may follow a policy of retaining
earnings, if any, to finance the future growth of the Corporation.
Accordingly, future dividends, if any, will depend upon, among other
considerations, the Corporation's need for working capital and its
financial conditions at the time.
Transfer Agent. Florida Atlantic Stock Transfer shall act as the
Corporation's transfer agent.
PART II
ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON
EQUITY AND RELATED STOCKHOLDER MATTERS
The Corporation intends to apply for trading of its Common
Stock in the over-the-counter market on the OTC Bulletin
Board maintained by the NASD.
The Corporation has never paid any cash dividends nor does it intend,
at this time, to make any cash distributions to its shareholders as
dividends in the near future.
As of August 31, 1999, the number of holders of Corporation's common
stock is 51.
ITEM 2. LEGAL PROCEEDINGS
The Corporation is not involved in any legal proceedings as of the date
of this registration statement.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS.
Since inception, there have been no changes in or disagreements with
the Corporation's principal independent accountant.
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES.
At inception, the Corporation issued an aggregate of 6,000,000 Common
Shaers to Timothy Shannon (3,000,000 Common Shares) and Brian
Rosenbloom (3,000,000 Common Shares), officers and directors of the
Corporation. The Common Shares were issued at par value for services
rendered in connection with the formation of the Company. These
issuances were made to sophisticated investors pursuant to Section 4(2)
of the Securities Act of 1933.
During December 1999, the Corporation negotiated personal service
contracts with certain members of the Jarrett family and Brett Favre.
The Corporation issued an aggregate of 5,500,000 shares in connection
with the contracts at $.1667 per Common Share.
Dale Jarrett 1,500,000
Brett Favre 1,500,000
Ned Jarrett 1,000,000
Glenn Jarrett 1,000,000
Jason Jarrett 500,000
These issuances were made to sophisticated investors pursuant to
Section 4(2) of the Securities Act of 1933.
During March and April 1999, the Corporation sold 700,000 Common Shares
for $1.00 per Common Share in cash (unless otherwise noted) to the
following:
<PAGE>10
Name Amount of Shares
John D. King 12,500
Jt. Ten: James Coschignano 2,000
Sjiela Coschignano
Ronald Johnson Trust 5,000
Douglas R. Swenson 5,000
Theresa Thompson 15,000
Jt. Ten. Ronald D. Davis 10,000
Rhonda L. Davis
Kevin W. Kennedy 20,000
Scott A. Artz 35,000
Ronald Outar 2,500
Michael S. Hirschberger 3,000
Elizabeth Gheen 5,000
Timothy Miles 5,000
Kathleen Guarino 25,000
David Scott Gordan 10,000
Maria Smith 10,000
Steve Guarnino 25,000
Kimberlee E. Jaggers 2,000
Jt. Ten. Michael A. Morgan 5,000
Sherry Morgan
Kenneth J. Scott 10,000
Ian Strickland 5,000
Cindy Nadler 16,000
Ronnie L. Williams, Sr. 85,000
Charles W. Elliott
Living Trust 50,000
DTD 11/3/88
Deborah Kelly 1,000
Mary J. Lesio 1,000
Jt. Ten. Linda A. Lesio 3,000
Stephen J. Lesio
Jt. Ten. Harold Rosenbloom 20,000
Dolores Rosenbloom
Susan Mahoney 3,000
Neil T. Pitt 7,500
Jt. Ten. Mark S. Rosenbloom 15,000
Mary E. Rosenbloom
Tina Maenza 2,500
Frederick A. Lenz 15,000
Kimberly Dowda 65,000
Bruce R. Knox 20,000
Jason Bordeau 20,000
Dominck Vicari 58,000
Ron Mastrodanato 2,000
Jody M. Walker 5,000
(for services valued at $5,000)
Roger Tichenor 10,000
Robert E. Veitia 10,000
James A. Skalco 10,000
Carmela A. Aiello 1,000
Jt. Ten. Richard F. Higley 3,000
Gail F. Higley
Jt. Ten. James L. Waldron 40,000
Martie M. Waldron
Todd Havemeister 5,000
Ron Eiger 5,000
Jim Cleveland 10,000
John Polli, Sr. 5,000
These issuances were made in compliance with Rule 504, Regulation D of
the Securities Act of 1933 by Registrant's management. No commissions
were paid. The determination of whether an investor was accredited or
nonaccredited was based on the responses in the subscription agreement
filled out by each investor.
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Indemnification. The Corporation shall indemnify to the fullest extent
permitted by, and in the manner permissible under the laws of the State
of Florida, any person made, or threatened to be made, a party to an
action or proceeding, whether criminal, civil, administrative or
investigative, by reason of the fact that he is or was a director or
officer of the Corporation, or served any other enterprise as director,
officer or employee at the request of the Corporation. The Board of
<PAGE>11
Directors, in its discretion, shall have the power on behalf of the
Corporation to indemnify any person, other than a director or officer,
made a party to any action, suit or proceeding by reason of the fact
that he/she is or was an employee of the Corporation.
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the
Corporation, the Corporation has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the Corporation of expenses incurred or paid
by a director, officer or controlling person of the Corporation in the
successful defense of any action, suit or proceedings) is asserted by
such director, officer, or controlling person in connection with any
securities being registered, the Corporation will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of
such issues.
INDEMNIFICATION OF OFFICERS OR PERSONS CONTROLLING THE CORPORATION FOR
LIABILITIES ARISING UNDER THE SECURITIES ACT OF 1933, IS HELD TO BE
AGAINST PUBLIC POLICY BY THE SECURITIES AND EXCHANGE COMMISSION AND IS
THEREFORE UNENFORCEABLE.
PART F/S
The following financial statements required by Item 310 of Regulation
S-B are furnished below
Independent Auditor's Report dated July 23, 1999
Balance Sheet as of June 30, 1999
Statement of Operations for the period from inception (November 24,
1998) to June 30, 1999
Statement of Stockholders' Equity for the period from inception
(November 24, 1998) to June 30, 1999
Statement of Cash Flows for the period from inception (November 24,
1998) to June 30, 1999
Notes to Financial Statements
<PAGE>12
INDEPENDENT AUDITOR'S REPORT
Board of Directors and Shareholders
The Jarrett/Favre Driving Adventure, Inc.
We have audited the balance sheet of The Jarrett/Favre Driving
Adventure The Jarrett/Favre Driving Adventure, Inc. as of June 30,
1999, and the related statements of operations, stockholders'
equity and cash flows for period from inception (November 24, 1998)
to June 30, 1999. These financial statements are the
responsibility of the Corporation's management. Our responsibility is
to express an opinion on these financial statements based on our
audit.
We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit
provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above, present
fairly, in all material respects, the financial position of The
Jarrett/Favre Driving Adventure, Inc. as of June 30, 1999, and the
related statements of operations, stockholders' equity and cash
flows for period from inception (November 24, 1998) to June 30,
1999, in conformity with generally accepted accounting principles.
James E. Scheifley & Associates, P.C.
Certified Public Accountants
Englewood, Colorado
23-Jul-99
<PAGE.13
The Jarrett/Favre Driving Adventure, Inc.
(A Development Stage Corporation)
Balance Sheet
June 30, 1999
ASSETS
Current assets:
Cash $ 126,020
Inventory 14,396
Prepaid expenses 25,010
------------
Total current assets 165,426
Property and equipment, at cost, net of
accumulated depreciation of $1,581 357,299
Other assets 12,200
------------
$534,925
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 5,628
Accounts payable 43,605
Accrued expenses 20,930
------------
Total current liabilities 70,163
Long-term debt 19,438
Commitments and contingencies (Note6)
Stockholders' equity:
Common stock, $.01 par value,
100,000,000 shares authorized,
12,200,000 shares issue and outstanding 122,000
Additional paid-in capital 1,549,669
Unearned services (870,836)
Deficit accumulated during development stage (355,509)
------------
445,324
------------
$534,925
See accompanying notes to consolidated financial statements.
<PAGE>14
The Jarrett/Favre Driving Adventure, Inc.
(A Development Stage Corporation)
Statement of Operations
For the Period From Inception (November 24, 1998) to June 30, 1999
Sales $ 1,098
Cost of sales 727
----------
Gross profit 371
Other costs and expenses:
General and administrative 357,512
----------
Income (loss) from operations (357,141)
Other income and (expense):
Interest expense (190)
Interest income 1,822
----------
1,632
----------
Income before taxes (355,509)
Income taxes -
Net income (loss) $ (355,509)
Per share information:
Basic (loss) per share $ (0.03)
Weighted average shares outstanding 10,859,000
See accompanying notes to consolidated financial statements.
<PAGE>15
The Jarrett/Favre Driving Adventure, Inc.
(A Development Stage Corporation)
Statement of Changes in Stockholders' Equity
For the Period From Inception (November 24, 1998) to June 30, 1999
<TABLE>
<CAPTION>
Deficit
Additional Accumulated
Common Stock Paid-in Unearned During Develop-
ACTIVITY Shares Amount Capital Services ment Stage Total
<S> <C> <C> <C> <C> <C> <C> <C>
Shares issued for services at inception
at par 6,000,000 $ 60,000 $ - $ - $ - $60,000
Shares issued for service contracts
December, 1998 at $.1667 per share 5,500,000 55,000 861,836 (870,836) - (45,833)
Shares issued for cash:
March, 1999 at $1.00 per share 381,000 3,810 377,190 - - 381,000
April, 1999 at $1.00 per share 314,000 3,140 310,860 - - 314,000
Less expenses of offering (5,000) - (5,000)
Shares issued for services
April, 1999 at $1.00 per share 5,000 50 4,950 - - 5,000
Net loss for the period ended
June 30, 1999 - - - - (355,509) (355,509)
---------- -------- -------- -------- -------- --------
Balance June 30, 1999 12,200,000 $122,000 $1,549,669 $ (870,836) $ (355,509) $ 445,324
========== ========== ========== ========== ========== ==========
</TABLE>
See accompanying notes to financial statements.
<PAGE>16
The Jarrett/Favre Driving Adventure, Inc.
(A Development Stage Corporation)
Statements of Cash Flows
For the Period From Inception (November 24, 1998) to June 30, 1999
Net (loss) $ (355,509)
Adjustments to reconcile net (loss) to net
cash provided by (used in) operating activities:
Depreciation and amortization 47,414
Common stock issued for services 65,000
Changes in assets and liabilities:
(Increase) decrease in inventory (14,396)
(Increase) in prepaid expenses (25,101)
(Increase) in other assets (12,200)
Increase in accounts payable and
accrued expenses 64,535
----------
Total adjustments 125,343
----------
Net cash (used in)
operating activities (230,166)
Cash flows from investing activities:
Acquisition of plant and equipment (333,370)
----------
Net cash (used in) investing activities
investing activities (333,370
Cash flows from financing activities:
Common stock sold for cash 690,000
Repayment of long-term debt (444)
----------
Net cash provided by
financing activities 689,556
----------
Increase (decrease) in cash 126,020
Cash and cash equivalents,
beginning of period -
Cash and cash equivalents,
end of period $ 126,020
===========
See accompanying notes to consolidated financial statements.
<PAGE>17
The Jarrett/Favre Driving Adventure, Inc.
(A Development Stage Corporation)
Statements of Cash Flows
For the Period From Inception (November 24, 1998) to June 30, 1999
Supplemental cash flow information:
Cash paid for interest $ 190
Cash paid for income taxes $ -
See accompanying notes to consolidated financial statements.
<PAGE>18
The Jarrett/Favre Driving Adventure, Inc.
Notes to Consolidated Financial Statements
30-Jun-99
Note 1. Organization and Summary of Significant Accounting
Policies.
The Corporation was incorporated in Florida on November 24, 1998 and
has elected to be taxes as a "C" corporation. The Corporation is in
its development stage and plans to offer the "NASCAR" driving
experience to the public. The Corporation owns several 'NASCAR" type
automobiles and has secured several racetrack locations at which it
will offer these services at various dates during the coming fiscal
year. The Corporation completed its first driving program date during
the weekend of July 4, 1999.
Inventory:
Inventory is valued at the lower of cost or market on a first-in
first-out basis and consists primarily of finished goods and
includes primarily promotional items that bear the Corporation's logo.
Property, Plant and Equipment:
Property, plant and equipment are recorded at cost and are
depreciated based upon estimated useful lives using the
straight-line method. Estimated useful lives range from 3 to 5
years for furniture and fixtures and from 5 to 10 years for
equipment.
Revenue Recognition:
Revenue is recognized at the time the product is delivered or the
service is performed. Provision for sales returns will be estimated
based on the Corporation's historical return experience, however sales
returns are not expected to be significant due to the nature of the
services provided by the Corporation.
Intangible Assets and Long Lived Assets:
The Corporation makes reviews for the impairment of long-lived assets
and certain identifiable intangibles whenever events or changes in
circumstances indicate that the carrying amount of an asset may not
be recoverable. Under SFAS No. 121, an impairment loss would be
recognized when estimated future cash flows expected to result from
the use of the asset and its eventual disposition is less than its
carrying amount. No such impairment losses have been identified by
the Corporation for the period ended June 30, 1999.
Cash:
For purposes of the statement of cash flows, the Corporation considers
all highly liquid debt instruments purchased with a maturity of
three months or less to be cash equivalents.
Estimates:
The preparation of the Corporation's financial statements requires
management to make estimates and assumptions that affect the
amounts reported in the financial statements and accompanying
notes. Actual results could differ from these estimates.
Advertising costs:
Advertising costs are charged to operations when the advertising
first takes place. Advertising costs charged to operations were
$40,421 for the period ended June 30, 1999.
Fair value of financial instruments
The Corporation's short-term financial instruments consist of cash and
cash equivalents, accounts and loans receivable, and payables and
accruals. The carrying amounts of these financial instruments
approximates fair value because of their short-term maturities.
Financial instrument that potentially subjects the Corporation to a
concentration of credit risk consists principally of cash. During
the year the Corporation maintained cash deposits at financial
institutions in excess of the $100,000 limit covered by the Federal
Deposit Insurance Corporation. The Corporation does not hold or issue
financial instruments for trading purposes nor does it hold or
issue interest rate or leveraged derivative financial instruments
Stock-based Compensation
The Corporation adopted Statement of Financial Accounting Standard No.
123 (FAS 123), Accounting for Stock-Based Compensation at its
<PAGE>19
inception. Upon adoption of FAS 123, the Corporation continued to
measure compensation expense for its stock-based employee
compensation plans using the intrinsic value method prescribed by
APB No. 25, Accounting for Stock Issued to Employees. The Corporation
paid stock based compensation during the period ended June 30, 1999
as described in Note 4.
New Accounting Pronouncements
SFAS No. 130, "Reporting Comprehensive Income", establishes
guidelines for all items that are to be recognized under accounting
standards as components of comprehensive income to be reported in
the financial statements. The statement is effective for all
periods beginning after December 15, 1997 and reclassification
financial statements for earlier periods will be required for
comparative purposes. The adoption of SFAS No. 130 has had no
impact on the Corporation.
In March 1998, the American Institute of Certified Public
Accountants issued Statement of Position 98-1, Accounting for the
Costs of Computer Software Developed or Obtained for Internal Use
("SOP 98-1"). SOP 98-1 provides authoritative guidance on when
internal-use software costs should be capitalized and when these
costs should be expensed as incurred. The Corporation adopted SOP 98-1
at its inception. The adoption of SOP 98-1 has had no impact on
the Corporation.
Effective December 31, 1998, the Corporation adopted SFAS No. 131,
Disclosures about Segments of an Enterprise and Related Information
("SFAS 131"). SFAS 131 superseded SFAS No. 14, Financial Reporting
for Segments of a Business Enterprise. SFAS 131 establishes
standards for the way that public business enterprises report
information about operating segments in annual financial statements
and requires that those enterprises report selected information
about operating segments in interim financial reports. SFAS 131
also establishes standards for related disclosures about products
and services, geographic areas, and major customers. The adoption
of SFAS 131 has had no impact on the Corporation.
Effective December 31, 1998, the Corporation adopted the provisions of
SFAS No. 132, Employers' Disclosures about Pensions and Other Post-
retirement Benefits ("SFAS 132"). SFAS 132 supersedes the
disclosure requirements in SFAS No. 87, Employers' Accounting for
Pensions, and SFAS No. 106, Employers' Accounting for Post-
retirement Benefits Other Than Pensions. The overall objective of
SFAS 132 is to improve and standardize disclosures about pensions
and other post-retirement benefits and to make the required
information more understandable. The adoption of SFAS 132 has had
no impact on the Corporation.
In June 1998, the Financial Accounting Standards Board issued SFAS
No. 133, Accounting for Derivative Instruments and Hedging
Activities ("SFAS 133"), which is required to be adopted in years
beginning after June 15, 1999. SFAS 133 will require the Corporation to
recognize all derivatives on the balance sheet at fair value.
Derivatives that are not hedges must be adjusted to fair value
through income. If the derivative is a hedge, depending on the
nature of the hedge, changes in the fair value of derivatives will
either be offset against the change in fair value of hedged assets,
liabilities, or firm commitments through earnings or recognized in
other comprehensive income until the hedged item is recognized in
earnings. The ineffective portion of a derivative's change in fair
value will be immediately recognized in earnings. Management
believes that the adoption of SFAS No. 133 will have no impact on
the Corporation
Note 2. Property, Plant and Equipment.
Property, plant and equipment consists of the following at June 30,
1999:
Office furniture an equipment $ 21,855
Shop and track equipment 8,999
Race vehicles 295,762
Vehicles - other 32,264
---------
358,880
Less accumulated depreciation (1,581)
---------
$357,299
<PAGE>20
Depreciation charged to operations was $1,581 for the period ended
June 30, 1999.
Note 3. Other Assets
Other assets at June 30, 1999 consist of principally of costs
associated with the development of the Corporation's internet web site
and the software component thereof which will enable the Corporation to
offer its services and arrange for payment therefore
electronically. The Corporation plans to amortize these costs over a
five year period.
Note 4. Stockholders' Equity
At inception, the Corporation issued an aggregate of 6,000,000 shares
of its common stock to two individuals who are officers and
directors of the Corporation in exchange for there services rendered in
connection with the formation of the Corporation. The shares were
valued at par value.
During December 1999 the Corporation negotiated personal service
contracts with certain members of the Jarrett family and Bret
Farve. The Jarretts and Favre have had a prior business
relationship related to automobile racing. The contracts require
the individuals to provide personal appearances and to participate
in the advertising and promotional efforts of the Corporation for a
period of ten years. The Corporation issued an aggregate of 5,500,000
shares in connection with the personal service contracts. The
shares issued for the services to be performed over the contract
terms were valued at $.1667 per share, which is the Corporation's
estimate of the fair vale of the stock. The estimate was based
Favre's estimated hourly rate for services provided to his
principal employer multiplied by the estimated hours required under
the personal service contract with the product thereof then divided
by the number of shares issued to Favre.
This price per share was used to value the shares issued under all
of the contracts. The unearned services under the contracts
aggregate $870,835 at June 30, 1999 and are classified as a
reduction of stockholders' equity. Services charged to expense
during the period ended June 30, 1999 amounted to $45,833. The
services will be charged to expense ratably over the remaining
terms of the contracts (9.5 years).
During March 1999, the Corporation commenced a private sale of its
common stock to a limited group of investors. The Corporation sold
695,000 shares of its common stock for gross proceeds of $695,000
and incurred direct expenses of the offering amounting to $5,000.
During April 1999, the Corporation issued 5,000 shares of its common
stock to an individual for services provided to the Corporation. The
shares were valued at $1.00 per share, which is consistent with the
price per share paid in cash by investors during the period.
Note 5. Income Taxes.
Deferred income taxes may arise from temporary differences
resulting from income and expense items reported for financial
accounting and tax purposes in different periods. Deferred taxes
are classified as current or non-current, depending on the
classifications of the assets and liabilities to which they relate.
Deferred taxes arising from temporary differences that are not
related to an asset or liability are classified as current or non-
current depending on the periods in which the temporary differences
are expected to reverse. The Corporation had no significant deferred
tax items arise during any of the periods presented.
The Corporation has not provided for income taxes during the period
ended June 30, 1999 as a result of an operating loss. The Corporation
has a net operating loss carryforward at June 30, 1999 of
approximately $310,000. The Corporation has fully reserved the
deferred tax asset (approximately $105,000) that would arise from
the loss carryforward since the Corporation cannot predict a level of
operations that would assure the utilization of the loss in future
periods.
<PAGE>21
Note 6. Commitments and contingencies
Operating leases:
The Corporation leases its office facilities under an operating lease
through April 15, 2000. Additionally, the Corporation has an operating
lease associated with a vehicle with a term ending in April 2003.
Minimum future rentals payable under the leases are as follows:
Year Amount
1999 $ 18,369
2000 $ 18,737
2001 $ 7,937
2002 $ 7,937
2003 $ 3,969
Rent expense amounted to $14,059 for the period ended June 30,
1999
Note 7. Related Party Transactions
During the period ended June 30, 1999, the Corporation purchased an
aggregate of $60,000 of race vehicles from Jarrett/Favre
Motorsports, a company controlled by certain of the Corporation's
significant shareholders of whom one is an officer and director of
the Corporation. The Corporation believes that the price paid for the
vehicles was not in excess of their fair market value.
<PAGE>22
PART III
ITEM 1. INDEX TO EXHIBITS
(2) Charter and by-laws
(3) Instruments defining the rights of security holders
(5) Voting Trust Agreement - Not Applicable
(6) Material Contracts
(7) Material Foreign Patents - Not Applicable
(12) Additional Exhibits
ITEM 2. DESCRIPTION OF EXHIBITS
(2.1) Articles of Incorporation
(2.2) Bylaws
(3.1) Common Stock Certificate
(6.1) Promotion and Licensing Agreement between Company and Dale
Jarrett dated November 23, 1998
(6.2) Promotion and Licensing Agreement between Company and Ned
Jarrett dated November 23, 1998
(6.3) Promotion and Licensing Agreement between Company and Glenn
Jarrett dated November 23, 1998
(6.4) Promotion and Licensing Agreement between Company and Jason
Jarrett dated November 23, 1998
(6.5) Promotion and Licensing Agreement between Company and Brett
Favre dated November 23, 1998
<PAGE>23
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934,
the registrant caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized.
JARRETT/FAVRE DRIVING ADVENTURE, INC.
Date: September 1, 1999 --------------------------------
By: Brian Rosenbloom, President
State of Florida
Department of State
I certify from the records of this office that THE JARRETT DRIVING
ADVENTURE, INC. is a corporation organized under the laws of the State
of Florida, filed November 24, 1998.
The document number of this corporation is P98000098526.
I further certify that said corporation has paid all fees and penalties
due this office through December 31, 1998, and its status is active.
I further certify that said corporation has not filed Articles of
Dissolution.
I further certify that this is an electronically transmitted
certificate authorized by section 15.16, Florida Statutes, and
authenticated by the code, 538A00056171-112498-P98000098526-1/1, noted
below.
Given under my hand and the Great Seal of the State of Florida, at
Tallahassee, the Capital, this the Twenty-fourth day of November, 1998
Authentication Code: 538A00056171-112498-P98000098526-1/1
Sandra B. Mortham
Secretary of State
GREAT SEAL OF THE STATE OF FLORIDA
IN GOD WE TRUST
CR2E022-(1-95)
<PAGE>25
FAX AUDIT #H98000021968
ARTICLES OF INCORPORATION
In compliance with Chapter 607, F.S.
ARTICLE I NAME
The name of the corporation shall be: The Jarrett Driving Adventure,
Inc.
ARTICLE II PRINCIPAL OFFICE
The principal place of business and mailing address of this corporation
shall be: 3660 Maguire Blvd. Ste 101, Orlando, FL 32803
ARTICLE III PURPOSE
The purpose for which the corporation is organized is: Driving schools
ARTICLE IV SHARES
The number of shares of stock that this corporation is authorized to
have outstanding at any one time is 2,000. The par value of each share
of stock is $.01
ARTICLE V OFFICERS/DIRECTORS
The initial directors of the corporation is:
Timothy Shannon, 3660 Maguire Blvd. Suite 101, Orlando, Fl 32803
ARTICLE VI REGISTERED AGENT
The name and Florida Street address of the registered agent is:
Timothy Shannon, 3660 Maguire Blvd., Suite 101, Orlando, FL 32803
ARTICLE VII INCORPORATOR
The name and street address of the incorporator to these Articles of
Incorporation is Richard Oster, 214 N. Henry Street, Suite 201,
Madison, WI 53703
I hereby accept the appointment as registered agent and agree to act in
this capacity.
Signature: Timothy Shannon Date: 11/19/98
Signature: Richard Oster, Incorporator Date: 11/23/98
The document was prepared by:
Richard Oster, 214 N. Henry Street, Suite 201, Madison, WI 53703.
608-251-6600
FAX AUDIT #H98000021968
<PAGE>26
BYLAWS OF CORPORATION
The Jarrett Driving Adventure, Inc.
ARTICLE I
OFFICES
The principal office of the Corporation in the State of Florida,
shall be located in County of Orange. The Corporation may have
such other offices, either within or without the State of
Florida, as the Board of Directors may designate or as the
business of the Corporation may require from time to time.
ARTICLE II
SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the
shareholders shall be held on the 12th day in the month of July
in each year, beginning with the year 1999, at the hour of 9:00
o'clock a.m., for the purpose of electing Directors and for the
transaction of such other business as may come before the
meeting. If the day fixed for the annual meeting shall be a
legal holiday in the State of Florida, such meeting shall be
held on the next succeeding business day. If the election of
Directors shall not be held on the day designated herein for any
annual meeting of the shareholders, or at any adjournment
thereof, the Board of Directors shall cause the election to be
held at a special meeting of the shareholders as soon thereafter
as conveniently may be.
SECTION 2. SPECIAL MEETINGS. Special meetings of the
shareholders, for any purpose or purposes, unless otherwise
prescribed by statute, may be called by the President or by the
Board of Directors, and shall be called by the President at the
request of the holders of not less than percent fifty one
percent (51 %) of all the outstanding shares of the Corporation
entitled to vote at the meeting.
SECTION 3. PLACE OF MEETING. The Board of Directors may
designate any place, either within or without the State of
Florida, unless otherwise prescribed by statute, as the place of
meeting for any annual meeting or for any special meeting. A
waiver of notice signed by all shareholders entitled to vote at
a meeting may designate any place, either within or without the
State of Florida, unless otherwise prescribed by statute, as the
place for the holding of such meeting. If no designation is
made, the place of meeting shall be the principal office of the
Corporation.
SECTION 4. NOTICE OF MEETING. Written notice stating the place,
day and hour of the meeting and, in case of a special meeting,
the purpose or purposes for which the meeting is called, shall
unless otherwise prescribed by statute, be delivered not less
than fourteen (14) nor more than thirty (30) days before the
date of the meeting, to each shareholder of record entitled to
vote at such meeting. If mailed, such notice shall be deemed to
be delivered when deposited in the United States Mail, addressed
to the shareholder at his address as it appears on the stock
transfer books of the Corporation, with postage thereon prepaid.
SECTION 5. CLOSING OF TRANSFER BOOKS OF EXISTING RECORD. the
purpose of determining shareholders entitled to notice of or to
vote at any meeting of shareholders or any adjournment thereof,
or shareholders entitled to receive payment of any dividend, or
in order to make a determination of shareholders for any other
proper purpose, the Board of Directors of the Corporation may
provide that the stock transfer books shall be closed for a
stated period, but not to exceed in any case fifty (50) days.
If the stock transfer books shall be closed for the purpose of
determining shareholders entitled to notice of or to vote at a
meeting of shareholders, such books shall be closed for at least
(30) thirty days immediately preceding such meeting. In lieu of
closing the stock transfer books, the Board of Directors may fix
in advance a date as the record date for any such determination
<PAGE>27
of shareholders, such date in any case to be not more than (30)
thirty days and, in case of a meeting of shareholders, not less
than (7) seven days, prior to the date on which the particular
action requiring such determination of shareholders is to be
taken. If the stock transfer books are not closed and no record
date is fixed for the determination of shareholders entitled to
notice of or to vote at a meeting of shareholders, or
shareholders entitled to receive payment of a dividend, the date
on which notice of the meeting is mailed or the date on which
the resolution of the Board of Directors declaring such dividend
is adopted, as the case may be, shall be the record date for
such determination of shareholders. When a determination of
shareholders entitled to vote at any meeting of shareholders has
been made as provided in this section, such determination shall
apply to any adjournment thereof
SECTION 6. VOTING LISTS. The officer or agent having charge of
the stock transfer books for shares of the Corporation shall
make a complete list of the shareholders entitled to vote at
each meeting of shareholders or any adjournment thereof,
arranged in alphabetical order, with the address of and the
number of shares held by each. Such list shall be produced and
kept open at the time and place of the meeting and shall be
subject to the inspection of any shareholder during the whole
time of the meeting for the purposes thereof.
SECTION 7. QUORUM. A majority of the outstanding shares of the
Corporation entitled to vote, represented in person or by proxy,
shall constitute a quorum at a meeting of shareholders. If less
than a majority of the outstanding shares are represented at a
meeting, a majority of the shares so represented may adjourn the
meeting from time to time without further notice. At such
adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have
been transacted at the meeting as originally noticed. The
shareholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the
withdrawal of enough shareholders to leave less than a quorum.
SECTION 8. Proxies. At all meetings of shareholders, a
shareholder may vote in person or by proxy executed in writing
by the shareholder or by his duly authorized attorney-in-fact.
Such proxy shall be filed with the secretary of the Corporation
before or at the time of the meeting. A meeting of the Board of
Directors may be had by means of a telephone conference or
similar communications equipment by which all persons
participating in the meeting can hear each other, and
participation in a meeting under such circumstances shall
constitute presence at the meeting.
SECTION 9. Voting of shares. Each outstanding share entitled to
vote shall be entitled to one vote upon each matter submitted to
a vote at a meeting of shareholders.
SECTION 10. Voting of Shares by Certain Holders. Shares
standing in the name of another Corporation may be voted by such
officer, agent or proxy as the Bylaws of such Corporation may
prescribe or, in the absence of such provision, as the Board of
Directors of such Corporation may determine. Shares held by an
administrator, executor, guardian or conservator may be voted by
him, either in person or by proxy, without a transfer of such
shares into his name. Shares standing in the name of a trustee
may be voted by him, either in person or by proxy, but no
trustee shall be entitled to vote shares held by him without a
transfer of such shares into his name. Shares standing in the
name of a receiver may be voted by such receiver, and shares
held by or under the control of a receiver may be voted by such
receiver without the transfer thereof into his name, if
authority so to do be contained in an appropriate order of the
court by which such receiver was appointed. A shareholder whose
shares are pledged shall be entitled to vote such shares until
the shares have been transferred into the name of the pledgee,
and thereafter the pledgee shall be entitled to vote the shares
so transferred. Shares of its own stock belonging to the
Corporation shall not be voted, directly or indirectly, at any
meeting, and shall not be counted in determining the total
number of outstanding shares at any given time.
<PAGE>28
SECTION 11. Informal Action by Shareholders. Unless otherwise
provided by law, any action required to be taken at a meeting of
the shareholders, or any other action which may be taken at a
meeting of the shareholders, may be taken without a meeting if a
consent in writing, setting forth the action so taken, shall be
signed by all of the shareholders entitled to vote with respect
to the subject matter thereof.
ARTICLE III
BOARD OF DIRECTORS
SECTION 1. General Powers. The business and affairs of the
Corporation shall be managed by its Board of Directors.
SECTION 2. Number. Tenure and Qualifications. The number of
directors of the Corporation shall be fixed by the Board of
Directors, but in no event shall be less than (2) two. Each
director shall hold office until the next annual meeting of
shareholders and until his successor shall have been elected and
qualified.
SECTION 3. Regular Meetings. A regular meeting of the Board of
Directors shall be held without other notice than this By-Law
immediately after, and at the same place as, the annual meeting
of shareholders. The Board of Directors may provide, by
resolution, the time and place for the holding of additional
regular meetings without notice other than such resolution.
SECTION 4. Special Meetings. Special meetings of the Board of
Directors may be called by or at the request of the President or
any two directors. The person or persons authorized to call
special meetings of the Board of Directors may fix the place for
holding any special meeting of the Board of Directors called by
them.
SECTION 5. Notice. Notice of any special meeting shall be given
at least one (1) day previous thereto by written notice
delivered personally or mailed to each director at his business
address, or by telegram. If mailed, such notice shall be deemed
to be delivered when deposited in the United States Mail so
addressed, with postage thereon prepaid. If notice be given by
telegram, such notice shall be deemed to be delivered when the
telegram is delivered to the telegraph company. Any directors
may waive notice of any meeting. The attendance of a director
at a meeting shall constitute a waiver of notice of such
meeting, except where a director attends a meeting for the
express purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened.
SECTION 6. Quorum. A majority of the number of directors fixed
by Section 2 of this Article III shall constitute a quorum for
the transaction of business at any meeting of the Board of
Directors, but if less than such majority is present at a
meeting, a majority of the directors present may adjourn the
meeting from time to time without further notice.
SECTION 7. Manner of Acting. The act of the majority of the
directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors.
SECTION 8. Action Without a Meeting. Any action that may be
taken by the Board of Directors at a meeting may be taken
without a meeting if a consent in writing, setting forth the
action so to be taken, shall be signed before such action by all
of the directors.
SECTION 9. Vacancies. Any vacancy occurring in the Board of
Directors may be filled by the affirmative vote of a majority of
the remaining directors though less than a quorum of the Board
of Directors, unless otherwise provided by law. A director
elected to fill a vacancy shall be elected for the unexpired
term of his predecessor in office. Any directorship to be
filled by reason of an increase in the number of directors maybe
filled by election by the Board of Directors for a term of
office continuing only until the next election of directors by
the shareholders.
<PAGE>29
SECTION 10. Compensation. By resolution of the Board of
Directors, each director may be paid his expenses, if any, of
attendance at each meeting of the Board of Directors, and may be
paid a stated salary as director or a fixed sum for attendance
at each meeting of the Board of Directors or both. No such
payment shall preclude any director from serving the Corporation
in any other capacity and receiving compensation therefor.
SECTION 11. Presumption of Assent. A director of the
Corporation who is present at a meeting of the Board of
Directors at which action on any corporate matter is taken shall
be presumed to have assented to the action taken unless his
dissent shall be entered in the minutes of the meeting or unless
he shall file his written dissent to such action with the person
acting as the Secretary of the meeting before the adjournment
thereof, or shall forward such dissent by registered mail to the
Secretary of the Corporation immediately after the adjournment
of the meeting. Such right to dissent shall not apply to
director who voted in favor of such action.
ARTICLE IV
OFFICERS
SECTION 1. Number. The officers of the Corporation shall be a
President, one or more Vice Presidents, a Secretary, and a
Treasurer, each of whom shall be elected by the Board of
Directors. Such other officers and assistant officers as may be
deemed necessary may be elected or appointed by the Board of
Directors, including a Chairman of the Board. In its
discretion, the Board of Directors may leave unfilled for any
such period as it may determine any office except those of
President and Secretary. Any two or more offices may be held by
the same person, except for the offices of President and
Secretary which may not be held by the same person. Officers
may be directors or shareholders of the Corporation.
SECTION 2. Election and Term of Office. The officers of the
Corporation to be elected by the Board of Directors shall be
elected annually by the Board of Directors at the first meeting
of the Board of Directors held after each annual meeting of the
shareholders. If the election of officers shall not be held at
such meeting, such election shall be held as soon thereafter as
conveniently may be. Each officer shall hold office until his
successor shall have been duly elected and shall have qualified,
or until his death, or until he shall resign or shall have been
removed in the manner hereinafter provided.
SECTION 3. Removal. Any officer or agent may be removed by the
Board of Directors whenever, in its judgment, the best interests
of the Corporation will be served thereby, but such removal
shall be without prejudice to the contract rights, if any, of
the person so removed. Election or appointment of an officer or
agent shall not of itself create contract rights, and such
appointment shall be terminable at will.
SECTION 4. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be
filled by the Board of Directors for the unexpired portion of
the term.
SECTION 5. President. The President shall be the principal
executive officer of the Corporation and, subject to the control
of the Board of Directors, shall in general supervise and
control all of the business and affairs of the Corporation. He
shall, when present, preside at all meetings of the shareholders
and of the Board of Directors, unless there is a Chairman of the
Board in which case the Chairman shall preside. He may sign,
with the Secretary or any other proper officer of the
Corporation thereunto authorized by the Board of Directors,
certificates for shares of the Corporation, any deeds,
mortgages, bonds, contracts, or other instruments which the
Board of Directors has authorized to be executed, except in
cases where the signing and execution thereof shall be expressly
delegated by the Board of Directors or by these Bylaws to some
other officer or agent of the Corporation, or shall be required
<PAGE>30
by law to be otherwise signed or executed; and in general shall
perform all duties incident to the office of President and such
other duties as may be prescribed by the Board of Directors from
time to time.
SECTION 6. Vice President. In the absence of the President or
in event of his death, inability or refusal to act, the Vice
President shall perform the duties of the President, and when so
acting, shall have all the powers of and be subject to all the
restrictions upon the President. The Vice President shall
perform such other duties as from time to time may be assigned
to him by the President or by the Board of Directors. If there
is more than one Vice President, each Vice President shall
succeed to the duties of the President in order of rank as
determined by the Board of Directors. If no such rank has been
determined, then each Vice President shall succeed to the duties
of the President in order of date of election, the earliest date
having the first rank.
SECTION 7. Secretary. The Secretary shall (a) Keep the minutes
of the proceedings of the shareholders and of the Board of
Directors in one or more minute books provided for that purpose;
(b) See that all notices are duly given in accordance with the
provisions of these Bylaws or as required by law; (c) Be
custodian of the corporate records and of the seal of the
Corporation and see that the seal of the Corporation is affixed
to all documents, the execution of which on behalf of the
Corporation under its seal is duly authorized; (d) Keep a
register of the post office address of each shareholder which
shall be furnished to the Secretary by such shareholder; (e)
Sign with the President certificates for shares of the
Corporation, the issuance of which shall have been authorized by
resolution of the Board of Directors; (f) Have general charge of
the stock transfer books of the Corporation; and (g) In general
perform all duties incident to the office of the Secretary and
such other duties as from time to time may be assigned to him by
the President or by the Board of Directors.
SECTION 8. Treasurer. The Treasurer shall: (a) Have charge and
custody of and be responsible for all funds and securities of
the Corporation; (b) Receive and give receipts for moneys due
and payable to the Corporation from any source whatsoever, and
deposit all such moneys in the name of the Corporation in such
banks, trust companies or other depositories as shall be
selected in accordance with the provisions of Article VI of
these Bylaws; and (c) In general perform all of the duties
incident to the office of Treasurer and such other duties as
from time to time may be assigned to him by the President or by
the Board of Directors. If required by the Board of Directors,
the Treasurer shall give a bond for the faithful discharge of
his duties in such sum and with such sureties as the Board of
Directors shall determine.
SECTION 9. Salaries. The salaries of the officers shall be
fixed from time to time by the Board of Directors, and no
officer shall be prevented from receiving such salary by reason
of the fact that he is also a director of the Corporation.
ARTICLE V
INDEMNITY
The Corporation shall indemnify its directors, officers and
employees as follows:
(a) Every director, officer, or employee of the Corporation
shall be indemnified by the Corporation against all expenses and
liabilities, including counsel fees, reasonably incurred by or
imposed upon him in connection with any proceeding to which he
may be made a party, or in which he may become involved, by
reason of his being or having been a director, officer, employee
or agent of the Corporation or is or was serving at the request
of the Corporation as a director, officer, employee or agent of
the corporation, partnership, joint venture, trust or
enterprise, or any settlement thereof, whether or not he is a
director, officer, employee or agent at the time such expenses
are incurred, except in such cases wherein the director,
officer, or employee is adjudged guilty of willful misfeasance
<PAGE>31
or malfeasance in the performance of his duties; provided that
in the event of a settlement the indemnification herein shall
apply only when the Board of Directors approves such settlement
and reimbursement as being for the best interests of the
Corporation. (b) The Corporation shall provide to any person who
is or was a director, officer, employee, or agent of the
Corporation or is or was serving at the request of the
Corporation as a director, officer, employee or agent of the
corporation, partnership, joint venture, trust or enterprise,
the indemnity against expenses of suit, litigation or other
proceedings which is specifically permissible under applicable
law. (c) The Board of Directors may, in its discretion, direct
the purchase of liability insurance by way of implementing the
provisions of this Article V.
ARTICLE VI
CONTRACTS, LOANS, CHECKS AND DEPOSITS
SECTION 1. Contracts. The Board of Directors may authorize any
officer or officers, agent or agents, to enter into any contract
or execute and deliver any instrument in the name of and on
behalf of the Corporation, and such authority may be general or
confined to specific instances.
SECTION 2. Loans. No loans shall be contracted on behalf of the
Corporation and no evidences of indebtedness shall be issued in
its name unless authorized by a resolution of the Board of
Directors. Such authority may be general or confined to
specific instances.
SECTION 3. Checks. Drafts. etc. All checks, drafts or other
orders for the payment of money, notes or other evidences of
indebtedness issued in the name of the Corporation, shall be
signed by such officer or officers, agent or agents of the
Corporation and in such manner as shall from time to time be
determined by resolution of the Board of Directors.
SECTION 4. Deposits. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of
the Corporation in such banks, trust companies or other
depositories as the Board of Directors may select.
ARTICLE VII
CERTIFICATES FOR SHARES AND THEIR TRANSFER
SECTION 1. Certificates for Shares. Certificates representing
shares of the Corporation shall be in such form as shall be
determined by the Board of Directors. Such certificates shall
be signed by the President and by the Secretary or by such other
officers authorized by law and by the Board of Directors so to
do, and sealed with the corporate seal. All certificates for
shares shall be consecutively numbered or otherwise identified.
The name and address of the person to whom the shares
represented thereby are issued, with the number of shares and
date of issue, shall be entered on the stock transfer books of
the Corporation. All certificates surrendered to the
Corporation for transfer shall be canceled and no new
certificate shall be issued until the former certificate for a
like number of shares shall have been surrendered and canceled,
except that in case of a lost, destroyed or mutilated
certificate, a new one may be issued therefor upon such terms
and indemnity to the Corporation as the Board of Directors may
prescribe.
SECTION 2. Transfer of Shares. Transfer of shares of the
Corporation shall be made only on the stock transfer books of
the Corporation by the holder of record thereof or by his legal
representative, who shall furnish proper evidence of authority
to transfer, or by his attorney thereunto authorized by power of
attorney duly executed and filed with the Secretary of the
Corporation, and on surrender for cancellation of the
certificate for such shares. The person in whose name shares
stand on the books of the Corporation shall be deemed by the
Corporation to be the owner thereof for all purposes. Provided,
however, that upon any action undertaken by the shareholders to
<PAGE>32
elect S Corporation status pursuant to Section 1362 of the
Internal Revenue Code and upon any shareholders agreement
thereto restricting the transfer of said shares so as to
disqualify said S Corporation status, said restriction on
transfer shall be made a part of the bylaws so long as said
agreement is in force and effect.
ARTICLE VIII
FISCAL YEAR
The fiscal year of the Corporation shall begin on the 1st day of
July and end on the 30th day of June each year.
ARTICLE IX
DIVIDENDS
The Board of Directors may from time to time declare, and the
Corporation may pay, dividends on its outstanding shares in the
manner and upon the terms and conditions provided by law and its
Articles of Incorporation.
ARTICLE X
CORPORATE SEAL
The Board of Directors shall provide a corporate seal which
shall be circular in form and shall have inscribed thereon the
name of the Corporation and the State of incorporation and the
words, "Corporate Seal".
ARTICLE XI
WAIVER OF NOTICE
Unless otherwise provided by law, whenever any notice is
required to be given to any shareholder or director of the
Corporation under the provisions of these Bylaws or under the
provisions of the Articles of Incorporation or under the
provisions of the applicable Business Corporation Act, a waiver
thereof in writing, signed by the person or persons entitled to
such notice, whether before or after the time stated therein,
shall be deemed equivalent to the giving of such notice.
ARTICLE XII
AMENDMENTS
These Bylaws may be altered, amended or repealed and new Bylaws
may be adopted by the Board of Directors at any regular or
special meeting of the Board of Directors. The above Bylaws are
certified to have been adopted by the Board of Directors of the
Corporation on the 1st day of December, 1998.
Secretary
<PAGE>33
NUMBER SHARES
Incorporated Under the Laws of the State of Florida
JARRETT/FAVRE DRIVING ADVENTURE, INC.
The Corporation is authorized to issue 100,000,000 Common
Shares - $.01 par Value
Common Stock CUSIP 471148106
THIS CERTIFIES THAT
IS THE OWNER OF
FULLY PAID and NONASSESSABLE Shares of The Jarrett/Favre
Driving Adventure, Inc., transferable only on the books of
the Corporation by the holder hereof in person or by duly
authorized attorney upon surrender of this Certificate
properly endorsed. This certificate is not valid unless
countersigned and registered by the Transfer Agent and
Registrar
Witness the facsimile seal of the Corporation and the
facsimile signatures of its duly authorized officers.
Secretary President
PROMOTIONAL AND LICENSING AGREEMENT
THIS PROMOTIONAL AND LICENSING AGREEMENT (this "Agreement"),
dated as of November 23, 1998, is entered into by and between
The Jarrett Driving, Adventure, Inc., a Florida corporation
("Company"), and Jarrett, an individual ("") with reference to
the following:
A. Simultaneously with the execution and delivery of this
Agreement, (i) Company and are entering into a ten (10) year
agreement for Company to pay one million (1,500,000) shares of
common stock of The Jarrett Driving, Adventure, Inc., a Florida
corporation (valued at $15,000). This payment is in return for
granting, to Company a license to use 's name and likeness in
advertising, products and promotional materials, as well as an
agreed upon number of appearances per year and an agreed upon
number of radio and/or TV commercials, to be specified within
this document.
NOW, THEREFORE, in consideration of the obligations and
agreements contained herein, the parties hereto agree as
follows:
1. DEFINITIONS. All capitalized terms used but not otherwise
defined herein shall have the meanings given to them in the
Promotion and Licensing Agreement.
1.1. Licensed Material. "Licensed Material" shall mean the
name " Jarrett", copyrights and trademarks owned or controlled
by and any and all names, symbols, emblems, designs,
likenesses, photographs, images and visual representations of or
relating to that are approved by in his sole and absolute
discretion.
1.2. Licensed Products. "Licensed Products" shall mean any
goods, products, merchandise or other personal property that (i)
have been approved by in his sole and absolute discretion, (ii)
are manufactured or produced by or on behalf of Company, (iii)
contain, embody, depict, (whether in the product itself or in
the packaging, marketing or promotional materials) Licensed
Material in a manner specifically approved by in his sole and
absolute discretion, and (iv) are marketed, sold, distributed or
otherwise used by Company in connection with under the terms of
this Agreement. It is currently contemplated that the types of
products that may be approved by for use as Licensed Products
may include, without limitation, some or all of the following:
souvenirs, memorabilia, clothing, personal effects, videos,
books and magazines.
2.PROMOTIONAL SERVICES.
2.1 Commercials.
(a) Agreement to Perform. During the Term (as defined in
Section 4), agrees to serve without charge, but subject to
applicable union and guild minimums, as the feature actor in
four (4) commercials per year promoting the Company and the
Franchise. Each such commercial shall be no longer than sixty
(60) seconds in length and shall be produced in no more than two
(2) variations. The commercials may be aired on local or
national television or radio, or both.
(b) Consultation and Approval Rights. Company shall consult with
Dale with respect to the nature, content (including all audio
and visual elements) and use of any commercial proposed by
Company. Dale shall also have the right to approve in his sole
and absolute discretion such nature, content and use of such
commercial. Further, Dale shall have the right, in his sole and
absolute discretion, to decline to perform in any commercial
proposed by Company if he reasonably believes that the content
of such commercial would be detrimental to the value of the
Licensed Material or to his image or reputation. In addition,
Company shall not broadcast a completed commercial until such
commercial has been submitted to Dale for his review and Dale
has in his sole and absolute discretion approved the completed
form of the commercial and the intended broadcast forum.
<PAGE>35
(c) Scheduling and Expenses. Company shall make best efforts to
provide Dale with at least ninety (90) days advance notice of
scheduling of proposed commercials, and such scheduling shall be
subject to Dale's professional availability. All expenses
associated with the production of the commercials, including
Dale's reasonable and customary travel expenses, will be paid
for by the Company.
2.2. Appearances. Each year during the Term, Dale agrees,
subject to Dale's professional availability, to appear at three
(3) events such as grand openings, annual shareholders meeting
and other promotional activities.
2.3. Additional Promotional Activities. From time to time
during the Term, Company may request that Dale provide other
promotional services for the Company in addition to those set
forth herein. Dale may decline or accept these requests in his
sole and absolute discretion.
3. LICENSE.
3.1. Grant of License. Subject to the terms of this Agreement
Dale hereby grants to Company for the Term (as defined in
Section 4 below) a nonexclusive license to utilize the Licensed
Material throughout the world in connection with:
(a) The advertisement, promotion, solicitation and sale of
equity and debt investment in Company;
(b) The design, construction, development, promotion,
advertising, implementation and operation of the Jarrett Driving
Adventure, Inc.
(c) The advertisement, promotion, solicitation and sale of
possible franchises.
(d) The design, manufacture, promotion, advertisement,
distribution and sale of Licensed Products in connection with
the Company.
4. TERM AND TERMINATION. The term of this agreement (the
"Term") shall be ten (10) years beginning with the opening, of
the first Jarrett Driving Adventure driving school, unless
sooner terminated by the occurrence of any of the following:
(a) A material breach by Company of this Agreement which breach
has not been satisfied within thirty (30) days of receipt of
written notice from Dale thereof,
(b) Upon receipt of written notice from Dale if, as the result
of (i) any act or omission of Company, (ii) any claim or charge
against Company or (iii) any other occurrence or circumstances
involving Company, the continued association of Dale with
Company would be detrimental to the value of the Licensed
Material or to Dale's image or reputation;
(c) The failure of Company to continually operate and manage
the business according to the policies, practices and standards
agreed to by the parties;
(d) The failure of Company to raise the Investment Capital;
(e) The failure of Company to comply with any laws and
regulations, the consequences of which are materially adverse to
Company.
5. NO COMPETITIVE PROMOTIONS. During the Term, Dale shall not
directly or indirectly (whether for compensation or otherwise),
provide promotional appearances or services to any business
which competes with the Company's business of owning and
managing driving schools.
6. REPRESENTATIONS AND WARRANTIES.
6.1 Representation and Warranties of Company. Company
represents and warrants to Dale as follows:
(a) Company has the corporate power to enter into this
Agreement and to carry out its obligations hereunder. The
execution and delivery of this Agreement and the consummation of
the transactions contemplated hereby have been duly authorized
by its Board of Directors and no other corporate proceedings on
the part of Company are necessary to authorize this Agreement
and the transaction contemplated herein.
<PAGE>36
(b) This Agreement has been executed and delivered by Company
and is the valid and binding obligation of Company enforceable
in accordance with its terms, except as enforcement may be
limited by applicable bankruptcy laws or similar laws affecting
creditors' rights generally, and except in so far as the
availability of equitable remedies may be limited by applicable
law from time to time in effect.
6.2. Representations of Dale. Dale represents and warrants to
Company as follows:
(a) Dale hereby has the right and power to grant to Company the
rights described herein and is free to enter into this Agreement
and to carry out his obligations hereunder.
(b) Dale warrants that, during the Term, he will not commit any
act which brings Company into public disrepute or scandal, or
which shocks, insults or offends a substantial portion or group
of the community or reflects unfavorably on Company.
7. INDEMINIFICATION.
7.1 Indemnification Obligation. Company shall indemnify,
defend and hold harmless Dale from and against any and all
claims arising out of or in connection with Dale's appearance in
commercials and performance of other promotional activities in
accordance with this Agreement.
8. MISCELLANEOUS.
8.1. Effectiveness of Agreement. This Agreement shall become
effective on and as of the date of execution of this Promotion
and Licensing Agreement.
8.2. Successors and Assigns. This Agreement shall bind and
inure to the benefit of Company and Dale and their respective
successors, permitted assign heirs and legal representatives (as
the case may be) of Company and Dale.
8.3. Assignment. Company may not assign its rights under this
Agreement to any purchaser or transferee without the prior
written consent of Dale.
8.4. Entire Agreement. This Agreement contains the entire
agreement among the parties with respect to the subject matter
hereof and supercedes all prior and contemporaneous arrangements
or understandings with respect thereto.
8.5. Amendment and Modification: Waiver. Except as otherwise
provided herein, this Agreement may be amended, modified and
supplemented and the application of any provision of this
Agreement or any rights or obligations of any party hereunder
may be waived (either retroactively or prospectively) only by
written agreement of the parties hereto affected by such
amendment, modification, supplement or waiver. Further, any
waiver shall be effective only in the specific instance and for
the specific purpose stated in such writing.
8.6. Counterparts. This Agreement may be executed in any
number of counterparts, and each such counterpart hereof shall
be deemed to be an original instrument, but all such
counterparts together shall constitute but one agreement.
8.7. Headings. The headings of the various sections of this
Agreement have been inserted for convenience of reference only
and shall not be deemed to be a part of this Agreement.
8.8. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Florida.
8.9 Arbitration. Any and all disputes arising hereunder shall
be subject to resolution by arbitration.
IN WITNESS WHEREOF, the parties hereto have caused this
Promotion Agreement to be executed and delivered as of the date
first above written.
By: Tim Shannon
Date:2/9/99
Tim Shannon - President
The Jarrett Driving Adventure, Inc.
By: Dale Jarrett
Date: 12/21/98
Dale Jarrett
Addendum 1.0
This Addendum 1.0 is part of the Promotional and Licensing
Agreement dated November 23, 1998 between The Jarrett Driving
Adventure, Inc. (the company) and Dale Jarrett (Dale).
It is agreed upon by both parties, that the company will not
issue any additional common shares, preferred shares or warrants
in the company's stock to insiders, directors or affiliates
without Dale's approval.
At this time there are no plans for additional offerings,
however, in the unlikely event that additional capital for
growth is needed it may become necessary to issue additional
shares. These shares would result in equal dilution to the
value of each share held by all the original shareholders and
insiders. Any and all future financings will be offered to Dale
prior to outside fulfillment.
Initialed by Tim Shannon
2/9/99
Initialed by Dale Jarrett
<PAGE>38
PROMOTIONAL AND LICENSING AGREEMENT
THIS PROMOTIONAL AND LICENSING AGREEMENT (this "Agreement"),
dated as of November 23, 1998, is entered into by and between
The Jarrett Driving, Adventure, Inc., a Florida corporation
("Company"), and Ned Jarrett, an individual ("Ned") with
reference to the following:
A. Simultaneously with the execution and delivery of this
Agreement, (i) Company and Ned are entering into a ten (10) year
agreement for Company to pay Ned one million (1,000,000) shares
of common stock of The Jarrett Driving, Adventure, Inc., a
Florida corporation (valued at $10,000). This payment is in
return for Ned granting, to Company a license to use Ned's name
and likeness in advertising, products and promotional materials,
as well as an agreed upon number of appearances per year and an
agreed upon number of radio and/or TV commercials, to be
specified within this document.
NOW, THEREFORE, in consideration of the obligations and
agreements contained herein, the parties hereto agree as
follows:
1. DEFINITIONS. All capitalized terms used but not otherwise
defined herein shall have the meanings given to them in the
Promotion and Licensing Agreement.
1.1. Licensed Material. "Licensed Material" shall mean the
name "Ned Jarrett", copyrights and trademarks owned or
controlled by Ned and any and all names, symbols, emblems,
designs, likenesses, photographs, images and visual
representations of or relating to Ned that are approved by Ned
in his sole and absolute discretion.
1.2. Licensed Products. "Licensed Products" shall mean any
goods, products, merchandise or other personal property that (i)
have been approved by Ned in his sole and absolute discretion,
(ii) are manufactured or produced by or on behalf of Company,
(iii) contain, embody, depict, (whether in the product itself or
in the packaging, marketing or promotional materials) Licensed
Material in a manner specifically approved by Ned in his sole
and absolute discretion, and (iv) are marketed, sold,
distributed or otherwise used by Company in connection with Ned
under the terms of this Agreement. It is currently contemplated
that the types of products that may be approved by Ned for use
as Licensed Products may include, without limitation, some or
all of the following: souvenirs, memorabilia, clothing, personal
effects, videos, books and magazines.
2.PROMOTIONAL SERVICES.
2.1 Commercials.
(a) Agreement to Perform. During the Term (as defined in
Section 4), Ned agrees to serve without charge, but subject to
applicable union and guild minimums, as the feature actor in
four (4) commercials per year promoting the Company and the
Franchise. Each such commercial shall be no longer than sixty
(60) seconds in length and shall be produced in no more than two
(2) variations. The commercials may be aired on local or
national television or radio, or both.
(b) Consultation and Approval Rights. Company shall consult with
Ned with respect to the nature, content (including all audio and
visual elements) and use of any commercial proposed by Company.
Ned shall also have the right to approve in his sole and
absolute discretion such nature, content and use of such
commercial. Further, Ned shall have the right, in his sole and
absolute discretion, to decline to perform in any commercial
proposed by Company if he reasonably believes that the content
of such commercial would be detrimental to the value of the
Licensed Material or to his image or reputation. In addition,
Company shall not broadcast a completed commercial until such
commercial has been submitted to Ned for his review and Ned has
in his sole and absolute discretion approved the completed form
of the commercial and the intended broadcast forum.
<PAGE>39
(c) Scheduling and Expenses. Company shall make best efforts to
provide Ned with at least ninety (90) days advance notice of
scheduling of proposed commercials, and such scheduling shall be
subject to Ned's professional availability. All expenses
associated with the production of the commercials, including
Ned's reasonable and customary travel expenses, will be paid for
by the Company.
2.2. Appearances. Each year during the Term, Ned agrees,
subject to Ned's professional availability, to appear at three
(3) events such as grand openings, annual shareholders meeting
and other promotional activities.
2.3. Additional Promotional Activities. From time to time
during the Term, Company may request that Ned provide other
promotional services for the Company in addition to those set
forth herein. Ned may decline or accept these requests in his
sole and absolute discretion.
3. LICENSE.
3.1. Grant of License. Subject to the terms of this Agreement
Ned hereby grants to Company for the Term (as defined in Section
4 below) a nonexclusive license to utilize the Licensed Material
throughout the world in connection with:
(a) The advertisement, promotion, solicitation and sale of
equity and debt investment in Company;
(b) The design, construction, development, promotion,
advertising, implementation and operation of the Jarrett Driving
Adventure, Inc.
(c) The advertisement, promotion, solicitation and sale of
possible franchises.
(d) The design, manufacture, promotion, advertisement,
distribution and sale of Licensed Products in connection with
the Company.
4. TERM AND TERMINATION. The term of this agreement (the
"Term") shall be ten (10) years beginning with the opening, of
the first Jarrett Driving Adventure driving school, unless
sooner terminated by the occurrence of any of the following:
(a) A material breach by Company of this Agreement which breach
has not been satisfied within thirty (30) days of receipt of
written notice from Ned thereof,
(b) Upon receipt of written notice from Ned if, as the result
of (i) any act or omission of Company, (ii) any claim or charge
against Company or (iii) any other occurrence or circumstances
involving Company, the continued association of Ned with Company
would be detrimental to the value of the Licensed Material or to
Ned's image or reputation;
(c) The failure of Company to continually operate and manage
the business according to the policies, practices and standards
agreed to by the parties;
(d) The failure of Company to raise the Investment Capital;
(e) The failure of Company to comply with any laws and
regulations, the consequences of which are materially adverse to
Company.
5. NO COMPETITIVE PROMOTIONS. During the Term, Ned shall not
directly or indirectly (whether for compensation or otherwise),
provide promotional appearances or services to any business
which competes with the Company's business of owning and
managing driving schools.
6. REPRESENTATIONS AND WARRANTIES.
6.1 Representation and Warranties of Company. Company
represents and warrants to Ned as follows:
(a) Company has the corporate power to enter into this
Agreement and to carry out its obligations hereunder. The
execution and delivery of this Agreement and the consummation of
the transactions contemplated hereby have been duly authorized
by its Board of Directors and no other corporate proceedings on
the part of Company are necessary to authorize this Agreement
and the transaction contemplated herein.
<PAGE>40
(b) This Agreement has been executed and delivered by Company
and is the valid and binding obligation of Company enforceable
in accordance with its terms, except as enforcement may be
limited by applicable bankruptcy laws or similar laws affecting
creditors' rights generally, and except in so far as the
availability of equitable remedies may be limited by applicable
law from time to time in effect.
6.2. Representations of Ned. Ned represents and warrants to
Company as follows:
(a) Ned hereby has the right and power to grant to Company the
rights described herein and is free to enter into this Agreement
and to carry out his obligations hereunder.
(b) Ned warrants that, during the Term, he will not commit any
act which brings Company into public disrepute or scandal, or
which shocks, insults or offends a substantial portion or group
of the community or reflects unfavorably on Company.
7. INDEMINIFICATION.
7.1 Indemnification Obligation. Company shall indemnify,
defend and hold harmless Ned from and against any and all claims
arising out of or in connection with Ned's appearance in
commercials and performance of other promotional activities in
accordance with this Agreement.
8. MISCELLANEOUS.
8.1. Effectiveness of Agreement. This Agreement shall become
effective on and as of the date of execution of this Promotion
and Licensing Agreement.
8.2. Successors and Assigns. This Agreement shall bind and
inure to the benefit of Company and Ned and their respective
successors, permitted assign heirs and legal representatives (as
the case may be) of Company and Ned.
8.3. Assignment. Company may not assign its rights under this
Agreement to any purchaser or transferee without the prior
written consent of Ned.
8.4. Entire Agreement. This Agreement contains the entire
agreement among the parties with respect to the subject matter
hereof and supercedes all prior and contemporaneous arrangements
or understandings with respect thereto.
8.5. Amendment and Modification: Waiver. Except as otherwise
provided herein, this Agreement may be amended, modified and
supplemented and the application of any provision of this
Agreement or any rights or obligations of any party hereunder
may be waived (either retroactively or prospectively) only by
written agreement of the parties hereto affected by such
amendment, modification, supplement or waiver. Further, any
waiver shall be effective only in the specific instance and for
the specific purpose stated in such writing.
8.6. Counterparts. This Agreement may be executed in any
number of counterparts, and each such counterpart hereof shall
be deemed to be an original instrument, but all such
counterparts together shall constitute but one agreement.
8.7. Headings. The headings of the various sections of this
Agreement have been inserted for convenience of reference only
and shall not be deemed to be a part of this Agreement.
8.8. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Florida.
8.9 Arbitration. Any and all disputes arising hereunder shall
be subject to resolution by arbitration.
IN WITNESS WHEREOF, the parties hereto have caused this
Promotion Agreement to be executed and delivered as of the date
first above written.
<PAGE>41
By: Tim Shannon
Date:2/9/99
Tim Shannon - President
The Jarrett Driving Adventure, Inc.
By: Ned Jarrett
Date: 12/21/98
Ned Jarrett
Addendum 1.0
This Addendum 1.0 is part of the Promotional and Licensing
Agreement dated November 23, 1998 between The Jarrett Driving
Adventure, Inc. (the company) and Ned Jarrett (Ned).
It is agreed upon by both parties, that the company will not
issue any additional common shares, preferred shares or warrants
in the company's stock to insiders, directors or affiliates
without Ned's approval.
At this time there are no plans for additional offerings,
however, in the unlikely event that additional capital for
growth is needed it may become necessary to issue additional
shares. These shares would result in equal dilution to the
value of each share held by all the original shareholders and
insiders. Any and all future financings will be offered to Ned
prior to outside fulfillment.
Initialed by Tim Shannon
2/9/99
Initialed by Ned Jarrett
1/21/98
<PAGE>42
PROMOTIONAL AND LICENSING AGREEMENT
THIS PROMOTIONAL AND LICENSING AGREEMENT (this "Agreement"),
dated as of November 23, 1998, is entered into by and between
The Jarrett Driving, Adventure, Inc., a Florida corporation
("Company"), and Glenn Jarrett, an individual ("Glenn") with
reference to the following:
A. Simultaneously with the execution and delivery of this
Agreement, (i) Company and Glenn are entering into a ten (10)
year agreement for Company to pay Glenn one million (1,000,000)
shares of common stock of The Jarrett Driving, Adventure, Inc.,
a Florida corporation (valued at $10,000). This payment is in
return for Glenn granting, to Company a license to use Glenn's
name and likeness in advertising, products and promotional
materials, as well as an agreed upon number of appearances per
year and an agreed upon number of radio and/or TV commercials,
to be specified within this document.
B. As further consideration for Glenn's participation on the
board of directors of the Company and his off-site involvement
with operations, Glenn will be paid an annual salary of twenty-
five thousand dollars ($25,000) and two hundred and fifty
thousand stock options exercisable at two dollars and fifty
cents ($2.50) per share, good for the duration of this
agreement.
NOW, THEREFORE, in consideration of the obligations and
agreements contained herein, the parties hereto agree as
follows:
1. DEFINITIONS. All capitalized terms used but not otherwise
defined herein shall have the meanings given to them in the
Promotion and Licensing Agreement.
1.1. Licensed Material. "Licensed Material" shall mean the
name "Glenn Jarrett", copyrights and trademarks owned or
controlled by Glenn and any and all names, symbols, emblems,
designs, likenesses, photographs, images and visual
representations of or relating to Glenn that are approved by
Glenn in his sole and absolute discretion.
1.2. Licensed Products. "Licensed Products" shall mean any
goods, products, merchandise or other personal property that (i)
have been approved by Glenn in his sole and absolute discretion,
(ii) are manufactured or produced by or on behalf of Company,
(iii) contain, embody, depict, (whether in the product itself or
in the packaging, marketing or promotional materials) Licensed
Material in a manner specifically approved by Glenn in his sole
and absolute discretion, and (iv) are marketed, sold,
distributed or otherwise used by Company in connection with
Glenn under the terms of this Agreement. It is currently
contemplated that the types of products that may be approved by
Glenn for use as Licensed Products may include, without
limitation, some or all of the following: souvenirs,
memorabilia, clothing, personal effects, videos, books and
magazines.
2.PROMOTIONAL SERVICES.
2.1 Commercials.
(a) Agreement to Perform. During the Term (as defined in
Section 4), Glenn agrees to serve without charge, but subject to
applicable union and guild minimums, as the feature actor in
four (4) commercials per year promoting the Company and the
Franchise. Each such commercial shall be no longer than sixty
(60) seconds in length and shall be produced in no more than two
(2) variations. The commercials may be aired on local or
national television or radio, or both.
(b) Consultation and Approval Rights. Company shall consult with
Glenn with respect to the nature, content (including all audio
and visual elements) and use of any commercial proposed by
Company. Glenn shall also have the right to approve in his sole
and absolute discretion such nature, content and use of such
commercial. Further, Glenn shall have the right, in his sole
and absolute discretion, to decline to perform in any commercial
<PAGE>43
proposed by Company if he reasonably believes that the content
of such commercial would be detrimental to the value of the
Licensed Material or to his image or reputation. In addition,
Company shall not broadcast a completed commercial until such
commercial has been submitted to Glenn for his review and Glenn
has in his sole and absolute discretion approved the completed
form of the commercial and the intended broadcast forum.
(c) Scheduling and Expenses. Company shall make best efforts to
provide Glenn with at least ninety (90) days advance notice of
scheduling of proposed commercials, and such scheduling shall be
subject to Glenn's professional availability. All expenses
associated with the production of the commercials, including
Glenn's reasonable and customary travel expenses, will be paid
for by the Company.
2.2. Appearances. Each year during the Term, Glenn agrees,
subject to Glenn's professional availability, to appear at three
(3) events such as grand openings, annual shareholders meeting
and other promotional activities.
2.3. Additional Promotional Activities. From time to time
during the Term, Company may request that Glenn provide other
promotional services for the Company in addition to those set
forth herein. Glenn may decline or accept these requests in his
sole and absolute discretion.
3. LICENSE.
3.1. Grant of License. Subject to the terms of this Agreement
Glenn hereby grants to Company for the Term (as defined in
Section 4 below) a nonexclusive license to utilize the Licensed
Material throughout the world in connection with:
(a) The advertisement, promotion, solicitation and sale of
equity and debt investment in Company;
(b) The design, construction, development, promotion,
advertising, implementation and operation of the Jarrett Driving
Adventure, Inc.
(c) The advertisement, promotion, solicitation and sale of
possible franchises.
(d) The design, manufacture, promotion, advertisement,
distribution and sale of Licensed Products in connection with
the Company.
4. TERM AND TERMINATION. The term of this agreement (the
"Term") shall be ten (10) years beginning with the opening, of
the first Jarrett Driving Adventure driving school, unless
sooner terminated by the occurrence of any of the following:
(a) A material breach by Company of this Agreement which breach
has not been satisfied within thirty (30) days of receipt of
written notice from Glenn thereof,
(b) Upon receipt of written notice from Glenn if, as the result
of (i) any act or omission of Company, (ii) any claim or charge
against Company or (iii) any other occurrence or circumstances
involving Company, the continued association of Glenn with
Company would be detrimental to the value of the Licensed
Material or to Glenn's image or reputation;
(c) The failure of Company to continually operate and manage
the business according to the policies, practices and standards
agreed to by the parties;
(d) The failure of Company to raise the Investment Capital;
(e) The failure of Company to comply with any laws and
regulations, the consequences of which are materially adverse to
Company.
5. NO COMPETITIVE PROMOTIONS. During the Term, Glenn shall not
directly or indirectly (whether for compensation or otherwise),
provide promotional appearances or services to any business
which competes with the Company's business of owning and
managing driving schools.
6. REPRESENTATIONS AND WARRANTIES.
6.1 Representation and Warranties of Company. Company
represents and warrants to Glenn as follows:
<PAGE>44
(a) Company has the corporate power to enter into this
Agreement and to carry out its obligations hereunder. The
execution and delivery of this Agreement and the consummation of
the transactions contemplated hereby have been duly authorized
by its Board of Directors and no other corporate proceedings on
the part of Company are necessary to authorize this Agreement
and the transaction contemplated herein.
(b) This Agreement has been executed and delivered by Company
and is the valid and binding obligation of Company enforceable
in accordance with its terms, except as enforcement may be
limited by applicable bankruptcy laws or similar laws affecting
creditors' rights generally, and except in so far as the
availability of equitable remedies may be limited by applicable
law from time to time in effect.
6.2. Representations of Glenn. Glenn represents and warrants
to Company as follows:
(a) Glenn hereby has the right and power to grant to Company
the rights described herein and is free to enter into this
Agreement and to carry out his obligations hereunder.
(b) Glenn warrants that, during the Term, he will not commit
any act which brings Company into public disrepute or scandal,
or which shocks, insults or offends a substantial portion or
group of the community or reflects unfavorably on Company.
7. INDEMINIFICATION.
7.1 Indemnification Obligation. Company shall indemnify,
defend and hold harmless Glenn from and against any and all
claims arising out of or in connection with Glenn's appearance
in commercials and performance of other promotional activities
in accordance with this Agreement.
8. MISCELLANEOUS.
8.1. Effectiveness of Agreement. This Agreement shall become
effective on and as of the date of execution of this Promotion
and Licensing Agreement.
8.2. Successors and Assigns. This Agreement shall bind and
inure to the benefit of Company and Glenn and their respective
successors, permitted assign heirs and legal representatives (as
the case may be) of Company and Glenn.
8.3. Assignment. Company may not assign its rights under this
Agreement to any purchaser or transferee without the prior
written consent of Glenn.
8.4. Entire Agreement. This Agreement contains the entire
agreement among the parties with respect to the subject matter
hereof and supercedes all prior and contemporaneous arrangements
or understandings with respect thereto.
8.5. Amendment and Modification: Waiver. Except as otherwise
provided herein, this Agreement may be amended, modified and
supplemented and the application of any provision of this
Agreement or any rights or obligations of any party hereunder
may be waived (either retroactively or prospectively) only by
written agreement of the parties hereto affected by such
amendment, modification, supplement or waiver. Further, any
waiver shall be effective only in the specific instance and for
the specific purpose stated in such writing.
8.6. Counterparts. This Agreement may be executed in any
number of counterparts, and each such counterpart hereof shall
be deemed to be an original instrument, but all such
counterparts together shall constitute but one agreement.
8.7. Headings. The headings of the various sections of this
Agreement have been inserted for convenience of reference only
and shall not be deemed to be a part of this Agreement.
8.8. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Florida.
8.9 Arbitration. Any and all disputes arising hereunder shall
be subject to resolution by arbitration.
<PAGE>45
IN WITNESS WHEREOF, the parties hereto have caused this
Promotion Agreement to be executed and delivered as of the date
first above written.
By: Tim Shannon
Date:2/9/99
Tim Shannon - President
The Jarrett Driving Adventure, Inc.
By: Glenn Jarrett
Date: 12/8/98
Glenn Jarrett
Addendum 1.0
This Addendum 1.0 is part of the Promotional and
Licensing Agreement dated November 23, 1998 between The Jarrett
Driving Adventure, Inc. (the company) and Glenn Jarrett (Glenn).
It is agreed upon by both parties, that the company will
not issue any additional common shares, preferred shares or
warrants in the company's stock to insiders, directors or
affiliates without Glenn's approval.
At this time there are no plans for additional
offerings, however, in the unlikely event that additional
capital for growth is needed it may become necessary to issue
additional shares. These shares would result in equal dilution
to the value of each share held by all the original shareholders
and insiders. Any and all future financings will be offered to
Glenn prior to outside fulfillment.
Initialed by Tim Shannon
2/9/99
Initialed by Glenn Jarrett
12/21/98
<PAGE>46
PROMOTIONAL AND LICENSING AGREEMENT
THIS PROMOTIONAL AND LICENSING AGREEMENT (this "Agreement"),
dated as of November 23, 1998, is entered into by and between
The Jarrett Driving, Adventure, Inc., a Florida corporation
("Company"), and Jason Jarrett, an individual ("Jason") with
reference to the following:
A. Simultaneously with the execution and delivery of this
Agreement, (i) Company and Jason are entering into a ten (10)
year agreement for Company to pay Jason one million (500,000)
shares of common stock of The Jarrett Driving, Adventure, Inc.,
a Florida corporation (valued at $5,000). This payment is in
return for Jason granting, to Company a license to use Jason's
name and likeness in advertising, products and promotional
materials, as well as an agreed upon number of appearances per
year and an agreed upon number of radio and/or TV commercials,
to be specified within this document.
NOW, THEREFORE, in consideration of the obligations and
agreements contained herein, the parties hereto agree as
follows:
1. DEFINITIONS. All capitalized terms used but not otherwise
defined herein shall have the meanings given to them in the
Promotion and Licensing Agreement.
1.1. Licensed Material. "Licensed Material" shall mean the
name "Ned Jarrett", copyrights and trademarks owned or
controlled by Jason and any and all names, symbols, emblems,
designs, likenesses, photographs, images and visual
representations of or relating to Jason that are approved by
Jason in his sole and absolute discretion.
1.2. Licensed Products. "Licensed Products" shall mean any
goods, products, merchandise or other personal property that (i)
have been approved by Jason in his sole and absolute discretion,
(ii) are manufactured or produced by or on behalf of Company,
(iii) contain, embody, depict, (whether in the product itself or
in the packaging, marketing or promotional materials) Licensed
Material in a manner specifically approved by Jason in his sole
and absolute discretion, and (iv) are marketed, sold,
distributed or otherwise used by Company in connection with
Jason under the terms of this Agreement. It is currently
contemplated that the types of products that may be approved by
Jason for use as Licensed Products may include, without
limitation, some or all of the following: souvenirs,
memorabilia, clothing, personal effects, videos, books and
magazines.
2.PROMOTIONAL SERVICES.
2.1 Commercials.
(a) Agreement to Perform. During the Term (as defined in
Section 4), Jason agrees to serve without charge, but subject to
applicable union and guild minimums, as the feature actor in
four (4) commercials per year promoting the Company and the
Franchise. Each such commercial shall be no longer than sixty
(60) seconds in length and shall be produced in no more than two
(2) variations. The commercials may be aired on local or
national television or radio, or both.
(b) Consultation and Approval Rights. Company shall consult with
Jason with respect to the nature, content (including all audio
and visual elements) and use of any commercial proposed by
Company. Jason shall also have the right to approve in his sole
and absolute discretion such nature, content and use of such
commercial. Further, Jason shall have the right, in his sole
and absolute discretion, to decline to perform in any commercial
proposed by Company if he reasonably believes that the content
of such commercial would be detrimental to the value of the
Licensed Material or to his image or reputation. In addition,
Company shall not broadcast a completed commercial until such
commercial has been submitted to Jason for his review and Jason
has in his sole and absolute discretion approved the completed
form of the commercial and the intended broadcast forum.
<PAGE>47
(c) Scheduling and Expenses. Company shall make best efforts to
provide Jason with at least ninety (90) days advance notice of
scheduling of proposed commercials, and such scheduling shall be
subject to Jason's professional availability. All expenses
associated with the production of the commercials, including
Jason's reasonable and customary travel expenses, will be paid
for by the Company.
2.2. Appearances. Each year during the Term, Jason agrees,
subject to Jason's professional availability, to appear at three
(3) events such as grand openings, annual shareholders meeting
and other promotional activities.
2.3. Additional Promotional Activities. From time to time
during the Term, Company may request that Jason provide other
promotional services for the Company in addition to those set
forth herein. Jason may decline or accept these requests in his
sole and absolute discretion.
3. LICENSE.
3.1. Grant of License. Subject to the terms of this Agreement
Jason hereby grants to Company for the Term (as defined in
Section 4 below) a nonexclusive license to utilize the Licensed
Material throughout the world in connection with:
(a) The advertisement, promotion, solicitation and sale of
equity and debt investment in Company;
(b) The design, construction, development, promotion,
advertising, implementation and operation of the Jarrett Driving
Adventure, Inc.
(c) The advertisement, promotion, solicitation and sale of
possible franchises.
(d) The design, manufacture, promotion, advertisement,
distribution and sale of Licensed Products in connection with
the Company.
4. TERM AND TERMINATION. The term of this agreement (the
"Term") shall be ten (10) years beginning with the opening, of
the first Jarrett Driving Adventure driving school, unless
sooner terminated by the occurrence of any of the following:
(a) A material breach by Company of this Agreement which breach
has not been satisfied within thirty (30) days of receipt of
written notice from Jason thereof,
(b) Upon receipt of written notice from Jason if, as the result
of (i) any act or omission of Company, (ii) any claim or charge
against Company or (iii) any other occurrence or circumstances
involving Company, the continued association of Jason with
Company would be detrimental to the value of the Licensed
Material or to Jason's image or reputation;
(c) The failure of Company to continually operate and manage
the business according to the policies, practices and standards
agreed to by the parties;
(d) The failure of Company to raise the Investment Capital;
(e) The failure of Company to comply with any laws and
regulations, the consequences of which are materially adverse to
Company.
5. NO COMPETITIVE PROMOTIONS. During the Term, Jason shall not
directly or indirectly (whether for compensation or otherwise),
provide promotional appearances or services to any business
which competes with the Company's business of owning and
managing driving schools.
6. REPRESENTATIONS AND WARRANTIES.
6.1 Representation and Warranties of Company. Company
represents and warrants to Jason as follows:
(a) Company has the corporate power to enter into this
Agreement and to carry out its obligations hereunder. The
execution and delivery of this Agreement and the consummation of
the transactions contemplated hereby have been duly authorized
by its Board of Directors and no other corporate proceedings on
the part of Company are necessary to authorize this Agreement
and the transaction contemplated herein.
<PAGE>48
(b) This Agreement has been executed and delivered by Company
and is the valid and binding obligation of Company enforceable
in accordance with its terms, except as enforcement may be
limited by applicable bankruptcy laws or similar laws affecting
creditors' rights generally, and except in so far as the
availability of equitable remedies may be limited by applicable
law from time to time in effect.
6.2. Representations of Jason. Jason represents and warrants
to Company as follows:
(a) Jason hereby has the right and power to grant to Company
the rights described herein and is free to enter into this
Agreement and to carry out his obligations hereunder.
(b) Jason warrants that, during the Term, he will not commit
any act which brings Company into public disrepute or scandal,
or which shocks, insults or offends a substantial portion or
group of the community or reflects unfavorably on Company.
7. INDEMINIFICATION.
7.1 Indemnification Obligation. Company shall indemnify,
defend and hold harmless Jason from and against any and all
claims arising out of or in connection with Jason's appearance
in commercials and performance of other promotional activities
in accordance with this Agreement.
8. MISCELLANEOUS.
8.1. Effectiveness of Agreement. This Agreement shall become
effective on and as of the date of execution of this Promotion
and Licensing Agreement.
8.2. Successors and Assigns. This Agreement shall bind and
inure to the benefit of Company and Jason and their respective
successors, permitted assign heirs and legal representatives (as
the case may be) of Company and Jason.
8.3. Assignment. Company may not assign its rights under this
Agreement to any purchaser or transferee without the prior
written consent of Jason.
8.4. Entire Agreement. This Agreement contains the entire
agreement among the parties with respect to the subject matter
hereof and supercedes all prior and contemporaneous arrangements
or understandings with respect thereto.
8.5. Amendment and Modification: Waiver. Except as otherwise
provided herein, this Agreement may be amended, modified and
supplemented and the application of any provision of this
Agreement or any rights or obligations of any party hereunder
may be waived (either retroactively or prospectively) only by
written agreement of the parties hereto affected by such
amendment, modification, supplement or waiver. Further, any
waiver shall be effective only in the specific instance and for
the specific purpose stated in such writing.
8.6. Counterparts. This Agreement may be executed in any
number of counterparts, and each such counterpart hereof shall
be deemed to be an original instrument, but all such
counterparts together shall constitute but one agreement.
8.7. Headings. The headings of the various sections of this
Agreement have been inserted for convenience of reference only
and shall not be deemed to be a part of this Agreement.
8.8. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Florida.
8.9 Arbitration. Any and all disputes arising hereunder shall
be subject to resolution by arbitration.
IN WITNESS WHEREOF, the parties hereto have caused this
Promotion Agreement to be executed and delivered as of the date
first above written.
<PAGE>49
By: Tim Shannon
Date:2/9/99
Tim Shannon - President
The Jarrett Driving Adventure, Inc.
By: Jason Jarrett
Date
Jason Jarrett
Addendum 1.0
This Addendum 1.0 is part of the Promotional and
Licensing Agreement dated November 23, 1998 between The Jarrett
Driving Adventure, Inc. (the company) and Jason Jarrett (Jason).
It is agreed upon by both parties, that the company will
not issue any additional common shares, preferred shares or
warrants in the company's stock to insiders, directors or
affiliates without Jason's approval.
At this time there are no plans for additional
offerings, however, in the unlikely event that additional
capital for growth is needed it may become necessary to issue
additional shares. These shares would result in equal dilution
to the value of each share held by all the original shareholders
and insiders. Any and all future financings will be offered to
Jason prior to outside fulfillment.
Initialed by Tim Shannon
2/9/99
Initialed by Jason Jarrett
12/21/98
<PAGE>50
PROMOTIONAL AND LICENSING AGREEMENT
THIS PROMOTIONAL AND LICENSING AGREEMENT (this "Agreement"),
dated as of November 23, 1998, is entered into by and between
The Jarrett Driving, Adventure, Inc., a Florida corporation
("Company"), and Brett Favre, an individual ("Brett") with
reference to the following:
A. Simultaneously with the execution and delivery of this
Agreement, (i) Company and Brett are entering into a ten (10)
year agreement for Company to pay Brett one million five hundred
thousand (1,500,000) shares of common stock of The Jarrett
Driving Adventure, Inc., a Florida corporation (valued at
$15,000). This payment is in return for Brett granting to
Company a license to use Brett's name and likeness in
advertising, products and promotional materials, as well as an
agreed upon number of appearances per year and an agreed upon
number of radio and/or TV commercials, to be specified within
this document.
NOW, THEREFORE, in consideration of the obligations and
agreements contained herein, the parties hereto agree as
follows:
1 .DEFINITIONS. All capitalized terms used but not otherwise
defined herein shall have the meanings given to them in the
Promotion and Licensing Agreement.
1. 1. Licensed Material. "Licensed Material" shall mean the
name "Brett Favre", copyrights and trademarks owned or
controlled by Brett and any and all names, symbols, emblems,
designs, likenesses, photographs, images and visual
representations of or relating to Brett that are approved by
Brett in his sole and absolute discretion which are to be used
strictly for and identified with NASCAR and with The
Jarrett/Favre Driving Adventure, Inc. and for no other reason.
1.2. Licensed Products. "Licensed Products" shall mean any
goods, products, merchandise or other personal property that (i)
have been approved by Brett in his sole and absolute discretion,
(ii) are manufactured or produced by or on behalf of Company,
(iii) contain, embody, depict, (whether in the product itself or
in the packaging, marketing or promotional materials) Licensed
Material in a manner specifically approved by Brett in his sole
and absolute discretion, and (iv) are marketed, sold,
distributed or otherwise used by Company in connection with
Brett under the terms of this Agreement. It is currently
contemplated that the types of products that may be approved by
Brett for use as Licensed Products may include, without
limitation, some or all of the following: souvenirs,
memorabilia, clothing, personal effects, videos, books and
magazines. All products must first have written approval by
Brett after such products are submitted to James A. Cook Jr. and
reviewed and approved by Brett. Grant of license herein is
subject to and shall be controlled by any existing contract or
extensions thereof which Brett currently has with, including,
but not limited to NIKE, NFL Properties, NFL Quarterback Club or
any and all contracts existing.
2. PROMOTIONAL SERVICES.
2.1 Commercials.
(a) Agreement to Perform. During the Term (as defined in
Section 4), Brett agrees to serve without charge, but subject to
applicable union and guild minimums, as the feature actor in two
(2) commercials per year promoting the Company and the
Franchise. Each such commercial shall be no longer than sixty
(60) seconds in length and shall be produced in no more than two
(2) variations. The commercials may be aired on local or
national television or radio, or both.
(b) Consultation and Approval Rights. Company shall consult
with Brett with respect to the nature, content (including all
audio and visual elements) and use of any commercial proposed by
Company. Brett shall also have the right to approve in his sole
and absolute discretion such nature, content and use of such
<PAGE>51
commercial. Further, Brett shall have the right, in his sole
and absolute discretion, to decline to perform in any commercial
proposed by Company if he reasonably believes that the content
of such commercial would be detrimental to the value of the
Licensed Material or to his image or reputation. In addition,
Company shall not broadcast a completed commercial until such
commercial has been submitted to Brett for his review and Brett
has in his sole and absolute discretion approved the completed
form of the commercial and the intended broadcast forum.
(c) Scheduling and Expenses. Company shall make best efforts
to provide Brett with at least ninety (90) days advance notice
of scheduling of proposed commercials, and such scheduling shall
be subject to Brett's professional availability. All expenses
associated with the production of the commercials, including
Brett's reasonable and customary travel expenses, will be paid
for by the Company.
2.2. Appearances. Each year during the Term, Brett agrees,
subject to Brett's professional availability, to appear at three
(3) events such as grand openings, annual shareholders meeting
and other promotional activities.
2.3. Additional Promotional Activities. From time to time
during the Term, Company may request that Brett provide other
promotional services for the Company in addition to those set
forth herein. Brett may decline or accept these requests in his
sole and absolute discretion.
3. LICENSE.
3.1. Grant of License. Subject to the terms of this Agreement
Brett hereby grants to Company for the Term (as defined in
Section 4 below) a nonexclusive license to utilize the Licensed
Material throughout the world in connection with:
(a) The advertisement, promotion, solicitation and sale of
equity and debt investment in Company;
(b) The design, construction, development, promotion,
advertising implementation and operation of the Jarrett Driving,
Adventure, Inc.
(c) The advertisement, promotion, solicitation and sale of
possible franchises.
(d) The design, manufacture, promotion, advertisement,
distribution and sale of Licensed Products in connection with
the Company.
4. TERM AND TERMRNATION. The term of this agreement (the
"Term") shall be ten (10) years beginning with the opening of
the first Jarrett Driving Adventure driving school, unless
sooner terminated by the occurrence of any of the following:
(a) A material breach by Company of this Agreement which breach
has not been satisfied within thirty (30) days of receipt of
written notice from Brett thereof,
(b) Upon receipt of written notice from Brett if, as the result
of (i) any act or omission of Company, (ii) any claim or charge
against Company or (iii) any other occurrence or circumstances
involving Company, the continued association of Brett with
Company would be detrimental to the value of the Licensed
Material or to Brett's image or reputation;
(c) The failure of Company to continually operate and manage
the business according to the policies, practices and standards
agreed to by the parties;
(d) The failure of Company to raise the Investment Capital;
(e) The failure of Company to comply with any laws and
regulations, the consequences of which are materially adverse to
Company.
5. NO COMPETITIVE PROMOTIONS. During the Term, Brett shall not
directly or indirectly (whether for compensation or otherwise),
provide promotional appearances or services to any business
which competes with the Company's business of owning and
managing driving schools.
<PAGE>52
6. REPRESENTATIONS AND WARRANTIES
6.1 Representation and Warranties of Company. Company
represents and warrants to Brett as follows:
(a) Company has the corporate power to enter into this
Agreement and to carry out its obligations hereunder. The
execution and delivery of this Agreement and the consummation of
the transactions contemplated hereby have been duly authorized
by its Board of Directors and no other corporate proceedings on
the part of Company are necessary to authorize this Agreement
and the transaction contemplated herein.
(b) This Agreement has been executed and delivered by Company
and is the valid and binding obligation of Company enforceable
in accordance with its terms, except as enforcement may be
limited by applicable bankruptcy laws or similar laws affecting
creditors' rights generally, and except in so far as the
availability of equitable remedies may be limited by applicable
law from time to time in effect.
6.2. Representations of Brett. Brett represents and warrants
to Company as follows:
(a) Brett hereby has the right and power to grant to Company
the rights described herein and is free to enter into this
Agreement and to carry out his obligations hereunder.
(b) Brett warrants that, during the Term, he will not commit
any act which brings Company into public disrepute or scandal,
or which shocks, insults or offends a substantial portion or
group of the community or reflects unfavorably on Company.
7. INDEMNIFICATIOIN.
7.1 Indemnification Obligation. Company shall indemnify,
defend and hold harmless Brett from and against any and all
claims arising out of or in connection with Brett's appearance
in commercials and performance of other promotional activities
in accordance with this Agreement.
8. MISCELLANEOUS.
8.1. Effectiveness of Agreement. This Agreement shall become
effective on and as of the date of execution of this Promotion
and Licensing Agreement.
8.2. Successors and Assigns. This Agreement shall bind and
inure to the benefit of Company and Brett and their respective
successors, permitted assign heirs and legal representatives (as
the case may be) of Company and Brett.
8.3. Assignment. Company may not assign its rights under this
Agreement to any purchaser or transferee without the prior
written consent of Brett.
8.4. Entire Agreement. This Agreement contains the entire
agreement among the parties with respect to the subject matter
hereof and supercedes all prior and contemporaneous arrangements
or understandings with respect thereto.
8.5 Amendment and Modification: Waiver. Except as otherwise
provided herein, this Agreement may be amended, modified and
supplemented and the application of any provision of this
Agreement or any rights or obligations of any party hereunder
may be waived (either retroactively or prospectively) only by
written agreement of the parties hereto affected by such
amendment, modification, supplement or waiver. Further, any
waiver shall be effective only in the specific instance and for
the specific purpose stated in such writing.
8.6 Counterparts. This Agreement may be executed in any number
of counterparts, and each such counterpart hereof shall be
deemed to be an original instrument, but all such counterparts
together shall constitute but one agreement.
8.7 Headings. The headings of the various sections of this
Agreement have been inserted for convenience of reference only
and shall not be deemed to be a part of this Agreement.
<PAGE>53
8.8 Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Florida.
8.9 Arbitration. Any and all disputes arising hereunder shall
be subject to resolution by arbitration.
IN WITNESS WHEREOF, the parties hereto have caused this
Promotion Agreement to be executed and delivered as of the date
first above written.
By: Tim Shannon
Date: 3/2/99
Tim Shannon - President
The Jarrett Driving Adventure, Inc.
By: Brett Favre
Date: 2/26/99
Brett Favre
Addendum 1.0
This Addendum 1.0 is part of the Promotional and Licensing
Agreement dated November 23, 1998 between the company, The
Jarrett Driving Adventure and Brett Favre.
It is agreed upon by both parties, that the company, The Jarrett
Driving Adventure, Inc. will not issue any additional common
shares, preferred shares or warrants in the company's stock to
insiders, directors or affiliates without Brett's approval.
At this time there are no plans for additional offerings,
however, in the unlikely event that additional capital for
growth is needed it may become necessary to issue additional
shares. These shares would result in equal dilution to the
value of each share held by all the original shareholders and
insiders. Any and all future financings will be offered to
Brett prior to outside fulfillment.
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<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> JUN-30-1999
<CASH> 125,020
<SECURITIES> 0
<RECEIVABLES> 0
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<INVENTORY> 14,396
<CURRENT-ASSETS> 165,426
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0
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<OTHER-SE> 323,324
<TOTAL-LIABILITY-AND-EQUITY> 534,925
<SALES> 1,098
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<CGS> 727
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<LOSS-PROVISION> 0
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