UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS
Pursuant to Section 12(b) or (g)
of the Securities and Exchange Act of 1934
WORLDWIDE ENERGY, INC.
Oklahoma 75-5555555
(State of organization) (I.R.S. Employer Identification No.)
3168 Bel Air Drive Las Vegas, Nevada 89109
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (702) 792-8404
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
<PAGE>
Item 1. Business.
Development of Business
The Company was incorporated under the laws of the Sate of
Oklahoma on April 7, 1987. The Company was considered dormant
through March 12,1996, when new management took control of the
company. On April 11, 1996, the Company obtained an amended and
restated Certificate of Incorporation from the State of Oklahoma.
From March 12, 1996 to March 31, 1998, the Company was in the
development stage, and from April 1, 1998 through December 31,
1998 the company was inactive. On August 1, 1998 the Board
resolved to change the name of the Company from C/Grip: Inc. to
Worldwide Energy, Inc. On August 25, 1998 the Company and Green
River Coal, Inc. entered into a Tax Free Exchange. The Company
exchanged 13,216,448 of common shares for 100% control consisting
of 100,000 shares of common stock of Green River Coal, Inc.
Green River Coal, Inc. was incorporated on October 1, 1990. The
Corporation owns 3,712.72 acres of Low Sulfur coal leases in
Wayne County, Utah. These properties contain 47,105,000 tons of
low sulfur coal, which has a market value in the amount of
$174,288,000. This coal meets the specifications of the Clean
Air Act, which requires less than 1.2-% sulfur. Congress passed
the Clean Air Act, which requires very low sulfur emissions by
end users of coal beginning in 1995. The maximum sulfur allowed
to be burned after the effective date is 1.2%. The Utah Coal is
one of the few large areas remaining where low sulfur coal (high
in BTU'S from 8,000 to 13,000 BTU'S) is found in the United
States. The Sulfur content of this coal is below 1%, which will
satisfy the Clean Air requirements. Many Utilities with coal
fired plants have burning 4% to 6% sulfur which is common to coal
produced in the Eastern half of the U.S. The Company merged with
Green River Coal, Inc. and came under new management control.
On September 9, 1999, the Company entered into a contract to sell
its low sulfur coal properties to a World Link Capital, LLC for
$169,925,000 in cash to be received over a period of three years.
Item 2. Financial Information.
As of June 30, 1999:
Current Assets $1,602,056
Current Liabilities $ 7,436
Stockholders' Equity $1,602,056
Management Discussion and Analysis
The Company was incorporated under the laws of the Sate of
Oklahoma on April 7, 1987. The Company was considered dormant
through March 12,1996, when new management took control of the
company. On April 11, 1996, the Company obtained an amended and
restated Certificate of Incorporation from the State of Oklahoma.
From March 12, 1996 to March 31, 1998, the Company was in the
development stage, and from April 1, 1998 through December 31,
1998 the company was inactive. On August 1, 1998 the Board
resolved to change the name of the Company from C/Grip: Inc. to
Worldwide Energy, Inc. On August 25, 1998 the Company and Green
River Coal, Inc. entered into a Tax Free Exchange. The Company
exchanged 13,216,448 of common shares for 100% control consisting
of 100,000 shares of common stock of Green River Coal, Inc.
Green River Coal, Inc. was incorporated on October 1, 1990. The
Corporation owns 3,712.72 acres of Low Sulfur coal leases in
Wayne County, Utah. These properties contain 47,105,000 tons of
low sulfur coal, which has a market value in the amount of
$174,288,000. This coal meets the specifications of the Clean
Air Act, which requires less than 1.2-% sulfur. Congress passed
the Clean Air Act, which requires very low sulfur emissions by
end users of coal beginning in 1995. The maximum sulfur allowed
to be burned after the effective date is 1.2%. The Utah Coal is
one of the few large areas remaining where low sulfur coal (high
in BTU'S from 8,000 to 13,000 BTU'S) is found in the United
States. The Sulfur content of this coal is below 1%, which will
satisfy the Clean Air requirements. Many Utilities with coal
fired plants have burning 4% to 6% sulfur which is common to coal
produced in the Eastern half of the U.S. The Company merged with
Green River Coal, Inc. and came under new management control.
On September 9, 1999, the Company entered into a contract to sell
its low sulfur coal properties to a World Link Capital, LLC for
$169,925,000 in cash to be received over a period of three years.
Item 3. Properties.
For the six month period ended June 30, 1999, all activities of
the Company have been conducted from the corporate officer's
residence a no charge. There are no current or future agreements
for the use of these facilities nor are there any liabilities for
the past use of these facilities.
Coal mining leases Consist of 3,717.72 acres of Low Sulfur coal
mining leases in Wayne County, Utah, as discussed in Note 1.
Such leases are renewable on an annual basis provided the Company
has diligently engaged in activity to bring the coal resources
into commercial production. The lease renewal rates consist of
an annual royalty of $3.00 per acre plus an annual rent of $1.00
per acre. The next reassessment date for the leases is May 31,
2008. Lease expense for the six months ended June 30, 1998 was
$7,436 (unaudited). The future minimum royalties and rentals
total $14,871 annually through 2008.
Item 4. Security Ownership of Certain Beneficial Owners and
Management.
Security Ownership of Certain Beneficial Owners - Worldwide
Energy, Inc.As of October 31, 1999
Title of Name/Address of Owner Shares Percent
Class Officers and Directors Beneficially of Class
(1 Person) Owned
Common F.W. Young 2,000 .01%
1502 Lakeside Drive
Number 205N
Lake Worth, FL 33460
Security Ownership of Management - Worldwide Energy, Inc.
As of October 31, 1999
Title of Name/Address of Owner Shares Percent
Class Beneficially of Class
Owned
Common Wall Street Trading Group 1,000,000 6.5%
Common Sunstar Holdings 12,216,448 81.0%
3168 Bel Air Drive
Las Vegas, Nevada 89109
Common Amber Holdings 763,248 5.2%
Item 5. Directors and Executive Officers.
Name/Title/Address Age Title
William Moon, Sr. Chairman of the Board
3168 Bel Air Drive
Las Vegas, NV 89109
Theolene D. Moon Preseident
3168 Bel Air Drive
Las Vegas, NV 89109
Fred Young Secretary/Treasurer
1502 Lakeside Drive
Number 205N
Lake Worth, FL 33460
William Moon, SR.
Theolene D. Moon
Fred Young
Item 6. Executive Compensation.
None.
Item 7. Certain Relationships and Related Transactions.
None
Item 8. Legal Proceedings.
There is no litigation involving Worldwide Energy, Inc., or any
of their subsidiaries, as a party.
Item 9. Market Price of and Dividends on the Registrant's
Common Equity and Related Stockholder Matters.
Registrant's common stock is traded in the over-the-counter
market in the United States under the symbol WWEN. The following
are available high and low bids since WWEN started trading on
September 30, 1998.
Worldwide Energy, Inc.
Date Volume High/Ask Low/Bid Close
09/30/98 13,400 1 1/4 0 3/4 1 1/4
10/30/98 49,100 1 1/4 0 1/2 0 9/16
11/30/98 54,200 1 1/16 0 1/4 0 3/8
12/31/98 34,100 0 3/4 0 1/4 0 3/4
01/29/99 31,800 0 13/16 0 9/16 0 3/4
02/26/99 534,800 6 0 7/16 1 3/4
03/31/99 152,800 2 3/8 1 1/4 2 1/8
04/30/99 617,000 9 7/8 2 8 7/8
05/28/99 363,000 10 1/8 6 7/8 8
06/30/99 305,400 8 5/8 5 3/4 7 1/8
07/30/99 248,100 7 7/16 4 3/4 5 1/8
08/31/99 167,700 6 5/8 3 11/16 6
9/30/99 270,300 7 1/8 3 5/8 3 15/16
10/29/99 172,100 5 1/2 3 7/8 4
Item 10. Recent Sales of Unregistered Securities.
None
Item 11. Description of Registrant's Securities to be
Registered.
The common stock of WWEN has a par value of $0.001 per share..
All of the common shares are non-assessable, without non-
cumulative voting, but with pre-emptive rights.
Item 12. Indemnification of Directors and Officers.
The bylaws of WWEN do provide for the indemnification of any
director, officer, employee or agent of the issuer, or any person
serving in such capacity for any other entity or enterprise at
the request of the issuer against any and all legal expenses
(including attorneys fees), claims and liabilities arising out of
any action, suit or proceeding, except an action by or in the
right of the issuer, to the extent permitted by Nevada law.
Nevada law provides liberal indemnification of officers and
directors of Nevada corporations. Section 78.7502 of the Nevada
Revised Statutes permits a corporation to indemnify any officer,
director, employee, or agent, who is, was, or is threatened to be
made a party to any action, whether civil, criminal,
administrative, or investigative, except an action by or in the
right of the corporation, by reason of the fact that he is or was
an officer, director, employee, or agent, if he acted in good
faith and in a manner which he reasonably believed to be in or
not opposed to the best interests of the corporation, and, in the
case of a criminal action, he had no reasonable cause to believe
that his conduct was unlawful. In the case in which a director,
officer, employee, or agent of a corporation has been successful
on the merits or otherwise in defense of such action, the
corporation must indemnify him for expenses, including attorneys'
fees, actually and reasonably incurred by him.
Insofar as indemnification for liabilities arising under the
federal securities laws may be permitted to directors and
controlling persons of the issuer, the issuer has been advised
that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the
law and is, therefor, unenforceable. In the event a demand for
indemnification is made, the issuer 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 law and will be governed by the final
adjudication of such issue.
Item 13. Financial Statements and Supplementary Data.
The financial statements and supplemental data required by this
Item 13 follow the index of financial statements appearing at
Item 15 of this Form 10.
Item 14. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure.
None
Item 15. Financial Statements and Exhibits.
See Exhibit 13.1 below.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
WORLDWIDE ENERGY, INC.
By:/s/ Winfield Moon
Winfield Moon, Chairman of the Board
EXHIBIT INDEX
Exhibit Description Method of
Number Filing
3.1 Articles of Incorporation See Below
3.2 Amended and Restated Articles of See Below
Incorporation
3.3 Bylaws See Below
5.1 Opinion Re: Legality See Below
10.1 Plan of Reorganization See Below
10.2 Purchase Payment Plan See Below
13.1 Audited Financials Statements See Below
23.1 Consent of Counsel See Below
23.2 Consent of Accountant See Below
CERTIFICATE OF INCORPORATION
OF
C/Grip: Inc.
FIRST: Name. The name of the corporation is C/Grip:
Inc. (hereinafter the "Corporation").
SECOND: Registered office. The name and street address of
the registered agent of the Corporation in the State of
Oklahoma and the street address of the registered office of
the Corporation in the State of Oklahoma, which office address
is the same as the street address of its registered agent,
are:
Thomas J. Kenan
800 Bank of Oklahoma Plaza
201 Robert S. Kerr Avenue
Oklahoma City, OK 73102
THIRD: Term. The term of the Corporation shall be
perpetual.
FOURTH: Purpose. The purpose of the Corporation is to
engage in any lawful act or activity for which corporations
may be organized under the Act.
FIFTH: Capital Stock. The Corporation is authorized to
Issue two classes of stock, both of which shall be voting. One
class of stock shall be Common Stock, par value $0.001. The
second class of stock shall be Preferred Stock, par value
$0.001. The Preferred Stock, or any series thereof, shall have
such designations, preferences and relative, participating,
optional or other special rights and qualifications,
limitations or restrictions thereof as shall be expressed In
the resolution or resolutions providing for the issue of such
stock adopted by the board of directors and may be made
dependent upon facts ascertainable outside such resolution or
resolutions of the board of directors, provided that the
manner in which such facts shall operate upon such
designations, preferences, rights and qualifications,
limitations or restrictions of such class or series of stock
is clearly and expressly set forth in the resolution or
resolutions providing for the issuance of such stock by the
board of directors.
The total number of shares of stock of each class which
the Corporation shall have authority to issue and the par
value of each share of each class of stock are as follows:
Class Par Value Number of Totals
Authorized
Shares
Common $0.001 40,000,000 $40,000
Preferred $0.001 50,000,000 $50,000
Totals 50,000,000 $50,000
SIXTH: Directors. The number of directors of the
Corporation shall be such as from time to time shall be fixed
by, or in the manner provided In, the Bylaws.
SEVENTH: Bylaws. The Bylaws for the governing of the
Corporation may be adopted, amended, altered, repealed or
readopted by the Board of Directors at any stated or special
meeting of such board, but the powers of such directors in
this regard shall at all times be subject to the rights of the
shareholders to alter or repeal such Bylaws at any annual
meeting of shareholders.
EIGHTH: Amendment. The Corporation reserves the right at
any time and from time to time to amend, alter, change or
repeal any provision contained in this Certificate of
Incorporation, and other provisions authorized by the laws of
the State of Oklahoma at the time may be added or inserted in
this Certificate of Incorporation, in the manner now or
hereafter prescribed by law; and all rights, preferences and
privileges of whatsoever nature conferred upon shareholders,
directors or any other persons by and pursuant to this
Certificate of Incorporation in its present form or as
hereafter amended are granted subject to the right reserved in
this Section EIGHTH.
NINTH: Compromise or Arrangement by Corporation with
Creditors or Shareholders. Whenever a compromise or
arrangement Is proposed between the Corporation and its
creditors or any class of them or between the Corporation and
its shareholders or any class of them, any court of equitable
jurisdiction within the State of Oklahoma, on the application
in a summary way of the Corporation or of any creditor or
shareholder thereof or on the application of any receiver or
receivers appointed for the Corporation under the provisions
of Section 106 of the Act or on the application of trustees in
dissolution or of any receiver or receivers appointed for the
Corporation under the provisions of Section 100 of the Act,
may order a meeting of the creditors or class of creditors, or
of the shareholders or class of shareholders of the
Corporation, as the case may be, to be summoned in such manner
as the court directs. If a majority in number representing
three-fourths in value of the creditors or class of creditors,
or of the shareholders or class of shareholders of the
Corporation, as the case may be, agree to any compromise or
arrangement and to any reorganization of the Corporation as a
consequence of such compromise or arrangement, the compromise
or arrangement and the reorganization, if sanctioned by the
court to which the application has been made, shall be binding
on all the creditors or class of creditors, or on all the
shareholders or class of shareholders, of the Corporation, as
the case may be, and also on the Corporation.
IN WITNESS WHEREOF, this Corporation has caused this
Certificate to be signed by its President and attested by its
Secretary this 7th day of April, 1996.
C/Grip: Inc., an Oklahoma corporation
By: /S/Thomas J. Kenan, President
ATTEST: Thomas J. Kenan, Secretary
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION OF OKLAHOMA
SECRETARY OF STATE
RIVER ROUGE CORPORATION
TO THE SECRETARY OF STATE OF THE STATE OF OKLAHOMA:
The undersigned corporation ("the Corporation"), an
Oklahoma corporation, for the purposes of adopting an Amended
and Restated Certificate of Incorporation pursuant to the
Section 1080 of the Oklahoma General Corporation Act ("the
Act"), hereby certifies:
1.The name of the Corporation is "River Rouge Corporation"
2. The name under which the Corporation was originally
incorporated was "River Rouge Corporation"
3. The Certificate of Incorporation of the Corporation
was filed with the Oklahoma Secretary of State on April 7,
1987.
4. The amendments to the Certificate of Incorporation
effected by this Certificate are: (a) to change the name of
the Corporation to "C/Grip: Inc."; (b) to revise the
provisions relating to the regulation of the internal affairs
of the Corporation, and (c) to add provisions relating to
compromises or arrangements with creditors.
5. This Amended and Restated Certificate of Incorporation
was duly adopted in accordance with Act Section 1080, after
being proposed by the directors and adopted by the
shareholders in the manner and by the vote prescribed in Act
Section 1077, and restates, integrates and further amends the
Certificate of Incorporation.
6. The Certificate of Incorporation of River Rouge
Corporation is hereby restated as further amended by this
Certificate, to read in full, as follows:
Amendment No. One To Certificate of Incorporation Of
River Rouge Corporation OKLAHOMA SECRETARYOF STATE
Thomas J. Kenan, the sole incorporator of River Rouge
Corporation, a corporation incorporated on April 7, 1987
pursuant to the provisions of the Oklahoma General Corporation
Act, certifies that River Rouge Corporation has not received
any payment for any of its stock and that the following
amendment to its certificate of incorporation was duly adopted
in accordance with the provisions of Section 1076 of the
Oklahoma General Corporation Act.
Paragraph 4 of the Certificate of Incorporation is
amended to provide as follows:
4. The Corporation is authorized to issue two classes of
stock, both of which shall be voting. One class of stock shall
be Common Stock, par value $0.001. The second class of stock
shall be Preferred Stock, par value $0.001. The Preferred
Stock, or any series thereof, shall have such designations,
preferences and relative, participating, optional or other
special rights and qualifications, limitations or restrictions
thereof as shall be expressed in the resolution or resolutions
providing for the issue of such stock adopted by. the board of
directors and may be made dependent upon facts ascertainable
outside such resolution or resolutions of the board of
directors, provided that the manner in which such facts shall
operate upon such designations, preferences, rights and
qualifications, limitations or restrictions of such class or
series of stock is clearly and expressly set forth in the
resolution or resolutions providing for the issuance of such
stock by the board of directors.
The total number of shares of stock of each class which
the Corporation shall have authority to issue and the par
value of each share of each class of stock are as follows:
Class Par Value Number of Total
Shares
Authorized
Common $0.001 40,000,000 $40,000
Preferred $0.001 10,000,000 $10,000
Totals: 50,000,000 $50,000
Dated: April 18, 1987
by:/s/ Thomas J. Kenan
Thomas J. Kenan, Incorporator
BY-LAWS
OF
RIVER ROUGE CORPORATION
ARTICLE I. OFFICES
The principal office of the corporation shall be at Suite
202, 511 Couch Drive, Oklahoma City, Oklahoma 73102. The
corporation may have such other offices, either within or without
the State of Oklahoma, as the Board of Directors may designate or
as the business of the corporation may require from time to time.
ARTICLE II. SHAREHOLDERS
SECTION I. Annual Meeting. The annual meeting of the
shareholders shall be held on the first Tuesday in the month of
April in each year, beginning with the year 1988, at the hour of
two o'clock p.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 Oklahoma, 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 Meeting Special meetings of the
shareholders, for any purposes, unless otherwise prescribed by
statute, may be called by the President or by the Board of
Directors.
SECTION 3. Place of Meeting. The Board of Directors may
designate any place, either within or without the State of
Oklahoma, unless otherwise prescribed by statute, as the place of
meeting for any annual meeting or for any special meeting called
by the Board of Directors. 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 Oklahoma, unless
otherwise prescribed by statute, as the place for the holding of
such meeting. If no designation is made, or if a special meeting
be otherwise called, the place of meeting shall be the principal
office of the corporation in the State of Oklahoma.
SECTION 4. Notice of Meeting. Written or printed notice
stating the place, day and hour of the meeting and, in case of a
special meeting or if otherwise required by law, the purpose or
purposes for which the meeting is called, shall be delivered not
less than three nor more than fifty days before the day of the
meeting, either personally or by mail, by or at the direction of
the President, or the Secretary, or the officer or persons
calling 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. Fixing of Record Date. For the purpose of
determining shareholders entitled to notice of or to vote at any
meeting of shareholders or any adjournment thereof, or share
holders 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 may fix a time, not exceeding 60
days nor less than 10 days preceding the date of any meeting of
shareholders or the day fixed for the payment of any dividend or
distribution or the date for the allotment of rights or the date
when any change or conversion or exchange of shares shall be made
or go into effect, as a record date for the determination of the
shareholders entitled to notice of and to vote at such meeting or
entitled to receive payments of any such dividend, distribution,
or allotment of rights, or to exercise rights in respect to any
such change, conversion, or exchange of shares. In the event a
record date shall have been fixed as aforesaid for any specified
purpose, the stock transfer books of the corporation shall not be
closed in connection therewith.
SECTION 6. Voting Lists. The officer or agent having charge
of the stock ledger of the corporation shall make, at least ten
full days before each meeting of the shareholders, a complete
list of the shareholders entitled to vote at such meeting, or any
adjournment thereof, arranged in alphabetical order, with the
address of and the number of shares held by each shareholder,
which list, together with the stock ledger, or a duplicate
thereof, shall be kept at the place of such meeting for a period
of ten full days prior to the convening of such meeting, and
shall be subject to inspection at any time during such period by
any shareholder or person representing any shareholder.
Notwithstanding the foregoing, in the event the original or
duplicate stock ledger reasonably shows in understandable form
all persons entitled to represent shares at such meeting with the
number of shares entitled to be voted by each shareholder, it
shall not be necessary to prepare and produce the list of
shareholders herein above referred to.
SECTION 7. Quorum. One-third 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 one-third of the outstanding shares are represented at
a meeting, a majority of the shares so represented may adjourn
the meeting from time to time for not more than a total of 30
days 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 notified. 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 in a dated, written
appointment signed by the shareholder, which appointment shall be
filed with the Secretary of the corporation at or before the
meeting at which the shares are to be voted.
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. The voting of
shares held otherwise than by an individual shall be governed by
the provisions of the Oklahoma General Corporation Act.
SECTION 10. Consent and Waiver of Notice. (a) Any trans
action of the shareholders of the corporation at any meeting
thereof, regardless how or whether call was made or notice given,
shall be as valid as though transacted at a meeting duly held
after regular call and notice: (i) if such transactions have been
or are thereafter approved and ratified at a regular or special
shareholders' meeting held upon regular call or notice; or (ii)
if a quorum be present either in person or by proxy and if,
either before or after the meeting, each of the shareholders
entitled to vote and not present in person or by proxy sign a
written waiver of notice, or a consent to the holding of such
meeting, or an approval of the minutes thereof. All such waivers,
consents or approvals shall be filed with the Secretary or made a
part of the records of the meeting.
(b) A waiver of notice, in writing, signed by the
person or persons entitled to such notice, whether signed before
or after the time stated therein, shall be deemed equivalent to
the actual giving of any such notice required by the Oklahoma
General Corporation Act, the Certificate of Incorporation of this
corporation or by these By-Laws.
(c) Any action which pursuant to the Oklahoma General
Corporation Act, the Certificate of Incorporation of this
corporation or these By-Laws might be taken at a meeting of the
shareholders, may be taken without a meeting if a record or
memorandum thereof be made in writing and signed by all of the
holders of shares who would be entitled to vote at a meeting for
such purpose and such record or memorandum be filed with the
Secretary of the corporation and made a part of the corporate
records.
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 initially shall be three but may be
increased by a vote of the Board of Directors. 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 Meeting. 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 resolu
tion, the time and place for the holding of additional regular
meetings without other notice 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 three days prior thereto by written notice
delivered personally or mailed to each director at his business
address, or by telegram. Such notice shall specify the time,
place and purpose of the meeting. 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 director 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 Action 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. Vacancies. Any vacancy occurring in the Board of
Directors may be filled by the affirmative vote or 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 un-expired term of his
predecessor in office.
SECTION 9. Compensation. By resolution of the Board of
Directors, the Directors may be paid their expenses, if any, of
attendance at each meeting of the Board of Directors, and may be
paid a fixed sum for attendance at each meeting of the Board of
Directors or a stated salary as director. No such payment shall
preclude any director from serving the corporation in any other
capacity and receiving compensation therefor.
SECTION 10. Presumption 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 within two days after the adjournment of the
meeting. No director who voted in favor of such action at the
meeting shall have any right to dissent from such action.
SECTION 11. Executive Committee. The Board of Directors, by
resolution adopted by a majority of the entire board, may
designate one or more directors to constitute an Executive
Committee, which committee shall have and exercise all of the
authority of the Board of Directors in the management of the
corporation, subject only to such limitations as may be provided
by the Board of Directors or by Section 1027C of the Oklahoma
General Corporation Act.
SECTION 12. Action Without Meeting. Any action which might
be taken at a meeting of the Board of Directors or of the
Executive Committee may be taken without a meeting if a record or
memorandum thereof be made in writing and signed by all of the
members of the Board of Directors or the Executive Committee, as
the case may be, and such record or memorandum is filed with and
made a part of the permanent records of the corporation.
ARTICLE IV. OFFICERS
SECTION 1. Number. The officers of the corporation shall
be a President, a Vice-President, a Secretary, and such addi
tional Vice-Presidents, other officers, assistant officers and
agents as the Board of Directors may designate, deeming the same
necessary for the transactions of the business of the corporation
designate another person to so preside. He may sign, with the
Secretary or any other proper officer of the corporation there
unto authorized by the Board of Directors, certificates for
shares of the corporation, any deeds, mortgages, bonds, con
tracts, 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 By-Laws to some other officer or agent of
the corporation, or shall be required 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 2. 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 be more than
one Vice-President, this Section shall apply to such
Vice-Presidents in the same order in which they appear in the
list of officers last elected by the Board of Directors, unless
the Board of Directors shall otherwise specifically provide by
resolution.
SECTION 3. Secretary. The Secretary shall (a) keep the
minutes of the shareholders' and of the Board of Directors
'meetings in one or more books provided for that purpose; (b) see
that all notices are duly given in accordance with the provisions
of these By-Laws 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) have general charge of the stock transfer
books of the corporation; and (f) in general perform all duties
incident to the office of 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 4. 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. 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
depositaries as the Board of Directors may select.
ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER
SECTION 1. Certificates for Shares. Certificates repre
senting 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 shall bear the impression of the Corporate Seal provided for
in Article IX of these By-Laws; provided, however, that in the
event the Board of Directors has appointed a Transfer Agent or
Registrar, or both, for its shares, the certificates for shares
shall bear the name of such Transfer Agent or Registrar, or both,
and bear the manual signature of an authorized person of such
Transfer Agent or Registrar, or both of them, prior to issuance
and the delivery, then and in that event, the signatures and
impression of the Corporate Seal referred to herein above may be
placed upon such certificates by facsimile. All certificates for
shares shall be consecutively numbered or otherwise identified
and each certificate shall bear the name or names of the regis
tered owner or owners thereof and the number of shares
represented thereby. The certificate number, the date of its
issue, the number of shares represented thereby and the name and
address of the person or persons to whom the shares were issued,
shall be entered on the share ledger of the corporation. All
certificates surrendered to the corporation or its authorized
agent for transfer shall be cancelled and no new certificate
shall be issued until the former certificate for a like number of
shares shall have been surrendered and cancelled, except that in
the case of a lost, destroyed or mutilated certificate, a new
certificate may be issued therefor upon such terms and indemnity
to the corporation and its agents or 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 thereunder 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.
ARTICLE VII. FISCAL YEAR
The fiscal year of the corporation shall begin on the first
day of January and end the last day of December in each year.
ARTICLE VIII. 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 such terms and conditions as may be provided
by law.
ARTICLE IX. 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 X. AMENDMENTS
The Board of Directors shall have the power to adopt, alter
or repeal these By-Laws subject to the power of the shareholders
to alter or repeal such By-Laws. These By-Laws may be altered,
amended or repealed and new By-Laws may be adopted by a vote of
the shareholders representing a majority of all shares entitled
to vote, at any annual or special shareholders' meeting when the
proposed amendment has been set out in the notice of such
meeting.
by:/s/ Thomas J. Kenan
Thomas J. Kenan, President
Law Office of
Shawn F. Hackman, a P.C.
3360 West Sahara Avenue, Suite 200
Las Vegas, Nevada 89102
November 4, 1999
U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: WORLD WIDE ENERGY INCORPORATED - Form 10-SB
Dear Sir/Madam:
We have acted as counsel to WORLD WIDE ENERGY INCORPORATED, a Oklahoma
corporation ("Company"), in connection with its Registration
Statement on Form 10-SB.
In our representation we have examined such documents,
corporate records, and other instruments as we have deemed
necessary or appropriate for purposes of this opinion, including,
but not limited to, the Articles of Incorporation and Bylaws of
the Company.
Based upon the foregoing, it is our opinion that the Company
is duly organized and validly existing as a corporation under the
laws of the State of Oklahoma, and that the Shares, when issued and
sold, will be validly issued, fully paid, and non-assessable.
We hereby consent to the use of this opinion as an exhibit
to the Registration Statement.
Sincerely,
/s/ Shawn F. Hackman
Shawn F. Hackman, Esq.
AGREEMENT AND PLAN OF REORGANIZATION
This Agreement and Plan of Reorganization ("the
Agreement"), dated as of August 25, 1998 by and among C/Grip:
Inc., an Oklahoma corporation ("C/GRIP"); Green. River Coal,
Inc., a. Nevada Corporation ("Green River"); and the shareholders
of Green River ("Shareholders"), who execute this Agreement and
the Purchase Agreement set forth as Exhibit A of this Agreement,
with reference to the following:
A. C/GRIP is an Oklahoma corporation organized on April
7, 1987. C/GRIP has authorized common stock of 40 million shares,
$0.001 par value, of which 1,841,583 shares are outstanding, and
10 million shares of preferred stock, $0.001 par value, of which
no shares are outstanding.
B. Green River is a Nevada Corporation organized on
October 22, 1990. Green River has authorized common stock of
100,000 shares, no par value, of which 100,000 shares are
outstanding.
C. The respective Boards of Directors of' C/GRIP and Green
River have deemed. it advisable and in the best interests of
C/GRJP and Green River that Green River be acquired by C/GRIP
pursuant to the terms and conditions set forth in this Agreement.
D. C/GRIP and Green River propose to enter into this
Agreement which provides, among other things, that 100% of the
outstanding shares of Green River be acquired by C/GRIP, in
exchange for shares of C/GRIP and such additional items, all as
more fully described in the Agreement.
E. The parties desire the transaction to qualify as a
tax-free reorganization under Section 368 (a)(1)(13) of the
Internal Revenue Code of 1986, as amended,
NOW, THEREFORE, the parties hereto agree as follows:
ARTICLE I
THE ACQUISITION
1.01 At the Closing, a total of 100,000 common shares, which
represents 100% of the outstanding shares of Green River, shall
be acquired by C/GRIP in exchange for 1.3,21.6,448 investment
shares of C/GRIP, which shall be issued to Green River
shareholders as set forth on the signature page of this
Agreement.
1.02 At the Closing, the Green River shareholders will
deliver certificates for the outstanding shares of Green River,
duly endorsed so as to make C/GRIP the sole holder thereof, free
and clear of all claims and encumbrances and C/GRIP shall deliver
a transmittal letter directed to the transfer agent of C/GRIP
directing tile issuance of shares to the shareholders of Green
River as set forth on the signature page of this Agreement,
1.03Following the reorganization, there will be a total of
15,058,031 shares of common stock, $0,001 par value, issued and
outstanding in C/GRIP,
ARTICLE 2
THE CLOSING
2.01The consummation of the transactions contemplated by
this Agreement (the "Closing") shall take place in the offices of
Fuller Tubb Pomeroy Kirschner Bickford & Stokes, 100 N. Broadway,
Suite 3300, Oklahoma City, Oklahoma 73102 at 11:00 a.m., on
September 15, 1998 or at such other place or date and time as may
be agreed to in writing by the parties hereto.
ARTICLE 3
REPRESENTATION AND WARRANTIES OF C/GRIP
C/GRIP mid its officers and directors hereby represent and
warrant to Green River as follows:
3.01C/GRIP shall deliver to Green River, on or before
Closing, each of the following:
(a) Financial Statement Audited financial statements
of C/GRIP including, but not limited to, balance sheets and
profit and loss statements as of July 31, 1998. (Schedule A).
(b) Property. An accurate list and description of all
property, real or personal, owned by C/G1UP of a value equal to
or greater than $10,000. (Schedule B),
(c) Liens and Liabilities. A complete and accurate
list of all material liens, encumbrances, easements, security
interests or similar interests in or on any of the assets listed
oil Schedule A. (Schedule C), A complete and accurate list of all
debts, liabilities and obligations of C/GRIP incurred or owing as
of the date of this Agreement. (Schedule C. 1).
(d) Leases and Contracts A complete and accurate list
describing all material terms of each lease (whether of real or
personal property) and each contract, promissory note, mortgage,
license, franchise, or other written agreement to which C/GRIP is
a party which involves or can reasonably be expected to involve
aggregate future payments or receipts by C/GRIP (whether by the
terms of such lease, contract, promissory note, license,
franchise or other written agreement or as a result of a
guarantee of the payment of or indemnity against the failure to
pay same) of $1,000.00 or more annually during the twelve-month
period ended July 31, 1998, or any consecutive twelve-month
period thereafter, except any of said instruments which terminate
Or are cancelable without penalty during such twelve-month
period. (Schedule D).
(e) Loan Agreements. Complete and accurate Copies Of
all loan agreements and other documents with, respect to
obligations of C/GRIP for the repayment of borrowed money.
(Schedule E).
(f) Consents Required.. A complete list of all
agreements wherein consent to the transaction herein contemplated
is required to avoid a default hereunder; or where notice of such
transaction is required at or subsequent to closing, or where
consent to an acquisition., consolidation, or sale of all or
substantially all of the assets is required to avoid a default
thereunder. (Schedule F).
(g) Articles and Bylaws. Complete and accurate copies
of the Certificate and Articles of Incorporation and Bylaws of
C/GRIP together with all amendments thereto to the date hereof.
(Schedule G).
(h) Shareholders. A complete list of all persons or
entities holding capital stock of C/GRIP or any rights to
subscribe for, acquire, or receive shares of the capital stock
of C/GRIP (whether warrants, calls, options, or conversion
rights), including copies of all stock option plans whether
qualified or non qualified, and other similar agreements.
(Schedule H).
(i). Officers and Directors. A complete and current
list of all officers and Directors of C/GRIP. (Schedule 1).
(j). Salary Schedule. A complete and accurate list
(in all material respects) of the names and the current salary
rate for each present employee of C/GRIP who received $10,000 or
more in aggregate compensation from C/GRIP whether in salary,
bonus or otherwise, during the year 1997, or who is presently
scheduled to receive from C/GRIP a salary in excess of $10,000
during the year December 31, 1998, including in each case the
amount of compensation received or scheduled to be received, and
a schedule of the hourly rates of all other employees listed
according to departments. (Schedule 3).
(k) Litigation. A complete and accurate list (in all
material respects) of all material civil, criminal,
administrative, arbitration or other such proceedings or
investigations (including without limitations unfair labor
practice matters, labor organization activities, environmental
matters and civil rights violations) pending or, to the knowledge
of C/GRIP threatened, which may materially and adversely affect
C/GRIP. (Schedule K).
(1) Tax Returns. Accurate copies of all Federal and
State tax returns for C/GRIP for the last fiscal year. (Schedule
1").
(m) Agency Reports. Copies of all material reports or
filings (and a list of the categories of reports or filings made
on a regular basis) made by C/GRIP under ERISA, EEOC, FDA and all
other governmental agencies (federal, state or local) during the
last fiscal year. (Schedule M).
(n) Ranks. A true and complete list (in all material
respects), as of the date of this Agreement, showing (1) the name
of each bank in which C/GRIP has an account or safe deposit box,
and (2.) the names and addresses of all signatories. (Schedule
N).
(o) Jurisdiction Where Qualified. A. list of all
jurisdictions wherein C/GRIP is qualified to do business and is
in good standing. (Schedule 0).
(p) Subsidiaries. A complete list of all subsidiaries
of C/GRIP, (Schedule P). The term "Subsidiary" or "Subsidiaries"
shall include corporations, unincorporated associations,
partnerships, joint ventures, or similar entities in which C/GRIP
has an interest, direct. or indirect.
(q) Union Matters. An accurate list and description
(in all material respects) of all, union contracts and collective
bargaining agreements of C/GRIP, if any. (Schedule Q).
(r) Employee and Consultant Contract. A complete and
accurate list of all employee and consultant contracts which
C/GRIP may have, other than those listed in the schedule on Union
Matters. (Schedule R).
(s) Employee Benefit Plans. Complete and accurate
copies of all salary, stock option, bonus, incentive
compensation, deferred compensation, profit sharing, retirement,
pension, group insurance, disability, death benefit or other
benefit plans, trust agreements or arrangements of C/GRIP in
effect on the date hereof or to become effective after the date
thereof, together with Copies of any determination letters issued
by the Internal Revenue Service with respect thereto, (Schedule
S).
3.02 Organization, Standing and Power. C/GRIP is a
corporation duly organized, validly existing and in good standing
under the laws of the State of Oklahoma with all requisite
corporate power to own or lease its properties and carry on its
businesses as are now being conducted.
3.03 Qualification. C/GRIP is not qualified and is not
licensed as a foreign corporation.
3.04 Capitalization of C/GRIP. The authorized capital stock
of' C/GRJP consists of 40 million shares of Common Stock, $0.001
par value, of which the, only shares issued and outstanding are
1,841,583 issued to shareholders listed on Schedule H as of the
date thereof, which shares were duly authorized, validly issued
and fully paid and, non assessable. There are no preferred shares
currently outstanding. There are no preemptive rights with
respect to the C/GRIP stock.
3.05 Authority. The execution and delivery of this
Agreement and consummation of the transactions contemplated
herein have been duly authorized by all necessary corporate
action, including but not limited to duly and validly authorized
action and approval by the Board of Directors, on the part of
C/GRI.P. This Agreement constitutes the valid and binding
obligation of C/Cj]RJP enforceable against it in accordance with
its terms, subject to the principles of equity applicable to the
availability of the remedy of specific performance. This
Agreement has been duly executed by C/GRIP and the execution and
transactions contemplated by this Agreement shall not result in
any breach of any terms or provisions of C/GRIP's Certificate and
Articles of Incorporation or Bylaws or of any other agreement,
court order or instrument to which C/GRIP is a party or bound by.
3.06 Absence of Undisclosed Liabilities. C/GRIP has no
material liabilities of any nature, whether fixed, absolute,
contingent or accrued, which were not reflected on the financial
statements set forth in Schedule A nor otherwise disclosed in
this Agreement or any of the Schedules or Exhibits attached
hereto.
3.07 Absence of Changes. Since July 31, 1998, there has not
been any material adverse change in the condition (financial or
otherwise), assets, liabilities, earnings or business of C/GRIP,
except for changes resulting from completion of those
transactions described in. Section. 5.01.
3.08 Tax Matters. All taxes and other assessments and
levies which C/GRIP is required by law to withhold or to collect
have been duly withheld and collected, and have been paid over to
the proper government authorities or are held by C/GRIP in
separate bank accounts for such payment or are represented by
depository receipts, and all such withholdings and collections
and all other payments due in connection therewith (including,
without. limitation, employment taxes, both the employees' and
employees share) have been paid over to the government or placed
in a separate and segregated bank account for such purpose. There
are no known deficiencies in income taxes for any periods and
further, the representations and warranties as to the absence of
undisclosed liabilities contained in Section 3,06 includes any
and all tax liabilities of whatsoever kind or nature (including,
without limitation, all federal, state, local and foreign income,
profit, franchise, sales, use and property taxes) due or to
become due, incurred in respect of' or measured by C/GRIP income
or business prior to the Closing Date.
3.09 Options, Warrants, ect. Except as otherwise described
in Schedule H, there are no outstanding options, warrants, calls,
commitments or agreements of any character to which C/GRIP or its
shareholders are a party or by which C/GRIP or its shareholders
are bound, or are a party, calling for the issuance of shares of
capital stock of C/GRIP or any securities representing the right
to purchase or otherwise receive any such. capital. stock of
C/GRIP.
3.10 Title to Assets. Except for liens set forth in
Schedule C, C/GRIP is the sole and unconditional owner of, with
good and marketable title to, all the assets listed in the
schedules as owned by them and all other property and assets are
free and clear of all mortgages, liens, pledges, charges or
encumbrances of any nature whatsoever; provided, however, that
C/GRIP has authorized the distribution to its shareholders of
record as of September 1.5, 1998 of the 1,841,583 shares of
common stock of Advanced Concept Technologies, Inc. listed on
Schedule P.
3.11 Agreements in Force and Effect. Except as set forth in
Schedules D and E, all material contracts, agreements., plans,
promissory notes, mortgages, leases, policies, licenses, valid
and in full force and effect on the date hereof, and C/GRIP has
not breached any material provision of, and is not in default in
any material respect under the terms of, any such contract,
agreement, plan, promissory note, mortgage, lease, policy,
license, franchise or similar instrument which breach or default
would have a material adverse effect upon the business.,
operations or financial condition of C/GRIP.
3.12 Legal Proceedings, Ect. Except as set forth in
Schedule K, there are no civil, criminal, administrative,
arbitration or other such proceedings or investigations pending
or, to the knowledge of either C/GRIP or the shareholders
thereof, threatened, in which., individually or in the aggregate,
an adverse determination would materially and adversely affect
the assets, properties, business or income of C/GRIP, C/GRIP has
substantially complied with, and is not in default in any
material respect under, any laws, ordinances, requirements,
regulations or orders applicable to its businesses.
3.13Governmental Regulation. To the knowledge of c/GRIP
and except as set forth in Schedule K, C/GRIP is not in violation
of or in default with respect to any applicable law or ally
applicable rule, regulation, order, writ or decree of any court
or any governmental commission, board, bureau, agency or
instrumentality, or delinquent with respect to any report
required to be filed with any governmental commission, board,
bureau, agency or instrumentality which violation or default
could have a material adverse effect upon the business,
operations or financial condition of C/GRIP.
3.14Brokers and Finders. C/GRIP shall be solely
responsible for payment to any broker or finder retained by
C/GRIP for any brokerage fees, commissions or finders' fees in
connection with the transactions contemplated herein.
3.15 Accuracy of Information. 'No representation or warranty by
C/GRIP contained in this Agreement and no statement contained in
any certificate or other instrument delivered or to be delivered
to Green River pursuant hereto or in connection with the
transactions contemplated hereby (including without limitation
all Schedules and exhibits hereto) contains or will contain any
untrue statement of material fact or omits or will omit to state
any material fact necessary in order to make the statements
contained herein or therein not misleading.
3.16 Subsidiaries. C/GRIP does not have any other subsidiaries
or own capital stock representing ten percent (10%) or more of
the issued and outstanding stock of any other corporation.
3.17 Consents. Except as listed in Schedule F, no consent or
approval of, or registration, qualification or filing with, any
governmental authority or other person is required to be obtained
or accomplished by C/GRIP or any shareholder thereof in
connection with the consummation of the transactions contemplated
hereby.
3.18Improper Payments. Neither C/GRIP, nor any person
acting on behalf of C/GRIP has made any payment or otherwise
transmitted anything of value, directly or indirectly, to (a) any
official or any government or agency or political subdivision
thereof for the purpose of influencing any decision affecting the
business of C/GRIP (b) any customer, supplier of competitor of
C/GRIP or employee of such customer, supplier or competitor, for
the purpose of obtaining, retaining C/GRIP's existing business
for C/GRIP or (c) any political party or any candidate for
elective political office nor has any fund or other asset of
C/GRIP been maintained that -was not fully and accurately
recorded on the books of account of C/GRIP,
3.19Copies of Documents. C/GRIP has made available for
inspection and copying by Green. River and its duly authorized
representatives, and will continue to do so at. all times, true
and correct copies of all documents which it has filed with the
Securities and Exchange Commission and all other governmental
agencies which are material to the terms and conditions contained
in. this Agreement. Furthermore, all filings by C/GRIP with the
Securities and Exchange Commission, and all other governmental
agencies, including but not limited to the Internal Revenue
Service, have contained information which is true and correct, to
the best knowledge of the Board of Directors of C/GRIP, in all
material respects and did not contain any untrue statement of any
material fact or omit to state any material fact necessary to
make the statements made therein not misleading or which could
have any material adverse effect upon the financial condition or
operations of C/GRIP or adversely effect the objectives of this
Agreement with respect to Green River including, but not limited
to, the issuance and subsequent trading of the shares of common
stock of C/GRIP to be received hereby, subject to compliance by
the shareholders of Green River with applicable law. C/GYRIP has
filed with the Securities and Exchange Commission and each state
securities regulator, or a timely basis, all statements,
applications, reports and filings required under the Securities
Act of '1933 and the Exchange Act of 1934, as amended.
ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF
GREEN RIVER COAL,INC.,
Green River and its president hereby represent and warrant
to C/GRIP as follows:
4.01 Green River shall deliver to C/GRIP, on or before
Closing, the following:
(a) Financial Statements. Audited financial statements
of Green River as of May 1., 1.998. (Schedule AA).
(b) Property. An accurate list and description of all
property, real or personal., owned by Green River of a value
equal to or greater than $1,000.00. (Schedule BB).
(c) Liens and Liabilities. A complete and accurate
list of all material liens, encumbrances, easements, security
interests or similar interests in or on any of the assets listed
on Schedule AA. (Schedule CC). A complete and accurate list of
all debts, liabilities and obligations of Green. River incurred
or owing as of the date of this Agreement. (Schedule CC. 1).
(d) Leases and Contracts. A complete and accurate
list describing all material terms of each lease (whether of real
or personal property) and each contract, promissory note,
mortgage, license, franchise, or other written agreement to which
Green River is a party which involves or can reasonably be
expected to involve aggregate future payments or receipts by
Green. River (whether by the terms of such lease, contract,
promissory note, license, franchise or other written agreement or
as a result of a guarantee of the payment of or indemnity against
the failure to pay same) of $1,000,00 or more annually during the
twelve-month period ended December 31, 1997, or any consecutive
twelve-month period thereafter, except any of said instruments
which terminate or are cancelable without penalty during such
twelve-month period. (Schedule DD).
(e) Loan Agreements. Complete and accurate copies of
all loan agreements and other documents with respect to
obligations of Green River for the repayment of borrowed money.
(Schedule EE).
(f) Consents Required A complete list of all
agreements wherein consent to the transaction herein contemplated
is required to avoid a default hereunder; or where notice of such
transaction is required at or subsequent to closing, or where
consent to an acquisition, consolidation, or sale of all or
substantially all of the assets is required to avoid a default
thereunder. (Schedule FF).
(g) Articles and Bylaws. Complete and accurate copies
of the Certificate and Articles of Incorporation and Bylaws of
Green River together with all amendments thereto to the date
hereof (Schedule GG).
(h) Shareholders. A complete list of all. persons or
entities holding capital stock of Green River or any rights to
subscribe for, acquire, Or receive shares of the capital stock of
Green River (whether warrants, calls, options, or conversion
rights), including copies of all stock option plans whether
qualified or non qualified, and other similar agreements.
(Schedule HH).
(i). Officers and Directors. A complete and current
list of all officers and Directors of Green River, (Schedule 11).
(j) Salary Schedule A complete and accurate list (in
all material respects) of the names and the current salary rate
for each present employee of Green River who received $10,000 or
more in aggregate compensation from Green River whether in
salary, bonus or otherwise, during the year 1997, or who is
presently scheduled to receive from Green River a salary in
excess of $10,000 during the year ending December 31, 1998,
including in each case the amount of compensation received or
scheduled to be received, and a schedule of the hourly rates of
all other employees listed according to departments. (Schedule
JJ).
(k) Litigation. A complete and accurate list (in all
material respects) of all material civil, criminal,
administrative, arbitration or other such proceedings or
investigations (including without limitations unfair labor
practice matters, labor organization activities, environmental
matters and civil rights violations) pending or, to the knowledge
of Green River threatened, which may materially and adversely
affect Green River. (Schedule KK).
(1) Tax Returns. Accurate copies of all Federal and
State tax returns for Green River, if any. (Schedule LL).
(m) Agency Reports. Copies of all material reports or
filings (and a list of the categories of reports or filings made
on a regular basis) made by Green River under ERISA, EEOC, FDA
and all other governmental agencies (federal, state or
local).(Schedule MM).
(n) Banks. A true and complete list (in all material
respects), as of the (late of this Agreement, showing (1) the
name of each bank in which Green River has an account or safe
deposit box, and (2) the names and addresses of all signatories.
(Schedule NN).
(o) Jurisdictions where qualified. A list of all
jurisdictions wherein Green River is qualified to do business
and is in good standing. (Schedule 00).
(p) Subsidiaries. A complete list of all subsidiaries
of Green River (Schedule PP). The term "Subsidiary" or
"Subsidiaries" shall include corporations, unincorporated
associations, partnerships, joint ventures, or similar entities
in which Green River has an interest, direct or indirect.
(q) Union Matters. An accurate list and description
(in all material respects) of all union contracts and collective
bargaining agreements of Green River, if any. (Schedule QQ).
(r) Employee and Consultant Contracts. A complete and
accurate list of all employee and consultant contracts which
Green River may have, other than those listed in the schedule on
Union Matters. (Schedule RR).
(s) Employee Benefit Plans. Complete and accurate
copies of all salary, stock option, bonus, incentive
compensation, deferred compensation, profit sharing, retirement,
pension, group insurance, disability, death benefit or other
benefit plans, trust agreements or arrangements of Green River in
effect on the date hereof or to become effective after the date
thereof, together with copies of any determination letters issued
by the internal Revenue Service with respect thereto. (Schedule
SS).
(t) Insurance Policies. A complete and accurate list
(in all material respects) and description of all material
insurance policies naming Green River as an insured or
beneficiary or as a loss payable payee or for which Green River
has paid all. or part. of the premium in force on the date
hereof, specifying any notice or other information possessed by
Green River regarding possible claims thereunder, cancellation
thereof or premium increases thereon, including any policies now
in effect naming Green, River as beneficiary covering the
business activities. Of Green River. (Schedule TT),
(u) Licenses and Permits. A complete list of all
licenses, permits and other authorizations of Green River.
(Schedule VV)
4.02 Organization, Standing and Power. Green River is a
corporation duly organized, validly existing and in good standing
under the laws of the State of Nevada with all requisite
corporate power to own or lease its properties and. carry on its
businesses as is now being conducted.
4.03 Qualification Green River is qualified and is licensed
as a foreign corporation in the State of Utah.
4.04 Capitalization of Green River. The authorized
capital stock of Green River consists of 1.00,000 shares of
Common Stock, no par value, which shares are issued to
shareholders listed on Schedule 111-1, which shares were duly
authorized, validly issued and fully paid and non assessable.
There are no preemptive rights with respect to the Green. River
stock.
4.05 Authority. The execution and delivery of the Agreement
and consummation of the transactions contemplated herein have
been duly authorized by all necessary corporate action, including
but not limited to duly and validly authorized action and
approval by the board of Directors, on the part of Green River.
This Agreement constitutes the valid and binding obligations of
Green River enforceable against it in availability of the remedy
of specific performance. This Agreement has been duly executed
by Green River and the execution and transactions contemplated by
this Agreement shall not result in any breach of any terms or
provisions of Green River's Certificate and Articles of
Incorporation or Bylaws or of any other agreement, court order or
instrument to which Green River is a party or bound by.
4.06 Absence of Undisclosed Liabilities. Green River has no
material liabilities of any nature, whether fixed, absolute,
contingent or accrued, which not reflected on the financial
statements set forth in Schedule AA nor otherwise disclosed in
this Agreement or any of the Schedules or Exhibits attached
hereto.
4.07 Absence of Changes. Since May 1, 1998, there has not
been any material adverse change in the condition (financial or
other wise), assets, liabilities, earnings or business of Green
River, except for changes resulting from completion of those
transactions described in Section 5.01.
4.08 Tax Matters. All taxes and other assessments and
levies which Green River is required by taw to withhold or to
collect have been duly withheld and collected, and have been paid
over to the proper government authorities or are held by Green
River in. separate bank accounts for such payment or are
represented by depository receipts, and all such withholdings and
collections and all other payments due in connection therewith
(including, without limitation, employment taxes, both the
employees, and employees share) have been paid over to the
government or placed in a separate and segregated bank account
for such purpose, There are no known deficiencies in. income
taxes for any periods and further, the representations and
warranties as to the absence of undisclosed liabilities contained
in Section 4.06 includes any and all tax liabilities of
whatsoever kind or nature (including, without limitation, all
federal, state, local and foreign income, profit, franchise,
sales, use and property taxes) due or to become due, incurred in
respect of or measured by Green River income or business prior to
the Closing Date.
4.09 Options, Warrants, ect. Except as otherwise described
in Schedule HH, there are no outstanding options, warrants,
calls, commitments or agreements of any character to which Green.
River or its shareholders are a party or by which Green River or
its shareholders are bound, or are a party, calling for the
issuance of shares of capital stock of Green River or any
securities representing the right to purchase or otherwise
receive any such capital stock of Green River.
4.10 Title to Assets. Except for liens set forth in
Schedule CC, Green River is the sole and unconditional owner of',
with good and marketable title to, all the assets listed in the
schedules as owned by them and all other Property and assets are
free and clear of all mortgages, liens, pledges, charges or
encumbrances of any nature whatsoever.
4.11 Agreements in Force and Effect. Except as set forth in
Schedules DD and EE, all material contracts, agreements, plans,
Promissory notes, mortgages, leases, policies, licenses,
franchises or similar instruments to which Green River is a party
are valid and. in full force and effect on the date hereof, and
Green River has not breached any material provision of, and. is
not in default in any material respect under the terms of, any
such. contract, agreement, plan, promissory note, mortgage,
lease, policy, license franchise or similar instrument which
breach or default would have a material adverse effect upon the
business operations or financial condition of Green River.
4.12 Legal Proceedings,
Etc. Except as set forth in Schedule KK, there are no civil,
criminal, administrative, arbitration or other such proceedings
or investigations pending or, to the knowledge of either Green
River or the shareholders thereof, threatened, in which,
individually or in the aggregate, an adverse determination would
materially and adversely affect the Green River, properties,
business or income of Green River. Green River has substantially
complied with, and is not in default in any material respect
under, any laws, ordinances, requirements, regulations or orders
applicable to its businesses.
4.13 Governmental Regulations. To the knowledge of Green
River and except as set forth in Schedule KK, Green River is not
in violation of or in default with respect to any applicable law
or any applicable rule, regulation, order, writ or decree of any
court or any governmental commission, board, bureau, agency or
instrumentality, or delinquent with respect to any report
required to be filed with any governmental commission, board,
bureau, agency or instrumentality which violation or default
could have a material adverse effect upon the business,
operations or financial condition of Green River.
4.14 Brokers and Finders. Green River shall be solely
responsible for payment to any broker or finder retained by
Green. River for any brokerage fees, commissions or finders' fees
in connection with the transactions contemplated herein.
4.15 Accuracy of information. No representation or warranty
by Green River contained in this Agreement and no statement
contained in any certificate or other instrument delivered or to
be delivered to C/GRIP pursuant hereto or in connection with the
transactions contemplated hereby (including without limitation
all Schedules and exhibits hereto) contains or will contain any
untrue statement of material fact or omits or will omit to state
any material fact necessary in order to make the statements
contained herein or therein not misleading, Green River and its
officers and directors make no representation or warranty as to
the quantity or quality or value of the coal contained in the
leases held by Green River and is relying exclusively on the
reports of Mr. Guy Wiggs and others, which. have been furnished
to CIGRIP.
4.16 Subsidiaries. Except as listed in Schedule PP, Green
River does not have any other subsidiaries or own capital stock
representing ten percent (10%) or more of the issued and
outstanding stock of any other corporation.
4.17Consents. Except as listed in Schedule FF, no consent
or approval of, or registration, qualification or filing with,
any governmental authority or other person is required to be
obtained or accomplished by Green River or any shareholder
thereof in. connection with the consummation of the transactions
contemplated hereby.
4.18 Improper Payments. No person acting on behalf of Green
River has made any payment or otherwise transmitted anything of
value, directly or indirectly, to (a) any official or any
government or agency or political subdivision thereof for the
purpose of influencing any decision affecting the business of
Green River (b) any customer, supplier of competitor of Green
River, or employee of such customer, supplier or competitor, for
the purposes of obtaining or retaining business for Green River,
or (c) any political party or any candidate for elective
political office nor has any fund or other asset of Green River
been 1-naintained that was not fully and accurately recorded on
the books of account of Green River.
4.19 Copies of Documents. Green River has made available
for inspection and copying by C/GRIP and its duly authorized
representatives, and will continue to do so at all. times, true
and correct copies of all documents which it has filed with
governmental agencies which are material to the terms and
conditions contained in this Agreement. Furthermore, all filings
by Green River with governmental agencies, including but not
limited to the Internal Revenue Service, have contained
information which is true and correct in all material respects
and did not contain any untrue statement of a material fact or
omit to state any material fact necessary to make the statements
made therein not misleading or which could have any material
adverse effect upon the financial condition or operations of
Green River or adversely effect the objectives of this Agreement.
4.20 Investment Intent of Shareholders. Each shareholder of
Green River represents and warrants to C/GRlP that the shares of
C/GRIP being acquired pursuant to this Agreement are being
acquired for his or her own account and for investment and not
with a view to the public resale or distribution of such shares
and further, acknowledges that the shares being issued have not
been registered under the Securities Act and are "restricted
securities" as that term is defined in Rule 144 promulgated under
the Securities Act and must be held indefinitely unless they are
subsequently registered under the Securities Act or an exemption
from such registration is available.
ARTICLE 5
CONDUCT AND TRANSACTIONS PRIOR TO THE
EFFECTIVE TIME OF THE ACQUISITION
5.01 Conduct and Transaction of C/Grip. During the period
from the date hereof to the date of Closing, C/GRIP shall:
(a) Conduct its operations in the ordinary course of
business, including but not limited to, paying all obligations as
they mature, complying with all applicable tax laws, filing all
tax returns required to be filed and paying all taxes due;
(b) Maintain its records and books of account in a
manner that fairly and correctly reflect its income, expenses,
assets and liabilities.
C/GRIP shall not during such period, except in the ordinary
course of business, without the prior written consent of Green
River:
(a) Sell, dispose of or encumber any of its properties
or assets except for payment of brokers or finders fees;
(b) Declare or pay any dividends on shares of its
capital stock or make any other distribution of assets to the
holders thereof other than the distribution to its shareholders
of record as of September 15, 1998 of the 1,841,583 shares of
common stock of Advanced Concept Technologies, Inc. as described
in schedule P;
(c) Issue, reissue or sell, or issue options or rights
to subscribe to, or enter into any contract or commitment to
issue, reissue or sell, any shares of its capital stock or
acquire or agree to acquire any shares of its capital stock;
(d) Except as otherwise contemplated and required by
this Agreement, amend its Articles of Incorporation or merge or
consolidate with or into any other corporation or sell all or
substantially all of its assets or change in any manner the
rights of its capital stock or other securities;
(e) Pay or incur any obligation or liability, direct
or contingent, of more than $ 1,000;
(f) Incur any indebtedness for borrowed money, assume,
guarantee, endorse or otherwise become responsible for
obligations of any other party, or make loans or advances to any
other party;
(g) Make any material change in its insurance
coverage;
(h) Increase in any manner the compensation, direct or
indirect, of any of its officers or executive employees; except
in accordance with existing employment contracts;
(i) Enter into any agreement or make any commitment to
any labor union or organization.;
(j) Make any capital expenditures,
5.02 Conduct and Transactions of Green River. During the
period from the date hereof to the date of' Closing, Green River
shall:
(a.) Obtain an investment letter from each shareholder
of Green River in a form substantially as that attached hereto as
Exhibit A.
(b) Conduct the operations of Green River in the
ordinary course of business.
Green River shall not during such period, except in the
ordinary course of business, without the prior written consent
of C/GRIP:
(a) Sell, dispose of or encumber any of the properties
or assets of Green River;
(b) Declare or pay any dividends on shares of its
capital stock or make any other distribution of assets to the
holders thereof,
(c) Issue, reissued or sell, or issue options or
rights to subscribe to, or enter into any contract or commitment
to issue, reissue or sell, any shares of its capital stock or
acquire or agree to acquire any shares of its capital stock:
(d) Except as otherwise contemplated and required by
this Agreement, amend its Articles of Incorporation or merge or
consolidate with or into any other corporation or sell all or
substantially all of its assets or change in any manner the
rights of its capital stock or other securities;
(e) Pay or incur any obligation or liability, direct
or contingent other on its financial statements provided hereto;
(f) Incur any indebtedness for borrowed money, assume,
guarantee, endorse or otherwise become responsible for
obligations of any other party, or make loans or advances to any
other party;
(g) Make any material change in its insurance
coverage;
(h) Increase in any manner the compensation, direct or
indirect, of any of its officers or executive employees, except
in accordance with existing employment contracts;
(i) Enter into any agreement or make any commitment to
any labor union or organization;
(j) Make any material capital expenditures.
(k) Allow any of the foregoing actions to be taken by
any subsidiary of Green River,
ARTICLE 6
RIGHTS OF INSPECTION
6.01 During the period from the date of this Agreement to
the date of Closing of the acquisition, C/GRIP and Green River
agree to use their best efforts to give the other party,
including its representatives and agents, full access to the
premises, books and records of each of the entities, and to
furnish the other with such financial and operating data and
other information including, but not limited to, copies of all
legal documents and instruments referred to on any schedule or
exhibit hereto, with respect to the business and properties of
C/GRIP or Green River, as the case may be, as the other shall
from time to time request; provided, however, if there are any
such investigations: (1) they shall be conducted in. such manner
as not to unreasonably interfere with the operation of the
business of the other parties and (2) such right of inspection
shall not affect in any way whatsoever any of the representations
or warranties given by the respective parties hereunder. In the
event of termination of this Agreement, C/GRIP and Green River
will each return. to the other all documents, work papers and
other materials obtained from the other party in connection with
the transactions contemplated hereby, and. will take such other
steps necessary to protect the confidentiality of such material.
ARTICLE 7
CONDITIONS TO CLOSING
7.01 Conditions to Obligations of Green River The
obligation of Green River to perform this Agreement is subject to
C/GRIP's performing its Closing obligations, unless waived in
writing by Green River,
(a) Representations and Warranties. There shall be no
information disclosed in the schedules delivered by C/GRIP which
in the opinion of Green River, expressed in writing to C/GRIP
within two weeks after delivery of the schedules, would
materially adversely affect the proposed transaction and intent
of the parties as set forth in this Agreement. The
representations and warranties of C/GRIP set forth in Article 3
hereof shall be true and correct in all material respects as of
the date of this Agreement and as of the Closing as though made
on and as of the Closing, except as otherwise permitted by this
Agreement.
(b) Performance of Obligations. C/GRIP shall have in
all material respects performed all agreements required to be
performed by it under this Agreement and shall have performed in
all material respects any actions contemplated by this Agreement
prior to or on the Closing and C/GRIP shall have complied in all
material respects with tile course of conduct required by this
Agreement.
(c) Corporate Action. There are minutes, certified
copies of corporate resolutions and/or other documentary evidence
satisfactory to counsel for Green River that C/GIZIP has
submitted this Agreement and any other documents required hereby
to such parties for approval as provided by applicable law.
(d) Consents. Execution of this Agreement by the
shareholders of Green River and any consents necessary for or
approval of any party listed on any Schedule delivered by C/GRIP
whose consent or approval is required pursuant thereto shall have
been obtained.
(e) Financial Statements. Green River shall have been
furnished audited financial statements of C/GRIP including, but
not limited to, balance sheets and profit and loss statements as
of July 1, 1998. Such financial statements shall have been
prepared in conformity with generally accepted accounting
principles on a basis consistent with those prior periods and
fairly present the financial position of C/GRIP as of July 31,
1998.
(f) Statutory Requirements. All statutory
requirements for the valid consummation by C/GRIP of the
transactions contemplated by this Agreement shall have been
fulfilled.
(g) Governmental Approval. All authorizations,
consents, approvals, permits and orders of all federal and state
governmental agencies required to be obtained by C/GRIP for
consummation of the transactions contemplated by this Agreement
shall have been obtained.
(h) Employment Agreements. Existing C/GRIP employment
agreements will have been delivered to Counsel for Green River.
(i) Changes in Financial Condition of C/Grip There
shall not have occurred any material adverse change in the
financial condition or in the operations of the business of
C/GRIP, except expenditures in furtherance of this Agreement.
(j) Absence of Pending Litigation. C/GRIP is not
engaged in or threatened with any suit,, action, or legal,
administrative or other proceedings or governmental
investigations pertaining to this Agreement or the consummation
of the transactions contemplated hereunder.
(k) Authorization for Issuance of Stock. Green River
shall have received in form and substance satisfactory to Counsel
for Green River a letter instructing and authorizing the
Registrar and Transfer Agent for the shares of common stock of
C/GRIP to issue stock certificates representing ownership of
C/CYRIP common stock to Green River in. accordance with the terms
of this Agreement and a letter from said Registrar and Transfer
Agent acknowledging receipt of the letter of instruction and
stating to the effect that the Registrar and Transfer Agent holds
adequate supplies of stock certificates necessary to comply with
the letter of instruction and the terms and conditions of this
Agreement.
7.02 Conditions to Obligations of C/Grip. The obligation of
C/GRIP to perform this Agreement is subject to the satisfaction
of the following conditions on or before the Closing unless
waived in writing by C/GRIP.
(a) Representations and Warranties. There shall be no
information disclosed in. the schedules delivered by Green River,
which in the opinion of C/GRIP, would materially adversely affect
the proposed transaction and intent of the parties as set forth
in this Agreement. The representations and warranties of Green
River set forth in Article 4 hereof shall be true and correct in.
all material respects as of the date of this Agreement and as of
the Closing as though made on and as of the Closing, except as
otherwise permitted by this Agreement.
(b) Performance and Obligations. Green River shall
have in all material respects performed all agreements required
to be performed by it under this Agreement and shall have
performed in. all material respects any actions contemplated by
this Agreement prior to or on the Closing and Green River shall
have complied in all respects with the course of conduct required
by this Agreement.
(c) Corporate Action. There has been delivered to
C/GRIP minutes, certified copies of corporate resolutions and/or
other documentary evidence satisfactory to counsel for C/GRIP
that Green River has submitted this Agreement and any other
documents required hereby to such parties for approval as
provided by applicable law.
(d) Consents. Any consents necessary for or approval
of any party listed on any Schedule delivered by Green River,
whose consent or approval is required pursuant thereto, shall
have been obtained.
(e) Financial Statements. C/GRIP shall have been
furnished with an interim unaudited financial Statement of Green
River for the period from the date of its last audited financial
statements to the day of the month preceding the Closing. Such
financial statements shall. fairly present the financial position
of Green River as of its date.
(f) Statutory Requirements. All statutory
requirements for the valid consummation by Green River of the
transactions contemplated by this Agreement shall have been
fulfilled.
(g) Governmental Approval. All authorizations,
consents, approvals, permits and orders of all federal and state
governmental agencies required to be obtained by Green River for
consummation of the transactions contemplated by this Agreement
shall have been obtained.
(h) Employment Agreement. Existing Green River
employment agreements will have been delivered to counsel for
C/GRIP.
(i) Changes in Financial Condition of Green River.
There shall not have occurred any material adverse change in the
financial condition or in the operations of the business of Green
River, except expenditures in furtherance of this Agreement.
(j) Absence of Pending Litigation. Green River is
not engaged in or threatened with any suit, action, or legal,
administrative or other proceedings or governmental
investigations pertaining to this Agreement or the consummation
of the transactions contemplated hereunder.
ARTICLE 8
MATTERS SUBSEQUENT TO CLOSING
8.01 Covenant of Further Assurance. The parties covenant
and agree that they shall, from time to time, execute and
deliver or cause to be executed and delivered all. such further
instruments Of conveyance, transfer, assignments, receipts and
other instruments, and shall take or cause to be taken such
further or other actions as the other party or parties to this
Agreement may reasonably deem necessary in order to carry out
the purposes and intent of this Agreement.
ARTICLE 9
NATURE AND SURVIVAL OF RE PRESENTATIONS
9.01 All statements contained in any written certificate,
schedule, exhibit or other written instrument delivered by
C/GR1.P or Green River pursuant hereto, or otherwise adopted by
C/GRIP, by its written approval, or by Green River by its written
approval, or in connection with the transactions contemplated
hereby, shall be deemed representations and warranties by C/GRIP
or Green River as the case may be. All representations,
warranties and agreements made by either party shall survive for
the period of the applicable statute of limitations and until the
discovery of any claim, loss, liability or other matter based on
fraud, if longer.
ARTICLE 10
TERMINATION OF AGREEMENT AND ABANDONMENT OF
REORGANIZATION
10. 1 Termination. Anything herein to the contrary
notwithstanding, this Agreement and any agreement executed as
required hereunder and the acquisition contemplated hereby may be
terminated at any time before the closing date as follows:
(a.)By mutual written consent of the Boards of
Directors of C/GRIP and Green River.
(b) By the Board of Directors of C/GRIP if any of the
conditions set forth in Section 7.02 shall not have been
satisfied.
(c) By the Board of Directors of Green River if any of
the conditions set forth in Section 7.01 shall not have been
satisfied.
10.02 Termination of Obligations and Waiver of
Conditions; Payment of Expenses. In the event this Agreement and
the acquisition are terminated and abandoned pursuant to this
Article 10 hereof, this Agreement shall become void and of no
force and effect and there shall be no liability to the part of
any of the parties hereto, or their respective directors,
officers, shareholders or controlling persons to each other..
Each party hereto will pay all costs and expenses incident to its
negotiation and preparation of this Agreement and any of the
documents evidencing the transactions contemplated hereby,
including -fees, expenses and disbursements of counsel.
ARTICLE 11
THE CLOSING
11.01 Exchanges of Shares. At the Closing, (1) C/GRIP
shall issue a letter to the transfer agent of C/GRIP with a copy
of the resolution of the Board of Directors of C/GRIP authorizing
the issuance of C/GRIP shares as set forth on the signature page
of this Agreement, and (2) Green River shall deliver to C/CRIP
stock certificates, properly endorsed and with signatures
guaranteed by a bank, assigning to C/GRIP the shares of capital
stock of Green River of each person who executes Exhibit A
attached hereto.
11.02 Restrictions on Shares Issued to Green River.
Due to the fact Green River will receive shares of C/GRIP common
stock in connection with the acquisition which have not beer)
registered under the 1933 Act by virtue of the exemption provided
in Section 4(2) of such Act, those shares of C/GRIP will contain
the following legend:
The shares represented by this
certificate have not been registered
under 1he Securities Act of 1933. The
shares have been acquired for investment
and may not be sold or offered for sale
U.-i the absence of an effective
Registration Statement for the shares
under the Securities Act of 1933 or an
Opinion Of Counsel to the Corporation
that such registration is not required.
ARTICLE 12
MISCELLANEOUS
12.01 Construction. This Agreement shall be construed
and enforced in accordance with the laws of the State of Oklahoma
excluding the conflicts of laws.
12.02 Notices. All notices necessary or appropriate
under this Agreement shall be effective when personally delivered
or deposited in the United States mail, postage prepaid,
certified or registered, return receipt requested, and addressed
to the parties last known address which addresses are currently
as follows:
If to "C/GRIP"
C/GRIP Inc.
1026 E. 66"' Place, No. 1. 17
Tulsa, Oklahoma 74136
If to "Green River"
Green River Coal, Inc.
3168 Bel Air Drive
Las Vegas Country Club
Las Vegas, NV 891,09
With copies to:
Thornas J. Kenan
Fuller Tubb Pomeroy Kirschner Bickford &
Stokes
100 N. Broadway, Suite 3300
Oklahoma City, OK 73102
12.03 Amendment and Waiver. The parties hereby may, by
mutual agreement in writing signed by each party, amend this
Agreement in any respect. Any term or provision of this Agreement
may be waived in writing at any time by the party which is
entitled to the benefits thereof, such waiver right shall
include, but not be limited to, the right of either party to:
(a) Extend the (line for the performance of any of the
obligations of the other;
(b) Waive any inaccuracies of representations by the
other contained in this Agreement or in any document delivered
pursuant hereto;
(c) Waive compliance by the other with any of the
covenants contained in this Agreement and performance of any
obligations by the other; and
(d) Waive the fulfillment of any condition that is
precedent to the performance by the other party of any of its
obligations under this Agreement. Any writing on the part of a
party relating to such amendment, extension or waiver as provided
in this Section 12.03 shall be valid it" authorized or ratified
by the Board of Directors of such party.
1.2.04 Remedies not Exclusive. No remedy conferred by
any of the specific provisions of this Agreement is intended to
be exclusive of any other remedy, and each and every remedy shall
be cumulative and shall be in addition to every other remedy
given hereunder or now or hereafter existing at law or in equity
or by statute or otherwise. the election of any one or more
remedies by C/GR1P or Green River shall not constitute a waiver
of the right to pursue other available remedies.
12.05 Counterparts. This Agreement may be executed in
one or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the
same instrument,
12.06 Benefit. This Agreement shall be binding upon,
and inure to the benefit of, the respective successors and
assigns of C/GRIP and Green River.
12.07 Entire Agreement. This Agreement and the
Schedules and Exhibits attached hereto, represent the entire
agreement of the undersigned regarding the subject matter hereof,
and supersedes all prior written. or oral understandings or
agreements between the parties.
12.08 Each Party to Bear its Own Expense. C/GRIP and
Green River shall each bear their own. respective expenses
incurred in connection with the negotiation, execution, closing,
and performance of This Agreement, including counsel fees and
accountant fees.
12.09 Captions and Section Headings. Captions and
section headings used herein are for convenience only and shall
not control or affect the meaning or construction of any
provisions of this Agreement.
Executed as of the date first written above.
Green River Coal, Inc. C/Grip: Inc.
By:/S/William W. Moon, Sr. /S/Richard Cohen
Sr. President President
Schedules to Agreement and Plan of Reorganization
Among C/Grip: Inc., Green River Coal, Inc. and
Shareholders of Green River Coal, Inc.
Dated August 10, 1998
Schedule A
Attached hereto are audited financial statements of C/Grip:
Inc. as of July 31., 1998.
Schedule B
1, 841, 583 shares of Common Stock of Advanced Concept
Technologies, Inc., an Oklahoma corporation.
Schedule C and C.1
None
Schedule D
None
Schedule E
None
Schedule G
Attached hereto are copies of the Certificate of
incorporation and all amendments thereto and the Bylaws of
C/Grip: Inc.
PURCHASE PAYMENT AGREEMENT
This PURCHASE PAYMENT AGREEMENT '(this "Agreement") is
entered into this day of September 8th, 1999, by and between
Worldwide Energy, Inc. a Oklahoma Corporation with its principal
offices located at 3169 Bet Air Dr., Las Vegas Country Club, Las
Vegas, Nevada 89109("Seller") and World-Link Capital LLG a Nevada
Limited Liability Company, with its principal offices located at
3240 Cameron St, Suite A, Las Vegas Nevada 89102("Purchaser").
Purchaser and Seller are sometimes referred to herein
individually as a. "Party" and collectively as the "Patties."
RECITALS
Whereas, Harold Van [loose ("Mr. Van Hoose") a resident of
Nevada, Whose address is the same as that of Purchaser executed a
Asset Purchase Agreement ("Acquisition Asset Agreement") dated
September 8th 1999, with Worldwide Energy, Inc. ("WWEN") under
which World-Link Capital LLC, has agreed to purchase coal Leases
issued by the State of Utah, Trust Lands Administration owned by
Seller, as Follows: ML43952, and ML45963 (the "Acquisition
Assets"); Coal Leases (more fully described in Exhibit "A"
hereto, hereinafter the "Acquisition Assets") 1-1rom, Worldwide
Energy for a total payment of two hundred million dollars
($200,000,000); and
Whereas, Purchaser has requested Seller loan. to Purchaser
the unpaid balance of the purchase price for the Acquisition
Assets, as partial consideration for such. loan, Has agreed to
grant the, Seller an option to acquire 25% Equity of World-Link
Capital, LLC. (Hereinafter the "Project") and
Whereas, Purchaser is also prepared to give Seller a
security interest pursuant to the Security Agreement attached
hereto as Exhibit B and, a. First lien. on the State of Utah,
Trust Lands Administration Coal leases numbers: ML43955, ML43952
and ML45963; and
Now, therefore, in consideration of the premises and the
mutual covenants set forth herein, and for other good and
valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the Parties, intending to be legally bound,
hereby agree as follows:
Article 1. Definitions; Rules of Interpretation
1.1Definitions
For purposes of (his Agreement, capitalized tern-is
used but not otherwise defined herein, shall. have the meaning
set forth below.
"Base Rate" means the interest rate on outstanding
amounts of principal under the Loan which rate shall equal twelve
percent (8%) per annum
"Default Rate" has the meaning set out in Section
2.2(b),
"Event of Default" has the meaning set out in Section
9.1 hereof,
"Governmental Authority" shall mean any nation, state,
sovereign, or government, any federal, regional, state, local of
political Subdivision and any entity, including, any court,
exercising executive, legislative, judicial, regulatory or
administrative -functions of, or pertaining to government,
including the judiciary.
"Indebtedness" shall mean any obligation (whether
present or future, actual or contingent, secured or unsecured, as
Principal or Surety or otherwise.) of Purchaser for the payment
or repayment of money, and. includes title transfer, hire
purchase or similar arrangements having the effect of
indebtedness.
"Lien" shall mean any security interest,
hypothecation, assignment, deposit arrangement, encumbrance, HCD
(Statutory or other), or preference, priority or other Security
agreement of any kind or nature w1tatsoever, including, without
limitation, any conditional sale or other title retention
agreement, any financing lease having substantially the same
effect as arty of the foregoing and the filing of' any financing
statement or similar instrument.
"Loan.... shall mean the unpaid balance of the
purchase price of the Acquisition Asset from. Seller to Purchaser
in the aggregate principal amount of one hundred million dollars
($100,000,000).
"Loan Repayment Date" (i) Two (2) years from date
first written above in two (2) installment as follows: 1st
payment of seventy five million dollars ($75,000,000) one (1)
year from closing Escrow of the [Permitted Sale] of Acquisition
Assets (ii) 2nd payment of twenty five million dollars due two
(2) years from date first written above from close of' [Permitted
Sale] purchase of Acquisition Asset escrow as acquired by
Purchaser.
"Permitted Sale" means State of Utah, Trust Lands
Administration Coal Leases numbers ML43955, ML43952, and ML45963;
the Acquisition Assets as acquired by Purchaser.
"Project". Means the total World-Link Capital LL.C. A
Nevada Limited Liability Company, in the United States, Venezuela
and Mexico.
1.2 Rules of Interpretation
(a) Words importing the Singular shall include the
plural and vice versa; words importing one gender shall include
all genders.
(b) The words "hereof," "herein," "hereunder" and words
of similar import when used in. this Agreement shall, unless
otherwise expressly specified, refer to this Agreement as a whole
and not to any particular provision of this Agreement and all.
references to sections or articles shall -be references to
sections or articles, as the case may be, of this Agreement
unless otherwise expressly specified.
(c) The word "including" shall not be construed as, nor
shall it take effect as, limiting the generality of the
foregoing.
Article 2. Amount and Terms of Loan
2.1 Loan
(a)Loan Commitment (Balance of Purchase Price)
Seller hereby irrevocably commits, subject to the
fulfillment of the terms and conditions set forth in this
Agreement, to accept in installment payments the unpaid balance
in the principal amount of one hundred million dollars
($100,000,000) upon satisfaction of the conditions to tending set
out herein. The obligation of Purchaser to repay the Loan shall
be evidenced by this Agreement and by promissory note executed by
Purchaser, substantially in the form. attached hereto as Exhibit
D.
(b) Termination of Loan Commitment
The foregoing Loan commitment shall terminate if
the conditions precedent to funding of the Initial Loan set out
in Section 5. 1. have not been satisfied by November 1, 1999,
unless Seller extends such deadline in writing. Following the
expiration of the Loan commitment, Seller shall have no
obligation to make the Loan to Purchaser hereunder,
2.2 Interest
(a) Base Rate
Interest shall accrue on the aggregate outstanding
and unpaid principal balance of each Loan installment from the
date on which such loan installment is drawn. until the loan.
Repayment Date at a rate per annum equal to twelve Percent (8%).
(b) Default Rate
Any amounts not paid when due hereunder, after
demand is made therefor, shall bear interest at a Default Rate
equal to fourteen percent (10%) per annum.
(c) Computation of Interest
Interest shall be Computed on the basis of a three
hundred sixty-- (360) day year and the actual number of' days
elapsed. All accrued and unpaid interest shall be due and payable
on the Loan Repayment Date.
2.3 Payments
(a) Repayment Dates
The Purchaser shall pay to the Seller in two
installments the entire principal of the Loan plus all accrued
and unpaid interest thereon, on the Loan Repayment Dates.
2.4 Optional Prepayment
Notwithstanding anything contained herein. to the
contrary, the Purchaser may prepay the Loan in their entirety at
any time without premium or penalty; provided, however, that
Purchaser shall give Seller notice of any such prepayment, and
Seller shall remain entitled to (i) 25% share in the proceeds of
any subsequent re-sale of the Project, (including any resale
which occurs within five years of the date of prepayment) and
(ii.) exercise the Purchase Option set out in Section M. All
prepayments made hereunder shall include payments of interest on
the amount prepaid to and including the date of prepayment.
2.5 Payment Procedures
All payments of principal and interest to be made by
Purchaser to Seller hereunder shall be payable in immediately
available funds at such. location and to such account as may be
designated by the Seller in. writing from time to time without
deduction, set off, or counterclaim, not later than. 2:00 p.m.
pacific time on the date on which such payment shall become due.
If any day on which a payment is to be made hereunder is riot a.
business day, then such payment shall be made on. the next
business day. Any and all payments to be made under this
Agreement shall be payable by federal funds, batik wire transfer
to Seller, or by certified batik or cashier's check.
2.6 Payments Free and Clear of Taxes
(a) All payments on the principal of, and interest on,
the Loan payable under this Agreement by Purchaser to Seller
shall be free and clear of, and Without reduction by reduction of
any and all present and Future income, stamp and other taxes and
levies, imposts, deductions, charges, compulsory Loan and
withholdings whatsoever imposed, assessed, levied or collected by
any Governmental Authority or any political subdivision or taxing
authority thereof or therein (other than tax on the general
income of Seller), together with interest thereon and penalties
with respect thereto, if any, on or in respect of this Agreement,
the Loan, the registration, notarization or other formalization
of any thereof, and any payments of principal, interest, charges,
fees or other amounts made on, under, or in respect thereof
(hereinafter "Taxes"), all of which will be paid by Purchaser,
for its own account, prior to the date on which penalties attach
thereto.
(b) In the event that Purchaser is required by
applicable law, decree or regulation. to deduct or withhold. any
Taxes from any amounts payable on., tinder, or in respect of this
Agreement or the Loan, Purchaser shall pay Seller such additional
amounts as may be required, after the deduction or withholding of
Taxes, to enable Seller to receive from Purchaser an amount equal
to the amount stated to be payable under this Agreement.
(c) Purchaser shall furnish Seller original tax
receipts in respect of any withholding of 'Taxes required tinder
this Section within thirty (30) days after the date of each
payment of interest which is subject to any Taxes, and Purchaser
shall promptly furnish Seller any other information, documents
and receipts that Seller, may in its sole discretion from
time-to-time, require to establish to its satisfaction that full
and timely payment has been made of all Taxes required to be paid
under this Section.
(d) The obligations of Purchaser Under this Section
shall survive the termination of this Agreement and the repayment
of the Loan.
Article 3. Option of Seller to Purchase Acquisition Assets
3.1 Sellers Option:
The Purchaser hereby grants irrevocably and commits to
the Seller a twenty five per. Cent (25%) Equity interest in the
Project (World-Link Capital, LLC. Free and clear with out
reduction.
3.2 Failure of Seller to Exercise Purchase Option for
Acquisition Assets
In the event that Seller fails to exercise the Purchase
Option on of before March 31, 2002, or within. such extended
period as Seller may elect pursuant to Section 31(b), Purchaser
shall be obligated to re-pay the Loan in full by the Loan
Repayment Date, subject to Purchaser's right to cure any such
default tinder Section 9. 1.
3.3 Assignment
Purchaser may not assign all or part of its equity
participation option without the express written. approval of
Seller.
3.4Sellers Option to Accept Fee in Lieu of Equity
Participation
In the event that Seller chooses not to participate as
a twenty five percent (25%) equity owner in the Project pursuant
to the provisions of Section 4. 1 or otherwise defaults in
payment of its obligations under Section 4. 1, -Purchaser shall
be entitled to a fee equal to fifty million dollars ($50,000,000)
payable to Seller upon successful Commercial Operation whether or
not such project utilizes the Acquisition Assets. For purposes of
this Agreement, "Commercial Operation" shall mean the date on
which Seller or the Project ownership entity has satisfied any
preconditions established by a purchaser of the Project. Upon
receipt of the fifty million dollar ($50,000,000) development
fee, Seller shall relinquish all rights to participate as an
equity owner in the Project or receive any revenues therefrom,
Article 4. Formation of Limited Partnership or Limited Liability
Company
4.1 Formation of Limited Partnership
Formation of Limited Partnership or Limited Liability
Company in the event Seller exercises option to purchase Twenty
Five Percent (25%) Interest in the Project.
4.2 In the event that Seller exercises its option
In the event that Seller exercises its option to
purchase a twenty five percent (251%) equity interest in the
Project pursuant to the terms of Section 4. 1, the Parties agree
to negotiate in good faith the terms of' a limited partnership
agreement or limited liability company operating agreement under
which Purchaser shall either have a twenty five percent (25%)
limited partnership interest, or a twenty five percent (25%)
membership interest (in the case of a limited liability company).
In either case, all decisions regarding Project development,
financing operations and all other aspects of the Project shall.
be determined by simple majority vote (fifty-one percent (51%)),
subject also to the right of Seller or an affiliate thereof to
serve as managing general partner (in the case of a partnership)
or as manager (in the case of a limited liability company).
Seller's rights shall be limited to those typically given a
limited partner under a limited partnership agreement or minority
Member interest in the case of a limited liability company.
Seller shall be responsible for the drafting of any required
partnership or operating agreement, which agreement shall be
available to Purchaser prior to the exercise of its option to
acquire a twenty live percent (25%) equity interest in. the
Project. If the Parties cannot reach Mutual agreement on a.
partnership or limited liability company operating agreement, as
the case may be, Seller shall have the right to elect the
development fee set out in Section 4.2.
Article 5. Conditions Precedent
5.1 Initial Loan
The Initial installment loan is subject to the
Purchaser exercising an initial payment of one hundred million
dollars ($100,000,000) against the total purchase price of two
hundred million dollars ($200,000,000) 'for the purchase of the
Acquisition Assets. The Loan shall subject to the down payment
mid the Seller shall finance the balance of the purchase price
for a period of not more than two (2) years from close of Escrow
subject to the satisfaction of the following conditions
precedent.
5.2 Security
The Security Agreement (in the form attached hereto as
Exhibit 13) and all such other agreements, actions and UCC
filings (including a Lien search conducted by Seller showing no
other outstanding Liens) required to create in favor of Seller a
first priority security interest in the Acquisition Assets shall
have been entered into and/or accomplished and such security
interest shall have been created and perfected.
5.3 Title
Seller shall have provided to Escrow copies of all
Leases free and clear of any prior security interests, Liens
applicable to the Acquisition Assets as well documentation from
Seller Containing adequate warranties that Seller has good and
clear title to the Acquisition Assets free of liens and security
interests,
5.4 Insurance Binder
Purchaser shall have delivered to Seller an insurance
binder from an insurance company reasonably acceptable to Seller,
setting out the coverage's required by Section 7.5 of this
Agreement.
5.5.Satisfaction of Conditions to Initial Loan
Purchaser shall have satisfied all of the conditions
set out in Section 5.1 to funding of the Initial down payment.
5.6 Execution of Bill of Sale
Seller shall have executed a bi11 of sale substantially
in the form attached as Exhibit "B" to the Acquisition Assets
Sale Agreement giving Purchaser good title to the Acquisition
Assets, Subject only to the lien in favor of Seller.
Article 6. Representations and Warranties
The Purchaser represents and warrants to Seller that:
6.1 Organization and Authorization
The Purchaser is a Limited Liability Company duty
organized, validly existing, and in good standing tinder the
laws of the State of Nevada
The execution, delivery and performance of this
Purchase Payment Agreement (i) has been duty authorized by all
requisite parties of Limited Liability company, and (ii) will not
violate any existing requirement of law or any agreement,
certificate, undertaking, commitment, instrument or other
document to which the Purchaser or any of its assets may be bound
or affected
6.2 No Proceedings
There is no legal action, suit, or proceeding in any
court or before any Governmental Authority or arbitral tribunal
now pending or, to the best knowledge of Purchaser, threatened
against Purchaser which would prevent or materially interfere
with the fulfillment of Purchaser's obligations hereunder.
6.3 Due Authorization
Purchaser has all necessary power, authority and legal
right to execute, deliver and perform its obligations tinder
this Agreement, and this Agreement will constitute a legal,
valid and binding obligation of Purchaser, enforceable against
the Purchaser in accordance with its terms.
6.4 Security
When executed, delivered, registered, filed and
notified as contemplated hereby, the Security Agreement shall
create a valid and perfected recorded first priority Lien on the
Acquisition Assets, subject to no equal or priority Liens,
enforceable against Purchaser, any trustee in bankruptcy (or
equivalent) and any attaching creditor or other third party in
accordance with its terms.
6.5 Existing Liens
There are no existing Liens, security interest, or
mortgages applicable to the Acquisition Assets or the except for
the security interest created in favor of Seller by the Security
Agreement.
6.6 Misstatement of Fact
No information provided by Purchaser to Seller
regarding the Acquisition Assets contains a material misstatement
of fact, to state any material fact
Article 7. Affirmative Covenants of Purchase
Purchaser covenants and agrees with Seller that for so long
as any Loan is outstanding and until all amounts payable by
Purchaser hereunder have been fully paid, Purchaser will:
7.1 No Liens
Keep the Acquisition Assets free of any Liens or other
claims, other than the security interest created by the Security
Agreement, following acquisition of the Acquisition Assets by
Purchaser.
7.2 Seller as Additional Insured
Seller shall be named as an additional insured on such
policy. Maintain a Comprehensive general liability insurance
coverage in an. amount not less than twenty million dollars
($20,000,000) with an. insurer reasonably acceptable to Seller
under which Seller is named as an additional insured Seller shall
have the right to obtain copies of all such insurance policies,
and such policies shall provide for written notice to Seller at
least thirty (30) days in advance of any cancellation of such
policies by the insurer
7.3 Indemnity
Purchaser agrees to indemnify, defend and hold Seller
and its successors, assigns, directors, officers, employees,
agents, attorneys, trustees and servants (each individually, an
"Indemnitee" and collectively, "Indemnitee") harmless from any
and all liabilities, obligations, damages, injuries, penalties,
claims, demands, actions, suits, judgements and any and all costs
and. expenses (including reasonable attorneys' fees and
disbursements) (such expenses in this Section 7.7 the "Expenses")
of whatsoever kind and nature imposed on, asserted against or
incurred by any of the Indemnitee in any way relating to or
arising out of (i) this Purchase Payment Agreement or the
Security Agreement or documents executed in connection herewith.,
or in any way connected with the enforcement of any of the terms
hereof or thereof, or the preservation of any rights hereunder or
thereunder, (ii) the ownership, purchase, delivery, control,
acceptance, lease, financing, possession, operation, condition,
sale, return or other disposition, or the Acquisition Assets
arid, (iii) the violation by the Purchaser of the Laws of the
United States, any state or other Governmental Authority, (iv)
any tort of the Purchaser or its agent,,;, or (v) any contract
claim against the Purchaser or its agents, except to the extent
any of the foregoing is determined to have arisen from the gross
negligence or willful misconduct of any Indemnitee or to have
been caused solely and directly by the acts, or omissions of
Seller after taking control- and possession of all Or any portion
of the Acquisition Assets and, to the extent such acts or
omissions were not Commercially Reasonable.
Purchaser agrees that upon written demand by any
Indemnitee of the assertion of such a liability, obligation,
damage, injury, penalty, claim, demand, action, judgment or suit,
Purchaser shall assume full responsibility for the defense
thereof
Article 8. Negative Covenants
8.1 Disposal of Acquisition Assets and, if Applicable
Purchaser shall not dispose of the Acquisition Assets,
or enter into any agreement for the sale of Acquisition Assets,
other than in compliance with the provisions of this Agreement,
arid in. no event shall Purchaser accept any payments for such
Acquisition Assets until fully satisfying obligations to Seller
hereunder.
8.2 Creation of Additional Security Interests
Purchaser shall not grant an additional security
interest in the Acquisition Assets or, grant a second mortgage,
nor allow the Acquisition Assets or to be encumbered without the
prior written consent of Seller.
Article 9. Events of Default; Remedies
9.1 Events of Default
Purchaser shall be in defaults of its obligations
under this Agreement upon the occurrence and continuation of any
of the following events (hereinafter a "Purchaser Event of
Default"):
(a) Purchaser attempts to assign or sell its ownership
interest in the Acquisition Assets, without complying fully with
the requirements of this Agreement as to any such sale.
(b) Purchaser files a voluntary petition in
bankruptcy, consents to the appointment of' a receiver, admits
its inability to pay its debts when due, makes an assignment for
the benefit of its creditors, or is the Subject of an involuntary
bankruptcy filing which remains unstayed or is not dismissed
within forty-five (45) days of filing.
(c) Purchaser fails to pay when due outstanding
principal arid accrued interest under this Agreement following
receipt of written notice from Seller, and fails to cure such
default within ninety (90) days of receipt of such written notice
from Seller.
(d) Purchaser breaches any covenant or any
representation and warranty set out in this Agreement, or any of
the foregoing is determined to be untrue or inaccurate.
(e) Purchaser is in default of any material obligation
under this Agreement for which a specific Event of Default is not
specified above following receipt of written notice from Seller
and the failure by Purchaser to cure such default within thirty
(30) days of such notice.
9.2 Remedies
In the case of an Event of Default, which is
continuing, Seller may, by notice to Purchaser:
(a) Immediately terminate the Loan commitment.
(b) Accelerate the payment of all outstanding principal
and accrued interest due hereunder, and collect interest at the
Default Rate until the obligations of Purchaser are paid in full
and exercise all remedies tinder applicable law to obtain
repayment from Purchaser.
(c) Exercise any mid all of its rights as a secured
party under the Security Agreement or under applicable law or
otherwise, provided that should Seller elect to sell the
Acquisition Assets to satisfy Purchaser's obligations hereunder,
Seller shall also be entitled to fifty percent (50%) of any sale
proceeds in excess of' those amounts required to repay
Purchaser's obligations to Seller hereunder, including, repayment
of all outstanding principal, accrued interest, and reasonable
collection and attorney's fees incurred by Seller in the exercise
of its rights hereunder, In exercising its, rights, as a secured
party, Seller shall have, the right to take possession of the
Acquisition Assets, and sell it in a commercially reasonable
manner. Any obligations owed by Purchaser to Seller under the
Acquisition Assets Sale Agreement shall be paid out of
Purchaser's portion of any sale proceeds due Purchaser prior to
distribution of any such proceeds to Purchaser.
9.3 Priority
In the event of a, sale or disposition of the
Acquisition Assets Following an Event of" Default by Purchaser,
the proceeds shall be applied in the following order of priority:
(a) The costs of collection or enforcement incurred by
Seller under this Agreement;
(b) The repayment of any outstanding principal and
accrued interest on the Loan;
(c) The Payment to Seller of fifty percent (50%) of
the remaining total disposition proceeds, assuming the
obligations under (a) through (d) have been fully satisfied; and
(d) The payment to Purchaser (to the extent funds
remain after satisfaction of the obligations in. (a) through (d)
above) of the remaining proceeds, if any,
Article 10. Miscellaneous Provisions
10.1 Waiver
No failure on the part of Seller to exercise and. no
delay in exercising, and no course of dealing with respect to,
any right, power or privilege under this Agreement shall operate
as a waiver thereof, nor shall any single or partial exercise of
any right, power, or privilege under this Agreement preclude any
other of the further exercise thereof or the exercise of.' any
other right, power of privilege. The remedies provided herein are
cumulative and not exclusive of any remedies provided by law.
10.2 Expenses
Purchaser agrees to pay or reimburse the Seller for
paying:
(a) All reasonable costs and expenses of Seller
(including, without limitation, reasonable attorney's fees) in
connection with (i) any Event of Default and any enforcement or
collection proceedings resulting therefrom or in connection with
the negotiation of any restructuring Or "work out" (whether or
not consummated) of the obligations of Purchaser hereunder, and
(ii) the enforcement of this Agreement, the Security Agreement,
and any amendments and supplements thereto; and
(b) All transfer, stamp, documentary or other similar
Taxes, assessments, or charges levied by any Governmental
Authority or revenue authority in respect of this Agreement, the
Security Agreement, or the transfer of the Acquisition Assets to
Purchaser and all costs, expenses, Taxes, assessments and other
charges incurred in connection with any filing, registration,
recording or perfection of any security interest contemplated by
the Security Agreement.
10.3 Amendments
Except as otherwise expressly provided in this
Agreement, any provision of ibis Agreement may be modified or
supplemented only by an instrument in writing signed by Purchaser
and Seller.
10.4 Successors and Assigns
This Agreement shall be binding upon, and inure to the
benefit of, the Parties hereto and there respective successors
and permitted assigns.
10.5 Assignments
Purchaser may not assign its rights and obligations
hereunder without the express written consent of Seller. Any such
assignment without Seller's consent shall be void, and have no
force and effect.
10.6Captions
The captions and section headings appearing herein are
included solely for convenience of reference and are not intended
to affect the interpretation of any provision of this Agreement.
10.7 Governing Law; Submission to Jurisdiction; Waiver
of Jury Trial
(a) This Purchase Payment Agreement shall be governed
by, and construed in accordance with, the Laws of the State of
Nevada.
(b) Any legal action or proceeding with respect to this
Purchase Payment Agreement relating thereto may be brought in the
court of the States of Nevada, or of the United States of America
in and for the States of Nevada, and the Purchaser hereby accepts
for itself and. in respect of its property, generally and
unconditionally, the non-exclusive jurisdiction of the aforesaid
courts. The Purchaser hereby irrevocably waives trial by jury,
and any objection, including, without limitation, any objection
to the laying of venue or based oil the grounds of forum non
conveniens which it may now or hereafter have to the bringing of
any such action or proceeding in such respective jurisdictions.
(c) Purchaser consents to service of process in, any
enforcement proceeding under this Purchase Payment Agreement by
certified mail sent to the address at which Purchaser receives
notices under this Agreement. Notwithstanding, the foregoing,
nothing herein shall affect the right of Seller to serve process
in any manner permitted by Law or to commence legal proceedings
or otherwise proceed against Purchaser in any other jurisdiction.
The provisions of this Agreement shall be construed and
interpreted and all rights and duties hereunder determined in
accordance with the laws of the State of Nevada, without giving
effect to the conflict of law provisions thereof.
10.8 Determinations
All calculations, including the amount of Loan
outstanding and accrued interest required to be paid hereunder
shall be made by the Seller and shall be binding upon the
Purchaser in the absence of manifest error.
10.9 Counterparts
This Agreement may be executed in any Dumber of
counterparts, all of which when taken together shall constitute
one and the same Agreement, and either Party hereto may execute
this Agreement by signing a counterpart. Executed counterparts
transmitted by facsimile shall be binding on the Parties as long
as executed originals are exchanged within ten (10) business
days.
10.1.0 Notices
(a) Any notice, request, instruction, correspondence or
other document to be given hereunder by either Party to the other
(each a "Notice") shall be in writing and. delivered personally
or mailed by certified mail, postage prepaid, and return receipt
requested or by telegram or by telecopier as follows:
TO SELLER
Worldwide Energy, Inc. 3168 Bel Air Dr. Las Vegas Country
Club Las Vegas, Nevada 89.109
Telephone: 702-792-8404
Facsimile: 702-796-4774
Attention: Winfield Moon, Sr., and President
TO PURCHASER:
World-Link Capital LLC 3240 Cameron St. Suite A Las Vegas,
Nevada 891.02 Telephone: 702-365-1815
Facsimile: '702-365-1762
Attention: Harold Van Hoose
(b) Notices given by personal delivery or mail shall be
effective upon actual receipt. Notices by telegram or Telecopier
shall be effective upon actual receipt if received during the
recipient's normal business hours or at the beginning of the
recipient's next business day after receipt if not received
during the recipient's normal business hours. AH Notices by
telegram or Telecopier shall be confirmed promptly after
transmission in writing by certified mail or personal delivery.
Either Party may change the address to which Notices are to be
sent by giving ten (10) days' prior notice utilizing the same
Notice procedures set out above.
10.11 Entire Agreement
This Agreement, the Security Agreement, the Note(s,)
and any other document executed contemporaneously herewith,
constitute the entire agreement between the Parties with respect
to the transactions contemplated herein and supersede all
previous written agreements or discussions between the Parties.
10.12 Severability
Every provision of this Agreement is intended to be
severable; if any term or provision of this Agreement shall be
invalid, illegal or unenforceable for any reason whatsoever, the
validity, legality and enforceability of the remaining provisions
hereof shall not in any way be affected or impaired.
IN WITNESS WHEREOF, the Parties hereto have caused this
Agreement to be duly executed and delivered as of the date first
above written.
WORLDWIDE ENERGY, INC. WORLD-LINK CAPITTAL, LLC
/S/WINFIELD MOON /S/HAROLD VAN HOOSE
INDEX TO FINANCIAL STATEMENTS
Worldwide Energy, Inc. financial statements:
Consolidated balance sheet as of June 30, 1999 (Unaudited)
Consolidated statement of income for the six months ended
June 30, 1999 (Unaudited)
Consolidated statement of stockholders' equity for the six months
ended June 30, 1999 (Unaudited)
Consolidated statement of cash flows for the six months ended
June 30, 1999 (Unaudited)
Notes to consolidated financial statements (Unaudited)
Report of Independent Certified Public Accountants
Consolidated balance sheet as of December 31, 1998
Consolidated statements of income for the years ended
December 31, 1998 and 1997
Consolidated statement of stockholders' equity for the years
December 31, 1998 and 1997
Consolidated statements of cash flows for the years ended
December 31, 1998 and 1997
Notes to consolidated financial statements
<PAGE>
WORLDWIDE ENERGY, INC.
CONSOLIDATED BALANCE SHEET
JUNE 30, 1999
(UNAUDITED)
ASSETS
Coal mining leases $ 1,602,056
Total assets $ 1,602,056
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Accrued liabilities $ 7,436
Total liabilities 7,436
Stockholders' equity
Preferred stock, $.001 par value, 10,000,000
shares authorized, no shares issued --
Common stock, $.001 par value, 40,000,000
shares authorized, 15,058,031 shares
issued and outstanding 15,058
Additional paid-in capital 2,488,251
Accumulated deficit (908,689)
Total stockholders' equity 1,594,620
Total liabilities and stockholders' equity $ 1,602,056
See accompanying notes
<PAGE>
WORLDWIDE ENERGY, INC.
CONSOLIDATED STATEMENT OF INCOME
FOR THE SIX MONTHS ENDED JUNE 30, 1999
(UNAUDITED)
Revenues $ --
General and administrative expenses 7,436
Net loss before provision for income taxes (7,436)
Provision for income taxes --
Net loss $ (7,436)
Primary and fully diluted earnings
per common share $ (0.00)
Weighted average number of common shares
used for primary and fully diluted
per share calculations 15,058,031
See accompanying notes
<PAGE>
WORLDWIDE ENERGY, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE SIX MONTHS ENDED JUNE 30, 1999
(UNAUDITED)
Common Stock Additional Total
Number of Paid-in Accumulated Stock
Shares Amount Capital Deficit holders'
Equity
Balance,
January 1, 1999 15,058,031 $ 15,058 $ 2,488,251 $(901,253) $1,602,056
Net loss for
the period -- -- -- (7,436) (7,436)
Balance,
June 30, 1999 15,058,031 $ 15,058 $ 2,488,251 $(908,689) $1,594,620
<PAGE>
WORLDWIDE ENERGY, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 1999
(UNAUDITED)
Cash flows from operating activities:
Net loss $ (7,436)
Changes in operating assets and liabilities:
Increase (decrease) in accrued liabilities 7,436
Net cash used by operating activities --
Net change in cash --
Cash, beginning of period --
Cash, end of period $ --
<PAGE>
WORLDWIDE ENERGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1999 (UNAUDITED)
1.Organization and summary of significant accounting policies
Organization - Worldwide Energy, Inc. was incorporated in the
state of Oklahoma on April 7, 1987.
Effective September 15, 1998, Worldwide Energy, Inc. consummated
an agreement and plan of reorganization with Green River Coal,
Inc. (GRCI) whereby Worldwide Energy, Inc. acquired all the
outstanding common stock of GRCI in exchange for 13,216,448
shares of Worldwide Energy, Inc. common stock (referred to as the
"GRCI Transaction"). The GRCI Transaction has been accounted for
under the pooling of interest method. Effective as of the date
of consummation of the GRCI Transaction, the Company changed its
name from "C:\Grip" to "Worldwide Energy."
Worldwide Energy, Inc., including the assets from the outstanding
common stocks acquired from GRCI are collectively referred to
herein as the "Company" subsequent to the transaction discussed
above.
The Company owns rights to 3,717.72 acres of Low Sulfur coal
mining leases in Wayne County, Utah through Green River Coal,
Inc., a wholly owned subsidiary. Management believes that such
acreage contains 47,105,000 tons of low sulfur coal (high in
BTU's from 8,000 to 13,000). The Low Sulfur coal meets the
specifications of the Clean Air Act as passed by Congress, which
requires less than 1.2% sulfur. Congress passed the Clean Air
Act, which requires very low sulfur emissions by end users of
coal beginning in 1995. The maximum sulfur allowed to be burned
after the effective date is 1.2% sulfur. The coal on this land
has a sulfur content below 1% and is one of the large areas
remaining where low sulfur coal can be found in the United
States.
The accompanying consolidated financial statements include the
accounts of the Company and its wholly owned subsidiary. All
significant inter-company transactions have been eliminated.
Interim consolidated financial statements - The Company's
consolidated financial statements as of and for the six months
ended June 30, 1999, are unaudited. In the opinion of
management, all necessary adjustments (which include normal
recurring adjustments) have been made to the accompanying
financial statements in order to present fairly the financial
position, results of operations, and cash flows as of and for the
six months ended June 30, 1999, as presented.
Use of estimates - The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from
those estimates.
Income taxes - The Company accounts for its income taxes in
accordance with Statement of Financial Accounting Standards
(SFAS) No. 109, which requires recognition of deferred tax assets
and liabilities for the future tax consequences attributable to
differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases
and tax credit carryforwards. Deferred tax assets and liabilities
are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are
expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in
income in the period that includes the enactment date.
Year 2000 issue - The Company has assessed the exposure to date
sensitive computer software programs that may not be operative
subsequent to 1999 and has implemented a requisite course of
action to minimize Year 2000 risk and ensure that neither
significant costs nor disruptions of normal business operations
are encountered. However, because there is no guarantee that all
systems of outside vendors or other entities affecting the
Company's operations will be 2000 compliant, the Company remains
susceptible to consequences of the Year 2000 issue.
<PAGE>
WORLDWIDE ENERGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1999 (UNAUDITED)
(CONTINUED)
2. Coal mining lease
Coal mining leases consist of 3,717.72 acres of Low Sulfur coal
mines in Wayne County, Utah, as discussed in Note 1. Such leases
are renewable on an annual basis provided the Company has
diligently engaged in activity which brings the coal resources
into commercial production. The lease renewal rates consist of
an annual royalty of $3.00 per acre plus an annual rent of $1.00
per acre. The next reassessment date for the leases is May 31,
2008. Lease expense for the six months ended June 30, 1998 was
$7,436 (unaudited). The future minimum royalties and rentals
total $14,871 annually through 2008.
3.Income taxes
The Company did not record any current or deferred income tax
provision or benefit for any of the periods presented because of
continuing net losses and nominal differences.
4.Related party transactions
For the six months ended June 30, 1999, all activities of the
Company have been conducted from the corporate officers'
residences at no charge. There are no current or future
agreements for the use of these facilities nor are there any
liabilities for the past use of these facilities.
5.Subsequent event
On September 9, 1999, the Company entered into a contract to sell
its low sulfur coal leases to World Link Capital, LLC for
$169,925,000, which will be received over a period of three
years.
<PAGE>
L.L. Bradford & Company
Certified Public Accountants & Consultants
3441 Eastern Avenue
Las Vegas, Nevada 89109
(702) 735-5030 Facsimile (702) 735-4854
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Board of Directors
Worldwide Energy, Inc.
Las Vegas, Nevada
We have audited the accompanying consolidated balance sheet of
Worldwide Energy, Inc. as of December 31, 1998 and the related
consolidated statements of income, stockholders' equity and cash
flows for the years ended December 31, 1998 and 1997. These
financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with 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 consolidated financial statements referred to
above present fairly, in all material respects, the financial
position of Worldwide Energy, Inc. as of December 31, 1998 and
the results of its operations and its cash flows for the years
ended December 31, 1998 and 1997 in conformity with generally
accepted accounting principles.
/s/ L.L. Bradford & Company
October 26, 1999
Las Vegas, Nevada
<PAGE>
WORLDWIDE ENERGY, INC.
CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1998
ASSETS
Coal mining leases $ 1,602,056
Total assets $ 1,602,056
STOCKHOLDERS' EQUITY
Stockholders' equity
Preferred stock, $.001 par value, 10,000,000
shares authorized, no shares issued --
Common stock, $.001 par value, 40,000,000
shares authorized, 15,058,031 shares
issued and outstanding 15,058
Additional paid-in capital 2,488,251
Accumulated deficit (901,253)
Total stockholders' equity $1,602,056
<PAGE>
WORLDWIDE ENERGY, INC.
CONSOLIDATED STATEMENTS OF INCOME
For the Years Ended December31,
1998 1997
Revenues $ -- $ 2,698
General and administrative expenses 420,529 364,107
Net loss before other income
(expense) and provision for
income taxes (420,529) (361,409)
Other income (expense)
Loss on sale of assets (8,728) --
Interest 114 497
Net loss (429,143) (360,912)
Primary and fully diluted
earnings per common share $ (0.07) $ (0.28)
Weighted average number of
common shares used for primary
and fully diluted per share
calculations 5,844,357 1,246,106
<PAGE>
WORLDWIDE ENERGY, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Common Stock Additional Total
Number of Paid-in Accumulated Stockholders'
Shares Amount Capital Deficit Equity
Balance,
January 1, 1997 1,206,533 $ 1,206 $219,571 $(111,198) $ 109,579
Shares issued at
$2.00 per share 60,550 61 121,039 -- 121,100
Shares issued to
consultants for
services at $1.25
per share 44,500 45 55,581 -- 55,626
Shares issued to
consultants for
services at $1.50
per share 35,000 35 52,465 -- 52,500
Shares issued to
consultants for
services at $2.00
per share 75,000 75 74,925 -- 75,000
Net loss -- -- -- (360,912) (360,912)
Balance,
December 31, 1997 1,421,583 1,422 523,581 (472,110) 52,893
Stock warrants
exercised at
$.25 per share 235,000 235 58,515 -- 58,750
Stock warrants
exercised at
$.50 per share 10,000 10 4,990 -- 5,000
Shares issued to
consultants for
services at
$1.50 per share 175,000 175 262,325 -- 262,500
Shares issued to
acquire Green
River, Inc.,
Septr 15, 1998 13,216,448 13,216 1,588,840 -- 1,602,056
Capital
contribution by
stockholder,
August 30, 1998 -- -- 50,000 -- 50,000
Net loss -- -- -- (429,143) (429,143)
Balance,
Dec 31, 1998 15,058,031 $ 15,058$2,488,251$(901,253) $1,602,056
<PAGE>
WORLDWIDE ENERGY, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31,
1998 1997
Cash flows from operating activities:
Net loss $(429,143) $(360,912)
Adjustments to reconcile net loss to net
cash used by operating activities:
Depreciation 6,004 10,463
Loss on sale of assets 8,728 --
Services paid for with common stock 262,500 183,126
Changes in operating assets and liabilities:
Decrease (increase) in other assets 29,480 (10,207)
Increase (decrease) in accrued liabilities (9,082) (26,546)
Net cash used by operating activities (131,513) (204,076)
Cash flows from investing activities:
Purchase of property and equipment -- (15,200)
Proceeds from sale of property and equipment 17,763 --
Net cash provided (used) by
investing activities 17,763 (15,200)
Cash flows from financing activities:
Issuance of common stock 113,750 121,100
Net cash provided by financing activities 113,750 121,100
Net change in cash -- (98,176)
Cash, beginning of period -- 98,176
Cash, end of period $ -- $ --
Supplemental schedule on non-cash
financing activities:
13,216,448 shares of common stock
issued to acquire all outstanding
common stock of Green River, Inc. $1,602,056 $ --
<PAGE>
WORLDWIDE ENERGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1998 AND 1997
1.Organization and summary of significant accounting policies
Organization - Worldwide Energy, Inc. was incorporated in the
state of Oklahoma on April 7, 1987.
Effective September 15, 1998, Worldwide Energy, Inc. consummated
an agreement and plan of reorganization with Green River Coal,
Inc. (GRCI) whereby Worldwide Energy, Inc. acquired all the
outstanding common stock of GRCI in exchange for 13,216,448
shares of Worldwide Energy, Inc. common stock (referred to as the
"GRCI Transaction"). The GRCI Transaction has been accounted for
under the pooling of interest method. Effective as of the date
of consummation of the GRCI Transaction, the Company changed its
name from "C:\Grip" to "Worldwide Energy."
Worldwide Energy, Inc., including the assets from the outstanding
common stocks acquired from GRCI are collectively referred to
herein as the "Company" subsequent to the transaction discussed
above.
The Company owns rights to 3,717.72 acres of Low Sulfur coal
mining leases in Wayne County, Utah through Green River Coal,
Inc., a wholly owned subsidiary. Management believes that such
acreage contains 47,105,000 tons of low sulfur coal (high in
BTU's from 8,000 to 13,000). The Low Sulfur coal meets the
specifications of the Clean Air Act as passed by Congress, which
requires less than 1.2% sulfur. Congress passed the Clean Air
Act, which requires very low sulfur emissions by end users of
coal beginning in 1995. The maximum sulfur allowed to be burned
after the effective date is 1.2% sulfur. The coal on this land
has a sulfur content below 1% and is one of the large areas
remaining where low sulfur coal can be found in the United
States.
The accompanying consolidated financial statements include the
accounts of the Company and its wholly owned subsidiary. All
significant inter-company transactions have been eliminated.
Use of estimates - The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from
those estimates.
Income taxes - The Company accounts for its income taxes in
accordance with Statement of Financial Accounting Standards
(SFAS) No. 109, which requires recognition of deferred tax assets
and liabilities for the future tax consequences attributable to
differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases
and tax credit carryforwards. Deferred tax assets and liabilities
are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are
expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in
income in the period that includes the enactment date.
Year 2000 issue - The Company has assessed the exposure to date
sensitive computer software programs that may not be operative
subsequent to 1999 and has implemented a requisite course of
action to minimize Year 2000 risk and ensure that neither
significant costs nor disruptions of normal business operations
are encountered. However, because there is no guarantee that all
systems of outside vendors or other entities affecting the
Company's operations will be 2000 compliant, the Company remains
susceptible to consequences of the Year 2000 issue.
<PAGE>
WORLDWIDE ENERGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1998 AND 1997
(CONTINUED)
3. Coal mining leases
Coal mining leases consist of 3,717.72 acres of Low Sulfur coal
mines in Wayne County, Utah, as discussed in Note 1. Such leases
are renewable on an annual basis provided the Company has
diligently engaged in activity which brings the coal resources
into commercial production. The lease renewal rates consist of
an annual royalty of $3.00 per acre plus an annual rent of $1.00
per acre. The next reassessment date for the leases is May 31,
2008. Lease expense for the years ended 1998 and 1997 were
$14,871 and $14,871, respectively. The future minimum royalties
and rentals total $14,871 annually through 2008.
3.Income taxes
The Company did not record any current or deferred income tax
provision or benefit for any of the periods presented because of
continuing net losses and nominal differences.
4.Related party transactions
For the year ended December 31, 1998, all activities of the
Company have been conducted from the corporate officers'
residences at no charge. There are no current or future
agreements for the use of these facilities nor are there any
liabilities for the past use of these facilities.
5.Subsequent event
On September 9, 1999, the Company entered into a contract to sell
its low sulfur coal leases to World Link Capital, LLC for
$169,925,000, which will be received over a period of three
years.
Law Office of
Shawn F. Hackman, a P.C.
3360 West Sahara Avenue, Suite 200
Las Vegas, Nevada 89102
November 4, 1999
U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: WORLD WIDE ENERGY INCORPORATED - Form 10-SB
Dear Sir/Madam:
We have acted as counsel to WORLD WIDE ENERGY INCORPORATED, a Oklahoma
corporation ("Company"), in connection with its Registration
Statement on Form 10-SB.
In our representation we have examined such documents,
corporate records, and other instruments as we have deemed
necessary or appropriate for purposes of this opinion, including,
but not limited to, the Articles of Incorporation and Bylaws of
the Company.
Based upon the foregoing, it is our opinion that the Company
is duly organized and validly existing as a corporation under the
laws of the State of Nevada, and that the Shares, when issued and
sold, will be validly issued, fully paid, and non-assessable.
We hereby consent to the use of this opinion as an exhibit
to the Registration Statement.
Sincerely,
/s/ Shawn F. Hackman
Shawn F. Hackman, Esq.
L.L. Bradford & Company
Certified Public Accountants & Consultants
3441 Eastern Avenue
Las Vegas, Nevada 89109
(702) 735-5030
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the use in this registration statement
on Form 10-SB of World Wide Energy Incorporated and the related prospectus
of our report, relating to the financial statements of
World Wide Energy Incorporated, dated October 26, 1999.
/s/ L.L. Bradford & Company
L.L. BRADFORD & COMPANY
Las Vegas, Nevada
October 26, 1999
