SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
January 5, 2000
Date of Report
(Date of Earliest Event Reported)
COSMOZ.COM, INC.
(Exact Name of Registrant as Specified in its Charter)
55 Hawthorne Street, Suite 550
San Francisco, California 94105
(Address of principal executive offices)
415/356-6800
415/356-6801(fax)
Registrant's telephone number
IVORY ACQUISITION CORPORATION
1504 R Street, N.W.
Washington, D.C. 20009
Former name and former address
Delaware 0-28377 94-3319536
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
(a) Pursuant to an Agreement and Plan of Reorganization
(the "Acquisition Agreement") dated January 5, 2000, Cosmoz.com,
Inc., ("Cosmoz.com" or the "Company"), a Delaware corporation,
acquired all the outstanding shares of common stock of Ivory
Acquisition Corporation ("Ivory"), a Delaware corporation, from
shareholders thereof in an exchange for an aggregate of 250,000
shares of common stock of Cosmoz.com (the "Acquisition"). As a
result, Ivory became a wholly owned subsidiary of Cosmoz.com.
The Acquisition was adopted by the unanimous consent of the
Board of Directors of Cosmoz.com on January 5, 2000. The Acquisition
is intended to qualify as a reorganization within the meaning of
Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as
amended.
Prior to the Acquisition, Cosmoz.com had 59,809,545 shares
of common stock issued and outstanding, and 60,059,545 shares issued
and outstanding following the Acquisition.
Upon effectiveness of the Acquisition, pursuant to Rule
12g-3(a) of the General Rules and Regulations of the Securities and
Exchange Commission, Cosmoz.com became the successor issuer to Ivory
for reporting purposes under the Securities Exchange Act of 1934
(the "Act") and elects to report under the Act effective January 5,
2000.
A copy of the Acquisition Agreement is filed as an exhibit
to this Form 8-K and is incorporated in its entirety herein. The
foregoing description is modified by such reference.
(b) The following table contains information regarding the
shareholdings of Cosmoz.com's current directors and executive
officers and those persons or entities who beneficially own more
than 5% of its common stock (giving effect to the exercise of the
warrants held by each such person or entity):
Number of shares of Percent of
Common Stock Common Stock
Name Beneficially Owned Beneficially Owned (1)
Wilfred Shaw 4,526,798(2) 7.5%
Chairman and Chief
Executive Officer
Asia Pacific Ventures 6,000,000 9.94%
Suite 1-3 16th Floor
Kinwick Centre,
32 Hollywood Road
Central Hong Kong, Hong Kong
Times Square International, Inc. 7,500,000(3) 12.43%
C/O MIS International, Inc.
145 Traders Blvd, E. #40
Mississauga, Ontario
Canada L4Z 3L3
Corworth Investment, Inc. 7,356,117(4) 12.19%
C/O MIS International, Inc.
145 Traders Blvd, E. #40
Mississauga, Ontario
Canada L4Z 3L3
(1) The following percentages are based upon 60,059,545 shares
of the Company common stock outstanding.
(2) This figure includes Wilfred Shaw's stock options of
2,500,000 shares of common stock at a strike price of $.15
per share. Mr. Shaw may exercise his stock option until June
30, 2001.
(3) Received in exchange for a $150,000 loan secured by a
promissory note under which MIS International, Inc., the
Company's predecessor, was obligated to repay the loan
amount to Times Square International, Inc. with MIS
International, Inc.'s shares of common stock at $.02 per share.
(4) Received in exchange for a $147,122.34 loan secured by a
promissory note under which MIS International, Inc., the
Company's predecessor, was obligated to repay the loan
amount to Corworth Investment, Inc. with MIS International,
Inc.'s shares of common stock at $.02 per share.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
(a) The consideration exchanged pursuant to the Acquisition
Agreement was negotiated between Ivory and Cosmoz.com.
In evaluating Cosmoz.com as a candidate for the proposed
Acquisition, Ivory used criteria such as the value of the assets of
Cosmoz.com, Cosmoz.com's ability to compete in the information
technology market, the increased use of the Internet as a sales
market, Cosmoz.com's current and anticipated business operations,
and Cosmoz.com's business reputation in the Internet venture capital
community. In evaluating Ivory, Cosmoz.com placed a primary emphasis
on Ivory's status as a reporting company under the Section 12(g) of
the Act and Ivory's facilitation of Cosmoz.com's becoming a
reporting company under the Act.
(b) The Company intends to strengthen its position in the
Internet portal line of business by further developing its World
Wide Web technologies and by placing the primary emphasis on
Internet niche properties and companies that share the focus and
quality specific to the Company's current portfolio of acquisitions.
The Company intends to achieve this goal by enhancing growth at its
existing facilities and selectively acquiring additional Internet
properties and companies to take advantage of synergies available as
a result of the Company's future acquisitions.
BUSINESS
COMPANY
Cosmoz.com, Inc. ("Cosmoz.com" or the "Company"), was
incorporated in the State of Delaware on October 15, 1996, as MIS
International, Inc., which merged with MIS Multimedia Interactive
Services, Inc., a Canadian corporation, as of July 1, 1997. MIS
Multimedia Interactive Services, Inc. and its subsidiaries, Pretzel
Franchising, Inc. and Wheel to Wheel Franchising, Inc., were engaged
in the business of developing and selling franchises. Presently,
Cosmoz.com is headquartered in San Francisco, California.
The Company is an Internet portal and venture capital
provider that focuses on the development, investment and acquisition
of high traffic, niche and unique technology-based Web properties.
Through the World Wide Web, the Company offers a network of branded,
technology and community-driven Web sites focused on personal
finance, investing, Internet search, business-to-business commerce
and games. These acquisitions are undertaken for various reasons
including customer base expansion, cash flows, exposure and
uniqueness. To that end, Cosmoz.com targets companies that, in the
Company's estimation, exhibit a potential for an exponential rate of
growth and return on the Company's investment. Having identified
such companies, the Company offers them both cash and non-cash
resources including financial, management and marketing resources
needed by those companies to become profitable. It also develops Web
related software and technology to support its portal line of business.
The Company owns and operates five wholly owned subsidiaries
which are BuckInvestor.com, Inc., KingFine, Inc., MB Technologies,
Inc., StreetIQ.com, Inc., and iTrack, Inc. Shares of the Company
common stock were the sole consideration in the Company's
acquisition of these wholly owned subsidiaries.
BuckInvestor.com, Inc. ("BuckInvestor.com") provides a
variety of investment information, financial advice and education in
an easy-to-understand format to investors under age 35.
BuckInvestor.com was acquired by Cosmoz.com, Inc. on April 27, 1999.
Some of the services and benefits featured on the Web site include
original articles on the basics of investing, personal finance
advice, daily market news, advice from certified financial
consultants, stock quotes, and message boards. BuckInvestor.com
also contains a large online directory of investment clubs with over
700 clubs from around the world. BuckInvestor.com was formerly based
in Raleigh, North Carolina, but has been moved to the Company
headquarters in San Francisco.
KingFine, Inc. ("KingFine") provides personal online
investing and day trading advice. KingFine has created and
maintained an online investment community setting where investor
participation and discussion are achieved by the exchange of ideas
through message boards and participation in "Pick of the Day"
contests. KingFine members scoring the greatest cumulative gains
each month win prizes provided by sponsors and advertisers. KingFine
was formerly based in Auburn, Indiana, but has been moved to the
Company headquarters in San Francisco.
MB Technologies, Inc. ("MB Technologies") is a message board
community solutions provider acquired by Cosmoz.com, Inc. on July
20, 1999. The technology available to the members of this Web
community allows its users to customize the look of their message
boards, to include additional HTML code to the message boards, to
use cascading style sheets and to schedule advertising banners.
Users can also restrict access to the board through a variety of
controls. The message board is located at http://www.MBMagic.com.
The MBMagic.com Web site also profiles and promotes affiliated Web
sites. The Company's intention is to use its Web site's turnkey
solution to pool the fragmented message board traffic from numerous
other financial Web sites into the same forum. MB Technologies was
formerly based in Arcadia, California, but has been moved to the
Company headquarters in San Francisco.
StreetIQ, Inc. ("StreetIQ.com") is a women's online
community, acquired by Cosmoz.com on August 25, 1999. The Web site
is located at http://www.StreetIQ.com and currently reaches
approximately 250,000 online users in the United States. The
StreetIQ.com community offers several online services including
stock quotes, personal stock portfolios, stock research, broker
ratings, initial public offering information, free electronic mail,
and a variety of commentary and discussion forums targeting women.
iTrack, Inc. ("iTrack") is an online auction monitoring
service that lets auction shoppers stay on top of key product types
or product categories and also lets them to monitor auctions for
rare and unusual items. iTrack's Web site is located at
http://www.itrack.com. This service enables Web users to track
online auctions at no cost. iTrack also delivers search results via
electronic mail on ten of the top Web auction sites. These Web sites
include Amazon.com Auctions, Auction Universe, boxLot Online
Auctions, Gold's Auctions, Haggle Online (part of the Go2Net
Network), OnSale, UBid, Xoom Auctions, and Yahoo! Auctions. iTrack
was formerly based in Los Gatos, California, but has been moved to
the Company headquarters in San Francisco.
The Company also wholly owns two inactive subsidiaries,
Pretzel Franchising, Inc., and Wheel to Wheel Franchising, Inc., in
Canada. The Company is in the process of winding down both of these
subsidiaries.
In March 1999, Cosmoz Online Ltd., a privately held company
("Cosmoz Online"), entered into an exclusive marketing arrangement
with the Company for the purpose of developing and promoting Cosmoz
Online's online casinos. Under the terms of this marketing
arrangement, the Company agreed to promote Cosmoz Online's online
casinos as stand alone businesses. In exchange for its services, the
Company has received a one time fee of $20,000 and 5% commission
based income on all deposits generated from the casinos' online
activities. Cosmoz Online currently operates five online casinos:
DragonCasino.com, RealBet.com, Tikicasino.com, DesertCasino.com and
KingsCourtCasino.com.
The Company also maintains an ownership interest in iPing,
Inc. ("iPing"), the first Web-based wake-up call, reminder, and
notification company. MrWakeUp.com, located at
http://www.MrWakeUp.com, is owned by iPing, Inc. which utilizes
iPing's application for connecting the Internet with the telephone.
Mr.WakeUp is a free service supported by advertisers such as
Amazon.com and 1-800presents.com. Service users can go to
MrWakeUp.com and schedule customized phone calls to wake them up and
remind them about meetings and other important time sensitive
events. Users can also set customized phone calls to send
information such as headline news, horoscopes, weather and
motivational tips from the Internet at their requested time.
Currently, Mr.WakeUp.com's services are used by approximately 30,000
subscribers.
The Company also has made an indirect investment through
Ridgewood Capital, an Internet business-
to-business investment fund, in several Internet based companies.
The target companies include Medibuy.com., an electronic commerce
business-to-business service matching online buyers and sellers of
medical supplies, products and equipment where registered buyers can
post a request for proposal on the site and registered vendors will
respond with their bids, Metasound, an Internet telecommunications
company, Quantum Conveyors, an automated package handling technology
company, InViso, a maker of screens for portable Internet devices,
Marketfusion.com., a business-to-business electronic commerce
company, Sycon, a specialized computer chip design software maker,
and Feedroom.com, a broadband Internet channel.
As an Internet start-up company, Cosmoz.com has limited
finances and requires additional funding in order to accomplish its
growth objectives and marketing of its products and services. There
is no assurance that the Company will be able to secure any or all
funding necessary for its future growth and expansion. There is also
no assurance that even if the Company manages to obtain adequate
funding to complete any contemplated acquisition, such acquisition
will succeed in enhancing the Company's business and will not
ultimately have an adverse effect on the Company's business and
operations.
The Company intends to continue future acquisitions of the
Internet companies that fit the Company's general acquisition
criteria. However, currently, the Company does not have a fixed
source of capital to finance such future acquisitions. In this
respect, the Company intends to accomplish its acquisition plans by
exchange of the Company stock alone. There is no assurance given as
to the trading price or liquidity of the Company's common
stock. Low trading price or poor liquidity of the Company's common
stock may adversely affect the Company's ability to engage in future
acquisitions and to accomplish its growth objectives.
CURRENT OPERATIONS
The Company's current operations primarily consist of
identifying and making acquisitions of other small information
technology and Internet based companies that share the focus and
quality specific to the Company's current portfolio of acquisitions.
During 1999, the Company completed, for common-stock only,
acquisitions of BuckInvestor.com, Inc., and KingFine, Inc. In
addition to this aspect of its business, the Company is in the
process of developing and maintaining its technology infrastructure
to maximize speed, reliability and security with a fully scalable
foundation. The Company Web systems are maintained in secure,
climate controlled locations with load balancing and fault
tolerance.
MARKETING
The Company intends to focus its promotional efforts on mass
media and public relations to create product
awareness in order to develop a broader user base. This advertising
campaign is intended to raise general awareness of the Cosmoz.com
branding through the placement of print advertisements in major
metropolitan newspapers and nationally circulated print media. The
Company intends to target Web users through placement of banner
advertisements on all major portals and sites, e.g. Hotbot, Yahoo!,
Lycos, Ask Jeeves, The Globe, Go.com, Alta Vista, etc., in the
upcoming months to promote its portal. The Company also plans to
have a contest with a possibility of giving away books and Apple
iMac computers as prizes. As a part of its general advertising
campaign, the Company also plans to secure advertising space in the
trade magazines targeting specific market niches.
The Company's current advertising and promotional efforts
engage several forms of mass media. More specifically, the Company
has placed advertisements in a major metropolitan newspaper, The New
York Times, with 1999 advertising expenses of approximately
$13,124, radio advertisements placed with Metro Networks
Communications with $117,762 in expenses to date, and advertisements
placed in a specialty publication, Investor's Business Daily with
total of $22,790.88 in expenses to date. The Company intends to
continue and expand its promotional efforts in order to reach wider
user audience.
TRADEMARKS AND PATENTS
The Company has no patents or trademarks. The Company has
filed applications to secure Company's existing Internet domain
names including Cosmoz.com, StreetIQ.com, MonsterQuote.com,
iTrack.com and BuckInvestor.com. These applications are currently
pending.
SUPPLIERS
The Company employs services of a number of suppliers whose
services range from providing high speed Internet access to
financial and other news content providers. Among many service
providers are the following companies:
Comtex Scientific Corporation, an electronic news service
provider since December 1999 for a monthly fee of $900 plus one time
start up fee in the amount of $2,500.
Go2Net, Inc., a Washington company that provides search
engine technology, from April 1999 to October 1999. A total of
$35,000 has been paid to date in costs.
AboveNet Communications, a California company that provides
domain hosting and server services and is located at 50 West San
Fernando Street, Suite 1010, San Jose, California, 95113. A total of
$7,815 has been paid to date in costs.
Hostway.com, Inc., an Internet company that provides domain
hosting services and is located at 216 West Jackson Boulevard, Suite
325, Chicago, Illinois 60606. A total of $5,834 has been paid to
date in costs.
InfoSpace.com, Inc., a Washington company that provides
content to major portals including news, shopping, horoscopes,
lottery, and others and is located at 15375 NE 90th Street,
Redmond, Washington 98052. The Company has an Internet content
distribution agreement with InfoSpace for a monthly fee of $5,000. A
total of $30,000 paid to date in costs.
iSyndicate, a California company that provides syndicated
content services including Associated Press news feed, general
domestic, entertainment, sports, business and accurate weather news.
A total of $11,350 has been paid to date in costs.
Lyris, a California company that provides free electronic
mail hosting and is located at 174 Santa Clara Avenue, Oakland,
California 94610. A total of $1,150 has been paid to date in costs.
PROPERTY
Since May 1, 1999 the Company's principal executive offices
are located at 55 Hawthorne Street, Suite 550, San Francisco,
California 94105, a 2,054 square foot facility. All operations
including system development, control and maintenance are performed
at this facility. This facility is leased for three years from G &
I Howard, LLC, with no option to extend the lease, at an annual rate
of $36 per square foot. Monthly lease payments in subsequent years
are based on 1.53% of increases in operating expenses and property
taxes paid or incurred by landlord in subsequent years over the
first (base) year. The company intends to add another 3,000 square
feet facility.
The Company leases a living facility to accommodate out of
town employees for business meetings.
LITIGATION
There is no outstanding litigation in which the Company is
involved and the Company is unaware of any pending actions or claims
against it.
EMPLOYEES
The Company currently employs 12 full-time employees. If
the Company is able to secure additional funding, of which there
can be no assurance, it intends to hire an additional 10 to 15
full-time employees.
DESCRIPTION OF SECURITIES
The Company has an authorized capitalization of 200,000,000
shares of common stock, $.001 par value per share, of which
60,059,545 shares have been issued and are outstanding, and
50,000,000 shares of preferred stock, $.001 par value per share, of
which no shares are issued and outstanding.
MARKET FOR THE COMPANY'S SECURITIES
The Company has been a non-reporting publicly traded company
with certain of its securities exempt from registration under the
Securities Act of 1933 pursuant to Rule 504 of Regulation D of the
General Rules and Regulations of the Securities and Exchange
Commission. The Company's common stock is traded on the NASD OTC
Bulletin Board under the symbol CMOZ and formerly traded under the
symbol MISN. The Nasdaq Stock Market has implemented a change in
its rules requiring all companies trading securities on the NASD OTC
Bulletin Board to become reporting companies under the Securities
Exchange Act of 1934.
The Company was required to become a reporting company by
the close of business on February 28, 1999. Cosmoz.com acquired all
the outstanding shares of Ivory to become successor issuer to it
pursuant to Rule 12g-3 in order to comply with the reporting company
requirements implemented by the Nasdaq Stock Market.
The following table represents the average prices for the
Company's common stock:
Open High Low Closing
Price Bid Bid Bid Volume
November 1999 1 1.53112 0.9062 1.375 322,100
October 1999 1.4688 1.5312 1 1 145,600
September 1999 1.9375 1.9375 1.4375 1.50 185,100
August 1999 2.1562 2.1562 1.7812 1.875 243,600
July 1999 2.3125 2.3125 2.0938 2.1562 218,800
June 1999 2.8438 2.875 2.1562 2.2812 262,400
May 1999 1.4688 2.875 1.375 2.75 631,000
April 1999 1.3125 1.5625 1.125 1.375 441,400
March 1999 1.875 2 1 1.2031 449,000
February 1999 2.875 3 1.75 1.875 1,513,800
January 1999 3.8125 4.1875 1.9375 2.75 5,361,000
MANAGEMENT
The executive officers of the Company are as follows:
Name Age Title
Wilfred Shaw 29 Chairman and Chief Executive
Officer, Director
Justin Keener 25 Chief Executive Officer and VP
Business Development
Dave Taylor 37 Chief Technology Officer
Susan Cooney 35 Vice President of Marketing
Wing Yu 30 Vice President
of Web Development
WILFRED SHAW has been Chairman and Chief Executive Officer
of the Company since it was formed. Mr. Shaw has spent the last
eight years in the venture capital and investment industries,
serving as Vice President for Business Development for Intertech
Group, a conglomerate of small companies. From 1994 to 1996, Mr.
Shaw worked as Vice President for Business Development for IG
International, Inc., a pharmaceutical company based in the San
Francisco Bay area. Mr. Shaw earned his Bachelor of Arts in
Economics degree at Saint Mary's College.
JUSTIN KEENER, Chief Operating Officer and Vice President of
Business Development of the Company, has co-founded a Web design
firm, AdTech Promotions. Also, co-founder and CEO of
BuckInvestor.com Inc., Mr. Keener joined the Cosmoz.com management
team during the spring 1999 acquisition of BuckInvestor.com, Inc. by
the Company. Mr. Keener previously served as an Executive Vice
President at R&S Distributing Company, Inc., where he managed
company assets for more than four years, and was vice president of
marketing for PilloRest, Inc. Mr. Keener holds a finance degree with
honors from North Carolina State University.
DAVE TAYLOR, Chief Technology Officer of the Company, has
been involved with the Internet since 1980. Mr. Taylor is an author
of several best-selling books. Previous positions have included
founding the leading Internet start-up, The Internet Mall, from
initial idea through staffing, funding, growth and acquisition. Mr.
Taylor has been a research scientist at Hewlett-Packard's Palo Alto
Research & Development Laboratory, and Senior editor for IDG's
Advanced Design magazine. Mr. Taylor has a Bachelor's degree in
Computer Science and a Master's degree in Educational Computing and
serves as an adjunct professor at San Jose State University.
SUSAN COONEY has been Vice President of Marketing position
with the Company since it was formed. Her most recent work involved
a local site network leader, Cox Interactive Media, where she was
involved in product direction and market development guidance. Prior
to the position with Cox Interactive Media, Ms. Cooney has served
as Director of Sales and Marketing for Internet advertising start-up
company, LinkExchange, which was purchased in 1998 by Microsoft
corporation. As a principal of her own marketing company for four
years, Ms. Cooney has consulted for high-tech companies in the U.S.
and abroad. Her clients included Pacific Bell Information Services,
Pacific Bell Internet, Compaq, Acer, British Rail, Shell UK and
SunDisk. Ms. Cooney holds a Bachelor's degree, with honors, in
Computer Graphic Design from University of California, Santa Barbara
and has completed graduate coursework in Organization and Management
from the University of California, Berkeley.
WING YU, Vice President of Web Development, was an educator
and a freelance Apple Macintosh developer for 6 years. While
coordinating online advertising at Ticketmaster.com-CitySearch.com
Online, Mr. Yu developed various Web sites as a freelance Web
developer. He holds a Bachelor Arts in History from Occidental
College, as well as an Masters in Arts degree in Instructional
Technology.
EXECUTIVE COMPENSATION
Wilfred Shaw, Chairman and Chief Executive Officer, receives
$120,000 per annum. This compensation is currently deferred. He has
no other form of compensation.
Justin Keener, Chief Executive Officer and Vice President of
Business Development, receives $60,000 per annum. He has no other
form of compensation.
Dave Taylor, Chief Technology Officer, receives $60,000 per
annum. He has no other form of compensation.
Susan Cooney, Vice President of Marketing, receives $72,000
per annum. She has no other form of compensation.
Wing Yu, Vice President of Web Development, receives $55,000
per annum. He has no other form of compensation.
The Company provides basic health and dental insurance.
There is no life insurance provided.
RISK FACTORS
LIMITED HISTORY OF OPERATIONS; HISTORY OF LOSSES. The
Company and its subsidiaries have only a limited history of
operations with periods of net operating losses. During the period
from June 30, 1999 to September 30, 1999, the Company experienced a
loss from its operations in the amount of $563,937 and a loss from
its investments in the amount of $16,197. The Company's operations
are subject to the risks and competition inherent in the
establishment of a relatively new business enterprise in a
competitive field of Internet start-up companies. There can be no
assurance that future operations will be profitable. Revenues and
profits, if any, will depend upon various factors, including market
acceptance of its concepts, market awareness, its ability to expand
its network of participating Internet companies, reliability and
acceptance of the Internet commerce, dependability of its
advertising and recruiting network, and general economic conditions.
There is no assurance that the Company will achieve its expansion
goals and the failure to achieve such goals would have an adverse
impact on it.
ADVERSE ECONOMIC CONDITIONS OR A CHANGE IN GENERAL MARKET
PATTERNS. A weak economic environment could adversely affect the
Company sales and promotional efforts. General economic conditions
impact Internet based and related commerce and demand and interest
for the Company's Internet services may decline at any time,
especially during recessionary periods. Many factors beyond the
Company's control may decrease overall demand for Internet portal
services including, among other things, decrease in the entry costs
by other similarly situated companies, increase in the overall
unemployment rate, additional government regulation. There can be no
assurance that the general market demand for Internet portal
services and related fields will remain the same or will not
decrease in the future.
RELIANCE ON FUTURE ACQUISITIONS STRATEGY. The Company
expects to continue to rely on acquisitions as a primary component
of its growth strategy. The Company regularly engages in evaluations
of potential target candidates, including evaluations relating to
acquisitions that may be material in size and/or scope. There is no
assurance that the Company will continue to be able to identify
potentially successful companies that provide suitable acquisition
opportunities or that the Company will be able to acquire any such
companies on favorable terms. Also, acquisitions involve a number of
special risks including the diversion of management's attention,
assimilation of the personnel and operations of the acquired
companies, possible loss of key employees. There is no assurance
that the acquired companies will be able to successfully integrate
into the Company's existing infrastructure or to operate profitably.
There is also no assurance given as to the Company's ability to
obtain adequate funding to complete any contemplated acquisition or
that such acquisition will succeed in enhancing the Company's
business and will not ultimately have an adverse effect on the
Company's business and operations.
LACK OF CONTINUED DEVELOPMENT OF E-COMMERCE MARKET. The use
of the Internet and the World Wide Web for commercial purposes is
expanding dramatically. There is no assurance, however, that as
increased commerce takes place on the Internet that unforeseen
overloads, lack of sufficient hardware, telephone availability or
other problems may develop. In addition, consumer use of the
Internet for purchases, banking, and other commercial uses may
decline for any number of reasons such as security problems,
overload difficulties, shopping trends, or slow Internet access.
These difficulties may undermine Company's expansion and promotional
efforts. There is no assurance that the Company will be able to
successfully overcome these difficulties and maintain its
competitive pricing and services.
LOSS OF THE COMPANY KEY EMPLOYEES MAY ADVERSELY AFFECT
GROWTH OBJECTIVES. The Company success in achieving its growth
objectives depends upon the efforts of Wilfred Shaw, Chairman and
Chief Executive Officer of the Company since its inception as well
as other key management personnel. Their experience and
industry-wide contacts significantly benefit the Company. The loss
of the services of these individuals could have a material adverse
effect on the Company business, financial condition and results of
operations. There is no assurance that the Company will be able to
maintain and achieve its growth objectives should it lose any of its
key management members' services.
THE COMPANY HAS NOT BEEN AUDITED BY INDEPENDENT CERTIFIED
PUBLIC ACCOUNTANTS. Although the Company is required to file audited
financial statements no later than 60 days from the date that this
report is required to be filed, no such audited financial statements
have been prepared or are available for inspection as of the date
hereof. Consequently, there can be no assurance that any
representations as to the financial condition or assets of the
Company are as stated herein.
THE COMPANY'S INVOLVEMENT IN THE MARKETING OF ONLINE
CASINOS. The Company is involved in the
marketing of online casinos. Future legislative efforts to regulate
online gaming acts may adversely affect the Company's exclusive
marketing arrangement with its online gaming partner. There is no
assurance that the Company will be successful in maintaining and
expanding its online gaming marketing efforts. There is also no
assurance that the Company's online gaming marketing efforts will
not tarnish the general public's perception of the Company's public
image and good will.
COMPETITION FROM LARGER AND MORE ESTABLISHED COMPANIES MAY
HAMPER MARKETABILITY. The competition in the Internet and
electronic commerce industry is intense. Large and highly
fragmented, this industry hosts a number of well-established
competitors, including national, regional and local companies
possessing greater financial, marketing, personnel and other
resources than the Company. There is no assurance that the Company
will be able to market or sell its products if faced with direct
product and services competition from these larger and more
established Internet portal services providers.
FAILURE TO ATTRACT QUALIFIED PERSONNEL. A change in labor
market conditions that either further reduces the availability of
employees or increases significantly the cost of labor could have a
material adverse effect on the Company's business, financial
condition and results of operations. The Company's business is
dependent upon its ability to attract and retain highly trained and
qualified technical personnel and corporate management. There is no
assurance that the Company will be able to employ a sufficient
number of qualified training personnel in order to achieve its
growth objectives.
ISSUANCE OF FUTURE SHARES MAY DILUTE INVESTOR SHARE VALUE.
The Certificate of Incorporation, as amended, of the Company
authorizes the issuance of 200,000,000 shares of common stock and
50,000,000 shares of preferred stock. The future issuance of all or
part of the remaining authorized common stock and/or all or part of
the preferred stock may result in substantial dilution in the
percentage of the Company's common stock held by the its then
existing shareholders. Moreover, any common stock issued in the
future may be valued on an arbitrary basis by the Company. The
issuance of the Company's shares for future services or acquisitions
or other corporate actions may have the effect of diluting the value
of the shares held by investors, and might have an adverse effect on
any trading market, should a trading market develop for the
Company's common stock.
PENNY STOCK REGULATION. Penny stocks generally are equity
securities with a price of less than $5.00 per share other than
securities registered on certain national securities exchanges or
quoted on the Nasdaq Stock Market, provided that current price and
volume information with respect to transactions in such securities
is provided by the exchange or system. The Company's securities may
be subject to "penny stock rules" that impose additional sales
practice requirements on broker-dealers who sell such securities to
persons other than established customers and accredited investors
(generally those with assets in excess of $1,000,000 or annual
income exceeding $200,000 or $300,000 together with their spouse).
For transactions covered by these rules, the broker-dealer must make
a special suitability determination for the purchase of such
securities and have received the purchaser's written consent to the
transaction prior to the purchase. Additionally, for any
transaction involving a penny stock, unless exempt, the "penny stock
rules" require the delivery, prior to the transaction, of a
disclosure schedule prescribed by the Commission relating to the
penny stock market. The broker-dealer also must disclose the
commissions payable to both the broker-dealer and the registered
representative and current quotations for the securities. Finally,
monthly statements must be sent disclosing recent price information
on the limited market in penny stocks. Consequently, the "penny
stock rules" may restrict the ability of broker-dealers to sell the
Company's securities. The foregoing required penny stock
restrictions will not apply to the Company's securities if such
securities maintain a market price of $5.00 or greater. There can be
no assurance that the price of the Company's securities will reach
or maintain such a level.
COMPUTER SYSTEMS REDESIGNED FOR YEAR 2000. Many existing
computer programs use only two digits to identify a year in such
program's date field. These programs were designed and developed
without consideration of the impact of the change in the century for
which four digits will be required to accurately report the date.
If not corrected, many computer applications could fail or create
erroneous results during the year 2000 (the "Year 2000 problem").
Many of the computer programs containing such date language problems
have been corrected by the companies or governments operating such
programs. The Company's operations are substantially dependent upon
properly functioning computer equipment which may fail because of
such Year 2000 problems. The Company does not know what steps, if
any, have been taken by any of its business partners in regard to
the Year 2000 problems. The Company's operations will be severally
curtailed if one or more of its business partners were to suffer
Year 2000 problems. Furthermore, it is impossible to predict if the
basic utilities serving the Company will continue uninterrupted.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not applicable.
ITEM 5. OTHER EVENTS
Successor Issuer Election.
Pursuant to Rule 12g-3(a) of the General Rules and
Regulations of the Securities and Exchange Commission, upon
effectiveness of the Acquisition, the Company became the successor
issuer to Ivory for reporting purposes under the Securities Exchange
Act of 1934 and elects to report under the Act effective January 5,
2000.
ITEM 6. RESIGNATIONS OF DIRECTORS AND EXECUTIVE OFFICERS
The sole officer and director of Ivory has resigned upon
closing of the Acquisition.
ITEM 7. FINANCIAL STATEMENTS
Unaudited financial statements are filed herewith. The
Registrant is required to file audited financial statements by
amendment hereto no later than 60 days after the date that this
Current Report on Form 8-K must be filed.
COSMOZ.COM, INC.
CONSOLIDATED BALANCE SHEET
AS OF SEPTEMBER 30, 1999
(IN US DOLLARS)
(UNAUDITED)
ASSETS
CURRENT ASSETS
Cash $ 7,177
Accounts receivable 64,353
Marketable securities 991,672
Prepaid expenses 270,000
Other receivable
44,43 9
Total current assets 1,377,641
PROPERTY AND EQUIPMENT:
Office furniture and equipments 128,519
Less Accumulated depreciation (3,761)
Net Property and equipment 124,758
OTHER ASSETS:
Goodwill (net of amortization) 1,590,237
Investment in Ridgewood 250,000
Investment in iPing, Inc. 375,000
Total in other assets 2,215,237
TOTAL ASSETS $ 3,717,636
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities $ 377,145
Total current liabilities 377,145
STOCKHOLDERS' EQUITY
Preferred stock, $0.001 par value
50,000,000 shares authorized
no shares issued and outstanding
Common stock, $0.001 par value
200,000,000 shares authorized
58,049,545 shares issued and outstanding 58,049
Additional paid-in capital 9,532,785
Retained earnings (5,673,414)
Retained earnings - current period (576,929)
Total stockholders' equity 3,340,491
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 3,717,636
COSMOZ.COM, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1999
(UNAUDITED)
SALES:
Gross sales:
Royalty income $ 47,959
Subscriber Ad Revenue 22,905
Non-Subscriber Ad Revenue 881
Total Gross Sales 71,745
Net Sales 71,745
OPERATING EXPENSES
Sales and Marketing:
Total Sales & Marketing 259,645
Operations, support, development:
Total Operations, support, development 76,464
General & Administrative
Total General & Administrative 299,573
Total Operating expenses 635,682
Income from operations (563,937)
Income or (Loss) from investments (16,197)
Earnings before interest and taxes (580,134)
INTEREST EXPENSES (INCOME):
Net Interest expense (income) 3,205
Net income before taxes (576,929)
TAXES:
Federal taxes -0-
State taxes -0-
Total taxes -0-
NET INCOME $ (576,929)
COSMOZ.COM, INC.
CONSOLIDATED STATEMENT OF CHANGES IN FINANCIAL POSITION
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1999
(UNAUDITED)
CASH PROVIDED BY (USED FOR):
OPERATIONS
Net loss for the period $ (576,929)
Items not involving cash:
Depreciation 3,761
Amortization 13,362
(559,806)
Adjustments to reconcile net loss
to net cash provided by operations:
Accounts receivable (47,959)
Loan receivable 303,125
Prepaid expenses and other assets (43,839)
Accounts payable and accrued liabilities 121,987
Deposits (270,600)
Net cash provided by Operating Activities (497,092)
INVESTING ACTIVITIES
Additions to capital assets (61,443)
Investments (480,000)
Net cash provided by Investing Activities (541,443)
Net cash decreased for period (1,038,535)
Cash at beginning of period 2,037,384
CASH AT END OF PERIOD $ 998,849
ITEM 8. CHANGE IN FISCAL YEAR
Not applicable. The Company has a fiscal year ending on June 30.
EXHIBITS
2.1. Agreement and Plan of Reorganization between Cosmoz.com,
Inc. and Ivory Acquisition Corporation, dated January 5, 2000.
*3.1. Articles of Incorporation of Cosmoz.com, Inc.
*3.2. By-Laws of Cosmoz.com, Inc.
*27.1. Financial Data schedule.
_____
*To be filed by amendment
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this Current Report on Form 8-K
to be signed on its behalf by the undersigned hereunto duly authorized.
COSMOZ.COM,INC.
By /s/ Wilfred Shaw
Chairman and Chief
Operating Officer
Date: January 6, 2000
AGREEMENT AND PLAN OF REORGANIZATION ("Agreement") among
IVORY ACQUISITION CORPORATION, a Delaware corporation ("Ivory"),
COSMOZ.COM, INC., a Delaware corporation ("Cosmoz.com") and the
persons listed in Exhibit A hereof (collectively the
"Shareholders"), being the owners of record of all of the issued and
outstanding stock of Ivory.
Whereas, Cosmoz.com wishes to acquire and the Shareholders
wish to transfer all of the issued and outstanding securities of
Ivory in a transaction intended to qualify as a reorganization
within the meaning of Section 368(a)(1)(B) of the Internal Revenue
Code of 1986, as amended.
Now, therefore, Ivory, Cosmoz.com and the Shareholders adopt
this plan of reorganization and agree as follows:
2. EXCHANGE OF STOCK
2.1. NUMBER OF SHARES. The Shareholders agree to transfer
to Cosmoz.com at the Closing (defined below) the number of shares of
common stock of Ivory, $.001 par value per share, shown opposite
their names in Exhibit A, in an exchange for an aggregate of 250,000
shares of voting common stock of Cosmoz.com, $.001 par value per share.
2.2. EXCHANGE OF CERTIFICATES. Each holder of an
outstanding certificate or certificates theretofore representing
shares of Ivory common stock shall surrender such certificate(s) for
cancellation to Cosmoz.com, and shall receive in exchange a
certificate or certificates representing the number of full shares
of Cosmoz.com common stock into which the shares of Ivory common
stock represented by the certificate or certificates so surrendered
shall have been converted. The transfer of Ivory shares by the
Shareholders shall be effected by the delivery to Cosmoz.com at the
Closing of certificates representing the transferred shares endorsed
in blank or accompanied by stock powers executed in blank.
2.3. FRACTIONAL SHARES. Fractional shares of Cosmoz.com
common stock shall not be issued, but in lieu thereof Cosmoz.com
shall round up fractional shares to the next highest whole number.
2.4. FURTHER ASSURANCES. At the Closing and from time to
time thereafter, the Shareholders shall execute such additional
instruments and take such other action as Cosmoz.com may request in
order more effectively to sell, transfer, and assign the transferred
stock to Cosmoz.com and to confirm Cosmoz.com's title thereto.
3. RATIO OF EXCHANGE. The securities of Ivory owned by
the Shareholders, and the relative securities of Cosmoz.com for
which they will be exchanged, are set out opposite their names in
Exhibit A.
4. CLOSING.
4.1. TIME AND PLACE. The Closing contemplated herein
shall be held as soon as possible at the offices of Cassidy &
Associates at 1504 R Street, NW, Washington, D.C. unless another
place or time is agreed upon in writing by the parties without
requiring the meeting of the parties hereof. All proceedings to be
taken and all documents to be executed at the Closing shall be
deemed to have been taken, delivered and executed simultaneously,
and no proceeding shall be deemed taken nor documents deemed
executed or delivered until all have been taken, delivered and
executed. The date of Closing may be accelerated or extended by
agreement of the parties.
4.2. FORM OF DOCUMENTS. Any copy, facsimile
telecommunication or other reliable reproduction of the writing or
transmission required by this Agreement or any signature required
thereon may be used in lieu of an original writing or transmission
or signature for any and all purposes for which the original could
be used, provided that such copy, facsimile telecommunication or
other reproduction shall be a complete reproduction of the entire
original writing or transmission or original signature.
5. UNEXCHANGED CERTIFICATES. Until surrendered, each
outstanding certificate that prior to the Closing represented Ivory
common stock shall be deemed for all purposes, other than the
payment of dividends or other distributions, to evidence ownership
of the number of shares of Cosmoz.com common stock into which it was
converted. No dividend or other distribution shall be paid to the
holders of certificates of Ivory common stock until presented for
exchange at which time any outstanding dividends or other
distributions shall be paid.
6. REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS
The Shareholders, individually and separately, represent and
warrant as follows:
6.1. TITLE TO SHARES. The Shareholders, and each of them,
are the owners, free and clear of any liens and encumbrances, of the
number of Ivory shares which are listed in the attached schedule and
which they have contracted to exchange.
6.2. LITIGATION. There is no litigation or proceeding
pending, or to any Shareholder's knowledge threatened, against or
relating to shares of Ivory held by the Shareholders.
7. REPRESENTATIONS AND WARRANTIES OF IVORY. Ivory
represents and warrants that:
7.1. CORPORATE ORGANIZATION AND GOOD STANDING. Ivory is a
corporation duly organized, validly existing, and in good standing
under the laws of the State of Delaware and is qualified to do
business as a foreign corporation in each jurisdiction, if any, in
which its property or business requires such qualification.
6.2. REPORTING COMPANY STATUS. Ivory has filed with the
Securities and Exchange Commission a registration statement on Form 10-SB
which became effective pursuant to the Securities Exchange Act of 1934 and
is a reporting company pursuant to Section12(g) thereunder.
6.3. REPORTING COMPANY FILINGS. Ivory has timely filed and
is current on all reports required to be filed by it pursuant to
Section 13 of the Securities Exchange Act of 1934.
6.4. CAPITALIZATION. Ivory's authorized capital stock
consists of 100,000,000 shares of Common Stock, $.0001 par value per
share, of which 5,000,000 shares are issued and outstanding, and
20,000,000 shares of Preferred Stock, $.0001 par value per share,
of which no shares are issued or outstanding.
6.5. ISSUED STOCK. All the outstanding shares of its
Common Stock are duly authorized and validly issued, fully paid and
non-assessable.
6.6. STOCK RIGHTS. Except as set out by schedule attached
hereto, there are no stock grants, options, rights, warrants or other
rights to purchase or obtain Ivory Common or Preferred Stock issued or
committed to be issued.
6.7. CORPORATE AUTHORITY. Ivory has all requisite
corporate power and authority to own, operate and lease its properties,
to carry on its business as it is now being conducted and to execute,
deliver, perform and conclude the transactions contemplated by this
Agreement and all other agreements and instruments related to this agreement.
6.8. AUTHORIZATION. Execution of this agreement has been
duly authorized and approved by Ivory 's board of directors.
6.9. SUBSIDIARIES. Except as set out by the schedule
attached hereto, Ivory has no subsidiaries.
6.10. FINANCIAL STATEMENTS. Ivory's financial statements
dated as of October 31, 1999 copies of which will have been delivered by
Ivory to Cosmoz.com prior to the Closing Date (the "Ivory Financial
Statements"), fairly present the financial condition of Ivory as of
the date therein and the results of its operations for the periods
then ended in conformity with generally accepted accounting
principles consistently applied.
6.11. ABSENCE OF UNDISCLOSED LIABILITIES. Except to the
extent reflected or reserved against in the Ivory Financial Statements,
Ivory did not have at that date any liabilities or obligations (secured,
unsecured, contingent, or otherwise) of a nature customarily
reflected in a corporate balance sheet prepared in accordance with
generally accepted accounting principles.
6.12. NO MATERIAL CHANGES. Except as set out by attached
schedule, there has been no material adverse change in the business,
properties, or financial condition of Ivory since the date of the Ivory
Financial Statements.
6.13. LITIGATION. Except as set out by attached schedule,
there is not, to the knowledge of Ivory , any pending, threatened, or
existing litigation, bankruptcy, criminal, civil, or regulatory
proceeding or investigation, threatened or contemplated against Ivory
or against any of its officers.
6.14. CONTRACTS. Except as set out by attached schedule,
Ivory is not a party to any material contract not in the ordinary course of
business that is to be performed in whole or in part at or after the
date of this agreement.
6.15. TITLE. Except as set out by attached schedule, Ivory
has good and marketable title to all the real property and good and
valid title to all other property included in the Ivory Financial
Statements. Except as set out in the balance sheet thereof, the
properties of Ivory are not subject to any mortgage, encumbrance, or
lien of any kind except minor encumbrances that do not materially interfere
with the use of the property in the conduct of the business of Ivory .
6.16. TAX RETURNS. Except as set out by attached schedule,
all required tax returns or federal, state, county, municipal, local,
foreign and other taxes and assessments have been properly prepared
and filed by Ivory for all years for which such returns are due unless
an extension for filing any such return has been filed. Any and all federal,
state, county, municipal, local, foreign and other taxes and
assessments, including any and all interest, penalties and additions
imposed with respect to such amounts have been paid or provided for.
The provisions for federal and state taxes reflected in the Ivory
Financial Statements are adequate to cover any such taxes that may
be assessed against Ivory in respect of its business and its
operations during the periods covered by the Ivory Financial
Statements and all prior periods.
6.17. NO VIOLATION. The Closing will not constitute or
result in a breach or default under any provision of any charter, bylaw,
indenture, mortgage, lease, or agreement, or any order, judgment,
decree, law, or regulation to which any property of Ivory is subject
or by which Ivory is bound.
8. REPRESENTATIONS AND WARRANTIES OF COSMOZ.COM.
Cosmoz.com represents and warrants that:
8.1. CORPORATE ORGANIZATION AND GOOD STANDING. Cosmoz.com
is a corporation duly organized, validly existing, and in good
standing under the laws of the State of Delaware and is qualified to
do business as a foreign corporation in each jurisdiction, if any,
in which its property or business requires such qualification.
8.2. CAPITALIZATION. Cosmoz.com's authorized capital
stock consists of 200,000,000 shares of Common Stock, $.001 par
value per share, of which 58,259,543 shares have been issued and are
outstanding, and 50,000,000 shares of Preferred Stock, $.001 par
value per share of which no shares have been issued and outstanding.
8.3. ISSUED STOCK. All the outstanding shares of its
Common Stock are duly authorized and validly issued, fully paid and
non-assessable.
8.4. STOCK RIGHTS. Except as set out by attached
schedule, there are no stock grants, options, rights, warrants or
other rights to purchase or obtain Cosmoz.com Common or Preferred
Stock issued or committed to be issued.
8.5. CORPORATE AUTHORITY. Cosmoz.com has all requisite
corporate power and authority to own, operate and lease its
properties, to carry on its business as it is now being conducted
and to execute, deliver, perform and conclude the transactions
contemplated by this Agreement and all other agreements and
instruments related to this agreement.
8.6. AUTHORIZATION. Execution of this agreement has been
duly authorized and approved by Cosmoz.com's board of directors.
8.7. SUBSIDIARIES. Cosmoz.com has five wholly owned
active and two inactive subsidiaries.
8.8. FINANCIAL STATEMENTS. Cosmoz.com's financial
statements dated as of September 30, 1999, copies of which will have
been delivered by Cosmoz.com to Ivory prior to the Closing Date (the
"Cosmoz.com Financial Statements"), fairly present the financial
condition of Cosmoz.com as of the date therein and the results of
its operations for the periods then ended in conformity with
generally accepted accounting principles consistently applied.
8.9. ABSENCE OF UNDISCLOSED LIABILITIES. Except to the
extent reflected or reserved against in the Cosmoz.com Financial
Statements, Cosmoz.com did not have at that date any liabilities or
obligations (secured, unsecured, contingent, or otherwise) of a
nature customarily reflected in a corporate balance sheet prepared
in accordance with generally accepted accounting principles.
8.10. NO MATERIAL CHANGES. Except as set out by attached
schedule, there has been no material adverse change in the business,
properties, or financial condition of Cosmoz.com since the date of
the Cosmoz.com Financial Statements.
8.11. LITIGATION. Except as set out by attached schedule,
there is not, to the knowledge of Cosmoz.com, any pending,
threatened, or existing litigation, bankruptcy, criminal, civil, or
regulatory proceeding or investigation, threatened or contemplated
against Cosmoz.com or against any of its officers.
8.12. CONTRACTS. Except as set out by attached schedule,
Cosmoz.com is not a party to any material contract not in the
ordinary course of business that is to be performed in whole or in
part at or after the date of this agreement.
8.13. TITLE. Except as set out by attached schedule,
Cosmoz.com has good and marketable title to all the real property
and good and valid title to all other property included in the
Cosmoz.com Financial Statements. Except as set out in the balance
sheet thereof, the properties of Cosmoz.com are not subject to any
mortgage, encumbrance, or lien of any kind except minor encumbrances
that do not materially interfere with the use of the property in the
conduct of the business of Cosmoz.com.
8.14. TAX RETURNS. Except as set out by attached schedule,
all required tax returns for federal, state, county, municipal,
local, foreign and other taxes and assessments have been properly
prepared and filed by Cosmoz.com for all years for which such
returns are due unless an extension for filing any such return has
been filed. Any and all federal, state, county, municipal, local,
foreign and other taxes and assessments, including any and all
interest, penalties and additions imposed with respect to such
amounts have been paid or provided for. The provisions for federal
and state taxes reflected in the Cosmoz.com Financial Statements are
adequate to cover any such taxes that may be assessed against
Cosmoz.com in respect of its business and its operations during the
periods covered by the Cosmoz.com Financial Statements and all prior
periods.
8.15. NO VIOLATION. The Closing will not constitute or
result in a breach or default under any provision of any charter,
bylaw, indenture, mortgage, lease, or agreement, or any order,
judgment, decree, law, or regulation to which any property of
Cosmoz.com is subject or by which Cosmoz.com is bound.
9. CONDUCT PENDING THE CLOSING
Ivory, Cosmoz.com and the Shareholders covenant that between
the date of this Agreement and the Closing as to each of them:
9.1. No change will be made in the charter documents,
by-laws, or other corporate documents of Ivory .
9.2. Ivory will use its best efforts to maintain and
preserve its business organization, employee relationships, and
goodwill intact, and will not enter into any material commitment
except in the ordinary course of business.
9.3. No change will be made in the charter documents,
by-laws, or other corporate documents of Cosmoz.com.
9.4. Cosmoz.com will use its best efforts to maintain and
preserve its business organization, employee relationships, and
goodwill intact, and will not enter into any material commitment
except in the ordinary course of business.
9.5. None of the Shareholders will sell, transfer, assign,
hypothecate, lien, or otherwise dispose or encumber the Ivory shares
of common stock owned by them.
10. CONDITIONS PRECEDENT TO OBLIGATION OF THE SHAREHOLDERS
The Shareholder's obligation to consummate this exchange
shall be subject to fulfillment on or before the Closing of each of
the following conditions, unless waived in writing by the
Shareholders as appropriate:
10.1. COSMOZ.COM'S REPRESENTATIONS AND WARRANTIES. The
representations and warranties of Cosmoz.com set forth herein shall
be true and correct at the Closing as though made at and as of that
date, except as affected by transactions contemplated hereby.
10.2. COSMOZ.COM'S COVENANTS. Cosmoz.com shall have
performed all covenants required by this Agreement to be performed
by it on or before the Closing.
10.3. BOARD OF DIRECTOR APPROVAL. This Agreement shall
have been approved by the Board of Directors of Cosmoz.com.
10.4. SUPPORTING DOCUMENTS OF COSMOZ.COM. Cosmoz.com shall
have delivered to the Shareholders supporting documents in form and
substance reasonably satisfactory to the Shareholders, to the effect
that:
(a) A good standing certificate from the jurisdiction of
Cosmoz.com's organization stating that Cosmoz.com is a corporation
duly organized, validly existing, and in good standing;
(b) Secretary's certificate stating that Cosmoz.com's
authorized capital stock is as set forth herein;
(c) Certified copies of the resolutions of the board of
directors of Cosmoz.com authorizing the execution of this Agreement
and the consummation hereof;
(d) Secretary's certificate of incumbency of the officers
and directors of Cosmoz.com;
(e) Cosmoz.com's Financial Statements; and
(f) Any document as may be specified herein or required
to satisfy the conditions, representations and warranties enumerated
elsewhere herein.
11. CONDITIONS PRECEDENT TO OBLIGATION OF COSMOZ.COM
Cosmoz.com's obligation to consummate this exchange shall be
subject to fulfillment on or before the Closing of each of the
following conditions, unless waived in writing by Cosmoz.com:
11.1. SHAREHOLDERS' REPRESENTATIONS AND WARRANTIES. The
representations and warranties of the Shareholders set forth herein
shall be true and correct at the Closing as though made at and as of
that date, except as affected by transactions contemplated hereby.
11.2. SHAREHOLDERS' COVENANTS. The Shareholders shall have
performed all covenants required by this Agreement to be performed
by them on or before the Closing.
11.3. IVORY'S REPRESENTATIONS AND WARRANTIES. The
representations and warranties of Ivory set forth herein shall be
true and correct at the Closing as though made at and as of that
date, except as affected by transactions contemplated hereby.
11.4. IVORY'S COVENANTS. Ivory shall have performed all
covenants required by this Agreement to be performed by them on or
before the Closing.
11.5. BOARD OF DIRECTOR APPROVAL. This Agreement shall
have been approved by the Board of Directors of Ivory .
11.6. SUPPORTING DOCUMENTS OF IVORY. Ivory shall have
delivered to the Shareholders supporting documents in form and
substance reasonably satisfactory to the Shareholders, to the effect
that:
(a) A good standing certificate from the jurisdiction of
Ivory's organization stating that Ivory is a corporation duly
organized, validly existing, and in good standing;
(b) Secretary's certificate stating that Ivory's
authorized capital stock is as set forth herein;
(c) Certified copies of the resolutions of the board of
directors of Ivory authorizing the execution of this Agreement and
the consummation hereof;
(d) Secretary's certificate of incumbency of the officers
and directors of Ivory ;
(e) Ivory's Financial Statements; and
(f) Any document as may be specified herein or required
to satisfy the conditions, representations and warranties enumerated
elsewhere herein.
12. SHAREHOLDER REPRESENTATIVE. The Shareholders hereby
irrevocably designate and appoint Cassidy & Associates, 1504 R
Street, N.W. Washington, District of Columbia 20009, as their agent
and attorney in fact (the "Shareholders' Representative") with full
power and authority until the Closing to execute, deliver, and
receive on their behalf all notices, requests, and other
communications hereunder; to fix and alter on their behalf the date,
time, and place of the Closing; to waive, amend, or modify any
provisions of this Agreement, and to take such other action on their
behalf in connection with this Agreement, the Closing, and the
transactions contemplated hereby as such agent or agents deem
appropriate; provided, however, that no such waiver, amendment, or
modification may be made if it would decrease the number of shares
to be issued to the Shareholders hereunder or increase the extent of
their obligation to indemnify Reorganization hereunder.
13. TERMINATION. This Agreement may be terminated (1) by
mutual consent in writing; (2) by any of the Shareholders,
Cosmoz.com or Ivory if there has been a material misrepresentation
or material breach of any warranty or covenant by any other party;
or (3) by any of the Shareholders, Cosmoz.com or Ivory if the
Closing shall not have taken place within 15 days following
execution of this Agreement, unless adjourned to a later date by
mutual consent in writing.
14. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The
representations and warranties of the Shareholders, Cosmoz.com and
Ivory set out herein shall survive the Closing.
15. ARBITRATION
15.1. SCOPE. The parties hereby agree that any and all
claims (except only for requests for injunctive or other equitable
relief) whether existing now, in the past or in the future as to
which the parties or any affiliates may be adverse parties, and
whether arising out of this agreement or from any other cause, will
be resolved by arbitration before the American Arbitration
Association within the District of Columbia.
15.2. CONSENT TO JURISDICTION, SITUS AND JUDGEMENT. The
parties hereby irrevocably consent to the jurisdiction of the
American Arbitration Association and the situs of the arbitration
(and any requests for injunctive or other equitable relief) within
the District of Columbia. Any award in arbitration may be entered
in any domestic or foreign court having jurisdiction over the
enforcement of such awards.
15.3. APPLICABLE LAW. The law applicable to the
arbitration and this agreement shall be that of the State of
Delaware, determined without regard to its provisions which would
otherwise apply to a question of conflict of laws.
15.4. DISCLOSURE AND DISCOVERY. The arbitrator may, in its
discretion, allow the parties to make reasonable disclosure and
discovery in regard to any matters which are the subject of the
arbitration and to compel compliance with such disclosure and
discovery order. The arbitrator may order the parties to comply
with all or any of the disclosure and discovery provisions of the
Federal Rules of Civil Procedure, as they then exist, as may be
modified by the arbitrator consistent with the desire to simplify
the conduct and minimize the expense of the arbitration.
15.5. RULES OF LAW. Regardless of any practices of
arbitration to the contrary, the arbitrator will apply the rules of
contract and other law of the jurisdiction whose law applies to the
arbitration so that the decision of the arbitrator will be, as much
as possible, the same as if the dispute had been determined by a
court of competent jurisdiction.
15.6. FINALITY AND FEES. Any award or decision by the
American Arbitration Association shall be final, binding and
non-appealable except as to errors of law or the failure of the
arbitrator to adhere to the arbitration provisions contained in this
agreement. Each party to the arbitration shall pay its own costs
and counsel fees except as specifically provided otherwise in this
agreement.
15.7. MEASURE OF DAMAGES. In any adverse action, the
parties shall restrict themselves to claims for compensatory damages
and\or securities issued or to be issued and no claims shall be made
by any party or affiliate for lost profits, punitive or multiple
damages.
15.8. COVENANT NOT TO SUE. The parties covenant that under
no conditions will any party or any affiliate file any action
against the other (except only requests for injunctive or other
equitable relief) in any forum other than before the American
Arbitration Association, and the parties agree that any such action,
if filed, shall be dismissed upon application and shall be referred
for arbitration hereunder with costs and attorney's fees to the
prevailing party.
15.9. INTENTION. It is the intention of the parties and
their affiliates that all disputes of any nature between them,
whenever arising, whether in regard to this agreement or any other
matter, from whatever cause, based on whatever law, rule or
regulation, whether statutory or common law, and however
characterized, be decided by arbitration as provided herein and that
no party or affiliate be required to litigate in any other forum any
disputes or other matters except for requests for injunctive or
equitable relief. This agreement shall be interpreted in
conformance with this stated intent of the parties and their
affiliates.
15.10. SURVIVAL. The provisions for arbitration contained
herein shall survive the termination of this agreement for any reason.
16. GENERAL PROVISIONS.
16.1. FURTHER ASSURANCES. From time to time, each party
will execute such additional instruments and take such actions as
may be reasonably required to carry out the intent and purposes of
this agreement.
16.2. WAIVER. Any failure on the part of either party
hereto to comply with any of its obligations, agreements, or
conditions hereunder may be waived in writing by the party to whom
such compliance is owed.
16.3. BROKERS. Each party agrees to indemnify and hold
harmless the other party against any fee, loss, or expense arising
out of claims by brokers or finders employed or alleged to have been
employed by the indemnifying party.
16.4. NOTICES. All notices and other communications
hereunder shall be in writing and shall be deemed to have been given
if delivered in person or sent by prepaid first-class certified
mail, return receipt requested, or recognized commercial courier
service, as follows:
If to Ivory, to:
Ivory Acquisition Corporation
1504 R Street, N.W.
Washington, D.C. 20009
If to Cosmoz.com, to:
Cosmoz.com, Inc.
55 Hawthorne Street, Suite 550
San Francisco, California 94105
If to the Shareholders, to:
Cassidy & Associates
1504 R Street, N.W.
Washington, D.C. 20009
16.5. GOVERNING LAW. This agreement shall be governed by
and construed and enforced in accordance with the laws of the State
of Delaware.
16.6. ASSIGNMENT. This agreement shall inure to the
benefit of, and be binding upon, the parties hereto and their
successors and assigns; provided, however, that any assignment by
either party of its rights under this agreement without the written
consent of the other party shall be void.
16.7. COUNTERPARTS. This agreement may be executed
simultaneously in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one
and the same instrument. Signatures sent by facsimile transmission
shall be deemed to be evidence of the original execution thereof.
16.8. EXCHANGE AGENT AND CLOSING DATE. The Exchange Agent
shall be the law firm of Cassidy & Associates, Washington, D.C. The
Closing shall take place upon the fulfillment by each party of all
the conditions of Closing required herein, but not later than 15
days following execution of this agreement unless extended by mutual
consent of the parties.
16.9. REVIEW OF AGREEMENT. Each party acknowledges that it
has had time to review this agreement and, as desired, consult with
counsel. In the interpretation of this agreement, no adverse
presumption shall be made against any party on the basis that it has
prepared, or participated in the preparation of, this agreement.
16.10. SCHEDULES. All schedules attached hereto, if any,
shall be acknowledged by each party by signature or initials thereon
and shall be dated.
16.11. EFFECTIVE DATE. This effective date of this
agreement shall be January 5, 2000.
SIGNATURE PAGE TO AGREEMENT AND PLAN OF REORGANIZATION
AMONG IVORY, COSMOZ.COM AND THE SHAREHOLDERS OF IVORY
IN WITNESS WHEREOF, the parties have executed this agreement.
IVORY ACQUISITION CORPORATION
By /s/ James M. Cassidy
COSMOZ.COM, INC.
By /s/ Wilfred Shaw, Chairman and CEO
THE SHAREHOLDERS OF IVORY ACQUISITION
CORPORATION:
TPG CAPITAL CORPORATION:
By /s/James M. Cassidy, President
Exhibit A
Number of Number of
Ivory Shares to Cosmoz shares
be exchanged to be exchanged Shareholder Address
5,000,000 250,000 TPG Capital Corporation
1504 R St. NW, Washington DC 20009
