<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DECEMBER 21, 1998
-----------------
(Date of earliest event reported)
ROYAL HOLDINGS SERVICES LTD.
(Exact Name of Registrant as Specified in Charter)
<TABLE>
<CAPTION>
NEVADA 28460-1997 88-0381259
------ ---------- ----------
<S> <C> <C>
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
</TABLE>
Attention: Ajmal Khan
c/o Robert Thomas
Platinum Securities International
22 Old Queen Street
London, SW1H9HW
(Address of Principal Executive Offices, Including Zip Code)
(44) 171-222-5061
-----------------
(Registrant's telephone number,
including area code)
ROYAL HOLDINGS SERVICES LTD.
<PAGE> 2
ROYAL HOLDINGS SERVICES LTD.
FORM 8-K
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
(a) On July 13, 1999, the purchasers acquired from Intrepid
International S.A. (the "Seller") 6,222,527 shares of the 6,859,781 total issued
and outstanding shares of capital stock of Royal Holdings Services Limited (the
"Company"), which represent approximately 90.71% of the issued and outstanding
capital stock of the Company. These shares of the Company's capital stock were
acquired for an aggregate purchase price of $150,000 cash which was paid from
personal funds of the purchasers. The transaction was consummated pursuant to a
Share Purchase Agreement, dated June 11, 1999 (the "Share Purchase Agreement").
In addition, upon consummation of the Share Purchase Agreement all of
the incumbent officers and directors resigned, and Ajmal Khan, Rex Lezard and
Satish Modi were elected as members of the Board of Directors, effective as of
the closing. Currently, all of the directors are designees of the purchasers.
Mr. Khan was subsequently elected as the President and Secretary of the
Company. Furthermore, the executive offices of the Company were moved from Dana
Point, California to London, England.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On December 21, 1998, the Company filed a Plan of Reorganization and
Spin-Off (the "Plan of Reorganization and Spin-off") with the Nevada Secretary
of State whereby the Company spun-off its newly-formed, wholly-owned subsidiary,
also known as North American Security & Fire, Inc. (the "Subsidiary"), and
distributed all of its business and assets to its shareholders by means of the
distribution of shares of the Subsidiary to the Company's shareholders pursuant
to a Majority Shareholder Action by both the Company and the Subsidiary. The
shares of the Subsidiary were distributed, share for share, to the shareholders
of the Company (the "Articles/Certificate of Share Exchange By Which American
Security & Fire Acquisitions, Inc. Shall Exchange With North American Security &
Fire, Inc."), which resulted in the shareholders holding equal amounts of shares
in each of the Company and the Subsidiary, independent of the other.
ITEM 5. OTHER EVENTS.
On December 21, 1998, pursuant to a Majority Shareholder Action and a
Resolution of the Company's Board of Directors, both dated December 21, 1998,
the Company filed a Plan of Reorganization and Spin-off with the Nevada
Secretary of State whereby the Company would spin-off the Subsidiary and change
the name of the Company to North American Security & Fire Acquisitions, Inc.
- 2 -
<PAGE> 3
On December 22, 1998, under the advice of special securities counsel to
the Company, the Board of Directors of the Company passed a resolution whereby
the Company deferred the spin-off. Consequently, on the same day, the Company
amended the Plan of Reorganization and Spin-off (the "First Amendment to Plan of
Reorganization and Spin-off") to delay the closing and extend the effective date
of the spin-off to on or before March 31, 1999. Furthermore, on December 22,
1998, the Company actually incorporated its wholly-owned subsidiary, North
American Security & Fire, Inc.
On or about March 10, 1999, the Company effected the closing of the
Plan of Reorganization and Spin-off by means of a written agreement pursuant to
the Amended Plan of Reorganization and Spin-off. Furthermore, pursuant to a
resolution of the Company's Board of Directors dated April 1, 1999, the Company
filed a Share Exchange Agreement (the "Certificate of Share Exchange By Which
North American Security & Fire Acquisitions, Inc. Shall Exchange With North
American Security & Fire, Inc.") and placed the business and assets of the
Company into the wholly-owned subsidiary, North American Security & Fire, Inc.
Subsequent to the closing of that transaction, North American Security & Fire,
Inc. continued its normal business activity of sales, installation, service and
monitoring of intrusion detection devices. The Company subsequently pursued
other business opportunities by way of acquisition or combination.
On June 9, 1999, pursuant to a resolution of the Company's Board of
Directors, the name of the Company was changed from North American Security &
Fire Acquisitions, Inc. to Royal Holdings Securities Ltd.
On June 11, 1999, pursuant to a Majority Shareholder Action and a
Resolution of the Company's Board of Directors, both dated June 11, 1999, the
Company approved changing its name from Royal Holdings Securities Ltd. to Royal
Holdings Services Ltd., authorized a 1.7 to 1 reverse split of the Company's
Common Stock, approved a change of control of the Company, removed the Members
of the Company's Board of Directors, and elected new Members of the Board of
Directors designated by the purchasers, effective immediately upon closing of
the Share Purchase Agreement, dated as of June 18, 1999, between the Company and
the Purchasers. Subsequent to the reverse split, the Company had 6,859,781
shares of Common Stock issued and outstanding.
On June 18, 1999, the Company entered into a Share Purchase Agreement
as described in Item 1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements.
Filed herewithin are the Consolidated Balance Sheets of Royal Holdings
Services Ltd. as of June 30, 1999 (unconsolidated) and December 31, 1998, the
related Consolidated Statements of Operations, Stockholders' Deficit and Cash
Flows for the years ended December 31, 1998 and 1997 and the six months ended
June 30, 1999 (unconsolidated), and the related Notes to the Consolidated
Financial Statements.
(c) Exhibits.
The Exhibits filed as a part of this report are listed on the Index to
Exhibits on page 4 of this report, which index is incorporated in this Item 7(c)
by reference.
- 3 -
<PAGE> 4
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: January 19, 2000 ROYAL HOLDINGS SERVICES LTD.
By: /s/ Ajmal Khan
---------------------------------
President
- 4 -
<PAGE> 5
ROYAL HOLDINGS SERVICES, LTD.
CONSOLIDATED FINANCIAL STATEMENTS
June 30, 1999 (unconsolidated)
and December 31, 1998
<PAGE> 6
CONTENTS
<TABLE>
<S> <C>
Independent Auditors' Report...................................................3
Balance Sheets.................................................................4
Statements of Operations.......................................................5
Statements of Stockholders' Equity.............................................6
Statements of Cash Flows.......................................................7
Notes to the Financial Statements..............................................8
</TABLE>
<PAGE> 7
[CROUCH, BIERWOLF & CHISHOLM LETTERHEAD]
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors and Stockholders of
Royal Holdings Services, Ltd.
We have audited the accompanying balance sheets of Royal Holdings Services, Ltd.
as of June 30, 1999 (unconsolidated) and December 31, 1998 (consolidated) and
the related statements of operations, stockholders' equity and cash flows for
the six months ended June 30, 1999 and 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 audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits 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 audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Royal Holdings Services, Ltd.
as of June 30, 1999 (unconsolidated) and the financial position of the Company
and subsidiaries as of December 31, 1998 (consolidated) and the results of its
operations and cash flows for the six months ended June 30, 1999 and for the
years ended December 3l, 1998 and 1997 in conformity with generally accepted
accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company has minimal assets and no operations and is
dependent upon financing to continue operations. These factors raise substantial
doubt about its ability to continue as a going concern. Management's plans in
regard to these matters are also described in the Note 2. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
/s/ CROUCH, BIERWOLF & CHISHOLM
Salt Lake City, Utah
October 6, 1999
<PAGE> 8
ROYAL HOLDINGS SERVICES, LTD.
Balance Sheets
<TABLE>
<CAPTION>
ASSETS
June 30, December 31,
1999 1998
---------------- --------------
(unconsolidated) (consolidated)
<S> <C> <C>
Current Assets
Cash $ -- $ 2,733
Certificate of Deposit -- 31,220
Accounts Receivable (Net of allowance) -- 29,146
Inventory -- 11,256
Notes Receivable - Related Party -- 40,000
---------- ----------
Total Current Assets -- 114,355
---------- ----------
Equipment
Office Equipment -- 10,394
Van -- 8,368
Less: Accumulated Depreciation -- (4,237)
---------- ----------
Total Equipment -- 14,525
---------- ----------
Other Assets
Organization Costs (Net of Amortization) 5,601 6,400
---------- ----------
Total Assets $ 5,601 $ 135,280
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts Payable $ -- $ 31,775
Accrued Expenses -- 9,728
Notes Payable -- 46,134
Notes Payable-Related Party -- 115,000
---------- ----------
Total Current Liabilities -- 202,637
---------- ----------
Stockholders' Equity
Common Stock, authorized
50,000,000 shares of $.001 par value, issued and
outstanding 11,661,628 and 11,145,000 shares,
respectively 11,662 11,145
Additional Paid in Capital 362,501 311,355
Retained Earnings (368,512) (229,986)
Minority Interest -- (159,821)
Less: Subscription receivable (50) (50)
---------- ----------
Total Stockholders' Equity 5,601 (67,357)
---------- ----------
Total Liabilities and Stockholders' Equity $ 5,601 $ 135,280
========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements
4
<PAGE> 9
ROYAL HOLDINGS SERVICES, LTD.
Statements of Operations
<TABLE>
<CAPTION>
For the
Six Months
Ended For the Year Ended
June 30, December 31,
1999 1998 1997
---------------- ---------------- --------------
(unconsolidated) (consolidated) (consolidated)
Revenues:
<S> <C> <C> <C>
Sales $ -- $ 139,353 $ --
Cost of Sales -- (67,221) --
-------------- -------------- --------------
Gross Profit -- 72,132 --
-------------- -------------- --------------
Expenses:
General & Administrative (52,557) (460,155) --
-------------- -------------- --------------
Total Expenses (52,557) (460,155) --
-------------- -------------- --------------
Other Income (Expense)
Loss on Spin-Off (181,369) -- --
Interest Income -- 1,220 --
Interest Expense -- (3,004) --
-------------- -------------- --------------
Total Other Income (Expenses) (181,369) (1,784) --
-------------- -------------- --------------
Minority Interest 21,548 159,821 --
Net (Loss) $ (212,378) $ (229,986) $ --
============== ============== ==============
Net Loss Per Share $ (0.019) $ (0.023) $ (0.00)
============== ============== ==============
Weighted average shares outstanding $ 11,345,000 $ 10,096,667 $ 8,000,000
============== ============== ==============
</TABLE>
The accompanying notes are an integral part of these financial statements
5
<PAGE> 10
ROYAL HOLDINGS SERVICES, LTD.
Statement of Stockholders' Equity
<TABLE>
<CAPTION>
Additional
Paid-in
Capital
Common Stock (Discount on Retained Minority
Shares Amount Stock) Earnings Interest
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Balance at inception-
December 17, 1997 -- $ -- $ -- $ -- $ --
Shares issued for organizational costs 8,000,000 8,000 -- -- --
Net loss December 31, 1997 -- -- -- -- --
------------ ------------ ------------ ------------ ------------
Balance, December 31, 1997 8,000,000 8,000 -- -- --
May 1, 1998 - issued at $.10
per share for services 595,000 595 58,905 -- --
May 1, 1998 - issued at $.10
per share for cash 2,550,000 2,550 252,450 -- --
Net loss December 31, 1998 -- -- -- (229,986) (159,821)
------------ ------------ ------------ ------------ ------------
Balance, December 31, 1998 11,145,000 11,145 311,355 (229,986) (159,821)
January 22, 1999 - issued at $.10
per share for services 400,000 400 39,600 -- --
March 15, 1999 - issued at $.10
per share for services 116,628 117 11,546 -- --
Spin-off adjustment (Note 5) -- -- -- 73,852 159,821
Net loss for the six months
ended June 30, 1999 -- -- -- (212,378) --
------------ ------------ ------------ ------------ ------------
Balance, June 30, 1999
(unconsolidated) 11,661,628 $ 11,662 $ 362,501 $ (368,512) $ --
============ ============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements
6
<PAGE> 11
ROYAL HOLDINGS SERVICES, LTD.
Statement of Cash Flows
<TABLE>
<CAPTION>
For the
Six Months
Ended For the Years Ended
June 30, December 31,
1999 1998 1997
---------------- ------------ ------------
(unconsolidated)
<S> <C> <C> <C>
Cash Flows from Operating Activities
Net loss $ (212,378) $ (229,986) $ --
Adjustments to reconcile net loss to net cash
provided by operations
Depreciation -- 4,237 --
Amortization 799 1,600 --
Minority Interest (21,548) (159,821) --
Increase in accounts receivable -- (29,146) --
Increase in inventory -- (11,256) --
Increase in accounts payable and accruals -- 41,503 --
Shares issued for services 51,663 59,500 --
Bad Debt 181,369 -- --
------------ ------------ ------------
Net Cash Flows used in Operating Activities (95) (323,369) --
------------ ------------ ------------
Cash Flows from Investment Activities:
Notes receivable-related party -- (40,000) --
Purchase of equipment -- (18,762) --
------------ ------------ ------------
Net Cash Flows (used) in Investing Activities -- (58,762) --
------------ ------------ ------------
Cash Flows from Financing Activities:
Issuance of common stock -- 255,000 --
Subscription receivable -- (50) --
Net proceeds (payments) on notes payable -- 46,134 --
Net proceeds from notes receivable-related party -- 115,000 --
------------ ------------ ------------
Net Cash Flows provided (used) by
Financing Activities -- 416,084 --
------------ ------------ ------------
Net increase (decrease) in cash (95) 33,953 --
Cash, beginning of period 95 -- --
------------ ------------ ------------
Cash, end of period $ -- $ 33,953 $ --
============ ============ ============
Supplemental Cash Flow Information
Cash Paid for:
Interest $ -- $ 2,092 $ --
Taxes $ -- $ -- $ --
</TABLE>
The accompanying notes are an integral part of these financial statements
7
<PAGE> 12
ROYAL HOLDINGS SERVICES, LTD.
Notes to The Financial Statements
June 30, 1999 (unconsolidated) and December 31, 1998 (consolidated)
NOTE 1 - Summary of Significant Accounting Policies
a. Organization
Royal Holdings Services, Ltd., ("the Company") is a Nevada corporation
organized as North American Security & Fire, Inc. on December 17, 1997. On
December 21, 1998, the Company's name was changed to North American
Security & Fire Acquisitions, Inc. On June 11, 1999, the Company changed
its name to Royal Holdings Services, Ltd. The Company and its subsidiary
are in the business of sales, installation, service and monitoring of all
types of intrusion detection (burglar), fire detection, access control,
CCTV utilizing badge imaging and other low-voltage security or home
automation systems.
b. Consolidation
The consolidated December 31, 1998 financial statements include the
accounts of Royal Holdings Services, Ltd. (formerly North American Security
& Fire Acquisition, Inc.) and its wholly owned subsidiary, North American
Security & Fire, Inc., which owns 59 percent of American Security & Fire,
Inc. a Utah corporation.
c. Accounting Method
The Company recognizes income and expenses on the accrual basis of
accounting.
d. Earnings (Loss) Per Share
The computation of earnings per share of common stock is based on the
weighted average number of shares outstanding at the date of the financial
statements.
e. Cash and Cash Equivalents
The Company considers all highly liquid investments with maturities of
three months or less to be cash equivalents.
f. Inventory
Inventory is valued at the lower of cost or market and consists
primarily of electronic components.
g. Equipment
Equipment is carried at cost and depreciated over the estimated useful
life by the straight-line method.
h. Provision for Income Taxes
No provision for income taxes has been recorded due to interim net
operating losses totaling approximately $368,512 at June 30, 1999. Since
the Company is in the development stage and this is at interim, no
provision for income taxes has been made.
8
<PAGE> 13
ROYAL HOLDINGS SERVICES, LTD.
Notes to the Financial Statements
June 30, 1999, December 31, 1998 and 1997
NOTE 1 - Summary of Significant Accounting Policies (continued)
h. Provision for Income Taxes (continued)
Deferred tax assets and the valuation account is as follows at June
30, 1999 and December 31, 1998.
<TABLE>
<CAPTION>
June 30, December 31,
1999 1998
---------- ------------
<S> <C> <C>
Deferred tax asset:
NOL carryforward $ 125,294 $ 132,534
Valuation allowance (125,294) (132,534)
---------- ----------
Total $ -- $ --
========== ==========
</TABLE>
i. Organization Costs
During 1997, $8,000 of organization costs were paid by shareholders of
the Company. The shareholders were reimbursed by the Company through the
issuance of 8,000,000 shares of common stock valued at $8,000. These costs
are being amortized over a sixty month period on a straight line basis.
These costs will be recovered only if the Company is able to generate
taxable income.
NOTE 2 - Going Concern
The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. The Company is dependent upon
raising capital to continue operations. The financial statements do not
include any adjustments that might result from the outcome of this
uncertainty. It is management's plan to spin off its fire & security
operations and find an operating company to merge with.
NOTE 3 - Common Stock
During 1998, 30,000 shares of common stock were issued for services.
Subsequently, these shares were returned to the Company and retired. The
financial statements have been retroactively restated.
The May 1, 1998 issuance of 2,550,000 shares of common stock were
issued with one warrant per share valid for the purchase of one share of
common stock at an exercise price of $.50. The warrants are exercisable at
any time up to eighteen months after the date of the offering and they may
be called at any time, with 30 days notice by the Company at a price of
$.001.
NOTE 4 - Subscriptions Receivable
As of June 30, 1999, $254,950 has been received for issuance of 2,550,000
shares of common stock, leaving a subscription receivable of $50.
NOTE 5 - Related Party Transactions
During 1999 and 1998, $10,000 and $123,000, respectively, was paid in
consulting fees to shareholders and officers of the Company. Also during
1999 and 1998, $950 and $115,000, respectively, was received from related
companies and is considered a current liability with no provision for
interest. During 1998, $40,000 was loaned to a related company and is
considered a current asset with no provision for interest. These
receivables and payables were transferred in the subsidiary spin-off and no
asset or liability exists at June 30, 1999.
9
<PAGE> 14
ROYAL HOLDINGS SERVICES, LTD.
Notes to the Financial Statements
June 30, 1999, December 31, 1998 and 1997
NOTE 6 - Spin Off Subsidiary
In March 1999, Royal Holdings Services, Ltd. (formerly North American
Security & Fire Acquisitions, Inc.) (the parent) and North American
Security & Fire, Inc. (the subsidiary) were reorganized, such that the
subsidiary acquired all the assets and business of the parent, and
subsequently spun-off and distributed ownership of its subsidiary to the
parent shareholders, share for share. The June 30, 1999 unconsolidated
financial statements include only the activity of the parent subsequent to
the spin off.
10
<PAGE> 15
INDEX TO EXHIBITS
-----------------
2.1 First Amendment to the NASFA Share Purchase Agreement Among Gampadona
Limited, Odadale Portfolio, Inc., Boshof Holding, Inc., Sebira
Financial, Inc., Cumbrian Trading, Ltd., Rex Lezard, Joel Dumarsq,
Ajmal Khan, Jim Beadle, Kristof Kossuth, John Devries, Kurt Dalmata, G.
Brian Longpre, North American Security & Fire Acquisitions, Inc., and
Intrepid International S.A., dated June 29, 1999.
2.2 Share Purchase Agreement among Gampadona Limited, Odadale Portfolio,
Inc., Boshof Holding, Inc., Sebira Financial, Inc., Cumbrian Trading
Limited, Rex Lezard, Joel Dumaresq, Ajmal Khan, Jim Beadle, Kristof
Kossuth, John Devries, Kurt Dalmata, G. Brian Longpre, North American
Security & Fire Acquisitions, Inc., and Intrepid International, S.A.,
dated June 11, 1999.
2.3 Articles/Certificate of Share Exchange By Which North American Security
& Fire Acquisitions, Inc. Shall Exchange With North American Security &
Fire, Inc., dated April 1, 1999.
2.4 First Amendment To Plan Of Reorganization and Spin-Off By Which North
American Security & Fire, Inc. Shall Spin-Off North American Security &
Fire, Inc., dated December 22, 1998.
2.5 Plan of Reorganization and Spin-Off By Which North American Security &
Fire, Inc. Shall Spin-Off North American Security & Fire, Inc., dated
December 21, 1998.
99.1 North American Security & Fire Acquisitions, Inc. Majority Shareholder
Action, dated June 11, 1999.
99.2 North American Security & Fire Acquisitions, Inc. Minutes of the Board
of Directors Meeting, dated June 11, 1999.
99.3 Amendment to Articles of Incorporation Of North American Security &
Fire Acquisitions, Inc., dated December 21, 1998, and filed June 9,
1999.
99.4 North American Security & Fire Acquisitions, Inc. Minutes of the Board
of Directors Meeting, dated April 1, 1999.
99.5 North American Security & Fire, Inc. Minutes of the Board of Directors
Meeting, dated December 22, 1998.
99.6 Amendment To Articles Of Incorporation Of North American Security &
Fire, Inc., dated December 21, 1998.
99.7 Consent To Use Of Similar Name By North American Security & Fire
Acquisitions, Inc. For North American Security & Fire, Inc., dated
December 21, 1998.
- 5 -
<PAGE> 16
99.8 Articles Of Incorporation Of North American Security & Fire, Inc.,
dated December 21, 1998.
99.9 North American Security & Fire, Inc., Minutes of the Board of Directors
Meeting, dated December 21, 1998.
99.10 North American Security & Fire, Inc. Minutes of Meeting Of Shareholders
and Certification And Tally of Voting of shares at the Meeting Of
Shareholders, dated December 21, 1998.
- 6 -
<PAGE> 1
EXHIBIT 2.1
FIRST AMENDMENT TO THE
NASFA SHARE PURCHASE AGREEMENT
THIS FIRST AMENDMENT TO THE NASFA SHARE PURCHASE AGREEMENT (this "First
Amendment"), dated as of June 29, 1999, is concluded among GAMPADONA LIMITED,
ODADALE PORTFOLIO, INC., BOSHOF HOLDING, INC., SEBIRA FINANCIAL, INC., CUMBRIAN
TRADING, LTD., REX LEZARD, JOEL DUMARESQ, AJMAL KHAN, JIM BREADLE, KRISTOF
KOSSUTH, JOHN DEVRIES, KURT DALMATA, G. BRIAN LONGPRE (collectively, the
"Buyers"), NORTH AMERICAN SECURITY & FIRE ACQUISITIONS, INC., a Nevada
corporation ("NASFA"), and INTREPID INTERNATIONAL S.A. (the "Seller"). The
Buyers, NASFA and the Seller are referred to collectively herein as the
"Parties."
WHEREAS, the Parties have entered into that certain NASFA Share
Purchase Agreement (the "Agreement") dated effective June 11, 1999, whereby each
of the Buyers agreed to purchase a certain number of shares of NASFA Common
Stock (the "NASFA Shares") from the Seller as set forth in Exhibit A to the
Agreement, subject to certain conditions set forth in the Agreement; and
WHEREAS, the Parties have discovered and desire to correct an error in
Exhibit A to the Agreement regarding the number of NASFA Shares each Buyer is to
purchase.
NOW, THEREFORE, in consideration of the premises, mutual covenants and
agreements contained herein and in the Agreement, and for other good and
valuable consideration, the adequacy of which is hereby acknowledged, the
Parties hereby agree as follows:
1. Amended Exhibit A. Exhibit A to the Agreement, and references
to Exhibit A in the Agreement, are deleted and substituted by
the Amended Exhibit A, a copy of which is attached hereto and
incorporated into the Agreement by reference.
2. Entire Agreement. The first sentence of Section 11.1 of the
Agreement is amended to state as follows: "This Agreement and
that certain First Amendment to the NASFA Share Purchase
Agreement, dated as of June 29, 1999, shall constitute the
entire agreement between the parties hereto and supersedes all
prior agreements and understandings, oral and written, between
the parties hereto with respect to the subject matter hereof."
3. Facsimile Signatures; Counterparts. Facsimile signatures
appearing hereon shall be deemed an original, and this
document may be executed simultaneously with two or more
counterparts, each of which shall be deemed an original and
all of which together shall constitute one and the same
instrument.
4. Ratification. As amended by this First Amendment, the
Agreement shall continue in full force and effect in
accordance with its terms and provisions.
<PAGE> 2
IN WITNESS WHEREOF, the parties hereto have executed this First
Amendment as of the date first above written.
GAMPADONA LIMITED
/s/ Corporate Board Limited
- ---------------------------------------- -----------------------------------
as Director
CUMBRIAN TRADING LTD.
/s/ First Executive Directors, Inc.
- ---------------------------------------- -----------------------------------
By: First Company Directors, Inc.
SEBIRA FINANCIAL, INC., Belize
/s/ Naim E. Musa /s/ Esther N. Aguet
- ---------------------------------------- -----------------------------------
NAIM E. MUSA ESTHER N. AGUET
Director Director
ODADALE PORTFOLIO, INC., Bahamas
/s/ Marie McDonald /s/ Pachridee Hanna
- ---------------------------------------- -----------------------------------
MARIE McDONALD PACHRIDEE HANNA
Chairman Secretary
BOSHOF HOLDING INC., Panama
/s/ Aida May Biggs /s/ Adelina M. De Estribi
- ---------------------------------------- -----------------------------------
AIDA MAY BIGGS ADELINA M. DE ESTRIBI
Director Director
2
<PAGE> 3
/s/ Rex Lezard /s/ Joel Dumaresq
- ---------------------------------------- -----------------------------------
REX LEZARD JOEL DUMARESQ
/s/ Ajmal Khan /s/ Jim Beadle
- ---------------------------------------- -----------------------------------
AJMAL KHAN JIM BEADLE
/s/ Kristof Kossuth /s/ John Devries
- ---------------------------------------- -----------------------------------
KRISTOF KOSSUTH JOHN DEVRIES
/s/ Kurt Dalmata /s/ G. Brian Longpre
- ---------------------------------------- -----------------------------------
KURT DALMATA G. BRIAN LONGPRE
NORTH AMERICAN SECURITY & FIRE ACQUISITIONS, INC.
/s/ Kirt W. James
- ----------------------------------------
KIRT W. JAMES
President
INTREPID INTERNATIONAL S.A.
/s/ J. Dan Sifford
- ----------------------------------------
J. DAN SIFFORD
United States Managing Partner
3
<PAGE> 4
AMENDED EXHIBIT A
LIST OF BUYERS
<TABLE>
<CAPTION>
Name and Address No. of NASFA Shares Amount
- ---------------- ------------------- ------
<S> <C> <C>
GAMPADONA LIMITED 612,000 $14,758.00
Trust House
112, Bonadie Street
Kingstown
Saint Vincent, W.I.
ODADALE PORTFOLIO, INC. 579,000 $13,957.00
50 Shirley Street
P. O. Box CB - 13937
Nassau
Bahamas
BOSHOF HOLDING, INC. 569,000 $13,716.00
c/o Morgan y Morgan
53rd Street
Urbanizacion Obarrio
Swiss Tower, 16th Floor
Panama
Republic of Panama
SEBIRA FINANCIAL, INC. 580,000 $13,981.00
Jasmin Court
35 A Regent Street
P. O. Box 1777
Belize City
Belize
CUMBRIAN TRADING LTD. 560,000 $13,499.00
Lake Building, 1st Floor
Wickhams Cay 1
P. O. Box 3152
Road Town
Tortola
British Virgin Islands
</TABLE>
A-1
<PAGE> 5
<TABLE>
<CAPTION>
Name and Address No. of NASFA Shares Amount
- ---------------- ------------------- ------
<S> <C> <C>
REX LEZARD 100,000 $2,410.00
#7 Orchard Hill
Windlesham, Surrey
GU 206 DB
JOEL DUMARESQ 400,000 $9,642.00
3505 W. 15th Ave.
Vancouver, B.C.
Canada
V6R 2Z3
AJMAL KHAN 400,000 $9,642.00
1177 West Hastings Street, Ste. 2000
Vancouver, B.C.
Canada
V6E 2K3
JIM BEADLE 50,000 $1,205.00
1177 West Hastings Street, Suite 1710
Vancouver, B.C.
Canada
V6E 2K3
KRISTOF KOSSUTH 564,000 $13,595.00
Hohenstafsenstrasse
#32 10799
Berlin
Germany
JOHN DEVRIES 590,000 $14,222.00
Box 178
Grande Turk
Turks & Caicos Islands
B.W.I.
</TABLE>
A-2
<PAGE> 6
<TABLE>
<CAPTION>
Name and Address No. of NASFA Shares Amount
- ---------------- ------------------- ------
<S> <C> <C>
KURT DALMATA 576,890 $13,906.00
Corporate Consulting Group
Lavaterstrasse 45
Zurich
Switzerland
G. BRIAN LONGPRE 641,637 $15,467.00
Synergy International
East Bay Centre
Suite B-66
P. O. Box N-1836
Nassau, Bahamas
========= ========
TOTAL 6,222,527 $150,000
</TABLE>
A-3
<PAGE> 7
EXHIBIT B
SELLERS OF NASFA SHARES:
Intrepid International, S.A.
Exim International Enterprises, S.A.
Marshall Worldwide Limited, S.A.
Indiasa, S.A.
Overseas Aviation Corporation
B-1
<PAGE> 1
EXHIBIT 2.2
SHARE PURCHASE AGREEMENT
AMONG
GAMPADONA LIMITED, ODADALE PORTFOLIO, INC., BOSHOF HOLDING, INC.,
SEBIRA FINANCIAL, INC., CUMBRIAN TRADING LTD., REX LEZARD,
JOEL DUMARESQ, AJMAL KHAN, JIM BEADLE, KRISTOF KOSSUTH,
JOHN DEVRIES, KURT DALMATA, G. BRIAN LONGPRE,
NORTH AMERICAN SECURITY & FIRE ACQUISITIONS, INC.,
AND
INTREPID INTERNATIONAL, S.A.
JUNE 18, 1999
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<S> <C> <C>
ARTICLE I - SHARE PURCHASE........................................................................................1
Section 1.1 Share Purchase.........................................................................1
Section 1.2 Purchase Price.........................................................................1
Section 1.3 Closing................................................................................1
Section 1.4 Transactions at the Closing............................................................1
ARTICLE II - REPRESENTATIONS AND WARRANTIES OF THE SELLER.........................................................2
Section 2.1 Organization, Standing and Qualification...............................................2
Section 2.2 Capitalization.........................................................................2
Section 2.3 Validity of Stock and Tradeability.....................................................2
Section 2.4 Subsidiaries...........................................................................2
Section 2.5 Financial Statements...................................................................3
Section 2.6 No Material Changes....................................................................3
Section 2.7 Business, Operations and Properties....................................................3
Section 2.8 Authorization; Approvals...............................................................3
Section 2.9 No Conflict with Other Instruments.....................................................3
Section 2.10 Compliance with Law and Other Instruments..............................................4
Section 2.11 Taxes..................................................................................4
Section 2.12 Contracts and Promissory Notes.........................................................4
Section 2.13 Litigation.............................................................................4
Section 2.14 Fees and Commissions...................................................................4
Section 2.15 Interested Party Transactions..........................................................4
Section 2.16 ERISA..................................................................................5
Section 2.17 Environmental and Safety Laws..........................................................5
Section 2.18 SEC Reports............................................................................5
Section 2.19 Full Disclosure........................................................................5
ARTICLE III - REPRESENTATIONS AND WARRANTIES OF THE BUYERS........................................................5
Section 3.1 Corporate Authority and Legal Capacity.................................................5
Section 3.2 No Conflict with Other Instruments.....................................................5
Section 3.3 Investment Representations.............................................................5
Section 3.4 Fees and Commissions...................................................................6
Section 3.5 Authorization; Approvals...............................................................6
ARTICLE IV - COVENANTS OF THE SELLER AND NASFA....................................................................6
Section 4.1 Confidentiality........................................................................6
Section 4.2 NASFA's Filing Obligations.............................................................6
Section 4.3 Removal of Legend on Certificates Representing the NASFA Shares........................6
Section 4.4 Officers and Directors.................................................................7
Section 4.5 Access to Information..................................................................7
Section 4.6 Cooperation............................................................................7
Section 4.7 No New Agreements......................................................................7
</TABLE>
i
<PAGE> 3
<TABLE>
<S> <C> <C>
Section 4.8 Compensation...........................................................................7
Section 4.9 Indebtedness...........................................................................7
Section 4.10 No Securities Issued...................................................................7
Section 4.11 Repurchase; Dividends..................................................................7
ARTICLE V - COVENANTS OF THE BUYERS...............................................................................8
Section 5.1 Restrictions on Transfer...............................................................8
Section 5.2 Transfer Instructions..................................................................8
Section 5.3 Cooperation............................................................................8
ARTICLE VI - CONDITIONS TO THE CLOSING OF THE SELLER AND NASFA....................................................8
ARTICLE VII - CONDITIONS TO THE CLOSING OF THE BUYERS.............................................................9
ARTICLE VIII - SURVIVAL OF REPRESENTATIONS AND WARRANTIES AND INDEMNIFICATION....................................10
Section 8.1 Survival of Representations and Warranties............................................10
Section 8.2 Obligations of the Seller.............................................................10
Section 8.3 Obligations of the Buyers.............................................................10
Section 8.4 Notice of Loss or Asserted Liability..................................................11
Section 8.5 Opportunity to Contest................................................................11
ARTICLE IX - TERMINATION.........................................................................................11
Section 9.1 Termination of Agreement..............................................................11
Section 9.2 Termination of Obligations............................................................12
ARTICLE X - SELLER'S OPTION......................................................................................12
ARTICLE XI - MISCELLANEOUS.......................................................................................12
Section 11.1 Entire Agreement......................................................................12
Section 11.2 Survival of Representations and Warranties............................................12
Section 11.3 Notices...............................................................................13
Section 11.4 Amendments............................................................................14
Section 11.5 Waiver and Consent....................................................................14
Section 11.6 Successors and Assigns................................................................14
Section 11.7 Execution and Counterparts............................................................14
Section 11.8 No Third Party Beneficiaries..........................................................14
Section 11.9 Severability..........................................................................14
Section 11.10 GOVERNING LAW.........................................................................15
Exhibit A List of Buyers.......................................................................................A-1
Exhibit B Sellers of NASFA Shares..............................................................................B-1
</TABLE>
ii
<PAGE> 4
SHARE PURCHASE AGREEMENT
This SHARE PURCHASE AGREEMENT, dated as of June 11, 1999, among
GAMPADONA LIMITED, ODADALE PORTFOLIO, INC., BOSHOF HOLDING, INC., SEBIRA
FINANCIAL, INC., CUMBRIAN TRADING LTD., REX LEZARD, JOEL DUMARESQ, AJMAL KHAN,
JIM BREADLE, KRISTOF KOSSUTH, JOHN DEVRIES, KURT DALMATA, G. BRIAN LONGPRE
(collectively, the "Buyers"), NORTH AMERICAN SECURITY & FIRE ACQUISITIONS, INC.,
a Nevada corporation ("NASFA"), and INTREPID INTERNATIONAL S.A. (the "Seller").
WHEREAS, the Seller owns or represents 11,003,296 shares of the
11,661,628 total issued and outstanding shares of capital stock of NASFA.
WHEREAS, the Seller desires to sell to the Buyers and the Buyers desire
to purchase from the Seller part of the shares owned or represented by the
Seller upon the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises, mutual covenants and
agreements hereinafter contained and for other good and valuable consideration,
the Parties hereby agree as follows:
ARTICLE I - SHARE PURCHASE
Section 1.1 Share Purchase. Subject to the terms and provisions of this
Agreement, at the Closing (as hereinafter defined), the Buyers shall acquire
from the Seller an aggregate of 6,222,527 shares (the "NASFA Shares") of NASFA's
Common Stock, US$0.001 par value (the "NASFA Common Stock"), which represent
approximately 90.71% of the issued and outstanding capital stock of NASFA.
Section 1.2 Purchase Price. Subject to the terms and conditions set
forth in this Agreement, and in consideration of the sale, assignment, transfer
and delivery of the NASFA Shares, the Buyers will pay by wire transfer in
immediately available funds to a bank account specified by the Seller in writing
to the Buyer, the amount of US$150,000 (the "Cash Purchase Price").
Section 1.3 Closing. The share purchase pursuant to Section 1.1 hereof
(the "Closing") shall take place by means of a telephone conference call and the
mutual exchange of documents by Federal Express. The telephone conference call
shall take place at 3 p.m., Dallas local time, on June 23, 1999 or at such other
time and date as may be agreed upon by the Buyers and the Seller (the "Closing
Date").
Section 1.4 Transactions at the Closing. At the Closing, the Buyers
shall deliver to the Seller evidence of a wire transfer to the bank account(s)
specified by the Seller in writing to the Buyers for the Cash Purchase Price,
against delivery by the Seller to the Buyers of certificates representing the
NASFA Shares, duly registered in the names of the Buyers, in the amount set
forth in Exhibit A to this Agreement, and bearing the restrictive legend set
forth in Section 5.1 hereof.
<PAGE> 5
At the Closing, the Buyers shall own beneficially and of record approximately
90.71% of the issued and outstanding capital stock of NASFA.
ARTICLE II - REPRESENTATIONS AND WARRANTIES OF THE SELLER
The Seller represents and warrants to the Buyers the following:
Section 2.1 Organization, Standing and Qualification. NASFA is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Nevada and has all requisite corporate power and authority to
own, lease and operate its property and assets and to conduct its business as
presently conducted and as proposed to be conducted by it. NASFA has all
requisite corporate power and authority to enter into and perform its
obligations under this Agreement and to carry out the transactions contemplated
hereby. NASFA is duly qualified to do business as a foreign corporation and is
in good standing in each jurisdiction in which the failure to so qualify would
have a material adverse effect on its assets, properties, condition (financial
or otherwise), operating results or business. Complete and correct copies of the
Articles of Incorporation and Bylaws of NASFA have been delivered to the Buyers.
Section 2.2 Capitalization. On the Closing Date, the authorized capital
stock of NASFA shall consist of 50,000,000 shares of Common Stock, US$0.001 par
value, of which 6,859,781 shares are issued and outstanding, after giving effect
to the reverse stock split described in Article VII, Section (g) hereof. There
are no shares reserved for issuance pursuant to outstanding options, warrants,
debentures and preferred stock as of the date hereof. The outstanding shares of
NASFA Common Stock are duly authorized and validly issued, fully paid and
nonassessable. Holders of shares of NASFA's capital stock have no preemptive
rights or rights of first refusal. There are (i) no outstanding warrants,
options, convertible securities or rights to subscribe for or purchase any
capital stock or other securities of NASFA, (ii) no agreements between
shareholders or otherwise that place restrictions on stock transfers, (iii) no
existing rights of security holders to require NASFA to register any securities
of NASFA or to participate with NASFA in any registration by NASFA of its
securities, (iv) no voting trusts or agreements, (v) to the best knowledge of
the Seller and NASFA, no agreements among stockholders providing for the
purchase or sale of NASFA's capital stock, and (vi) no obligations (contingent
or otherwise) of NASFA to purchase, redeem or otherwise acquire any shares of
its capital stock or any interest therein or to pay any dividend or make any
other distribution in respect thereof.
Section 2.3 Validity of Stock and Tradeability. NASFA Common Stock,
when issued, sold and delivered in accordance with the terms of this Agreement,
will be duly authorized and validly issued, fully paid and nonassessable, and
will be free of restrictions on transfer, other than restrictions on transfer
under applicable state and federal securities laws, and not subject to
preemptive rights. In accordance with the provisions of Rule 144(k) of the
Securities Exchange Act of 1933, as amended, the NASFA Shares will be freely
tradeable 90 days from the Closing Date.
Section 2.4 Subsidiaries. NASFA (i) does not own or control, directly
or indirectly, any corporation, partnership, association or business entity, and
(ii) is not a participant in any joint venture or partnership.
2
<PAGE> 6
Section 2.5 Financial Statements. The Seller has furnished the Buyers
with NASFA's unaudited financial statements for the fiscal years ended December
31, 1997 and December 31, 1998 (the "Financial Statements"). The Financial
Statements are true and correct in all material respects, are in accordance with
the books and records of NASFA and have been prepared in accordance with
generally accepted accounting principles ("GAAP") consistently applied, and
fairly and accurately present in all material respects the financial position of
NASFA as of such date and the results of its operations for the period then
ended. NASFA has no material liabilities, debts or obligations, whether accrued,
absolute or contingent, other than liabilities reflected or reserved for in the
Balance Sheet or disclosed in the notes to the Financial Statements. NASFA is
not a guarantor or indemnitor of any indebtedness of any other person, firm or
corporation.
Section 2.6 No Material Changes. Subsequent to January 1, 1999, there
has been no material adverse change or any fact known to the Seller or NASFA and
not disclosed in writing to the Buyers that could reasonably be expected to
result in a material adverse change in the business or financial condition of
NASFA, and there is no litigation or governmental proceeding to which NASFA is a
party or to which any property of NASFA is subject or that is pending or, to the
knowledge of the Seller or NASFA, contemplated against NASFA that the Seller or
NASFA reasonably expects to result in any material adverse change in the
business or financial condition of NASFA.
Section 2.7 Business, Operations and Properties. NASFA has had no
business, operations or properties.
Section 2.8 Authorization; Approvals. All corporate action on the part
of NASFA and its stockholders necessary for the authorization, execution,
delivery and performance of all its obligations under this Agreement and for the
authorization, issuance and delivery of NASFA Shares being purchased under this
Agreement has been or will be taken prior to the Closing. The Seller has been
duly authorized by the entities listed in Exhibit B to this Agreement to sell
the NASFA Shares held by each entity. This Agreement, when executed and
delivered by or on behalf of NASFA and the Seller, shall constitute the valid
and binding obligation of NASFA and the Seller, enforceable against NASFA and
the Seller in accordance with its terms. NASFA and the Seller have obtained or
will obtain prior to the Closing Date all necessary consents, authorizations,
approvals and orders, and have made all registrations, qualifications,
designations, declarations or filings with all authorities required on the part
of NASFA and the Seller in connection with the consummation of the transactions
contemplated by this Agreement.
Section 2.9 No Conflict with Other Instruments. The execution, delivery
and performance of this Agreement will not result in any violation of, be in
conflict with, or constitute, with or without the passage of time or giving of
notice or both, a default under any terms or provisions of (i) the Articles of
Incorporation or Bylaws of NASFA or the Seller; (ii) any judgment, decree or
order of any court or government agency or body having jurisdiction over NASFA
or the Seller or their respective properties; (iii) any agreement, contract,
understanding, indenture or other instrument to which NASFA or the Seller is a
party or by which one or both of them is bound, the effect of which would have a
material adverse effect on the assets, properties, condition (financial or
otherwise), operating results or business of NASFA; or (iv) any statute, rule or
governmental regulation applicable to NASFA or the Seller.
3
<PAGE> 7
Section 2.10 Compliance with Law and Other Instruments. NASFA is not in
violation in any material respect of any provision of (i) its Articles of
Incorporation or its Bylaws, or (ii) any judgment, decree, order, statute, rule
or governmental regulation applicable to it, the violation of which would
materially and adversely affect the assets, properties, condition (financial or
otherwise), operating results or business of NASFA. NASFA is not in material
violation or material default in any material respect of any provision of any
mortgage, indenture, agreement, instrument or contract to which it is a party or
by which it is bound.
Section 2.11 Taxes. NASFA has accurately and timely filed all federal
income tax returns and all state and municipal tax returns that are required to
be filed by it and has paid or made adequate provision for the payment of all
amounts due pursuant to such returns. The federal income tax returns of NASFA
have not been audited by the Internal Revenue Service, and there are no waivers
in effect of the applicable statute of limitations for any period. No deficiency
assessment or proposed adjustment of federal income taxes or state or municipal
taxes of NASFA is pending, and neither NASFA nor the Seller has knowledge of any
proposed liability for any tax to be imposed.
Section 2.12 Contracts and Promissory Notes. NASFA is not a party to
any contract, lease, mortgage, notes, obligations or commitments. NASFA has no
employment or consulting contracts, deferred compensation agreements or bonus,
incentive, profit-sharing or pension plans.
Section 2.13 Litigation. There is no action, proceeding or governmental
inquiry or investigation pending or, to the best knowledge of NASFA and the
Seller, threatened against NASFA or any of its officers, directors or employees
(in their capacity as such) or any of NASFA's assets or properties before any
court, arbitration board or tribunal or administrative or other governmental
agency. NASFA is not a party or subject to the provisions of any order, writ,
injunction, judgment or decree of any court or governmental agency or
instrumentality. There is no action, suit or proceeding by NASFA currently
pending.
Section 2.14 Fees and Commissions. Neither NASFA nor the Buyers nor
their affiliates shall be liable for any fees payable to any finder, broker,
agent, financial advisor or other intermediary (collectively "Intermediary") in
connection with the transactions contemplated by this Agreement.
Section 2.15 Interested Party Transactions. Except as disclosed in its
SEC Filings, no executive officer or director of NASFA or holder of more than
five percent (5%) of the capital stock of NASFA or, to the best of NASFA's and
the Seller's knowledge, any "affiliate" or "associate" (as these terms are
defined in Rule 405 promulgated under the Securities Act) of any such person or
entity or NASFA has or has had, either directly or indirectly, (a) an interest
in any person or entity which (i) furnishes or sells services or products which
are furnished or sold or are proposed to be furnished or sold by NASFA, or (ii)
purchases from or sells or furnishes to NASFA any goods or services, or (b) a
beneficial interest in any material contract or agreement to which NASFA is a
party or by which it may be bound or affected. Except as disclosed in its SEC
Filings, there are no existing material arrangements or proposed material
transactions between NASFA and any officer, director or holder of more than five
percent (5%) of the capital stock of NASFA, or, to the best knowledge of NASFA
and the Seller, any affiliate or associate of any such person.
4
<PAGE> 8
Section 2.16 ERISA. NASFA does not maintain, sponsor, or contribute to
any program or arrangement that is an "employee pension benefit plan," an
"employee welfare benefit plan," or a "multi-employer plan", as those terms are
defined in Sections 3(2), 3(l), and 3(37) of the Employee Retirement Income
Security Act of 1974, as amended.
Section 2.17 Environmental and Safety Laws. To the best knowledge of
NASFA and the Seller, NASFA is not in violation of any applicable statute, law
or regulation relating to the environment or occupational health and safety, and
no material expenditures are or will be required in order to comply with any
such existing statute, law or regulation.
Section 2.18 SEC Reports. NASFA has filed all periodic reports with the
Securities and Exchange Commission (the "SEC") that it has been required to file
(the "SEC Filings"), all of which have complied in all material respects with
all applicable requirements of the Securities Act and the Securities Exchange
Act of 1934, as amended (the "Exchange Act"). As of their respective dates, each
of the SEC Filings, including, without limitation, any financial statements or
schedules included therein, did not contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein, in light of the circumstances under which they
were made, not misleading.
Section 2.19 Full Disclosure. The representations and warranties of the
Seller do not contain and will not contain, as of the date hereof and the
Closing Date, any untrue statement of a material fact or omission to state any
material fact necessary to keep the statements contained herein from being
misleading.
ARTICLE III - REPRESENTATIONS AND WARRANTIES OF THE BUYERS
Each of the Buyers represents and warrants to the Seller the following:
Section 3.1 Corporate Authority and Legal Capacity. Each of the Buyers
has all requisite corporate power and authority, or individual legal right and
capacity, to enter into and perform its obligations under this Agreement and to
carry out the transactions contemplated hereby.
Section 3.2 No Conflict with Other Instruments. The execution, delivery
and performance of this Agreement will not result in any violation of, be in
conflict with, or constitute, with or without the passage of time or giving of
notice or both, a default under any terms or provisions of (i) the Articles of
Incorporation or Bylaws of any Buyer; (ii) any judgment, decree or order of any
court or government agency or body having jurisdiction over any Buyer or their
respective properties; (iii) any agreement, contract, understanding, indenture
or other instrument to which any Buyer is a party or by which it is bound; or
(iv) any statute, rule or governmental regulation applicable to either any.
Section 3.3 Investment Representations. The Buyers are acquiring the
NASFA Shares for their own accounts, for investment purposes and not with a view
to, or for sale in connection with, any distribution of such shares.
5
<PAGE> 9
Section 3.4 Fees and Commissions. Neither the Buyers nor their
affiliates have incurred any fees payable to Intermediaries in connection with
the transactions contemplated by this Agreement.
Section 3.5 Authorization; Approvals. This Agreement, when executed and
delivered by or on behalf of the Buyers, shall constitute the valid and binding
obligation of the Buyers, enforceable against the Buyers in accordance with its
terms. The Buyers have obtained or will obtain prior to the Closing Date all
necessary consents, authorizations, approvals and orders, and have made all
registrations, qualifications, designations, declarations or filings with all
federal, state or other relevant governmental authorities required on the part
of the Buyers in connection with the consummation of the transactions
contemplated by this Agreement.
ARTICLE IV - COVENANTS OF THE SELLER AND NASFA
The Seller and NASFA hereby covenant and agree with the Buyers that:
Section 4.1 Confidentiality. The Seller and NASFA will maintain in
confidence and neither disclose to any third party nor make commercial use of
all or any part of any information disclosed by the Buyers in connection with
the transactions contemplated hereunder.
Section 4.2 NASFA's Filing Obligations. With a view to making available
the benefits of certain rules and regulations of the SEC which may at any time
permit the sale of any of the NASFA Shares which may be restricted as defined in
Rule 144 to the public without registration pursuant to the Securities Act,
NASFA agrees to use its best lawful efforts to:
(a) Make and keep public information available, as those terms
are understood and defined in Rule 144 at all times during which NASFA is
subject to the reporting requirements of the Exchange Act;
(b) File with the SEC in a timely manner all reports and other
documents required of NASFA under the Securities Act and the Exchange Act (at
all times during which NASFA is subject to such reporting requirements); and
(c) So long as the Buyers own any of the NASFA Shares and such
shares are restricted securities as defined in Rule 144, furnish to the Buyers
upon written request a written statement to NASFA as to its compliance with the
reporting requirements of Rule 144 and with regard to the Securities Act and the
Exchange Act (at all times during which NASFA is subject to such reporting
requirements), a copy of the most recent annual or quarterly report of NASFA and
such other reports and documents of NASFA and other information in the
possession of or reasonably obtainable by NASFA as the Buyers may reasonably
request in availing themselves of any rule or regulation of the SEC allowing the
Buyers to sell any of the NASFA Shares without registration pursuant to the
Securities Act.
Section 4.3 Removal of Legend on Certificates Representing the NASFA
Shares. NASFA shall promptly remove the legend on any certificates representing
the NASFA Shares once the provisions of the Securities Act are satisfied, upon
the written request of the Buyers. In addition,
6
<PAGE> 10
NASFA shall notify its transfer agent that any stop transfer instructions with
respect to the NASFA Shares have been rescinded.
Section 4.4 Officers and Directors. Promptly after the Closing, NASFA
will take such action as may be necessary to cause the officers and directors of
NASFA proposed by the Buyers to be elected and for all of its incumbent officers
and directors to resign, effective as of the Closing.
Section 4.5 Access to Information. From the date hereof to the Closing
Date, the Seller and NASFA will afford the Buyers reasonable access during
regular business hours to the books and records of NASFA and the opportunity to
ask questions of, and to receive answers from, NASFA and to obtain any
additional information, written and oral, to the extent the Seller, NASFA or any
of NASFA's agents, representatives, accountants or legal counsel has such
information or could acquire it without unreasonable effort or expense.
Section 4.6 Cooperation. Prior to the Closing, the Seller and NASFA
will cooperate with the Buyers in taking any and all actions or executing any
and all documents appropriate to consummate the transactions contemplated by
this Agreement.
Section 4.7 No New Agreements. Prior to the Closing, the Seller and
NASFA will not enter into any contracts, agreements, leases, mortgages,
instruments or promissory notes that could reasonably be expected to bound
NASFA, its business or its assets.
Section 4.8 Compensation. Prior to the Closing, NASFA will cancel and
terminate any bonus, incentive compensation, deferred compensation, profit
sharing, retirement, pension, group insurance, death benefit or other fringe
benefit plan, and any employment, compensation or consulting agreement or
arrangement.
Section 4.9 Indebtedness. Prior to the Closing, NASFA will not create,
incur, assume, guarantee or otherwise become liable with respect to any
indebtedness for money borrowed or voluntarily create, incur, assume or
guarantee any other indebtedness or obligation other than in the ordinary course
of business.
Section 4.10 No Securities Issued. Prior to the Closing, NASFA will not
issue any shares of its capital stock or enter into any contract or grant any
option, warrant or right calling for the issuance of any shares and will not
create any securities convertible into any such shares or convertible into
securities in turn so convertible or enter into any contract or grant any
option, warrant or right calling for the issuance of any such convertible
security.
Section 4.11 Repurchase; Dividends. Prior to the Closing, NASFA will
not redeem, repurchase or otherwise acquire any capital stock of NASFA or
declare or apply any dividend in cash, securities or other property.
7
<PAGE> 11
ARTICLE V - COVENANTS OF THE BUYERS
The Buyers hereby covenant and agree with the Seller and NASFA that:
Section 5.1 Restrictions on Transfer. The Buyers (a) will not offer,
sell, transfer, give, pledge, hypothecate or otherwise dispose of the NASFA
Common Stock, unless such offer, sale, transfer, gift, pledge, hypothecation or
other disposition is in compliance with the Securities Act and applicable state
securities laws, and (b) subject to the obligations of NASFA pursuant to Section
4.3 hereof, the certificate(s) representing the NASFA Shares shall bear a legend
stating in substance:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"ACT"), OR UNDER ANY APPLICABLE STATE SECURITIES LAWS AND ARE
"RESTRICTED SECURITIES" AS THAT TERM IS DEFINED IN RULE 144
UNDER THE ACT. NEITHER THE SHARES NOR ANY INTEREST THEREIN MAY
BE OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE
DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE ACT AND SUCH STATE SECURITIES LAWS OR AN
EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS.
Section 5.2 Transfer Instructions. NASFA may provide for appropriate
transfer instructions to implement the provisions of Section 5.1 hereof.
Section 5.3 Cooperation. Prior to the Closing, the Buyers will
cooperate with the Seller and NASFA in taking any and all actions or executing
any and all documents appropriate to consummate the transactions contemplated by
this Agreement.
ARTICLE VI - CONDITIONS TO THE CLOSING OF THE SELLER AND NASFA
The obligation of the Seller and NASFA on the Closing Date to sell,
transfer and assign to the Buyers the NASFA Shares and to perform the additional
covenants set forth in this Agreement shall be subject to each of the following
conditions precedent, any one or more of which may be waived by the Seller and
NASFA:
(a) Representations and Warranties. The representations and
warranties made by the Buyers herein shall be true and accurate in all material
respects on and as of the Closing Date as if made on the Closing Date.
(b) Performance. The Buyers shall have performed and complied
with all agreements and conditions contained herein required to be performed or
complied with by them prior to or at the Closing.
8
<PAGE> 12
(c) Consents. The Buyers shall have secured all permits,
consents and authorizations that shall be necessary or required lawfully to
consummate the transactions contemplated by this Agreement.
(d) Compliance Certificates. The Buyers shall have delivered
to the Seller and NASFA at the Closing certificates to the effect that all
conditions specified in Article VI, Sections (a) to (c) hereof, inclusive, have
been fulfilled.
(e) Proceedings and Documents. All corporate and other
proceedings in connection with the transactions contemplated by this Agreement
and all documents and instruments incident to such transactions shall be
reasonably satisfactory in substance and form to the Seller and NASFA.
ARTICLE VII - CONDITIONS TO THE CLOSING OF THE BUYERS
The obligation of the Buyers on the Closing Date to purchase the NASFA
Shares shall be subject to each of the following conditions precedent, any one
or more of which may be waived by the Buyers:
(a) Representations and Warranties. The representations and
warranties made by the Seller and NASFA herein shall be true and accurate in all
material respects on and as of the Closing Date as if made on the Closing Date.
(b) Performance. The Seller and NASFA shall have performed and
complied with all agreements and conditions contained herein and other documents
incident to the transactions contemplated by this Agreement required to be
performed or complied with by any of them prior to or at the Closing.
(c) Consents. The Seller and NASFA shall have secured all
permits, consents and authorizations that shall be necessary or required
lawfully to consummate the transactions contemplated by this Agreement.
(d) Compliance Certificates. The Seller and NASFA shall have
delivered to the Buyers or their representative at the Closing certificates to
the effect that all conditions specified in Article VII, Sections (a) to (c)
hereof, inclusive, have been fulfilled.
(e) Proceedings and Documents. All corporate and other
proceedings in connection with the transactions contemplated by this Agreement
and all documents and instruments incident to such transactions shall be
reasonably satisfactory in substance and form to the Buyers, and the Buyers
shall have received all such counterpart originals or certified or other copies
of such documents as the Buyers may reasonably request.
(f) Audited Financial Statements. The Seller and NASFA shall
have furnished the Buyers with NASFA's audited financial statements for the
fiscal years ended December 31, 1997 and December 31, 1998, and those financial
statements shall materially conform to the Financial Statements discussed in
Section 2.5 hereof with regards to preparation and contents.
9
<PAGE> 13
(g) Reverse Stock Split. NASFA shall have effected a reverse
stock split of the NASFA Common Stock at the ratio of 1.7 shares to 1 share.
(h) Corporate Name. The corporate name of NASFA shall have
been changed to Royal Holding Services Ltd.
(i) Cancellation of Indebtedness and Agreements. All
indebtedness and agreements of NASFA shall have been satisfied, discharged or
canceled, all agreements between NASFA and the Seller or its affiliates shall
have been terminated and all accrued compensation or other amounts payable shall
have been waived, and NASFA shall have delivered evidence thereof to the Buyers.
(j) Dissenters' Rights. No shareholders of NASFA shall have
exercised any dissenters' rights in connection with this Agreement.
(k) Corporate Documents, Stock Certificates and Stock Transfer
Records. NASFA's certified Articles of Incorporation, Bylaws, corporate minutes,
stock certificates and stock transfer records shall have been delivered to
counsel to the Buyers.
(l) Registration Rights Agreement. NASFA and the Buyers shall
have executed and delivered a Registration Rights Agreement.
ARTICLE VIII - SURVIVAL OF REPRESENTATIONS AND WARRANTIES AND
INDEMNIFICATION
Section 8.1 Survival of Representations and Warranties. All
representations, warranties, covenants, and agreements made or to be performed
by NASFA, the Seller or the Buyers pursuant to this Agreement will survive the
execution and delivery hereof and the Closing hereunder, and will thereafter
terminate and expire on the date which is two (2) years after the Closing, with
respect to any "General Claim" (as herein defined) which has not occurred or
arisen on or before such date. As used in this Agreement, "General Claim" means
any claim based upon, arising out of or otherwise related to any material
inaccuracy in any representation or warranty or any breach of any covenant or
agreement made by any of the parties in or pursuant to this Agreement.
Section 8.2 Obligations of the Seller. The Seller agrees to indemnify,
defend and hold the Buyers (and each of their beneficiaries, affiliates and
assigns) harmless from and against all losses, costs, deficiencies, damages,
consequential damages (including, but not limited to, interruptions of business
and costs of remedial actions), fines, penalties and liabilities incurred, and
all expenses (including, but not limited to reasonable attorneys' fees) arising
out of or otherwise related to any General Claim (collectively, "Losses," and
individually, a "Loss"), net of any insurance recovery actually received
relating to such Loss.
Section 8.3 Obligations of the Buyers. The Buyers agree to indemnify,
defend and hold the Seller (and each of its beneficiaries, affiliates and
assigns) harmless from and against all Losses, net of any insurance recovery
actually received relating to such Loss.
10
<PAGE> 14
Section 8.4 Notice of Loss or Asserted Liability. Promptly after (a)
becoming aware of circumstances that have resulted in a Loss for which any
indemnified party (the "Indemnitee") intends to seek indemnification, or (b)
receipt by the Indemnitee of written notice of any demand, claim or
circumstances which, with or without the lapse of time, the giving of notice or
both, would give rise to a claim or the commencement (or threatened
commencement) of any action, proceeding or investigation (an "Asserted
Liability") that may result in a Loss, the Indemnitee will give notice thereof
to any other party (or parties) obligated to provide indemnification (the
"Indemnifying Party").
Section 8.5 Opportunity to Contest. The Indemnifying Party may elect to
compromise or contest, at its own expense and by its own counsel, any Asserted
Liability. If the Indemnifying Party elects to compromise or contest such
Asserted Liability, it will within thirty (30) days after receiving notice of
the claim from Indemnitee (or sooner, if the nature of the Asserted Liability so
requires) notify the Indemnitee in writing of its intent to do so, and the
Indemnitee will cooperate, at the expense of the Indemnifying Party, in the
compromise or contest of such Asserted Liability. If the Indemnifying Party
elects not to compromise or contest the Asserted Liability, fails to so notify
the Indemnitee of its election as herein provided or contests its obligation to
indemnify under this Agreement, the Indemnitee (upon further notice to the
Indemnifying Party) will hereafter have the right to pay, compromise or contest
such Asserted Liability on behalf of and for the account and risk of the
Indemnifying Party, subject to the right of the Indemnifying Party to assume the
compromise or contest of such Asserted Liability at any time before final
settlement or determination thereof. In any event, the Indemnitee and the
Indemnifying Party may participate, at their own expense, in the contest of such
Asserted Liability. If the Indemnifying Party chooses to contest any Asserted
Liability, the Indemnitee will make available to the Indemnifying Party any
books, records or other documents within its control that are necessary or
appropriate for, will make its officers and employees available, on a basis
reasonably consistent with their other duties, in connection with, and will
otherwise cooperate with, such defense.
ARTICLE IX - TERMINATION
Section 9.1 Termination of Agreement. This Agreement may be terminated:
(a) Prior to the Closing, by the mutual written consent of the
parties;
(b) At the Closing, by the Buyers in writing, without
liability, if the Seller or NASFA (i) fails to perform in any material
respect any act required on or prior to the Closing, or (ii) materially
breaches any of its representations, warranties or covenants in this
Agreement;
(c) At the Closing, by the Seller in writing, without
liability, if the Buyers (i) fail to perform in any material respect
any act required on or prior to the Closing, or (ii) materially breach
any of their representations, warranties or covenants in this
Agreement; or
11
<PAGE> 15
(d) At any time, by any party in writing, without liability,
if any court or governmental or regulatory agency order, writ,
injunction, or decree prohibits or restrains any party from
consummating the transactions contemplated here.
(e) If the Closing does not occur by the Closing Date, by the
Seller or the Buyers.
Section 9.2 Termination of Obligations. Termination of this Agreement
pursuant to this Article will terminate all of the parties' obligations.
However, termination pursuant to Sections 9.1(b), (c) or (e) hereof will not
relieve a defaulting or breaching party from any liability to any other party.
Within fifteen (15) days after this Agreement is terminated, each party will,
upon written request from any other party, return all documents and copies
previously delivered to it or made in connection with this Agreement.
ARTICLE X - SELLER'S OPTION
The Parties to this Agreement recognize that an essential factor
motivating the Seller is NASFA's purchase of approximately 54% of the issued and
outstanding shares of Modiluft Ltd., an Indian company formed to carry out
domestic airline operations. Therefore, the Parties hereto expressly agree that
in the event NASFA does not purchase the shares of Modiluft Ltd. as currently
contemplated within one-hundred-twenty (120) days of the Closing Date, the
Seller shall have ten (10) days within which to provide the Buyers with notice
of its decision to exercise an option to repurchase the NASFA Shares from the
Buyers for the Cash Purchase Price (the "Option").
Should the Seller decide to exercise the Option, the Parties agree to
carry out the sale, assignment, transfer and delivery to the NASFA Shares from
the Buyers to the Seller in good faith and within thirty (30) days.
Should the Seller fail to provide each of the Buyers with notice of its
decision to exercise the Option within the ten (10) day time limit set forth
above, the Option shall automatically expire, with no obligation on the Buyers
to notify the Seller of such expiration, and the Seller shall be barred from
making further attempts to recover the NASFA Shares.
ARTICLE XI - MISCELLANEOUS
Section 11.1 Entire Agreement. This Agreement constitutes the entire
agreement between the parties hereto and supersedes all prior agreements and
understandings, oral and written, between the parties hereto with respect to the
subject matter hereof. No party shall be liable or bound to any other party in
any manner by any warranties, representation, or covenants except as
specifically set forth herein.
Section 11.2 Survival of Representations and Warranties. The
warranties, representations and covenants of the Buyers, the Seller and NASFA
contained in or made pursuant to this Agreement shall survive the execution and
delivery of this Agreement and the Closing.
12
<PAGE> 16
Section 11.3 Notices. All notices, requests, demands, consents and
other communications herein shall be in writing and shall be deemed, unless
otherwise specified herein, to have been duly given if personally delivered or
mailed, first-class certified mail, postage prepaid and return receipt requested
or sent by recognized overnight courier service or transmitted by telex or
facsimile, as follows:
(a) If to the Buyers:
Joel S. Dumaresq
#5-4360 Agar Drive
Richmond, British Columbia V78-1A3
Canada
Facsimile No. (604) 276-8377
with a copy to (which shall not constitute
effective notice to the Buyers):
Norman R. Miller, Esq.
L. Scott Brown, Esq.
Wolin, Ridley & Miller LLP
3100 Bank One Center
1717 Main Street
Dallas, Texas 75201
Facsimile No. (214) 939-4949
(b) If to NASFA or the Seller:
Kirt W. James
North American Security & Fire Acquisitions, Inc.
Intrepid International, S.A.
24843 Del Prado, Suite 318
Dana Point, California 92629
with a copy to (which shall not constitute
effective notice to NASFA or the Seller):
William Stocker, Esq.
34700 Pacific Coast Highway, Suite 303
Capistrano Beach, California 92624
Facsimile No. (949) 248-1688
13
<PAGE> 17
and
Karl E. Rodriguez, Esq.
The Security Centre
147 Carondelet Street, No. 1105
New Orleans, Louisiana 70130
Facsimile No. (504) 464-2643
or such other addresses as each of the parties hereto may provide from time to
time in writing to the party. For purposes of computing the time periods set
forth in this Section, the delivery date shall be deemed to be (i) three (3)
days after the date of mailing, (ii) the date personally delivered or sent by
telex or facsimile, or (iii) the business day after the date sent by recognized
overnight courier service.
Section 11.4 Amendments. Any term of this Agreement may be amended only
with the written consent of the parties hereto.
Section 11.5 Waiver and Consent. No action taken pursuant to this
Agreement, including any investigation by or on behalf of any party, shall be
deemed to constitute a waiver by the party taking such action of compliance with
any party hereto or a breach of any representations, warranties, covenants or
agreements contained herein. The waiver by any party hereto of a breach of any
provision of this Agreement shall not operate or be construed as a waiver of any
preceding or succeeding breach, and no failure by any party to exercise any
right or privilege hereunder shall be deemed a waiver of such party's rights or
privileges hereunder or shall be deemed a waiver of such party's rights to
exercise the same at any subsequent time or times hereunder.
Section 11.6 Successors and Assigns. Except as otherwise expressly
provided in this Agreement, all of the terms of this Agreement shall be binding
upon and inure to the benefit of and be enforceable by the respective successors
and assigns of the parties hereto.
Section 11.7 Execution and Counterparts. This Agreement may be executed
in any number of counterparts, each of which shall be deemed an original, and
all of which together shall constitute one instrument.
Section 11.8 No Third Party Beneficiaries. Except as otherwise
provided, this Agreement has been and is made solely for the benefit of and
shall be binding upon the Buyers, the Seller and NASFA, and no other person
shall acquire or have any rights under or by virtue of this Agreement.
Section 11.9 Severability. Any provision of this Agreement that is
prohibited, unenforceable or not authorized in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition,
unenforceability or lack of authorization without invalidating the remaining
provisions hereof or affecting the validity, unenforceability or legality of
such provision in any other jurisdiction.
14
<PAGE> 18
Section 11.10 GOVERNING LAW. THIS AGREEMENT AND THE LEGAL RELATIONS
AMONG THE PARTIES HERETO SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF TEXAS WITHOUT REGARD TO ITS CONFLICTS OF LAW DOCTRINE.
[INTENTIONALLY LEFT BLANK.]
15
<PAGE> 19
IN WITNESS WHEREOF, the parties hereto have executed this Agreement by
their duly authorized officers as of the date first above written.
GAMPADONA LIMITED
/s/ Corporate Board Limited
------------------------------------
as Director
ODADALE PORTFOLIO, INC., BAHAMAS
/s/ Marie McDonald /s/ Pachridee Hanna
------------------------------------ --------------------------
MARIE MCDONALD PACHRIDEE HANNA
Chairman Secretary
BOSHOF HOLDING, INC., PANAMA
/s/ Aida May Biggs /s/ Adelina M. De Estribi
------------------------------------ --------------------------
AIDA MAY BIGGS ADELINA M. DE ESTRIBI
Director Director
SEBIRA FINANCIAL, INC., BELIZE
/s/ Naim E. Musa /s/ Esther N. Aguet
------------------------------------ --------------------------
NAIM E. MUSA ESTHER N. AGUET
Director Director
CUMBRIAN TRADING LTD.
/s/ First Executive Directors, Inc.
------------------------------------
By: First Company Directors, Inc.
/s/ Rex Lezard
------------------------------------
REX LEZARD
/s/ Joel Dumaresq
------------------------------------
JOEL DUMARESQ
<PAGE> 20
/s/ Ajmal Khan
--------------------------------------------------
AJMAL KHAN
/s/ Jim Beadle
--------------------------------------------------
JIM BEADLE
/s/ Kristof Kossuth
--------------------------------------------------
KRISTOF KOSSUTH
/s/ John Devries
--------------------------------------------------
JOHN DEVRIES
/s/ Kurt Dalmata
--------------------------------------------------
KURT DALMATA
/s/ G. Brian Longpre
--------------------------------------------------
G. BRIAN LONGPRE
NORTH AMERICAN SECURITY & FIRE
ACQUISITIONS, INC.
/s/ Kirt W. James
--------------------------------------------------
By: KIRT W. JAMES, PRESIDENT
INTREPID INTERNATIONAL, S.A.
/s/ J. Dan Sifford
--------------------------------------------------
By: J. DAN SIFFORD, UNITED STATES MANAGING PARTNER
<PAGE> 21
EXHIBIT A
LIST OF BUYERS
<TABLE>
<CAPTION>
Name and Address No. of NASFA Shares Amount
- ---------------- ------------------- ------
<S> <C> <C>
GAMPADONA LIMITED 612,000 $14,758.00
Trust House
112, Bonadie Street
Kingstown
Saint Vincent, W.I.
ODADALE PORTFOLIO, INC. 579,000 $13,957.00
50 Shirley Street
P. O. Box CB - 13937
Nassau
Bahamas
BOSHOF HOLDING, INC. 569,000 $13,716.00
c/o Morgan y Morgan
53rd Street
Urbanizacion Obarrio
Swiss Tower, 16th Floor
Panama
Republic of Panama
SEBIRA FINANCIAL, INC. 580,000 $13,981.00
Jasmin Court
35 A Regent Street
P. O. Box 1777
Belize City
Belize
CUMBRIAN TRADING LTD. 560,000 $13,499.00
Lake Building, 1st Floor
Wickhams Cay 1
P. O. Box 3152
Road Town
Tortola
British Virgin Islands
</TABLE>
A-1
<PAGE> 22
<TABLE>
<CAPTION>
Name and Address No. of NASFA Shares Amount
- ---------------- ------------------- ------
<S> <C> <C>
REX LEZARD 100,000 $ 2,410.00
#7 Orchard Hill
Windlesham, Surrey
GU 206 DB
JOEL DUMARESQ 200,000 $ 4,821.00
3505 W. 15th Ave.
Vancouver, B.C.
Canada
V6R 2Z3
AJMAL KHAN 200,000 $ 4,821.00
1177 West Hastings Street, Ste. 2000
Vancouver, B.C.
Canada
V6E 2K3
JIM BEADLE 50,000 $ 1,205.00
1177 West Hastings Street, Suite 1710
Vancouver, B.C.
Canada
V6E 2K3
KRISTOF KOSSUTH 564,000 $13,595.00
Hohenstafsenstrasse
#32 10799
Berlin
Germany
JOHN DEVRIES 590,000 $14,222.00
Box 178
Grande Turk
Turks & Caicos Islands
B.W.I.
</TABLE>
A-2
<PAGE> 23
<TABLE>
<CAPTION>
Name and Address No. of NASFA Shares Amount
- ---------------- ------------------- ------
<S> <C> <C>
KURT DALMATA 776,890 $ 18,727.00
Corporate Consulting Group
Lavaterstrasse 45
Zurich
Switzerland
G. BRIAN LONGPRE 841,637 $ 20,288.00
Synergy International
East Bay Centre
Suite B-66
P. O. Box N-1836
Nassau, Bahamas
========= ===========
TOTAL 6,222,527 $ 150,000
</TABLE>
A-3
<PAGE> 24
EXHIBIT B
SELLERS OF NASFA SHARES:
Intrepid International, S.A.
Exim International Enterprises, S.A.
Marshall Worldwide Limited, S.A.
Indiasa, S.A.
Overseas Aviation Corporation
B-1
<PAGE> 1
EXHIBIT 2.3
[STAMP]
ARTICLES/CERTIFICATE OF SHARE EXCHANGE
BY WHICH
NORTH AMERICAN SECURITY & FIRE ACQUISITIONS, INC.
(A NEVADA CORPORATION)
SHALL EXCHANGE WITH
NORTH AMERICAN SECURITY & FIRE, INC.
(A NEVADA CORPORATION)
(NEVADA: NRS 78.458)
FIRST, THE PLAN OF REORGANIZATION AND SPIN-OFF:
(1) That certain PLAN OF REORGANIZATION AND SPIN-OFF, dated December 21, 1999,
is attached hereto and incorporated herein by this reference as though fully set
forth herein, along with AMENDMENT thereto of December 22, 1999.
SECOND, INFORMATION RE SHAREHOLDER ACTION:
(2) On December 21, 1991 the shareholders of both corporations authorized and
approved the Spin-Off, at a Meeting of Shareholders, duly called upon notice to
all shareholders, 81.92% of all shares issued and outstanding, voting in the
affirmative. There were 11,145,000 shares issued and outstanding. 9,130,000
shares were present and voting in the affirmative. (Nevada: NRS 78.454).
THIRD, CORPORATE AUTHORITY:
(3) The PLAN OF REORGANIZATION AND SPIN-OFF and the performance of the terms of
the PLAN OF REORGANIZATION AND SPIN-OFF, by the each and all of the parties and
entities mentioned in the PLAN OF REORGANIZATION AND SPIN-OFF were duly
authorized by all action required by the laws under which each was incorporated
or organized and by its constituent documents, to which representation each of
the undersigned duly certifies and attests. The AMENDMENT consists of a delay of
the effective date, and nothing further.
FOURTH, SIGNIFICANT PROVISIONS:
(4.1) All businesses and assets of the Parent: North American Security & Fire
Acquisitions, Inc. were transferred to the recently created subsidiary: North
American Security & Fire, Inc. and the ownership of that subsidiary was spun-off
and distributed, share for share to the shareholders of the parent, with the
result that the shareholders own each corporation independently of the other.
FIFTH, EFFECTIVE DATE:
(5) The exchange shall become effective at the earliest date provided or allowed
by law, and not later than certification by each applicable State Official of
that this document has been accepted for filing and filed.
<PAGE> 2
ARTICLES OF SHARE EXCHANGE PAGE 2
SIXTH SIGNING:
(6) These Articles of Exchange are signed by the duly authorized Officers of the
each applicable entity as follows:
NORTH AMERICAN SECURITY & FIRE, NORTH AMERICAN SECURITY
ACQUISITIONS, INC. & FIRE, INC.
(PARENT) (SUBSIDIARY)
(A NEVADA CORPORATION) (A NEVADA CORPORATION)
by by
/s/ KIRT W. JAMES /s/ KIRT W. JAMES
---------------------------------- -------------------------------
Kirt W. James Kirt W. James
President President
/s/ J. DAN SIFFORD /s/ J. DAN SIFFORD
---------------------------------- -------------------------------
J. Dan Sifford J. Dan Sifford
Secretary Secretary
================================================================================
State of California Subscribed and sworn (or affirmed) to
County of Orange before me this 1st day of April
1999, by
[NOTARY PUBLIC SEAL] /s/ SHARON BRADSHAW
---------------------------------
Notary Public
================================================================================
<PAGE> 3
PLAN OF REORGANIZATION AND SPIN-OFF
BY WHICH
NORTH AMERICAN SECURITY & FIRE, INC. (PARENT)
(A NEVADA CORPORATION)
SHALL SPIN-OFF
NORTH AMERICAN SECURITY & FIRE, INC. (SUBSIDIARY)
(A NEVADA CORPORATION)
THIS PLAN OF REORGANIZATION AND ACQUISITION is made and dated this day
of December 21, 1998 by and between the above referenced corporations, and shall
become effective on "the Effective Date" as defined herein.
I. THE INTERESTED PARTIES
A. THE PARTIES TO THIS PLAN
1. NORTH AMERICAN SECURITY & FIRE, INC. ("Parent"),
2. NORTH AMERICAN SECURITY & FIRE, INC. ("Subsidiary"),
II. RECITALS
A. THE CAPITAL OF THE PARTIES:
1. THE CAPITAL OF PARENT consists of 50,000,000 shares of common voting
stock of $.001 par value authorized, of which 11,045,000 shares are issued and
outstanding.
2. THE CAPITAL OF SUBSIDIARY consists of 50,000,000 shares of common
voting stock of $.001 par value authorized, of which no shares are issued and
outstanding.
B. THE BACKGROUND FOR THE REORGANIZATION: Parent desires to spin-off
and distribute its business to its shareholders as new private corporation.
C. THE BOARDS OF DIRECTORS of both Corporations respectively have
determined that it is advisable and in the best interests of each of them and
both of them to proceed with the reorganization in accordance with IRS Section
368.
D. THE SHAREHOLDERS OF PARENT, having approved the acquisition, this
agreement was approved and adopted by the Board of Directors of Parent in a
manner consistent with the laws of its Jurisdiction its constituent documents.
E. THE SHAREHOLDERS OF SUBSIDIARY, having approved the acquisition,
this agreement was approved and adopted by the Board of Directors of Subsidiary
in a manner consistent with the laws of its Jurisdiction its constituent
documents.
<PAGE> 4
PLAN OF REORGANIZATION AND SPIN-OFF
Parent/Subsidiary
December 21, 1998 Page 2
III. PLAN OF REORGANIZATION
A. REORGANIZATION AND SPIN-OFF: North American Security & Fire, Inc.
(parent) and the North American Security & Fire, Inc. (subsidiary) are hereby
reorganized, such that subsidiary shall acquire all assets and businesses of
parent, and parent shall then spin-off and distribute ownership of its
wholly-owned subsidiary North American Security & Fire, Inc. (subsidiary) to its
North American Security & Fire, Inc. (parent) shareholders, share for share.
B. EFFECTIVE DATE: This PLAN OF REORGANIZATION AND ACQUISITION shall
become effective at close of business December 31, 1998, upon approval and
adoption by the parties hereto, in the manner provided by the law of the places
of incorporation and constituent corporate documents, and the time of such
effectiveness shall be called the effective date hereof.
C. SURVIVING CORPORATION: Both corporations shall survive the
Reorganization herein contemplated and shall continue to be governed by the laws
of its respective State of Incorporation.
Rights of Dissenting Shareholders: North American Security & Fire, Inc.
(parent) is the entity responsible for the rights of dissenting shareholders.
D. SURVIVING ARTICLES OF INCORPORATION: The Articles of Incorporation
of each Corporation shall remain in full force and effect, unchanged.
E. SURVIVING BY-LAWS: The By-Laws of each Corporation shall remain in
full force and effect, unchanged.
F. CONVERSION OF OUTSTANDING STOCK: Forthwith upon the effective date
hereof, North American Security & Fire, Inc. (subsidiary) shall cause issuance
of new investment shares of subsidiary common stock to the shareholders of North
American Security & Fire, Inc. (parent), share for share. This issuance by
subsidiary shall be made pursuant to Section 4(2) of the Securities Act of 1933,
and further pursuant to Rule 145 adopted by the commission pursuant to its
authority under Section 3 of the Act. Accordingly, immediately following the
effectiveness of the reorganization, the shareholdings of North American
Security & Fire, Inc. (parent) shall be unchanged, and the shareholders of
parent shall also be the shareholders of North American Security & Fire, Inc.
(subsidiary).
G. NAME CHANGE: Forthwith upon the effective date hereof, North
American Security & Fire, Inc. (parent) shall be renamed North American Security
& Fire Acquisitions, Inc. or its substantial equivalent.
<PAGE> 5
PLAN OF REORGANIZATION AND SPIN-OFF
Parent/Subsidiary
December 21, 1998 Page 3
H. FURTHER ASSURANCE, GOOD FAITH AND FAIR DEALING: The Directors of
each Company shall and will execute and deliver any and all necessary documents,
acknowledgments and assurances and do all things proper to confirm or
acknowledge any and all rights, titles and interests created or confirmed
herein; and both companies covenant hereby to deal fairly and good faith with
each other and each others shareholders.
THIS PLAN OF REORGANIZATION AND MERGER is executed on behalf of each
Company by its duly authorized representatives, and attested to, pursuant to the
laws of its respective place of incorporation and in accordance with its
constituent documents.
NORTH AMERICAN SECURITY NORTH AMERICAN SECURITY
& FIRE, INC. (PARENT) & FIRE, INC. (SUBSIDIARY)
(A NEVADA CORPORATION) (A NEVADA CORPORATION)
by by
/s/ KIRT W. JAMES /s/ KIRT W. JAMES
- -------------------------------------- -----------------------------------
Kirt W. James Kirt W. James
President President
/s/ J. DAN SIFFORD /s/ J. DAN SIFFORD
- -------------------------------------- -----------------------------------
J. Dan Sifford J. Dan Sifford
Secretary Secretary
<PAGE> 1
EXHIBIT 2.4
FIRST AMENDMENT
TO
PLAN OF REORGANIZATION AND SPIN-OFF
BY WHICH
NORTH AMERICAN SECURITY & FIRE, INC. (PARENT)
(A NEVADA CORPORATION)
SHALL SPIN-OFF
NORTH AMERICAN SECURITY & FIRE, INC. (SUBSIDIARY)
(A NEVADA CORPORATION)
THIS AMENDMENT TO PLAN OF REORGANIZATION AND ACQUISITION is made and
dated this day of December 22, 1998 by and between the above referenced
corporations, and shall become effective on "the Effective Date" as defined
herein.
I. THE INTERESTED PARTIES
A. THE PARTIES TO THIS PLAN
1. NORTH AMERICAN SECURITY & FIRE, INC. ("Parent"),
2. NORTH AMERICAN SECURITY & FIRE, INC. ("Subsidiary"),
II. RECITALS
A. PLAN OF REORGANIZATION: That certain Plan of Reorganization
and Spin-off, dated December 21, 1998, is hereby incorporated herein by this
reference.
B. THE REASONS FOR THE AMENDMENT: Parent desires to spin-off and
distribute its business to its shareholders as new private corporation, and has
obtained shareholder approval therefor; however, the Parent does not have
sufficient funding, with which to discharge the past, present and foreseeable
future expenses incidental to the spin-off and reorganization pursuant to the
terms of the agreement.
C. RESOLUTION: Both parties have resolved to delay the closing and
effective date of the Spin-off, from the scheduled date, for a period of time,
not less than thirty days, until January 31, 1999, or more than ninety days,
until March 31, 1999, to enable the parent corporation to resolve the problem.
III. AMENDMENT
A. EFFECTIVE DATE EXTENDED: North American Security & Fire, Inc.
(parent) and North American Security & Fire, Inc. (subsidiary) hereby agree that
Paragraph III-B of the Plan of Reorganization shall be amended, such that the
effective date of the Spin-off, as defined therein shall be extended and
delayed, from the scheduled date, for a period of time, not less than thirty
days, until January 31, 1999, or more than ninety days, until March 31, 1999.
<PAGE> 2
FIRST AMENDMENT TO PLAN OF REORGANIZATION AND SPIN-OFF
Parent/Subsidiary
December 22, 1998 Page 2
B. EFFECTIVE DATE: The PLAN OF REORGANIZATION AND ACQUISITION shall
become effective at close of business on the day specified in a written
agreement between the parties, within the time parameters specified herein, or,
in default thereof, on March 31, 199___.
C. FURTHER ASSURANCE, GOOD FAITH AND FAIR DEALING: The Directors of
each Company shall and will execute and deliver any and all necessary documents,
acknowledgments and assurances and do all things proper to confirm or
acknowledge any and all rights, titles and interests created or confirmed
herein; and both companies covenant hereby to deal fairly and good faith with
each other and each others shareholders.
THIS AMENDMENT to Plan of Reorganization and Merger is executed on behalf of
each Company by its duly authorized representatives, and attested to, pursuant
to the laws of its respective place of incorporation and in accordance with its
constituent documents.
NORTH AMERICAN SECURITY & FIRE, NORTH AMERICAN SECURITY & FIRE, INC.
INC. (PARENT) (SUBSIDIARY)
(A NEVADA CORPORATION) (A NEVADA CORPORATION)
By: /s/ KIRT W. JAMES By: /s/ KIRT W. JAMES
------------------------------- --------------------------------
Kirt W. James Kirt W. James
President President
/s/ J. DAN SIFFORD /s/ J. DAN SIFFORD
------------------------------- --------------------------------
J. Dan Sifford J. Dan Sifford
Secretary Secretary
[Seal]
<PAGE> 1
EXHIBIT 2.5
PLAN OF REORGANIZATION AND SPIN-OFF
BY WHICH
NORTH AMERICAN SECURITY & FIRE, INC. (PARENT)
(A NEVADA CORPORATION)
SHALL SPIN-OFF
NORTH AMERICAN SECURITY & FIRE, INC. (SUBSIDIARY)
(A NEVADA CORPORATION)
THIS PLAN OF REORGANIZATION AND ACQUISITION is made and dated this day
of December 21, 1998 by and between the above referenced corporations, and shall
become effective on "the Effective Date" as defined herein.
I. THE INTERESTED PARTIES
A. THE PARTIES TO THIS PLAN
1. NORTH AMERICAN SECURITY & FIRE, INC. ("Parent"),
2. NORTH AMERICAN SECURITY & FIRE, INC. ("Subsidiary"),
II. RECITALS
A. THE CAPITAL OF THE PARTIES:
1. THE CAPITAL OF PARENT consists of 50,000,000 shares of common voting
stock of $.001 par value authorized, of which 11,045,000 shares are
issued and outstanding.
2. THE CAPITAL OF SUBSIDIARY consists of 50,000,000 shares of common
voting stock of $.001 par value authorized, of which no shares are
issued and outstanding.
B. THE BACKGROUND FOR THE REORGANIZATION: Parent desires to spin-off
and distribute its business to its shareholders as new private corporation.
C. THE BOARDS OF DIRECTORS of both Corporations respectively have
determined that it is advisable and in the best interests of each of them and
both of them to proceed with the reorganization in accordance with IRS Section
368.
D. THE SHAREHOLDERS OF PARENT, having approved the acquisition, this
agreement was approved and adopted by the Board of Directors of Parent in a
manner consistent with the laws of its Jurisdiction its constituent documents.
E. THE SHAREHOLDERS OF SUBSIDIARY, having approved the acquisition,
this agreement was approved and adopted by the Board of Directors of Subsidiary
in a manner consistent with the laws of its Jurisdiction its constituent
documents.
<PAGE> 2
PLAN OF REORGANIZATION AND SPIN-OFF
Parent/Subsidiary
December 21, 1998 Page 2
III. PLAN OF REORGANIZATION
A. REORGANIZATION AND SPIN-OFF: North American Security & Fire, Inc.
(parent) and the North American Security & Fire, Inc. (subsidiary) are hereby
reorganized, such that subsidiary shall acquire all assets and businesses of
parent, and parent shall then spin-off and distribute ownership of its
wholly-owned subsidiary North American Security & Fire, Inc. (subsidiary) to its
North American Security & Fire, Inc. (parent) shareholders, share for share.
B. EFFECTIVE DATE: This PLAN OF REORGANIZATION AND ACQUISITION shall
become effective at close of business December 31, 1998, upon approval and
adoption by the parties hereto, in the manner provided by the law of the places
of incorporation and constituent corporate documents, and the time of such
effectiveness shall be called the effective date hereof.
C. SURVIVING CORPORATION: Both corporations shall survive the
Reorganization herein contemplated and shall continue to be governed by the laws
of its respective State of Incorporation.
Rights of Dissenting Shareholders: North American Security & Fire, Inc.
(parent) is the entity responsible for the rights of dissenting shareholders.
D. SURVIVING ARTICLES OF INCORPORATION: The Articles of Incorporation
of each Corporation shall remain in full force and effect, unchanged.
E. SURVIVING BY-LAWS: The By-Laws of each Corporation shall remain in
full force and effect, unchanged.
F. CONVERSION OF OUTSTANDING STOCK: Forthwith upon the effective date
hereof, North American Security & Fire, Inc. (subsidiary) shall cause issuance
of new investment shares of subsidiary common stock to the shareholders of North
American Security & Fire, Inc. (parent), share for share. This issuance by
subsidiary shall be made pursuant to Section 4(2) of the Securities Act of 1933,
and further pursuant to Rule 145 adopted by the commission pursuant to its
authority under Section 3 of the Act. Accordingly, immediately following the
effectiveness of the reorganization, the shareholdings of North American
Security & Fire, Inc. (parent) shall be unchanged, and the shareholders of
parent shall also be the shareholders of North American Security & Fire, Inc.
(subsidiary).
G. NAME CHANGE: Forthwith upon the effective date hereof, North
American Security & Fire, Inc. (parent) shall be renamed North American Security
& Fire Acquisitions, Inc. or its substantial equivalent.
<PAGE> 3
PLAN OF REORGANIZATION AND SPIN-OFF
Parent/Subsidiary
December 21, 1998 Page 3
H. FURTHER ASSURANCE, GOOD FAITH AND FAIR DEALING: The Directors of
each Company shall and will execute and deliver any and all necessary documents,
acknowledgments and assurances and do all things proper to confirm or
acknowledge any and all rights, titles and interests created or confirmed
herein; and both companies covenant hereby to deal fairly and good faith with
each other and each others shareholders.
THIS PLAN OF REORGANIZATION AND MERGER is executed on behalf of each
Company by its duly authorized representatives, and attested to, pursuant to the
laws of its respective place of incorporation and in accordance with its
constituent documents.
NORTH AMERICAN SECURITY & FIRE, NORTH AMERICAN SECURITY & FIRE, INC.
INC. (PARENT) (A NEVADA CORPORATION) (SUBSIDIARY) (A NEVADA CORPORATION)
by by
/s/ KIRT W. JAMES /s/ KIRT W. JAMES
- ------------------------------------ ------------------------------------
Kirt W. James Kirt W. James
President President
/s/ J. DAN SIFFORD /s/ J. DAN SIFFORD
- ------------------------------------ ------------------------------------
J. Dan Sifford J. Dan Sifford
Secretary Secretary
<PAGE> 1
EXHIBIT 99.1
NORTH AMERICAN SECURITY & FIRE ACQUISITIONS, INC.
A NEVADA CORPORATION
MAJORITY SHAREHOLDER ACTION
June 11, 1999
THE MEETING WAS HELD on June 11, 1999, at 2:00 p.m., of the shareholder or
shareholder representatives constituting an absolute majority of all shares
issued and outstanding, and which would be entitled to vote at meeting of
shareholders if called on notice to all shareholders. Present in person was J.
DAN SIFFORD, Director, Officer, and majority shareholder representative, and
William Stocker, Special Securities Counsel acting as Secretary of the meeting
and as Inspector of Elections, determined that total shares issued and
outstanding and entitled to vote and that the ownership of shares represented at
the Meeting, were as detailed in Tables A and B respectively.
I. MANAGEMENT AND SHAREHOLDERS DISCUSSED THE FOLLOWING:
II. THE FOLLOWING ACTION WAS RESOLVED AND TAKEN BY
MAJORITY SHAREHOLDER ACTION: Accordingly, the following Proposals l-3 were
declared duly adopted by Majority Shareholder Action, pursuant to the Nevada
Revised Statutes 78.320 and to Article II, Section 10 of the Corporation's
By-Laws.
TABLE A
QUORUM CALCULATIONS AND TALLY OF VOTES
<TABLE>
<CAPTION>
=================================================================================== ================================
QUORUM CALCULATIONS SHARES %
=================================================================================== ================================
<S> <C> <C>
Total # Shares Entitled to Vote per shareholder list 11,661,628 100.00
- ----------------------------------------------------------------------------------- ----------------- --------------
50% of All Shares Entitled to Vote 5,830,814 50.00
- ----------------------------------------------------------------------------------- ----------------- --------------
Quorum required to conduct business = 50% + 1 share 5,830,815
- ----------------------------------------------------------------------------------- ----------------- --------------
Total Shares Present 8,116,628 69.60
=================================================================================== ================================
Share voting for the proposal to: % total issued
and outstanding
- ----------------------------------------------------------------------------------- ----------------- --------------
PROPOSAL 1: To change the name of this Nevada Corporation to Royal Holdings
Services Ltd. 8,116,628 69.60
- ----------------------------------------------------------------------------------- ----------------- --------------
PROPOSAL 2: To authorize a Reverse Split of the Common Stock of this Nevada
Corporation: 1.7 shares to 1 share. 8,116,628 69.60
- ----------------------------------------------------------------------------------- ----------------- --------------
</TABLE>
<PAGE> 2
NORTH AMERICAN SECURITY & FIRE ACQUISITIONS, INC.
MAJORITY SHAREHOLDER ACTION
June 11, 1999 Page 2
<TABLE>
<S> <C> <C>
- ----------------------------------------------------------------------------------- --------------------------------
PROPOSAL 3: To acknowledge and approve a change of control of this Corporation, 8,116,628 69.60
to remove Kirt W. James and J. Dan Sifford, Jr., from the Board of Directors of
this Corporation, to remove Messrs. James and Sifford from their respective
positions as officers of this Corporation, all with their respective consents and
without objection, and to elect Messrs. Rex Lezard, Satish Modi and Ajmal Khan to
the Board of Directors of this Corporation, all effective at Closing, as this
term is defined in the share purchase agreement prospectively dated June 18,
1999, to be concluded among Gampadona Limited, Opadale Portfolio, Inc. Boshof
Holding, Inc., Sebira Financial, Inc., Cumbrian Trading Ltd., Rex Lezard, Joel
Dumaresq, Ajmal Khan, Jim Breadle, Kristof Kossuth, John Devries, Kurt Dalmata,
G. Brian Longpre (collectively, the "Buyers"), North American Security & Fire
Acquisitions, Inc., a Nevada Corporation ("NASFA"), and Intrepid International
S.A. (the "Seller").
=================================================================================== ================================
</TABLE>
TABLE B
SHARES PRESENT AND VOTING
<TABLE>
<CAPTION>
=================================================================================== ==============================
Shareholder/Representative # Shares % of Total
- --------------------------------------------------------------------------------- ----------------- --------------
<S> <C> <C>
Intrepid International S.A.
by
/s/ J. DAN SIFFORD
- -------------------------- 8,116,628 69.60
J. Dan Sifford
U.S. Managing Director and Agent
- --------------------------------------------------------------------------------- ----------------- --------------
TOTAL PRESENT AND VOTING IN FAVOR 8,116,628 69.60
- --------------------------------------------------------------------------------- ----------------- --------------
TOTAL INDICATED ISSUED AND OUTSTANDING 11,661,628 100.00
=================================================================================== ==============================
</TABLE>
THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK
<PAGE> 3
NORTH AMERICAN SECURITY & FIRE ACQUISITIONS, INC.
MAJORITY SHAREHOLDER ACTION
June 11, 1999 Page 3
I hereby declare and certify, that I served as Inspector of Elections
for the foregoing Majority Shareholder Action, that I tallied the votes cast, in
person and by proxy, and with reference to the Shareholders List as of the Date
of such action, and that the foregoing Tally is true and correct.
/s/ WILLIAM STOCKER
WILLIAM STOCKER
ATTORNEY AT LAW
<PAGE> 1
EXHIBIT 99.2
NORTH AMERICAN SECURITY & FIRE ACQUISITIONS, INC.
A NEVADA CORPORATION
MINUTES OF THE BOARD OF DIRECTORS
June 11, 1999
THE MEETING WAS HELD pursuant to waiver of Notice. Directors present were
KIRT W. JAMES and J. DAN SIFFORD, JR.
THE BOARD DISCUSSED the Majority Shareholder Action of June 11, 1999,
pursuant to the Nevada Revised Statutes 78.320 and to Article II, Section 10 of
the Corporation's By-Laws.
TABLE A
QUORUM CALCULATIONS AND TALLY OF VOTES
<TABLE>
<CAPTION>
=======================================================================================================
QUORUM CALCULATIONS SHARES %
=======================================================================================================
<S> <C> <C>
Total # Shares Entitled to Vote per shareholder list 11,661,628 100.00
- -------------------------------------------------------------------------------------------------------
50% of All Shares Entitled to Vote 5,830,814 50.00
- -------------------------------------------------------------------------------------------------------
Quorum required to conduct business = 50% + 1 share 5,830,815
- -------------------------------------------------------------------------------------------------------
Total Shares Present 8,116,628 69.60
=======================================================================================================
Share voting for the proposal to: % total issued and
outstanding
- -------------------------------------------------------------------------------------------------------
PROPOSAL 1: To change the name of this Nevada Corporation to Royal
Holdings Services Ltd. 8,116,628 69.60
- -------------------------------------------------------------------------------------------------------
PROPOSAL 2: To authorize a Reverse Split of the Common Stock of this Nevada
Corporation: 1.7 shares to 1 share 8,116,628 69.60
- -------------------------------------------------------------------------------------------------------
PROPOSAL 3: To acknowledge and approve a change of control of this 8,116,628 69.60
Corporation, to remove Kirt W. James and J. Dan Sifford, Jr., from the Board
of Directors of this Corporation, to remove Messrs. James and Sifford from
their respective positions as officers of this Corporation, all with their
respective consents and without objection, and to elect Messrs. Rex Lezard,
Satish Modi and Ajmal Khan to the Board of Directors of this Corporation, all
effective at Closing, as this term in defined in the share purchase agreement
prospectively dated June 18, 1999, to be concluded among Gampadona
Limited, Odadale Portfolio, Inc. Boshof Holding, Inc., Sebira Financial, Inc.,
Cumbrian Trading Ltd., Rex Lezard, Joel Dumaresq, Ajmal Khan, Jim Breadle,
Kristof Kossuth, John Devries, Kurt Dalmata, G. Brian Longpre (collectively,
the "Buyers"), North American Security & Fire Acquisitions, Inc., a Nevada
Corporation ("NASFA"), and Intrepid International S.A. (the "Seller").
=======================================================================================================
</TABLE>
<PAGE> 2
North American Security & Fire Acquisitions, Inc.
MINUTES OF THE BOARD OF DIRECTORS
June 11, 1999 Page 2
THE FOLLOWING ACTION WAS RESOLVED AND TAKEN:
1. The Officers are empowered and directed to change the name of this
Nevada Corporation to Royal Holdings Services Ltd.
2. The Officers are empowered and directed to effectuate the Reverse Split
of the Common Stock of this Nevada Corporation: 1.7 shares to 1 share. It is the
policy of this Corporation that no shareholder shall who owns 100 shares or more
pre-reverse shall own less than 100 shares post-reverse; no shareholder owning
less than 100 shares pre-reverse shall be reversed further; and that fractional
shares which may result shall be rounded up to whole shares.
3. The share purchase agreement prospectively dated June 18, 1999, to be
concluded among Gampadona Limited, Opadale Portfolio, Inc., Boshof Holding,
Inc., Sebira Financial, Inc., Cumbrian Trading Ltd., Rex Lezard, Joel Dumaresq,
Ajmal Khan, Jim Breadle, Kristof Kossuth, John Devries, Kurt Dalmata, G. Brian
Longpre (collectively, the "Buyers"), North American Security & Fire
Acquisitions, Inc., a Nevada corporation ("NASFA"), and Intrepid International,
S.A. (the "Seller") (the "Share Purchase Agreement"), a draft of which has been
previously delivered to the Board of Directors, and the transactions
contemplated thereby, is authorized and approved.
4. The President of this Corporation is authorized on behalf of the
Corporation to execute and deliver the Share Purchase Agreement, with such
changes and revisions as may be approved by the President, whose signature
thereon shall be conclusive evidence of such approval.
5. The officers of the Corporation are authorized, on behalf of and as the
act of the Corporation, to take or cause to be taken all further actions in
connection with the transaction contemplated by the preceding resolutions and to
execute and deliver all instruments and documents in regard to those resolutions
that they may deem necessary or appropriate to effect the preceding resolutions,
as conclusively evidenced by the taking of the action or the execution and
delivery of the instruments.
THERE BEING NO FURTHER BUSINESS, the meeting was adjourned.
THE UNDERSIGNED DIRECTORS hereby Acknowledge or Waive Notice of this
Meeting and Approve the foregoing Minutes of the Board.
/s/ KIRT W. JAMES /s/ J. DAN SIFFORD, JR.
- --------------------------- ---------------------------
KIRT W. JAMES J. DAN SIFFORD, JR.
<PAGE> 1
================================================================================
EXHIBIT 99.3
[STAMP]
AMENDMENT TO ARTICLES OF INCORPORATION
OF
NORTH AMERICAN SECURITY & FIRE ACQUISITIONS, INC.
(AFTER PAYMENT OF CAPITAL AND ISSUANCE OF STOCK)
WE THE UNDERSIGNED, Officers of NORTH AMERICAN SECURITY & FIRE ACQUISITIONS,
INC. ("the Corporation") hereby certify:
The Board of Directors of the Corporation at a meeting of duly convened
and held on December 21, 1998 adopted a resolution to amend the Articles of
Incorporation as Originally filed and/or amended.
The former Article One read:
ARTICLE ONE. The name of the Corporation is North American Security & Fire
Aqcuisitions, Inc.
Article One is superseded and replaced as follows:
ARTICLE ONE. The name of the Corporation is Royal Holdings Securities Ltd.
The number of shares of the Corporation outstanding and entitled to
vote on an amendment to the Articles of Incorporation is 11,661,628; and the
foregoing changes and amendment have been consented to and approved by a
majority vote of the stockholders holding at least a majority of each class of
stock outstanding and entitled to vote thereon, namely 8,116,628 affirmative
votes, or 69.6%.
/s/ KIRT W. JAMES /s/ J. DAN SIFFORD
- ------------------------------- -----------------------
Kirt W. James J. Dan Sifford
PRESIDENT AND SECRETARY CHAIRMAN AND TREASURER
================================================================================
State of California Subscribed and sworn (or affirmed) to
County of Orange before me this 9th day of June
1999, by
[NOTARY PUBLIC SEAL]
/s/ SHARON BRADSHAW
-------------------
================================================================================
<PAGE> 2
<TABLE>
<S> <C>
================================================================================
State of CALIFORNIA RIGHT THUMBPRINT (optional)
County of ORANGE -----------------------------
TOP OF THUMB HERE
On 12/16/97 before me, NANCY RANDALL, Notary Public
-------- ---------------------------------------------------------
(DATE) (NAME/TITLE OF OFFICER i.e. "JANE DOE, NOTARY PUBLIC") -----------------------------
personally appeared DAN SIFFORD, JR.
------------------------------------------------------------ CAPACITY CLAIMED BY SIGNER(S)
(NAME(S) OF SIGNER(S)) [ ] INDIVIDUAL(S)
[ ] CORPORATE
- -------------------------------------------------------------------------------- ---------------
- -------------------------------------------------------------------------------- OFFICER(S)
[ ] personally known to me -OR- [ ] proved to me on the basis --------------
of satisfactory evidence (TITLES)
to be the person whose
name is subscribed to the [ ] PARTNER(S) [ ] LIMITED
within instrument and [ ] GENERAL
acknowledged to me that he [ ] ATTORNEY IN FACT
executed the same in his [ ] TRUSTEE(S)
authorized capacity and [ ] GUARDIAN/CONSERVATOR
that by his signature on [ ] OTHER:
the instrument the person -------------------
or the entity upon behalf
of which the person acted, -----------------------------
executed the instrument. SIGNER IS REPRESENTING:
(Name of Person(s) or Entity(ies))
[NOTARY PUBLIC SEAL]
-----------------------------
Witness my hand and official seal.
-----------------------------
{SEAL] RIGHT THUMBPRINT (Optional)
/s/ NANCY RANDALL
---------------------------------- -----------------------------
(SIGNATURE OF NOTARY)
================================================================================
ATTENTION NOTARY TOP OF THUMB HERE
The information requested below and in the column to the right is OPTIONAL.
Recording of this document is not required by law and is also optional. It -----------------------------
could, however, prevent fraudulent attachment of this certificate to any
unauthorized document.
CAPACITY CLAIMED BY SIGNER(S)
THIS CERTIFICATE Title or Type of Document ARTICLES OF INCORPORATION [ ] INDIVIDUAL(S)
MUST BE ATTACHED ----------------------------- [ ] CORPORATE
TO THE DOCUMENT Number of Pages 2 Date of Document 12/16/97 ---------------
DESCRIBED AT RIGHT: --- -------------------
OFFICER(S)
Signer(s) Other Than Named Above NONE --------------
---------------------- (TITLES)
[ ] PARTNER(S) [ ] LIMITED
[ ] GENERAL
[ ] ATTORNEY IN FACT
[ ] TRUSTEE(S)
[ ] GUARDIAN/CONSERVATOR
[ ] OTHER:
-------------------
-----------------------------
SIGNER IS REPRESENTING:
(Name of Person(s) or Entity(ies))
-----------------------------
-----------------------------
</TABLE>
<PAGE> 1
EXHIBIT 99.4
NORTH AMERICAN SECURITY & FIRE ACQUISITIONS, INC.
A NEVADA CORPORATION
("THE PARENT COMPANY")
NORTH AMERICAN SECURITY & FIRE, INC.
A NEVADA CORPORATION
("THE WHOLLY-OWNED SUBSIDIARY")
MINUTES OF THE BOARD OF DIRECTORS
April 1, 1999
THE MEETING WAS HELD pursuant to waiver of Notice. Directors present
were KIRT W. JAMES and J. DAN SIFFORD JR. The President Mr. James acted as
Chairman of the meeting and Secretary Mr. Sifford acted as Secretary.
THE BOARD DISCUSSED the actions of the Shareholders of December 21,
1998, wherein the Officers were empowered and directed to:
(1) enter into that certain Plan of Reorganization and Spin-Off
(incorporated herein by this reference) by which the newly formed
subsidiary would acquire all of the business of the parent corporation;
and,
(2) spin-off and distribute the ownership of the subsidiary, share for
share, to the shareholders of this corporation, in accordance with that
certain Plan of Reorganization and Spin-Off.
Pursuant to that Plan of Reorganization and Spin-Off (Part III, Section
B), it should become effective upon adoption by the parties. The Subsidiary
having been duly formed and incorporated in Nevada, the Board determined that
the spin-off should be adopted and effected at this time.
THE FOLLOWING ACTION WAS RESOLVED AND TAKEN: North American Security &
Fire, Inc. (parent) and the North American Security & Fire, Inc. (subsidiary)
are hereby reorganized, such that subsidiary shall acquire all assets and
businesses of parent, and parent shall then spin-off and distribute ownership of
its wholly-owned subsidiary North American Security & Fire, Inc. (subsidiary) to
its North American Security & Fire, Inc. (parent) shareholders, share for share.
The Officers are empowered and directed to do and take all actions
necessary and appropriate to effectuate the foregoing reorganization: including
but not limited to the following:
1. Organize the Subsidiary by appointing the current Directors of the
Parent to be the Initial Directors of the Subsidiary, and the Current Officers
of the Parent, to be the Initial and Interim Officers of the Subsidiary;
<PAGE> 2
2. To request a shareholders list as of this date, from the Certificate
and Transfer Agency of the Issuer Parent, and to direct the issuance of shares
of the Subsidiary to the shareholders of record of the Parent, pursuant Section
4(2) of the Securities Act of 1933, with reference to and reliance upon
Regulation Section 230.145.
THERE BEING NO FURTHER BUSINESS, the meeting was adjourned, and the
Secretary directed to prepare written minutes of the Meeting and obtain the
signatures thereto of the Directors present, and then affix thereto the
Corporate Seal.
THE UNDERSIGNED DIRECTORS hereby Acknowledge or Waive Notice of this
Meeting and Approve the foregoing Minutes of the Board.
/s/ KIRT W. JAMES /s/ J. DAN SIFFORD, JR.
- ------------------------------ -------------------------
KIRT W. JAMES J. DAN SIFFORD, JR.
<PAGE> 1
EXHIBIT 99.5
NORTH AMERICAN SECURITY & FIRE, INC.
A NEVADA CORPORATION
MINUTES OF THE BOARD OF DIRECTORS
IMMEDIATELY FOLLOWING MEETING OF SHAREHOLDERS
December 22, 1998
THE MEETING WAS HELD pursuant to waiver of Notice. Directors present
were KIRT W. JAMES and J. DAN SIFFORD, JR. The President Mr. James acted as
Chairman of the meeting and Secretary Mr. Sifford acted as Secretary.
The Board Discussed the actions of the Board of the Previous day. The
Officers reported that the corporation did not have sufficient funding to pay
either current and prospective expenses, in connection with the reorganization,
or to discharge past expenses, and that the spin-off could not be effected in
such an illiquid posture. Special Securities Counsel advised the Board (1) that
the spin-off of all assets, would likely carry with it unpaid liabilities, under
the theories of conveyances in defraud of creditors; and (2) that the Spin-off
all assets to the newly created subsidiary, would not be effective on December
31, 1999, as provided in the Plan of Reorganization and Spin-Off, but that its
effectiveness would be determined by the acceptance and filing of Articles of
Share Exchange, by the Secretary of State of Nevada.
THE FOLLOWING ACTION WAS RESOLVED AND TAKEN: The Officers are empowered
and directed to:
(1) The Officers were empowered and directed to defer the spin-off; until
further action of the board; and to document the foregoing with an Amendment to
Plan of Reorganization and Spin-Off, accordingly; and
(2) The Officers were empowered and directed to take action to place the
corporations financial house in order, by such action as is reasonable and
necessary, including, without limitation, discussions with previous investors,
and other potential investors known to management by reasons of pre-existing
relationships.
THERE BEING NO FURTHER BUSINESS, the meeting was adjourned, and the
Secretary directed to prepare written minutes of the Meeting and obtain the
signatures thereto of the Directors present, and then to affix thereto the
Corporate Seal.
THE UNDERSIGNED DIRECTORS hereby Acknowledge or Waive Notice of this
Meeting and Approve the foregoing Minutes of the Board.
/s/ KIRT W. JAMES /s/ J. DAN SIFFORD, JR.
- ---------------------------- -------------------------
KIRT W. JAMES J. DAN SIFFORD, JR.
<PAGE> 1
[STAMP] EXHIBIT 99.6
AMENDMENT TO ARTICLES OF INCORPORATION
OF
NORTH AMERICAN SECURITY & FIRE, INC.
(AFTER PAYMENT OF CAPITAL AND ISSUANCE OF STOCK)
WE THE UNDERSIGNED, Officers of NORTH AMERICAN SECURITY & FIRE, INC. ("the
Corporation") hereby certify:
The Board of Directors of the Corporation at a meeting of duly convened
and held on December 21, 1998 adopted a resolution to amend the Articles of
Incorporation as Originally filed and/or amended.
The former Article One read:
ARTICLE ONE. The name of the Corporation is North American Security & Fire, Inc.
Article One is superseded and replaced as follows:
ARTICLE ONE. The name of the Corporation is North American Security & Fire
Acquisitions, Inc.
The number of shares of the Corporation outstanding and entitled to
vote on an amendment to the Articles of Incorporation is 11,145,000; and the
foregoing changes and amendment have been consented to and approved by a
majority vote of the stockholders holding at least a majority of each class of
stock outstanding and entitled to vote thereon.
/s/ KIRT W. JAMES /s/ J. DAN SIFFORD
Kirt W. James J. Dan Sifford
PRESIDENT AND SECRETARY CHAIRMAN AND TREASURER
<PAGE> 2
CALIFORNIA ALL-PURPOSE CERTIFICATE OF ACKNOWLEDGMENT
================================================================================
State of California
County of Orange
------
<TABLE>
<S> <C>
On this the 21st day of December 1998, before me, Sharon Bradshaw ,
---------------------------------------------
Name of Notary Public
a Notary Public for the State of California, personally appeared
-------------------------------
Name(s) of Signer(s)
Kirt W. James and J. Dan Sifford
- -------------------------------------------------------------------------------------------------
</TABLE>
[X] personally known to me OR
[ ] proved to me on the basis of satisfactory evidence to be the
person(s) whose name(s) is/are subscribed to the within
instrument and acknowledged to me that he/she/they executed the
same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the
instrument.
Witness my hand and official seal.
/s/ SHARON BRADSHAW [NOTARY PUBLIC SEAL]
- ------------------------------
Notary's Signature
OPTIONAL INFORMATION
================================================================================
<PAGE> 1
EXHIBIT 99.7
[STAMP]
CONSENT TO USE OF SIMILAR NAME
BY
NORTH AMERICAN SECURITY & FIRE, ACQUISITION, INC.
FOR
NORTH AMERICAN SECURITY & FIRE, INC.
WE THE UNDERSIGNED, Officers of NORTH AMERICAN SECURITY & FIRE, INC. ("the
Corporation") hereby certify:
1. The former name of this Corporation was North American Security &
Fire, Inc.
2. This consenting corporation has this day changed its name to North
American Security & Fire Acquisitions, Inc.
3. This consenting corporation is creating a new wholly-ownned Nevada
subsidiary to be called North American Security & Fire, Inc.
4. Now, therefore this consenting corporation does hereby consent to
the use of the similar name by its newly created subsidiary.
Dated: December 21, 1998
/s/ KIRT W. JAMES /s/ J. DAN SIFFORD
Kirt W. James J. Dan Sifford
PRESIDENT AND SECRETARY CHAIRMAN AND TREASURER
<PAGE> 1
[SEAL] EXHIBIT 99.8
ARTICLES OF INCORPORATION
OF
NORTH AMERICAN SECURITY & FIRE, INC.
ARTICLE I. The name of the Corporation is NORTH AMERICAN SECURITY &
FIRE, INC.
ARTICLE II. Its principal office in the State of Nevada is 774 Mays
Blvd. #10, Incline Village NV 89452. The initial resident agent for services of
process at that address is N&R Ltd. Group, Inc..
ARTICLE III. The purposes for which the corporation is organized are to
engage in any activity or business not in conflict with the laws of the State of
Nevada or of the United States of America. The period of existence of the
corporation shall be perpetual.
ARTICLE IV. The corporation shall have authority to issue an aggregate
of 50,000,000 shares of common voting equity stock of par value one mil ($0.001)
per share, and no other class or classes of stock, for a total capitalization of
$50,000. The corporation's capital stock may be sold from time to time for such
consideration as may be fixed by the Board of Directors, provided that no
consideration so fixed shall be less than par value.
ARTICLE V. No shareholder shall be entitled to any preemptive or
preferential rights to subscribe to any unissued stock or any other securities
which the corporation may now or hereafter be authorized to issue, nor shall any
shareholder possess cumulative voting rights at any shareholders meeting, for
the purpose of electing Directors, or otherwise.
ARTICLE VI. The name and address of the Incorporator of the corporation
is WILLIAM STOCKER, Attorney at Law, 34700 Pacific Coast Highway, Suite 303,
Capistrano Beach CA 92624, PHONE (949) 248-9561, FAX (949) 248-1688. The affairs
of the corporation shall be governed by a Board of Directors of not less than
one (1) nor more than (7) persons. The Incorporator shall act as Sole Initial
Director.
ARTICLE VII. The Capital Stock, after the amount of the subscription
price or par value, shall not be subject to assessment to pay the debts of the
corporation, and no stock issued, as paid up, shall ever be assessable or
assessed.
ARTICLE VIII. The initial By-laws of the corporation shall be adopted
by its Board of Directors. The power to alter, amend or repeal the By-laws, or
adopt new By-laws, shall be vested in the Board of Directors, except as
otherwise may be specifically provided in the By-laws.
1
<PAGE> 2
<TABLE>
<CAPTION>
CALIFORNIA ALL-PURPOSE CERTIFICATE OF ACKNOWLEDGMENT
=============================================================================================
<S> <C> <C>
State of California
County of Orange
On this the 21st day of December 1998, before me, Sharon Bradshaw,
-----------------------------------------
Name of Notary Public
a Notary Public for the State of California, personally appeared
---------------------------
Name(s) of Signers(s)
William Stocker
- --------------------------------------------------------------------------------------------
[X] personally known to me OR
[ ] proved to me on the basis of satisfactory evidence
to be the person(s) whose name(s) is/are subscribed to the within
instrument and acknowledged to me that he/she/they executed the
same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument, the person(s), or the
entity upon behalf of which the person(s) acted, executed the
instrument. Witness my hand and official seal.
/s/ SHARON BRADSHAW [NOTARY PUBLIC SEAL]
- -----------------------------------------------------
Notary's Signature
OPTIONAL INFORMATION
=============================================================================================
</TABLE>
<PAGE> 3
I THE UNDERSIGNED, being the Incorporator hereinbefore named for the
purpose of forming a corporation pursuant the General Corporation Law of the
State of Nevada, do make and file these Articles of Incorporation, hereby
declaring and certifying that the facts herein stated are true, and accordingly
have set my hand hereunto this Day,
December 21, 1998.
/s/ WILLIAM STOCKER
WILLIAM STOCKER
ATTORNEY AT LAW
INCORPORATOR
2
<PAGE> 4
<TABLE>
<CAPTION>
CALIFORNIA ALL-PURPOSE CERTIFICATE OF ACKNOWLEDGMENT
=============================================================================================
<S> <C> <C>
State of California
County of Orange
-------------
On this the 21st day of December, 1998, before me, Sharon Bradshaw,
---- -------- ------------------------------------------
Name of Notary Public
a Notary Public for the State of California, personally appeared
----------------------------
Name(s) of Signers(s)
Kirt W. James and J. Dan Sifford
- ---------------------------------------------------------------------------------------------
[X] personally known to me OR
[ ] proved to me on the basis of satisfactory evidence
to be the person(s) whose name(s) is/are subscribed to the within
instrument and acknowledged to me that he/she/they executed the
same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the
instrument. Witness my hand and official seal.
/s/ Sharon Bradshaw [NOTARY PUBLIC SEAL]
- -----------------------------------------------------
Notary's Signature
OPTIONAL INFORMATION
============================================================================================
</TABLE>
<PAGE> 1
EXHIBIT 99.9
NORTH AMERICAN SECURITY & FIRE, INC.
A NEVADA CORPORATION
MINUTES OF THE BOARD OF DIRECTORS
IMMEDIATELY FOLLOWING MEETING OF SHAREHOLDERS
December 21, 1998
THE MEETING WAS HELD pursuant to waiver of Notice. Directors present
were KIRT W. JAMES and J. DAN SIFFORD, JR. The President Mr. James acted as
Chairman of the meeting and Secretary Mr. Sifford acted as Secretary.
THE BOARD DISCUSSED the actions of the Shareholders of this date.
THE FOLLOWING ACTION WAS RESOLVED AND TAKEN: The Officers are empowered
and directed to:
(1) enter into that certain Plan of Reorganization and Spin-Off (incorporated
herein by this reference) by which the newly formed subsidiary would acquire all
of the business of this corporation; and,
(2) spin-off and distribute the ownership of the subsidiary mentioned in
Proposal 1, share for share, to the shareholders of this corporation, in
accordance with that certain Plan of Reorganization and Spin-Off.
THERE BEING NO FURTHER BUSINESS, the meeting was adjourned, and the
Secretary directed to prepare written minutes of the Meeting and obtain the
signatures thereto of the Directors present, and then to affix thereto the
Corporate Seal.
THE UNDERSIGNED DIRECTORS hereby Acknowledge or Waive Notice of this
Meeting and Approve the foregoing Minutes of the Board.
/s/ KIRT W. JAMES /s/ J. DAN SIFFORD, JR.
- ------------------------- -----------------------
KIRT W. JAMES J. DAN SIFFORD, JR.
<PAGE> 1
EXHIBIT 99.10
NORTH AMERICAN SECURITY & FIRE, INC.
A NEVADA CORPORATION
MINUTES OF MEETING OF SHAREHOLDERS
AND
CERTIFICATION AND TALLY OF VOTING
OF SHARES AT THE
MEETING OF SHAREHOLDERS
held on December 21, 1998
THE MEETING WAS CALLED TO ORDER by Special Counsel William Stocker, at
10:02 a.m. Present in person or by proxy were the ownerships of 9,130,000
shares. Counsel referred to the Shareholders list of December 1, 1998 and
determined the prepense of a quorum. Votes were taken as to each proposal, and
the voting and percentages were determined as displayed in the following tables:
I. SUMMARY CALCULATIONS:
<TABLE>
<CAPTION>
=============================================== ==================================
QUORUM CALCULATIONS SHARES %
=============================================== ==================================
<S> <C> <C>
Total # Shares Entitled to Vote per
shareholder list December 1, 1998 11,145,000 100.00
- ----------------------------------------------- ----------------------------------
50% of All Shares Entitled to Vote 5,572,500 50.00
- ----------------------------------------------- ----------------------------------
Quorum required to conduct
business = 50% + 1 share 5,572,501
- ----------------------------------------------- ----------------------------------
Total Shares Present 9,130,000 81.92
=============================================== ==================================
Shares Voting in Favor % of Shares Present
- ---------------------- ----------------------------
Proposal 1 9,130,000 100.00
- ----------------------------------------------- ----------------------------------
Proposal 2 9,130,000 100.00
- ----------------------------------------------- ----------------------------------
Proposal 3 9,130,000 100.00
=============================================== ==================================
</TABLE>
1
<PAGE> 2
II. Voting of Shares for and against each Proposal:
PROPOSAL NO. 1
To Empower and Direct the Board of Directors to enter into that certain Plan of
Reorganization and Spin-Off (attached hereto) by which the newly formed
subsidiary would acquire all of the business of this corporation.
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
---------- ------- -------
<S> <C> <C>
9,130,000 -0- -0-
</TABLE>
PROPOSAL NO. 2
To empower and direct the Board of Directors to spin-off and distribute the
ownership of the subsidiary mentioned in Proposal 1, share for share, to the
shareholders of this corporation, in accordance with that certain Plan of
Reorganization and Spin-Off (attached hereto).
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
---------- ------- -------
<S> <C> <C>
9,130,000 -0- -0-
</TABLE>
PROPOSAL NO. 3
To re-elect two directors, Kirt W. James and J. Dan Sifford, to serve until the
next meeting of shareholders, or until their successors are appointed or
elected.
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
---------- ------- -------
<S> <C> <C>
9,130,000 -0- -0-
</TABLE>
There being no further business conducted, motions made or votes taken,
the meeting was adjourned at 10:16 a.m.
I hereby declare and certify, that I served as Inspector of Elections
at the Meeting of Shareholders above referenced, that I tallied the votes cast,
in person and by proxy, and with reference to the Shareholders List as of the
Record Date stated in the Notice of Shareholders Meeting, and that the foregoing
Tally is true and correct.
/s/ WILLIAM STOCKER
WILLIAM STOCKER
ATTORNEY AT LAW
2
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-1-1999
<PERIOD-END> JUN-30-1999
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 5,601
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 11,662
<OTHER-SE> (6,061)
<TOTAL-LIABILITY-AND-EQUITY> 5,601
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 52,557
<OTHER-EXPENSES> 0
<LOSS-PROVISION> (181,369)
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (212,378)
<INCOME-TAX> 0
<INCOME-CONTINUING> (212,378)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (212,378)
<EPS-BASIC> (0.019)
<EPS-DILUTED> 0
</TABLE>
