As filed with the Securities and Exchange Commission
on January 10, 2000
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS UNDER SECTION 12(b)
OR 12(g) OF THE SECURITIES ACT OF 1934
NetWeb OnLine.Com Inc.
(Name of Small Business in Its Charter)
TEXAS 75-2767933
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3350 N.W. 2nd Ave., Suite A28,
Boca Raton, FL 33431
(Address of principal executive
offices) (Zip Code)
(561) 289-5175 (561) 416-1857
Issuer's Telephone Number: Telecopier:
www.netwebonline.com
Issuer=s Website Address
Securities to be registered under
Section 12(b) of the Act: None
Securities to be registered under
Section 12(g) of the Act: Common Stock, $0.001 par value
TABLE OF CONTENTS
PART I
Item 1. Description of Business
(a) Business Development
1. Formation of NetWeb Texas
2. Acquisition of Shares of NetWeb
Online.Com (Florida)
3. Formation of The Golfing Network.com
Inc. (Florida)
(b) Business of Issuer
1. Principal Products and Services and
their Markets
2. Market
3. New Products or Services
4. Competition
5. Sources of Supply
6. Major Customers
7. Patents, Trademarks, Licenses, etc.
8-9 Government Regulation and Approval
10. Research and Development
11. Environmental Compliance
12. Employees
(c) Reports to Shareholders
Item 2. Management's Discussion and Analysis
Item 3. Description of Property
Item 4. Security Ownership of Certain
Beneficial Owners and Management
Item 5. Directors, Executive Officers, Promoters
And Control Persons
Item 6. Executive Compensation
Item 7. Certain Relationships and Related Transactions
Item 8. Description of Securities
PART II
Item 1. Market Price of and Dividends on the Registrant's
Common Equity and Other Shareholder Matters
Item 2. Legal Proceedings
Item 3. Changes in and Disagreements With Accountants
Item 4. Recent Sales of Unregistered Securities
Item 5. Indemnification of Directors and Officers
PART F/S
Financial Statements
PART III
Item 1. Index to Exhibits
Item 2. Description of Exhibits
Part I
Item 1. Description of Business.
(a) Business Development:
1. FORMATION OF NETWEB TEXAS
NetWeb OnLine.Com Inc. (the "Company") was
incorporated in the State of Texas on November 5, 1997 under the
name GEAC Inc. On July 26, 1999, it amended its Certificate of
Incorporation to change its name to The Golfing Network.Com Inc.
On December 14, 1999, it amended its Certificate of Incorporation
to change its name to NetWeb OnLine.Com Inc.
2. ACQUISITION OF SHARES OF
NETWEB ONLINE.COM (FLORIDA)
On December 13, 1999, the Company purchased all
the outstanding shares of NetWeb OnLine.Com Inc., a Florida
corporation ("NetWeb Florida"), in exchange for the issuance of
2,300,000 shares of common stock and 700,000 shares of its Series
I Preferred Stock to the shareholders of NetWeb Florida in a tax-
free exchange of shares.
NetWeb Florida was incorporated in Florida on
October 5, 1999 for the purposes of engaging in the business of
developing, acquiring and operating proprietary, content- based
Internet web sites. It has not conducted any business operations
to date. Its sole activities have consisted of the purchase of
six (6) Internet World Wide Web addresses (URL's) and related web
sites, a U.S. Trademark Registration for the mark, The Fans
Choice7 and the shares of www.SpectraTV.Net, Inc., a Florida
corporation formed to develop audio and video Internet
applications, including specialty content programming. All of
these assets were purchased from a corporation affiliated with a
principal shareholder and director of the Company in exchange for
shares of Netweb Florida (see "Certain Transactions").
3. FORMATION OF THE GOLFING NETWORK.COM (FLORIDA)
The Golfing Network.Com Inc. (TGNC-Florida) was
incorporated in Florida on December 10, 1999 as a wholly-owned
subsidiary of the Company. The Company plans to transfer all of
the assets related to WonderStickJ golf training product and
related golf Internet sites to TGNC-Florida, which will operate
the golf product and golf Internet business.
(b) Business of Issuer:
(b)(1) Principal Products and Services and their
Markets.
Golf Products and Services
The Company was originally formed for the purpose of
manufacturing, marketing, promoting and distributing the
WonderStick7 golf swing training aid and other golf related
products and services. The Wonderstick7 is a patented golf swing
training device designed to allow both the beginner and advanced
golfer to correct their swing. It was invented by golf
professional Ted Staats as an "all-in-one" swing plane training
device used to develop and refine the plane and follow-through of
the swing. Through repetitive motions, the body becomes
acclimated to what is perceived to be the optimum swing, and this
learned movement becomes a natural part of the golfer's motion.
The Wonderstick7 is based on the theory that by repeating a
perfect swing plane over and over, the body becomes trained to
swing correctly each time. The Company purchased the patent for
the Wonderstick7 and the registered trademark Wonderstick from
its owners in 1998 under separate agreements. Both agreements
provide for royalties to the prior owners. One of the agreements
provides for a reversion of a 50% interest in the patent to the
prior owner if certain minimum royalties are not paid.
The Company markets the Wonderstick7 through its
proprietary websites Wonderstick.com, The Golfing Network.com and
E-TradeGolf.com, as well as through a co-branding agreement with
uMember.com, a subsidiary of Wareforce.Com, Inc. (OTCBB:WFRC).
Under its agreement with uMember.com, the Company's golf websites
will be the exclusive golf product and service provider on
uMember.com, a private membership network of 7,000,000
subscribers. In addition to providing its golf "shopping carts"
to uMember.com, the Company will provide the Golf Talk Radio show
broadcasts to uMember as well. The Company has obtained the
exclusive Internet distribution rights to Golf Talk Radio from
Vince Mastraco, the owner and radio voice of that program and
will arrange for the broadcast of the show through uMember.com.
The Company will also provide an on-line golf tee-time
reservation program for uMember.com through The NetRes.com.
The Company has entered into an agreement with
Dwquailgolf.com, a premier internet golf portal, to provide
mirror sites of its Internet "shopping cart" to multiple sites on
the internet. The Company will receive 30% of the net profits on
all sales made through Dwquail.com and pass 20% on to the mirror
sites through which the customers accessed the Company's sites.
The Company also recently purchased a 90% interest in E-Trade
Golf.Com, an internet auction site devoted to golf products and
services. The site is designed to allow the consumer to buy and
sell golf products and services through auctions and classified
advertisements. In addition to operating as a stand alone site,
E-Trade Golf will maintain a mirror site within The Golfing
Network.Com.
The Company also markets the Wonderstick7 directly to
the public through golf instructors affiliated with the USSOG
(United States School of Golf), USGTF (United States Golf
Teachers Foundation) and The Golf Instructors Association of
America, Wonderstick7 clinics and through bundling of the
Wonderstick7 with other golf products and services for sale to
the public. The Company's plan is to expand the distribution of
Wonderstick7 through additional Internet retailers of golf
products and golf instructors. The Company has formed an Advisory
Board to assist in the continued designed, development and
distribution of golf training devices. The Board consists of the
following people:
Ted Staats, a professional golfer since 1982,
he is the inventor of the Wonder Stick and
the J.R. Wonder Stick. He has been a
professional golf instructor since 1989. Mr.
Staats is a consultant to the Company. Since
1997 he has been the General Manager and Head
Golf Pro at the Smokey Mountain Golf Club
(Whittier, NC) and prior to that he was the
Head Golf Pro at the Maggie Valley (NC)
Resort.
Donald R. Trahan, a teaching golf pro since
1973, has achieved PGA Master Professional,
the highest ranking granted by the
Professional Golfers Association (PGA). He
is ranked as one of the nation's 100 top golf
teachers by Golf Magazine. He owns and
operates Links O'Tryon in South Carolina. He
is president of the Swing Surgeon Group,
engaged in marketing of a variety of golf
training aids, books, video and audio tapes.
Timothy J. Tomassi is the Director of The
Players School at PGA national Golf Course in
Palm Beach Gardens (FL) and is a Class "A"
PGA Teach Professional. He is co-author of
five golf instructional books, the co-founder
of The L.A.W.'s of Golf learning system, and
the systems video tape series. From 1991 to
1995 he served as the golf instructional
editor for Golf Illustrated magazine.
Dr. John R. Stevenson, is currently a
practicing Board Certified Orthopedic Surgeon
as well as a Clinical Assistant Professor in
the Department of Orthopedics of Tulane
University Medical School.
Website Development and Operation
Although the Company was formed originally to sell the
WonderstickJ and related golf products, the overall focus of the
business changed during 1999 to developing and operating a
variety of proprietary commercial Internet worldwide websites.
To that end, the Company purchased the assets of NetWeb-Florida
in December 1999. NetWeb-Florida is a development-stage entity
that is engaged in the creation, development and operation of
proprietary Internet websites. NetWeb-Florida currently owns the
following Internet domain names:
FanVote.com
MallConcepts.com
NetWebCollectibles.com
Classics4Lease.com
AmericasHeroes.com
Roswell2Space.com
Expo-NewProduct.com
NetWeb Online.com.
FanVote.com and MallConcepts.com are in varying stages
of development. FanVote.com will be a site to which sports
enthusiasts will come to express their opinions on sports
questions and topics in a variety of sports. The Company has
filed an application to register FanVote.ComJ as a United States
trademark. MallConcepts.com is intended to become a full-service
general merchandise shopping mall. Both websites will generate
revenues from the sale of "logo" merchandise on each site and
banner and website advertising. In addition to further
development of these websites, NetWeb-Florida intends to engage
in a continual program of website acquisitions, concentrating on
purchasing operating sites.
(b)(2) Market:
The sale of products and services over the Internet has
grown dramatically in recent years. In 1996, approximately $500
million in goods and services were estimated to have been sold
through the Internet worldwide. In 1998, that number had grown
to $10 billion. In just this 1999 Christmas holiday season,
Forrester Research estimates that more than $6 billion was spent
in the United States alone on Internet shopping. Most experts
predict that this number will continue to grow as the number of
people with access to the Internet grows, as the speed of
Internet connections increases, as security for Internet
transactions is enhanced and as fulfillment of Internet orders is
improved.
Companies are still seeking the optimum business model
for exploiting this explosion of Internet use. The key to
success is attracting users to one's website. Many companies are
seeking to achieve this through generic-type names -
Hollywood.com, Food.com, etc. Others have established well-known
names or have expended substantial sums to promote new names such
as Amazon.com, Ebay.com, Buy.com, Toys-R-Us.com. These entities
have also sought to establish alliances or affiliations with
other websites, online service providers or search engines to
enable easy and widespread access to their websites. The
Company's aim is to establish well-known or easy-to-find names
such as The Golfing Network or FanVote which will attract users.
The Company also intends to locate its web "shopping carts" on
other broad-based proprietary websites as the exclusive provider
of the particular product or service offered. This is the
philosophy behind the Company's recent agreement with
uMember.com, under which the Company's shopping cart will be the
exclusive source for golf related products on that closed
membership website with more than 7 million members.
The Company also intends to leverage the success of its
site to attract banner advertising from other websites. In this
manner, the Company will receive revenues from placement of the
ads and from "click-through" traffic from the Company's sites to
the advertised sites. The success of the Company's
MallConcept.com and The Golfing Network.com sites will also
result in revenues from other sites placing their "shopping
carts" on the Company's sites. This activity would enable the
Company to generate revenues from website management fees,
revenue sharing of on-line advertising and a percentage of
revenues from all products and services sold through
participating shopping carts.
(b)(3) New Products or Services.
The Company expects to maintain an active program of
evaluating potential acquisition of other operating proprietary
websites to offer a variety of new products or services and
generate revenue for the Company. The Company also expects to
continue to engage in the process of developing new content for
all of its proprietary websites.
(b)(4) Competition.
All phases of electronic commerce and Internet
industries are intensely competitive. In addition to competing
with other Internet marketing companies, the Company must also
compete with established retailers who have established Internet
outlets for their products. Most of the entities with which the
Company must compete are more well-established and well-financed
than the Company. The Company believes that the key to competing
successfully will be the ability to expand the number of
proprietary content websites it owns or manages and to attract
users to its websites and transfer them to the websites of its
advertisers. The Company believes that it can achieve success in
these areas by continuing to promote its existing sites and
through the strategic acquisition or partnering with other sites.
However, the Company will be competing in such efforts with other
more well-established and well-financed entities, as a result of
which, there can be no assurance that the Company will be able to
compete successfully with them.
(b)(5) Sources of Supply.
The Company's Wonderstick7 product is assembled and
purchased for the Company by New Beginnings Manufacturing Company
in North Carolina, under a manufacturing agreement dated
September 17, 1998. The agreement grants New Beginnings the
exclusive right to manufacture the Wonderstick7 subject to
quality and quantity requirements.
The Company intends to utilize third party
subcontractors to develop website content, especially during the
initial stages of the Company's operations. No such
subcontractors have been engaged to date.
(b)(6) Major Customers.
The Company is not dependent upon any customer or group
of customers for a substantial part of its revenues.
(b)(7) Patents, trademarks, licenses, etc.
The Company is the owner of a U.S. Patent Number
5,529,306 issued June 25, 1996 for the WonderStick7 golf swing
training device. The Company is the owner of the registered
trademark WonderStick7 and the registered service mark, The Fans
Choice7. The Company also has a pending application to register
the service mark FanVote.com. The Company intends to protect all
of its intellectual property through appropriate state and
federal registrations.
(b)(8-9) Government Regulation and Approval.
The electronic commerce industry is subject to various
federal and state laws and regulations pertaining to privacy,
obscenity/decency, "spamming" (abuse of unsolicited electronic
communications) and domain name registration and use. Until
1999, the registration of domain names was conducted exclusively
through Network Solutions Inc. ("NSI"), under authority from the
U.S. Government. Early in 1999, the right to conduct such
registrations was opened to other companies under government
authority. NSI and other domain name registrars have established
procedures for resolving trademark and tradename disputes between
domain names and other trademarks or tradenames. The Company
intends to comply with all applicable regulations and approval
requirements.
(b)(10) Research and Development.
The Company has not expended any money for research and
development in the last fiscal year.
(b)(11) Environmental Compliance.
The Company does not anticipate any significant costs
to comply with environmental laws or regulations.
(b)(12) Employees.
As of December 31, 1999, the Company had one (1) full-
time employee, its president, Bryan J. Efimov.
(c) Reports to Shareholders. At the time of the filing of
this registration statement, the Company is not subject to the
information and reporting requirements of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"). Following the
effective date of this registration statement, the Company will
be subject to the Exchange Act reporting requirements and, in
accordance therewith, will file reports, proxy statements and
other information with the Securities and Exchange Commission
(the "Commission"). Such reports, proxy statements and other
information filed with the Commission by the Company may be
inspected and copied at the public reference facilities
maintained by the Commission at its principal offices at
Judiciary Plaza, 450 5th Street NW, Washington, D.C. 20549. Such
reports, proxy statements and other information may also be
obtained from the website maintained by the Commission at
http://www.sec.gov. Copies of these materials can also be
obtained at prescribed rates from the public reference section of
the Commission at its principal offices in Washington D.C., as
set forth above.
Item 2. Management's Discussion and Analysis or Plan of
Operation.
Plan of Operations.
The Company was formed in November 1997 to purchase a
patent and related rights to the Wonderstick7 golf swing training
device. During its first full fiscal year ended September 30,
1999, the Company generated its first sales revenues from the
sale of the Wonderstick. In December 1999, the Company acquired
all the outstanding shares of NetWeb OnLine.Com Inc., a
development stage company. This acquisition was made to further
the Company's current primary business objective, which is the
development and acquisition of Internet websites to sell a
variety of products and services, including the Wonderstick.
In furtherance of this objective, the Company has
entered various agreements with strategic partners. In 1999, the
Company reached agreement with uMember.com to become the sole
supplier of golf products and services on that seven million
member website. It also reached agreement with Dwquailgolf.com
to place its "shopping cart" on that site. It is in the process
of negotiating an option to purchase a one-third interest in
Dietplace.com, a website designed to sell a wide variety of
health and diet related products and services. In addition to
Internet marketing, the Company also intends to sell Wonderstick
products through golf professionals and pro shops.
During the next twelve (12) months, the company intends
to continue to seek acquisitions and strategic alliances within
the internet marketing field. To date, the Company has succeeded
in making its strategic acquisitions, as well as obtaining
services required to develop its business, primarily through the
issuance of common and preferred stock in exchange for products
or services and from the proceeds of the private sale of
securities. Although it intends to continue to pursue that same
method in the next twelve months, it expects that it will need to
generate additional cash flow to fulfill its business plan. To
that end, the Company expects to generate increased revenues from
the sale of the Wonderstick and expects to begin to generate
revenues from the sale of advertising on its websites and from
the development and management of websites for other entities
desiring to place their internet "shopping carts" on the
Company's web portals. In addition, it intends to seek
investment capital from the private or public offering of
securities during the first six (6) months of 2000. If it is
unable to generate cash flow from these sources, it does not
expect that it will have sufficient cash to fulfill its current
business plan.
The Company does not anticipate engaging in any product
research and development in the coming year. However, as
described above, it will continue to develop websites, as well as
content for such websites, through outside consultants and
contractors.
The Company does not plan to make any purchases or
sales of a plant or significant equipment in the coming year.
The Company's manufacturing needs for the Wonderstick7 are
fulfilled by a contract manufacturer in North Carolina. The
Company has no plans to add manufacturing facilities in the
coming year.
The Company has one current active employee, its
president and founder Bryan Efimov. During the coming year, as
the Company's business expands and the number of websites
increases, the Company expects that it may need to add
administrative personnel. Sales and website development are
expected to continue to be conducted by independent contractors.
However, as the business expands and as cash flow permits, the
Company may add employees to handle some of those functions.
Item 3. Description of Property.
The Company maintains its executive and administrative
offices on an office sharing arrangement for nominal rental at
3350 N.W. 2nd Avenue, Suite A-28, Boca Raton, Florida 33431. The
Company also maintains temporary offices in McKinney, Texas.
Item 4. Security Ownership of Certain Beneficial Owners and
Management.
The following table sets forth information as of
December 31, 1999 with respect to the beneficial ownership of the
Company's securities by officers and directors, individually and
as a group. To the Company's knowledge, on December 31, 1999,
there were no holders of more than 5% of the Company's Common
Stock other than Bryan and Patricia Efimov (joint tenants),
Theodore and Sylvia Efimov (joint tenants), Paul M. Galant,
Harvey Judkowitz, First Financial Network, Inc. and Capital
Publications Corp. Unless otherwise indicated, all shares are
beneficially owned and sole investment and voting power is held
by the beneficial owners indicated. On December 31, 1999 there
were 4,647,447 shares of Common Stock, 762,703 shares of Series I
Convertible Preferred Stock and 200,000 shares of Series II
Redeemable Preferred Stock outstanding. No shares of any other
class of capital stock are outstanding.
Name and address
of beneficial owner Title of Class Amount and nature
of beneficial
ownership Percent
of
Class
Bryan J. and Common 250,000 Direct 5.4%
Patricia Efimov
(jt. tens.)
4419 Santa Fe Lane
McKinney, TX 75070
Theodore A. and Common 250,000 Direct 5.4%
Sylvia A. Series I Preferred 15,026 Direct 2.0%
Efimov, (jt.tens.) Series II Preferred 200,000 Direct 100%
9114 W. 126th Street
Palos Park, IL 60464
Paul M. Galant Common 800,000 Direct 17.3%
470 N.E. 25th Terrace Series I Preferred 300,000 Direct 39.4%
Boca Raton, FL 33431
Harvey Judkowitz Common 400,000 Direct 8.6%
10220 S.W. 124th Street Series I Preferred 50,000 Direct 16.0%
Miami, FL 33176
First Financial Common 400,000 Direct 8.6%
Network, Inc. Series I Preferred 300,000 Direct 39.3%
2431 Bimini Lane
Ft. Lauderdale,
FL 33312
Jeffrey A.Weinstein Series I Preferred 50,000 Direct 6.6%
8221 S.W. 15th Street
Apt. 1222
Plantation, FL 33324
Capital Publication Common Stock 250,000 Direct 5.4%
Corp.
1450 S. Dixie Highway
Boca Raton, FL 33432
All Officers and Common 1,700,000 Direct 36.6%
Directors as a Series I Preferred 365,026 Direct 47.9%
group (4 persons) Series II Preferred 200,000 Direct 100%
Item 5. Directors, Executive Officers, Promoters and Control
Persons.
The Company's executive officers and directors are as
follows:
Name Age Position
Bryan J. Efimov 35 President and Director
Paul M. Galant 58 Secretary, Treasurer and
Director
Harvey Judkowitz 55 Chief Executive Officer
and Chairman of the Board
of Directors
Theodore A. Efimov 66 Director
The principal occupation, title and business experience
of the Company's executive officers and directors during the last
five years, including the names and locations of employers, is
indicated below:
Bryan J. Efimov, 35, is the President, Director and Co-
Founder of the Company. From 1997 to 1999, he was a Project
Manager and Associate Director for Paymentech, Inc., a Dallas, TX
credit card processing firm. During that period, he also acted
as an independent marketing consultant for a variety of
companies, including PSSI, a financial transaction processing
firm in Dallas, DWQuail Golf.com, an Internet golf product
superstore, and Golf Talk Radio, a San Francisco based syndicated
radio program. From 1996 to 1997, he was Director of Operations
for Gensar, Inc. (which was purchased by Paymentech in 1997) with
responsibilities for contract management, merchant implementation
and client services. From 1991 to 1996, he held increasingly
responsible positions with Mokarow Financial, Inc., reaching the
position of Executive Assistant to the President for this Dallas
based credit and debit card processing company. Prior to that,
he served as Vice President of Operations for Alaska Ocean Fish
Co. He is a 1988 graduate of the University of Illinois, with a
B.S. in marketing.
Paul M. Galant, 58, is the Secretary/Treasurer and
Director of the Company. Mr. Galant was the founder of NetWeb
OnLine.Com Inc., a Florida corporation ("NetWeb Florida"). He
has been a consultant and advisor to the Company since its
inception. He was a registered NASD General Securities Principal
until August 1997. He has been a business development consultant
since 1970. Mr. Galant is currently a director of Meridian USA
Holdings Inc. (OTCBB). From time to time, Mr. Galant was a
director and officer of non-affiliated developmental stage
enterprises. He has been a practicing attorney in the State of
New York since 1966. Between 1975 and 1986, Mr. Galant was a
founding partner of a Long Island (NY) based full service
brokerage firm. Subsequently, he was cofounder, and served as an
officer, director and NASD registered general securities
principal of several securities brokerage firms in the New York
Metropolitan Area. Since 1981, he has been the President of PR
Sources Inc, a business development-consulting firm. Since 1996,
he has been the President of UniPro Business Group Inc., another
business development consultant firm. He received a bachelor's
degree in business administration from Adelphi College in 1962,
served in the United States Army from 1966-1968 and received his
J.D. from Brooklyn Law School in 1965.
Harvey Judkowitz, 55, is the Chairman and CEO of the
Company. He has served as President and Director of NetWeb
Florida since its formation in October, 1999. Mr. Judkowitz is
currently the CFO of Capital International SBIC (Miami, FL) and
Phtovoltaic Inc., a start-up internet venture based in Florida.
He was the CFO of New Millennium Communications Corp. from August
1998 to march 1999. He is a director of Utilicore Corp., a
start-up telecommunications company based in Florida, for which
he was the interim CEO from September 1998 to January 1999. Mr.
Judkowitz is a certified public accountant and from 1998 until
June 1999, he conducted his own accounting practice in Florida.
He received a BBA-Accounting from Pace University (NY) in 1967.
Theodore A. Efimov, 66, has been a director of the
Company since its inception. For the past 41 years, he has been
an independent agent of the State Farm Insurance Company in the
Chicago, Illinois area, engaged in the sale of various insurance
products. He is the father of the Company's president, Bryan
Efimov.
Item 6. Executive Compensation.
(a) Compensation
The Company paid no compensation to its executive
officers in its last fiscal year.
(b) Option/SAR Grants in Last Fiscal Year
(Individual Grants)
No stock option or stock appreciation rights were
granted by the Company in its last fiscal year.
(c) Aggregated Option/SAE Exercises in Last Fiscal Year And
Fiscal Year-End
Option/SAR Values
None
(d) Long Term Incentive Plans-Awards in Last Fiscal Year
None.
(e) Compensation of Directors
None.
(f) Employment Contracts
On or about December 30, 1999, the Company's
subsidiary, The GolfingNetwork.Com Inc. (FL) entered into an
employment contract with Bryan Efimov, pursuant to which Mr.
Efimov is employed as President and CEO of TGNC (FL). The term
of the agreement is 5 years and provides for annual compensation
of $67,200 plus a performance bonus of 1% of sales revenues
between $500,000 and $1,000,000 and 3% of sales revenues in
excess of $1,000,000.
(g) Report on Repricing of Options/SARS
The Company has not repriced any options or stock
appropriation rights.
Item 7. Certain Relationships and Related Transactions.
On or about March 20, 1998, the Company issued 150,000
shares of its Common Stock to PR Sources Inc., a Florida
corporation controlled by Paul M. Galant, in consideration for
business development and consulting services performed for the
Company. During 1999, the Company issued an additional 100,000
shares of Common Stock to PR Sources Inc. for business
development and consulting services rendered by Mr. Galant and PR
Courses Inc. On or about October 7, 1999, prior to the Company's
acquisition of NetWeb Florida, NetWeb Florida purchased certain
assets from PR Sources Inc. In that transaction, NetWeb Florida
issued 700,000 shares of its Common Stock in consideration for
the transfer of: (i) six (6) existing World Wide Web addresses
and websites; (ii) two (2) proposed websites; (iii) the
registered service mark, The Fans Choice7; and (iv) all shares of
www.SpectraTV.net Inc., a Florida corporation. After the
Company's acquisition of NetWeb Florida, the consulting
arrangement between PR Sources Inc. and the Company was
terminated and Mr. Galant was elected a Director and Officer of
the Company.
On or about December 30, 1999, the Company entered into
an employment agreement with Bryan Efimov, President and Director
of the Company. The terms of the agreement are described above
in Item 6(f).
Other than the above, there are no relationships or
transactions required to be disclosed in this Item.
Item 8. Description of Securities.
The Company's authorized capital stock consists of
30,000,000 shares of Common Stock, $.001 par value per share,
1,000,000 shares of Series I Convertible Preferred Stock $.001
par value and 4,000,000 shares of undesignated Preferred Stock
$.001 par value.
Common Stock: As of December 31, 1999, 4,647,447
shares of $.001 par value Common Stock were issued and
outstanding. Holders of common stock are entitled to one vote
for each share of Common Stock owned of record on all matters to
be voted on by stockholders, including the election of directors.
The holders of Common Stock are entitled to receive such
dividends, if any, as may be declared from time to time by the
Board of Directors, in its discretion, from funds legally
available. The Common Stock has no preemptive or other
subscription rights, and there are no conversion rights or
redemption provisions. All outstanding Shares of Common Stock
are validly issued, fully paid and non-assessable.
Preferred Stock. As of December 31, 1999, 762,703
shares of Series I Preferred Stock were issued and outstanding.
The shares are convertible at any time from and after 12 months
after issuance into three shares of the Company's Common Stock.
As of December 31, 1999, 200,000 shares of Series II Redeemable
Preferred Stock were issued and outstanding. The Series II
Redeemable Preferred Stock is redeemable by the Company at the
option of the Board of Directors, at $1.50 per share upon the
earlier to occur of: (i) February 28, 2000; or (ii) the
completion by the Company of a registered public equity offering
in the minimum amount of $2,000,000. The Company is authorized
to issue up to 3,800,000 additional shares of $.001 par value
Preferred Stock upon such terms and conditions as the Board of
Directors may determine at the time of issuance, without further
action of the stockholders being required. Such preferred shares
may or may not be issued in series, convertible into shares of
Common Stock, redeemable by the Company or entitled to cumulative
dividends. Other terms and conditions may be imposed at the time
of issuance. In the event that some or all of the Preferred
Stock is issued with a conversion privilege, any future
conversion will cause an increase in the number of issued and
outstanding shares of Common Stock, and may or may not have a
depressive effect on the market value of the Common Stock.
Dividend Policy. The Company has never declared or
paid a cash dividend on its Common Stock, nor does it have any
present intent to do so in the near future. It is anticipated
that all earnings will be retained to provide working capital for
the implementation of the business plan, until such time as the
directors shall, in their sole discretion, declare that the
Company's working capital requirements and cash position will
permit a cash distribution to stockholders. Stock dividends may
be declared, from time to time, in the sole discretion of the
Board of Directors.
Transfer Agent: The Company's transfer agent is Florida
Atlantic Stock Transfer Inc., 7130 Nob Hill Road, Tamarac, FL
33321.
Part II
Item 1. Market Price of and Dividends on the Registrant's
Common Equity and Other Shareholder Matters.
(a) Market Information.
The Company's Common Stock is available for trading
through the "pink sheets" maintained by the National Quotation
Bureau under the symbol "TGNC." To the Company's knowledge there
have been no open market trades in the Company's Common Stock to
date.
(b) Holders.
As of December 31, 1999, there were 110 record holders
of the Company's Common Stock.
(c) Dividends.
The Company has never declared or paid any cash
dividends on its Common Stock. The Company currently anticipates
that all future earnings will be retained by the Company to
support its growth strategy. Accordingly, the Company does not
anticipate paying cash dividends on the Common Stock in the
foreseeable future.
Item 2. Legal Proceedings.
The Company is not a party to any lawsuit, litigation,
or regulatory proceeding of any kind, filed, pending or
threatened.
Item 3. Changes in and Disagreements with Accountants.
Not applicable.
Item 4. Recent Sales of Unregistered Securities.
The Company has issued the following securities in
transactions not registered under the Securities Act of 1933 (the
"Act").
1. 1,161,000 shares of Common Stock issued to Bryan
Efimov at par value on or about February 28, 1998 in
consideration for cash consideration, organizational funds
advanced and services performed for the Company.
2. 1,060,000 shares of Common Stock and 200,000
shares of Series II Redeemable Preferred Stock issued to Theodore
Efimov on or about February 28, 1998 in exchange for payment of
$250,000.
3. 466,500 shares of Common Stock issued to three
entities.
4. 50,000 shares of Common Stock and 650,000 Common
Stock purchase warrants (all of which warrants were exercised on
or before April 6, 1999) issued in a Rule 504 offering dated July
1, 1998.
5. 13,940 shares of Series I Convertible Preferred
Stock sold to the Robert S. Woodruff Profit Sharing Plan on or
about July 13, 1998, in exchange for payment of $20,400.
6. 194,785 shares of Common Stock to various
individuals between April and August 1998 in exchange for payment
of $74,642.
7. 15,026 shares of Series I Convertible Preferred
Stock issued to Theodore Efimov on or about December 28, 1998 in
exchange for payment of $65,818.
8. 1,000 shares of Common Stock issued to Paul M.
Galant in January 1999 for business and financial consulting
services to the Company.
9. 20,000 shares of Common Stock and 20,000 Common
Stock Purchase Warrants exercisable at $1.00 per share until
April 27, 2004 issued to FAB Corporate Funding Inc. on or about
March 12, 1999, as consideration under a Consulting Agreement
dated March 12, 1999 between the Company and FAB.
10. 338,656 shares of Common Stock issued to ten
individuals or entities at par value on or about May 1, 1999, in
consideration for business development consulting services
rendered to the Company.
11. 87,606 shares of Common Stock issued to
WonderStick, Inc. on or about May 1, 1999, in consideration for
the acquisition of the WonderStick patent and certain other
assets.
12. 33,737 shares of Series I Convertible Preferred
Stock issued to R&R Investments Corp. on or about October 5, 1999
in exchange for a 90% ownership interest in E-Trade Golf.Com.
13. 2,300,000 shares of Common Stock and 700,000
shares of Series I Convertible Preferred Stock issued in exchange
for all of the outstanding shares of common stock of NetWeb
OnLine.Com Inc. (FL) pursuant to a Stock Acquisition Agreement
dated December 13, 1999.
Item 5. Indemnification of Directors and Officers.
The By-laws of the Company provide that the Company is
authorized to indemnify the officers and directors to the fullest
extent allowed under the provisions of the laws of the State of
Texas for claims brought against such persons in their capacities
as officers and/or directors. Under the Texas Business
Corporation Act '2.02-1, such indemnification is considered
proper only when the officer or director has met the applicable
standard of conduct set forth in '2.02-1. Such indemnification
would not shield the directors or officers from liability for
acts taken in bad faith or in a manner believed by them not to be
in the best interests of the Company or for criminal acts.
FINANCIAL STATEMENTS AND
REPORT OF INDEPENDENT CERTIFIED
PUBLIC ACCOUNTANTS
NETWEB ONLINE.COM INC.
(Formerly "The Golfing Network.Com, Inc.",
formerly "GEAC Inc.")
September 30, 1999 and 1998
<PAGE>
<TABLE>
<CAPTION>
NETWEB ONLINE.COM INC.
(Formerly "The Golfing Network.Com, Inc.", formerly "GEAC Inc.")
INDEX TO FINANCIAL STATEMENTS
PAGE
<S> <C>
Report of Independent Certified Public Accountants 3
Financial Statements
Balance Sheets at September 30, 1999 and 1998 4
Statements of Operations for the year ended
September 30, 1999 and the period
from November 5, 1997 (inception) to September 30, 1998 5
Statement of Changes in Shareholders' Equity for the year ended
September 30, 1999 and the period from November 5, 1997
(inception) to September 30, 1998 6
Statements of Cash Flows for the year ended September 30, 1999
and the period from November 5, 1997 (inception) to September 30,
1998 8
Notes to Financial Statements 9
</TABLE>
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Shareholders of NetWeb OnLine.Com Inc.
We have audited the accompanying balance sheets of NetWeb OnLine.Com Inc.
(formerly "The Golfing Network.Com, Inc.", formerly "GEAC Inc.") as of
September 30, 1999 and September 30, 1998 and the related statements of
operations, changes in shareholders' equity and cash flows for the year ended
September 30, 1999 and the period from November 5, 1997 (inception) to
September 30, 1998. 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 The Golfing Network.com, Inc. as of
September 30, 1999 and September 30, 1998, and the results of its operations and
its cash flows for the year ended September 30, 1999 and the period from
November
5, 1997 (inception) to September 30, 1998, 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 C to the
financial statements, the Company has incurred losses since its inception, and
has not obtained significant financing through the date of this report. These
conditions raise substantial doubt about the Company's ability to continue as a
going concern. Management's plans in regard to those matters are also described
in Note C. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
KING GRIFFIN & ADAMSON P.C.
Dallas, Texas
December 29, 1999
<PAGE>
<TABLE>
<CAPTION>
NETWEB ONLINE.COM INC.
(Formerly "The Golfing Network.Com, Inc.", formerly "GEAC Inc.")
BALANCE SHEETS
September 30, 1999 and 1998
ASSETS
1999 1998
<S> <C> <C>
CURRENT ASSETS
Cash $ 883 $5,327
Advance to shareholder 1,250 1,250
Deferred advertising costs 181,791 180,300
Inventory 51,830 -
Prepaid expenses 2,189 38,029
Total current assets 237,943 224,906
OTHER ASSETS
Patent, net of amortization of $5,605
and $0 61,656 20,000
TOTAL ASSETS $299,599 $244,906
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accrued liabilities $7,326 $ -
Other payables 40,000 -
Total current liabilities 47,326 -
COMMITTMENTS AND CONTINGENCIES (Notes F, G & I)
LONG TERM LIABILITIES
Note payable to related party 35,000 35,000
SHAREHOLDERS' EQUITY
Preferred Stock, $.001 par value; 5 million
shares authorized
Series I Convertible, 28,966 and 13,940 shares
issued and outstanding; liquidation preference
$86,218 and $20,400 29 14
Series II Redeemable, 200,000 issued and
outstanding;
liquidation preference of $300,000 200 200
Common stock, $.001 par value; 30 million
shares authorized,4,058,447 and 2,882,185
issued and outstanding 4,058 2,882
Additional paid-in capital 1,121,287 354,564
Accumulated deficit (274,301) (142,254)
851,273 215,406
Less subscriptions receivable from
shareholders - (5,500)
Less notes receivable issued for the
exercise of stock warrants (634,000) -
Total Shareholders' Equity 217,273 209,906
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $299,599 $244,906
</TABLE>
<TABLE>
<CAPTION>
NETWEB ONLINE.COM INC.
(Formerly "The Golfing Network.Com, Inc.", formerly "GEAC Inc.")
STATEMENTS OF OPERATIONS
For the year ended September 30, 1999 and the
period from November 5, 1997 (inception) to September 30, 1998
1999 1998
<S> <C> <C>
REVENUES $32,957 $ -
COST OF SALES 9,996 -
Gross profit 22,961 -
GENERAL AND ADMINISTRATIVE
EXPENSES 155,008 142,254
Net loss before income tax
provision (132,047) (142,254)
Provision for income taxes - -
Net loss $(132,047) $ (142,254)
Loss per share -
basic and diluted $(0.04) $(0.07)
Weighted average number of shares
- - basic and diluted 3,412,842 2,165,318
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
NETWEB ONLINE.COM INC.
(Formerly "The Golfing Network.Com, Inc.", formerly "GEAC Inc.")
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
For the year ended September 30, 1999 and the period
from November 5, 1997 (inception) to September 30, 1998
Preferred Stock
Number of
Shares Amount
<S> <C> <C>
Initial issuance of common
stock for cash,
February 1998 - $-
Issuance of common stock
for cash, May 14, 1998 - -
Issuance of Series II
Preferred stock for cash,
May 14, 1998 200,000 200
Issuance of common stock
for cash, April-August 1998 - -
Issuance of common stock
for services, May 1998 - -
Issuance of common stock
for services, May 1998 - -
Issuance of common stock for
cash July 1, 1998 - -
Issuance of warrants for cash
and subscriptions receivable
July 1, 1998 - -
Issuance of Series I
Preferred Stock
for cash, July 8, 1998 13,940 14
Net Loss - -
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
NETWEB ONLINE.COM INC.
(Formerly "The Golfing Network.Com, Inc.", formerly "GEAC Inc.")
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (CONTINUED)
For the year ended September 30, 1999 and the period
from November 5, 1997 (inception) to September 30, 1998
Common Stock
Number
of
Shares Amount
<S> <C> <C>
Initial issuance of common
stock for cash, February 1998 1,161,000 $ 1,161
Issuance of common stock
for cash, May 14, 1998 1,060,000 1,060
Issuance of Series II
Preferred stock for cash,
May 14, 1998 - -
Issuance of common stock
for cash, April-August, 1998 144,785 145
Issuance of common stock
for services, May 1998 450,000 450
Issuance of common stock
for services, May 1998 16,400 16
Issuance of common stock for
cash, July 1, 1998 50,000 50
Issuance of warrants for cash and
subscriptions receivable,
July 1, 1998 - -
Issuance of Series I Preferred Stock
for cash, July 8, 1998 - -
Net Loss - -
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
NETWEB ONLINE.COM INC.
(Formerly "The Golfing Network.Com, Inc.", formerly "GEAC Inc.")
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (CONTINUED)
For the year ended September 30, 1999 and the period
from November 5, 1997 (inception) to September 30, 1998
Additional
Paid-In Accumulated
Capital Deficit
<S> <C> <C>
Initial issuance of common
stock for cash, February 1998 $ (136) $ -
Issuance of common stock
for cash, May 14, 1998 48,940 -
Issuance of Series II
Preferred stock for cash,
May 14, 1998 199,800 -
Issuance of common stock
for cash, April-August, 1998 70,482 -
Issuance of common stock
for services, May 1998 - -
Issuance of common stock
for services, May 1998 9,984 -
Issuance of common stock for
cash, July 1, 1998 3,965 -
Issuance of warrants for cash and
subscriptions receivable,
July 1, 1998 1,143 -
Issuance of Series I
Preferred Stock
for cash, July 8, 1998 20,386 -
Net Loss - (142,254)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
NETWEB ONLINE.COM INC.
(Formerly "The Golfing Network.Com, Inc.", formerly "GEAC Inc.")
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (CONTINUED)
For the year ended September 30, 1999 and the period
from November 5, 1997 (inception) to September 30, 1998
Subscriptions Notes
Receivable Receivable Total
<S> <C> <C> <C>
Initial issuance of common
stock for cash, February 1998 $ - $ - $ 1,025
Issuance of common stock
for cash, May 14, 1998 - - 50,000
Issuance of Series II
Preferred stock for cash,
May 14, 1998 - - 200,000
Issuance of common stock
for cash, April-August, 1998 - - 70,627
Issuance of common stock
for services, May 1998 - - 450
Issuance of common stock
for services, May 1998 - - 10,000
Issuance of common stock for
cash, July 1, 1998 - - 4,015
Issuance of warrants for cash and
subscriptions receivable,
July 1, 1998 (5,500) - (4,357)
Issuance of Series I Preferred Stock
for cash, July 8, 1998 - - 20,400
Net Loss - - (142,254)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
NETWEB ONLINE.COM INC.
(Formerly "The Golfing Network.Com, Inc.", formerly "GEAC Inc.")
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (CONTINUED)
For the year ended September 30, 1999 and the period
from November 5, 1997 (inception) to September 30, 1998
Preferred Stock
Number
of
Shares Amount
<S> <C> <C>
Balance at September 30,
1998 213,940 214
Issuance of Series I
Preferred stock for cash,
December 24, 1998 15,026 15
Issuance of common stock for
services, January 1999 - -
Exercise of stock warrants
for notes receivable,
on or before April 6, 1999 - -
Issuance of common stock
for acquisition of patent,
May 1999 - -
Issuance of common stock
for services, June 1999 - -
Payments received on notes
receivable, July 23, 1999 - -
Payment of subscription - -
Canceled warrant
subscription - -
Net Loss - -
Balances at
September 30, 1999 228,966 $ 2229
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
NETWEB ONLINE.COM INC.
(Formerly "The Golfing Network.Com, Inc.", formerly "GEAC Inc.")
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (CONTINUED)
For the year ended September 30, 1999 and the period
from November 5, 1997 (inception) to September 30, 1998
Common Stock
Number
of
Shares Amount
<S> <C> <C>
Balance at September 30,
1998 2,882,185 2,882
Issuance of Series I
Preferred stock for cash,
December 24, 1998 - -
Issuance of common stock for
services, January 1999 10,000 100
Exercise of stock warrants
for notes receivable,
on or before April 6, 1999 650,000 650
Issuance of common stock
for acquisition of patent,
May 1999 87,606 88
Issuance of common stock
for services, June 1999 338,656 338
Payments received on notes
receivable, July 23, 1999 - -
Payment of subscription - -
Canceled warrant
subscription - -
Net Loss - -
Balances at
September 30, 1999 4,058,447 $4,058
</TABLE>
<TABLE>
<CAPTION>
NETWEB ONLINE.COM INC.
(Formerly "The Golfing Network.Com, Inc.", formerly "GEAC Inc.")
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (CONTINUED)
For the year ended September 30, 1999 and the period
from November 5, 1997 (inception) to September 30, 1998
Additional
Paid-in Accumulated
Capital Deficit
<S> <C> <C>
Balance at September 30,
1998 354,564 (142,254)
Issuance of Series I
Preferred stock for cash,
December 24, 1998 65,803 -
Issuance of common stock for
services, January 1999 9,900 -
Exercise of stock warrants
for notes receivable,
on or before April 6,
1999 649,350 -
Issuance of common stock
for acquisition of patent,
May 1999 8,673 -
Issuance of common stock
for services, June
1999 33,527 -
Payments received on notes
receivable, July 23,
1999 - -
Payment of subscription - -
Canceled warrant (530) -
subscription
Net Loss - (132,047)
Balances at
September 30, 1999 $1,121,287 $ (274,301)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
NETWEB ONLINE.COM INC.
(Formerly "The Golfing Network.Com, Inc.", formerly "GEAC Inc.")
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (CONTINUED)
For the year ended September 30, 1999 and the period
from November 5, 1997 (inception) to September 30, 1998
Subscriptions Notes
Receivable Receivable Total
<S> <C> <C> <C>
Balance at September 30,1998 (5,500) - 209,906
Issuance of Series I
Preferred stock for cash,
December 24, 1998 - - 65,818
Issuance of common stock for
services, January 1999 - - 10,000
Exercise of stock warrants
for notes receivable,
on or before April 6, 1999 - (650,000) -
Issuance of common stock
for acquisition of patent,May 1999 - - 8,761
Issuance of common stock
for services, June 1999 - - 33,865
Payments received on notes
receivable, July 23, 1999 - 16,000 16,000
Payment of subscription 4,970 - 4,970
Canceled warrant
subscription 530 - -
Net Loss - - ($132,047)
Balances at
September 30, 1999 $ - $(634,000) $217,273
</TABLE>
<TABLE>
<CAPTION>
NETWEB ONLINE.COM INC.
(Formerly "The Golfing Network.Com, Inc.", formerly "GEAC Inc.")
STATEMENTS OF CASH FLOWS
For the year ended September 30, 1999 and the period
from November 5, 1997 (inception) to September 30, 1998
1999 1998
<S> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES
Net Loss $(132,047) $(142,254)
Adjustments to reconcile net
loss to net cash used in
operating activities
Depreciation and amortization 5,605 -
Common stock issued for
services 43,865 10,450
Change in:
Advertising costs (1,491) (180,300)
Inventory (12,301) (38,029)
Prepaid expenses (2,189) -
Accrued expenses 7,326 -
Net cash used in operating
activities (91,232) (350,133)
CASH FLOWS FROM INVESTING ACTIVITIES
Advance to shareholder - (1,250)
Deposit on patent - (20,000)
Net cash used in investing
activities - (21,250)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of
common stock, preferred stock
and warrants, including payment
on related notes 86,788 341,710
Borrowings on note payable - 35,000
Net cash provided by financing
activities 86,788 376,710
INCREASE/DECREASE IN CASH (4,444) 5,327
Cash and cash equivalents at
beginning of period 5,327 -
Cash and cash equivalents at end
of period $ 883 $5,327
SUPPLEMENTAL INFORMATION ON CASH FLOWS:
Cash paid during the period for:
Interest $- $ -
Income taxes $- $ -
Non-cash investing and financing
activities:
Issuance of common stock for
acquisition of patent $8,761 $ -
Issuance of common stock for
services $43,865 $ 10,450
Common stock sold for notes $650,000 $ -
</TABLE>
<PAGE>
NETWEB ONLINE.COM INC.
(Formerly "The Golfing Network.Com, Inc.", formerly "GEAC Inc.")
NOTES TO THE FINANCIAL STATEMENTS
NOTE A - NATURE OF OPERATIONS
The Golfing Network.Com, Inc. (the "Company") was incorporated in the State of
Texas under the name GEAC, Inc. on November 5, 1997. In 1999 its Certificate
of Incorporation was amended to change its name, initially to The Golfing
Network.Com and subsequently to NetWeb OnLine.Com Inc. The Company was formed
for the purposes of purchasing a patent and other additional business
operations.
The Company markets, promotes and distributes the "Wonderstick" golf swing
training aid and other golf related products and services. The Company is
located in McKinney, Texas and sells products throughout the United States
directly to the public through golf instructors and via the internet through
its proprietary web sites.
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates and Assumptions
Management uses estimates and assumptions in preparing financial statements in
accordance with generally accepted accounting principles. Those estimates and
assumptions affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported amounts of
revenues and expenses. Actual results could vary from the estimates that were
used.
Income Taxes
The Company accounts for income taxes in accordance with the asset and
liability method. Deferred income tax assets and liabilities are computed
periodically for differences between the financial statement and tax bases of
assets and liabilities that will result in taxable or deductible amounts in
the future based on enacted tax laws and rates applicable to the periods in
which the differences are expected to affect taxable income. Valuation
allowances are established when necessary to reduce deferred tax assets to the
amount expected to be realized. Income tax expense is the tax payable or
refundable for the period plus or minus the change during the period in
deferred tax assets and liabilities.
Cash and Cash Equivalents
The Company considers all unrestricted cash on hand and in banks, certificates
of deposit and other highly-liquid investments with maturities of three months
or less when purchased, to be cash and cash equivalents for purposes of the
Statements of Cash Flows.
Inventories
Inventories consist of golf swing training kits. Inventories are stated at
the lower of cost or market. The weighted-average cost method is used to
determine the cost of inventories.
Advertising Costs
Advertising costs are charged to operations when the advertising first takes
place. The Company capitalized $1,491 in September 30, 1999 and $180,300 in
September 30, 1998 related to the final version of the infomercial that has yet
to be aired. Advertising expense totaled $13,879 for the year ended September
30, 1999 and $69,955 for the period ended September 30, 1998.
Patent
The patent is being amortized straight-line over five years, the estimated
useful
life of the patent.
Earnings Per Share
The Company computes basic earnings (loss) per share based on the weighted
average number of common shares outstanding. Diluted earnings (loss) per share
is computed based on the weighted average number of shares outstanding, plus the
number of additional common shares that would have been outstanding if dilutive
potential common shares had been issued.
NOTE C - GOING CONCERN UNCERTAINTY
The ability of the Company to continue as a going concern is dependent on its
ability to raise the necessary capital to finance the implementation of its
business plan. The financial statements do not include any adjustments to
reflect the possible effects on the recoverability and classification of assets
or classification of liabilities which may result from the possible inability of
the Company to continue as a going concern. Management intends to raise the
necessary capital through equity offerings and or debt financing.
NOTE D - RELATED PARTY TRANSACTIONS
During the year ended September 30, 1999 and period ended September 30, 1998,
the Company issued 150,000 and 100,000 shares of the Company's common stock,
respectively, for services rendered, to a corporation controlled by a director.
During the year ended September 30, 1999, the Company paid approximately $18,000
for consulting services to a director and shareholder of the Company.
Note payable to related party consists of an amount due from a significant
shareholder. The note is unsecured, bears interest at 7.5%, and matures in
February 2003 at which time both principal and interest will be due.
NOTE E - STOCKHOLDERS' EQUITY
During February 1998, the Company issued 100 percent of it's then authorized no
par common stock (100,000 shares) for an initial cash contribution of $1,025.
Pursuant to a subsequent change in capital structure, the Company amended it's
articles of incorporation to establish a par value of $.001 per share,
authorized common stock of 30,000,000, and authorized preferred stock of
5,000,000 shares. In conjunction with this change in capital structure,
the sole stockholder redeemed all of his shares for 1,161,000 newly
authorized shares.
During the period from February 1998 through September 30, 1998, the Company
raised $120,627 in cash proceeds through the private placement of an additional
1,204,785 shares of common stock. The Company also issued 450,000 shares of
common stock to consultants for services rendered. These shares were recorded
at their par value, which was considered to be their fair value at the date of
issuance. The Company also issued 16,400 shares of common stock for services
rendered. These shares were recorded at $10,000 which was based upon the fair
value of the services received.
During the period ended September 30, 1998, the Company completed the initial
phase of a Rule 504 public offering of common stock and warrants. Proceeds
raised from the offering totaled $4,988, net of $31,512 in offering costs. Gross
proceeds received from the offering totaled $36,500. The Company sold 50,000
common shares at an offering price of $.60 per share, and 650,000 warrants at an
offering price of $.01 per warrant. The warrants, all of which were exercised
in April 1999 in exchange for notes, allowed the holder to purchase one share of
the Company's common stock at a price of $1.00. The notes are non-interest
bearing and are due and payable only upon the sale of the shares to a third
party. As of September 30, 1999, 16,000 of the shares had been sold to third
parties and the related amounts were paid to the Company in accordance with the
terms of the notes.
During the period from February 1998 through May 15, 1998, the Company completed
a private placement of 200,000 of Series II preferred stock. The Company
received cash proceeds of $200,000 for the issuance of the shares. Each share
of Series II preferred stock is redeemable at the option of the Company at a
price of $1.50 per share at the earlier of May 14, 2000, or the completion by
the Company of a $2,000,000 net equity offering, and pays no dividends.
On July 8, 1998 the Company completed a private placement of 13,940 shares of
Series I convertible preferred stock. The Company received cash proceeds of
$20,400 for the issuance of these shares. Each share of Series I preferred
stock is convertible into three shares of the Company's common stock at the
option of the preferred stockholder, and pays no dividends.
During December 1998 the Company completed a private placement of 15,026 shares
of Series I convertible preferred stock. The Company received cash proceeds of
$65,818 for the issuance of these shares. Each share of Series I preferred
stock is convertible into three shares of the Company's common stock at the
option of the preferred stockholder, and pays no dividends.
During the year ended September 30, 1999, the Company issued 438,656 shares of
common stock to consultants for services rendered. These shares were recorded
at $.10 per share, which was considered to be their fair value at the date of
issuance. The Company also issued 87,606 common shares in connection with the
acquisition of a patent, recorded at $.10 per share, the fair value at the date
of issuance.
NOTE F - PATENT
The Company purchased rights to the "Wonderstick" patent from the two previous
owners. The terms and conditions of the agreements are as follows:
The Company purchased the interest of owner number one for future royalties.
Under the agreement, owner number one will receive a $1.00 royalty for each unit
sold net of returns and giveaways. This agreement will expire on December 31,
2003, at which point the seller would retain no further interest in the patent.
In the event, however, that less than 100,000 units have been sold by that time,
rights to the patent would revert back to the seller. The Company does have the
option to "buy out" the contract for the remainder amount left on the minimum
$100,000 ($1.00 per unit for 100,000 units) plus an additional sum of $15,000.
Effective June 3, 1998, the Company has also entered into an agreement to
purchase the remaining interest in the "Wonderstick" patent from Wonderstick,
Inc. (owner number two). Under the agreement, the Company purchased all the
corporate assets of Wonderstick, Inc. (primarily patent and trademark rights)
for cash of $60,000 plus royalties and a stock option. A $20,000 cash down
payment was made by the Company pursuant to this agreement, and the remaining
$40,000 is
still payable, and at September 30, 1999 is included in other payables in the
accompanying balance sheet. Royalties of 10% of net sales for units sold with
a per unit sales price between $15.00 and $34.99 and $2.04 per unit for units
sold at $35.00 or higher will be due for a period of five years from the date of
closing of the agreement. At closing, the seller was also granted an option to
purchase 3 percent of the outstanding common stock of the Company at a total
exercise price of $100. In connection with the purchase from owner number two
the Company has agreed to enter into a three-year independent contractor
agreement. The agreement provides for annual compensation of $40,000 plus an 11
percent commission. As of September 30, 1999 the independent contractor
agreement had not been executed.
NOTE G - ADDITIONAL ROYALTIES
In addition to the royalties due the two owners of the patent (see Note F), the
Company has also entered into royalty agreements for the endorsement of the
Company's product by five industry professionals. The agreements, which expire
from April 19, 2000 to May 31, 2000, provide for royalties accumulating to $1.10
per unit to be paid on "endorsed product" sales. Royalties due as of September
30, 1999 have been accrued and are included in accrued liabilities.
<PAGE>
<TABLE>
<CAPTION>
NOTE H - INCOME TAXES
Deferred tax assets and liabilities at September 30, 1999 and 1998, consist of
the following:
1999 1998
<S> <C> <C>
Current deferred tax asset $67,208 $66,657
Current deferred tax liability (67,208) (66,657)
$ - $ -
Non-current deferred tax asset $101,409 $52,591
Valuation allowance (101,409) (52,591)
$ - $ -
</TABLE>
The current deferred tax liability results from capitalized advertising costs
which were previously deductible for income tax purposes. The non-current
deferred tax assets result from the net operating loss carryforward which
approximates $446,000 and $322,000 at September 30, 1999 and September 30, 1998,
respectively. The net operating loss carryforward, which is subject to annual
limitations as prescribed by the Internal Revenue Code, is available to offset
future taxable income through 2019. A 100% valuation allowance has been
recorded to offset the net deferred tax asset due to the uncertainty of
generating future taxable income.
The Company's income tax expense for the year ended September 30, 1999 and the
period ended September 30, 1998, differed from the statutory federal rate of
34 percent as follows:
<TABLE>
<CAPTION>
1999 1998
<S> <C> <C>
Statutory rate applied to loss
before income taxes $(44,896) $(48,366)
Increase (decrease) in income
taxes resulting from:
State income taxes, net of federal
income tax effect (3,922) (4,225)
Increase in valuation allowance 49,369 52,591
Other (551) -
Income tax expense $- $-
</TABLE>
NOTE I - SUBSEQUENT EVENTS
Effective December 14, 1999 the Company changed its name to NetWebOnLine.Com
Inc. On December 15, 1999 the Company purchased all of the outstanding shares of
NetWebOnline.Com Inc., a Florida corporation ("NetWeb Florida"), in exchange for
the issuance of 2,300,000 shares of common stock and 700,000 shares of Series I
preferred stock of the Company. NetWeb Florida was incorporated in Florida on
October 5, 1999 for the purposes of engaging in the business of developing,
acquiring and operating proprietary, content-based Internet web sites. It has
not conducted any business operations through the date of this report.
<PAGE>
Part III
Item 1. Index to Exhibits
Exhibit Number Description
(3) 10 Articles of Incorporation, As Amended
20 By-laws
(10) Material Contracts
1. Stock Acquisition Agreement between the
Company and NetWeb OnLine.Com, Inc. (FL), dated as of December
13, 1999.
2. Employment Agreement between TGNC (FL)
and Bryan J. Efimov dated December 30, 1999.
3. Sale, Transfer and Assignment of Assets
between PR Sources Inc. and NetWeb OnLine.Com Inc. (FL) dated
October 7, 1999.
4. Sale, Transfer and Assignment of Federal
Service Mark Registration between PR Sources Inc. and NetWeb
OnLine.Com Inc. dated November 1, 1999.
5. License and Non-Disclosure Agreement
between Internet Shops, Inc. dated July 30, 1999.
6. Patent Assignment from Theodore Staats
to the Company, dated April 9, 1998.
7. Patent Assignment Agreement between
William O. Corder, Jr., and the Company, dated June 2, 1998.
8. Trademark Assignment from Wonder Stick
Inc., to the Company, dated April 9, 1998.
9. Asset Purchase Agreement between Wonder
Stick, Inc., and the Company, dated June 3, 1998.
10. Co-Brand Agreement between uMember.com
Inc., dated November 21, 1999.
11. Purchase and Sale Agreement between R&R
Investments and the Company, dated December 6, 1999.
12. Manufacturing Contract between GEAC,
Inc. and New Beginnings Manufacturing, dated September 17, 1998.
(21) Subsidiaries
NetWeb OnLine.Com (Florida)
The Golfing Network.Com Inc. (Florida)
(27) Financial Data Schedule
<PAGE>
SIGNATURES
In accordance with Section 12 of the Securities
Exchange Act of 1934, the registrant caused this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized.
NETWEB ONLINE.COM INC.
Dated By: /s/ Bryan Efimov
January 10, 2000 Bryan Efimov, President
By: /s/ Paul M. Galant
Paul M. Galant, Chief Financial Officer
RESTATED ARTICLES OF INCORPORATION
OF
GEAC, Inc.
Article I.
Pursuant to the provisions of Article 4.07 of the Texas Business
Corporation Act, GEAC, Inc. hereby adopts these Restated Articles
of Incorporation, which accurately copy the Articles of
Incorporation and all amendments thereto that are in effect to
date, and as further amended by such Restated Articles of
Incorporation as hereinafter set forth, and which contain no
other change in any provision thereof.
Article II.
Articles Three, Four and Seven of the Articles of Incorporation
of the Corporation are hereby amended by these Restated Articles
of Incorporation as follows:
Article Three
The purpose for which this corporation is organized is the
transaction of any or all lawful business for which a corporation
may be incorporated under the Texas Business Corporation Act.
Article Four
This Corporation is authorized to issue Thirty-Five Million
(35,000,000) shares of Capital Stock as follows:
4.1 Common Stock. Thirty Million (30,000,000) shares of
Common Stock, having the par value of $0.001 per share. The
holders of Common Stock are entitled to one vote for each share
held on all matters submitted to a vote of shareholders. Holders
of Common Stock are entitled to receive ratably such dividends,
if any, as may be declared by the Board of Directors out of funds
legally available therefore, subject to any preferential dividend
rights of outstanding Preferred Stock. The holders of Common
Stock have no preemptive, subscription, redemption or conversion
rights.
4.2 Preferred Stock. Five Million (5,000,000) shares of
Preferred Stock subject to the following designations:
4.2.1 One Million (1,000,000) shares are hereby
designated as Series I, $0.001 par value Convertible Preferred
Stock; each share of which shall be convertible, with no further
consideration required, into three (3) shares of $0.001 par value
Common Stock. These shares may be subject to such other terms
and conditions as the Board of Directors may determine at the
time of issuance, without further action of the stockholders
being required. Such preferred shares may or may not be: issued
in series, convertible into shares of Common Stock, redeemable by
the Company, or entitled to cumulative dividends.
4.2.2 Four Million (4,000,000) shares are hereby
classified as $0.001 par value Preferred Stock and shall remain
without any further designation until such time as same are
issued by the Board of Directors upon such terms and conditions
as may hereafter be determined, without any further action of the
stockholders being required.
Unless otherwise determined by the Board of Directors at the time
of issuance, none of the preferred shareholders shall have any
voting rights.
4.3 Exchange of Issued Shares. Each share of the One
Hundred Thousand (100,000) shares of no par value Common Stock
which are presently issued outstanding shall, upon the filing
hereof by the Secretary of State of the State of Texas, be
exchanged for one share of the $0.001 par value Common Stock
without any further consideration being required.
Article Seven
The number of directors constituting the Board of Directors shall
be at least one and as many as may be provided for in the By-
Laws. The names and addresses of the members of the Board of
Directors as of the date hereof are:
Bryan Efimov, 4419 Santa Fe Lane, McKinney, Texas
75070
Theodore A. Efimove, 9114 W. 125th Street, Palos
Park, IL 60464
Sylvia A. Efimov, 9114 W. 125th Street, Palos
Park, IL 60464
Article III.
The foregoing Amendments made by these Restated Articles of
Incorporation have been effected in conformity with the
provisions of the Texas Business Corporation Act and as amendment
these Restated Articles of Incorporation were duly adopted by the
unanimous written consent of the two shareholders owning an
aggregate of 100,000 shares of Common Stock, being all of the
issued and outstanding shares of this corporation, on March 31,
1998.
Article IV.
The Articles of Incorporation and all amendments and supplements
thereto are hereby superseded by the following Restated Articles
of Incorporation which accurately copy the entire text thereof
and as amended as above set forth:
Restated Articles of Incorporation
Article One
The name of the corporation is GEAC, Inc..
Article Two
The period of its duration is perpetual.
Article Three
The purpose for which this corporation is organized is the
transaction of any or all lawful business for which a corporation
may be incorporated under the Texas Business Corporation Act.
Article Four
This Corporation is authorized to issue Thirty-Five Million
(35,000,000) shares of Capital Stock as follows:
4.1 Common Stock. Thirty Million (30,000,000) shares of
Common Stock, having the par value of $0.001 per share. The
holders of Common Stock are entitled to one vote for each share
held on all matters submitted to a vote of shareholders. Holders
of Common Stock are entitled to receive ratably such dividends,
if any, as may be declared by the Board of Directors out of funds
legally available therefore, subject to any preferential dividend
rights of outstanding Preferred Stock. The holders of Common
Stock have no preemptive, subscription, redemption or conversion
rights.
4.2 Preferred Stock. Five Million (5,000,000) shares of
Preferred Stock subject to the following designations:
4.2.1 One Million (1,000,000) shares are hereby
designated as Series I, $0.001 par value Convertible Preferred
Stock; each share of which shall be convertible, with no further
consideration required, into three (3) shares of $0.001 par value
Common Stock. These shares may be subject to such other terms
and conditions as the Board of Directors may determine at the
time of issuance, without further action of the stockholders
being required. Such preferred shares may or may not be: issued
in series, convertible into shares of Common Stock, redeemable by
the Company, or entitled to cumulative dividends.
4.2.2 Four Million (4,000,000) shares are hereby
classified as $0.001 par value Preferred Stock and shall remain
without any further designation until such time as same are
issued by the Board of Directors upon such terms and conditions
as may hereafter be determined, without any further action of the
stockholders being required.
Unless otherwise determined by the Board of Directors at the time
of issuance, none of the preferred shareholders shall have any
voting rights.
4.3 Exchange of Issued Shares. Each share of the One
Hundred Thousand (100,000) shares of no par value Common Stock
which are presently issued outstanding shall, upon the filing
hereof by the Secretary of State of the State of Texas, be
exchanged for one share of the $0.001 par value Common Stock
without any further consideration being required.
Article Seven
The number of directors constituting the Board of Directors shall
be at least one and as many as may be provided for in the By-
Laws. The names and addresses of the members of the Board of
Directors as of the date hereof are:
Bryan Efimov, 4419 Santa Fe Lane, McKinney, Texas
75070
Theodore A. Efimove, 9114 W. 125th Street, Palos
Park, IL 60464
Sylvia A. Efimov, 9114 W. 125th Street, Palos
Park, IL 60464
IN WITNESS WHEREOF, the undersigned has executed this Restated
Articles of Incorporation this 31st day of March, 1998.
GEAC, Inc.
By: /s/ Bryan Efimov
Bryan Efimov, President
State of Texas )
County of Dallas )
Before me, a notary public, on this day personally appeared Bryan
Efimov, known to me to be the person whose name is subscribed to
the foregoing document, and being by me first duly sworn,
declared that the statements herein contained are true and
correct.
Given under my hand and seal of office this 31st day of March,
1998.
/s/ Belia Maxwell Seal:
Notary Public, State of Texas
Commission Expires: December 11, 2000
CORPORATE BY-LAWS
OF
GEAC, INC.
ARTICLE ONE - OFFICES
The initial principal office of the corporation shall be
established and maintained in McKinney, Texas; or such other
place within or without the State of Texas, as the Board by
resolution may, from time to time, establish.
ARTICLE TWO - SHAREHOLDERS
2.1 PLACE OF MEETINGS. Shareholder's meetings shall be held at
the principal office of the corporation, or at such other place,
within or without the State of Texas, as the Board shall
authorize.
2.2 ANNUAL MEETINGS. Effective calendar year 1999, the annual
meeting of Shareholders shall be held on the 15th day of May at
2:00 p.m. in each year; however, if such date falls on a Sunday
or a legal holiday, then such meeting shall be held on the next
business day following, at the same time, whereby the
Shareholders shall transact any and all business properly brought
before said meeting.
2.3 SPECIAL MEETINGS. Special meetings of the Shareholders may
be called by the Board or by the president, or at the written
request of the Shareholders owning a majority of the stock
entitled to vote at such meeting. A meeting requested by the
Shareholders shall be called for a date not less than ten nor
more than sixty days after such request is made. The secretary
shall issue the call for the meeting unless the president, the
Board or the Shareholders shall designate another to make said
call.
2.4 NOTICE OF MEETINGS. All Notices for Shareholder meetings
and any adjournment therefor, shall be in writing and state the
purposes, time and place for the meeting. Notice shall be mailed
to each Shareholder having the right and being entitled to vote
at such meetings, at the last address appearing for said
Shareholder upon the records of the corporation, not less than
ten nor more than sixty days prior to the date set for such
meeting. In the case of stock transfers occurring after such
notice, no notice to the transferees shall be required. A Waiver
of Notice may be made by any Shareholder, in writing, either
before, during or after the meeting.
2.5 RECORD DATE. The Board may fix a record date not more than
forty days prior to the date set for a meeting of Shareholders as
the date as of which the Shareholders of record who have the
right to and are entitled to notice of and to vote at such
meeting and any adjournment thereof shall be determined. Notice
that such date has been fixed may be published in the city, town
or county where the principal office of the corporation is
located and in each city or town where a transfer agent of the
stock of the corporation is located.
2.6 VOTING. Every Shareholder shall be entitled at each
meeting, and upon each proposal presented thereat, to one vote
for each share of voting stock, recorded in said Shareholder's
name on the books of the corporation on the record date as fixed
by the Board. If no record date was fixed, on the date of the
meeting the Shareholder Record books shall be produced at the
meeting upon the request of any Shareholder. Upon demand of any
Shareholder, the vote for Directors and the vote upon any
question before the meeting, shall be by written ballot. All
elections for Directors shall be decided by plurality vote of the
holders of the Common Stock; all other questions shall be decided
by majority vote. Unless otherwise designated by the Board of
Directors on their issuance, preferred Shareholders shall not
have voting rights.
2.7 QUORUM. The presence, in person or by proxy, of
Shareholders holding a majority of the stock of the corporation
entitled to vote shall constitute a quorum at all meetings of the
Shareholders. In case a quorum shall not be present at any
meeting, a majority of interest of the Shareholder entitled to
vote thereat present in person or by proxy, shall have power to
adjourn the meeting from time to time, without notice other than
by announcement at the meeting, until the requisite number of
shares entitled to vote shall be represented in person or by
proxy. At any such adjourned meeting at which the requisite
number of shares entitled to vote is represented, any business
may be transacted which might have been transacted at the meeting
as originally noticed; but only those Shareholders entitled to
vote at the meeting as originally noticed shall be entitled to
vote at any adjournment or adjournments thereof.
2.8 PROXIES. At any Shareholders meeting, or any adjournment
thereof, any Shareholder of record having the right to and
entitled to vote thereat may be represented and vote by proxy
appointed in a written instrument. No such proxy shall be voted
after three years from the date of the instrument unless the
instrument provides for a longer period. In the event that any
such instrument provides for two ore more persons to act as
proxies, a majority of such persons present at the meeting, or if
only one be present, that one shall have all powers conferred by
the proxy instrument upon all persons so designated unless the
instrument shall provide otherwise.
2.9 SHAREHOLDER LIST. After fixing a record date for a meeting,
the corporation shall prepare an alphabetical list of the names
of all of its Shareholders who are entitled to notice of a
Shareholders meeting. Such list shall be arranged by voting
group with the names and addresses, number and class, and series
if any, of shares held by each. This list shall be available for
inspection by any Shareholder for a period of ten days prior to
the meeting.
ARTICLE THREE - DIRECTORS
3.1 BOARD OF DIRECTORS. The business of the corporation shall
be managed and its corporate powers exercised by a Board of at
least One and no more than Nine directors, each of whom shall be
of full age. It shall not be necessary for Directors to be
Shareholders.
3.2 ELECTION AND TERM OF DIRECTORS. Directors shall be elected
at the annual meeting of Shareholders and each Director shall
hold office until his successor has been elected and qualified,
or until the Director's prior resignation or removal.
3.3 VACANCIES. If the office of any Director, member of a
committee or other office becomes vacant the remaining Directors
may, by a majority vote, appoint any qualified person to fill
such vacancy for the unexpired term and until a successor shall
be duly chosen or elected and qualified.
3.4 REMOVAL OF DIRECTORS. Any and all of the Directors may be
removed with or without cause by vote of the holders of a
majority of the stock entitled to vote at a special meeting of
Shareholders called for that purpose. Any Director may be
removed with or without cause by majority vote of the Board of
Directors, including the vote of the Director whose removal is
being voted upon.
3.5 NEWLY CREATED DIRECTORSHIPS. The number of Directors may be
increased from time to time by amendment of these By-Laws adopted
pursuant to Article Eight hereof.
3.6 RESIGNATION. a Director may resign at any time by giving
written notice to the Board, the president or the secretary of
the corporation. Unless otherwise specified in the notice, the
resignation shall take effect upon receipt thereof by the Board
or such corporate officer, and the acceptance of the resignation
shall not be necessary to make it effective.
3.7 QUORUM. A majority of the Directors shall constitute a
quorum for the transaction of business. If at any meeting of the
Board there shall be less than a quorum present, a majority of
those present may adjourn the meeting until a quorum is obtained
and no further notice thereof need be given other than by
announcement at the meeting which shall be so adjourned.
3.8 PLACE AND TIME OF BOARD MEETINGS. The Board may hold its
meeting at the office of the corporation or at such other places,
within or without the State of Texas, as it may from time to time
determine.
3.9 REGULAR ANNUAL MEETING. The regular meeting of the Board
shall be held immediately following the annual meeting of the
Shareholders at the place of such annual Shareholders meeting.
3.10 NOTICE OF MEETINGS OF THE BOARD. Regular meetings of the
Board may be held without notice at such time and place as the
Board shall from time to time determine. Special meetings of the
Board shall be held upon notice to the Directors and may be
called by the president upon three days notice delivered to each
Director either personally or by mail, telephone, or telegram.
Upon the written request of at least two directors, special
meetings shall be called by the president or by the secretary in
like manner. Notice of a meeting need not be given to any
Director who submits a written Waiver of Notice, whether before,
during or after the meeting; nor to a Director who attends and
participates in the meeting without protesting the lack of notice
prior to or upon the commencement of such meeting.
3.11 EXECUTIVE AND OTHER COMMITTEES. The Board may, by
appropriate resolution, designate two ore more of their number to
one or more committees, which to the extent provided in said
resolution or these By-Laws, may exercise the powers of the Board
in the management of the business of the corporation.
3.12 COMPENSATION. The Board may provide for compensation to be
paid to outside (i.e., not otherwise employed by the Corporation)
Directors for their services as such. Alternatively the Board
may provide each director with a fixed sum plus reimbursement of
the necessary expenses actually incurred by their actual
attendance at the annual, regular and special meetings of the
Board.
3.13 DUAL CAPACITY. Directors shall not be precluded from
simultaneously serving the corporation in any other capacity nor
from receiving compensation from the corporation for such
services.
ARTICLE FOUR - OFFICERS
4.1 OFFICERS, ELECTION AND TERM.
A. The Board may elect or appoint a chairman, a president,
one or more vice presidents, a secretary, an assistant secretary,
a treasurer and an assistant treasurer and such other officers as
it may determine who shall have duties and powers as hereinafter
provided.
B. All officers shall be elected or appointed to hold
office until the next Regular Annual Meeting of the Board and
until their successors have been elected or appointed and
qualified.
4.2 REMOVAL, RESIGNATION, COMPENSATION, ETC.
A. Any officer may be removed by the Board with or without
cause.
B. In the event of the death, resignation or removal of an
officer, the Board may in its discretion, elect or
appoint a successor to fill the unexpired term.
C. Any two or more offices may be held by the same person.
D. The Board shall determine the compensation for all
officers.
E. The Directors may require that any officer give
security for the faithful performance of the duties of
such office.
4.3 CHAIRMAN. The Chairman of the Board, if one be elected,
shall preside at all meetings of the Board and shall have and
perform such other duties from time to time as may be assigned by
the Board or the Executive Committee.
4.4 CHIEF EXECUTIVE OFFICER. From time to time the Board may
elect either the Chairman, the President or any other individual
to serve the Corporation as the Chief Executive Officer, with
full responsibilities as the highest elected officer for the
conduct of the business operations of the Corporation. Such CEO
would allocate responsibilities to the President and other
executive officers.
4.5 PRESIDENT. Unless otherwise determined by the Board, the
president shall be the chief executive officer of the corporation
and shall have the general powers and duties of supervision,
management and control of the business of the corporation as is
usually vested in the office of the president of a corporation,
including presiding at all meetings of the Shareholders, and
presiding at board meetings in the absence of the Chairman.
Unless the Board provides otherwise, the president shall executed
bonds, mortgages and other contracts in behalf of the
corporation, and shall cause the seal to be affixed to an
instrument when so required.
4.6 VICE-PRESIDENT. The vice-president shall perform such
duties as from time to time the Board shall prescribe or the
president shall assign. During the absence or disability of the
president, the vice-president, or if there be more than one, the
senior executive vice president, shall have all the powers and
functions of the president.
4.7 SECRETARY. The secretary shall: attend all Shareholder and
Board meetings; record all votes and minutes of all corporate
proceedings; give or cause to be given notice of all Shareholder
and Directors meetings; maintain custody and control of the
corporate seal, affixing it upon instruments when required and
authorized to do so by the Board or the president; prepare or
cause to be prepared a certified list of Shareholders, in
alphabetical order indicating the number os shares of each
respective class held by each such Shareholder; keep all
documents and corporate records as required by law and in a
proper and safe manner; and to perform such other duties as may
be prescribed by the Board or assigned by the president.
4.8 ASSISTANT SECRETARY. The assistant-secretary shall perform
such duties and functions as may be assigned by the secretary.
During the absence or disability of the secretary, the assistant-
secretary, or if there are more than one, the one so designated
by the secretary or by the Board, shall have all of the powers
and functions of the secretary.
4.9 TREASURER. The treasurer shall: have the custody and
control of the corporate funds and securities; keep full and
accurate books of account, including the receipts and
disbursements in the corporate accounts; record and deposit all
money and other valuable in the name and to the credit of the
corporation in such depositories as designated by the Board;
disburse the funds of the corporate as ordered or authorized by
the Board, preserving proper vouchers therefor; render full
statements of the books and records, including income, profit and
loss, and the financial condition of the corporation to the
president and at the regular meetings of the Board. The
treasurer shall render a full and accurate financial report at
the annual meeting of the Shareholders. To ensure the accuracy
of the reports which the treasurer is responsible for preparing,
all other officers of the corporation shall provide the treasurer
with such reports and statements as may be requested from time to
time. The treasurer shall perform such other duties as may be
required from time to time by the Board or assigned by the
president.
4.10 ASSISTANT-TREASURER. The assistant-treasurer shall perform
such duties and functions as may be assigned by the treasurer.
During the absence or disability of the treasurer, the assistant-
treasurer, or if there are more than one, the one so designated
by the treasurer or by the Board, shall have all of the powers
and functions of the treasurer.
4.11 SURETIES AND BOND. The Board may require any officer or
agent of the corporation to provide the corporation with a surety
bond in such sum and with such surety as the Board may direct, to
assure the faithful performance of duties to the corporation,
including responsibility for negligence and for the accounting
for all assets and property of the corporation for which such
officer or agent may have responsibility.
4.12 INDEMNIFICATION. The Company is authorized in its By-laws
to indemnity its officers and directors to the fullest extent
allowed under the provisions of the laws of the State of Texas
for claims brought against such persons in their capacity as
officers and or directors.
ARTICLE FIVE - CERTIFICATES FOR SHARES
5.1 CERTIFICATES. The shares of capital stock for which the
corporation is authorized to issue shall be represented by
certificates, which shall be numbered and recorded in the
Shareholders Record and Transfer books upon their issuance. Each
certificate shall: exhibit the holder's name; the number of
shares owned; be duly signed by the president and secretary; and
bear the seal of the corporation. By resolution of the Board,
facsimile signatures of such officers may be used. In the event
that the corporation appoints a transfer agent and or registrar,
in order to be valid each certificate shall exhibit the endorsed
authorized signature of such agent.
5.2 LOST OR DESTROYED CERTIFICATES. The Board may direct that a
new certificate(s) be issued in place of previously issued but
lost or destroyed certificates upon the provision to the
corporation of an affidavit by the Shareholder(s) setting forth
the facts surrounding the lost or destroyed certificates. The
Board may in its discretion and as a condition precedent to the
issuance of a replacement certificate, require that the
Shareholder provide a bond or other security, to indemnify the
corporation in the event of a future claim with respect to the
certificate alleged to have been lost or destroyed.
5.3 TRANSFER OF SHARES. Upon surrender to the corporation (or
its transfer agent) of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or
authority to transfer, it shall be the duty of the corporation to
issue a new certificate to the person(s) entitled thereto, and
the old certificate shall be canceled upon the Stock Transfer
books and records of the corporation, which shall be kept at its
principal office. Transfers made as collateral security, and not
absolutely, shall be so indicated upon the transfer ledger. No
transfer shall be made during the ten days immediately prior to
the annual meeting of the Shareholders.
5.4 APPOINTMENT OF TRANSFER AGENT. The Board shall have the
power and authority to appoint a duly licensed and SEC qualified
stock transfer agency to provide stock transfer, registrar and
warrant agency services to the corporation.
CLOSING TRANSFER BOOKS. The Board shall have the power to
close the share transfer books of the corporation for a period of
not more than ten days during the thirty day period immediately
preceding: a) any Shareholders meeting; or b) any date upon which
Shareholders shall be called upon to have a right to take action
without a meeting; or c) any date fixed for the payment of a
dividend or any other form of distribution.
Only those Shareholders of record at the time the transfer books
are closed, shall be recognized as such for the purposes of:
receiving meeting notices, voting at meetings, taking action
without a meeting, or receiving dividends or other distributions.
ARTICLE SIX - DIVIDENDS
Out of funds which are legally available, the Board may at any
regular or special meeting, declare cash dividends payable upon
the capital stock of the corporation. Before declaring any such
dividend there may be set apart out of any funds so available,
such sum or sums as the Board from time to time deems proper for
working capital, or as a reserve fund to meet contingencies, or
for equalizing dividends, or for such other purposes as the Board
shall deem in the best interests of the corporation.
ARTICLE SEVEN - CORPORATE SEAL
7.1 DESCRIPTION AND USE. The seal of the corporation shall be
circular in form, and shall bear the name of the corporation, the
year of its organization, and the "state of Texas", and the words
"Corporate Seal" or an image of the 'Lone Star'. The seal may be
used by causing it to be impressed directly upon the instrument
or writing to be sealed, or upon an adhesive substance to be
affixed thereto. The seal on the Certificates for shares, or on
any corporate obligation for the payment of money, may be
facsimile, engraved or printed.
7.2 CONTROL AND CUSTODY. Except as otherwise directed by the
Board, the president of the corporation shall cause the seal to
be affixed to any corporate instruments, including bonds,
mortgages and other contracts, in behalf of the corporation.
When so affixed, the secretary or treasurer of the corporation
shall attest thereto. The secretary of the corporation shall
bear primary responsibility for maintaining custody and control
of the seal at all times.
ARTICLE EIGHT - EXECUTION OF INSTRUMENTS
All corporate instruments and documents shall be signed or
countersigned, executed, verified or acknowledged by such officer
or officers or other person(s) as the Board may from time to time
designate. All checks, drafts or other orders for the payment of
money, notes or other evidences of indebtedness issued in the
name of the corporation shall be signed by such officer or
officers, agent or agents of the corporation, and in such manner
as shall be determined from time to time by the Board.
ARTICLE NINE - FISCAL YEAR
The corporation's fiscal year shall be as determined by the Board
of Directors prior to the expiration of the twelfth month from
the date of incorporation.
ARTICLE TEN - NOTICE AND WAIVER OF NOTICE
Unless otherwise specifically provided to the contrary, all
notices required by these By-Laws shall be made, in writing and
delivered by depositing same in the United States postal service
mail depository, in a sealed postage-paid wrapper, properly
addressed to the person entitled to notice, at the last known
address of such person. Such notice shall be deemed to have been
given on the day of such mailing. Shareholders not entitled to
vote shall not be entitled to receive any notice of any meetings
except as otherwise provided by Statute.
Before, during or after an event to which a Shareholder is
entitled to notice, any Shareholder may execute a written waiver
of such notice, whether required by these By-Laws, the Articles
of Incorporation or any applicable statutes.
ARTICLE ELEVEN - CONSTRUCTION
Whenever a conflict arises between the language of these By-Laws
and the Articles of Incorporation, the Articles of Incorporation
shall take precedence.
ARTICLE TWELVE - ACTION BY CONSENT
Any action taken by the Shareholders, the Directors or a
Committee of the Board may be taken upon written consent, without
a meeting, pursuant to the applicable provisions of the
appropriate laws of the State of Texas.
ARTICLE THIRTEEN - AMENDMENTS
These By-Laws may be altered, changed, amended or repealed by the
affirmative vote of a majority of the stock issued and
outstanding and entitled to vote thereon, or the affirmative vote
of a majority of the Board, at any meeting duly called, and for
which proper notice of the meeting and its purpose was given to
the Shareholders or the members of the Board, respectively.
ARTICLE FIFTEEN - EMERGENCY BY-LAWS
Unless otherwise prohibited by law, in the event of and solely
during a catastrophic event any one member of the Board shall
constitute a quorum for the transaction of the corporation's
business. Any action taken in good faith and acted upon in
accordance with these By-Laws shall bind the corporation; and the
corporation shall hold harmless any Director, officer, employee
or agent who undertakes an action pursuant to these By-Laws.
STOCK ACQUISITION AGREEMENT
AGREEMENT made as of December 13, 1999, among The Golfing
Network.Com Inc., a Texas corporation with its principal place of
business located at 4419 Santa Fe Lane, McKinney, Texas 75070 (the
"Purchaser"); and NetWeb OnLine.Com Inc., a Florida corporation with its
principal place of business located at 3350 NW 2nd Avenue, Suite A28,
Boca Raton, Florida 33431 ("NetWeb") and the undersigned shareholders of
NetWeb ("Sellers").
W I T N E S S E T H :
WHEREAS, the Sellers own all the issued and outstanding shares of
NetWeb; and
WHEREAS, the Purchaser desires to acquire all the shares of the
Seller with a view towards integrating or combining the operations of
the Company with its own operations; and
WHEREAS, at least two-thirds of the shareholders of the Purchaser
have given their approval to the transaction evidenced by this
agreement, at a meeting duly called for that purpose on December 13,
1999; and
WHEREAS; the parties intend that this transaction constitute a
tax-free exchange of Sellers' stock of the Company solely in exchange
for voting capital stock of Purchaser, in accordance with the provisions
of Section 368(a)(1)(B) of the Internal Revenue Code, and all terms
contained herein shall be interpreted to effectuate such intent.
NOW, THEREFORE, it is agreed as follows:
1. Exchange. On the Closing Date, as hereafter defined, the
Sellers shall exchange all their shares in NetWeb, consisting of
2,300,000 common shares, par value $.001, and 250,000 convertible
preferred shares, par value $.001, duly endorsed and with the necessary
transfer stamps affixed, for Two Million Three Hundred Thousand
(2,300,000) common shares, par value $.001, and Seven Hundred Thousand
(700,000) preferred shares, par value $.001, of the Purchaser,
respectively, as more fully set forth in Schedule A to this Agreement.
The shares of Purchaser delivered to Seller shall be validly issued,
fully paid and nonassessable. All such shares, however, shall bear a
legend containing a reference to this Agreement and a restriction on
transfer indicating that the shares may not be offered or sold and no
transfer of them may be made unless in compliance with the Securities
Act of 1933. This transaction shall be completed in accordance with the
provisions of Section 368(a)(1)(B) of the Internal Revenue Code.
2. Closing. The Closing of this transaction will take place on
or about December 20, 1999 ("Closing Date") at the offices of NetWeb, or
at such other time and place as may be agreed in writing by the parties
to this Agreement.
3. Recomposition and Other Action By the Board of Directors.
Simultaneously with the Closing, Purchaser shall deliver to Seller the
unanimous written consent of all the directors of Purchaser approving:
(i) the written registration from Purchaser's Board of
Directors of Theodore A. Efimov and Sylvia A. Efimov;
(ii) the election of Harvey Judkowitz and Paul M. Galant as
Directors to fill the vacancies created by the resignation of Theodore
Efimov and Sylvia Efimov;
(iii) the election of the following persons to the following
offices of Purchaser: Harvey Judkowitz - Chairman/CEO, Bryan J. Efimov,
- President, Paul M. Galant - Secretary/Treasurer;
(iv) the amendment of Purchaser's Articles of Incorporation
to change the name of the Purchaser to NetWeb OnLine.Com Inc.;
(v) the transfer of all of Purchaser's current assets to The
Golfing Network.Com Inc., a Florida corporation in formation
("Subsidiary"), in exchange for 100% of the issued and outstanding
shares of such corporation;
(vi) the entering into of an employment agreement with Brian
Efimov, pursuant to which Mr. Efimov will be employed as President of
the Subsidiary on terms to be agreed upon by the parties;
(vii) the preparation and filing by Purchaser of a
registration statement on Form 10-SB with the Securities and Exchange
Commission.
4. Cancellation of Shares. Simultaneously with the Closing,
Bryan J. Efimov and Patricia Efimov and Theodore A. Efimov and Sylvia A
Efimov will deliver to Purchaser for cancellation 1,721,000 shares of
common stock of the Purchaser currently held by them. Such shares shall
be canceled by the Purchaser and returned to the Treasury.
5. Change of Name of Purchaser. As soon as practicable after
the Closing Date, the Purchaser shall prepare and file an amendment to
its Articles of Incorporation to change its name to NetWeb OnLine.Com
Inc.
6. Transfer of Assets by Purchaser. As soon as practicable
after the Closing Date, Purchaser will transfer all of its assets to
Subsidiary, in exchange for 100% of the issued and outstanding shares of
Subsidiary.
7. Investment Intent. The Sellers shall receive and hold the
shares of the Purchaser for investment only, without the present
intention or view towards resale thereof.
8. Representations of Sellers and NetWeb. The Sellers jointly
and severally warrant and represent as follows:
(a) The Sellers each own the number of shares set forth
beside his or her name on Schedule A hereto, free and clear of all
liens, claims or encumbrances of any type, each Seller has the sole and
unrestricted right to sell all of his or her shares to Purchaser in
accordance with the terms of this Agreement and such sale(s) will not
violate or result in any breach or default of or under any agreement,
covenant or obligation of or to which any of the Sellers may be bound.
(b) NetWeb is a business corporation duly organized and
existing under the laws of the State of Florida, with the authority to
issue 35,000,000 shares, of which 30,000,000 shares are designated as
common stock, par value $.001 (of which 2,300,000 shares are presently
issued and outstanding) and 5,000,000 shares are designated as preferred
shares, par value $.001 (of which 250,000 are presently issued and
outstanding).
(c) This Agreement and the transactions contemplated
hereby have been duly authorized by all necessary corporate action on
behalf of NetWeb and the entry into this Agreement and the performance
of all matters contemplated hereby shall not violate or result in any
breach or default of or under any agreement, covenant or obligation to
which NetWeb may be bound.
9. Representations of Purchaser. The Purchaser hereby warrants
and represents:
(a) It is a business corporation duly organized and
existing under the laws of the State of Florida, with the authority to
issue 35,000,000 shares, of which 30,000,000 shares, par value $.001
are designated common shares (of which 4,058,447 shares are presently
issued and outstanding) and 5,000,000 shares, par value of $.001, are
designated preferred shares (of which 62,703 shares of Series I
Convertible Preferred Stock, and 200,000 shares of Series II Redeemable
Preferred Stock, are presently issued and outstanding).
(b) Within thirty (30) days hereof, its balance sheet,
dated 09/30/99, will be audited and presented in accordance with the
rules promulgated by the Securities and Exchange Commission, by King
Griffin & Adamson P.C., Certified Public Accountants. Their report
shall accurately reflect the Company's financial condition on that date,
in accordance with generally accepted accounting principles and there
have been no material changes therein except for those arising out of
transactions entered into in the ordinary course of business.
(c) This Agreement and the transactions contemplated
hereby have been duly authorized by all necessary corporate action on
behalf of Purchaser; and the entry into this Agreement and the
performance of all matters contemplated hereby shall not violate or
result in any breach or default of or under any agreement, covenant or
obligation to which Purchaser may be bound.
10. Benefit. This agreement shall be binding upon and shall
inure to the benefit of the parties, the successors and assigns of the
Purchaser and NetWeb, and the legal representatives and assigns of the
Seller.
11. Governing Law: This Agreement shall be interpreted and
enforced in accordance with the laws of the State of Florida, applicable
to agreements made and performed entirely within such state.
12. Amendment. This Agreement may not be amended or modified,
nor may any provisions hereof be waived except pursuant to a written
instrument signed by the party against whom enforcement of any such
amendment or modification is sought or who is claimed to have made any
such waiver.
13. Entire Agreement. This Agreement contains the entire
agreement among the parties with respect to the subject matter hereof
and no agreement, promise or covenant with respect thereto not set forth
herein shall have any force or effect.
IN WITNESS WHEREOF, the parties have signed this agreement.
The Golfing Network.Com Inc NetWeb OnLine.Com Inc.
By:_______________________________ by:
______________________________
Bryan J. Efimov, President Harvey Judkowitz,
President
Attest: ____________________________ Attest:
___________________________
Secretary Secretary
Seal Seal
<PAGE>
The undersigned Selling Shareholders represent that as of December 13,
1999 they:
1. are the record owners in the aggregate of all of the issued and
outstanding shares of Common and Preferred Stock issued by NetWeb
OnLine.Com Inc.
2. consent to the terms and conditions set forth in the Stock
Acquisition Agreement by and between The Golfing Network.Com Inc.,
NetWeb OnLine.Com Inc. and the undersigned.
/s/ Paul M. Galant /s/ Jeffrey A. Weinstein
Paul M. Galant Jeffrey A. Weinstein
/s/ Harvey Judkowitz /s/ Rita Sharaby
Harvey Judkowitz Rita Sharaby
/s/ Ronald Shapss /s/ Allen Weinstein
Ronald Shapss Alden Management Inc.
(Allen Weinstein, President)
/s/ Lance Galant /s/ Mark Streisfeld
Lance Galant Mark Streisfeld
/s/ Willis B. Hale /s/ Alan Posner
First Financial Network, Inc. Alan Posner
(Willis B. Hale, President)
/s/ William J. Stenroos /s/ Julie B. Velten
William J. Stenroos Julie B. Velten
The Undersigned being officers, directors and or shareholders of The
Golfing Network.Com Inc. do hereby consent to the terms and conditions
as contained in the aforementioned Stock Acquisition Agreement.
/s/ Brian J. Efimov /s/ Patricia Efimov
Brian J. Efimov Patricia Efimov
/s/ Theodore A. Efimov /s/ Sylvia A. Efimov
Theodore A. Efimov Sylvia A. Efimov
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT, dated as of the ____ day of
December, 1999 between The Golfing Network.Com Inc., a Florida
corporation ("Company") and NetWeb OnLine.Com Inc., a Texas
corporation, for itself and as sole shareholder of the Company
("NetWeb"), with both of their principal offices at 3350 NW Boca
Raton Blvd, Suite A28, Boca Raton, FL 33431, and Bryan J. Efimov,
an individual residing at 4419 Santa Fe Lane, McKinney, Texas
75010 (the "Employee").
In consideration of their mutual promises and covenants
set forth herein, and intending to be legally bound hereby,
Company, NetWeb and Employee agree as follows:
1. Employment. The Company hereby employs the
Employee and the Employee accepts such employment on the terms
and conditions hereinafter set forth. NetWeb hereby accepts and
ratifies such employment.
2. Term. The initial term of the Agreement shall
commence as of the date hereof and terminate on December 31, 2004
("Initial Term") and shall be automatically renewed for periods
of one (1) year ("Renewal Terms") after the expiration of the
Initial Term and any renewals thereof unless either party gives
the other party hereto written notice of termination at least
thirty (30) days prior to the expiration of the Initial Term or
Renewal Term or unless this Agreement is sooner terminated in
accordance with Paragraph 7 hereof. The Initial Term or any
Renewal Term shall sometimes hereinafter be referred to as
"Term."
3. Duties. The Employee is engaged hereunder as
President and Chief Executive Officer and he agrees to perform
the duties and services incident to that position, or such other
or further duties and services of a similar nature as may be
reasonably required of him by the Board of Directors of the
Company.
The Employee shall devote all his business time,
attention, energies and efforts to the performance of his duties
hereunder and to the promotion of the business and interests of
the Company.
4. Compensation; Expenses.
(a) Base Salary. During the Term of this
Agreement, the Employee shall be paid a salary at the monthly
rate of Five Thousand Six Hundred Dollars ($5,600) (the "Base
Salary"). Base Salary or any increase thereof shall sometimes
hereafter be referred to as "Current Salary." The Current Salary
shall be paid in installments in arrears in accordance with the
Company's regular payroll practices, but not less often than
monthly.
(b) Incentive Compensation. In addition to the
Base Salary, Company shall pay to Employee a bonus (the "Bonus")
on or before January 31 of the succeeding calendar year based
upon sales performance of the Company as follows:
(i) 1% of gross sales revenues between $500,000 and
$1,000,000 in each calendar year; and
(ii) 3% of gross sales revenues in excess of $1,000,000 in
each calendar year.
The Company may also pay an Employee additional bonuses if
determined by the Board of Directors of NetWeb, in its sole
discretion, without Employee having any vote in such
determination.
(c) Fringe Benefits. The Employee shall be
entitled to participate in all fringe benefit programs of NetWeb
or the Company (including, without limitation, health and dental
plans, personal days, sick days and 401(k) plan) to the extent
and on the same terms and conditions as are accorded to other
executive employees of NetWeb or the Company. In addition, the
Company will provide Employee with an automobile allowance of
$400 per month.
(d) Business Expenses. The Company will pay or
reimburse the Employee for all ordinary and reasonable out-of-
pocket business expenses reasonably incurred by Employee in
connection with his performance of services hereunder, upon
presentation to the Company of appropriate documentation.
Expenses shall be subject to review and approval by the Chief
Executive Officer of NetWeb.
5. Death or Total Disability of the Employee.
(a) Death. In the event of the death of the
Employee during the Term of this Agreement, this Agreement shall
terminate effective as of the date of the Employee's death, and
the Company shall not have any further obligation or liability
hereunder except that the Company shall pay to Employee's
designated beneficiary or, if none, his estate, within ten (10)
days after such death, the portion, if any, of the Employee's
Current Salary, Bonus and fringe benefits for the period up to
the Employee's date of death which remains unpaid.
(b) Total Disability. In the event of the Total
Disability (as that term is hereinafter defined) of the Employee,
the Company shall have the right to terminate the Employee's
employment hereunder by giving the Employee thirty (30) days
prior written notice thereof and, upon expiration of such thirty
(30) day period, the Company shall not have any further
obligation or liability under this Agreement except that the
Company shall pay to the Employee within ten (10) days after such
determination the portion, if any, of the Employee's Current
Salary, Bonus and fringe benefits for the period up to the date
of termination which remains unpaid. Notwithstanding the
foregoing, if the Employee, during any period of disability,
receives any periodic payments which represent lost compensation
under any disability insurance paid for by Company, the amount of
the Current Salary that the Employee would be entitled to receive
from the Company during such period of disability shall be
decreased by the amounts of such payments.
The term "Total Disability," when used herein,
shall mean a mental, emotional or physical condition which has
rendered the Employee for a period of ninety (90) consecutive
days or any one hundred twenty days (120) during any period of
twelve (12) consecutive months during the Term of this Agreement,
unable or incompetent to carry out, on a substantially full-time
basis, the job responsibilities he held or tasks that he was
assigned at the time the disability was incurred.
6. Termination of Employment.
(a) Termination by Company for Cause. In
addition to termination pursuant to Paragraph 5, the Company may
discharge the Employee and thereby terminate his employment
hereunder at any time for "cause." For purposes of this
Agreement, "cause" shall mean: (i) wilful or deliberate failure
by Employee to substantially perform his duties to the Company or
its affiliates; (ii) grossly incompetent performance of
Employee's duties to the Company or its affiliates;
(iii) dishonesty in the performance of Employee's duties of a
material nature adversely affecting the Company; (iv) an act or
acts on Employee's part resulting in: (1) conviction of a felony
or a plea of guilty or no contest to any felony or (2) any formal
finding by a judicial regulatory or self-regulatory body that
Employee has engaged in conduct involving, or have entered into a
consent decree as a result of allegations involving, any
violation of the securities or commodities laws of the United
States, or any state thereof (or, if located abroad, any foreign
jurisdiction) or any regulation promulgated thereunder;
(v) Employee intentionally engaged in conduct materially
injurious to the Company or its affiliates, including, but not
limited to breaches of trust; or (vi) any intentional, willful or
reckless misappropriation or misuse by Employee of any
confidential or proprietary information of the Company or its
affiliates for his personal gain or that of others; (vii)
misappropriation of corporate funds materially and adversely
affecting the financial condition of the Company; or (viii) the
Employee's breach of the terms set forth in this Agreement in
any other respect, but only if such breach is not cured within
thirty (30) days after prior written notice thereof is given to
Employee by Company in the manner prescribed by Paragraph 13
below. In the event that the Company shall terminate the
Employee pursuant to this Paragraph 6(a), the Company shall have
no further obligation or liability under this Agreement, except
that within ten (10) days after such discharge the Company shall
pay to Employee the portion, if any, of the Employee's Current
Salary, Bonus and fringe benefits which remain unpaid as of the
date of termination.
(b) Termination by the Company Without Cause. If
the Company discharges Employee and thereby terminates his
employment for any reason other than as set forth in Paragraph 5
and 6(a) above, Employee shall be entitled to receive the
remaining Current Salary due to him under this Agreement for the
remainder of the then current Term of this Agreement (but in no
event more than an amount equal to six (6) months of Employee's
Current Salary), payable in accordance with the Company's
standard payroll policies over such period of time and all
previously issued and unissued Warrants will automatically be
granted and vested. Further in the event of such termination.
(c) Termination by Employee.
(i) Employee may terminate this Agreement at
any time voluntarily. In such event, Employee
shall be entitled to receive his Current Salary
and fringe benefits through the date of
termination, but will not be entitled to any Bonus
not previously declared and/or issued.
(ii) Employee may also terminate this
Agreement by reason of the Company's breach of any
provisions of this Agreement, but only if such
breach is not cured within thirty (30) days (or
such longer period as is reasonably required to
cure such breach) after notice thereof is given to
Company. Such termination shall be considered
Termination by the Company without cause in
accordance with Section 6(b) above and Employee
shall be entitled to the payments provided
therein.
7. Non-Disclosure. The Employee recognizes and
acknowledges that he will have access to certain confidential
information of the Company and NetWeb and that such information
constitutes valuable, special and unique property of the Company
and NetWeb. The Employee agrees that he will not, for any reason
or purpose whatsoever, during or after the term of his
employment, disclose any of such confidential information to any
party without express authorization of the Company, except as
necessary in the ordinary course of performing his duties
hereunder. The obligation of confidentiality imposed by this
paragraph shall not apply to information which appears in issued
patents or printed publication, which otherwise becomes generally
known in the industry through no act of the Employee in breach of
this Agreement or from a source other than the Company, provided
that such source is not known by Employee to be bound by a
confidentiality agreement.
8. Non-Competition. The Employee agrees that during
the Term of this Agreement and for a period of one (1) year
thereafter (or for a period of one (1) year after the date of
termination if this Agreement is sooner terminated by a party
hereto as herein provided), the Employee shall not, unless acting
pursuant hereto or with the prior written consent of the Company,
directly or indirectly:
(a) solicit business from or perform services
for, any person, company or other entity which at any
time during the Employee's employment by the Company is
or was a client or customer of the Company if such
business or services are of the same general character
as those engaged in or performed by the Company;
(b) solicit for employment or in any other
fashion hire any of the employees away from the
Company;
(c) own, manage, operate, finance, join, control
or participate in the ownership, management, operation,
financing or control of, or be connected as an officer,
director, employee, partner, principal, agent,
representative, consultant or otherwise with any
business or enterprise engaged in the business of
residential sub-prime mortgage lending (or any other
lines of business that Company enters into during the
Term of this Agreement) within the United States ;
(d) use the name of the Company or any name
similar thereto, but nothing in this clause shall be
deemed, by implication, to authorize or permit use of
such name after expiration of such period,
provided, however, that nothing in this Paragraph 8 shall be
construed to prohibit the Employee from investing his assets in
other businesses, provided, that such businesses are not in
direct competition with Company or the Partnership. In the event
that the provision of this Paragraph should ever be adjudicated
to exceed the time, geographic, service or product limitations
permitted by applicable law in any jurisdiction, then such
provisions shall be deemed reformed in such jurisdiction to the
maximum time, geographic, service or product limitations
permitted by applicable law.
9. Equitable Relief; Survival. The Employee
acknowledges that the restrictions contained in Paragraphs 7 and
8 hereof are, in view of the nature of the business of the
Company, reasonable and necessary to protect the legitimate
interests of the Company, and that any violation of any
provisions of these Paragraphs will result in irreparable injury
to the Company. The Employee also acknowledges that the Company
shall be entitled to temporary and permanent injunctive relief,
without the necessity of proving actual damages, and to an
equitable accounting of all earnings, profits and other benefits
arising from any such violation, which rights shall be cumulative
and in addition to any other rights or remedies to which the
Company may be entitled. In the event of any such violation, the
Company shall be entitled to commence an action for temporary and
permanent injunctive relief or any other equitable relief in any
court of competent jurisdiction and Employee further irrevocably
submits to the jurisdiction of any Florida or Federal court
sitting in the Southern District of Florida over any suit, action
or proceeding arising out of or relating to Paragraph 7 or 8.
The Employee hereby waives, to the fullest extent permitted by
law, any objection that he may now or hereafter have to such
jurisdiction or to the venue of any such suit, action or
proceeding brought in such a court and any claim that such suit,
action or proceeding was brought in an inconvenient forum.
Effective service of process may be made upon the Employee by
mail under the notice provisions contained in Paragraph 16 below.
10. Remedies Cumulative; No Waiver. No right or
remedy conferred upon the Company or Employee by this Agreement
is intended to be exclusive of any other right or remedy, and
each and every such right and remedy shall be cumulative and
shall be in addition to any other right and remedy given
hereunder or now or hereafter existing at law or in equity. No
delay or omission by the Company or Employee in exercising any of
its respective rights, remedies or powers hereunder or existing
at law or in equity shall be construed as a waiver thereof, and
any such respective rights, remedies or powers may be exercised
by the Company or Employee from time to time and as often as may
be deemed expedient or necessary by the Company or Employee in
their respective sole discretions.
11. Enforceability. If any provision of this
Agreement shall be invalid or unenforceable, in whole or in part,
then such provision shall be deemed to be modified or restricted
to the extent and in the manner necessary to render the same
valid and enforceable or shall be deemed excised from the
Agreement, as the case may require, and this Agreement shall be
construed and enforced to the maximum extent permitted by law, as
if such provision had been originally incorporated herein as so
modified or restricted, or as if such provision had not been
originally incorporated herein, as the case may be.
12. Joint and Several Obligations of Company and
NetWeb. The obligations of Company which are required to be
performed by Company are accepted by NetWeb and NetWeb hereby
agrees to be bound by such obligation and agrees to cause Company
to perform such obligations or to perform such obligations.
NetWeb does not waive any claims, defenses, offsets or
counterclaims which Company may now or hereafter have against
Employee and may assert any such claims, defenses, offsets or
counterclaims against Employee in any action or proceeding
brought by Employee hereunder.
13. Notices. All notices, requests, demands, claims
and other communications hereunder will be in writing. Any
notice, request, demand, claim or other communication hereunder
shall be deemed duly given if it is sent by registered or
certified mail, return receipt requested, postage prepaid, and
addressed to the intended recipient as set forth below:
If to Employee: Bryan J. Efimov
4419 Santa Fe Lane
McKinney, Texas 75070
If to Company: The Golfing Network.Com Inc. (Texas)
3350 NW Boca Raton Blvd
Suite A28
Boca Raton, Florida 33431
Attn: Secretary of the Corporation
If to NetWeb: NetWeb OnLine.Com Inc. (Florida)
3350 N.W. Boca Rata Blvd.
Suite A28
Boca Raton, Florida 33431
Attn: Secretary of the Corporation
Any party hereto may give any notice, request, demand,
claim or other communication hereunder using any other means
(including personal delivery, expedited courier, messenger
service, telecopy, telex, ordinary mail, or electronic mail), but
no such notice, request, demand, claim or other communication
shall be deemed to have been duly given unless and until it
actually is received by the individual for whom it is intended.
Any party hereto may change the address to which notices,
requests, demands, claims and other communications hereunder are
to be delivered by giving the other parties notice in the manner
herein set forth.
For purposes of this Agreement, any notice of
termination by one party to the other shall be in accordance with
this Paragraph 13 and shall:
(a) indicate the specific termination provision
in this Agreement relied upon;
(b) set forth in reasonable detail the facts and
circumstances claimed to provide a basis for
termination of this Agreement under the
provision so indicated; and
(c) if the termination date is other than the
date of receipt of such notice, specify the
termination date of this Agreement (which
date shall in all respects comply with the
terms and conditions of this Agreement,
including, without limitation, the expiration
of any cure period).
14. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED
BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL
LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF FLORIDA.
15. Contents of Agreement; Amendment and Assignment.
This Agreement sets forth the entire understanding between the
parties hereto with respect to the subject matter hereof and
supersedes and is instead of all other employment arrangements
between the Employee and the Company. This Agreement cannot be
changed, modified or terminated except upon written amendment
duly executed by the parties hereto. All of the terms and
provisions of this agreement shall be binding upon and inure to
the benefit of and be enforceable by the respective heirs,
representatives, successors and permissible assigns of the
parties hereto, except that the duties and responsibilities of
the Employee hereunder are of a personal nature and shall not be
assignable in whole or in part by the Employee.
16. Arbitration.
(a) Any dispute between the Company and the
Employee under this Agreement, other than a dispute relating to
Paragraphs 7, 8, 9, and 10, will be submitted to arbitration in
Broward or Palm Beach Counties, Florida and such arbitration will
be commenced, conducted and concluded in accordance with the
rules and under the auspices of the American Arbitration
Association then in effect. All fees and expenses of the
arbitration will be paid by the respective parties in accordance
with the decision of the Arbitrator. The decision of the
arbitrators will be final and binding and both parties hereby
forever waive and renounce any right either party may have to
seek review of such decision in any tribunal.
17. Attorneys' Fees and Expenses. In the event that a
party hereto institutes a proceeding at law or in equity or seeks
arbitration against the other party hereto to interpret or
enforce the terms or conditions of this Agreement, the prevailing
party in such proceeding shall be entitled to all costs thereby
incurred, including, without limitation, all attorneys' fees and
expenses at trial or in an arbitration, on appeal and under any
bankruptcy proceeding. The determination as to which party is
the prevailing party shall be submitted for resolution to and
determined by the Arbitration panel or Court, as the case may be.
18. Counterparts; Telefacsimile Execution. This
Agreement may be executed in any number of counterparts, and by
each of the parties on separate counterparts, each of which, when
so executed, shall be deemed an original, but all of which shall
constitute but one and the same instrument. Delivery of an
executed counterpart of this Agreement by telefacsimile shall be
equally as effective as delivery of a manually executed
counterpart of this Agreement. Any party hereto delivering an
executed counterpart of this Agreement by telefacsimile also
shall deliver to the other party hereto a manually executed
counterpart of this Agreement, but the failure to deliver a
manually executed counterpart shall not affect the validity,
enforceability or binding effect of this Agreement.
19. Survival of Covenants. Notwithstanding anything
else herein to the contrary, the provisions of Paragraphs 7, 8,
12, 14, 16 and 20 and all remedies of any party hereto to enforce
its rights hereunder as a result of such party's termination of
this Agreement shall survive the termination of this Agreement
for any reason until and unless all obligations of one party due
to any other party under this Agreement are satisfied in full.
20. Titles Not To Affect Interpretation. Titles of
Paragraphs and subparagraphs contained in this Agreement are
inserted for convenience of reference only; they neither form a
part of the Agreement nor are they to be used in the construction
or interpretation thereof.
IN WITNESS WHEREOF, this Agreement has been executed by
the parties on the date first above written.
The Golfing Network.Com Inc.
(Texas)
By: /s/
duly authorized
officer
NetWeb OnLine.Com Inc.
(Florida)
By: /s/
duly authorized
officer
/s/ Bryan J. Efimov
Bryan J. Efimov
SALE, TRANSFER AND ASSIGNMENT
BE IT KNOWN, that in exchange for 700,000 shares of Common Stock ($.001 Par
Value) issued by the Assignee to the Assignor (or its nominee),
PR Sources Inc.
being a Florida corporation, hereinafter referred to as "Assignor",
DOES HEREBY THIS DAY
Sell, Transfer, Convey and Assign unto
NetWeb OnLine.Com Inc.,
herein referred to as "Assignee", all of the Assignor's ownership interest,
rights, duties and obligations in and to the following described 'Assets:
Internet World Wide Web addresses (URL's) and web sites:
Fanvote.com Fanvote.net MallConcepts.com
AmericasHeros.com Roswell2space.com Classics4Lease.com
Proposed URLs: Expo-New Products.com NetWebCollectibles.com
Federal Service Mark Registration: #1698535 The Fans Choice
Florida corporate entity:www.SpectraTV.Net Inc. and related web site
address (URL).
The Assignor's sole representation is that as of the date hereof, the Assignor
has the exclusive and full ownership rights to the described Assets, including
the right to transfer same by this Assignment.
Dated the 7th day of October, 1999.
Assignor PR Sources Inc.
By: /s/ Paul Galant
Paul M. Galant
Sole Officer/Director
Assignee
NetWeb OnLine.Com Inc.
By: /s/ Harvey Judkowitz
Harvey Judkowitz
President
SALE TRANSFER AND ASSIGNMENT
Be it know, that for good and valuable consideration,
receipt of which is hereby acknowledged,
PR Sources, Inc.
a Florida corporation, hereinafter referred to as "Assignor",
maintaining its principal place of business at 470 NE 25th
Terrace, Boca Raton, FL 33431;
Does Hereby This Day
Sell, Transfer, Convey and Assign unto NetWeb OnLine.Com Inc., a
Florida corporation
(the "Assignee"), all of the Assignor's ownership interest,
rights, duties and obligations in and to to Federal Service
Mark Registration: #1698535, The Fans Choice, Granted
registration on June 30, 1992 on the Principal Register by the
Patent and Trademark Office of the United States of America.
Said Service Mark being for electronic opinion gathering and
tabulation services.
The Assignor represents that as of the date hereof, said Service
Mark was so duly registered as stated, and that by Assignment
dated June 5, 1994, duly recorded in the Patent and Trademark
Office, the Assignor obtained the exclusive right to use and or
transfer the same hereby.
Dated the 1st day of November, 1999
PR Sources Inc.
By: /s/ Paul Galant
Paul Galant, President
LICENSE AND NON-DISCLOSURE AGREEMENT
THIS AGREEMENT made and entered into as of the ____ day of _________, 1999, by
and between
Internet Shops, Inc.
2100 Roswell Road, Suite 200C
Marietta, GA 30062
hereinafter referred to as "Licensor," and
The Golfing Network.Com Inc.
4638 Irving Blvd., #314
Dallas, TX 75877
hereinafter referred to as "Licensee."
WITNESSETH:
WHEREAS, Licensor has rights to an internet data base and content which may be
utilized in operating an on-line virtual golf pro shop; and
WHEREAS, Licensee desires to license the data base and systems utilized in
such an internet business utilizing its own domain name and logo; and
WHEREAS, the Licensee has approached Licensor concerning the use of said data
base and systems with the understanding that the licensee is not obligated to
follow any prescribed systems of the Licensor; and
WHEREAS, the parties desire to enter into a License Agreement according to the
following terms.
NOW, THEREFORE, IT IS AGREED:
1. Grant of License. Licensor grants to Licensee for the term as contained
herein the personal, non-transferrable and non-exclusive right, license and
privilege ("License") to use the Licensor's data base and systems in the
internet golf pro shop, and to adopt and to use, the products, services, trade
names, trademarks and service marks which the Licensor incorporates into its
business. Licensor presently has no trade names, trademarks and service marks
which are used in connection with the license agreement.
The Licensee shall be responsible for the design selection and registration of
its own domain name together with the design of any logo used in the creation
and marketing of the business. The licensor shall have no ownership interest
in the domain name or logo.
2. Term. This Agreement is effective from the date hereof and shall remain
in force for a period of ten (10) years. The term of the license is not
affected by any other agreement than the License Agreement. Thereafter, it
may be extended for additional ten (10) year terms provided Licensee is not in
default of any material provision of the License Agreement and upon delivery
of written notice to renew not more than twelve (12) months and not less than
six (6) months prior to expiration of the original term. No renewal fee will
be charged and renewal shall be granted upon the terms and conditions
(including the service fee) of the License Agreement in use by the business at
the renewal date.
3. Consideration. In consideration for the License, Licensee agrees to pay
Licensor the sum of $1,575.00 in cash or bank funds upon execution of this
agreement.
4. Service Fee. In consideration of the use of Licensor's systems, data
base, trademark(s), service mark(s) and/or trade name(s), Licensee shall pay a
service fee equal to seventy (70%) percent of the net profit on products sold
on its internet site. Net profits are hereinafter defined in this Agreement.
5. General Services to be Rendered by Licensor.
(a) During the term of this License, the Licensor shall periodically
advise and consult with the Licensee in connection with the
operation of its golf website and also upon request by the
Licensee, at other reasonable times. The Licensor shall
communicate its know-how, new developments, techniques and
improvements in areas of website operation and management which
are pertinent to the operation of the website. The communication
shall be accomplished through telephone communication, printed and
filmed reports, seminars, e-mail or whatever methods the Licensor
feels appropriate. The Licensor shall make available to the
Licensee all additional services, facilities, rights and
privileges which the Licensor makes generally available from time
to time to all its Licensees operating a golf pro shop website.
(b) The Licensor shall periodically develop and update the data base
technology and systems to meet competitive forces in the market
place.
(c) Licensor will be solely responsible for merchandise content,
including current products and new products, advertising and
format.
(d) Licensor shall provide all order processing, customer payments,
attend to purchasing and inventory and fulfillment of orders
placed on the Licensor's website.
(e) Licensor will submit your domain name to all major search engines
utilizing the world wide web provided however that the Licensor
makes no warranties or representations as to the length of time
required by each particular search engine to list the website or
the number of listings provided on the search engine.
6. Reports. On or before the 10th day of each and every month during the
term hereof, the Licensor shall provide to the Licensee, a statement, in such
form as the Licensor shall reasonably create, of sales generated from the
Licensee's website for the preceding month, and shall pay to the Licensee its
percentage of net profit from the operation of the website for said period.
The Licensor shall deliver such additional financial, operating and other
information and reports as the Licensor may determine on the forms and in the
manner prescribed by the Licensor and in accordance with the License, and will
reasonably allow Licensee to track website sales.
7. Net Profits Defined. For purposes of this Agreement, the term "Net
Profits" shall mean all revenues from sales generated by the website plus
outgoing freight. From this amount is deducted actual credit card processing
fees for the customer order, product cost, actual cost of incoming freight and
an administration fee per order as established by the Licensor (presently $.50
per order) to arrive at net sales.
Each successive month there shall be an adjustment to provide for merchandise
returned by customers.
8. Licensor's System. Licensee acknowledges that every component of the
Licensor's system is important to the Licensor and to the operation of the
website. Licensee acknowledges, however, that compliance with the systems,
standards and policies of Licensor's system is not required as a condition of
this License Agreement.
9. Non-Disclosure Agreement. Licensee acknowledges the systems, processes,
designs, components, and all other elements and trade secrets concerning the
operation of the website to be the sole and exclusive property of Licensor.
Licensee agrees that it will not sell or disclose any of the systems, methods,
processes, designs or other private matters and trade secrets of said system
to any person, firm, partnership or corporation except as otherwise provided
herein. Any knowledge or information which may be acquired by said Licensee
through training materials and sessions, manuals, employees, observation, or
other method whatsoever shall for all time and for all purposes be regarded as
strictly confidential and held in trust for use only in the operation and
promotion of the website.
10. Legal Remedies. The system, methods, processes, designs and trade
secrets of the Licensor are unique and extraordinary and of great value to
Licensor. A breach of this Agreement by Licensee will cause Licensor
irreparable damage. If Licensee refuses or fails to carry out any of the
terms of this Agreement, Licensor shall be entitled to injunctive relief to
restrain Licensee from violating its contract or rendering services to anyone
also together with money damages which Licensor may suffer in the event of
such breach.
In the event of any such violation of this Agreement, Licensor shall also have
the right to discontinue the delivery of any payments, goods and services, as
well as pursue any other sanctions or remedies permitted under any of the
provisions of the Agreement.
11. Termination of the License Agreement. Licensor may terminate the
License Agreement for "good cause" which includes but is not limited to the
failure to comply with any lawful requirement of the License Agreement. In
the event of failure to comply with such conditions, Licensor will give the
Licensee thirty (30) days written notice by the United States Post Office to
cure any such failure. Any such failure not cured within the thirty (30) day
period will result in Notice of Termination of the License being sent to the
Licensee which shall be effective thirty (30) days after delivery of such
notice. However, notice of termination or cancellation shall be deemed
effective immediately upon receipt of written notice from Licensor to the
Licensee for any of the following alleged grounds:
1. The bankruptcy or insolvency of the Licensee or a
substantial part of the assets of the Licensee assigned to or for
the benefit of any creditor, or the Licensee admits Licensee's
inability to pay his debts as they come due. Termination due to
bankruptcy or insolvency may not be enforceable under the Federal
Bankruptcy Code.
2. Licensee abandons the website by failure to operate the
website for an unreasonable period, causing the Licensor to
reasonably conclude that under the facts and circumstances the
Licensee does not intend to continue to operate the business,
unless such failure to operate is due to fire, flood, earthquake
or other similar causes beyond Licensee's control.
3. Any assignment or other transfer of any interest in this
License shall occur in violation of this Agreement.
4. Licensor and Licensee agree in writing to terminate the
License Agreement.
5. Licensee makes any material misrepresentation relating to
the acquisition of the business, or the Licensee engages in any
action or conduct which reflects substantially, materially and
unfavorably on the operation, image and reputation of the
business.
6. The Licensee repeatedly fails to comply with one or more of
the requirements of this agreement whether or not corrected after
notice.
7. The Licensee is convicted of a felony or other criminal
misconduct relating to the operation of the business.
To the extent that the above cancellation and termination provisions do not
comply with state or federal legislation regarding termination and renewal,
Licensor will adhere to state and federal laws and regulations regarding
cancellation and termination.
Upon termination of or refusal to renew or extend the License Agreement,
whether by Licensee, Licensor or expiration of the License Agreement, the
Licensee shall comply with the following provisions:
1) The Licensee shall immediately cease using the systems and
data base of the Licensor.
2) Licensee shall continue to remain liable on any contract for
goods or services or any other obligation incurred by the Licensee
from Licensor on behalf of the business.
Upon termination of or refusal to renew or extend this Agreement, whether by
Licensee, Licensor or expiration of the License Agreement, the Licensee shall
have no ownership interest in the License Agreement, the data base or systems.
Licensee will maintain sole liability and sole ownership interest in all
leases, assets and contractual rights and obligations and physical assets the
Licensee may have purchased during the operation of the website business. The
Licensee shall receive no payment or adjustment whatsoever for any good will
the Licensee may have established either prior to or during the operation of
the business.
12. Trademarks, Service Marks, Trade Names, Logo Types and Commercial
Symbols.
Licensee acknowledges that although the Licensor does not currently utilize
any service marks, trademarks, trade names, logo types or commercial symbols
in connection with the License Agreement, such marks and symbols may be
adopted in the future for use in connection with the business. Under this
Agreement, Licensor will grant to Licensee the right to utilize any such trade
names, trademarks, service marks and logos that may hereafter be used in
connection with the business.
Upon termination of this Agreement, Licensee shall execute such documents and
take such action as Licensor may deem reasonably necessary or desirable to
evidence the fact that Licensee has ceased using the trademark and the trade
name and that he has no further right or interest therein whatsoever.
13. Copyright. All title and copyrights in and to the data base (including
but not limited to any images, photographs, animations, video, audio, music,
text and "applets" incorporated into the website, its data base any
accompanying printed materials) are owned by licensor except those as may be
owned by its advertisers and suppliers. All rights are reserved by the
Licensor except those specifically granted.
14. Sale, Transfer or Assignment of Interest. This License Agreement
provides that the Licensee may not sell, sublicense, assign, including as
security for any loan, or otherwise encumber or transfer the License
Agreement, nor any part of the ownership of the License (which shall mean and
include voting stock, securities convertible thereto, proprietorship and
general partnership interest) voluntarily, involuntarily, directly or
indirectly in any way without the express prior written consent of Licensor
which consent shall not be unreasonably withheld. This provision also applies
to involuntary transfers, such as would occur upon the death of the Licensee.
Licensor has reserved to its sole discretion the decision whether to approve
the transfer or assignment of the License. Any sale, transfer or assignment
made without the express written approval of Licensor shall allow Licensor the
right to terminate this Agreement.
The rights of the Licensee's heirs in the event of the death or disability of
the Licensee shall follow the guidelines provided herein for assignments. In
the event of the death the legal representative of the Licensee shall within
sixty (60) days of such death set forth in writing and deliver to Licensor a
description of the proposed disposition of such interest. Licensor shall have
the first option to purchase said interest under the terms and conditions
provided herein; however, Licensor shall have the right to approve by express
written consent any such proposal made by the heirs or legal representative of
the Licensee.
15. Assigning Interest to a Corporation. The License Agreement is the
personal property of the Licensee insofar as the Licensee may assign
Licensee's interest in the License Agreement to a corporation provided that
the Licensee shall retain at least fifty-one (51%) percent of the outstanding
shares of the corporation. Upon any transfer to such corporation, the
Licensee will be required to execute a written guarantee of liability and
personally assume all debts and obligations of said corporation to Licensor.
16. First Option to Purchase. The Licensee or his representative shall give
the Licensor notice in writing of its intent to sell or otherwise transfer its
license. The notice shall set forth the name and address of the proposed
purchaser and all the terms and conditions of any bona fide offer. The
Licensor shall have the first option to purchase the business by giving
written notice to the Licensee of its intention to purchase on the same terms
and conditions as contained in such bona fide offer within 30 days following
receipt by the Licensor of such notice.
In the event that the Licensor does not exercise its right to purchase the
business and it is not subsequently sold to the proposed purchaser for any
reason, the Licensor shall continue to have, upon the same conditions and
notice, a first option to purchase the business upon the terms and conditions
contained in any subsequent bona fide offer.
17. Licensee Not an Agent of Licensor. The Licensee shall have no
authority, express or implied, to act as agent of the Licensor or any of its
affiliates for any purpose. The Licensee is, and shall remain, an independent
contractor responsible for all obligations and liabilities of, and for all
loss or damage to, the business and for all claims or demands based on damage
or destruction of property or based upon injury, illness or death or
destruction of persons, directly or indirectly, resulting from the operation
of the business and all in accordance with the provisions of this Agreement.
18. Indemnification. If the Licensor shall be subject to any claim, demand
or penalty or become a party to any suit or other judicial or administrative
proceeding by reason of any claimed act or omission by Licensee, his employees
or agents, or by reason of any omission with respect to the business, Licensee
shall indemnify and hold harmless the Licensor against all judgments,
settlements, penalties and expenses, including attorneys' fees, court costs
and other expenses of litigation or administrative proceeding, incurred by or
imposed on Licensor in connection with the investigation or defense relating
to such claim or litigation or administrative proceeding and, at the election
of Licensor, Licensee shall also defend Licensor.
19. Limited Warranty. Licensor warrants that the data base will perform
substantially in accordance with this agreement and any supplemental written
materials during the term of this agreement. There are no implied warranties
or representations except to the extent that certain states and jurisdictions
do not allow limitations for the duration of an implied warranty and therefore
this limitation may not apply.
To the maximum extent permitted by applicable law the Licensor disclaims all
other warranties, express or implied, including but not limited to implied
warranties of merchantability and fitness for a particular purpose, with
regard to the data base, systems and any accompanying written materials. This
limited warranty gives the Licensee certain specific rights which may vary
from state to state.
To the maximum extent permitted by applicable law, in no event shall Licensor
be liable for any damages whatsoever (including without limitation, special,
incidental, consequential or indirect damages for personal injury, loss of
business profits, business interruption, loss of business information, or
other pecuniary loss arising out of the use or inability to utilize the data
base or systems or for any other pecuniary loss) arising out of the use or
inability to use the data base and systems, even if the Licensor has been
advised of the possibility of such damages. Licensor shall not be responsible
for the damages or losses to Licensee as a result of natural disasters, power
outages, interruption in phone service or internet access or failures of
Licensee's computer equipment or systems. In any case Licensor's entire
liability under any provisions of this agreement shall be limited to the
amount actually paid for the License Agreement. Some estates may not allow
the exclusion or limitation of liability for consequential or inconsequential
damages and the above limitation may not apply in a particular circumstance.
20. Notices. All notices or other documents required or which may be given
under this agreement shall be in writing, duly signed by the party giving such
notice and transmitted by registered or certified mail, telecopier (with
confirmation of transmission), telegram, addressed as follows:
Licensor: 2100 Roswell Road, Suite 200C
Marietta, GA 30062
Telecopier No. (770) 517-1505
Licensee: The Golfing Network.Com, Inc.
Telecopier No.___________
Any notice or document so given shall be deemed to have been received when
delivered, or on the second business day following the date of mailing, if
sent by registered mail or telegram, but shall be deemed to have been received
on the next business day if transmitted by telecopier. If the postal system
is disrupted by labor strike, any notice shall be sent by telecopier or
delivered. Any party may from time to time by notice given as provided above
change its address for the service of notices.
21. Time of the Essence. Time shall be of the essence of this Agreement and
of every part hereof.
22. Modification. The Licensee may modify this agreement only upon
execution of a written agreement between Licensor and the Licensee. The
Licensor may modify this agreement only upon the execution of the same such
written agreement to modify. Licensor may modify or amend systems, standards
under any conditions and to any extent which Licensor deems necessary to meet
competition, protect trademarks or trade names, or improve the quality, image
and reputation of the products or service offered by Licensor. Licensee is
not required to by the terms of this agreement to follow any changes to
recommended standards.
23. Severability. Licensor reserves the right to partially or fully waive
any of the above restrictions. The Licensee should expressly understand that
if any provision of this agreement would be construed to be illegal or
invalid, it shall not affect the legality or validity of any of the other
provisions hereof. The illegal or invalid provision shall be deemed stricken
and deleted from the terms of this agreement to the same extent and effect as
if it were never incorporated herein.
24. Governing Law. The terms and conditions of this License shall be
interpreted in accordance with and governed by the laws of the State of
Georgia.
IN WITNESS WHEREOF, the undersigned parties have executed this agreement on
the date specified above.
LICENSOR:
Internet Shops, Inc.
By: /s/ David Quail
David Quail
LICENSEE:
/s/ Bryan J. Efimov
President
PATENT ASSIGNMENT
In consideration of the sum of One Dollar and other good and
valuable consideration, of which I acknowledge receipt, I, THEODORE J. STAATS,
of Maggie Valley, North Carolina, hereby sell and assign to GEAC, Inc., a
corporation of the state of Texas, having a business address at 4419 Santa Fe
Lane, McKinney, Texas 75070, (hereinafter Assignee), its successors and
assigns, my entire right, title and interest in United States Patent No.
5,529,306, issued June 25, 1996, directed to improvements in GOLF SWING
TRAINING DEVICE co-invented by me and William O. Corder, Jr., including all
reissues and extensions thereof, and including the right to sue for past
infringement, the same to be held and enjoyed by said Assignee for his own use
and behoof, and for his legal representatives and assigns, to the full end of
the term for which said patent is granted, as fully and entirely as the same
would have been held by me had this assignment and sale not been made.
Date: April 9, 1998 /s/ Theodore J. Staats
THEODORE J. STAATS
STATE OF NORTH CAROLINA )
) ss:
COUNTY OF HAYWOOD )
This 9th day of April, 1998, before me personally came the above-
named THEODORE J. STAATS to me personally known as the individual who executed
the foregoing assignment, who acknowledged to me that he executed the same of
his own free will for the purposes therein set forth.
/s/ Margaret Nowakowski
NOTARY PUBLIC
My Commission Expires: July 22, 2000
STATE OF SOUTH CAROLINA )
) PATENT ASSIGNMENT AGREEMENT
COUNTY OF ANDERSON )
THIS PATENT ASSIGNMENT AGREEMENT made this 2nd day of June, 1998, by and
between William O. Corder, Jr. (hereinafter referred to as "Corder") and GEAC,
Inc., (hereinafter referred to as "GEAC").
WHEREAS, Corder is a co-owner of a patent to a golf swing training
product known as the "WonderStick" (the "Product"), and the patent to said
product was issued by the United States Patent and Trademark Office on June
25, 1996 and bears Patent Number 5,529,306 (hereinafter referred to as the
"Patent"); and
WHEREAS, Corder is desirous of transferring and/or assigning all of his
interest in and to said Patent to GEAC and GEAC is desirous of accepting said
Assignment for and in consideration of certain royalties defined herein;
NOW, THEREFORE, in consideration of Five and No/100 ($5.00) Dollars in
hand paid and the mutual covenants set forth below, the parties hereby agree
as follows:
1. Corder warrants that he is co-owner of all right, title and
interest in and to the Patent for the Product and has the right and authority
to grant, and does hereby grant, a conditional assignment of all his right,
title and interest in and to the Patent to GEAC, subject to the terms and
conditions of this Agreement.
2. In consideration of this conditional assignment, Corder shall
receive a One and No/100 ($1.00) Dollar royalty for each and every Product
sold by GEAC, nationally and internationally, including any improved or
modified versions thereof.
3. Royalty payments shall be net of returns, credit chargebacks, and
promotional giveaways (which shall include any sale of Product at a price of
Fourteen and 99/100 ($14.99) Dollars or less) and shall be paid using the
attached formula ("Schedule A").
4. GEAC shall provide Corder with sales reports, at the time royalty
payments are paid. Royalty payments to Corder shall be paid in the form of a
cashier's check by express courier.
5. Corder shall have the right to audit the books and records of GEAC
regarding sales of the Product, not more than twice a year. In this regard,
GEAC agrees to keep accurate records with respect to all sales of the Product
in such detail as to show the amounts payable to Corder under this Agreement.
Such records shall be kept at the place of business of GEAC and shall be open
to inspection at a mutually convenient time during regular business hours to a
certified public accountant for the purpose of making such inspection of such
records only.
6. Royalty payments due hereunder shall conclude with sales made
through and including December 31, 2003, and Corder shall retain no further
interest in and to the Patent thereafter; provided, however, that the patent
rights assigned by Corder hereunder shall revert to Corder effective December
31, 2003, if GEAC has not sold a total of 100,000 units of the Product by
December 31, 2003. GEAC hereby agrees to cooperate with executing the
necessary documents to reassign said patent rights to Corder within thirty
(30) days of December 31, 2003, if this minimum sales requirement is not met.
7. GEAC agrees to exercise reasonable diligence to police the golf
training product industry in an effort to determine the existence of any
infringements to Corder.
8. In the event of receivership, any bankruptcy filed by GEAC, and
any forced assignment or other financial difficulties which prevent GEAC from
complying with this Agreement in any material respect, all rights conveyed
hereunder to GEAC shall revert to Corder at its election, upon written notice
to GEAC, unless that disability is cured by GEAC within thirty (30) days
following receipt of such written notice.
9. Either party shall have the right, if it so elects, to terminate
this Agreement because of any breach or defaults by the other party in
performance of any covenant required to be performed by the defaulting party
hereunder; provided, however, that the party alleged to be in default shall be
notified in writing of such breach or default and shall have thirty (30) days
from receipt of said notice to cure the default. In addition, in the event
Corder is not paid the royalties granted hereunder, Corder shall be entitled
to immediate reassignment by GEAC of Corder's interest in the Patent, subject
to the right to cure discussed above. Waiver of any breach or default of
another party of any of the provisions of this Agreement shall not be
construed as a continuing waiver of other breaches of the same or other
provisions. Termination, cancellation or reversion under this Agreement shall
not relieve GEAC of its obligation to pay any amounts which have accrued by
the date of such termination, cancellation, or reversion, or which may accrue
thereafter on Product already manufactured and contracted for by GEAC, and
which are subsequently sold. Termination by any party because of a specified
breach or default, shall not operate as a waiver of any remedies otherwise
available to the parties for damages caused by such breach or default.
10. GEAC shall have the right to terminate the conditional nature of
this Agreement by providing Corder written notice of its intent to terminate
the conditional nature of the Agreement and by paying to Corder the difference
between the $100,000.00 minimum royalty payment under this Agreement and the
amount of royalties actually received by Corder through the date the notice is
provided, together with an additional sum of $15,000.00. Upon Corder's
receipt of good payment of the amount set forth in this paragraph, GEAC shall
be entitled to assign the interest in the Patent received from Corder to any
party it deems appropriate.
11. GEAC shall indemnify, defend and hold harmless Corder against and
in respect of any and all claims, demands, losses, costs, expenses,
obligations, liabilities, damages, recoveries, and deficiencies, including
interest, penalties, and reasonable attorneys fees, that Corder shall incur or
suffer, which arise, result from, or relate to any breach or failure by GEAC
to perform any of its respective representations, warranties, covenants or
guarantees under this Agreement, including, but not limited to, actions by
third parties based upon infringement, defective design, and/or manufacture,
breach of warranty (expressed or implied) and any and all product liability
actions brought against Corder.
12. Any controversy arising out of or relating to this Agreement, or
the breach thereof, shall be settled by arbitration administered by the
American Arbitration Association in accordance with its commercial arbitration
rules, and judgment on the award rendered by the arbitrator may be entered in
any court having jurisdiction thereof. The venue for any such arbitration
shall be Anderson, South Carolina and the rights of the parties hereunder
shall be construed and interpreted in accordances with the laws of the State
of South Carolina.
13. This Agreement shall be binding upon all parties hereto and their
personal representatives, heirs, successors and assigns. No party to this
Agreement shall assign any right or obligation hereunder in whole or in part
without the prior written consent of the other parties hereto, except as
provided for in paragraph 10 hereof.
14. This Agreement contains the entire agreement between Corder and
GEAC with regard to the subject matter hereof and supersedes all previous
correspondence, arrangements and understandings. Any representation, promise
or condition regarding any matter not incorporated in this Agreement shall not
be binding on any party hereto.
TRADEMARK ASSIGNMENT
WHEREAS, WONDER STICK INC., a corporation of the State of North
Carolina, having a business address of P.O. Box 1707, Maggie Valley, North
Carolina 28751, is the sole and exclusive owner of the right, title, and
interest in and to a certain trademark, namely:
MARK COUNTRY REGISTRATION NO. REGISTRATION DATE
WONDER STICK United States 2,073,401 June 24, 1997
WHEREAS, GEAC, INC., a corporation of the State of Texas, having
offices at 4419 Santa Fe Lane, McKinney, Texas 75070, desires to acquire
certain assets of WONDER STICK INC. to include the aforementioned trademark;
NOW, THEREFORE, for valuable consideration, receipt of which is
hereby acknowledged, WONDER STICK INC., by these presents, does hereby assign
and transfer to GEAC, INC., its successors and assigns, the entire right,
title and interest in and to the aforementioned trademark, including without
limitation, the good will appurtenant thereto, and the right to sue and
recover thereon, all claims and causes of action for, and all rights to sue
and recover and retain damages and profits for past infringements of or the
same to be held and enjoyed by GEAC, INC., its successors and assigns, or
other legal representatives, as fully and entirely as the same would have been
enjoyed by WONDER STICK INC., had this Assignment not been made.
Executed this 9th day of April, 1998.
WONDER STICK IN.
By: /s/ Theodore J. Staats
THEODORE J. STAATS, President
STATE OF NORTH CAROLINA )
) ss:
COUNTY OF HAYWOOD )
I, Margaret Nowakowski, a Notary Public for said County and State,
do hereby certify that THEODORE J. STAATS personally appeared before me this
day and acknowledged the due execution of the foregoing instrument.
Witness my hand and official seal, this the 9th day of April,
1998.
Official Seal) /s/ Margaret Nowakowski
Notary Public
My Commission Expires:
July 22, 2000
ASSET PURCHASE AGREEMENT
RECITALS
A. Pursuant to the execution of this Asset Purchase Agreement dated
June 3, 1998, with Wonder Stick, Inc., a North Carolina corporation
("Seller"), GEAC, Inc., a Texas corporation ("Buyer"), has acquired certain
assets of Seller (the "Assets").
Now, Therefore, in consideration of the promises, the provisions and the
respective agreements hereinafter set forth, the parties hereto hereby agree
as follows:
AGREEMENTS
1). At the closing, the Seller will transfer to the Buyer the Seller's
operating assets related to its Wonder Stick golf training program including
name, trademarks, its Fifty Percent (50%) ownership of patent 5,529,306
hereafter referred to as (the "Patent"), design plans, prototypes, videos,
documentation, including without limitation any specified or unspecified
contracts, furniture, equipment, fixtures, inventory, Wonder Stick Inc. eight
hundred service, Wonder Stick Inc. home page rights to Wonderstick.com, all
items as expressed in Schedule "B", lease rights, if any, and all office
records. Subject to Seller's right to receive payments hereunder, Buyer shall
have the right to exploit, use and grant sublicenses for all Patents and
trademarks as it deems necessary. The Assets shall be free and clear of all
security interest, liens, and encumbrances. Buyer shall not assume any
accounts payable, obligations, or any other liabilities of Seller whatsoever.
2). The Assets will exclude bank accounts, cash and securities,
accounts receivable and such assets as Buyer determines it does not wish to
purchase.
3). The Buyer will purchase the Assets pursuant to this Asset Purchase
Agreement (the "Agreement") for a total purchase prices of (i) Sixty Thousand
Dollars ($60,000.00); (ii) the additional payments described in Section 3.1 -
3.2 for a period of five (5) years from the closing; and (iii) the option
described in Section 3.5 (collectively the "Purchase Price"). That portion of
the Purchase Price described in item (i) of the preceding sentence shall be
paid as follows: Twenty Thousand Dollars ($20,000.00) by April 9, 1998, and
___________ (initials), and the balance of which shall be paid via wire or
cashier's check on June 9, 1998. A final payment of Eight Thousand Dollars
($8,000.00) shall be paid ($2,000.00 was put down as a down payment by GEAC,
Inc.) By wire or cashier's check no less than 30 days from the date of
closing.
3.1). As part of the Purchase Price, the Buyer shall pay to the
Seller additional payments described as follows:
(i) A fixed fee of Two Dollars and Four cents ($2.04) per
Wonder Stick units sold at $______ or higher, or
(ii) When a WonderStick unit is sold at or greater than
Fifteen Dollars ($15.00) but less than Thirty-Four Dollars and Ninety-Nine
cents ($34.99), then an additional payment of Ten Percent (10%) of net sales
of the Wonder Stick unit shall be paid to Seller. "Net Sales" will be defined
as sales less returns, shipping costs, manufacturing costs, and advertising
costs.
Additional payments shall not be paid on promotional items or
items sold at or below Fourteen dollars and Ninety-Nine cents ($14.99).
3.2). As part of the Purchase Price, the Buyer shall pay the
Seller additional payments described as follows:
(i) Two percent (3%) of the Net Sales of any items Seller
innovates or creates (other than the Wonder Stick) that use the trademark
"Wonder Stick", and
(ii) One percent (1%) of all Net sales of all items other
than those defined above that use the trademark "Wonder Stick".
3.3). The additional payments described in section(s) 3.1-3.2
shall be made for a period of five (5) years from the closing in the manner
described as follows:
1st year:
Additional payments from sales March thru July, 1998
November 15th and December 1st, 1998 Paid in 2 equal installments
Additional payments August thru December, 1998
February 15th, and March 1st, 1999
Paid in 2 equal installments
2nd year and thereafter for duration of the Agreement:
Additional payments January thru April
June 15th and July 1st
Additional payments May thru August
October 14th and November 1st
Additional Payments September thru October
December 15th, and January 1st
Additional Payments November thru December
February 15th and March 1st
The second year payment schedule will be used for the remaining 3 years.
Should Buyer enter into an agreement for the sale of the Assets Buyer shall
assign the its obligation with respect to the additional payments to the
purchasing corporation. After such a sale, the Buyer shall be held harmless
by Seller from any non-payment of sold additional payments.
3.4). Buyer shall grant the Seller an option to acquire Three
percent (3%) of the then outstanding shares of common stock, $.001 par value
per share ("Common Stock"), at an exercise price of One Hundred Dollars
($100.00). Such option shall be exerciseable by Seller at any time after the
closing.
B. Buyer desires to employ Seller (Ted Staats) as an "Independent
Contractor" and Seller (Ted Staats) desires to be an "Independent Contractor"
of the Employer.
NOW, THEREFORE, in consideration of the premises, the provisions and the
respective agreements hereinafter set forth, the parties hereby agree as
follows:
1). Employment. Employee will be an Independent Contractor of, the
Employer and will devote all of his business efforts to the achievement of the
business objectives of the Employment and the conduct of Employer's business
as Employer may reasonably request, and Employee will make available to
Employer his knowledge, skill and expertise concerning the Employer's business
and all information pertaining thereto. Specifically, the Independent
Contractor will be responsible for performing those duties described in
"Employment Agreement" (Schedule "A") hereto.
C. Headings. Headings are for convenience of reference only and
shall not affect the interpretation or construction of this Agreement.
D. Noncompetition.
D1.1 Covenant Not to Compete. The Seller and Mr. Ted Staats will
each enter into an agreement not to compete in the United States or the
International market place with Buyer's business for a period of five (5)
years after the closing, for a total consideration of Twenty-Five Thousand
Dollars ($25,000.00), payable in annual installments of Five Thousand Dollars
($5,000.00) each, beginning on August 1, 1998, and ending April 1, 2003. If
any non-competition covenants are breached all payments are stopped.
The Independent Contractor shall not, during the term of this Agreement and
for a period of five (5) years from the date of termination of this Agreement,
permit his name to be used by or engage in or carry on, directly or
indirectly, either for himself or as a member of a partnership or as a
stockholder, investor, officer or director of a corporation (other than Buyer
or a subsidiary or affiliate of Buyer) or as an Independent Contractor, agent,
associate or consultant of any person, partnership or corporation (other than
Buyer or a subsidiary or affiliate of Buyer) any business in competition with
the business of Buyer or any of Buyer's subsidiaries or affiliates, but only
for as long as such like business is carried on by (i) Buyer or any subsidiary
or affiliates of Buyer, or (ii) any person, corporation, partnership, trust or
other organization or entity deriving title from Buyer to the Assets, in any
county or province in which Buyer or any subsidiary or affiliate of Buyer
conducts business, or in any other county in any state of the United States,
or in any other county or political subdivision of the world. Nothing
contained in this Agreement shall restrict the Independent Contractor from
owning three percent (3%) or less of the stock or securities of any competitor
of Buyer if such stock or securities are listed on any national securities
exchange or traded over-the-counter, provided that the Independent Contractor
has no other connection or relationship with the issuer or such stock or
securities. If any portion of Section 3 is breached all payments stop.
D1.2 Injunctive Relief. The Independent Contractor agrees that
he remedy at law for any breach by him of Section D1.1 hereof would be
inadequate and that Buyer shall be entitled to injunctive relief. The term of
the covenants contained in Section D1.1 hereof shall be tolled for the period
commencing on the date any successful action is filed for injunctive relief or
damages arising out of a breach of Section D1.1 hereof and ending upon final
adjudication (including appeals) of such action.
D1.3 Reformation. The parties intend that the covenants
contained in this Section D1.1 shall be deemed to be a series of separate
covenants, one for each county of each state of the United States and for each
country and political subdivision of the world and, except for geographic
coverage, each such separate covenant shall be identical in terms to the
covenant contained in this Section D1.1. If, in any judicial proceeding, the
Court shall refuse to enforce all of the separate covenants contained in
Section D hereof because the time limit is too long, it is expressly
understood and agreed by the parties hereby that, for purposes of such
proceeding, such time limitation shall be deemed reduced to the extent
necessary to permit enforcement of such covenants. If, in any judicial
proceeding, the Court shall refuse to enforce all of the separate covenants
contained in Section D hereof because they are more extensive (whether as to
geographic area, scope of business or otherwise) than necessary to protect the
business and goodwill of Buyer, it is expressly understood and agreed between
the parties hereto that, for purposes of such proceeding, the geographic area,
scope of business or other aspect shall be deemed to be the extent necessary
to permit enforcement of such covenants.
E. Governing Law. This Agreement shall be construed under and in
accordance with the laws of the State of Texas.
F. Waiver. Waiver by either party of the default or breach of any
provision of this Agreement by the other shall not operate or be construed as
a waiver of any subsequent default or breach.
G. Binding Effect. This Agreement shall inure to the benefit of and
be binding upon the parties hereto and their respective heirs, legal and
personal representatives, successors and assigns.
H. Entire Agreement. This Agreement supersedes all previous
agreements, written or oral, relating to BUYER or to SELLER hereunder and
constitutes the entire agreement between the parties.
IN WITNESS WHEREOF, the parties have executed this Agreement and caused
the same to be duly delivered on their behalf on the day and year hereinabove
first set forth.
BUYER
By: Bryan J. Efimov
GEAC, Inc.
Bryan Efimov, President/CEO
SELLER:
By: /s/ Ted Staats
Wonder Stick, Inc.
Ted Staats, President
CO-BRAND PROGRAM AGREEMENT
This Co-brand Program Agreement ("Agreement") is made and is effective
as of November 21, 1999, by and between uMember, a ____________ corporation,
having a place of business at 10350 Santa Monica Blvd., West Los Angeles, CA
90025 (uMember) and a website with an internet URL, www.uMember.com ("Co-brand
Site"), and The Golf Network, Inc., a Delaware corporation, having a place of
business at 4639 Irving Blvd, #314, Dallas, TX and a website with an internet
URL http://www.TheGolfingNetwork.com. The Co-brand (uMember.com) and The Golf
Network are referred to herein collectively as the "Parties."
This Agreement contains the complete terms and conditions that apply to
the Co-brand's participation in the program described herein (the "Co-brand
Program") which establishes and promotes a link from the Co-brand Site to the
Golf Network Site for the mutual benefit of the parties.
1. Enrollment
Acceptance in the Co-brand Program is determined by The Golf
Network. This Agreement can be terminated if either party's site becomes an
unsuitable site. Unsuitable sites include:
Promote sexually explicit materials;
Promote violence;
Promote discrimination based on race, sex, religion, nationality, disability,
sexual orientation or age;
Promote illegal activities;
Violate intellectual property rights.
2. Linking Your Site to uMember
The Co-brand agrees to provide a special link from the Co-brand
Site to The Golf Network Site. The Golf Network will supply or approve the
graphic used for the link and the code associated with the graphic. The Co-
brand will be responsible for the placement location of the special link and
ensuring that the link is properly formatted. The link will appear on the Co-
brand Site, http://www.umember.com, or a comparable location within the Co-
brand Site and the Co-brand will notify The Golf Network if its location is
changed. The Co-brand will use The Golfing Network.com store link on all
current and future sites belonging to umember.com or its subsidiaries sites.
Co-brand will be solely responsible for ensuring that the
materials on the Co-brand site do not violate or infringe copyright,
trademark, privacy or other personal or proprietary rights of any third party;
and are not libelous or otherwise illegal. The Golf Network disclaims all
liability for these matters. Further, the Co-brand will indemnify and hold
The Golf Network harmless from all claims, damages and expenses (including,
without limitation, attorney's fees) relating to the development, operation,
maintenance and contents of the Co-brand Site.
3. Commission
The Golf Network will pay a 25% commission to uMember.com on all
net profits generated from sales made to customers who access The Golf Network
through the link on the Co-brand Site. As long as this Agreement is in
effect, The Golf Network will continue to pay 25% of all net profits generated
from that customer until this Agreement is terminated. The Golf Network will
not be obligated to pay any commission to uMember.com on any such items which
are subsequently returned by the customer. The Golf Network will provide
documentation of all customer returns from the Co-brand Site to uMember.com,
and will submit such documentation in its weekly sales activity and commission
fee reports.
4. Accounting of Payment
The Golf Network will be responsible for tracking access from the
Co-brand Site. The Golf Network will report access and remit payment of
commission to uMember.com within 15 days of shipment of the product.
5. The Golf Network Responsibilities
The Golf Network will be responsible for providing all information
necessary to allow the Co-brand to make appropriate links from the Co-brand
Site to The Golf Network Site. Customers will be supported by The Golf
Network and all orders will be processed by The Golf Network, according to The
Golf Network policies and operating procedures. Co-brand Site can reasonably
expect The Golf Network's best in-class service level commitment to next-
business day delivery of in-stock items, and its best price guarantee. The
Golf Network will maintain its Returns Policy to Co-brand members as follows:
"30 days money back guarantee." The Golf Network reserves the right to reject
orders that do not comply with any requirements set forth on The Golf Network
Site.
The Golf Network will be responsible for all aspects of order
processing and fulfillment. Among other things, The Golf Network will prepare
order forms; process payments, cancellations, and returns; and handle customer
service. The Golf Network will track sales made to customers using special
links from the Co-brand Site and will provide the Co-brand with online access
to such reports, including but not limited to customer transactions and
customer personal information, and will send the Co-brand commission Fee
reports summarizing sales activity on weekly basis. To permit accurate
tracking, reporting and commission Fee accrual, the Co-brand shall ensure that
the special links between the Co-brand Site and The Golf Network Site are
properly formatted.
6. Co-Brand Responsibilities
The development, operation and maintenance of the Co-brand Site and all
materials that appear thereon;
Maintaining its logo, co-branding text, and company information which is
stored on The Golf Network Site;
Ensuring that the link on the Co-brand Site is properly displayed;
Co-brand will advertise The Golf Network in all appropriate media; and
Co-brand will include The Golf Network in the uChat module.
7. Co-Brand Responsibilities
The Co-brand will also be co-branded, above the fold, on internal
pages within The Golf Network Site, using a logo and other materials to be
supplied and updated by the Co-brand. The Co-brand logo will be linked back
to the Co-brand Site.
8. Policies and Pricing
Customers who buy products and services will be deemed to be
customers of The Golf Network. Accordingly, all The Golf Network policies and
operating procedures, set forth on The Golf Network Site, concerning customer
orders, customer service, privacy and sales will apply to those customers.
The Golf Network may change its policies and operating procedures at any time.
For example, The Golf Network will determine the prices to be charged for
products and services in accordance with its own pricing policies as set forth
on The Golf Network Site.
9. Exclusivity
The Golf Network shall be the exclusive supplier of golf products
and services on the Co-brand site for a term of 3 (three) years from the date
of this agreement. uMember.com agrees that it will not place products on the
uMember.com Site which are considered competitor products of The Golf Network.
Should this agreement terminate prior to the end of such 3 (three) year
period, this exclusivity clause shall be deemed null and void as of the
termination date.
10. Limited License
The Parties grant each other a non-exclusive, non-transferrable,
revocable right to (i) access The Golf Network Site through the Co-brand Site
link solely in accordance with the terms of this agreement and (ii) to use
each other's logos, trade names, trademarks, and similar identifying material
relating to the Parties (collectively, the "Licensed Materials"), solely in
connection with such link, for the sole purpose of promoting each other for
the duration of this agreement. The Parties may use the License Materials as
provided by the other party and may not alter, modify, or change the Licensed
Materials in any way. Such rights to use the Licensed Materials shall be
immediately revoked if the Agreement is terminated.
11. Terms of the Agreement
The terms of this Agreement will begin upon the execution of this
Agreement and be in effect for three (3) years, with an option to renew.
Either of the Parties may terminate this Agreement at any time for cause, by
giving the other party thirty (30) days written notice of termination. Cause
for termination, as is understood by the parties to this agreement, shall
include: (i) breach of any material term or condition of this agreement and
failure to cure such breach within thirty (30) days after receipt of written
notice of the same, except in the case of failure to pay fees, which must be
cured within five (5) days after receipt of written notice from the Co-brand
(ii) either party becomes the subject of a voluntary petition in bankruptcy or
any voluntary proceeding relating to insolvency, receivership, liquidation, or
composition for the benefit of creditors any the Co-brand will be eligible to
earn a commission Fee on sales occurring during the term of the Agreement any
commission Fee earned through the date of termination will remain payable if
the related sales are not returned or canceled.
12. Relationship of the Parties
The Co-brand and The Golf Network are independent contractors, and
nothing in this Agreement will create any partnership, joint venture, agency,
franchise, sales representative, or employment relationship between the
parties. The Co-brand and The Golf Network will have no authority to make or
accept any offers or representations on each other's behalf. The Co-brand and
The Golf Network will not make any statements, whether on the Web sites or
otherwise, that reasonably would contradict anything in this Agreement.
13. Confidentiality
Except as otherwise provided in this Agreement or with the consent
of the other party hereto, each of the parties hereto agrees that all
information including, without limitation, the terms of this Agreement,
business and financial information, customer and vendor lists, and pricing and
sales information, concerning The Golf Network or the Co-brand, shall remain
strictly confidential and secret and shall not be utilized, directly or
indirectly, by such party for its own business purposes or for any other
purpose except and solely to the extent that any such information is generally
known or available to the public through a source or sources other than the
Parties.
14. Limitation of Liability
Neither party will be liable for indirect, special or
consequential damages, or any loss of revenue, profits, or data, arising in
connection with this Agreement, even if it has been advised of the possibility
of such damages. Further, each party's aggregate liability arising with
respect to this Agreement will not exceed the total Referral Fee paid or
payable to the Co-brand under this Agreement.
15. Indemnification
The Golf Network agrees to indemnify and hold harmless the Co-
brand, and its subsidiaries and affiliates, and their directors, officers,
employees, agents, shareholders, partners, members, and other owners, against
any and all claims, actions, demands, liabilities, losses, damages, judgments,
settlements, costs and expenses (including reasonable attorney's fees)(any or
all of the foregoing hereinafter referred to as "Losses") insofar as such
Losses (or actions in respect thereof) arising out of or are based on (i) any
claim that a party's use of the other party's trademarks infringes on any
trademark, trade name, service mark, copyright, license, intellectual
property, or other proprietary right of any third party, (ii) any
misrepresentation of a representation or warranty or breach of a covenant and
agreement made by a party herein, or (iii) any claim related to the Co-brand
Site, including, without limitation, content therein not attributable to The
Golf Network, unless it is determined there was gross negligence or wilfull
misconduct on behalf of the Co-brand.
16. Miscellaneous
This Agreement will be governed by the Laws of the United States
and the State of California, without reference to rules governing choice of
laws. Any action relating to this Agreement must be brought in the federal or
state courts located in California, and Co-bran irrevocably consents to the
jurisdiction of such courts. Neither party may assign this Agreement, by
operation of law or otherwise, without our prior written consent. Subject to
that restriction, this Agreement will be binding on, inure to the benefit of,
and enforceable against the parties and their respective successors and
assigns. Such party's failure to enforce strict performance of any provision
of this Agreement will not constitute a waiver of the right to subsequently
enforce such a provision or any other provision of this Agreement.
/s/ Yuki Rosenfeld /s/ Bryan Efimov
Signature of Co-brand Officer Signature of THE GOLF NETWORK
Officer
Name of Officer: Yuki Rosenfeld Name of Officer: Bryan Efimov
Title: VP Merchandising Title: President
Date: 11-30-99 Date: 12-2-99
PURCHASE & SALES AGREEMENT
BY AND BETWEEN
R & R INVESTMENT
DBA
E-TRADE GOLF.COM
(MICHAEL F. ROESLER - FOUNDER)
&
THE GOLFING NETWORK.COM
(BRYAN EFIMOV - PRESIDENT)
This agreement for timing purposes will commence October 1, 1999
although executed 12/06/99
1. THE PARTIES
R&R Investment incorporated, a Colorado Corporation validly existing and
operating pursuant to the laws of the State of Colorado owned by Michael F.
Roesler Founder and Developer of the website www.E-TradeGolf.Com. The Golfing
Network.Com Incorporated (TGNC) a business corporation validly existing and
operating pursuant to the laws of the State of Texas.
2. THE WEB SITE
www.e-tradegolf.com and net as well as www.etradegolf.com and net. It is
additionally understood that the purchase of the site is exclusive of any and
all equipment or hardware associated with the site.
3. THE PURPOSE OF THE PURCHASE AND SALES AGREEMENT
The agreement will cover The Golfing Network.Com purchasing a majority
controlling interest (90%) of the E-Trade Golf.Com from R&R Investment
Incorporated & Michael F. Roesler - Individually (Founder E-Trade Golf.Com) at
a pre-determined mutually agreed upon price of $67,473.00. The payment will
be made in the form of 33,736.50 preferred convertible shares of The Golfing
Network.Com at $2.00 per share as of 10/01/99 (33,736.50 X $2.00 =
$67,478.00).
3.1 It is mutually agreed upon and fully understood between the
parties that the preferred convertible shares used in this transaction are of
a restricted nature and must be held for a period of 365 days from the
commence date of this agreement October 1, 1999 at which time they can be
converted by written or verbal request under a guaranteed (1.0 share : 3.0
share) conversion ratio (33,736.50 shares = 101,209.50 shares) at the then
current market price of The Golfing Network.Com on October 1, 2000 and freely
traded with no restrictions on and after October 1, 2000.
3.2 It is mutually agreed upon and fully understood that the preferred
convertible share conversion is to be granted without exception or any
additional expense to the holder (R&R Investment Incorporated - Michael F.
Roesler - Individually or assigns) and delivered with advance request by no
later 10/01/2000.
3.3 It is fully disclosed that there is a viable market in the trading
of The Golfing NetworkCom shares at the time of the agreement and any
subsequent viability change will be disclosed to R&R Investment Inc.
3.4 It is mutually agreed upon and fully understood that The Golfing
Network.Com will have a first right of refusal to repurchase the post
preferred converted shares on the conversion date by written request in
advance by no later than September 25, 2000 at the then post preferred
converted market price less 5%. The transactions of repurchase by The Golfing
Network.Com and preferred convertible conversion will be made with no
additional expense to R&R Investment Inc. - Michael F. Roesler - Individual.
3.5 It is mutually agreed upon and fully understood that the Golfing
Network.Com will make available and transfer the initial preferred convertible
shares (33,736.50 shares) at the then current market value ($2.00 per share
10/01/99) made payable to Michael F. Roesler - Individually by no later than
10/15/99.
4. PURCHASE OPTIONS
The Golfing Network.Com shall have the right at any time prior to the
preferred conversion date of 10/01/2000 to purchase the remaining 10% interest
of E-TradeGolf.Com for the pre-determined price of $7,497.00, additionally R&R
Investment Inc. - Michael F. Roesler shall have the right to purchase up to
250,000 additional restricted preferred convertible shares at a price of $2.00
per share for the 10 days proceeding notice of intent to exercise this option.
5. THE GOLFING NETWORK.COM'S OBLIGATIONS
The Golfing Network.Com hereby agrees to manage the above referenced and
described Internet World Wide Web Site pursuant to the terms and conditions
set forth herein.
5.1 The Golfing Network.Com agrees that after purchasing a controlling
interest in the site to operate the site using its best efforts and diligence
to reasonably sustain continuing operating revenues from the site. The
Golfing Network.Com will have total unilateral authority as it relates to the
operation, management and content revision, addition or deletion.
5.2 R&R Investments Inc. will be responsible for the monthly hosting
expenses associated with the site. The Golfing Network.Com shall have the
right to relocate the hardware equipment at its sole discretion and expense
and or renegotiate the monthly hosting expense with the current hosting entity
Concentric Network Services. The Golfing Network.Com will change the billing
address to the offices of The Golfing Network.Com by no later than January 1,
2000. It fully understood that all hardware and server equipment will remain
the property of R&R Investment Incorporated - Michael F. Roesler.
6. REVENUE SHARING
The Golfing Network.Com and R&R Investment Incorporated - Michael F. Roesler
shall share annual net revenues (less G&A expenses) on a 90%-10% basis until
such time as The Golfing Network.Com purchases the remaining 10% of E-
TradeGolf.Com from R&R Investment Incorporated or Michael F. Roesler -
Individually.
6.1 The Golfing Network.Com shall be entitled to retain all revenues
obtained from third party advertisers on the web site during the restrictive
stock trading period expiring 10/01/2000.
6.2 R&R Investment Incorporated - Michael F. Roesler shall be paid on
or before the 20th of each month that a net profit is realized and regardless
shall receive appropriate documentation detailing any and all revenue and
expense activity from the web site until such time as The Golfing Network.Com
purchases the remaining 10% interest in E-Trade Golf.com.
6.3 It is mutually agreed upon and fully understood that R&R
Investment Incorporated has a minority non participating interest exclusive of
its 10% revenue sharing arrangement as it relates to any current and/or future
fiduciary obligations incurred by The Golfing Network.Com in the overall day
to day operation and management of E-Trade Golf.Com.
7. VOIDING ALL PREVIOUS AGREEMENTS
With the execution of this purchase and sales agreement dated for the timing
purposes as of October 1, 1999 by the parties involved all previous agreements
will be vacated and voided as attached.
8. NOTICES
All notices hereunder shall be in writing and delivered to the party being
notified by next day Express Mail or private Express Carrier, FED-EX, United
Parcel Service, etc. with written proof or delivery required.
9. SIGNATURES
All signatures hereto transmitted by electronic facsimile shall be originals
for all purposes.
10. GOVERNING LAW
This agreement, expressing the full terms, conditions and intent of the
parties shall be construed and interpreted pursuant to the laws of the State
of Colorado and the State of Texas.
Please indicate your acceptance and return two (2) signed copies ot the
undersigned.
ACCEPTED FOR
R&R INVESTMENT INCORPORATED THE GOLFING NETWORK.COM
By:/s/ Michael F. Roesler By:/s/ Bryan J. Efimov
MICHAEL F. ROESLER BRYAN J. EFIMOV
President President
December 6, 1999 December 6, 1999
NORTH CAROLINA
JACKSON COUNTY
THIS MANUFACTURING CONTRACT, made and entered into this 17th day of
September, 1998, by and between GEAC, INC., a Texas based corporation, PARTY
OF THE FIRST PART, and NEW BEGINNINGS MANUFACTURING, PARTY OF THE
SECOND PART:
WITNESSED:
WHEREAS, GEAC, INC. owns the license to use Patent No. 55290 which is
protected from infringement and is Perfect Plane & Alignment Trainer known as
the WONDERSTICK.
WHEREAS, New Beginnings Manufacturing desires to manufacture the
WonderStick for GEAC, Inc., and
NOW, THEREFORE, PARTY OF THE FIRST PART does hereby contract with PARTY
OF THE SECOND PART the right to sew the shoulder strap and 1.25 inch tab
together, and assembly of all parts necessary to complete, pack, finish, and
ready to ship the WONDERSTICK, upon the following terms and conditions:
1. Materials and Supplies: PARTY OF THE FIRST PART shall supply all
materials necessary to complete the sew, assemble and pack the WONDERSTICK,
inclusive of all sewing supplies, labor and equipment.
2. Payment: PARTY OF THE FIRST PART shall pay to PARTY OF THE SECOND
PART all material costs to produce 20,000 WONDERSTICKS (this price may be
reduced on larger orders and final pricing may fluctuate due to cost of raw
materials changing) payment of $3.67 per WONDERSTICK. Labor is paid weekly
at a rate of $1.50 per WonderStick at a minimum of 2,000 WONDERSTICKS per week
(or what the market demands out of production).
PARTY OF THE FIRST PART shall grant exclusive manufacturing and
finishing rights to PARTY OF THE SECOND PART, PARTY OF THE SECOND PART, shall
at all times, search and secure quality products and pricing of items for
PARTY OF THE FIRST PART.
(1) This pricing is not inclusive of the display boxes or the
stands.
(2) This is not inclusive of shipping boxes (brown type plain) and
tape.
(3) This is not inclusive of the 1-800 phone line operations (i.e.
operator(s)). This pricing shall be included in the final as
PARTY OF THE SECOND PART obtains the information, and will produce
them in writing.
3. Production: PARTY OF THE SECOND PART shall have two to three
working weeks to reach the production schedule of the WONDERSTICK, providing
PARTY OF THE FIRST PART has delivered all necessary funding to PART OF THE
SECOND PART with which to procure materials for the manufacture for all the
parts and pieces of the WONDERSTICK. Lead times for securing products is
usually 4-6 weeks this added to the above is a total of 6-9 weeks. The
minimum production schedule shall be 2,000 WONDERSTICKS per week for a total
of 20,000 WONDERSTICKS.
4. Quality Control: In the event any WONDERSTICK does not meet PARTY
OF THE FIRST PARTS standards (Attachment "C") which can be modified), then
PARTY OF THE SECOND PART shall repair or replace such WONDERSTICKS at its own
expense. Consumer rejects will only be accepted if they are within the
advertised warranty period of thirty (30) days after delivery.
5. Modifications: Any modifications shall be in writing.
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals, in
duplicate originals, this the day and year first above written.
/s/ Michael S. Mullis
Michael S. Mullis
Owner, New Beginnings Manufacturing
/s/ Bryan Efimov
Brian Efimov
President & CEO, GEAC
SUBSIDIARIES
Subsidiary State of Names Under Which
Incorporation Subsidiary Does Business
NetWeb OnLine.Com Inc. Florida NetWeb OnLine.Com Inc.
The Golfing Network.Com Inc. Florida The Golfing Network.Com
Inc.
TGNC Florida
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM THE
COMPANY'S 1999 AUDITED FINANCIALS AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> SEP-30-1999
<PERIOD-END> SEP-30-1999
<CASH> 883
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 51,830
<CURRENT-ASSETS> 237,943
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 299,599
<CURRENT-LIABILITIES> 47,326
<BONDS> 0
0
229
<COMMON> 4,058
<OTHER-SE> 212,986
<TOTAL-LIABILITY-AND-EQUITY> 299,599
<SALES> 32,957
<TOTAL-REVENUES> 32,957
<CGS> 9,996
<TOTAL-COSTS> 9,996
<OTHER-EXPENSES> 155,008
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (132,047)
<INCOME-TAX> 0
<INCOME-CONTINUING> (132,047)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (132,047)
<EPS-BASIC> (0.04)
<EPS-DILUTED> (0.04)
</TABLE>
