SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 of 15(d) of the
Securities Exchange Act of 1934
April 10, 2000
- ------------------------------------------------
Date of Report (date of earliest event reported)
CAPTAINS MANAGEMENT CORP.
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Exact name of Registrant as Specified in its Charter
Nevada 0-29161 88-0448017
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State or Other Jurisdiction Commission File IRS Employer Identification
of Incorporation Number Number
5757 West Century Blvd., Suite 340, Los Angeles CA, 90045
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Address of Principal Executive Offices, Including Zip Code
(702) 732-2253
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Registrant's Telephone Number, Including Area Code
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
On April 10, 2000, CAPTAIN'S MANAGEMENT , Inc.
(the "Company") completed the acquisition of 100% of
the outstanding common stock of RAIL, Inc., a Nevada
corporation ("RAIL"), in exchange for 1,000,000 shares
of Captain's Management's Common Stock (approximately
20.0% of the shares now outstanding).
The stock issuances were made pursuant to an
Agreement ("Agreement") between Captain's Management
and RAIL. The terms of the Agreement were the result
of negotiations between the management of Captain's
Management and RAIL. However, the Board of Directors
did not obtain any independent "fairness" opinion or
other evaluation regarding the terms of the Agreement,
due to the cost of obtaining such opinion or
evaluation.
The foregoing summary of the Agreement is
qualified by reference to the complete text of the
Agreement, together with the schedules thereto, which
is filed as Exhibit 10 hereto, and is incorporated
herein by this reference.
As a result of the transaction with RAIL and the
issuance of the 1,000,000 shares of Captain's
Management's Common Stock, following are those persons
known by Captain's Management to own 5% or more of
Captain's Management's Voting Stock:
Percent of Outstanding
Name and Address Voting Shares Voting Shares
---------------- ------------- -------------
Paul Salas 1,000,000 20%
101-01 101 St Avenue
Ozone Park, NY 11417
Edward Figueroa, Jr 1,000,000 20%
551 Ridgewood Avenue
Brooklyn, NY 11208
Natibe Latouf 1,000,000 20%
60-03 67th Avenue
Ridgewood, NY 11385
_________________
Effective on the closing of the acquisition,
Captain's Management's officers and directors were as
follows:
Paul Salas President, Treasurer and Director
Edward Figueroa, Jr. Vice President and Director
Natibe Latouf Secretary and Director
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
As described in Item 1 of this Report, on April
10, 2000, Captain's Management acquired all of the
issued and outstanding common stock of RAIL, Inc.
("RAIL") in exchange for shares of Captain's
Management's Common Stock. The acquisition of RAIL
(accounting acquirer) by Captain's Management
(nonoperating shell) is considered in substance to be
a capital transaction and is accounted for in a manner
similar to a reverse acquisition.
RAIL is currently negotiating additional
strategic alliances with other companies involved in
Internet production, marketing and technology. The
Internet has allowed companies a direct avenue to the
consumer that artists and music companies have been
unable to achieve in the past. Companies utilize
technologies which permit the consumer to download and
play music, close to CD quality, directly from their
website. RAIL plans to take this approach to the
next level by allowing consumers to view or download
live events including concerts, pay per view programs
and live sporting events from anywhere in the world.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
The following financial statements for RAIL , Inc.
for the period from June 18, 1999 (inception) to June
30, 1999 are filed herewith:
INDEX PAGE
1) AUDITED FINANCIAL STATEMENTS OF RAIL , INC.
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT . . . . . . . . . . 3
FINANCIAL STATEMENTS
Balance Sheet . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Statement of Operations . . . . . . . . . . . . . . . . . . . . . . 5
Statement of Stockholders' Equity . . . . . . . . . . . . . . . . . 6
Statement of Cash Flows . . . . . . . . . . . . . . . . . . . . . . 7-8
Notes to Financial Statements . . . . . . . . . . . . . . . . . . . 9-16
3
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(b) PRO FORMA FINANCIAL INFORMATION. The pro forma
financial information required by Article 11 of Regulation S-X is
not yet available, and will be filed by amendment on or before
September 27, 1999.
(c) EXHIBITS.
Exhibit 10 Agreement between Captain's Management Corp. and
RAIL, Inc.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this Report to be signed
on its behalf by the undersigned, hereunto duly authorized.
RAIL, INC.
Dated: May _, 2000
By:___________________________________
Jimmy H. Jin, President
SHARE EXCHANGE AGREEMENT
This SHARE EXCHANGE AGREEMENT (the "Agreement") is made this 2nd
Day of April 2000, by and among Captains Management, Inc.,
(CAPTAIN) a Nevada Corporation, and those persons whose names
appear on Schedule I hereto as record owners of shares of common.
stock of RAIL, Inc., (RAIL) a Corporation ("Shareholders").
RECITALS
1. RAIL is a corporation duly organized and existing under the
laws of the state of Nevada with an authorized capital stock
consisting of 25,000,000 common voting shares, $0.001 par value
CRAIL Common Stock"), of which 1,000,000 shares are issued and
outstanding
2. CAPTAIN is a corporation duly organized and existing under the
laws of the state of Nevada, with an authorized capital stock
consisting of 25,000,000 common shares, $0.001 par value ("CAPTAIN
Common Stock'), of which 5,000,000 are issued and outstanding
3. CAPTAIN wishes to acquire 100% of the issued and outstanding
shares of RAIL Common Stock owned of record by certain
shareholders ("Common Shareholders").
4. Subject to the terms and conditions hereof, it is intended that
the RAIL/CAPTAIN Shareholder share exchange governed by this
Agreement be a transaction qualifying under Section 368(a)(1)(B)
of the Internal Revenue Code of 1986, as amended, (the
"Transaction').
5. RAIL and CAPTAIN desire to make certain representations,
warranties, covenants and agreements in connection with the
Transaction, and also desire to prescribe various conditions
precedent to the Transaction.
NOW, THEREFORE, in consideration of the recitals, which are a part
of this Agreement, and of the mutual agreements, provisions and
covenants herein contained, including the recitals above which are
a part of this Agreement, the parties hereto hereby agree as
follows:
ARTICLE I
1. EXCHANGE OF SECURITIES.
1. 1 ISSUANCE OF SHARES OF CAPTAIN COMMON. On or before April
10,2000 subject to all the terms and conditions of this Agreement,
CAPTAIN agrees to issue to the shareholders (the "Shareholders")
1,000,000 shares of restricted CAPTAIN Common Stock, in exchange
for all of the outstanding RAIL Common Stock.
1.2 SHARES TO BE ISSUED TO SHAREHOLDER/EXEMPT FROM REGISTRATION.
Subject to section 1.3 below, the parties hereto intend that
CAPTAIN Shares to be issued to the shareholders at the Closing
shall be exempt from the registration requirements of the
Securities Act of 1933, as amended (the "ACT"), pursuant to
Section 4(2) and the Act and the rules and regulations promulgated
thereunder.
1.3 SHAREHOLDERS APPROVAL. CAPTAIN/RAEL agree to submit this
Agreement and Plan of Reorganization, to the Shareholders for
approval on or before April 10,2000, subject to any rights of RAIL
and CAPTAIN to terminate this Agreement and abandon the
Transaction as provided herein.
ARTICLE 2
2. REPRESENTATIONS AND WARRANTIES OF CAPTAIN
2.1 REPRESENTATIONS AND WARRANTIES OF CAPTAIN. CAPTAIN
represents and warrants to Shareholders as follows:
(a) Capital. The authorized capital of CAPTAIN consists of
25,000,000 common voting shares, $0.001 par value of which
5,000,000shares are issued and outstanding
(b) Organization and Authority. It is a corporation duly
organized, validly existing and in good standing under the laws of
the state of Nevada, with the corporate power and authority to
carry on its business as now being conducted. In addition, CAPTAIN
is duly qualified to do business in each jurisdiction in which the
nature of its business requires it to be qualified, except to the
extent that the failure to so qualify have any material effect o
the business of CAPTAIN, taken as a whole. The execution and
delivery of this Agreement and the consummation of the
Transactions contemplated hereby have been or will be prior to the
Closing, as herein defined, duly authorized by all requisite
corporate actions on the part of CAPTAIN to the extent, if any,
that such authorizations are necessary. This Agreement has been
duly executed and delivered by CAPTAIN and constitutes the valid,
binding and enforceable obligation of CAPTAIN.
(c) Ability To Carry Out Agreement. To the best of CAPTAIN's
knowledge and belief, the execution and performance of this
Agreement will not violate or result in a breach of, or constitute
a default in any provision of applicable law, any agreement,
instrument judgment, order or decree to which CAPTAIN is a party
or to which CAPTAIN is subject, other than such violations,
breaches or defaults which singly or in the aggregate do not have
a material adverse effect on the business of CAPTAIN, as a whole
or on the enforceability or validity of this Agreement. No
consents of any persons under any contract or agreement required
to be disclosed or disclosed pursuant to this Agreement are
required for the execution, delivery and performance by CAPTAIN of
this Agreement.
(d) Issuance of CAPTAIN Common Stock. All approvals, permits,
consents, orders and authorizations have been obtained and
necessary documents have been filed under all applicable laws of
the United States to qualify the issuance and exchange of the
CAPTAIN Shares to be issued to Shareholders pursuant to this
Agreement.
(e) Financial Information. CAPTAIN has provided to
Shareholders copies of its financial statements and other
disclosure documents as follows:
1. Audited financial statements for the period ending
December 31, 1999;
2. Audited financial statements for the period ending
March 30, 2000;
3. Interim financial statements for the first quarter
March 30,2000.
This financial information is collectively referred to as the
"CAPTAIN Financials". This information represents fairly the
assets and financial condition of CAPTAIN. Except as set forth in
the CAPTAIN Financials, for the obligations on the part of
CAPTAIN, there exists no default under the provision of any
instrument or agreement.
ARTICLE 3
3. REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS.
3.1 SHARE OWNERSHIP BY SHAREHOLDERS. Each signatory Shareholder
represents and
warrants that: (i) such Shareholder has good and marketable title
to the outstanding shares of RAIL Common Stock owned of record and
beneficially by such Shareholder; and (ii) said shares are not
subject to any lien, encumbrance or pledge.
3.2 INVESTNENT INTENT. Each signatory Shareholder is acquiring
the CAPTAIN Shares for long-term investment only and for such
Shareholder's own account and not with a view to, or for sale in
connection with, the distribution thereof, nor with any present
intent of distributing or selling any of the CAPTAIN Shares.
3.3 RELATIONSHIP WITH COMPANY. Each signatory Shareholders has
either a pre-existing business or personal relationship with RAIL
or with an officer or director of RAIL, or such knowledge and
experience in financial and business matters that such Shareholder
is capable of evaluating the merits and risks of an investment in
the CAPTAIN Shares,
3.4 PRIVATE OFFERING. Each signatory Shareholder understands
that the CAPTAIN Shares arc being offered for exchange in reliance
on specific exemptions for the registration requirements of
federal and state securities rules and regulations and that
CAPTAIN is relying upon the truth and accuracy of the
representations and warranties, agreements, acknowledgments and
understandings of each signatory Shareholder set forth herein in
order to determine the applicability of such exemptions and the
suitability of such Shareholder to acquire the CAPTAIN Shares.
Each signatory Shareholder acknowledges that the Shares must be
acquired for investment purposes only and not with a view to
distribution or resale and may not be sold, mortgaged, pledged
hypothecated or otherwise transferred or offered to be so
transferred, without art effective registration statement for such
securities under the Act and the regulations promulgated thereto
(unless exempt therefrom), or an opinion of counsel, satisfactory
to CAPTAIN that any such transaction shall not violate any federal
or state securities laws and the written consent or CAPTAIN.
3.5 PURCHASE FOR OWN ACCOUNT. No Shareholder is an underwriter
of or dealer in the CAPTAIN Shares and no Shareholder is acting as
such or participating pursuant to a contractual agreement in the
distribution of the CAPTAIN Shares.
3.6 SHAREHOLDER'S REPRESENTATIVES. If a signatory Shareholder
is acting in a representative or in a fiduciary capacity by
acquiring the CAPTAIN Shares the representations and warranties in
this Agreement shall be deemed to have been made on behalf of the
person or persons for whom the Shareholder is acting.
3.7 INDEPENDENT INVESTIGATIONSACCESS. Each signatory
Shareholder acknowledges that in making the decision to exchange
such Shareholder's RAIL Shares for the CAPTAIN Shares, such
Shareholder has relied upon independent investigations made by
Shareholder and Shareholder's representatives, if any, have been
give the opportunity to ask questions of and to receive answers
from CAPTAIN, or any person acting on its behalf concerning the
terms and conditions of this Transaction Shareholder and
Shareholder's advisors, if any, have been furnished with access to
all publicly available materials relating to the business,
finances and operations of CAPTAIN which have been requested
3.8 NO GOVERNMENT RECOMNENDATIONS OR APPROVAL Shareholders
understand that no government agency has made or will make a
finding or determination relating to the fairness of Shareholders'
investment in the CAPTAIN Shares, or has passed or made or will
pass on or make, any recommendation or endorsement of the CAPTAIN
Shares.
3.9 ENTITY PURCHASES. If any signatory Shareholder is a
partnership, corporation or trust, the person executing this
Agreement on behalf of such represents and warrants that such
representative:
(1) has made due inquiry to determine the truthfulness of the
representations and warrants made pursuant to this
Agreement; and
(2) is duly authorized to make this investment and to enter
into and execute this Exchange Agreement on behalf of such entity.
3. 10 LACK OF LIQUIDITY/RESTRICTIVE LEGEND. Shareholders
acknowledge that the CAPTAIN Shares are, and will be acquired,
"restricted securities" within the meaning of Rule 144 of the
General Rules and Regulations under the Act and applicable state
statutes. Subject to Article 4.3 herein Shareholders agree that
the certificates evidencing the CAPTAIN Shares acquired pursuant
to this Agreement will have the following legend placed thereon
stating that the securities have not been registered under the Act
or any state or federal securities , laws, and setting forth or
referring to the restrictions or transferability and sales of the
CAPTAIN Shares:
"THE SHARES TO BE ISSUED BY TBE COMPANY HAVE NOT BEEN REGISTERED
UNDER TBE SECURITIES ACT OF 1933. AS AMENDED .... THE ACT'), OR
APPLICABLE STATE BLUE SKY OR SECURITIES LAWS AND OFFERED UNDER AN
EXEMPTION FROM THE REGISTRATION PROVISIONS OF THE ACT AND SUCH
LAWS. THE SHARES CANNOT BE SOLD, TRANSFERRED, ASSIGNED OR
OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WIT14 THE RESTRICTIONS
ON TRANSFER CONTAINED IN THE SHARE AGREEMENT DATED May 22.1998 AND
APPLICABLE FEDERAL AND STATE SECURITIES LAWS."
ARTICLE 4
4. COVENANTS.
4.1 INDENINIFTCATIONOF SHAREHOLDERS. CAPTAIN agrees to defend
and hold harmless Shareholders, and their officers, directors and
agents, if any, against and in respect of any and all claims,
demands, losses, costs, expenses, obligations, liabilities,
damages, recoveries and deficiencies, including interest,
penalties and reasonable attorney fees, that it shall incur or
suffer, which arise out of, result from or relate to any material
breach of, or failure by CAPTAIN to perform any of its respective
representations, warranties, covenants and agreements in this
Agreement or in any exhibit or other instrument furnished or to be
furnished by CAPTAIN under this Agreement.
4.2 LEGAL OPINIONS. CAPTAIN will supply legal opinions
substantially as set forth in subparagraph 74(c).
ARTICLE 5
5. CONDITIONS PRECEDENT TO RAIL'S PERFORMANCE.
5.1 CONDITIONS. RAIL's obligations hereunder shall be subject
to the satisfaction,, at or before the Closing, of all the
conditions set forth in this Article 5. RAIL may waive any or all
of these conditions in whole or in part without prior notice, so
long as such waiver is in writing; and provide, however, that no
such waiver of a condition shall constitute a waiver by RAIL of
any other condition or any of RAIL's other rights or remedies, at
law or in equity, if the Shareholders shall be in default of any
of its representations, warranties or covenants under this
Agreement.
5.2 ACCURACY OF REPRESENTATIONS. Except as otherwise permitted
by this Agreement, all representations and warranties by CAPTAIN
in this Agreement or in any other written statement that shall be
delivered to RAIL by Shareholders under this Agreement shall be
true and accurate in all material respects and as of the Closing
Date as though made at this time.
5.3 PERFORMANCE. Shareholders shall have performed, satisfied
and complied with all covenants, agreements and conditions
required by this Agreement to be performed or complied with, on or
before the Closing Date.
If Shareholders have not performed, RAIL may give Shareholders
written notice prior to closing, including particulars known to it
and the Closing shall be delayed and the Shareholders shall have
ten (10) days to perform or comply.
5.4 ACCEPTANCE OF SHAREHOLDERS CONSIDERATION. The receipt and
acceptance by RAIL of this Agreement properly executed, and the
acceptance by RAIL of the shares of CAPTAIN Common Stock tendered
by Shareholders.
5.5 SHAREHOLDER'S CERTIFICATE. Each signatory Shareholder shall
have delivered to CAPTAIN a certificate, dated the Closing Date
and signed by such Shareholder, in the form set forth as Schedule
8.0 hereto certifying that the conditions specified in Section 5.2
hereof have been fulfilled.
ARTICLE 6
6. CONDITIONS PRECEDENT TO SHAREHOLDERS'PERFORMANCE.
6.1 CONDITIONS. Shareholders' obligations hereunder shall be
subject to the satisfaction, at or before the Closing Date set
forth in this Section 6 of the Agreement. Shareholders may waive
any or all of these conditions in whole or in part without prior
notice, so long as such waiver is in writing; and provided, that
no such waver of a condition shall constitute a waver by any
Shareholder of any or in equity, if RAEL shall be in default of
any of their representations, warranties or covenants under this
Agreement.
6.2 ACCURACY OF REPRESENTATTONS. Except as otherwise permitted
by this Agreement, all representations and warranties by RAIL in
this Agreement or in any written statement that shall be delivered
to Shareholders by RAIL under this Agreement shall be true and
accurate in all material respects and as of the Closing Date as
though made at this time.
6.3 PERFORMANCE. RAIL shall have performed, satisfied and
complied with all covenants, agreements and conditions required by
this Agreement to be performed or complied with by it, on or
before the Closing Date. If RAIL has not performed, Shareholders
may give RAEL written notice prior to closing, including
particulars known to it and the Closing shall be delayed and RAIL
shall have ten (10) days to perform or comply.
6.4 CORPORATE PROCEEDINGS AND STATUTORY REGULATIONS. All
corporate and other necessary proceedings contemplated herein and
all documents necessary thereto shall be reasonably satisfactory
in form and substance to the parties hereto and their counsel. All
statutory requirements for the valid consummation of the
Transaction contemplated by this Agreement shall have been
fulfilled, all authorizations, consents and approvals of all
non-government third parties, and all government authorities,
required to be obtained in order to permit consummation of the
Transactions contemplated by this Agreement, and to permit the
business currently carried on by it to continue unimpaired
immediately following the Closing Date shall have been obtained.
6.5 OFFICERS' CERTIFICATE. RAIL shall have delivered to
Shareholders a certificate, dated the Closing Date, and signed by
an officer RAIL, certifying that the conditions specified in
Sections 6.2 and 6.4 hereof have been fulfilled.
ARTICLE 7
7. CLOSING.
7.1 EFFECTIVE DATE OF AGREENMNT/CLOSING DATE. The
effective date of this Agreement shall be April 10, 2000.
The Closing will occur on or before April , 2000. The date
of the closing is called herein the "Closing Date.".
7.2 ACTIONS PRIOR TO CLOSING. Not later than one (1)
business day in advance of the Closing Date counsel for RAIL
shall review the conditions to consummation of the
transactions contemplated hereby and the manner in which it
is proposed that each such condition shall be filled
(including the form and substance of all opinions,
certificates and other instruments to be receive by the
parties, respectively). If it is determined that all
conditions have been satisfied, then the Closing shall
proceed.
7.3 LOCATION OF CLOSING. The Closing shall be held at the
office of RAIL, Inc. or such other place as shall be
mutually agreeable.
7.4 ACTIONS TO BE TAKEN AT THE CLOSING.
(a) Shareholders shall present, or shall have presented
duly endorsed certificates representing such shares of RAIL
Common Stock are being exchanged for CAPTAIN Shares.
(b) Shareholders shall receive a certificate, or shall
receive written confirmation form CAPTAIN's counsel that
Shareholder shall receive a certificate, representing
CAPTAIN Shares for which the shares of CAPTAIN Common Stock
shall be exchanged.
(c) RAIL shall deliver an Officer's Certificate, as
described in Section 6.4 hereof, dated the Closing Date,
that all representations, warranties, covenants and
conditions set forth in this Agreement on behalf of RAIL are
true and correct as of or have been fully performed and
complied with by RAIL, as of the Closing Date.
(d) Shareholders shall deliver certificates, as
described in Section 5.5 hereof, dated the Closing Date,
that all representations, warranties, covenants and
conditions set forth in this Agreement on behalf of
Shareholders are true and correct, and have been fully
performed and complied with by Shareholders, as of the
Closing Date.
(e) RAIL shall deliver the opinion of its consul dated
the Closing Date, to the effect that:
(1) RAIL is a corporation duly organized, validly
existing and in good standing under the laws of the state of
Nevada,
(2) The authorized capital of RAIL consists of
25,000,000 shares of Common Stock of which no more than
1,000,000 are issued and outstanding
(3) The execution and consummation of this Agreement
has been duly authorized and approved by RAIL's Board of
Directors. To the best of counsel's knowledge and belief
after reasonable inquiry, the making and performance of this
Agreement by RAIL will not violate any provisions of any
laws, rules, regulations, decrees, orders or judgements,
known to such counsel or RAIL's certificate of incorporation
or bylaws and will not result in the breach or violation of,
or constitute a default under any contractual agreement of
RAIL.
(4) The RAIL Shares to be exchanged for the shares of
CAPTAIN Common Stock pursuant to this Agreement will, upon
issuance, be duly and validly authorized and issued, and
will be fully paid and nonassessable.
(5) All approvals, permits, consents, orders and
authorizations have been obtained and necessary documents
have been or will be filed under all applicable laws of the
United States to qualify the issuance, exchange and
distribution of CAPTAIN Shares to be issued to Shareholders
pursuant to this Agreement and except for the filing of
requisite notices and other documentation with any
applicable governmental authority, no approval or consent of
or filing with any governmental authority or stock exchange
in the United States is required in connection with the
issuance of the Common Stock.
ARTICLE 8
8. MISCELLANEOUS.
8.1 CAPTIONS AND HEADINGS. The Article and paragraph
headings through this Agreement are for Convenience and
reference only, and shall in no way be deemed to define,
limit or add to the meaning of any provision of this
Agreement.
8.2 NO ORAL CHANGE. This Agreement and any provision
hereof, may not be waived, changed, modified or discharged
orally, but it can be changed by any agreement in writing
signed by the parties.
8.3 NON-WAIVER. Except as otherwise expressly provided
herein, no waiver of any covenant, condition or provision of
this Agreement shall be deemed to have been made unless
expressed in writing and signed by the party against whom
such waiver is charged; and (i) the failure of any party to
insist in any one or more cases upon the performance of any
of the provisions, covenants or conditions of this Agreement
or to exercise any option herein contained shall not be
construed as a waiver or relinquishment for the future of
any such provisions, covenants or conditions;; (ii) the
acceptance of performance of anything required by this
Agreement to be performed with knowledge of the breach or
failure of a covenant, condition or provisions hereof shall
not be deemed a waiver of such breach of failure; and (iii)
no waiver by any party of one breach by another party be
construed as a waiver with respect to any other or
subsequent breach.
8.4 TME OF ESSENCE. Time is of the essence in this
Agreement and of each and every provision hereof.
85 ENTIRE AGREENIENT. This Agreement contains the entire
Agreement and understanding between the parties hereto and
supersedes all prior agreements and understandings.
8.6 CHOICE OF LAW. This Agreement and its application
shall be governed by the laws of the state of Nevada.
8.7 COUNTERPARTS. This Agreement may be executed
simultaneously in one or more counterparts, each of which
shall be deemed an original, but of which together shall
constitute one and the same instrument.
8.8 NOTICES. All notices, requests, demands and other
communications under this Agreement shall be in writing and
shall be deemed to have been duly given on the date of
service if served personally on the party to whom notice is
to be given, or on the third day after mailing if mailed to
the party to whom notice is to be give, by first class mail,
registered or certified postage prepaid and properly
addressed as follows:
To RAIL: Rail Investments, Inc.
6767 W Tropicana Ave #207
Las Vegas, NV 89103
To CAPTAIN: Captain's Management, Inc.
3360 W Sahara #200
Las Vegas, NV 89102
8.9 BINDING EFFECT. This Agreement shall inure to and be
binding upon their heirs, executors, personal
representatives, successors and assigns of each of the
parties to this Agreement.
8. 10 MUTUAL COOPERATION. The parties shall cooperate with
each other to achieve the purpose of this Agreement and shall
execute such other and further documents and take such other
and further actions as may be reasonable and necessary or convenient to
effect the transaction described herein.
8.11 SEVERABILITY. If a court of competent jurisdiction
determines that any clause or provision of the Agreement is
invalid, illegal or unenforceable, the other clauses and
provisions of the Agreement shall remain in full force and
effect and the clauses and provisions that are determined to
be void, illegal or unenforceable shall be limited so that they
shall remain in effect to the extent permissible by law.
8.12 ASSIGNMENT. No party may sign this Agreement without
the express written consent of the other party; provided
however that any such Assignment shall be binding on and inure
to the benefit of such successor or, in the event of death or
incapacity, on the heirs, executors, administrators and
successors of the assignor.
8.13 ATTORNEYS' FEES. If any legal action or other
proceeding brought for the enforcement of, or to declare any
right or obligation under this Agreement, or as a result of a
breach, default or misrepresentation in connection with any
of the provisions of this Agreement or otherwise because of a
dispute among the parties hereto, the prevailing party will be
entitled to recover actual attorney's fees
(including costs for appeals and collection) and other costs
incurred in such proceeding in addition to any other relief to
which such party may be entitled.
8.14 NO TBIRD PARTY BENEFICIARY. Nothing in this
Agreement, expressed or implied, is intended to confer any
person, other that the parties hereunto, or their
successors, any rights or remedies under or by reason of
this Agreement, unless this Agreement specifically states
such intent.
8.15 EXPENSES. For such representation, if any, obtained by
any party to this Agreement, if any, each party will pay its
own legal, accounting and any other out-of-pocket expenses
reasonably incurred in connection with this Transaction, whether
or not the Transaction contemplated hereby is consummated.
8.16 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The
representations, warranties, covenants and agreements of the
parties set forth in the Agreement or in any instrument,
certificate, opinion, or other writing providing for herein, shall survive
for a period of twenty-four (24) months after Closing
irrespective of any investigation made by or on behalf of any
party.
8.17 FACSIMILE TRANSMISSION. A facsimile, telecopy or other
reproduction of the Agreement may be executed by one or more
parties hereto and such executed copy may be delivered by
facsimile of similar instantaneous electronic transmission
devise pursuant to which the signature of or on behalf of such
party can be seen, and such execution and delivery shall be
considered valid, binding, and effective for all
purposes. At the request of any party hereto, parties agree to
execute an original of this Agreement as well as any
facsimile, telecopy or other reproduction hereof
AGREED TO AND ACCEPTED as of the date first above written.
RAIL, INC.
BY: Jimmy H. Jin
TITLE: President
DATE: 4-10-2000
SHAREHOLDER
BY:
DATE:
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SCHEDULE 1
CAPTAIN'S MANAGEMENT CORP.
("CAPTAIN'S")
3.2 Directors and Officers of CAPTAINS:
Paul Salas President, Treasurer and Director
Edward Figueroa, Jr. Vice President and Director
Natibe Latouf Secretary and Director
3.19 Material Contracts of CAPTAINS
None.
Exhibits:
3.1 Articles of Incorporation, Incorporated
by reference in Company's Form 10SB12/A
filing on 3/24/00
3.2 By Laws, Incorporated by reference in
Company's Form 10SB12G/A filing on
3/24/00.
