UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: June 22, 2000
BROADBAND WIRELESS INTERNATIONAL CORPORATION
--------------------------------------------
(Exact name of registrant as specified in its charter)
Nevada
------
(State or other jurisdiction of incorporation)
0-08507 75-1441442
------- ----------
(Commission File Number) (I.R.S. Employer
Identification No.)
1301 Avenue M, Cisco, Texas 76437
--------------------------- -----
(Address of principal executive offices) (Zip Code)
(254) 442-3968
--------------
(Registrant's telephone number, including area code)
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Item 5. Other Events.
Reference is made to the press release of the Registrant issued on
June 15, 2000 which states that on June 6, 2000, Tommy K. Hill and Sergio Ado
resigned as directors of the Registrant and that Mr. Hill was subsequently
terminated from all offices held by him with the Registrant. The press release
also stated that the Registrant received a memorandum from Mr. Ado, a copy of
which is attached as Exhibit "C" to the petition discussed below (Exhibit 99.3
herein), in which Mr. Ado repudiated the registrant's acquisition of itell, Inc.
A copy of the press release, which is incorporated herein by this reference, is
attached to this Current Report on Form 8-K as Exhibit 99.1.
On June 21, 2000, the Registrant filed a petition, case number
CJ-2000-4553, in the District Court of Oklahoma County State of Oklahoma naming
Tommy K. Hill, Gary Walters and Media Associates as defendants (the
"Defendants"). The Registrant is seeking relief for various representations made
by the Defendants. A copy of the petition, which is incorporated herein by this
reference, is attached to this Current Report on Form 8-K as Exhibit 99.2.
On June 22, 2000, the Registrant filed a petition, case number
CJ-2000- 4602 in the District Court of Oklahoma County State of Oklahoma naming
Sergio Ado and iTell, Inc. as defendants (the "iTell Defendants"). The
Registrant is seeking relief for the iTell Defendants' breach of the Letter
Agreement entered into by the Registrant and iTell, Inc. on March 1, 2000, and
for the breach of fiduciary duties owed to Registrant. A copy of the petition,
which is incorporated herein by this reference, is attached to this Current
Report on Form 8-K as Exhibit 99.3. The Letter Agreement was filed as Exhibit
10(ii) to Form 8-K which was filed on April 6, 2000.
Item 7. Financial Statements and Exhibits.
(c) Exhibits. The following exhibits are filed with this Report:
--------
99.1 Press Release Issued by Registrant on June 15, 2000.
99.2 Petition dated June 21, 2000.
99.3 Petition dated June 22, 2000.
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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.
BROADBAND WIRELESS
INTERNATIONAL CORPORATION
(Registrant)
Date: June 22, 2000 By: /s/ Ivan W. Webb
---------------------------
Ivan W. Webb, President
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INDEX TO EXHIBITS
Exhibit
Number Description
-------------- ------------------------------------------------------
99.1 Press Release Issued by Registrant on June 15, 2000.
99.2 Petition dated June 21, 2000.
99.3 Petition dated June 22, 2000.
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
Contact: Ivan W. Webb
President and Chief Executive Officer
BroadBand Wireless International Corporation
254-442-1603
BROADBAND WIRELESS CONDUCTING INTERNAL INVESTIGATION
Cisco, Texas - (June 15, 2000) - BroadBand Wireless International Corporation
(OTCBB: BBAN) today announced the resignation on June 6, 2000 of Tommy K. Hill
and Sergio Ado as directors of the Company, as well as the subsequent
termination of Mr. Hill from all offices held by him with the Company, including
that of Chief Financial Officer, Chief Operating Officer and
President-International Division. The resignations of Messrs. Ado and Hill as
directors occurred June 6, 2000 at a special meeting of the Board of Directors
of BroadBand, one of the agenda items of which was to discuss the refusal of
Sergio Ado and Itell, Inc. to provide the documentation necessary for BroadBand
to complete its Annual Report on Form 10-K. Stated Mr. Ivan W. Webb, Chairman of
the Board of Directors of the Company, "Subsequent to the June 6 board meeting,
the Company received a memorandum from Sergio Ado in which Mr. Ado repudiated
the Company's acquisition of Itell. The memorandum demanded, as a condition to
"the inclusion of Itell as a wholly owned subsidiary of BBAN," that an
additional 40,000,000 shares of BroadBand stock be issued to Itell and to Global
Access, a company owned by Tommy Hill. The memorandum also demanded $150,000 to
obtain an audit of Itell, in contrast to Mr. Hill's previous representations to
the Company that an audit of Itell was already in progress." "These actions
constitute serious breaches of Messrs. Ado's and Hill's duties as directors of
BroadBand and, in the case of Mr. Hill, his duties as an executive officer of
the Company. The Company intends to pursue legal action for its reliance on the
representations made by these individuals regarding Itell," continued Mr. Webb.
Mr. Webb concluded, "The Company and its shareholders have been seriously
damaged by the actions of these individuals and those of its former president
and board member, Ron Baker, against whom the Company has already filed suit.
While the Company waits for the courts to resolve the legal claims that will be
made, however, the Company intends to continue to search for business alliances
that will allow it to implement its telecommunications mission and create
shareholder value."
This press release contains forward-looking statement as defined in Section 21E
of the Securities Exchange Act of 1934, as amended. These forward-looking
statements involve a number of risks and uncertainties, including the Company's
entering into new markets, the integration of acquisitions and new operations,
substantial capital requirements, general economic factors, the impact of rapid
industry changes, increased competition, pricing pressures, government
regulation, the availability of transmission facilities, reliance on
sophisticated information systems, devaluation and currency risks, as well as
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other risks referenced from time to time in the Company's filings with the
Securities and Exchange Commission. The actual results that the Company achieves
may differ materially from any forward-looking statements due to such risks and
uncertainties. The Company undertakes no obligation to revise any
forward-looking statements in order to reflect events or circumstances that may
arise after the date of this press release. Readers are urged to carefully
review and consider the various disclosures made by the Company in this release
and in the Company's past and future reports filed with the Securities and
Exchange Commission.
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EXHIBIT 99.2
IN THE DISTRICT COURT OF OKLAHOMA COUNTY
STATE OF OKLAHOMA
BROADBAND WIRELESS INTERNATIONAL )
CORPORATION, f/k/a BLACK GIANT OIL )
COMPANY, a Nevada corporation, )
)
Plaintiff, )
)
v. ) Case No. CJ-2000-4553
)
TOMMY K. HILL, )
GARY W. WALTERS, AND )
MEDIA ASSOCIATES, )
)
Defendants. )
Petition
--------
COMES NOW Plaintiff, BroadBand Wireless International Corporation,
formerly known as Black Giant Oil Company, a Nevada corporation ("BBAN") with
its principal place of business in Cisco, Texas, for its cause of action against
Tommy K. Hill ("Hill"), Gary W. Walters, and Media Associates ("Walters"), and
alleges and states as follows:
1. BBAN is a public company that had offices in Oklahoma City.
2. Hill was Chief Financial Officer and head of the "International
Division" of BBAN during the first and part of the second quarter of 2000. On
May 10, 2000, he became Chief Operating Officer and a Director of BBAN. He has
since been removed from these positions. Hill fulfilled his functions from his
office in Virginia as well as at the Oklahoma City offices of BBAN.
3. Hill obtained his position with BBAN based on his representations
that he was an experienced manager with expertise peculiar to international
transactions, raising investment funds for public company ventures, and
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telecommunications. Hill also alleged he would bring to the job his contacts and
the ability to construct an "international division" which would focus on
international sales of "telephone company in a box" telecommunications products.
These representations were untrue.
4. In fact, Hill was a promoter of spurious business ventures of
various types and, on information and belief, had never successfully funded a
similar project, much less one under taken by a public company.
5. Unfortunately, Hill was not satisfied to limit publication of his
representations to BBAN but went public. On January 12, 2000, Hill was
responsible for a press release on behalf of BBAN in which Hill had BBAN
announce to the investing public that BBAN had acquired a one-third interest in
Hill's company, Global Access (BWI), Ltd. ("Global Access"). Hill touted his
entity, Global Access, as being "domiciled in Washington, D.C." and claimed his
entity was "engaged in providing international long distance services through a
Virtual Private Network for customers in the United States, Mexico and beyond
(Emphasis added)." Hill claimed that "BBAN continues to negotiate additional
international telecom contracts for the benefit of BGOC with Global Access and
other non-related and non-affiliated parties." Truthfully, Hill and Global
Access wanted to do these things and be a "player," but insofar as BBAN has been
able to discover, never actually did.
6. On January 21, 2000, Hill was responsible for a press release on
behalf of BBAN in which Hill claimed BBAN had entered into an agreement with
Global Access New Millennium, Inc. in which BBAN was to acquire a one-third
interest in "a U.S. based, International Telecommunications Company, currently
building and managing Earth Stations for Foreign Governments and Oil Cartels."
Indeed, the agreement was never "entered into" and the whole proposition was
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illusory. Even if there was a shred of truth to any of it, BBAN has yet to be
provided any confirmation. In any case the representation was so overstated as
to be illusory and misleading. The one-third interest was to be purchased in a
company called Tryco, Inc. which, according to Hill, had contracted to construct
and operate more than "200 Earth Stations in the country of Afghanistan."
According to Hill, Tryco "has obtained the rights to install and operate
wireless phone and Internet antennas, transmitters, servers and
telecommunication systems in more than 2,800 church steeples throughout cities
in Europe." Certainly, Hill was imaginative, but the value he was promising
public investors was just that, only imagined.
7. On February 10, 2000, Hill issued a press release in which he
claimed on behalf of BBAN that a private placement was in progress in which $25
million would be raised to fund the acquisition of Tryco by Global Access, and
that a third of the interest in Tryco would be conveyed to BBAN. Hill claimed
the private placement was being arranged by an unnamed "Investment Banking Firm
in Houston, Texas which successfully completed in excess of Three Hundred
Million Dollars in private placement funds during 1999 [sic]." The private
placement was never funded and never would be by a rational investor.
8. On February 24, 2000, Hill was responsible for a press release on
behalf of BBAN in which Hill claimed that Hill "brings over 25 years of
experience in international business ventures with like experiences in the
communications industry..." Hill claimed he had negotiated an "agreement in
principal" between iTell, Inc. and BBAN for the "establishment of a Joint
Venture to provide international telecommunications traffic (voice, data, video
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and Internet) between the United States and one or more [unnamed] South American
countries." The "agreement in principal" was never reduced to meaningful terms
until May, 2000 and then it became apparent there had never been a prior
agreement.
9. On March 7, 2000, Hill was responsible for a press release on behalf
of BBAN in which Hill claimed BBAN's "International Division," which still
existed in the ether but had not materialized as a corporeal reality, "confirmed
the 100% acquisition of iTell, Inc. in consideration of cash and stock...." Hill
told the public that iTell, Inc. "is a Maryland - based 214 Carrier specializing
in international long-distance and prepaid debit cards. iTell has current assets
in excess of $5,000,000.00 (USD), with revenues in excess of $2,500,000.00 per
month." Hill also claimed iTell, Inc. employed 25 "highly skilled technicians
and specialists," and was a "provider of high - speed land and wireless
broadband networks." Hill claimed BBAN's International Division "is expanding
its network to take advantage of today's vast requirements for international
traffic..." Hill explained that BBAN utilized "a unique operational
configuration of satellite tele-ports / transponders, gateway switching centers,
and wireless broadband terrestrial transmission systems, thus enhancing..." the
imaginary network. The "unique operational configuration" was genuinely unique
because it has yet to be demonstrated to actually exist.
10. Not satisfied with the job Hill himself was doing to mislead public
investors through press releases issued in the name of BBAN, Hill contracted
with Gary W. Walter, Media Associates ("Walters"), of Indianapolis, Indiana on
March 11, 2000. Hill agreed on behalf of BBAN to pay Walters $12,000 and to
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provide 20,000 shares of free trading BBAN stock as "full payment." However, not
satisfied with that role, Walters eventually was engaged in a hostile take-over
attempt. Further, on May 10, 2000, Walters advised BroadBand he was:
"very responsible for a lot of the retail in this particular
company;"
"we've rolled this company's float over three times in a
month;"
"the stock we've been maintaining it, we've been taking a
terrible beating;"
"We've got about $25 million dollars of cash money that we're
responsible for in this thing and we don't want to lose a
penny;"
"All my institutional people...many firms that will stand with
us that have many, many clients."
Walters went far beyond his agreement with BroadBand. Walters apparently acted
as an unregistered market maker or broker dealer and was involved in stock
manipulation and other illegal activity.
11. Hill continued on his own, however, to report to the public that
iTell, Inc., "BBAN's newest acquisition" was accruing commercially valuable
contracts and opportunities, when, in fact, there had been no "acquisition" and
iTell, Inc.'s performance was unverifiable or non-existent. Hill claimed "this
highly important development will provide strategic support for our `Global
Private Virtual Network.'" Again, Hill referenced a non-existent network.
12. On March 17, 2000, Hill appeared on Emerging Company Report, per
the work of Walters, and described BBAN's "telephone company in a box business
model." Hill claimed BBAN was "currently working in South America and Africa."
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This was untrue. Nevertheless, Hill was responsible for a simultaneous press
release on behalf of BBAN quoting himself.
13. The BBAN press releases that Hill was responsible for were
consistent in their over statement and falsehoods. On March 31, 2000, Hill on
behalf of BBAN issued a press release that BBAN had executed an agreement to
acquire 100% of Tryco International, Inc. Hill also described design efforts as
moving into "final stages" to deliver BBAN's "Phone Company in a Box to
Afghanistan." Hill repeated many of the prior representations about Tryco's
global operations, none of which have been verified or verifiable.
14. On April 6, 2000, Hill was responsible for a false 8-K filing with
the United States Securities and Exchange Commission and issued a press release
claiming falsely that iTell, Inc. was a wholly owned subsidiary of BBAN. This
was untrue. Hill touted iTell, Inc. as a wholly owned subsidiary of BBAN, with
assets of an "estimated fair market value of $12,654,016 with total liabilities
of $2,999,254." Hill claimed iTell, Inc. "continues to play a major role in the
development of BBAN's Global Virtual Private Network..." The "major role" was as
much an illusion as the network.
15. On April 26, 2000, Hill was responsible for a press release on
behalf of BBAN in which he reiterated that iTell, Inc. was a wholly owned
subsidiary of BBAN, and that iTell, Inc. had acquired 65% of a privately owned
Venezuelan company which operated a "SmartCard" manufacturing facility. Hill
claimed, "BBAN believes that this manufacturing facility, which produces
multiple products which are utilized directly in iTell's international debit
card business as well, will become an integral part of the companies' plan to
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implement and provide ongoing support to the previously announced Global Virtual
Private Network." This was wholly untrue.
16. When the "domestic side" of BBAN vanished, Hill issued a press
release on May 3, 2000 to reassure public investors that "BBAN has called in its
engineers from the International Division." Hill again claimed iTell, Inc. was a
wholly owned subsidiary of BBAN, and that iTell, Inc. was "dedicating staff to
the domestic division in order to immediately implement the build-out of our
domestic network." In fact, the only "staff" he was dedicating to such effort
was himself. Hill continued to overstate the work of the International Division
of BBAN: Hill also directed the announcement that "the company's Auditors are
currently preparing the year end financial statements for the fiscal year which
ended March 31, 2000, including audits for BBAN's wholly owned subsidiaries,
iTell, Inc. and GKD, Inc. Hill knew his "international division" was only an
idea that had no substance. Hill knew or should have known iTell, Inc. had no
verifiable financial wherewithal. Nevertheless, Hill continued, in concert with
Walters and on his own, to mislead the investing public and the senior
management of BBAN.
Prayer for Relief
BBAN prays for judgment against Hill and Walters in an amount exceeding
the minimum jurisdictional limit of the court and including:
-preliminary and permanent injunction against Hill and Walters (a)
prohibiting further conduct, statements or actions in anyway made to
appear as acts of BBAN, (b) prohibiting the continued use by of BBAN's
name, accounts, property or opportunities, and (c) ordering return of
BBAN's property;
-money damages for fraud and negligent misrepresentation;
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-contribution and indemnification for claims against BBAN based on the
false statements of Hill and Walters.
Respectfully Submitted,
/s/ Rodney J. Heggy
-------------------------
Rodney J. Heggy (#4049)
Robert S. Baker (#457)
Day, Edwards, Propester &
Christensen, P.C.
2900 Oklahoma Tower
210 West Park Avenue
Oklahoma City, Oklahoma 73102-5605
405-239-2121
405-236-1012 (Telecopier)
Electronic Mail: [email protected]
<PAGE>
EXHIBIT 99.3
IN THE DISTRICT COURT OF OKLAHOMA COUNTY
STATE OF OKLAHOMA
BROADBAND WIRELESS INTERNATIONAL )
CORPORATION, f/k/a BLACK GIANT OIL )
COMPANY, a Nevada corporation, )
)
Plaintiff, )
)
v. ) Case No. CJ-2000-4604
)
SERGIO ADO, an individual, and ITELL, )
INC., a Delaware corporation )
)
Defendant. )
PETITION
COMES NOW Plaintiff, BroadBand Wireless International Corporation,
formerly known as Black Giant Oil Company, a Nevada corporation ("BBAN") with
its principal place of business in Cisco, Texas, for its cause of action against
Sergio Ado ("Ado"), and iTell, Inc. ("iTell") alleges and states as follows:
1. BBAN is a public company that had offices in Oklahoma City.
2. iTell is a Delaware corporation wholly owned by Ado.
3. Ado is an individual who, upon information and belief, resides in
Maryland.
4. On March 1, 2000, BBAN entered into a Letter Agreement with iTell
whereby BBAN purchased 100% of the issued and outstanding stock of iTell from
Ado, President of iTell. A true and correct copy of the Letter Agreement is
attached as Exhibit "A."
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5. On March 7, 2000 BBAN, relying on its agreement with Ado, publicly
announced the acquisition of iTell. A true and correct copy of the Press Release
is attached as Exhibit "B."
6. On or about March 27, 2000, BBAN delivered 2,000,000 shares of BBAN
stock, with a public market value in excess of $5.00 per share, and $250,000 in
cash for an aggregate consideration of approximately $10,250,000 for the
acquisition of iTell.
7. On May 10, 2000, Ado, President of BBAN's wholly owned iTell
subsidiary, was appointed as a Director of BBAN. The appointment was announced
in a May 15, 2000 press release.
8. On May 31, 2000, counsel for BBAN went to iTell's corporate office
in Maryland to gather information necessary for BBAN to timely file with the
Securities and Exchange Commission its Annual Report on Form 10-KSB.
9. iTell, a wholly owned subsidiary of BBAN, and Ado, a Director of
BBAN, refused to provide any of the information necessary for BBAN to complete
its Annual Report on Form 10-KSB.
10. On June 6, 2000, Ado resigned as a Director of BBAN.
11. On June 8, 2000, BBAN received a "Memorandum For Record" from Ado
in which he made representations that were inconsistent with the previously
publicly announced statements that iTell was a wholly owned subsidiary of BBAN.
The Memorandum set forth a laundry list of demands for "the inclusion of iTell
as a wholly owned subsidiary of BBAN" and established a June 9, 2000 deadline to
acquiesce, threatening that there would be "no further negotiations." A true and
complete copy of the Memorandum is attached as Exhibit "C."
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12. Ado and iTell's actions constitute a breach of the contract formed
on March 1, 2000.
13. BBAN has been damaged in an amount in excess of $10,000.00 as the
result of Ado and iTell's breach of contract.
14. BBAN has been required to retain attorneys and incur additional
expenses as the result of Ado and iTell's breach of contract and is entitled to
recover such costs.
15. Ado and iTell's actions, including their refusal to provide
information necessary for BBAN to complete an Annual Report on Form 10-KSB,
constitute a breach of fiduciary duties owed BBAN by Ado and iTell.
16. BBAN has been damaged in an amount in excess of $10,000.00 as the
result of Ado and iTell's breach of fiduciary duties.
17. BBAN has been required to retain attorneys and incur additional
expenses as the result of Ado and iTell's breach of fiduciary duties and is
entitled to recover such costs.
Prayer for Relief
WHEREFORE, BBAN prays for money damages against Ado and iTell in an
amount exceeding the minimum jurisdictional limit of the court, for BBAN's costs
and attorneys' fees, and for all other relief the Court finds just and
equitable.
Respectfully Submitted,
/s/Rodney J. Heggy
-----------------------------------
Rodney J. Heggy (#4049)
Robert S. Baker (#457)
Day, Edwards, Propester &
Christensen, P.C.
2900 Oklahoma Tower
210 West Park Avenue
Oklahoma City, Oklahoma 73102-5605
405-239-2121
405-236-1012 (Telecopier)
Electronic Mail: [email protected]
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EXHIBIT "A"
LETTER OF AGREEMENT
This Letter of Agreement, hereinafter referred to as "Agreement" is made and
entered into effective this 1st day of March, 2000 by and between and signatory
parties of this Agreement, "BroadBAND Wireless International Corporation,
International Division" hereinafter referred to as (BBAN), a Corporation
organized under the laws of the State of Texas with offices in Oklahoma City,
Oklahoma; and iTELL, Inc. hereinafter referred to as "iTELL", a Corporation
organized under the laws of Maryland with offices in Gaithersburg, Maryland.
For and in consideration of the mutual covenants herein contained, the
Participants (hereinafter defined) agree as follows:
WHEREAS: It is the purpose of this Agreement, to clearly outline the intent of
iTELL to become a Wholly Owned Subsidiary of the International Division of BBAN,
for specific purpose of building a Global Virtual Private Network. Additionally,
it is the purpose of this Agreement to clearly outline the intent of the
International Division of BBAN to provide iTELL all the latitude and support
necessary to develop and operate this Global Virtual Private Network.
WHEREAS: It is the intent of iTELL, to roll into BBAN as a wholly owned
subsidiary, roll up to $500,000,000 in Book Value, and then decide if it is
advantageous to roll out of the International Division of BBAN into its own
public Vehicle. This option is made available to iTELL only when iTELL reaches
the Book Value of Five Hundred Million Dollars ($500,000,000 USD). It is the
intent of the International Division of BBAN to do all that is necessary to help
iTELL reach this Book Value of $500,000,000 as soon as possible;
WHEREAS: It is the objective of the International Division of BBAN to acquire
operational entities necessary to build the infrastructure of the Global Virtual
Private Network;
WHEREAS: iTELL has the ability to negotiate and obtain varied and fully
operational entities as is necessary to build and manage the Global Virtual
Private Network;
NOW THEREFORE: It is the responsibility of each Participant and/or their assigns
to maintain an active role on the Board of Directors of the "International
Division of BBAN". Each Participant will be required to attend quarterly
corporate meetings and an annual stockholders meeting as well as any and all
other meetings as required in the normal course of business.
NOW THEREFORE: It is the primary responsibility of "BBAN", to acquire and
provide all project funding, financing and refinancing through standard
financial transactions within banks, financial institutions, foundations and
grants, contracted research and development pool et al, as well provide all
qualified funding for additional acquisitions and/or option to purchase as well
as to do whatever is necessary to take this iTELL to the public market
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immediately as may be agreed and approved by the Board of Directors.
NOW THEREFORE: It is the primary responsibility of "iTELL", to establish and
develop all necessary relationships, contracts, network strategies of all
aspects of the telecommunications industry as is necessary to develop, implement
and manage the ongoing operation of an "Global Virtual Private Network" as
agreed by the Board of Directors of this BBAN.
IN CONSIDERATION: iTELL will receive a total of $200,000 cash and One Million
Shares of 144 Restricted Stock of BBAN. To date $87,500 has been received by
iTELL;
IN CONSIDERATION: The International Division of BBAN does have a Wholly Owned
Subsidiary known as iTELL, in addition to the acquisition of iTELL including
but not limited to LCN of Sterling Virginia, and Panamtel of Caracas, Venezuela,
Ladimex, Mexico and others.
AS AGREED: iTELL will build to a Book Value of $500,000,000 and then at the
option of iTELL, have the right to have BBAN spin off iTELL into its own
Public Vehicle with BBAN retaining 25% of the Public Stock of iTELL at the time
of its IPO.
AS AGREED: BBAN will provide iTELL the mechanisms necessary to become their own
Public Vehicle, with BBAN retaining 25% of all shares of iTELL the Public
Corporation.
This Agreement anticipates formalized contracts to be executed with same
likeness and intent at a later date.
ACCEPTED AND AGREED THIS 1ST DAY OF MARCH 2000
/s/ Sergio Ado
----------------------------
Mr. Sergio Ado, President
iTELL, Inc.
/s/ Tommy K. Hill
----------------------------
Mr. Tommy K. Hill, President
International Division, BBAN
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EXHIBIT "B"
FOR IMMEDIATE RELEASE
---------------------
BBAN'S INTERNATIONAL DIVISION PURCHASES 100% OF ITELL, INC.
CISCO, Texas and OKLAHOMA CITY - (BUSINESS WIRE) - March 7, 2000 - BroadBand
Wireless International Corporation's (OTC BB:BBAN - news) International Division
has confirmed the 100% acquisition of iTELL, Inc. in consideration of cash and
stock, according to Tommy K. Hill, BBAN International Division President.
iTELL is a Maryland-based 214 Carrier specializing in international
long-distance and prepaid debit cards. iTELL has current assets in excess of
$5,000,000.00 (USD), with revenues in excess of $2,5000,000.00 per month. iTELL,
Inc. and its carrier partners are licensed by the Federal Communications
Commission (FCC) as a domestic and international satellite service provider
(carrier), a reseller of international telecommunications (voice, data, video,
Voice-Over-IP, and Internet), and a provider of high-speed land and wireless
broadband networks, including connectivity for end users and US long-distance
carriers. iTELL currently employs at least 25 highly skilled technicians and
specialists, domestically and internationally.
"The Company designs, configures, installs, and operates satellite earth
stations (teleports), high-speed wireless broadband networks, and switching
facilities that incorporate billing and operations centers. iTELL, Inc. is
involved with the Internet as a service provider (ISP) and an interconnect
access provider," explained Mr. Hill.
iTELL's Central and South American Satellite Network incorporates all of the
facilities, systems, equipment, operators, and service required of a world class
commercial network. iTELL and its partners installed and now operate a large
wireless high speed broadband domestic network in support of a major US
long-distance carrier network providing expanded network connectivity and
capacity to meet the needs of existing and future customers.
iTELL provides connectivity to many domestic and international carriers in
support of its customers. "BBAN's International Division is expanding its
network to take advantage of today's vast requirements for international
traffic, high volume, high-speed data transmission, and telecommunications
interconnectivity for a wide rage of customers and especially within the
developing countries. We utilize a unique operational configuration of satellite
tele-ports / transponders, gateway switching centers, and wireless broadband
terrestrial transmission systems, thus enhancing the network's operational
capability to handle traffic and circuit capacity. As part of the International
Network, iTELL enhances BBAN International Division's network operation by
bringing contracts with earth stations now operating in the East Coast of
Africa, Argentina, Uruguay, Brazil, Panama, Venezuela," states Tommy Hill.
iTELL is intimately involved with the Internet, both as a service provider and
interconnect access provider. "It is our role as a service provider and access
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interconnect carrier, to develop network access configuration approaches that
increase access capacity and speed of operation. iTELL has the opportunity to
expand its Internet operations throughout Mexico," says Mr. Hill.
Benchmark Agreements and Operations of iTELL include:
- iTELL is presently establishing and/or negotiating the establishment of
earth stations, including termination agreements in Cameroon, the Congo,
Cuba, Mali, Mexico, Niger, the Ivory Coast, Benin, Burkina Fasco, and
Ghana.
- iTELL has targeted Africa, Ireland, Denmark, Spain, and Italy as
lucrative markets for its Debit PhoneCard products, and marketing efforts
for usage contracts are under way;
- The company has recently finalized agreements with Mexico for a full
license for telecommunications; and, now owns and operates, telephone,
facsimile, data, VOIP, ATM Frame Relay, TV and ISPN rights in Mexico.
- iTELL provides BBAN immediate connectivity through existing fiber optic
rings (network), domestically, as a backbone to provide a wireless
solution to the "last mile" provided by BBAN's Domestic Division.
This document includes forward-looking statements, made under the Safe Harbors
Provision of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements are generally identifiable by the use of words such
as "believe," "expect," "intend," and other words of similar nature. These
statements are based on management's current expectations, estimates and
projections that are subject to risk and uncertainties, including, but not
limited to success of negotiations, availability of financing, political
currency, regulatory, competitive and technological developments. Consequently,
actual results could differ materially from those forward-looking statements.
BroadBAND Wireless International Corporation does not undertake, and
specifically disclaims any obligations to update forward-looking statements
which speak only as of the date made.
Quote for referenced ticker symbols: BBAN
---------------
Contact:
BroadBand Wireless International Corporation
Justin Ellis, 405/917-9565
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EXHIBIT "C"
MEMORANDUM FOR RECORD
DATE: 8 JUNE 2000
TO: BBAN, JEANETTE TIMMONS, DAY LAW FIRM
FROM: SERGIO ADO
RE: iTELL
THE FOLLOWING IS THE RECOMMENDED STRUCTURE FOR THE INCLUSION OF iTELL AS A
WHOLLY OWNED SUBSIDIARY OF BBAN.
ORGANIZATION - TOTAL REORGANIZATION OF BOARD
1. IMMEDIATE RESIGNATION OF IVAN WEBB, ISSUANCE OF STOCK TO STOCKHOLDERS,
CANCELLATION OF STOCK NOT EARNED, CONTINUED HELP WITH COMPLIANCE AND
LITIGATION
2. BOARD ACTION TO APPOINT SERGIO ADO AS CEO, REMAINS ON BOARD
3. BOARD ACTION TO RE-AFFIRM TOMMY HILL AS COO, PRESIDENT OF INTERNATIONAL,
REMAINS ON BOARD
4. BOARD ACTION TO APPOINT IRVING OCHOA AS CFO AND BOARD MEMBER AS HEAD OF
AUDIT COMMITTEE.
5. GENERAL MANUAL DELGADO APPOINTED TO THE BOARD OF DIRECTORS AND ISSUED
1,000,000 SHARES OF STOCK.
6. JOINT VENTURE AGREEMENT WITH JARVIS. JARVIS APPOINTED EXECUTIVE VICE
PRESIDENT DOMESTIC AND PLACED ON BOARD OF DIRECTORS
7. JOINT VENTURE WITH CALL CENTERS TECHNOLOGIES. DEAN VLAHOS ASKED TO SIT ON
BOARD OF DIRECTORS AND BE PRESIDENT OF DOMESTIC. ISSUE TWO MILLION SHARES
OF STOCK TO CALL CENTERS
8. JOINT VENTURE WITH LANDRY, ISSUE TWO MILLION SHARES OF STOCK, ASK HIM TO
SIT ON BOARD.
9. CONSIDERATION OF LLOYD CLACOMB (INVESTOR) AS POSSIBLE PRESIDENT OF BBAN AND
BOARD MEMBER
10. RE-ESTABLISH RETAIL STORES
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11. CORPORATE HEADQUARTERS OF BBAN - GAITHERSBURG, MD. ALL STAFF REQUIREMENTS
IN GAITHERSBURG TO BE PAID BY BBAN
12. HOLD HARMLESS FOR ALL OFFICERS AND DIRECTORS FROM PREVIOUS ADMINISTRATION,
PROVIDE LEGAL ASSISTANCE BY DAY LAW FIRM.
13. NO FURTHER INVOLVEMENT IN DIRECT ACTIVITIES OF COMPANY BY DON / DON.
FINANCIAL REQUIRMENTS
1. iTELL TO RECEIVE 20,000,000 SHARES
2. SERGIO ADO TO RECEIVE $250,000 ANNUAL SALARY, STOCK OPTIONS AND FULL
BENEFITS IN EMPLOYMENT CONTRACT RETROACTIVE TO DAY OF INCEPTION
3. GLOBAL ACCESS TO RECEIVE 20,000,000 SHARES
4. TOMMY HILL TO RECEIVE $250,000 ANNUAL SALARY, STOCK OPTIONS AND FULL
BENEFITS IN EMPLOYMENT CONTRACTS RETROACTIVE TO DAY OF INCEPTION.
5. SALARIED POSITIONS TO BE NEGOTIATED WITH JARVIS, VLAHOS, OCHOA, AND ALL
BOARD MEMBERS
6. PROJECT FUNDING TO MEET IMMEDIATE NEEDS - GUARANTEED FOR IMMEDIATE FUNDING
BY BBAN. MUST BE GUARANTEED IN WRITING WITH SUSPENSE DATES.
A. iTELL - $2,500,000 - $775,000 DUE WITHIN 24 HOURS OF THIS DATE.
B. LADIMEX - $3,500,000 - NO LATER THAN 28 JUNE, 2000
C. PANAMTEL - $1,500,000 - IMMEDIATELY
D. MTI - $2,500,000 - IMMEDIATELY
E. CALL CENTERS TECHNOLOGY - $2,500,000 - BUYS EQUIPMENT NO LATER THAN 15
JUNE
F. TOM LAUNDRY - $1,000,000
G. GOMEZ - $3,000,000 - PLUS STOCK - CALL CENTERS - NO LATER THAN 28
JUNE, 2000
7. AUDIT BOOKS AS REQUIRED - COSTS OF - $150,000 IMMEDIATELY PAYABLE.
8. THE AVOBE POINTS MUST BE COMMITED BY CLOSING BUSINESS DAY EST FRIDAY JUNE
9, 2000, OR WILL BE NO FURTHER NEGOTIATIONS.
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