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 earliest event reported: January 8, 1999
LEESBURG LAND AND MINING, INC.
(Exact name of registrant as specified in charter)
NEVADA 0-12139 82-0379959
(State or other jurisdiction (Commission (IRS employer
of incorporation) file number) identification no.)
12732 South 125 East
Draper, Utah 84020
(Address of Principal Executive Offices)
Registrant's telephone number, including area code (801) 553-1127
ITEM 1. CHANGE IN CONTROL OF REGISTRANT
Effective January 8, 1998, pursuant to the terms of an Agreement and
Plan of Reorganization (the "Plan"), Intelliquis LLC ("Intelliquis") equity
owners ("Shareholders") acquired 9,000,000 shares (the "Shares") of common
stock, par value $0.001 per share (the "Common Stock") of Leesburg Land and
Mining, Inc., now named Intelliquis International, Inc. ("the Company").
The Shares constitute approximately 84% of the issued and outstanding shares of
Common Stock after the acquisition. The Shares constitute an original
issuance of shares by the Company to Intelliquis Shareholders. The
consideration for the Shares consisted of all of the equity ownership of
Intelliquis. Consequently, Intelliquis LLC has become a wholly-owned
subsidiary of the Company.
Intelliquis is a company engaged in the business of republishing,
marketing and supporting Year 2000 utility, productivity and communication
software products for the computer software retail, international and the OEM
(Original Manufacturer) market. The Company seeks to build a leadership
position in this market by licensing fully tested software applications and
acquiring and distributing a family of Internet software applications. The
Company's main emphasis lies in PC utilities titles, but will offer a
selection of reference, productivity and communication titles both in the
North America and international market. The software products are being
marketed through traditional and international software distribution channels,
private labeling companies and the Internet's World Wide Web.
Shareholders who will receive shares in excess of 5% of the total shares
outstanding include the following:
Say Lim 3,477,936
Bernard Yaw 1,733,952
Mark Tippetts 1,778,832
Blair Barret 1,778,832
By virtue of their ownership of shares of Intelliquis, the Shareholders of
Intelliquis persons may be considered "control persons" or members of a
"control group" of the Company.
As part of the reorganization, Robert Beaton has resigned as an officer
and director and Bernard Yaw became an President and director of the Company.
Additionally, effective January 18, 1999, James Poulos resigned as an officer
and director. It is intended that there will be one additional resignation
by Michael Schranz as an officer and director. The Company is currently
preparing the documents necessary for such management changes pursuant to Rule
14f-1 to be disseminated to the Company's shareholders.
ITEM 5. OTHER EVENTS
Effective December 23, 1998 , the Company changed domicile from
Colorado to Nevada. Effective January 21, 1999, the Company changed its name
from Leesburg Land and Mining, Inc. to Intelliquis International, Inc.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
The required financial statements will be filed by amendment not
later than 60 days after the date that this report must be filed.
The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
INTELLIQUIS INTERNATIONAL, INC.
Date: January 22, 1999 By/s/ Robert Beaton
Robert Beaton
President
INDEX TO EXHIBITS
Exhibit
No. Exhibit
2 Acquisition Agreement dated January 6, 1999 between Intelliquis
International, Inc. and Intelliquis LLC.
ACQUISITION AGREEMENT
This Agreement is entered into by, between and among Leesburg Land
& Mining, Inc., a corporation organized under the laws of the State of Nevada
(hereinafter the "Purchaser"), and the equity owners ("the Shareholders") of
Intelliquis LLC, a Utah limited liability company (hereinafter "the Company").
Witnesseth:
WHEREAS, Purchaser wishes to acquire, and Shareholders are willing to
sell, all of the outstanding equity ownership of the Company in exchange for
common stock of the Purchaser;
NOW, THEREFORE, in consideration of the mutual terms and covenants set
forth herein, Purchaser and Shareholders approve and adopt this Acquisition
Agreement and mutually covenant and agree with each other as follows:
ARTICLE I
SHARES TO BE TRANSFERRED AND SHARES TO BE ISSUED
1. a. On the closing date the Shareholders shall transfer to Purchaser
certificates representing the equity of the Company described in Schedule "A" ,
attached hereto and incorporated herein, which in the aggregate shall
represent all of the issued and outstanding shares of equity of the Company.
Such certificates shall be duly endorsed in blank by Shareholders or
accompanied by duly executed certificate powers in blank with signatures
guaranteed. Alternatively, the shareholders may assign their rights to the
shares if the shares have not been physically issued in the form of
certificates.
b. In exchange for the transfer of the equity of the Company pursuant to
sub-section
1.a. hereof, Purchaser shall on the closing date and contemporaneously with
such transfer of the equity of the Company to it by the Shareholders, or rights
thereto, issue and deliver to the Shareholders the number of shares of common
stock of the Purchaser specified on Schedule "B" hereof, which shares shall
total 9,000,000 shares of the Purchaser.
2. The parties intend that this acquisition and exchange of equity is to be
an exchange/transaction pursuant to Section 368(a)(1)(c) of the Internal
Revenue Code of the United States.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS
2.01 Ownership of Equity.
Shareholders are the record owners and holders of the number of
fully paid and non-assessable shares of the Company listed in Schedule "A"
hereto as of the date hereof and will continue to own such shares of the
Company until the delivery thereof to the Purchaser on the closing date and all
such shares are or will be on the closing date owned free and clear of all
liens, encumbrances, charges and assessments of every nature and subject to no
restrictions with respect to transferability. The Shareholders will have full
power and authority to assign and transfer their shares of the Company in
accordance with the terms hereof.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND ITS MEMBERS
3.01 Capitalization
Except for this Agreement, there are no outstanding options, contracts,
calls, commitments, agreements or demands of any character relating to the
shares of the Company owned by its Shareholders.
3.02 Organization and Authority.
(a) The Company is a limited liability company duly organized,
validly existing and in good standing under the laws of the State of Utah, with
all requisite corporate power and authority to own, operate and lease its
properties and to carry on its business as now being conducted, is duly
qualified and in good standing in every jurisdiction in which the property
owned, leased or operated by it, or the nature of the business conducted by it,
makes such qualification necessary to avoid material liability or material
interference in its business operations, and is not subject to any agreement,
commitment or understanding which restricts or may restrict the conduct of its
business in any jurisdiction or location.
(b) The outstanding shares of the Company are legally and validly
issued, fully paid and non-assessable.
(c) The Company does not own five percent (5%) or more of the
outstanding stock of any corporation except as may be disclosed to the
Purchaser in a Disclosure Statement.
(d) The minute book of the Company made available to Purchaser
contains complete and accurate records of all meetings and other corporate
actions of the share-holders and the Managers (and any committee thereof) of
the Company.
(e) The Disclosure Statement contains a list of the managers,
officers, and shareholders of Company and copies of the Articles of
Organization and Operating Agreement currently in effect of the Company.
(f) The execution and delivery of this Agreement does not, and the
consummation of the transaction contemplated hereby will not, subject to the
approval and adoption by the Shareholders of the Company, violate any provision
of the certificate/articles of incorporation or bylaws of the Company, or any
provisions thereof, or result in the acceleration of any obligation under, any
mortgage, lien, lease, agreement, instrument, court order, arbitration award,
judgment or decree to which the Company is a party, or by which it is bound,
and will not violate any other restriction of any kind or character to which
it is subject.
(g) The total outstanding ownership of the Company at thge time of
Closing will be 1,940,000 as outlined in Schedule D.
3.03 Financials.
(a) A balance sheet, list of assets, and list of payables and
receivables (hereafter "financial statements") of the Company have been
delivered by Company to the Purchaser. Said financial statements are true and
correct in all material respects and present an accurate and complete
disclosure of the financial condition of the Company as of its date and for
the periods covered.
(b) All accounts receivable, if any, (net of reserves for doubtful
accounts) of the Company shown on the books of account on the statement date
and as incurred in the normal course of business since that date, are
collectible in the normal course of business.
(c) The Company has good and marketable title to all of its assets,
business and properties including, without limitation, all such properties
reflected in the balance sheet as of the statement date except as disposed of
in the normal course of business, free and clear of any mortgage, lien, pledge,
charge, claim or encumbrance, except as shown on said balance sheet as of the
statement date and, in the case of real properties except for rights-of-way
and easements which do not adversely affect the use of such property.
(d) All currently used property and assets of the Company, or in
which it has an interest, or which it has in possession, are in good operating
condition and repair subject only to ordinary wear and tear.
3.04 Changes Since the Statement Date. Since the financial statement
date, except as disclosed in the Disclosure Statement, there will not have
been any material negative change in the financial position or assets of the
Company.
3.05 Liabilities. There are no material liabilities of the Company,
whether accrued, absolute, contingent or otherwise, which arose or relate to
any transaction of the Company, its agents or servants occurring prior to the
statement date, which are not disclosed by or reflected in said financial
statements, except as disclosed in the Disclosure Statement. There are no
such liabilities of the Company which have arisen or relate to any
transaction of the Company, its agents or servants, occurring since the
statement date, other than normal liabilities incurred in the normal conduct of
the business of the Company, and none of which have a material adverse
effect on the business or financial condition of the Company, except
as disclosed in the Disclosure Statement. As of the date hereof, there are
no known circumstances, conditions, happenings, events or arrangements,
contractual or otherwise, which may hereafter give rise to liabilities, except
in the normal course of business of the Company, except as disclosed in the
Disclosure Statement.
3.06 Taxes. All federal, province, county and local income, ad valorem,
excise, profits, franchise, occupation, property, sales, use gross receipts
and other taxes (including any interest or penalties relating thereto) and
assessments which are due and payable have been duly reported, fully paid and
discharged as reported by the Company, and there are no unpaid taxes which
are, or could become a lien on the properties and assets of the Company,
except as provided for in the financial statements of their date, or have been
incurred in the normal course of business of the Company since that date. All
tax returns of any kind required to be filed have been filed and the taxes
paid or accrued.
3.07 Accuracy of All Statements Made by The Company. No representation or
warranty by the Company and Shareholders in this Agreement, nor any statement,
certificate, schedule or exhibit hereto furnished or to be furnished by or on
behalf of the Shareholders pursuant to this Agreement, nor any document or
certificate delivered to Purchaser pursuant to this Agreement or in connection
with actions contemplated hereby, contains or shall contain any untrue
statement of material fact or omits or shall omit a material fact necessary
to make the statement contained therein not misleading.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF PURCHASER
Purchaser represents and warrants as follows:
4.01 Organization and Authority.
The Purchaser is a corporation duly organized, validly existing and in
good standing under the laws of the State of Nevada, but at the time of
closing will be a Nevada corporation, with full power and authority to enter
into and perform the transactions contemplated by this Agreement, and with
all requisite corporate power andauthority to own, operate and lease its
properties and to carry on its business as now being conducted, is duly
qualified and in good standing in every jurisdiction in which the property
owned, leased or operated by it, or the nature of the business conducted by
it, makes such qualification necessary to avoid material liability or material
interference in its business operations, and is not subject to any agreement,
commitment or understanding which restricts or may restrict the conduct of its
business in any jurisdiction or location.
(a) The outstanding shares of the Purchaser are legally and validly
issued, fully paid and non-assessable.
(b) The Purchaser does not own five percent (5%) or more of the
outstanding stock of any corporation, except as listed on the Disclosure
Statement.
(c) The minute book of the Purchaser made available to the Company
and Shareholders contains complete and accurate records of all meetings and
other corporate actions of the shareholders and the Board of Directors (and
any committee thereof) of the Purchaser.
(d) The Disclosure Statement contains a list of the officers,
directors and shareholders of the Purchaser and copies of the articles of
incorporation and by-laws currently in effect of the Purchaser.
(e) The execution and delivery of this Agreement does not, and the
consummation of the transaction contemplated hereby will not violate any
provision of the certificate/articles of incorporation or bylaws of the
Purchaser, or any provisions thereof, or result in the acceleration of any
obligation under, any mortgage, lien, lease, agreement, instrument, court
order, arbitration award, judgment or decree to which the Purchaser is a
party, or by which it is bound, and will not violate any other restriction of
any kind or character to which it is subject.
(f) The authorized capital stock of the Purchaser is one hundred
million (100,000,000) shares of common stock, no par value, of which ten
million seven hundred forty-nine thousand two hundred and eleven (10,749,211)
shares of such stock will be issued and outstanding at the time of closing
(inclusive of the shares issued pursuant to the acquisition).
4.02 Performance of This Agreement. The execution and performance of this
Agreement and the issuance of stock contemplated hereby have been authorized
by the board of directors of Purchaser.
4.03 Financials.
(a) True copies of the financial statements of the Purchaser as of
December 31, 1997 have been completed and delivered by the Purchaser to the
Company. These statements have been examined and certified by certified
public accountants. Interim financial statements for the period ended
September 30, 1998 have also been provided. Said financial statements are
true and correct in all material respects and present an accurate and
complete disclosure of the financial condition and earnings of the Purchaser
for the periods covered, in accordance with generally accepted accounting
principles applied on a consistent basis.
(b) All accounts receivable, if any, (net of reserves for doubtful
accounts) of the Purchaser shown on financial statement, and as incurred in
the normal course of business since that date, are collectible in the normal
course of business.
(c) The Purchaser has good and marketable title to all of its
assets, business and properties including, without limitation, all such
properties reflected in the aforementioned balance sheet, except as disposed
of in the normal course of business, free and clear of any mortgage, lien,
pledge, charge, claim or encumbrance, except as shown on said balance sheet,
and, in the case of real properties, except for rights-of-way and easements
which do not adversely affect the use of such property.
4.04 Changes Since Audit Date. Since the date of the financial
statements, except as disclosed in writing, there has not been any material
change in the financial position or assets of the Purchaser.
4.05 Accuracy of All Statements Made by Purchaser. No representation or
warranty by the Purchaser in this Agreement, nor any statement, certificate,
schedule or exhibit hereto furnished or to be furnished by the Purchaser
pursuant to this Agreement, nor any document or certificate delivered to the
Company or the Shareholders pursuant to this Agreement or in connection with
actions contemplated hereby, contains or shall contain any untrue statement of
material fact or omits or shall omit a material fact necessary to make the
statement contained therein not misleading.
4.06 No Covenant as to Tax Consequences. It is expressly understood and
agreed that neither Purchaser nor its officers or agents has made any warranty
or agreement, expressed or implied, as to the tax consequences of the
transactions contemplated by this Agreement or the tax consequences of any
action pursuant to or growing out of this Agreement.
ARTICLE V
COVENANTS OF SHAREHOLDERS
5.01 Access to Information. Purchaser and its authorized representatives
shall have full access during normal business hours to all properties, books,
records, contracts and documents of the Company, and the Company shall furnish
or cause to be furnished to Purchaser and its authorized representative all
information with respect to its affairs and business of the Company as
Purchaser may reasonably request.
5.02 Actions Prior to Closing. From and after the date of this Agreement
and until the closing date, the Company shall not materially alter its business.
5.03 Limitation of Subsequent Corporate Actions. It is expressly
understood and agreed that the Company, the Shareholders, and their affiliates,
will take all steps necessary to ensure that for a period of eighteen months
there shall be no reverse split and that the assets of the Company shall
remain in the Company as part of its business operations.
ARTICLE VI
CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATIONS
Each and every obligation of Purchaser to be performed on the closing
date shall be subject to the satisfaction of the Purchaser of the following
conditions:
6.01 Truth of Representations and Warranties. The representations and
warranties made by the Company and Shareholders in this Agreement or given on
its behalf hereunder shall be substantially accurate in all material respects
on and as of the closing date with the same effect as though such
representations and warranties had been made or given on and as of the
closing date.
6.02 Compliance with Covenants. Shareholders shall have performed and
complied with all obligations under this Agreement which are to be performed
or complied with by them prior to or on the closing date, including the
delivery of the closing documents specified hereafter.
6.03 Absence of Suit. No action, suit or proceedings before any court or
any governmental or regulatory authority shall have been commenced or threatened
and, no investigation by any governmental or regulatory authority shall have
been commenced, against the Shareholders, the Company or any of the affiliates,
associates, officers or directors of any of them, seeking to restrain, prevent
or change the transactions contemplated hereby, or questioning the validity or
legality of any such transactions, or seeking damages in connection with any
of such transactions.
6.04 Receipt of Approvals, Etc. All approvals, consents and/or waivers
that are necessary to effect the transactions contemplated hereby shall have
been received.
6.05 No Material Adverse Change. As of the closing date there shall not
have occurred any material adverse change which materially impairs the
ability of the Company to conduct its business or the earning power thereof on
the same basis as in the past.
6.06 Accuracy of Financial Statement. Purchaser and its representatives
shall be satisfied as to the accuracy of all balance sheets, statements of
income and other financial statements of the Company furnished to Purchaser
herewith.
6.07 Proceedings and Instruments Satisfactory; Certificates. All
proceedings, corporate or otherwise, to be taken in connection with the
transactions contemplated by this Agreement shall have occurred and all
appropriate documents incident thereto as Purchaser may request shall have
been delivered to Purchaser. The Company and the Shareholders shall have
delivered certificates in such detail as Purchaser may request as to
compliance with the conditions set forth in this Article.
ARTICLE VII
CONDITIONS PRECEDENT TO OBLIGATIONS
OF THE COMPANY AND SHAREHOLDERS
Each and every obligation of the Company and shareholders to be performed
on the closing date shall be subject to the satisfaction prior thereto of the
following conditions:
7.01 Truth of Representations and Warranties. The representations and
warranties of Purchaser contained in this Agreement shall be true at and as of
the closing date as though such representations and warranties were made at
and as of the transfer date.
7.02 Purchaser's Compliance with Covenants. Purchaser shall have
performed and complied with its obligations under this Agreement which are to
be performed or complied with by it prior to or on the closing date.
7.03 Absence of Suit. No action, suit or proceedings before any court or
any governmental or regulatory authority shall have been commenced or threatened
and, no investigation by any governmental or regulatory authority shall have
been commenced against Purchaser, or any of the affiliates, associates,
officers or directors of the Purchaser seeking to restrain, prevent or
change the transactions contemplated hereby, or questioning the validity or
legality of any such transactions, or seeking damages in connection with any
of such transactions.
7.04 Receipt of Approvals, Etc. All approvals, consents and/or waivers
that are necessary to effect the transactions contemplated hereby shall have
been received.
7.05 No Material Adverse Change. As of the closing date there shall not
have occurred any material adverse change which materially impairs the ability
of the Purchaser to conduct its business or the earning power thereof on the
same basis as in the past.
7.06 Accuracy of Financial Statements. The Company and the Shareholders
shall be satisfied as to the accuracy of all balance sheets, statements of
income and other financial statements of the Purchaser furnished to the
Company herewith.
7.07 Proceedings and Instruments Satisfactory; Certificates. All
proceedings, corporate or otherwise, to be taken in connection with the
transactions contemplated by this Agreement shall have occurred and all
appropriate documents incident thereto as the Company may request shall have
been delivered to the Company. The Purchaser shall have delivered
certificates in such detail as the Shareholders may request as to compliance
with the conditions set forth in this Article.
ARTICLE VIII
INDEMNIFICATION
The Shareholders and the Company shall indemnify Purchaser for any loss,
cost, expense or other damage suffered by Purchaser resulting from, arising
out of, or incurred with respect to the falsity or the breach of any
representation, warranty or covenant made by the Company herein, and any
claims arising from the operations of the Company prior to the closing date.
Purchaser shall indemnify and hold the Shareholders harmless from and
against any loss, cost, expense or other damage (including, without
limitation, attorneys' fees and expenses) resulting from, arising out of, or
incurred with respect to, or alleged to result from, arise out of or have been
incurred with respect to, the falsity or the breach of any representation,
covenant, warranty or agreement made by Purchaser herein.
ARTICLE IX
SECURITY ACT PROVISIONS
9.01 Restrictions on Disposition of Shares. Shareholders covenant and
warrant that the shares received are acquired for their own accounts and not
with the present view towards the distribution thereof and will not dispose of
such shares except (i) pursuant to an effective registration statement under
the Securities Act of 1933, as amended, or (ii) in any other transaction
which, in the opinion of counsel, acceptable to Purchaser, is exempt from
registration under the Securities Act of 1933, as amended, or the rules
and regulations of the Securities and Exchange Commission thereunder. In order
to effectuate the covenants of this sub-section, an appropriate endorsement
will be placed upon each of the certificates of common stock of the Purchaser
at the time of distribution of such shares pursuant to this Agreement, and
stop transfer instructions shall be placed with the transfer agent for the
securities.
9.02 Notice of Limitation Upon Disposition. Each Shareholder is
aware that the shares distributed pursuant to this Agreement will not have been
registered pursuant to the Securities Act of 1933, as amended; and, therefore,
under current interpretations and applicable rules, the shareholder will
probably have to retain such shares for a period of at least one year and at
the expiration of such one year period sales may be confined to brokerage
transactions of limited amounts requiring certain notification filings with
the Securities and Exchange Commission and such disposition may be available
only if the Purchaser is current in its filings with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, or other public
disclosure requirements, and the other limitations imposed thereby on the
disposition of shares of the Purchaser. Additionally, "affiliates" owning
shares will be subject to additional restrictions limiting sales.
9.03 Limited Public Market for Common Shares. Each Shareholder
acknowledges that the common shares being issued pursuant to this agreement
currently has a limited public market in which the shares may be liquidated
and there is no assurance that such public market will grow or develop.
ARTICLE X
CLOSING
10.01 Time. The closing of this transaction ("closing") shall be
effective December 31, 1998. Such date is referred to in this agreement as
the "closing date."
10.02 Documents To Be Delivered by Shareholders. At the closing
Shareholders shall deliver to Purchaser the following documents:
(a) Certificates or assignments for all shares of stock of the
Company in the manner and form required by sub-section 1.01 hereof.
(b) A certificate signed by the Management of the Company that the
representations and warranties made by the Company in this Agreement are true
and correct on and as of the closing date with the same effect as though such
representations and warranties had been made on or given on and as of the
closing date and that Shareholders have performed and complied with all of
their obligations under this Agreement which are to be performed or complied
with by or prior to or on the closing date.
(c) A copy of the Operating Agreement of the Company certified by its
secretary and a copy of the certificate of incorporation of the Company
certified by the secretary of state.
(d) Certificates or letters from Shareholders evidencing the taking
of the shares in accordance with the provisions of this agreement and their
understanding of the restrictions thereunder.
(e) Such other documents of transfer, certificates of authority and
other documents as Purchaser may reasonably request.
10.03 Documents To Be Delivered by Purchaser. At the closing
Purchaser shall deliver to Shareholders the following documents:
(a) Certificates for the number of shares of common stock of
Purchaser as determined in Article 1 hereof.
(b) A certified copy of the duly adopted resolutions of the Board of
Directors of Purchaser authorizing or ratifying the execution and performance
of this Agreement and authorizing or ratifying the acts of its officers and
employees in carrying out the terms and provisions thereof.
ARTICLE XI
TERMINATION AND ABANDONMENT
This Agreement may be terminated and the transaction provided for by this
Agreement may be abandoned without liability on the part of any part to any
other, at any time before the closing date, or on a post closing basis as
provided previously herein:
(a) By mutual consent of Purchaser and the Shareholders;
(b) By Purchaser if any of the conditions provided for in Article 6
of this Agreement have not been met and have not been waived in writing by
Purchaser.
(c) By the Company if any of the conditions provided for in Article
7 of this Agreement have not been met and have not been waived in writing by
the Company.
In the event of termination and abandonment by any party as above
provided in this Article, written notice shall forthwith be given to the other
party, and each party shall pay its own expenses incident to preparation for
the consummation of this Agreement and the transactions contemplated hereunder.
ARTICLE XII
MISCELLANEOUS
12.01 Notices. All notices, requests, demands and other
communications hereunder shall be deemed to have been duly given, if delivered
by hand or mailed, certified or registered mail with postage prepaid:
(a) If to The Company, Inc., or its shareholders, to Bernard Yaw,
Managing Member, at 12732 South 125 East, Draper, Utah 84020 , or to such
other person and place as the Company and its shareholders shall furnish to
Purchaser in writing
(b) If to Purchaser, to Nathan W. Drage at 4505 South Wasatch Blvd.,
Suite 330, Salt Lake City, Utah 84124, or to such other person and place as
Purchaser shall furnish to Company in writing.
12.02 Announcements. Announcements concerning the transactions
provided for in this Agreement by either the Company or Purchaser shall be
subject to the approval of the other in all essential respects, except that
the approval of the Company shall not be required as to any statements and
other information which Purchaser may submit to its shareholders.
12.03 Default. Should any party to this Agreement default in any of
the covenants, conditions, or promises contained herein, the defaulting party
shall pay all costs and expenses, including a reasonable attorney's fee,
which may arise or accrue from enforcing this Agreement, or in pursuing any
remedy provided hereunder or by the statutes of the State of Utah, United
States of America.
12.04 Assignment. This Agreement may not be assigned in whole or in
part by the parties hereto without the prior written consent of the other
party or parties, which consent shall not be unreasonably withheld.
12.05 Successors and Assigns. This Agreement shall be binding upon
and shall inure to the benefit of the parties hereto, their successors and
assigns.
12.06 Holidays. If any obligation or act required to be performed
hereunder shall fall due on a Saturday, Sunday or other day which is a legal
holiday established by the State of Utah, such obligation or act may be
performed on the next succeeding business day with the same effect as if it had
been performed upon the day appointed.
12.07 Computation of Time. The time in which any obligation or act
provided by this Agreement is to be performed is computed by excluding the
first day and including the last, unless the last day is a holiday, in which
event such day shall also be excluded.
12.08 Governing Law and Venue. This Agreement shall be governed by and
interpreted pursuant to the laws of the Sate of Utah. Any action to enforce
the provisions of this Agreement shall be brought in a court of competent
jurisdiction within the State of Utah and in no other place.
12.09 Partial Invalidity. If any term, covenant, condition or
provision of this Agreement or the application thereof to any person or
circumstance shall to any extent be invalid or unenforceable, the remainder of
this Agreement or application of such term or provision to persons or
circumstances other than those as to which it is held to be invalid or
unenforceable shall not be affected thereby and each term, covenant, condition
or provision of this Agreement shall be valid and shall be enforceable to the
fullest extent permitted by law.
12.10 No Other Agreements. This Agreement constitutes the entire
Agreement between the parties and there are and will be no oral
representations which will be binding upon any of the parties hereto.
12.11 Rights are Cumulative. The rights and remedies granted
hereunder shall be in addition to and cumulative of any other rights or
remedies provided under the laws of the State of Utah.
12.12 Waiver. No delay or failure in the exercise of any power or
right shall operate as a waiver thereof or as an acquiescence in default. No
single or partial exercise of any power or right hereunder shall preclude any
other or further exercise thereof or the exercise of any other power or right.
12.13 Survival of Covenants, Etc. All covenants, representations,
and warranties made herein to any parties or in any statement or document
delivered to any party hereto, shall survive the making of this Agreement and
shall remain in full force and effect until the obligations of such party
hereunder have been fully satisfied.
12.14 Further Action. The parties hereto agree to execute and
deliver such additional documents and to take such other and further action as
may be required to carry out fully the transaction(s) contemplated herein.
12.15 Amendment. This Agreement or any provision hereof may not be
changed, waived, terminated or discharged except by means of a written
supplemental instrument signed by the party or parties against whom
enforcement of the change, waiver, termination, or discharge is sought.
12.16 Headings. The descriptive headings of the various Sections or
parts of this Agreement are for convenience only and shall not affect the
meaning or construction of any of the provisions hereof.
12.17 Counterparts. This agreement may be executed in two or more
partially or fully executed counterparts, each of which shall be deemed an
original and shall bind the signatory, but all of which together shall
constitute but one and the same instrument, provided that Purchaser shall
have no obligations hereunder until all Shareholders have become signatories
hereto.
IN WITNESS WHEREOF, the parties hereto executed the foregoing Acquisition
Agreement effective the 31st day of December, 1998.
LEESBURG LAND AND MINING, INC.
By /s/ Robert Beaton
Robert M. Beaton, President
Company: INELLIQUIS LLC
By /s/ Bernard Yaw
Bernard Yaw, Managing Member
SHAREHOLDERS:
/s/ Say Lim /s/ Bernard Yaw
/s/ Mark Tippetts /s/ Blair Barrett
/s/ Jeff Nichols /s/ Ken Jenson
/s/ Liz Oxley /s/ Joe Christensen
/s/ Darren Burbank /s/ Darren Burbank
/s/ Dave Jones /s/ Bill Chipman
SCHEDULE A
Name Shares To Be Purchased
Say Lim 51.0 %
Bernard Yaw 16.0
Mark Tippets 16.5
Blair Barrett 16.0
Total 100.0
Total ______________
SCHEDULE B
Name Shares To Be Issued
Say Lim 3,477,936
Bernard Yaw 1,733,952
Mark Tippets 1,778,832
Blair Barrett 1,778,832
Jeff Nichols 16,016
Joe Christensen 4,752
Darren Burbank 1,584
Dave Jones 8,096
Bill Chipman 200,000
Total 9,000,000
SCHEDULE C
OPTIONS
Name Amount
Ken Jenson 3,000
Liz Oxley 3,000
Bill Chipman 5,000
Total 11,000
SCHEDULE D
Shareholders Shares
Say Lim/Statmart USA Inc. 990,500
Bernard Yaw 310,588
Mark Tippets 320,456
Blair Barrett 320,456
Total 1,940,000
AMENDMENT TO ACQUISITION AGREEMENT
The Acquisition Agreement between Leesburg Mining, Inc. and Intelliquis,
LLC , effective December 31, 1998, is hereby amended as follows:
1. The net tangible assets of Intelliquis shall not be less than
$500,000, which shall be reflected in audited financial statements within
thirty (30) days of closing;
2. Within (20) twenty days after the acquisition of Intelliquis, new
management of Leesburg shall cause Leesburg to retain a reputable financial
public relations firm;
3. No public announcements to the stock market or shareholders, or
letters to the shareholders, or filings with the Securities and Exchange
Commission, shall be made without prior review and comment by securities
counsel.
Dated this ____ day of January, 1999.
LEESBURG LAND AND MINING, INC.
By /s/ Robert Beaton
Robert M. Beaton, President
INELLIQUIS LLC
By /s/ Bernard Yaw
Bernard Yaw, Managing Member
