SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) of the
Securities Exchange Act of 1934
Date of report (date of earliest event reported) January 20, 2000
through March 31, 2000
E-PAWN.COM, INC
(Exact Name of Registrant as Specified in Its Charter)
NEVADA 87-0435741 33-2533-LA
(State or Other Jurisdiction Commission File I.R.S. Employer
of Incorporation) Number Identification No.
289 Starling Road
Englewood, New Jersey 07631
Tel. & Fax 201-568-3828
(Address of Principal Executive Offices and Telephone-Fax
WASATCH INTERNATIONAL CORP.
1301 N. Congress Avenue, Suite 135, Boynton Beach, Florida 33426
(Former Name and Address)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
On January 18, 2000, LaSalle Group Ltd. acquired ten million common shares
from the Company in exchange for the forgiveness of debt plus interest which
LaSalle had provided to finance the Kiwi Airlines transaction which has been
written off because of the bankruptcy of Kiwi Airlines. In addition, LaSalle
covered the ongoing expenses of the Company through January 2000. This issuance
of stock resulted in LaSalle controlling approximately 52% of the total issued
and outstanding common stock.
On January 20, 2000, the LaSalle Group, Ltd., a Cayman Island company,
advised th Company that it had rescinded a Stock Purchase Agreement by which
LaSalle Group Ltd. had agreed to sell ten million shares of common stock to
Aviation Holding Inc., a Florida Company affiliated with Mr. Joe Logan the
Company's former President. The ten million shares of common stock represent
approximately 27.5% of the total issued and outstanding common stock of the
Company.
On January 20, 2000, the board of directors approved the acquisition of
E-PAWN, INC., a Florida corporation, from two companies, namely, Swiss Arctic
Traders Ltd, a Bahamian company and affiliate of the Company's majority
stockholder LaSalle Group, Ltd. and Fortuna Holdings Limited, a Bahamian
company. E-Pawn, Inc. is multi-faceted Internet portal, website designer, and
software developer. The terms of the transaction are provided in the Acquisition
Agreement dated on January 27, 2000, and the transaction will be effective on
February 28, 2000. A copy of the Acquisition Agreement is attached as Exhibit
"A."
On completion of the proposed acquisition, a change of control will take
place because the two acquiring companies, Swiss Arctic Traders, Ltd. and
Fortuna Holdings Ltd., will each acquire, respectively, fifty million
(50,000,000) shares of series A preferred stock which grants the holders the
power to elect a majority of the directors to the board. The one hundred million
shares of series A preferred issued under the Acquisition Agreement represents
all of the authorized series A preferred stock. The Company will also issue
fifty million (50,000,000) shares of the Company's common stock to each of the
companies that is transferring together all of the E-Pawn, Inc. stock, and the
aggregate of the shares issued in connection with the acquisition will represent
over two-thirds of the issued and outstanding shares of common stock of the
Company. The was issued at a value of $1.00 per share giving the transaction a
value of $200 million.
The closing of the E-Pawn, Inc. stock purchase transaction is subject to receipt
of an independent appraisal of the value of E-Pawn, Inc. and its business and
assets compared to similar companies, acceptable to the Board of Directors and
the auditors of the Company for the purpose of carrying the assets on the
balance sheet of the Company.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On January 20, 2000, the Company entered into an agreement to acquire 100%
of th issued and outstanding stock of E-Pawn, Inc., a Florida corporation, on
terms and conditions as fully described in the Acquisition Agreement. A copy of
this Acquisition Agreement is attached as Exhibit "A."
On January 20, 2000, the Company authorized the issuance of one hundred
million shares (100,000,000) of restricted common stock and the issuance of one
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hundred million (100,000,000) shares of series A preferred stock in exchange for
one hundred percent (100%) of the stock of E-Pawn, Inc., a privately held
Florida company, which is a Internet website designer and software developer and
that owns and operates the "e-pawn.com," websites, which a multifaceted Internet
portal.
On January 28, 2000, the Company approved the distribution to all of the
Company's shareholders of record on January 28, 2000 (extended to February 28,
2000) of a stock dividend of one share of Caribbean Holdings International
Corp., a wholly owned subsidiary of the Company, for each share of the Company
held as of the record date. Caribbean Holdings International Corp. assumed
liabilities in the sum of approximately $160,000 plus interest due to DBLA
Associates. The Company has been released of its obligations and guarantees to
DBLA Associates, and the Company has no further liability to DBLA Associates in
connection with this debt. Caribbean Holdings International Corp. has claims
through its joint venture with Merrill and Raymond MacDonald to an interest in
approximately 15,000 acres of land in the Bahamas. The rights of Caribbean
Holdings International Corp. were retained by it in full when the stock of this
company was distributed to the shareholders of the Company pursuant to the stock
dividend.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
Not Applicable.
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Pursuant to Item 301(a) (3) of Regulation S-B, the Company has provided its
former accountant with a copy of this Form 8-K and has requested its former
accountant to furnish a letter addressed to the Commission stating whether it
agrees with the statements made by the Company and, if not, stating the respects
in which it does not agree. Due to the unavailability of the requested letter at
the time of this filing, the letter shall be filed in compliance with the
requirements of Item 304(a) (3) upon receipt.
On April 13, 2000, the Registrant engaged Feldman Sherb Horowitz & Co., P.C. as
its principal accountant to audit the Company's financial statements for the
years ending May 31, 1997, 1998, 1999 and to review the 10-QSB filings. During
the Company's most recent year and through April 13, 2000 the Company has not
consulted with Feldman Sherb Horowitz & Co. concerning the application of
accounting principles to a specified transaction, either completed or proposed,
or the type of audit opinion that might be rendered on the Company's financial
statements.
The Company has authorized Jones Jensen & Company to respond fully to any
inquiries from Feldman Sherb Horowitz & Co., P.C.
ITEM 5. OTHER EVENTS
On January 28, 2000, the majority stockholder of the Company, by action
taken in lieu of a shareholders meeting pursuant to Nevada Revised Statutes,
consented to the distribution of the shares of the Company's wholly owned
subsidiary, Caribbean Holdings International Corp., to all shareholders of
record as of January 28, 2000, and in order to comply with notice required by
the NASD of the dividend date has extended the record date up to and including
February 28, 2000.
On January 30, 2000, the majority stockholder by written action taken, also
consented to an amendment to the articles of incorporation to reverse split the
common stock of the company on a one for 200 share basis effective January 30,
2000. Subject to the ten-day notice Rule of NASDAQ the effected date of the
stock split may be adjusted to be a date as set by the NASDAQ Bulletin Board.
This date was extended to February 28, 2000. The consent further provided for an
amendment to the Articles of Incorporation to change the capital structure of
the Company to provide that "The company shall have one hundred million shares
of class A preferred stock of par value $0.10 per share. The series A stock
shall have preference over the common stock upon liquidation and shall have
priority voting rights of one hundred votes per share. The authorized share
capital of the common stock shall be increased to five hundred million shares at
par value of $0.001.per share.
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The name of the company has been changed by majority consent to E-Pawn.com
Inc. and a certified copy of the amendment to the company's Articles of
Incorporation, as filed with the Secretary of State for the State of Nevada is
attached as Exhibit "C".
On January 20, 2000, the Board of Directors unanimously approved, adopted
and ratified the actions taken by the majority stockholder as regards to the
distribution of the shares of its wholly owned subsidiary, Caribbean Holdings
International Corp., to the stockholders of the Company as of the record date of
January 28, 2000. The Board, further approved, adopted and ratified the
amendments to the company's articles of incorporation, changing the name of the
company to E-Pawn.com, Inc. and authorizing the One Hundred Million
(100,000,000) shares of class A Preferred stock of $0.10 par value and
increasing the authorized share capital of the common stock to Five Hundred
Million (500,000.000) shares of common stock of $0.001 par value.
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On January 20, 2000, the board of directors voted to issue to Eli Leibowitz
1,500,000 shares pursuant to his existing employment contract and the company's
stock option plan. He will continue to serve in his capacity as the president of
the Company.
On February 23, 2000, the company issued a release announcing that it had
entered into a letter of intent with The Colonel's International, Inc. (NASDAQ:
COLO) to exchange up to one million shares of The Colonel's common stock valued
at $10 million for $10 million in common stock of the Company, additionally The
Colonel's International, Inc. would be granted an option to invest up to $100
million over a five year period, subject to the growth of the company and its
capital needs. A copy of the release is attached as Exhibit "D."
On February 24, 2000, the Company issued a press release announcing the
global expansion of E-Pawn.com, Inc. by granting an exclusive development and
marketing rights license for its online auction and barter website software to
Exchequer Investments Ltd., a privately held UK company, which will develop and
operate E-Pawn.com and Ubuynetwork programs under the Company's Global Partner
Program. Exchequer Investments will open the market for E-Pawn.com programs,
products, and systems in several European market places as a strategic local
partner that will provide working capital for the launch, local expertise and
management. The initial launch will be in the United Kingdom under the company
and domain name E-Pawn.co.uk. A copy of the release is attached as Exhibit "E."
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On February 25, 2000, the Company announced that former Irish Prime
Minister, Albert Reynolds TD, had accepted a position as an advisor to the Board
of Directors of the Company. A copy of the release is attached as Exhibit "F."
On February 27, 2000, the Company announced that the Board had rescinded a
previously announced 200 for 1 reverse stock split because this change in the
capital structure would not be conducive to an orderly market in view of the
market changes which arose after the announcement of the acquisition of E-Pawn,
Inc., an Internet portal involving e-commerce and online auction sites. A copy
of the release is attached as Exhibit "G."
On February 29, 2000, the Company announced the change of its name to
E-Pawn.com, Inc., and the designation of a new trading symbol "EPWN." A copy of
the release is attached as Exhibit "H."
On March 5, 2000, the Company announced that it would distribute common
stock of its subsidiary, Ubuynetwork.com, Inc., as a special dividend to
shareholders of record as of April 18, 2000, on a 2 shares of Ubuynetwork.com
Inc. for each share of the Company held on the record date. A copy of the
release is attached as Exhibit "I."
On March 9, 2000, the Company announced that it had entered into an
agreement to acquire Home Realty, a Florida full service real estate company,
established in 1994. A copy of the release is attached as Exhibit "J."
On March 14, 2000, the Company announced that it had formed a strategic
alliance with CeleXx Corporation (OTCBB: CLXX) under the terms of which CeleXx
will provide management services, IT engineering and support service, website
design and website hosting services on a fee basis. In addition, the agreement
provides that the Company shall purchase one million shares of CeleXx common
stock at $5 per share. A copy of the release is attached as Exhibit "K."
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On March 15, 2000, the Company announced that it will distribute shares of
its subsidiary, Ubuyhomes.com, Inc., as a special dividend to the Company's
shareholders of record as of May 1, 2000. The shareholders of the Company on the
record date will receive two shares of Ubuyhomes.com, Inc. for each E-Pawn.com,
Inc common share held. A copy of the release is attached as Exhibit "L."
On March 19, 2000, the Company announced that it had entered into a letter
of intent to acquire a 15 year old, successful jewelry manufacturer, O'Con
Enterprise, Inc. of Hollywood, Florida. A copy of the release is attached as
Exhibit "M."
On March 19, 2000, the Company announced that CeleXx Corporation through a
subsidiary will administer and host the Company's Internet based business sites.
CeleXx has assigned the management agreement to Computer Marketplace, Inc. which
CeleXx is acquiring this month. A copy of the release is attached as Exhibit
"N."
On March 22, 2000, the Company announced that it had reached an agreement
to merge with The Colonel's International, Inc. (NASDAQ: COLO) on a shares for
share basis. The closing of the transaction shall take place as soon as
practicable after the approval or consent by the shareholders of both companies.
Preliminary Proxy Statements will be filed by each company. The meeting of The
Colonel's is set for May 10, 2000 in Tecumseh, Michigan. A copy of the Agreement
is attached as Exhibit "O" and a copy of the release is attached as Exhibit
"O-1."
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On March 29, 2000, the Company announced it had reached an agreement to
form a joint venture with Silverhawk Development Company and Yunan Tobacco
Company to market timeshares under the Sun Vacation Club brand name via the
Internet using the UBUYTIMESHARE.COM systems. The joint venture will initially
market 65 hotel properties located in China and owned by Yunan Tobacco Company.
A copy of the release is attached as Exhibit "P."
The following matters relate to legal proceedings or threatened claims made
against the Company. The claims are either resolved or the Company believes that
its position is valid and defensible. The Company believes that none of the
proceedings or claims will have a material adverse effect on the financial
condition of the Company.
The Company settled a claim of $500,000 in exchange for issuing 1,000,000
shares of its common stock to Hans Kooring, who had been a judgment creditor of
the Company. His claim arose from the recission of a $500,000 Regulation S stock
purchase previously undertaken with the Company.
The Company has been subject of civil litigation arising from a loan
advanced to the Company by two individuals. This claim has been settled in
exchange for a cash payment of approximately $20,000 and delivery of 200,000
shares of common stock of the Company.
Massachusetts Asset Financing Corp, a Massachusetts Corporation, obtained a
default judgement against the Company in the sum of approximately $10,000
together with $287.70 in interest and $126.00 in costs arising from a claim for
fees for due diligence work allegedly performed by MAFC for a loan of $500,000
which MAFC represented it would provide to the Company. The Company believes
that this claim has been satisfied as the result of the garnishment of $13,000
from the bank account of John Frohling, legal counsel to the Company. The
Company has been unable to obtain written release and satisfaction of judgement
from the judgment creditor. The Company may have to resort to legal action to
remove the judgement from the Court Record. The Company does not consider this
matter to be one that will have a material effect on the Company.
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The Company has settled a suit brought by an individual in the Orlando
District Court seeking $70,000 for the purchase price and approximately $200,000
in damages relating to the proposed purchase of a start up Internet advertising
company. The Company had previously filed an answer and defended the action;
however, in the interest of resolving all outstanding litigation and avoid the
cost of defense, the Company elected to settle the action for 80,000 shares of
restricted common stock, in exchange for a dismissal of the claim, release of
all liability and delivery to the Company of certain computer equipment that the
Company will use in its newly acquired Internet businesses.
The Company is a defendant in a lawsuit filed in the United States District
Court, Southern District of Texas. The suit alleges securities fraud and
misrepresentation by the Company, Thomas Bolera, Joe Logan, the Company's former
President and CEO, and two other defendants, that the plaintiffs allege were
agents for the Company. The Company has not as of this date filed a response to
the suit; however, management believes the claims to be defensible. A settlement
has been reached in this matter, and the plaintiffs have filed a motion to
dismiss the case.
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The Company has settled a claim from an investor who purchased restricted
common stock of the Company from a third party. The settlement agreement
provides for the Company to deliver to the claimant, Solar Lane Productions Inc.
70,000 shares of restricted common stock of Caribbean Holdings International
Corp. and 80,000 shares of restricted common stock of the Company by no later
than March 3, 2000, and failing which the claimant will be entitled to obtain
judgement against the Company in the sum of $300,000 plus costs. The Company
anticipates no difficulty in delivering the shares required in terms of the
settlement agreement by the stipulated date of March 3, 2000. Upon which the
claim of Solar Lane Productions Inc. will be extinguished in full and final
settlement. On March 8, 2000, a motion to dismiss was filed in this action.
The Company delivered 4,000,000 shares of common stock to Dr. Charles
Edwards as partial consideration for his agreement to merge Wasatch Edwards LLC
into the Company. Dr. Edwards elected not to conclude the merger and wholly
failed to perform, which caused the Company significant damages. The Company has
demanded the return of the shares, and the Company has issued a stop transfer
order to the transfer agent. The Company may commence litigation against Dr.
Edwards and others in order to cancel the shares and to recover damages suffered
by the Company.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS
Effective on January 20, 2000, Anne M. E. Greyling, Dr. Vaughn Dabbs, and
Dr. David Legere resigned from the Board of Directors of the Company. Copies of
the resignation letters are attached as Exhibit "Q."
The Board acknowledged and confirmed the acceptance by the Company of the
prior resignations of Diran Kaloustian as a director and the resignation of Joe
Logan as president and director.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
The Company has been delinquent in filing of financial statements,
however, a stockholder has advanced funds on behalf of the Company to pay
accounting, legal and audit fees required for this purpose including the
preparation and filing of Form 10-K annual report and quarterly reports. The
Company is in the process of preparing the financial statements, Form 10-K and
quarterly reports and anticipates filing the audited annual report on Form
10-K together with unaudited quarterly reports on Form 10-Q and anticipates
completion during April 2000, this will result in the Company being current in
its filings and with the reporting requirements.
ITEM 8: CHANGE IN FISCAL YEAR.
Not Applicable.
EXHIBITS
Exhibit A: Acquisition Agreement dated January 20, 2000.
Exhibit B: Letter from Jones Jensen & Company LLC withdrawing as auditor.
Exhibit C: Articles of Amendment to Articles of Incorporation of Registrant.
Exhibit D: Press release dated February 23, 2000 announcing alliance with
The Colonel's International, Inc.
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Exhibit E: Press release dated February 24, 2000 announcing expansion into
Europe.
Exhibit F: Press release dated February 25, 2000 announcing former Prime
Minister of Ireland, Mr.Albert Reynolds, as advisor to the Board
of Directors.
Exhibit G: Press release dated February 27, 2000 announcing the recission
of the previously announced 200 for 1 reverse stock split.
Exhibit H: Press release dated February 29, 2000 announcing the change of
name
to E-pawn.com, Inc. and new symbol: "EPWN."
Exhibit I: Press release dated March 5, 2000 announcing distribution of stock
dividend of Ubuynetwork.com Inc. shares.
Exhibit J: Press release dated March 9, 2000 announcing acquisition of Home
Realty, Inc.
Exhibit K: Press release dated March 14, 2000 announcing strategic alliance
with CeleXx Corporation.
Exhibit L: Press release dated March 15, 2000 announcing distribution of
stock dividend of Ubuyhomes.com, Inc. shares.
Exhibit M: Press release dated March 19, 2000 announcing agreement to acquire
O'Con Enterprise, Inc.
Exhibit N: Press release dated March 19, 2000 announcing agreement for
CeleXx Corporation to administer and host the Company's Internet
based businesses.
Exhibit O: Agreement dated March 22, 2000 providing for merger of Company
with The Colonel's International Inc. on a share for share basis.
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Exhibit O-1: Press release dated March 22, 2000 announcing the merger with
The Colonel's International, Inc.
Exhibit P: Press release dated March 29, 2000 announcing the joint venture
with Silverhawk Development Company and Yunan Tobacco Company of
China.
Exhibit Q: Letters of resignation of directors.
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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.
Date: April _____, 2000
E-PAWN.COM, INC.
(Formerly Wasatch International Corporation)
By:_____________________________
Eli Leibowitz, Director and
President
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EXHIBITS TO FORM 8-K E-PAWN.COM, INC. MARCH 31, 2000
EXHIBIT A
AGREEMENT
This Agreement is made and effective as of the 20th day of January,
2000.by and between Wasatch International Corporation a Nevada corporation, a
publicly traded Nevada Corporation trading on the NASDAQ Bulletin Board under
the trading symbol "WITD", having a administrative address at 153 St. Johns
Road, Tunbridge Wells Kent TN4 9UP, United Kingdom (hereinafter "WASATCH ");
and Fortuna Holdings Limited (hereinafter "FHL"), and Swiss Arctic Traders
Ltd. (hereinafter "SAT"), and jointly referred to as "Vendors."
W I T N E S S E T H:
WHEREAS, WASATCH is a corporation engaged in seeking an acquisition
that will present the company with a opportunity to expand its business; and,
WHEREAS, Fortuna Holdings Limited and Swiss Arctic Trader Ltd, both
foreign corporations, own and control all of the issued and outstanding common
stock (the "Shares") common stock of e-Pawn, Inc., a Florida Company
(hereinafter "e-PAWN "); and,
WHEREAS, Vendors are desirous of selling, transferring and
assigning 100% of the issued and outstanding Shares of e-PAWN to WASATCH on
the terms and conditions contained in this Agreement; and,
WHEREAS, WASATCH is desirous of acquiring all of the Shares of
e-PAWN which are owned and controlled by the Vendors, and thereby acquiring
control of e-PAWN together with all of its assets, business, and goodwill upon
the terms and conditions as set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual undertakings of the
parties and other good and valuable consideration, the receipt an sufficiency
of which is acknowledged by and between the parties, and the parities
otherwise wishing to become legally bound unto each in respect to the
transacptions set forth in this agreement hereby agree as follows:
1. The foregoing recitals are hereby incorporated into the body of
this Agreement as a description of the transaction intended to be
accomplished.
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2. WASATCH will acquire 100% of the issued and outstanding stock in
e-PAWN which is currently owned by Vendors, and which Vendors
represent to be free and clear of all liens and encumbrances upon
the following terms and conditions.
a. By transferring to the Vendors the shares
valued at $200,000,000 (Two Hundred
Million Dollars) in the form of
100,000,000 shares of WASATCH restricted
common stock and 100,000,000 shares of
Class A Preferred Stock of WASATCH. The
parties acknowledge that they have agreed
for the purpose of this transaction to
value each share of WASATCH common stock
and each share of Preferred Stock at $1.00
per Share. All of the e-PAWN Shares being
between the Vendors and WASATCH shall be
free and clear of any and all liens,
claims and encumbrances and shall be fully
paid non assessable restricted shares of
e-PAWN and shall be 100% of the issued and
outstanding stock of e-PAWN.
b. At or before the Closing, WASATCH shall provide working
capital of $65,000 (Sixty Five Thousand Dollars) to
e-PAWN to operate the e-PAWN business and obtain
appraisals on software and transfer domain names, such
amount to be made available as an advance upon execution
of the Agreement.
c. WASATCH shall provide further working capital in the sum
of not less than $200,000 (Two Hundred Thousand) within
30 days of the Closing of the Agreement.
d. WASATCH shall make a best efforts commitment to fund a
minimum of $1,750,000 in additional working capital
within 180 days of the Closing.
e. WASATCH shall confirm the Consulting Agreement for
maintenance, management operation and design of the
e-PAWN web sites and related web sites with Worldwide
Web Designers, Inc on such terms to be mutually agreed
between e-PAWN.com, Inc and Worldwide Web Designers,
Inc.
3. The Closing shall occur on or before February 28,
2000 at a place and time to be mutually agreed upon,
both parties acknowledging that Nassau Bahamas will
be an acceptable venue for closing. At closing
WASATCH shall deliver to each of the Vendors
50,000,000 (Fifty Million Shares) of restricted
common stock and 50,000,000 (Fifty Million Shares) of
Class A Preferred Stock and Vendors shall deliver to
WASATCH 100% of the issued and outstanding restricted
common stock of e-PAWN, Inc.
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4. WASATCH shall deliver to Vendors its certified financial
statements, together with the current Form 10-K's as filed with the
Securities and Exchange Commission, and the $65,000 Working
Capital, if not previously paid.
5. Vendors Represent and Warrant to WASATCH as a
material inducement to WASATCH'S participation in
this transaction that the financial position of
e-PAWN, Inc as of the date of closing will be such
that there will be no judgements or legal actions
pending against the company and that the e-PAWN
business will be fully operational and e-PAWN has
received the assets or assignments of assets,
including the subsidiary company as reflected on
Exhibit A hereto, the list of domain names as
reflected on Exhibit C hereto and the furniture,
office equipment, telephone system, computers and
software as reflected on Exhibit B. The employees
and management of e-PAWN, Inc shall be as reflected
on Exhibit D. and the Management, consulting and
Employment Agreements shall be as reflected on
Exhibit E. and together with copies all such
agreements. A copy of E-PAWN, Inc latest corporate
tax filing and certificate of good standing shall be
attached and marked Exhibit F.
6. WASATCH hereby warrantees and represents that as of
the closing date the company will have no assets or
liabilities and that certified financial statements
accurately reflecting the company's financial
position will be filed with the Securities and
Exchange Commission. A legal opinion from the
company's Securities Counsel will be furnished to
Vendors expressing the opinion of Counsel that the
shares of stock delivered by WASATCH to the Vendors
are validly issued fully paid and non assessable.
Wasatch shall further confirm in writing that any and
all legal claims against the company have been
settled or disclosed, that all filings with the
Securities and Exchange Commission are current and
have been filed, that the IRS tax returns have been
filed and that there are not taxes due or unpaid, and
that the company is in Good Standing and authorized
to conduct business. A copy of the certificate of
Good Standing issued by the State of Nevada shall be
furnished to the Vendors together with certified
copies of the amendment to the Articles of
Incorporation as filed with the Secretary of State of
Nevada containing the Name Change and Amended Capital
Structure.
7. The parties agree as follows with respect to the period following
the Closing:
a. In case at any time after the closing any
further action is necessary or desirable
to carry out the purposes of this
Agreement, each of the Parties will take
such further action (including the
execution and delivery of such further
instruments and documents) as any other
Party reasonably may request, all at the
sole cost and expense of the requesting
Party.
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b. Vendors shall remain available for consultation at
compensation mutually agreed by the parties for a period
of 180 days following the Closing.
c. Until WASATCH arranges for at least the
full $2,000,000 of capital, WASATCH shall
operate e-PAWN as an independent
subsidiary. WASATCH will not integrate
the assets or funds of the companies. The
current management will continue to
operate e-PAWN subject to review of
WASATCH. WASATCH will not file
consolidated tax returns which include
e-PAWN. WASATCH and Vendor will not cause
any material change in the operations of
e-PAWN for 180 days without their joint
consent.
d. If WASATCH fails to provide all the capital required by
this Agreement, either FHL or SAT may demand the return
of all stock of e-PAWN to FHL solely. The common stock
will be transferred free and clear. e-PAWN shall have no
debt to WASATCH.
8. This Agreement contains the entire agreement between the parties
and may not be changed or modified orally unless reduced to
writing.
9. This Agreement shall be binding upon an inure to the benefit of the
parties, heir, heirs, administrators, executors, assigns, trustee
or other legal representatives.
10. Jurisdiction and venue for purposes of this Agreement
shall vest in the courts of competent Jurisdiction in
Florida. In the event of any litigation arising
under by virtue of this Agreement, the prevailing
party to such litigation, in addition to any other
remedies otherwise allowable by law, shall be
entitled to an award of reasonable attorneys fees and
costs as well as to any other remedies otherwise
allowable by law.
11. All signatories hereto and therefore this Agreement shall be
construed without regard to any presumption or other rule requiring
construction against any party. All parties also acknowledge the
ability and opportunity to have this Agreement reviewed by
independent counsel, of his or her own choosing, prior to signing.
12. If any one or more of the provisions of this
Agreement, or the applicability of any such provision
to a specific situation, shall be held invalid or
unenforceable, such provision shall be modified to
the minimum extent necessary to make it or its
application valid and enforceable, and the validity
and enforce ability of all other provisions of this
Agreement and all other applications of any such
provision shall not be affected thereby.
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13. All notices and other communications under this
Agreement shall be in writing and shall be sent by
Federal Express (or similar overnight service) or by
registered or certified mail, return receipt
requested, postage prepaid, to the addresses and
persons set forth below, or at such other address and
to the attention of such person as directed by the
parties.
14. This Agreement may be signed in multiple
counterparts, all of which, when taken, together
shall constitute one and the same document. This
Agreement and subsequent communication may be signed
an transmitted by facsimile from each party to the
other and shall be deemed valid and binding, provided
hard copy originals are furnished from each party two
the other with in four business days following the
sending of facsimile copies.
IN WITNESS WHEREOF, the parties hereto have set their hands and
seal as of the day and year first above written.
WASATCH INTERNATIONAL CORPORATION
BY:
------------------------
Eli Leibowitz, President
SWISS ARCTIC TRADERS LTD.
BY:
----------------------------------
Its Duly Authorized Representative
FORTUNA HOLDINGS LIMITED
By:
Its Duly Authorized Representative
20
<PAGE>
EXHIBIT B
JONES, JENSEN
& COMPANY, LLC
CERTIFIED ACCOUNTANTS AND CONSULTANTS
April 13, 2000
Securities and Exchange Commission
Washington, D.C. 20549
RE: E-PAWN.COM, INC.
Gentleman:
We agree with the statements made by E-PAWN.COM, Inc. In response to Item 4 of
Form 8-K filed by the Company during April 2000.
Sincerely,
Jones. Jensen & Company
21
<PAGE>
EXHIBIT C ARTICLES OF AMENDMENT OF REGISTRANT
CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
(After issuance of Stock)
WASATCH INTERNATIONAL CORPORATION
Name of Corporation
We the undersigned, Eli Liebowitz, - Officer /Director /President and Mary
Duncan, Secretary of WASATCH INTERNATIONAL CORPORATION do hereby certify,
that the Board of Directors of said corporation, at a meeting duly
convened, held on the 18th January 2000, adopted a resolution to
amend the original articles as follows:
Article I is hereby amended to read as follows:
Name-The name of the corporation hereinafter shall be called "e-PAWN.com Inc.,"
and
Article IV is hereby amended to read as follows:
Capitalisation:
The Corporation shall have the authority to issue 500,000, 000 shares
of common stock $0.001 par value and 100,000,000 shares of Class A.
Preferred Stock par value of $O,l per share. Each share of Class A
Preferred stock shall have 100 votes per share, And shall be entitled
to preference over the common stock holders in the event of a
liquidation of the company. Fully Paid stock of this corporation shall
not be liable for further call or assessment.
The number of corporation's shares outstanding, and entitled to' vote on an
amendment to the Articles of incorporation, is as per the shareholder's record
on this date, a total of 49,132,826 shares was outstanding and the majority
stock holder voting 26,080,100 shares of common stock has consented in
writing by a majority stockholder action taken in lieu of a stockholder's
meeting. The said change(s).and the amendments have between consented to and
approved by a majority vote of the stockholders holding at least a majority of
the common shares outstanding.
By:
\S\ Eli Liebowitz
Eli Liebowitz/President
State of New York
County of New York
On 2/2/2000 personally known to me, a Notary Public
Eli Liebowitz, who acknowledges that they exwcuted the above document.
\S\ Herbert Rodriguez
Herbert Rodriguez
NOTARY PUBLIC,State of New York
No. 01RO4517133
Qualified in Queens County
Commision Expires July 31, 2000
22
<PAGE>
EXHIBIT D
Wednesday February 23, 9:09 am Eastern Time
E-Pawn Inc., Which Will be Acquired by Wasatch International Corp.,
Announces That They Have Entered Into a Letter of Intent With Colonels
International Inc., to Invest Up to $10 Million in E-pawn.Com Inc.
CORAL SPRINGS Fla.--(BUSINESS WIRE)--Feb. 23, 2000--E-Pawn Inc.,
http://www.e-pawn.com and Wasatch International Corp., (OTCBB:WITD - news)
announced that Colonels International Inc., (NASDAQ:COLO - news) have entered
into a letter of intent to invest up to $10 million in E-Pawn.Com Inc. The
Investment will be by the exchange of up to 1 million shares of Colonels common
for an equal dollar amount of Wasatch common shares. Wasatch International
Corp., has reached an agreement to acquire 100% of E-PAWN INC. Additionally,
Wasatch has granted an option to Colonels to invest up to $100 million over a
five year period, dependent on the growth of E-PAWN.COM and its expansion
capital requirements
Colonels Internationals Chairman, Donald J Williams said, "We are very
excited by the potential of E-PAWN.COM and the potential of its other web sites
to include; UBUYNETWORK.COM, http://www.ubuynetwork.com and E-Pawn's
auction-line http://www.pawnshopauctionline.com, a buy, sell, trade, exchange
and barter site, SwapPage.com, http://www.swappage.com and E-Pawn's storefront
http://www.e-pawn.com with over 3000 interesting items from gifts to imported
clocks, paintings and much more offered for sale online.
He also added, "This investment will give Colonels International Inc. an
investment foothold in the exploding e-commerce sector as well as a strategic
alliance with an e-commerce company that has developed proprietary e-commerce
software designed with simplicity in mind. The target market for this software
is the small to medium size business with limited e-commerce know-how."
Mr. Williamson of Flint, Michigan is a successful entrepreneur and has more
than thirty years of experience in manufacturing, new and used automobile sales
and ownership and operation of pawnshops. He described the E-PAWN.COM business
as one that is user friendly and has the potential to compete with Internet
giants like e-BAY (NASDAQ:EBAY - news) that dominates the online auction
business and Amazon (NASDAQ:AMZN - news), another dominant Internet marketer.
With the financial support of Colonels, E-PAWN.COM plans a rapid global
expansion program.
Wasatch President, Eli Liebowitz commented, "The financial support of
Colonels International coupled with the dynamics of E-Pawn's multi-faceted
business plan will propel our company for rapid growth."
In the terms of the agreement E-PAWN.COM will assist Colonels with its
efforts to market its automobile industry related product range via the Internet
on existing web sites by providing software applications custom designed for
Colonels International marketing needs. Colonels' Rugged liner division,
www.ruggedliner.com and Groundforce www.groundforce.com produce and market a
range of truck accessories including bed liners, suspensions kits, shock
absorbers, coil springs, leaf springs, bumpers, roll pans and other custom items
for the truck enthusiast.
23
<PAGE>
The Private Securities Reform Act of 1995 provides a "safe harbor" for
forward-looking statements. Certain information included in this Press Release
(as well as information included in oral statements or other written statements
made or to be made) contains statements that are forward looking, such as those
relating to consummation of the transaction, anticipated future revenue and
earnings of the companies and success of current product offerings. Such forward
looking information involved important risks and uncertainties that could
significantly affect anticipated results in the future and, accordingly, such
results may differ materially from those expressed in any forward looking
statements.
EXHIBIT E
Thursday February 24, 10:28 am Eastern Time
Wasatch International Corp.
Announces Global Expansion of E-PAWN.com, a Multi-Faceted Internet Portal, Web
Site Designer and Software Developer
TRENTON, N.J.--(BUSINESS WIRE)--Feb. 24, 2000--Wasatch International Corp.
(OTCBB:WITD - news) announced today that it has concluded negotiations for the
global expansion of E-PAWN.com, http://www.e-pawn.com, into several European
markets. E-PAWN.com entered into an agreement to grant exclusive development and
marketing rights for its online auction and barter site and licensing of its
software to Exchequer Investments Ltd., a privately held UK based company who
will develop and operate E-PAWN.com in several European market places, as a
strategic local partner providing working capital, local expertise and
management to launch E-PAWN throughout Europe with the first launch being that
of E-PAWN.UK.com in the United Kingdom.
Wasatch's President, Eli Leibowitz said, "We are optimistic about the
prospects for E-PAWN.com expansion, especially into the UK market place as we
feel the user friendly E-PAWN.com concept will be well received in the UK, a
well developed market place that is no stranger to the auction process, the
conventional auction concept has been an established and successful method of
selling goods and wares for centuries in England, with the great auction houses
Sotherbys and Christie's founded in London have prospered and become household
names in North America and indeed world wide. E-Pawn has created and developed a
multitude of E-Commerce web sites to include: Ubuy Network
http://www.ubuynetwork.com an auction line; http://www.pawnshopauctionline.com,
a buy sell, trade or barter site; http://www.swappage.com a store front with
over 3000 interesting items from gifts to imported clocks, paintings and big
ticket items such as automobiles, yachts, jets, homes and estates, and an array
of art collectibles, coins and such like.
E-Pawn will provide E-PAWN.co.uk with the products it has developed
including a proprietary e-commerce software designed with simplicity in mind.
The target market is the small to medium size business owners with little or no
knowledge of electronic storefront applications but in need of practical
e-commerce solutions. E-Pawn's software is simple to install and the storefront
administration can be controlled by an individual
24
<PAGE>
without any knowledge of basic HTML. The appearance of the storefront is
completely customizable; it can be integrated into an existing web site or used
as a stand-alone site. However, for those requiring a quick solution within a
matter of hours, the standard E-Pawn storefront is supplied ready to use with a
number of variations to include color, font and logos, The software is user
friendly, versatile and cost effective. The software can handle tens of
thousands of products and includes tax and shipping, discounting, e-mail
notification, banner ads, search tools and online transaction verification
modules. The software will be available in six different languages.
E-Pawn's President, Steve Bazsuly said, "Over the past year we have
constructed a strong foundation to build on and look to the new management team
to guide E-Pawn through the new millennium and we welcome this opportunity to
expand e-PAWN.com operations into the UK and will provide ongoing training,
technical support and the software required to drive the UK company, to the same
high standard of service and responsiveness provided on the E-PAWN.com web sites
in the USA."
The Private Securities Reform Act of 1995 provides a "safe harbor" for
forward-looking statements. Certain information included in this Press Release
(as well as information included in oral statements or other written statements
made or to be made) contains statements that are forward looking, such as those
relating to consummation of the transaction, anticipated future revenue of the
companies and success of current product offerings. Such forward looking
information involved important risks and uncertainties that could significantly
affect anticipated results in the future and, accordingly, such results may
differ materially from those expressed in any forward looking statements.
EXHIBIT F
Friday February 25, 8:11 am Eastern Time
Company Press Release
Former Irish Prime Minister, Albert Reynolds, T.D. Joins Wasatch International
Corp.
TRENTON, N.J.--(BUSINESS WIRE)--Feb. 25, 2000--Wasatch International Corp.
(OTCBB:WITD - news), which will acquire E-Pawn Inc., http://www.e-pawninc.com a
multifaceted Internet portal, web site designer and software developer announced
today that former Irish Prime Minister Albert Reynolds T.D. has accepted a
position with the company as an Advisor to the Board of Directors.
Wasatch's President, Eli Liebowitz commented, Mr. Reynolds brings a
tremendous amount of business savvy to the table and will assist E-Pawn in
developing strategies in emerging markets around the world. His years of
accomplishments in business, Government and as a noted humanitarian are
recognized around the world. As Prime Minister Mr. Reynolds leadership helped
launch the International Financial Services Centre, which resulted in 200 new
financial firms establishing business in Ireland. He is recognized as a pioneer
by the Irish Telecommunications system for establishing the five-year
development plan that guided Ireland's telephone system from the worst in Europe
to the best in Europe. We are truly pleased that our company and its
shareholders will have the benefit of the Nobel Peace Prize nominee and
accomplished businessman and world leader."
25
<PAGE>
The Private Securities Reform Act of 1995 provides a "safe harbor" for
forward-looking statements. Certain information included in this Press Release
(as well as information included in oral statements or other written statements
made or to be made) contains statements that are forward looking, such as those
relating to consummation of the transaction, anticipated future revenue of the
companies and success of current product offerings. Such forward looking
information involved important risks and uncertainties that could significantly
affect anticipated results in the future and, accordingly, such results may
differ materially from those expressed in any forward looking statements.
EXHIBIT G
Sunday February 27, 1:02 pm Eastern Time
Company Press Release
Wasatch Rescinds 200 for 1 Reverse Stock Split
TRENTON, N.J.--(BUSINESS WIRE)--Feb, 27, 2000--Wasatch International Corp.
(OTCBB: WITD - news) announced that it has rescinded a previously announced 200
for 1 reverse stock split, due to the "Stellar Performance" of the stock price
since the company disclosed its agreement to acquire E-PAWN.com,
http://www.e-pawn.com an internet portal, software designer and online auction
business.
The company confirmed that the stock dividend and spin off of Caribbean
Holdings International Corp. would proceed as planned. Shareholders will receive
one free share of Caribbean for each share of stock owned, the distribution will
be effective as of February 28th 2000, dividend shares will be issued by Western
States Transfer & Register, Salt Lake City, Utah and are to be mailed as of
March 7th 2000.
Wasatch's President, Eli Liebowitz commented "The Board of Directors action
will afford the company an opportunity to re-evaluate its position in order to
maximize shareholder value. The management believes that the decision to rescind
the 200 for 1 reverse split is in the best interest of shareholders and afford
future investors opportunity to invest in the company at this level."
E-PAWN.com is a multi-faceted portal, software developer and online auction
company that recently announced plans for the global expansion of E-PAWN.com
into several European markets. The expansion program provides for E-PAWN.com,
UBUYNETWORK, http://www.ubuynetwork.com and related online auction and barter
sites, as well as licensing of its software to Exchequer Investments Ltd. a
privately held UK based company. Exchequer will develop and operate E-PAWN.com
in several European market places, with strategic local partners providing
working capital, local expertise and management to launch E-PAWN.com throughout
Europe. The first launch will be E-PAWN.UK.com in the United Kingdom, to be
followed by Germany, France, Italy, Spain, Switzerland, Denmark, Norway, Sweden,
Netherlands and Ireland before year end. The overall objective being to take the
subsidiary companies public in each country.
26
<PAGE>
E-Pawn.com has created and developed a multitude of E-Commerce web sites to
include: UbuyNetwork http://www.ubuynetwork.com an auctionline
http://www.pawnshopauctionline.com, a buy sell, trade or barter site
http://www.swappage.com a store front with over 3000 interesting items from
gifts to imported clocks, paintings and big ticket items
http://www.bigticketworld.com such as automobiles, yachts, jets, homes and
estates, Castles and an array of art collectibles, coins and such like.
Designed with simplicity in mind, the target market for the software
product is the small to medium size business owner with little or no knowledge
of electronic storefront applications, but in need of practical e-commerce
solutions. E-Pawn's software is simple to install and the storefront
administration can be controlled by an individual without any knowledge of basic
HTML. The appearance of the storefront is completely customizable; it can be
integrated into an existing web site or used as a stand-alone site. However, for
those requiring a quick solution within a matter of hours, the standard E-Pawn
storefront is supplied ready to use with a number of variations to include
color, font and logos, The software is user friendly, versatile and cost
effective. The software can handle tens of thousands of products and includes
tax and shipping, discounting, e-mail notification, banner ads, search tools and
online transaction verification modules. The software will be available in
several different languages depending on that particular country's requirements.
The Private Securities Reform Act of 1995 provides a "safe harbor" for
forward-looking statements. Certain information included in this Press Release
(as well as information included in oral statements or other written statements
made or to be made) contains statements that are forward looking, such as those
relating to consummation of the transaction, anticipated future revenue of the
companies and success of current product offerings. Such forward looking
information involved important risks and uncertainties that could significantly
affect anticipated results in the future and, accordingly, such results may
differ materially from those expressed in any forward looking statements.
EXHIBIT H
Tuesday February 29, 11:05 am Eastern Time
Company Press Release
Wasatch International Corp. Announces Name Change to E-Pawn.Com Inc., and
New Ticker Symbol "EPWN" m in several European market places, with strategic
local partners providing working capital, local expertise and management to
launch E-PAWN.com throughout Europe. The first launch will be E-PAWN.UK.com in
the United Kingdom, to be followed by Germany, France, Italy, Spain,
Switzerland, Denmark, Norway, Sweden, Netherlands and Ireland before year end.
The overall objective being to take the subsidiary companies public in each
country.
E-Pawn.com has created and developed a multitude of E-Commerce web sites to
include: UbuyNetwork http://www.ubuynetwork.com an auctionline;
27
<PAGE>
http://www.pawnshopauctionline.com , a buy sell, trade or barter site;
http://www.swappage.com , a store front with over 3000 interesting items from
gifts to imported clocks, paintings and big ticket items
http://www.bigticketworld.com such as automobiles, yachts, jets, homes and
estates, Castles and an array of art collectibles, coins and such like. Designed
with simplicity in mind, the target market for the software product is the small
to medium size business owner with little or no knowledge of electronic
storefront applications, but in need of practical e-commerce solutions. E-Pawn's
software is simple to install and the storefront administration can be
controlled by an individual without any knowledge of basic HTML. The appearance
of the storefront is completely customizable; it can be integrated into an
existing web site or used as a stand-alone site. However, for those requiring a
quick solution within a matter of hours, the standard E-Pawn storefront is
supplied ready to use with a number of variations to include color, font and
logos, The software is user friendly, versatile and cost effective. The software
can handle tens of thousands of products and includes tax and shipping,
discounting, e-mail notification, banner ads, search tools and online
transaction verification modules. The software will be available in several
different languages depending on that particular country's requirements.
The Private Securities Reform Act of 1995 provides a "safe harbor" for
forward-looking statements. Certain information included in this Press Release
(as well as information included in oral statements or other written statements
made or to be made) contains statements that are forward looking, such as those
relating to consummation of the transaction, anticipated future revenue of the
companies and success of current product offerings. Such forward looking
information involved important risks and uncertainties that could significantly
affect anticipated results in the future and, accordingly, such results may
differ materially from those expressed in any forward looking statements.
EXHIBIT I
Sunday March 5, 1:53 pm Eastern Time
Company Press Release
E-Pawn.com Inc. Announces 2 For 1 Stock Dividend
ENGLEWOOD, N.J.--(BUSINESS WIRE)--March 5, 2000--E-Pawn.com Inc.
(OTCBB:EPWN - news) announced today that it will spin off the UBUYNETWORK.COM
Inc. http://www.ubuynetwork.com as a special dividend. Each E-Pawn shareholder
will receive a special stock dividend of 2 newly issued shares of
UBUYNETWORK.COM Inc. to holders of record April 18, 2000.
Eli Leibowitz, E-Pawn's president, stated, "The company had elected to
declare the special dividend to existing shareholders in lieu of a planned IPO.
The board has voted in favor of distributing the newly formed UBUYNETWORK.COM
Inc. stock to its shareholders as a precursor to future UBUYNETWORK ".COM" and
".NET" special dividends."
28
<PAGE>
E-PAWN.com is a multi-faceted portal, software developer and online auction
company that recently announced plans for the global expansion of E-PAWN.com
into several European markets. The expansion program provides for E-PAWN.com,
UBUYNETWORK http://www.ubuynetwork.com and related online auction and barter
sites, as well as licensing of its software to Exchequer Investments Ltd., a
privately held UK based company. Exchequer will develop and operate E-PAWN.com
in several European market places, with strategic local partners providing
working capital, local expertise and management to launch E-PAWN.com
http://www.e-pawn.com throughout Europe. The first launch will be E-PAWN.UK.com
in the United Kingdom, to be followed by Germany, France, Italy, Spain,
Switzerland, Denmark, Norway, Sweden, Netherlands and Ireland before year end.
The overall objective being to take the subsidiary companies public in each
country.
The Private Securities Reform Act of 1995 provides a "safe harbor" for
forward-looking statements. Certain information included in this Press Release
(as well as information included in oral statements or other written statements
made or to be made) contains statements that are forward looking, such as those
relating to consummation of the transaction, anticipated future revenue of the
companies and success of current product offerings. Such forward looking
information involved important risks and uncertainties that could significantly
affect anticipated results in the future and, accordingly, such results may
differ materially from those expressed in any forward looking statements.
EXHIBIT J
Thursday March 9, 9:02 am Eastern Time
Company Press Release
E-Pawn.com, Inc. Enters into Agreement to Acquire 1st Company Under
UBUYHOMES.COM
ENGLEWOOD, N.J.--(BUSINESS WIRE)--March 9, 2000--E-Pawn.com, Inc.
(OTCBB:EPWN - news) announced today that it has entered into an agreement to
acquire its first company under UBUY HOMES.com. E-Pawn's plan is to seek out
acquisitions and strategic alliances with other real estate companies throughout
the world. The future acquisitions will be marketed under the UBUY HOMES.com
name and web site.
E-Pawn's President Eli Leibowitz said, "That acquisition is the first of
many acquisitions planned for our UBUY NETWORK marketing and acquisition
program. UBUY HOMES.com will assist the Company in building a real estate
network under the UBUY NETWORK."
E-Pawn previously announced that it will spin off the UBUY Network.com Inc.
as a 2 for 1 special dividend for E-Pawn shareholders of record as of April 18,
2000.
Home Realty and Investment Corp., Inc. which markets itself as Homes Realty
is a rapidly growing full service real estate company established in 1994.
E-PAWN.com is a multi-faceted portal, software developer and online auction
company that recently announced plans for the global expansion of E-PAWN.COM
into several European markets. The expansion program provides for E-PAWN.COM,
UBUYNETWORK, http://www.ubuynetwork.com and related online auction and barter
sites
29
<PAGE>
http://www.pawnshopauctionline.com and http://www.swappage.com as well as
licensing of its software to Exchequer Investments Ltd. a privately held UK
based company. Exchequer will develop and operate E-PAWN.com in several European
market places, with strategic local partners providing working capital, local
expertise and management to launch E-PAWN.COM http://www.e-pawn.com throughout
Europe. The first launch will be E-PAWN.UK.com in the United Kingdom, to be
followed by Germany, France, Italy, Spain, Switzerland, Denmark, Norway, Sweden,
Netherlands and Ireland before year end. The overall objective being to take the
subsidiary companies public in each country.
The Private Securities Reform Act of 1995 provides a "safe harbor" for
forward-looking statements. Certain information included in this Press Release
(as well as information included in oral statements or other written statements
made or to be made) contains statements that are forward looking, such as those
relating to consummation of the transaction, anticipated future revenue of the
companies and success of current product offerings. Such forward looking
information involved important risks and uncertainties that could significantly
affect anticipated results in the future and, accordingly, such results may
differ materially from those expressed in any forward looking statements.
EXHIBIT K
Thursday March 14, 9:08 am Eastern Time
Company Press Release
CeleXx Forms Alliance With E-Pawn.com
Partnership to include $5 Million Investment in CeleXx
BOCA RATON, Fla.--(BUSINESS WIRE)--March 14, 2000--CeleXx Corporation
(OTCBB:CLXX - news), http://www.celexx.com, announced today that it has formed a
strategic alliance with E-Pawn.com Inc. (OTCBB:EPWN - news),
http://www.e-pawn.com, a multi-faceted Internet portal, software developer and
online e-commerce business.
Under the terms of the Strategic Agreement, CeleXx will receive fees from
E-Pawn for providing E-Pawn with certain enterprise-wide management services,
including mergers and acquisition strategies, IT engineering and support
services, web site design and development, and web hosting services. E-Pawn will
provide CeleXx and its subsidiaries with access to its international business
markets and partnering e-commerce opportunities. The strategic alliance also
provides for E-Pawn.com to purchase one million shares of the common stock of
CeleXx Corporation at $5 per share with an option to purchase an additional one
million CeleXx common shares with formula at prevailing market prices over the
next 12 months.
Doug Forde, CeleXx's Chairman and CEO commented: "The confidence E-Pawn has
in CeleXx, as demonstrated by their participation and sharing of services,
provides us with a fast track to expand our business plan. Their investment
funds the acquisition of CMI Inc. (www.cminet.com), a Boston based systems
integrator and VoIP telephony solutions provider, Moore Resource Systems
(www.moorers.com), a Toronto based
30
<PAGE>
AM/FM/GIS graphical information systems solutions provider and Mlink
Technologies, Inc. (www.mlinktech.com), a Dallas based interactive multimedia
solutions provider. In addition, this alliance ensures continued growth and
expansion of our core competencies in our full service solutions company."
Eli Leibowitz, E-Pawn's President commented, "We are impressed by CeleXx's
organization, caliber of management, and the professionalism of their operating
companies and feel strongly that this unique alliance between our two companies
will not only strengthen our own capabilities, but also will provide new
opportunities for expanding the growth of E-Pawn, its UBUY Network
(http://www.ubuynetwork.com), and in the execution of our company's unique
business model."
The CeleXx strategy of developing and acquiring key businesses that deliver
"Corporate Support Solutions" continues to move the company through its growth.
Driven by challenging requirements from Fortune 500 clientele for innovative
solutions in data manipulation and communications applications, CeleXx continues
its quest to merge complimentary technologies. Through its continuing
development, CeleXx will address the seamless integration of CeleXx's
competencies in a move to distinguish the company as an end-to-end solutions
provider. At the same time, the company will continue to build on profitable
experiences in niche market technologies and the natural inclusion of those
cutting-edge services, which form the foundation of its business model.
E-PAWN.com is a multi-faceted Internet portal, software developer and
online e-commerce business. The company recently announced plans to expand its
e-trade services globally and unveiled a plan for expanding E-PAWN.COM, its
UBUYNETWORK (http://www.ubuynetwork.com), and related online e-trade and barter
sites such as http://www.pawnshopauctionline.com and http://www.swappage.com in
Europe.
The Private Securities Reform Act of 1995 provides a "safe harbor" for
forward-looking statements. Certain information included in this Press Release
(as well as information included in oral statements or other written statements
made or to be made) contains statements that are forward looking, such as those
relating to consummation of the transaction, anticipated future revenue of the
companies and success of current product offerings. Such forward looking
information involves important risks and uncertainties that could significantly
affect anticipated results in the future and, accordingly, such results may
differ materially from those expressed in any forward looking statements.
EXHIBIT L
Wednesday March 15, 11:54 am Eastern Time
Company Press Release
E-Pawn.com, Inc. To Spin Off Special 2 for 1 Stock Dividend of UBUYHOMES.com
ENGLEWOOD, N.J.--(BUSINESS WIRE)--March 15, 2000--E-Pawn.com, Inc. (OTCBB:EPWN
- news) http://www.e-pawn.com announced today that it will spin off
31
<PAGE>
UBUYHOMES.com as a special dividend. Each E-Pawn shareholder will receive a
special stock dividend of 2 newly issued shares of UBUYHOMES.com for every share
of E-Pawn stock for holders of record May 1, 2000.
Eli Leibowitz, E-Pawn's President commented, "This spin off of
UBUYHOMES.com is the second stock dividend to be announced since the acquisition
of E-Pawn and is the second of many planned special dividends to be made to
shareholders as the company implements its plan to develop the UBUYNETWORK.com
http://www.ubuynetwork.com brand name and marketing banner."
E-Pawn previously announced that it will spin off a special dividend of the
UBUYNETWORK.com for shareholders of record April 18, 2000. The UBUYNETWORK
consists of over 200 UBUYNETWORK ".COM and .NET" businesses and services.
UBUYNETWORK will continue to develop these web based businesses and to acquire
businesses that can be adapted into the UBUYNETWORK in order to build national
brand recognition of the UBUYNETWORK. The companies plan is to develop the
businesses to the point where each business can be dividend out to existing
shareholders at some time in the future. The special dividend of the
UBUYHOMES.com stock will include the underlying business of Homes Realty, a six
year old Florida based real-estate brokerage company specializing luxury
waterfront homes and who have recently implemented the internet marketing
strategy and affiliation of UBUYNETWORK.com. Upon the spin off of UBUYHOMES.com
the executive management of Homes Realty will provide management leadership to
expand UBUYHOME.com on a national basis as an independent public company
operating as a unit of the UBUYNETWORK.
E-PAWN.com is a multi-faceted portal, software developer and online auction
company that recently announced plans for the global expansion of E-PAWN.COM
into several European markets. The expansion program provides for E-PAWN.COM,
UBUYNETWORK, http://www.ubuynetwork.com and related online auction and barter
sites http://www.pawnshopauctionline.com and http://www.swappage.com as well as
licensing of its software to Exchequer Investments Ltd. a privately held UK
based company. Exchequer will develop and operate E-PAWN.com in several European
market places, with strategic local partners providing working capital, local
expertise and management to launch E-PAWN.COM http://www.e-pawn.com throughout
Europe. The first launch will be E-PAWN.UK.com in the United Kingdom, to be
followed by Germany, France, Italy, Spain, Switzerland, Denmark, Norway, Sweden,
Netherlands and Ireland before year end. The overall objective being to take the
subsidiary companies public in each country.
The Private Securities Reform Act of 1995 provides a "safe harbor" for
forward-looking statements. Certain information included in this Press Release
(as well as information included in oral statements or other written statements
made or to be made) contains statements that are forward looking, such as those
relating to consummation of the transaction, anticipated future revenue of the
companies and success of current product offerings. Such forward looking
information involved important risks and uncertainties that could significantly
affect anticipated results in the future and, accordingly, such results may
differ materially from those expressed in any forward looking statements.
32
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EXHIBIT M
Sunday March 19, 11:02 am Eastern Time
Company Press Release
E-Pawn.com Inc., to Acquire Jewelry Manufacturer
ENGELWOOD, N.J.--(BUSINESS WIRE)--March 19, 2000--E-Pawn.Com Inc.,
(OTCBB:EPWN - news) http://www.e-pawn.com announced today that it has entered
into an agreement to acquire a successful 15 year old Florida based jewelry
manufacturer, O'CON Manufacturing, Inc.
Eli Leibowitz E-Pawn's President remarked, "This acquisition will catapult
E-Pawn.Com into a leading jewelry manufacturer, wholesaler, retailer, "E-Tailer"
and more importantly fits into our UBUYNETWORK business model
http://www.ubuynetwork.com and will be marketed under the UBUYJEWELRY.COM
banner."
Leibowitz also explained, "Don O'Connell, President and CEO of O'Con
Enterprise, Inc. is determined and dedicated to achieve corporate success. His
focus is on manufacturing high-quality marketable jewelry that is competitive
with both foreign and domestic markets. Don has gained attention, consideration
and the respect of Americas leading distributors and manufacturers in the
jewelry industry. His administration ability, knowledge of every facet of
jewelry manufacturing, budgeting and monitoring cost has proven to be
distinctively effective in generating profits. He is V.P. of Jewels By Alexis, a
retail jewelry establishment. He also is managing partner of the Hollywood
Diamond and Jewelry Exchange and Chairman of the Board of Golden Enterprise Inc.
a certified jewelry insurance replacement vendor for companies such as Allstate
and State Farm. Prior to his association with O'Con Enterprise Inc., Don was
V.P. of DBH Jewelry Manufacturing Inc. His responsibilities consisted of
monitoring manufacturing cost, merchandising, product development, buying loose
diamonds and color stones for the company which had a client base of the largest
retailers in the country such as The Home Shopping Network (NASDAQNM:USAI),
Zales (NYSE:ZLC - news), Sterling Jewelry, Service Merchandise (OTCBB:SVCDQ -
news) and many others."
E-PAWN.com is a multi-faceted portal, software developer and online auction
company that recently announced plans for the global expansion of E-PAWN.COM
into several European markets. The expansion program provides for E-PAWN.COM,
UBUYNETWORK, http://www.ubuynetwork.com and related online auction and barter
sites http://www.pawnshopauctionline.com and http://www.swappage.com as well as
licensing of its software to Exchequer Investments Ltd. a privately held UK
based company. Exchequer will develop and operate E-PAWN.com in several European
market places, with strategic local partners providing working capital, local
expertise and management to launch E-PAWN.COM http://www.e-pawn.com throughout
Europe. The first launch will be E-PAWN.UK.com in the United Kingdom, to be
followed by Germany, France, Italy, Spain, Switzerland, Denmark, Norway, Sweden,
Netherlands and Ireland before year end. The overall objective being to take the
subsidiary companies public in each country.
33
<PAGE>
The Private Securities Reform Act of 1995 provides a "safe harbor" for
forward-looking statements. Certain information included in this Press Release
(as well as information included in oral statements or other written statements
made or to be made) contains statements that are forward looking, such as those
relating to consummation of the transaction, anticipated future revenue of the
companies and success of current product offerings. Such forward looking
information involved important risks and uncertainties that could significantly
affect anticipated results in the future and, accordingly, such results may
differ materially from those expressed in any forward looking statements.
EXHIBIT N
Sunday March 19, 6:28 pm Eastern Time
Company Press Release
CeleXx Corporation to Administer and Host E-Pawn.com Inc.'s Web Based
Businesses
BOCA RATON, Fla.--(BUSINESS WIRE)--March 19, 2000--CeleXx Corporation
(OTC:BB CLXX) announced today that it will administer and host E-Pawn Inc.'s
(OTCBB: EPWN - news) web portals and e-business sites.
CeleXx Corporation's (http://www.celexx.com) President, Doug Forde, said,
"We are gratified to accept the administration and hosting of E-Pawn's web
sites, and are pleased that E-Pawn (http://www.e-pawn.com) has selected our
company to handle such a vital part of its e-commerce business. We look forward
to the challenges and responsibilities of this engagement, and to a long and
mutually beneficial relationship with the E-Pawn organization."
CeleXx has assigned the engagement to Computer Marketplace, Inc. (CMI),
which will become a wholly-owned subsidiary of CeleXx after the merger of the
two companies is consummated later this month. CMI will be responsible for
consulting on and co-hosting E-Pawn's worldwide Internet operations, including
its "PawnshopAuctionLine" (http://www.pawnshopauctionline.com) and the myriad
businesses that will be marketed under E-Pawn's Ubuynetwork.Com and
Ubuynetwork.Net web sites.
CMI, located in Tewksbury, Massachusetts, is a sixteen year old company,
founded in 1983, that provides network systems design, engineering, and
telephony to Fortune 500 companies, government agencies and educational
institutions in the US and abroad. CMI customers include America On-Line
(NYSE:AOL - news), Lucent Technologies (NYSE:LU - news), AT&T (NYSE:T - news),
J. C. Penney (NYSE:JCP - news), Bell Canada (NASDAQNM: BCICF), The Prudential
Insurance Companies, the Boston Public Schools, Sprint Corp. (NYSE:FON - news),
IBM Global Services (NYSE:IBM news), USA Group, First USA Bank, and Hewlett
Packard Co. (NYSE:HWP - news), among many others."
Eli Leibowitz, President of E-Pawn.com, Inc. said, "The CeleXx - E-Pawn
alliance involving CMI will provide the tools necessary to successfully run our
complex of Internet and web related businesses."
34
<PAGE>
The Private Securities Reform Act of 1995 provides a "safe harbor" for
forward-looking statements. Certain information included in this Press Release
(as well as information included in oral statements or other written statements
made or to be made) contains statements that are forward looking, such as those
relating to consummation of the transaction, anticipated future revenue of the
companies and success of current product offerings. Such forward looking
information involves important risks and uncertainties that could significantly
affect anticipated results in the future and, accordingly, such results may
differ materially from those expressed in any forward looking statements.
EXHIBIT O
STOCK ACQUISITION AND EXCHANGE AGREEMENT
THIS AGREEMENT, dated as of March 21, 2000, is made and entered
into by and among the following Parties:
E-Pawn.com, Inc., a Nevada corporation, formerly
called Wasatch International Corp. and referred to herein as
"EPWN"; and,
Colonels International, Inc., a Michigan corporation, principal
office Tecumseh, Michigan and referred to herein as "COLO."
RECITALS
WHEREAS, EPWN is a diversified internet services company with
multi-dimensional capabilities as a portal, e-commerce software and program
developer, and with online auction and marketing expertise which desires to
expand its business interests through strategic alliances and investment; and
WHEREAS, COLO is a diversified manufacturer of products for the
automobile and truck industry and the owns and markets athletic, entertainment
and motor sports venues in the Midwest; and
WHEREAS, Shareholders of each company desire to promote the
strategic alliance between EPWN and COLO by COLO acquiring all of the
outstanding shares of EPWN on a share for share basis; and
WHEREAS, the Board of Directors of EPWN has approved this
transaction and has performed its due diligence to confirm the intent of EPWN
to close the transaction, and it will recommend acceptance of the tender for
all the shares..
NOW, THEREFORE, in consideration for the promises and actions to be
taken as provided herein, EPWN and COLO agree as follows:
1. BASIC TRANSACTION. COLO will acquire all of the outstanding
shares of EPWN by exchanging one share of common stock of COLO for each share
of EPWN. The transaction will be structured in a way acceptable to the Boards
of each company which will allow for the most tax efficient basis for the
shareholders and the companies.
35
<PAGE>
2. CORPORATE GOVERNANCE. The post-closing board of COLO shall be
reorganized to provide that directors nominated by EPWN shareholders shall
form the majority of the directors.
3. REPRESENTATIONS AND WARRANTIES. EPWN and COLO represent and
warrant the following:
a. Each Party is familiar with the business and affairs of
the other Party, and each Party has had the opportunity
to ask any question of the officers of the other that
the Party deems necessary for the purpose of making an
informed investment recommendation.
b. Each Party understands and has conducted an independent
review evaluating the merits and risks of an investment
in the shares of COLO, including the tax consequences of
the exchange and investment.
c. Each Party understands that no agency has rendered any
finding relating to the fairness of the transaction.
4. REGISTRATION RIGHTS. The shares of COLO and the transactions in
the shares offered for the exchange provided in this Agreement will be
registered with the Securities & Exchange Commission and the appropriate blue
sky authority. COLO will use its best efforts to effect the registration under
the Securities Act. All costs will be paid by the issuer, but any selling
costs will be borne by the selling shareholder.
5. PRE-CLOSING COVENANTS. The Parties agree as follows with respect
to the period between the execution of this Agreement and the Closing:
a. Each of the Parties will use its
reasonable best efforts to take all action
and to do all things necessary in order to
consummate and make effective the
transactions contemplated by this
Agreement. COLO agrees to submit the
acquisition to a vote of its shareholders
at the Annual Shareholder Meeting set for
May 10, 2000, and COLO will submit the
acquisition to the shareholders in the
proxy statement filed for this meeting.
b. EPWN will cause its shareholders to vote to approve the
transaction by consent and through a proxy statement
filed for action on May 10, 2000.
c. EPWN and COLO will not take any action or enter into any
transaction outside the ordinary course of business for
the respective company.
36
<PAGE>
d. EPWN and COLO shall grant to representatives of each
company full access at all reasonable times to their
books, records, property and personnel for the purpose
of concluding a due diligence review.
e. None of the Parties will solicit, initiate, or encourage
the submission of any proposal or offer from any person
not a party to this Agreement relating to the
acquisition and exchange contemplated by this Agreement.
f. No Party shall issue any press release or make any
public announcement relating to the subject matter of
this Agreement without the written approval of the other
Party.
6. CONDITIONS TO OBLIGATION TO CLOSE. The obligation of any Party
to consummate the transactions to be performed by it in connection with the
Closing is subject to satisfaction of the following conditions:
a .The representations and warranties contained in a
definitive agreement entered into between the parties
that shall be submitted in the proxy statement shall be
true and correct in all material respects as of the
Closing.
* All actions have been taken by each Party
in connection with the consummation of the
transactions contemplated hereby and all
certificates, opinions, instruments and
other documents required to effect the
transactions are satisfactory in form and
substance to the Parties.
c. The Boards of Directors of COLO and EPWN and their
respective counsel have approved the transactions.
7. CLOSING. The closing of the transactions contemplated by this
Agreement shall take place in the offices of COLO in Tecumseh, Michigan or
such other place as the Parties may agree. The closing shall occur as soon a
practicable after the approval of the transaction by the shareholders on May
10, 2000.
8. EXPENSES AND BROKERS. Each Party shall bear his or its own costs
and fees incurred in connection with this Agreement. No Party has an
obligation to pay any broker or finder in connection with the transactions
associated with the exchange of shares.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of
the date first written above.
37
<PAGE>
E-PAWN.COM, INC. COLONELS
INTERNATIONAL,
INC.
By-------------------------- By--------------------------
Eli Liebowitz Patsy Williamson,
Chair
EXHIBIT O-1
Wednesday March 22, 10:06 am Eastern Time
Company Press Release
E-Pawn.Com Inc., To Merge With Colonels International Inc., a NASDAQ Listed
Company!
ENGELWOOD, N.J.--(BUSINESS WIRE)--March 22,2000--E-Pawn.Com Inc.,
(OTCBB:EPWN - news) http://www.e-pawn.com announced today that it has reached an
agreement to merge with The Colonels International Inc. (Nasdaq:COLO - news)
http://www.colonelsintl.com on a share for share exchange. The closing of the
transaction shall take place as soon as practicable after the approval of the
transaction by the shareholders of COLO at a meeting scheduled to be held at
Tecumseh, Mich. on May 10, 2000.
Eli Leibowitz, E-Pawn's President, explained, "The basic transaction is as
follows: COLO will acquire all the outstanding shares of EPWN by exchanging one
share of common stock of COLO for each share of EPWN. The transaction will be
structured in a way acceptable to the Boards of each company." Leibowitz also
added, "The Colonels will be the surviving company and will change its name to
E-Pawn.com Inc."
COLO'S Chairman Donald J. Williamson said, "The merger signifies a major
milestone and turning point for both companies and their shareholders. COLO'S
financial strength and entrenchment in the market should allow for rapid
expansion of the E-Pawn business model."
E-Pawn.Com Inc. is a multi-faceted portal, software developer and online
auction company that recently announced plans for the global expansion of
E-PAWN.COM into several European markets. The expansion program provides for
E-PAWN.COM, UBUYNETWORK, http://www.ubuynetwork.com and related online auction
and barter sites http://www.pawnshopauctionline.com and http://www.swappage.com
Colonel's International, Inc. is a holding company for The Colonel's Truck
Accessories, Inc. The Colonel's Rugged Liner Inc., and The Colonel's Brainerd
International Raceway, Inc. COLO'S related web sites are7 as follows:
http://www.ruggedliner.com http://www.groundforce.com.
The Private Securities Reform Act of 1995 provides a "safe harbor" for
forward-looking statements. Certain information included in this Press Release
(as well as information included in oral statements or other written statements
made or to be made) contains statements that are forward looking, such as those
relating to consummation of the transaction, anticipated future revenue of the
companies and success of current product offerings. Such forward looking
information involves important risks and uncertainties that could significantly
affect anticipated results in the future and, accordingly, such results may
differ materially from those expressed in any forward looking statements.
38
<PAGE>
EXHIBIT P
WEDNESDAY March 29, 4:04 pm Eastern Time
Company Press Release
E-Pawn.com and Its UBUYNETWORK.COM Unit Announce Marketing Agreement for
Its UBUYTIMESHARE.COM Website to Market 65 Hotels Located in China as Timeshares
ENGLEWOOD, N.J.--(BUSINESS WIRE)--March 29, 2000--E-Pawn.com, Inc.
(OTCBB:EPWN - news; http://www.e-pawn.com) announced the launch of
UBUYTIMESHARE.COM. (http://www.ubuynetwork.com/timeshare.htm) UBUYTIMESHARE.COM
reached an agreement with joint venture partners Silverhawk Development Company
and Yunan Tobacco Company, a multi-billion dollar conglomerate involved in
tobacco, hotels, and travel in China, to market vacation ownership units in 65
hotel properties of Yunan Tobacco.
Noting that the vacation ownership industry in the USA is a $8 billion
annual business, and that hospitality leaders, Marriott (NYSE:HMT - news) Hyatt,
Hilton (NYSE:HLT - news), Disney (NYSE:DIS - news), Four Seasons and
Ritz-Carlton, who once shunned the vacation ownership or timeshare market, are
now embracing what has become the fastest growing and most lucrative segment of
the hospitality and travel industry. UBUYNETWORK.COM and E-Pawn.com will launch
an aggressive marketing campaign to market the timeshare units via the Internet.
The Chinese hospitality group has taken note of the recent events and
popularity of the vacation ownership business in the USA, and it has determined
to maximize the return on its investment by converting to vacation ownership 65
of its most suitable properties for sale as timeshare. The 65 properties are
located in Yunan Province China and represent approximately 50,000 timeshare
unit weeks with a market sales value in excess of $2 billion, representing one
of the largest vacation club inventories in the world.
UBUYTIMESHARE.COM will market the vacation units online via the Internet,
allowing the buyer to view the products and facilities by taking a virtual tour
of the properties. After selecting a unit, the entire sales process may be
completed online by the payment of a down payment by major credit card and
financing for the balance of the purchase price is available. UBUYTIMESHARE.COM
believes that these vacation ownership units will be attractive to purchasers
who have regularly visited Las Vegas and Orlando as well as other popular
vacation resort areas, and who may be interested in the Chinese culture and the
experience of a vacation that will broaden their horizons.
39
<PAGE>
The vacation ownership units will be marketed under the Sun Vacation Club
brand name, a brand developed by Sun Development Company, N.V., an Aruba based
industry pioneer, with 27 years of experience in the development, management and
marketing of vacation ownership projects having among its successes the world
famous Aruba Beach Club, Casa del Mar, Costa Linda Beach Club and Playa Linda
Beach Club with more than 25,000 predominately American families having
purchased a vacation ownership unit.
Von Batesol, the Chairman of Silverhawk Development Company, commented that
"the combination of expertise of Sun Development Company of Aruba and the
Internet marketing platform provided by UBUYTIMESHARE.COM will provide
Silverhawk Development with the opportunity to market its China product to
buyers world-wide, by offering a product that is backed by the 27 year tract
record of Sun Development and the UBUYNETWORK.COM giving the buyer the
confidence and convenience of shopping online without the typical high pressure
sales tactics common in the industry." He noted that "the UBUYTIMESHARE.COM
marketing strategy would expose the product to more than 150 million potential
online consumers, while drastically reducing the cost of traditional marketing
methods, that represent 38 to 40% of the sales costs. The savings in marketing
costs will enable the Sun Vacation Club to offer competitive pricing and better
bottom line profits for the developer.
UBUYTIMESHARE.COM will offer introductory memberships of Sun Vacation Club
from as little as $500 down and installments of $200 per month. The vacation
units will be available online by June 1st, and preliminary information will be
available on the UBUYTIMESHARE.COM web site.
The Private Securities Reform Act of 1995 provides a "safe harbor" for
forward-looking statements. Certain information included in this Press Release
(as well as information included in oral statements or other written statements
made or to be made) contains statements that are forward looking, such as those
relating to consummation of the transaction, anticipated future revenues of the
companies and success of current product offerings. Such forward looking
information involves important risks and uncertainties that could significantly
affect anticipated results in the future and, accordingly, such results may
differ materially from those expressed in, any forward looking statements.
EXHIBIT Q
RESIGNATION LETTERS OF DIRECTORS
December 1, 1999
To: Eli Leibowitz
President of Wasatch
289 Studing Road
Inglewood, NJ,.'07631
As of December 1,1999, 1 Vaughan Dabbs hereby tend to my resignation effective.
immediately as director of Wasatch International. I also confirm that I will
accept the nomination to serve on the Board of Caribbean International Corp.
Sincerely,
Vaugharl Dabbs,, DC
40
<PAGE>
Spine & Rehabilitation Cetiters of America, Inc.
MULTIDISCIPLINARY, MUSCULOSKELETAL HEALTHCARE
2-16-00
Eli Leibowi
Dear Eli,
I amwriting to formally resign my board position from Wasatch International
Corporation as agreed in the January 26th board minutes
SINCERELY,
/S/ David D. leger D.C.
David D. Leger D.C.
41
<PAGE>
26 January 2000 23:58 Anne M E. Grayling 01892 541756
To: Eli Leibowtz President of Wasatch International Corp
Friday , 20 january 2000
I hereby tender my resignation with immediate effect as Director of Wasatch
International Corp and confirm that I will accept the nomination to serve on the
Board of Caribbean Holdings International Corp.
By: /s/Anne ME Greyling
Anne ME Grayling
