<PAGE 1>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB/A
[X] Quarterly Report under Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the fiscal quarter ended November 30, 1996
------------------
Commission file number 0-17642
CREATIVE LEARNING PRODUCTS, INC.
(Name of small business issuer as specified in its charter)
New Jersey 22-2930106
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
150 Morris Avenue, Suite 205, Springfield, NJ, 07081
(Address of principal executive offices)
(201) 467-0266
(Issuer's telephone number)
Check whether the issuer: (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past
12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
----- -----
As of January 17, 1997, 18,258,467 shares of the Common Stock
were outstanding.
<PAGE 2>
CREATIVE LEARNING PRODUCTS, INC. AND SUBSIDIARIES
Form 10-QSB/A Index
November 30, 1996
PART I
------
Page
Item 1. Financial Statements (Unaudited): Number
------
Consolidated Balance Sheet at November 30, 1996 3
Consolidated Statements of Operations for the
quarters ended November 30, 1996 and 1995 5
Consolidated Statements of Operations for the
six months ended November 30, 1996 and 1995 6
Consolidated Statements of Cash Flows for the
six months ended November 30, 1996 and 1995 7
Notes to Financial Statements 8
Item 2. Management's Discussion and Analysis
or Plan of Operations 12
PART II
-------
Item 1. Legal Proceedings 15
Item 2. Changes in Securities 15
Item 3. Defaults Upon Senior Securities 15
Item 4. Submission of Matters to a Vote of
Security Holders 15
Item 5. Other Information 15
Item 6. Exhibits and Reports on Form 8-K 15
Signatures 18
<PAGE 3>
CREATIVE LEARNING PRODUCTS, INC. AND SUBSIDIARIES
Consolidated Balance Sheet
November 30, 1996
(Unaudited)
ASSETS
Current Assets:
Cash $ 112,726
Accounts receivable - net of allowance
for doubtful accounts of $5,257. 403,910
Inventories 68,840
Receivable from officers 151,687
Prepaid expenses and other current
assets 623,995
-----------
Total current assets 1,361,158
-----------
Property and Equipment:
Land 2,410,452
Construction in progress 554,331
Machinery and equipment 83,137
Furniture and fixtures 29,672
-----------
3,077,592
Less accumulated depreciation 83,636
-----------
Property and equipment-net 2,993,956
-----------
Other Assets:
Investment in gaming projects, net of
reserve of $459,953 13,617
Intangibles, net of accumulated amortization
of $492,593 526,578
Miscellaneous 9,890
----------
Total other assets 550,085
----------
$4,905,199
----------
----------
See Notes to Unaudited Consolidated Financial Statements.
<PAGE 4>
CREATIVE LEARNING PRODUCTS, INC. AND SUBSIDIARIES
Consolidated Balance Sheet
November 30, 1996
(Unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Current maturities of long-term debt $ 128,055
Short-term notes payable 41,652
Accounts payable 453,769
Accrued expenses and other current
liabilities 239,861
------------
Total current liabilities 863,337
------------
Long-term Debt:
Long-term debt, less current maturities
of $128,055 897,464
------------
Stockholders' Equity:
12% Cumulative redeemable preferred stock
(2,000,000 shares authorized): Series B,
par value $1.00; issued and
outstanding: none --
Common stock, no par value; authorized:
25,000,000 shares; issued and
outstanding: 17,462,467 shares 18,358,975
Additional paid-in capital 3,172,141
Accumulated deficit (18,386,718)
------------
Total stockholders' equity 3,144,398
------------
$ 4,905,199
------------
------------
See Notes to Unaudited Consolidated Financial Statements.
<PAGE 5>
CREATIVE LEARNING PRODUCTS, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
(Unaudited)
Quarter Ended November 30,
--------------------------
1996 1995
---- ----
Net sales $ 119,022 $ 543,384
Cost of goods sold 38,275 285,486
--------- ---------
Gross profit 80,747 257,898
--------- ---------
Selling expenses 21,554 216,304
General and administrative expenses 699,494 471,337
Reserve for gaming projects 126,342 (108,745)
Warrant exercise and
debt conversion expense 250,000 476,293
Interest expense 27,120 9,269
--------- ---------
1,124,510 1,064,458
--------- ----------
Net loss from operations (1,043,763) (806,560)
Gain on disposal of assets 211,983 --
--------- -----------
Net loss $(831,780) $(806,560)
---------- ----------
---------- ----------
Net loss per share $(.05) $(.08)
------ ------
------ ------
See Notes to Unaudited Consolidated Financial Statements.
<PAGE 6>
CREATIVE LEARNING PRODUCTS, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
(Unaudited)
Six Months Ended November 30,
-----------------------------
1996 1995
---- ----
Net sales $ 246,196 $ 906,577
Cost of goods sold 95,566 435,187
--------- ---------
Gross profit 150,630 471,390
--------- ---------
Selling expenses 55,623 315,997
General and administrative expenses 1,192,551 938,400
Reserve for gaming projects 182,127 (34,392)
Warrant exercise and
debt conversion expense 250,000 518,854
Interest expense 54,878 30,266
--------- ---------
1,735,179 1,769,125
--------- ---------
Net loss from operations (1,584,549) (1,297,735)
Gain on disposal of assets 211,983 --
------------ ----------
Net Loss $(1,372,566) $(1,297,735)
------------ ------------
Net loss per share $(.09) $(.13)
------ ------
------ ------
See Notes to Unaudited Consolidated Financial Statements.
<PAGE 7>
CREATIVE LEARNING PRODUCTS, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Unaudited)
Six Months Ended November 30,
-----------------------------
1996 1995
---- ----
Cash flows from operating activities:
Net loss $(1,372,566) $(1,297,735)
------------ ------------
Adjustments to reconcile net loss
to net cash used in operating
activities:
Depreciation and amortization 122,750 130,116
Reserve for gaming projects 182,127 (34,392)
Warrant and debt
conversion expenses 292,600 518,854
Gain on disposal of assets (211,983) --
Changes to operating assets and
liabilities:
Accounts receivable 29,717 (156,217)
Inventories (36,726) 4,994
Prepaid expenses and other
current assets (440,999) (10,135)
Accounts payable (157,919) 201,620
Accrued expenses and other
current liabilities 119,494 145,423
--------- ---------
Total adjustments (100,939) 800,263
--------- ---------
Net cash used in operating
activities (1,473,505) (497,472)
----------- ----------
Cash flows from investing activities:
Increase in gaming projects (195,744) (356,806)
Additions to property and equipment (554,331) (7,200)
----------- ----------
Net cash used in investing
activities (750,075) (364,006)
----------- ----------
Cash flows from financing activities:
Repayment of short-term borrowings (33,763) (22,390)
Proceeds from short-term borrowings 75,415 625,000
Repayment of long-term debt (46,956) --
Proceeds from issuances of stock 1,800,000 434,590
---------- ---------
Net cash provided by
financing activities 1,794,696 1,037,200
---------- ---------
Net increase (decrease) in cash (428,884) 175,722
Cash at beginning of the period 541,610 122,249
---------- ---------
Cash at end of the period $ 112,726 $ 297,971
---------- ----------
---------- ----------
Supplemental disclosure of cash
flow information:
Cash paid during the period
for interest $ 56,052 $ 5,833
--------- ----------
--------- ----------
Supplemental schedule of non-cash
financing activities:
Debt and other liabilities
converted to Common Stock $511,684 $1,979,261
-------- ----------
-------- ----------
See Notes to Unaudited Consolidated Financial Statements.
<PAGE 8>
CREATIVE LEARNING PRODUCTS, INC. AND SUBSIDIARIES
Notes To Consolidated Financial Statements
November 30, 1996
(Unaudited)
Note 1 - Basis of Presentation
Creative Learning Products, Inc. (the "Company") was formed in
August 1988 to provide management and administrative services to
its wholly-owned subsidiaries. The consolidated unaudited
financial statements include the accounts of the Company and its
operating subsidiaries, collectively referred to herein as "CLP".
Significant intercompany accounts and transactions have been
eliminated in consolidation.
The operating subsidiaries of the Company sell their products,
consisting of educational videos, books, gaming related items and
children's paper products, through mail order and through
retailers, brokers and distributors. The Company also is
attempting to convert to an entity offering gaming facilities, a
hotel convention center, a theme park, a time sharing facility
and entertainment.
The accompanying unaudited consolidated financial statements
have been prepared in accordance with generally accepted
accounting principles. In the opinion of management of the
Company, all material adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been
made. Results of operations for the quarter and six months ended
November 30, 1996 are not necessarily indicative of the results
which may be expected for any other interim period or for the
year as a whole. To facilitate comparison with the current
periods, certain amounts in the prior periods have been
reclassified.
It is suggested that the unaudited financial statements and
notes thereto in this Report be read in conjunction with the
financial statements and notes thereto in the Company's Annual
Report on Form 10-KSB for the fiscal year ended May 31, 1996 (the
"Form 10-KSB"), which was previously filed.
The Company's accompanying consolidated financial statements
have been prepared on a going concern basis which contemplates
continued future revenues from operations and proceeds from sales
of debt and equity securities and the exercise of warrants and
options. Management of the Company believes the sales from
continuing operations, together with its ability to raise
additional capital, will provide sufficient cash for the Company
to meet its operating requirements for the year ending May 31,
1997 ("fiscal 1997").
Note 2 - Gaming Projects and Other Activities
CLP purchased, on November 13, 1996, a vessel for the purpose
of converting it into an offshore gaming vessel. CLP plans to
utilize the vessel for gaming cruises originating in Florida
and/or New York. CLP is currently evaluating sites to determine
where the vessel, when operational, will be docked. CLP is in the
initial stages of refurbishing the vessel. The purchase and
refurbishing costs incurred through November 30, 1996 have been
recorded as Construction in Progress in the amount of $554,331.
<PAGE 9>
CLP owns 756 acres in Christian County, Missouri, along the
main highway between Springfield, Missouri and Branson, Missouri
(the "Christian County Site"). Management is of the opinion that
the Christian County Site can be used for a time sharing
facility, a theme park, a hotel/convention center and/or other
activities. Based on management's review of the current real
estate market in Christian County, Missouri, management is of the
opinion that the Christian County Site can be resold for an
amount in excess of the aggregate purchase price, and has
retained a real estate broker in an attempt to sell a major
portion of such site.
CLP and the Eastern Shawnee Tribe of Oklahoma (the "Tribe)
entered into a management agreement to develop and operate a
Class A/Class III gaming facility near Seneca, Missouri (the
"Seneca Facility"). Because of a federal circuit court decision
invalidating the statutory right of the Secretary of the Interior
to dedicate land in trust for Native American Indian tribes under
the Indian Reorganization Act, which opinion was reversed on
October 15, 1996, and a then pending battle for control of the
Tribe, with one of the issues being the management agreement with
CLP, CLP had suspended any further action by it with respect to
the Seneca Facility. Depending on developments, the Company will
review whether it will attempt to proceed with the Seneca
Facility.
CLP also continues to explore the possibility of opening and
operating other gaming facilities. Consulting and other related
project costs have been reserved and charged to operations in the
amounts of $126,342 and $182,127 for the quarter and six months
ended November 30, 1996, respectively.
Effective November 30, 1996, CLP sold all the assets,
properties, business and goodwill of an operating division of CLP
to a public corporation for 2,000,000 shares of the purchaser's
common stock valued at $100,000 and the assumption by the
purchaser of certain liabilities of such CLP division as of
November 30, 1996.
Note 3 - Issuance of Short-term Debt
During July 1996, the Company entered into unsecured
installment loan agreements with two vendors in the aggregate
principal amount of $76,115 at an average annual interest rate of
10.13%. The balances are due in aggregate monthly installments of
$7,174, including interest, through April 1997.
Note 4 - Long-term Debt
Long-term debt consisted of the following at November 30, 1996:
10% note payable due February 28, 1998 (a) $1,025,519
Less current portion............. 128,055
----------
$ 897,464
----------
----------
___________________________
(a) On February 28, 1996, the Company, as part of its purchase
of property, was issued a 10% mortgage from the sellers in
the principal amount of $1,072,475, with payments of $50,000
<PAGE 10>
(including interest) due every three months and a final
payment of principal and interest due at the end of two
years. The payment due November 29, 1996 was paid December
24, 1996.
Note 5 - Common Stock
Per share amounts are based upon the weighted average Common
Stock shares outstanding of 16,920,827 and 15,378,249 for the
quarter and six months ended November 30, 1996, respectively, and
10,684,948 and 10,155,701 for the quarter and six months ended
November 30, 1995, respectively. Losses per share of Common Stock
were computed by dividing the corresponding loss for each period
by the weighted average number of shares of Common Stock
outstanding for each period. Common stock equivalents are not
included because the effect would be anti-dilutive. Fully diluted
computations are not shown because all potentially dilutive
securities would have an anti-dilutive effect on per share
amounts.
In June 1996, the Company issued to an individual for services
rendered 50,000 shares of the Common Stock and a Common Stock
purchase warrant expiring June 11, 2001 to purchase 50,000 shares
of Common Stock at an exercise price of $1.50 per share.
On June 27, 1996, the Company issued and a creditor accepted
47,000 shares of the Common Stock in satisfaction of outstanding
debt of $63,296 as of May 31, 1996.
On August 7, 1996 the Company issued to an officer of the
Company, as consideration for the officer's services in securing
gaming opportunities for CLP and as part of an employment
agreement dated as of September 25, 1996, a Common Stock purchase
warrant expiring August 6, 1999 to purchase, commencing February
7, 1997, 1,500,000 shares of the Common Stock at $.75 per share.
On August 7, 1996, the Company entered into a consulting
agreement with an individual, which modified a previous agreement
dated April 16, 1996. A separate consulting agreement dated April
16, 1996 with a second individual, which included a Common Stock
purchase warrant expiring April 15, 1999 to purchase 2,000,000
shares of the Common Stock, was canceled. The terms of the
modified consulting agreement were for the individual to perform
financial, public relation and gaming related consulting services
for a period of two years at a cost of $400,000 and included the
issuance of Common Stock purchase warrants expiring April 16 and
August 6, 1999, respectively, to purchase, both commencing
February 7, 1997, 2,000,000 and 1,000,000 shares, respectively,
of the Common Stock both at $.75 per share. The individual also
exercised his warrant expiring April 15, 1999 to purchase
1,000,000 shares of the Common Stock at an exercise price of $.75
per share for gross proceeds of $750,000. The individual retained
$400,000 in accordance with his consulting agreement and the
Company received net proceeds of $350,000. On October 7, 1996,
the individual exercised his warrant expiring April 16, 1999 as
to 500,000 shares of the Common Stock after the Company waived
the prohibition on exercise and lowered the exercise price to $.25 per share
for such shares, the proceeds of which were
received by the Company on November 30, 1996 as to $50,000 and on
December 17, 1996 as to $75,000.
On August 22, 1996, the Company, pursuant to Regulation S under
the Securities Act, sold to three non-"U.S. persons" in "off-
shore transactions", for gross proceeds of $500,000, 1,000,000
shares of the Common Stock.
<PAGE 11>
On September 4, 1996, the Company, pursuant to Regulation S
under the Securities Act, sold to a non-"U.S. person" in an "off-
shore transaction", for gross proceeds of $600,000, 1,200,000
shares of the Common Stock and issued a Common Stock purchase
warrant expiring September 2, 2001 to purchase 1,000,000 shares
of the Common Stock at an exercise price of $1.00 per share. The
Company paid a private placement fee of $100,000 to an agent for
this offering.
On October 10, 1996, the Company issued 100,000 shares of the
Common Stock to a creditor for outstanding debt and anticipated
future services.
On November 27, 1996, the Company issued and a creditor
accepted 206,991 shares of the Common Stock in satisfaction of
outstanding debt of $206,991 due to the creditor as of May 31,
1994.
During the six months ended November 30, 1996, the Company
issued 46,093 shares of the Common Stock for various services
rendered. The stock was valued at the value of the services
rendered.
Note 6 - Additional Paid-in Capital
Various issuances and exercises of warrants of the Common Stock have
been accounted for to reflect the excess of the then current market
values of the Common Stock over the exercise prices when the warrants
and the Common Stock were issued. This has resulted in increases to
Additional Paid-in Capital and charges to operations in the amount
of $292,600 for the quarter and six months ended November 30, 1996.
Note 7 - Subsequent Events
On December 23, 1996, the Company sold to an investor 100,000
shares of the Common Stock for gross proceeds of $50,000. The
Company also issued to the investor 100,000 shares of the Common
Stock as designee for services rendered to CLP by a relative of
the investor.
On December 26, 1996, an officer of the Company exercised his
warrant expiring August 6, 1999 as to 500,000 shares of the
Common Stock after the Company waived the prohibition on exercise
prior to February 7, 1997 and lowered the exercise price to $.25
per share for such shares.
<PAGE 12>
CREATIVE LEARNING PRODUCTS, INC. AND SUBSIDIARIES
Item 2.
Management's Discussion and Analysis or Plan of Operations
RESULTS OF OPERATIONS
---------------------
The following discussion relates to operations.
SALES
Sales for the quarter and six months ended November 30, 1996
decreased by $424,362 or 78% and $660,381 or 73%, respectively,
as compared with sales for the corresponding prior year periods.
The decreases were principally due to lower sales volume
resulting from a shift in emphasis from marketing current products
to gaming projects.
GROSS PROFIT
The gross profit for the quarter and six months ended November
30, 1996 decreased by $177,151 or 69% and $320,760 or 68%,
respectively, as compared with the gross profit for the
corresponding prior year periods. The decreases were primarily
due to the decreases in sales for the current periods.
SELLING EXPENSES
Selling expenses for the quarter and six months ended November 30,
1996 decreased by $194,750 or 90% and $260,374 or 82%, respectively,
as compared with these expenses in the corresponding prior year periods.
The decreases were principally due to a shift in expenses from marketing
current products to emphasis on potential gaming projects which have
not as yet produced revenues.
GENERAL AND ADMINISTRATIVE EXPENSES
General and administrative expenses for the quarter and six months
ended November 30, 1996 increased by $228,157 or 48% and $254,151 or
27%, respectively, as compared with these expenses in the corresponding
prior year periods. The increases were principally due to financial and
gaming consulting expenses and litigation costsincurred during the current
periods.
RESERVE FOR GAMING PROJECTS
Reserve for gaming projects for the quarter and six months ended
November 30, 1996 increased by $235,087 or 216% and $216,519 or
630%, respectively, as compared with this expense in the corresponding
prior year periods. The increases were principally due to the
adjustment in the prior
<PAGE 13>
periods of Seneca Project costs previously reserved and consulting
and other project costs reserved for during the current periods.
WARRANT EXERCISE AND DEBT CONVERSION EXPENSES
Warrant exercise expense of $250,000 for the quarter and six months
ended November 30, 1996 and debt conversion expense of $476,293 and
$518,854 for the quarter and six months ended November 30, 1995,
respectively, was due to the accounting for issuance of the
Common Stock during the periods to reflect the excess of the then
current market values of the Common Stock over the transaction prices
when issued.
INTEREST EXPENSE
Interest expense for the quarter and six months ended November
30, 1996 increased by $17,851 or 193% and $24,612 or 81%,
respectively, as compared with interest expense for the
corresponding prior year periods. The increases were principally
due to the interest on the mortgage on property purchased in
February 1996.
NAFTA
The North American Free Trade Act does not have a significant
effect on the consolidated operations.
INFLATION
Inflation does not have an impact on the consolidated
operations.
LIQUIDITY AND CAPITAL RESOURCES
The consolidated cash balance decreased for the six months
ended November 30, 1996 by $428,884 resulting in an ending cash
balance of $112,726. The decrease in cash was due primarily to
the purchase of a vessel. During the quarter and six months ended
November 30, 1996, CLP funded its operations principally from the
proceeds received from the sale of equity and debt securities.
The Company had received, as of December 31, 1996, $1,525,000
in gross proceeds from private placements and the exercises of
warrants. The Company also expects to receive additional funds
from private placements and the exercises of other warrants and
options during the balance of fiscal 1997. On January 13, 1997,
the Company filed a registration statement under the Securities
Act of 1933, as amended, which relates to the resale of the
underlying shares of Common Stock to be issued upon the exercise
of many of these warrants and options which may encourage
exercise by the holders when the registration statement is declared
effective. However, there can be no assurance as to when, if at
all, and in what amounts these warrants and options may be
exercised, especially in view of the current market prices for
the Common Stock. As a result of these sources of funds the
Company believes that it has sufficient resources to fund its
operations, including those related to the gaming projects, for
<PAGE 14>
at least the balance of fiscal 1997. However, there can be no
assurance as to when, if at all, the gaming projects and other
activities will generate sufficient cash flow from operations so
as not to be dependent on additional financing. In addition, to
open and operate all aspects of the gaming projects and other
activities may require additional financing after fiscal 1997,
even if the gaming projects and other activities are then
generating sufficient cash flow from operations to fund CLP's
operating requirements, which is not the current projection.
Should additional financing be required, there can be no
assurance that it will be available or, if available, available
on acceptable terms. See the sections "Branson Project", "Gaming
Vessel Project" and "Other Gaming Projects" in Item 1 to the Form
10-KSB.
As of November 30, 1996 and the date of this filing, there were
no commitments for material capital expenditures other than those
related to the Christian County Site (see the sections "Branson
Project", in Item 1 and the section "Liquidity and Capital
Resources" in Item 6 to the Form 10-KSB). However, the Company
currently estimates that it will require approximately
$15,000,000 to make the gaming vessel (see Note 2 to Unaudited
Consolidated Financial Statements) operational.
CLP expects that the proceeds from the planned sales of equity
securities during the next 12 months will provide adequate funds
to meet operating requirements. There can be no assurance,
however, that CLP will consummate such security sales to meet the
above.
<PAGE 15>
PART II
Item 1. Legal Proceedings.
See Item 3 to the Form 10-KSB for information as to
pending actions by (1) Parker Printing Co. and (2)
Westminster, et al. The Parker Printing Co. action was
settled as of October 11, 1996 and, subsequent to the
period covered by this Report, a settlement has been
reached in the Westminster action.
Item 2. Changes in Securities.
None
Item 3. Defaults Upon Senior Securities.
None
Item 4. Submission of Matters to a Vote of Security Holders.
None
Item 5. Other Information.
None
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
The following exhibits marked with a footnote reference were
filed with a periodic report filed by the Company pursuant to
Section 13 of the Securities Exchange Act of 1934, as amended, or
a registration statement effective under the Securities Act of
1933, as amended (the "Securities Act"), and are incorporated
herein by this reference. If no footnote reference is made, the
exhibit is filed with this Report.
Number Exhibit
1(a) Copy of Management Agreement dated as of October 20, 1995
between Eastern Shawnee Tribe of Oklahoma (the "Tribe")
and Creative Gaming International, Inc. ("CGI"). (1)
1(b) Copy of Option Agreement dated as of November 8, 1995
between the Tribe and CGI. (1)
1(c) Copy of Letter dated December 13, 1995 extending the
option terms of Exhibit 1(b) hereto. (1)
1(d) Copy of Loan Agreement relating to Exhibit 1(a) hereto. (2)
2(a) Copy of Agreement dated February 28, 1996 between Cook
Hollow Company as Seller, and CGI and the Company as
Buyer. (3)
2(a)(1) Promissory Note dated February 28, 1996 from CGI
to Cook Hollow Company is Exhibit B to Exhibit 2(a)
hereto. (3)
2(a)(2) Copy of Future Advance Obligation Wraparound Deed of
Trust dated as of February 28, 1996 between CGI, Gary A.
Powell, as Trustee, and Cook Hollow Company is Exhibit C
to Exhibit 2(a) hereto. (3)
<PAGE 16>
2(a)(3) Copy of Wraparound Mortgage Agreement effective February
28, 1996 between CGI as Borrower, and Cook Hollow
Company, as Lender, is Exhibit D to Exhibit 2(a) hereto. (3)
2(a)(4) Copy of Indemnity Agreement effective February 28, 1996
among CGI and the Company, as Indemnitors and Cook Hollow
Company, as Indemnitee, is Exhibit E to Exhibit 2(a)
hereto. (3)
3(a) Copy of Consulting Agreement dated as of April 16, 1996
by and between the Company and Lee S. Rosen. (4)
3(a)(1) Copy of Common Stock purchase warrant expiring April 16,
1999 issued by the Company to Lee S. Rosen was filed as
Exhibit 4(b)(1) to Exhibit 3(a) hereto. (4)
3(b) Copy of Consulting Agreement dated as of August 7, 1996
by and between the Company and Lee S. Rosen. (5)
3(b)(1) Copy of Common Stock purchase warrant expiring April 16,
1999 issued by the Company to Lee S. Rosen. (5)
3(b)(2) Copy of Common Stock purchase warrant expiring August 6,
1999 issued by the Company to Lee S. Rosen. (5)
4(a) Copy of Employment Agreement dated as of September 25,
1996 by and between the Company and Peter J. Jegou. (6)
4(b) Copy of Common Stock purchase warrant expiring August 6,
1999 issued by the Company to Peter J. Jegou. (6)
5. The Company's Common Stock purchase warrant expiring June
11, 2001 and Common Stock purchase warrant expiring
September 2, 2001 are substantially identical to the form
of Common Stock purchase warrant expiring April 29, 1998
filed as Exhibit 10(d)(1) to the Company's Annual Report
on Form 10-KSB for the fiscal year ended May 31, 1996
except as to the name of the holder, the expiration date
and the exercise price and, accordingly, pursuant to
instruction 2 to Item 601 of Regulation S-K under the
Securities Act are not individually filed.
6. Copy of Agreement dated as of October 18, 1996 by and
among the Company, Kards for Kids, Inc. and Nightwing
Entertainment Group, Inc.
7. Copy of Purchase and Sale Agreement dated as of October
__, 1996 by and among Jerry Ward Cars, Inc., Edward
Lockel, Jim's Truck and Equipment, Inc., and Creative
Gaming International, Inc.
_______________________
(1) Filed as an exhibit to the Company's Quarterly Report on
Form 10-QSB for the quarter ended November 30, 1995 and
incorporated herein by this reference.
(2) Filed as an exhibit to the Company's Annual Report on
Form 10-KSB for the fiscal year ended May 31, 1996 and
incorporated herein by this reference.
(3) Filed as an exhibit to the Company's Quarterly Report on
Form 10-QSB for the quarter ended February 29, 1996 and
incorporated herein by this reference.
<PAGE 17>
(4) Filed as an exhibit to the Company's Registration
Statement on Form S-8 filed on June 7, 1996 and
incorporated herein by this reference.
(5) Filed as an exhibit to the Company's Registration
Statement on Form S-8 filed on October 3, 1996 with
respect to Consulting Agreement dated as of August 7,
1996, and incorporated herein by this reference.
(6) Filed as an exhibit to the Company's Registration
Statement on Form S-8 filed on October 3, 1996 with
respect to Employment Agreement dated as of September 25,
1996, and incorporated herein by this reference.
(b) Reports on Form 8-K
None
<PAGE 18>
SIGNATURES
In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Dated: January 29, 1997
CREATIVE LEARNING PRODUCTS, INC.
By: /s/ PETER J. JEGOU
-------------------
Peter J. Jegou
President and Chief Executive Officer
By: /s/ WALTER J. KRZANOWSKI
-------------------------
Walter J. Krzanowski
Treasurer and Chief Financial Officer
<PAGE E-1>
EXHIBIT INDEX
CREATIVE LEARNING PRODUCTS, INC.
EXIBITS FILED WITH QUARTERLY REPORT ON FORM 10-QSB FOR THE
QUARTER ENDED NOVEMBER 30, 1996
Page
Number Exhibit Number
- ------ ------- --------
6. Copy of Agreement dated as of October 18, 1996 E-2
by and among the Company, Kards for Kids, Inc.
and Nightwing Entertainment Group, Inc.
7. Copy of Purchase and Sale Agreement dated E-7
October __, 1996 by and among Jerry Ward Cars,
Inc., Edward Lockel, Jim's Truck and Equipment
Inc. and CGI.
<PAGE E-2>
AGREEMENT dated as of October 18, 1996, by and among
CREATIVE LEARNING PRODUCTS, INC., a New Jersey corporation
("CLP"), and KARDS FOR KIDS, INC., a New Jersey corporation
("KFK"), each having its principal office at 150 Morris Avenue,
Springfield, New Jersey 07081, NIGHTWING ENTERTAINMENT GROUP,
INC., a Nevada Corporation ("NEG"), having its principal office
at 1000 Universal Studios Plaza, Bldg. 22,
Suite 202, Orlando, Florida 32819.
W I T N E S S E T H:
WHEREAS, NEG desires to acquire from KFK, and KFK desires to
transfer to NEG, all the assets, properties, business and good
will of Congress Entertainment ("CE"), a division of a wholly-
owned subsidiary of CLP, located at 604 Route 611, P.O. Box 845,
Tannersville, Pennsylvania 18372, for the consideration set forth
herein from NEG, which acquisition shall simultaneously include
the assumption by NEG of all liabilities of CE provided in
Schedule "A", all upon the terms and conditions hereinafter set
forth.
WHEREAS, in order to carry out the foregoing objectives,
CLP, KFK, and NEG desire to enter into and adopt this Agreement.
NOW, THEREFORE, in consideration of the premises and the
mutual representations, warrants, and agreements herein
contained, the parties hereto do hereby agree as follows:
1. Assets to be Transferred.
(a) Subject to the terms and conditions set forth herein,
on the Closing Date (as hereinafter defined) KFK shall sell,
assign, transfer and convey to NEG all of the business,
properties, and assets of CH of every kind, nature and
description (real, personal and mixed, both tangible and
nontangible and every interest therein, wheresoever located,
including, with limitation, all rights to the name "Congress
Entertainment" and all other names used by CE in its business,
which assets of CE shall be free and clear of all security
interests, liens, charges and encumbrances, except those
liabilities assumed by NEG as set forth in Section 2(b) hereto
and as shall be set forth on Schedule "A" to be appended hereto
(the "CE Transfer").
2. Consideration for CE Transfer.
(a) On the Closing Date, NEG will cause to be issued and
delivered to CLP, certificates representing 2,000,000 shares of
the Common Stock, par value $.001 (the "NEG Common Stock"), of
NEG.
(b) As further consideration for said assets, NEG and KFK
will execute and deliver at the Closing an Assignment and
Assumption Agreement, in form reasonably satisfactory to
<PAGE E-3>
counsel for CLP, pursuant to which NEG shall assume all of the debts and
obligations of CE that are specifically set forth in Exhibit "A"
to be attached.
(c) All shares of the NEG Common Stock delivered under this
Agreement shall be delivered pursuant to Section 4(2) of the
Securities Act of 1933, as amended (the "Act"), and, accordingly,
may not be transferred unless registered under the Act or there
is an opinion that the shares may be sold pursuant to an
exemption such as Rule 144 pursuant to the Act.
(d) NEG agrees to use its best efforts to register the
shares of the amended Common Stock issued to CLP by the filing of
an appropriate Registration Statement on Form S-1 or such other
forms as may be appropriate under the Act. The Company will
exert its best efforts to obtain effectiveness of such
Registration Statement on or prior to the 200th day after the
closing.
In order to effect the purpose and intent of this
Section 2, NEG shall obtain and deliver at the closing, a letter
signed by Mr. Philip Cohen, President, and/or other principal
shareholders of NEG owning or controlling an aggregate 50.1% or
more of the outstanding voting shares of NEG to the effect that
said registration will be promptly undertaken.
3. The Closing.
The closing of the transactions contemplated by this
Agreement shall take place before October 31, 1996 on such date
as CLP and NEG may agree (the "Closing Date") at 10:00 A.M., at
the offices of CLP or at such other time and place upon which CLP
and NEG hereto may agree.
4. Conditions Precedent.
(a) NEG agrees, before the Closing, to provide CLP with a
copy of the latest draft of NEG's Form 10 or other form
registering the NEG Common Stock pursuant to Section 12(g) of the
Securities Exchange Act of 1934, as amended, and a representation
that NEG will become a reporting company and its shares are
traded on the Nasdaq OTC Bulletin Board system.
(b)(i) CLP agrees to allow NEG and its representatives
reasonable access to CE's financial data and personnel.
(ii) CLP will deliver a full, complete and accurate
schedule A that will disclose all liabilities to be
agreed to and assumed by NEG.
(c) NEG agrees to use its best efforts to reach an
agreement with Charles Staley of CE as it pertains to
the account of Publishers Clearing House.
5. Representations and Warranties.
In order to induce CLP and KFK to execute and perform this
Agreement, NEG does hereby, represent, warrant, and agree (which
representations, warranties, and agreements shall be
<PAGE E-4>
and be designed to be, continuing and survive the execution and delivery
of this Agreement and the Closing Date) as follows:
(a) NEG is a corporation duly organized, validly existing
and in good standing under the laws of the State of Nevada, with
full power and authority, corporate and otherwise, and with all
licenses, permits, certifications, registrations, approvals,
consents and franchises necessary to own or lease and operate its
properties and to conduct its business as such business currently
is being conducted.
(b) NEG has the full power and authority, corporate and
otherwise, to execute, deliver and perform this Agreement and to
consummate the transactions contemplated hereby:
(c) The execution, delivery and performance of this
Agreement by NEG, the consummation by NEG of the transactions
herein contemplated and the compliance by NEG with the terms and
conditions of this Agreement have been duly authorized by all
necessary corporate action.
(d) This Agreement is the valid and binding obligation of
NEG, enforceable in accordance with its terms, subject, as to
enforcement or remedies, to applicable bankruptcy, insolvency,
reorganization, moratorium and other laws affecting the rights of
creditors generally and the discretion of courts in granting
equitable remedies;
(e) At the closing, all of the shares of the NEG Common
Stock to be issued by NEG pursuant to this Agreement shall be
deemed to be duly and validly authorized and, when issued to CLP,
duly and validly issued, fully paid and nonassessable and free
and clear of all federal and state issuance taxes, security
interests, liens, claims, encumbrances and charges, subject to
NEG's obligation to register the shares under the Act.
6. CLPI Representations and Warranties.
In order to induce NEG to execute and perform this
Agreement, CLP does hereby represent, warrant, covenant and agree
(which representations, warranties, covenants and agreements
shall be, and be deemed to be, continuing and survive the
execution and delivery of this Agreement, and the Closing) as
follows:
(a) Each of CLP and KFK is a corporation duly organized,
validly existing and in good standing under the laws of the State
of New Jersey, CLP's shares are publicly traded on the Nasdaq
Small-cap System under the symbol "CLPI" and each of CLP and KFK
has full power and authority, corporate and otherwise, and with
all licenses, permits, certifications, registrations, approvals,
consents and franchises necessary to own or lease and operate its
properties and to conduce its business as currently being
conducted.
(b) Each of CLP and KFK has the full power and authority,
corporate and otherwise, to execute, deliver and perform this
Agreement and to consummate the transactions contemplated hereby,
including the CE Transfer.
<PAGE E-5>
(c) The execution, delivery and performance of this
Agreement by each of CLP and KFK, the consummation by KFK of the
transactions herein contemplated and the compliance by each of
CLP and KFK with the terms of this Agreement have been duly
authorized by all necessary corporate action, and this Agreement
has been duly and properly authorized, executed and delivered by
CLP and KFK.
(d) This Agreement is the valid and binding obligation of
each CLP and KFK, enforceable in accordance with its terms,
subject, as to enforcement or remedies, to applicable bankruptcy,
insolvency, reorganization, moratorium and the other laws
affecting the rights of creditors generally and the discretion of
courts in granting equitable remedies.
7. Notices.
Any and all notices, requests or instructions desired or
required to be given by any party hereto to any other party
hereto shall be in writing, sent by nationally recognized
overnight courier or mailed to the recipient first class, postage
prepaid, certified, return receipt requested at the addresses set
forth in the introductory paragraph hereof or to such other
address as each party may notify the other parties.
8. Amendments.
This Agreement may be amended at any time prior to the
Closing Date by a writing executed by the respective officers of
CLP, KFK and NEG.
9. Governing Law.
This Agreement shall be governed by, and constructed in
accordance with, the laws of the State of New Jersey applicable
to contracts executed and to be fully performed therein and
without regard to principles of conflicts of laws.
10. Effectiveness.
This Agreement shall inure to the benefit of, and be binding
upon, the parties hereto and their respective successors,
transferees, heirs, assigns and beneficiaries.
11. Integration.
This Agreement (including the Exhibits hereto, the documents
and instruments delivered by the parties hereto as herein
provided and any other documents executed and delivered or to be
executed and delivered pursuant to the provisions of this
Agreement as here provided) sets forth the entire agreement among
the parties hereto with respect to the subject matter herein
contained. There are no covenants, promises, agreements,
conditions or understandings, either oral or written, between or
among the parties hereto with respect to the subject matter
hereof except as herein and in such ancillary documents. This
Agreement can only be altered, amended, modified, terminated or
rescinded by a writing executed by the party to be charged.
<PAGE E-6>
12. Counterparts.
This Agreement may be executed in multiple copies, each of
which shall constitute one and the same agreement.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement to be executed as of the date first above written.
CREATIVE LEARNING
PRODUCTS, INC.
Witness:_________________ By:
--------------------------
Peter J. Jegou, President
Dated: October 18, 1996
KARDS FOR KIDS, INC.
Witness: __________________ By:
-------------------------
Peter J. Jegou, President
Dated: October __, 1996
NIGHTWING ENTERTAINMENT
GROUP, INC.
Witness: ___________________ By:
-------------------------
Philip Cohen, President
Dated: October 10, 1996
<PAGE E-7>
PURCHASE AND SALE AGREEMENT
THIS AGREEMENT is made this ___ day of October, 1996 between
JERRY WARD and CARS, INC., of Route 7, Box 516, Conroe, Texas,
EDWARD LOCKEL, of P.0. Box 19681, Houston Texas 77224, and Jim's
TRUCK AND EQUIPMENT, INC., of 3202 Hardrock Road, Grand Prairie,
Texas 75050 all of whom are citizens of the United States of
America and/or are wholly owned by citizens of the United States,
as applicable, (hereinafter jointly and severally, referred to as
the "Seller") and CREATIVE GAMING INTERNATIONAL, INC., a New
Jersey corporation, with offices located at 150 Morris Avenue,
Springfield, New Jersey 07081 (hereinafter referred to as the
"Purchaser").
WHEREAS, the Seller is the owner of M/V Cone Johnson
(hereinafter sometimes referred to as the "Vessel") which is
described as follows:
BUILT: 1950
PLACE BUILT: Galveston, Texas USA
FLAG: United States of America
HOME PORT: Galveston, Texas USA
OFFICIAL No: 259819
GROSS/NET TONS: 797/542
LENGTH/BEAM/DRAFT: 237' 6"/6' '0"/13" 0"
CLASSIFICATION SOCIETY: American Bureau of Shipping
AI River Service (AMS) (vessel
is presently out of class)
WHEREAS, the Seller is desirous of selling M/V Cone Johnson
and the Purchaser is desirous of purchasing M/V Cone Johnson;
IT IS THEREFORE AGREED as follows:
1. PURCHASE PRICE. The Seller hereby agrees to sell M/Y
Cone Johnson to the Purchaser for the Purchase Price of FOUR
HUNDRED SIXTY FIVE THOUSAND AND 00/100 ($465,000.00) DOLLARS.
The Purchase Price shall be paid as follows:
a. $25,000.00 cash presently being
held in the Goldring & Goldring, P.A.
Attorney Trust Account, subject to the
terms and conditions of Term Sheet
previously executed between Seller and
Purchaser and this Agreement; and,
<PAGE E-8>
b. $440,000.00 in certified or wire
transferred funds subject to the terms
of this Agreement.
2. PAYMENT. The Purchase Price shall be paid to the Jim
Jones Attorney Trust Account contemporaneously with the delivery
of the Vessel to the Purchaser. The Purchase Price shall,
however, be held and remain in escrow until the Vessel has left
the waters of the State of Texas; with the Purchaser obligated to
remove the Vessel from said waters with all due diligence and
dispatch. If, however, the Purchaser is reasonably able to
remove the Vessel from said waters, but fails to do so within
forty eight (48) hours of the delivery of the Vessel to it, the
escrowed funds shall be released to the Seller; provided,
however, that the Seller, its agents, employees, representatives
and/or principals have done nothing to prevent, hinder or
otherwise delay the Purchaser's removal of the Vessel from said
waters (including the Seller's failure to remove any and all
liens of any kind from the Vessel and/or any claims of such a
lien).
3. REPRESENTATIONS. a. The Seller represents that the
Vessel includes all tackle, apparel. furniture and equipment,
bunkers and lubricating oils, wherever same may be, including,
but not limited to:
Two Cooper-Bessemer JS-6-T Diesel Electric
Propulsion Engines
All generators
All pumps
All electrical equipment
All propellers
Two magnetic compasses
Two Raytheon 6410 radars
Life saving equipment
Firefighting equipment
All spares
b. The Seller further expressly represents and
warrants that M/Y Cone Johnson was constructed in the United
States of America and that neither its present or any prior
ownership is of such character as to jeopardize or prohibit the
vessel from operating as a United States documented vessel with
coastwise trade endorsement. The Seller shall, in that regard,
provide the Purchaser with a complete, current and up-to-date:
Certificate of Documentation and Certificate of Ownership with
General Index of Abstract of Title within ten (10) days of the
full execution of this Agreement or as soon as possible
thereafter; same shall reflect the ultimate title holder of the
Vessel such that all interim title holders since the Vessel was
owned by the State of Texas (whether they be including within the
definition of the Seller herein or not) are reflected on the
subject documents.
<PAGE E-9>
c. The Seller further represents that:
i. It, and each individual and entity which
is included within the definition of the Seller, has the full
power and legal authority to execute and fully perform this
Agreement;
ii. It has good and marketable title to the
Vessel;
iii. It has or will obtain permission from
any required authority to sell the vessel;
iv. The Vessel will be sold free and clear
of any and all mortgages, liens, bills, encumbrances or claims
whatsoever- (Any such items in relation to M/Y Cone Johnson may
be paid off from the proceeds from this sale.);
v. It shall deliver the Vessel and its inventory at the time
of the closing;
vi. It shall pay any and all taxes, fees, or other charges
assessed against the Vessel or this transaction by any governmental authority
prior to or at the closing, shall hold the Purchaser harmless against any
claims for same and shall provided proof of the payment of same, upon the
request of the Purchaser, no later than ten (10) days after the closing;
vii. It shall hold the Purchaser and the Vessel harmless
and defend same against any and all claims incurred prior to, or
regarding the period prior to, the closing that may impair or adversely
affect the Purchaser's receipt, use and possession of the Vessel,
including its good and absolute title thereto, and to indemnify the
Purchaser and the Vessel and to assume all costs incident to defending
them against any and all such claims, including their reasonable
attorneys fees and costs;
viii. It shall pay all sales and/or use taxes previously, now or
hereafter imposed or assessed upon the Vessel as a result of this
sale, or a prior transfer/sale and/or operations of said Vessel
and to indemnify and hold the Purchaser and the Vessel harmless
from any obligation to pay any such taxes; and,
ix. It shall not claim any ownership or
possessory interest in the Vessel after the completion of the
closing.
d. The Seller makes no representations whatsoever as
to the Vessel's quality, condition, seaworthiness, or fitness for
any particular purpose except as expressly set forth herein.
e. This Paragraph and the representations, warranties and
covenants shall survive the closing.
4. SURVEYS AND TRIALS. a. The Purchaser shall have the
right to perform whatever tests and inspections it deems
necessary or appropriate to determine both the quality of the
Vessel, its tackle, apparel, and equipment and its fitness of the
Purchaser's specific intended purpose (which generally is as an
offshore gaming vessel).
a. The Purchaser agrees that the surveyor(s) it
selects shall be employed and/or retained by it and that as a
condition of said employment/retention all work performed
<PAGE E-10>
shall be for the its account and not, under any circumstances, for the
account of the Vessel or the Seller.
b. All trials shall be at the expense of the
Purchaser. The Vessel shall, however, at all times during the
sea trial be under the care and control of the owner or owner's
captain, or such other qualified person which the Seller may
require to be present, who shall accommodate any and all
reasonable and customary requests by the Purchaser and/or its
agents.
c. All inspections and trials shall be completed
within no later than OCTOBER 29, 1996.
d. The party making the survey and/or trial shall
indemnify and hold the Seller and the Vessel harmless from any
and all damages or claims made as a result of same.
e. The parties shall fully cooperate with each other
both as to the surveying and trialing of the Vessel.
5. ACCEPTANCE OF VESSEL. If the Purchaser, in its sole
and absolute discretion, deter-mines by OCTOBER 29, 1996 that the
Vessel, its tackle, apparel, or equipment is not of the quality
it desires or is not fit for its specific intended purpose, the
Purchaser shall have the option to terminate the transaction
without having any further obligation or liability to Seller. If
the Purchaser does not so notify the Seller of its rejection of
the Vessel then it shall been deemed to have accepted same.
b. If the Purchaser elects to terminate this
transaction on or before OCTOBER 29, 1996 the Purchaser have
returned to it the $25,000.00 being held in escrow, this
Agreement shall terminate and neither party shall have any
further obligation to the other.
c. The Purchaser's acceptance or rejection of the
Vessel shall be made in its sole and absolute discretion.
6. DELIVERY OF VESSEL. The Vessel shall be delivered at
the time of the closing, with all of its tackle, apparel,
furniture and equipment, bunkers and lubricating oils on board,
at the dock where it is was located at the time of the
execution of the Term Sheet-, provided however that it shall be
safely afloat, fully accessible, and with free, clear and readily
navigable access to the open waters of the Gulf of Mexico.
7. CLOSING. The closing shall take place on or before
NOVEMBER 14, 1996 at a time and place to be agreed upon by the
parties. The closing shall be deemed completed upon the
following having occurred:
a. All documents necessary to transfer good and
absolute title to the Vessel have been received by the Purchaser,
including, but not necessarily limited to:
<PAGE E-11>
i. Coast Guard Bill of Sale;
ii. Original Coast Guard Document, Certificate
of Inspection and Abstract;
iii. Quit Claim Bills of Sale from each
individual or entity defined as a Seller herein-, and,
iv. Such other documents and things which are
customarily provided by a Seller to a Buyer in such a
transaction.
b. The Seller's attorney, Jim Jones, Esquire, has
received into his trust account $465,000.00 in certified or wire
transferred funds.
8. RISK OF LOSS. Except as otherwise provided for herein
the Seller shall bear all risk of loss or damage to the Vessel,
or to any person or property on the Vessel, until the closing.
Any damage to the, Vessel subsequent to the acceptance of the
Vessel by the Purchaser shall be repaired by the Seller at the
Seller's sole and absolute expense or Seller shall credit
Purchaser against the Purchase Price an amount equal to the cost
of the repairs, subject however to the reasonable approval by the
Purchaser. If the cost to reasonably repair any such damage
exceeds $50,000.00 the Purchaser shall have the right to
terminate this Agreement in accordance with Paragraph 5 hereof.
If the Vessel becomes an actual, constructive or compromised
total loss before delivery, the monies held in escrow shall be
returned to the Buyer and this Agreement shall be terminated
without cost to either party.
9. DEFAULT. If either party fails or refuses to perform
in accordance with the terms and conditions of this Agreement it
shall be liable to the other party for, among other things, all
of the other party's costs associated with the surveying and
trialing of the Vessel, actual and consequential damages and
attorneys fees and costs. The defaulting party shall also
indemnify and hold the other party harmless for any and all
claims for brokerage commissions, whether actually due and
payable or not. Due to the unique characteristics of each of the
Vessel which is the subject of this Agreement, the parties hereto
agree that they would not be fully compensated by a monetary
award and therefore enforcing this Agreement by way of specific
performance is an appropriate remedy.
10. BROKERAGE. The parties hereto acknowledge that the
only brokers they have utilized in relation to this transaction
are:
Crozier Fox, of Northrup & Johnson
Edward Lockel
Jim's Truck and Equipment, Inc.
Marcon International
The Seller is solely and exclusively obligated to pay it a
commission as is set forth in a separate agreement; same to be
paid out of the escrowed funds which are to be held by the
Seller's attorney
<PAGE E-12>
after same are released from escrow as set forth herein. The
Seller indemnifies and holds the Buyer and the Vessel harmless
for any commissions which may be due in relation to this transaction.
Each party agrees to indemnify and hold the other party harmless
for any claims for a commission, fee or other compensation in
relation to, or in connection with, this transaction. by any
undisclosed broker it utilized, as well as for reasonable attorneys
fees and costs.
11. NO ASSIGNMENT. This Agreement may not be assigned
without the express written consent of the other party.
12. NOTICES. All notices required by, or otherwise given
under, this Agreement must be in writing and transmitted to the
other party overnight or same day via a nationally recognized
courier service such as Federal Express or United Parcel Service
and to their respective attorneys as follows:
As to the Seller:
Mr. Jerry Ward
Route 7, Box 516
Conroe, Texas 77384
Jim Jones, Esquire
130 Catalpa
Lake Jackson, Texas 77566
As to the Purchaser:
Peter Jegou, C.E.O.
Creative Gaming International, Inc.
150 Morris Avenue
Springfield, New Jersey 07081
Eric J. Goldring, Esquire
Goldring & Goldring, P.A.
125 Half Mile Road
Red Bank, New Jersey 07701-6749
(908) 530-5400
and, simultaneously via facsimile transmission to the respective
facsimile numbers noted below:
Seller: (713) 351-7763
Seller's Attorney: (409) 265-2304
<PAGE E-13>
Purchaser: (908) 467-5650
Purchaser's Attorney: (908) 530-0614
All notices shall be deemed effective upon actual receipt and, as
such, confirmation that a notice has been sent via facsimile is
not conclusive that the transmission has, in fact, been received
or that it has been received in sufficiently legible and complete
condition. In the event that a party, or its attorney, does not
receive either the written notice and/or the facsimile
transmission because it either is not available to accept or
receive, or does not accept or receive, same, notice shall be
deemed effective upon depositing same with the nationally
recognized courier service and a documented attempt to transmit
the facsimile copy of same.
13. ENTIRE AGREEMENT. This Agreement embodies the entire
agreement between the parties. Each party agrees that it has not
relied upon any representations made to it other than as is set
forth in this Agreement and the exhibits attached hereto.
14. NO MODIFICATION. This Agreement may only be modified
in writing signed by each of the parties. No purported oral
modification of this Agreement shall be of any force or effect.
IN WITNESS WHEREOF the parties hereto set their hand and
seal on the date first written above.
CREATIVE GAMING INTERNATIONAL, INC., Purchaser
By:_________________ ___________________________
Peter Jegou, C.E.O. JERRY WARD, Seller
CARS, INC., Seller
By:________________________
Jerry Ward, President
JIM'S TRUCK AND EQUIPMENT, INC., Seller
By:__________________________
James Elmore, President
_______________________
EDWARD LOCKEL, Seller
