SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report: (Date of earliest event reported): December 8, 1999
PARKS AMERICA! INC.
----------------------------------------------------
(Exact name of Registrant as specified in its charter)
000-23712
----------------------
(Commission file number)
Nevada 91-1395124
- ------------------------------- ---------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation)
P.O. Box 1400, Eagle, Idaho 83616
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(Address of principal executive offices) (Zip code)
(208) 463-1300
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(Registrant's telephone number, including area code)
Wincanton Corporation
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(Former name or former address, if changed since last report)
1
<PAGE>
Item 1. Changes in Control of Registrant
As a result of the acquisition of Parks America! Inc. and the reverse split
of 1:100, there was a change in control of the Registrant. The following persons
are now the controlling shareholders of the Registrant.
Name No. Of Shares Percentage
- ------------------ -------------- -----------
Robert Klosterman 4,485,861 26.26%
2686 Park Lane
Eagle, ID 83616
Larry Eastland 4,037,450 23.63%
1901 Spanish Bay
Eagle, ID 83616
Item 2. Acquisition or Disposition of Assets
On November 15, 1999, the Registrant acquired 12,000,000 LLC interests of
Northwest Parks LLC, an Idaho Limited Liability Company (the "Company"), such
constituting all of the issued and outstanding LLC interests of the Company in
exchange for 12,000,000 post 1:100 reverse split common stock. None of the
parties to this transaction were related parties.
The Company was formed as a limited liability company on March 28, 1996
under the laws of the State of Idaho for the purpose of constructing, owning and
operating multi-faceted theme parks along with the related entertainment,
retail, hospitality and recreational facilities. Since its inception, the
Company has been in its development stage and has devoted its efforts to the
development of the theme park concept, identifying potential sites, preparing
feasibility and market studies, investigating financial models, raising initial
capital and acquiring the rights to properties that management deemed suitable
for theme park sites.
On March 28, 1996, the Company acquired a 16.67% interest in BW Partners
LLC (BWP) and certain other assets and rights valued at $48,014 (based upon the
amounts recorded by BWP)from a member in exchange for a 25% interest in the
Company. The Company from whom the BWP interest was acquired is a corporation in
which a managing member of the Company held a 20% interest at the time of the
acquisition. On January 8, 1998, the Company acquired the remaining 83.33%
interest in BWP in exchange for an 8.75% interest in the Company.
The Company formed Sweetwater Holdings LLC (SWH) on January 9, 1997, for
the purpose of acquiring approximately 12 acres of land and a dwelling in Canyon
Country, Idaho, known as The Idaho Center property. The Company acquired a 99%
interest in SWH, with the remaining 1% held by a majority member of the Company.
In January 1999, SWH transferred approximately 1.5 acres of the property to the
Company and the Company sold SWH and the remaining approximately 10.5 acres to a
third party.
2
<PAGE>
The Company participated in the formation of Crossroads Convenience Center
LLC (CCC) on June 18, 1998. Based upon the operating agreement, the Company
owned a 10% interest in CCC, after transferring a 15% interest in CCC to an
individual who is a majority member in the Company in partial satisfaction of
interest accrued on a note that was owed to the individual by the Company. The
Company's interest in CCC was acquired in exchange for the 1.5 acres of property
acquired from SWH and certain development costs incurred on CCC's behalf.
In January 1999, the Company, along with its two managing members, formed
Magic Valley Parks LLC (MVP), with the Company acquiring a 98% ownership
interest.
Item 5. Other Events
On December 13, 1999, the Registrant filed Articles of Amendment to its
Articles of Incorporation with the Secretary of State of Washington whereby it:
a) changed its name from Wincanton Corporation to Parks America! Inc.,
and
b) reduced its common share capital from 15,000,000 shares of no par
common stock to 150,000 shares of no par common stock by means of a
100 to 1 reverse stock split.
On December 13, 1999, Messers. Henri Horby and Neil Hornby resigned as
directors of the Company. Elected to serve until the next annual meeting of
shareholders were Messers. Larry Eastland and Robert Klosterman.
On December 13, 2000, the Registrant filed Articles of Amendment to its
Articles of Incorporation with the Secretary of State for the State of
Washington whereby increased its authorized shares of common stock to 30,000,000
and created a par value of $.0001 per share.
Item 7. Financial Statements & Exhibits
a. Financial Statements of Business Acquired
1. Audited Financial Statements of Northwest Parks LLC and
Subsidiaries for the years ended December 31, 1996, 1997 and
1998.
2. Financial Statements of Northwest Parks LLC and Subsidiaries for
the nine months ended September 30, 1999 and 1998.
b. Proforma Financial Information
Because the Registrant disposed of nearly all of its assets and liabilities
in anticipation of the acquisition of Northwest Parks LLC and Subsidiaries, no
proforma financial information is being furnished as the financial information
of Northwest Parks LLC and Subsidiaries would mirror any proforma financial
information.
3
<PAGE>
c. Exhibits
3.1 Articles of Amendement of Wincanton Corporation
3.2 Amended and Restated Articles of Incorporation as filed on March 24,
2000
10.1 Purchase Agreement
21.1 Subsidiaries of the Registrant
4
<PAGE>
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.
PARKS AMERICA! INC.
By: /s/ Larry Eastland
------------------------
Larry Eastland
Date: April 10, 2000
5
<PAGE>
NORTHWEST PARKS LLC AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
TABLE OF CONTENTS
TITLE PAGE
------- ------
INDEPENDENT AUDITOR'S REPORT........................................... 1
AUDITED CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS......................................... 2 - 3
CONSOLIDATED STATEMENTS OF OPERATIONS............................... 4
CONSOLIDATED STATEMENTS OF MEMBER'S CAPITAL (DEFICIENCY)............ 5
CONSOLIDATED STATEMENTS OF CASH FLOWS............................... 6 - 7
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.......................... 8 - 14
<PAGE>
Independent Auditor's Report
To the Members
NORTHWEST PARKS LLC
Boise, Idaho
We have audited the accompanying Consolidated Balance Sheets of NORTHWEST PARKS
LLC AND SUBSIDIARIES (a Development Stage Company) as of December 31, 1998 and
1997, and the related Consolidated Statements of Operations, Members' Capital
(Deficiency) and Cash Flows for the years ended December 31, 1998 and 1997, and
for the period March 28, 1996 (inception) to December 31, 1996. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the accompanying consolidated financial statements referred to
above present fairly, in all material respects, the consolidated financial
position of NORTHWEST PARKS LLC AND SUBSIDIARIES (a Development Stage Company)
as of December 31, 1998 and 1997, and the results of their operations and their
cash flows for the years ended December 31, 1998 and 1997, and the period March
28, 1996 (inception) to December 31, 1996, in conformity with generally accepted
accounting principles.
ARONSON, FETRIDGE & WEIGLE
Rockville, Maryland
August 28, 1999
<PAGE>
NORTHWEST PARKS LLC AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1997, 1998 AND JUNE 30, 1999
ASSETS
<TABLE>
June 30,
December 31, 1999
1997 1998 (Unaudited)
------ ------ ------------
<S> <C> <C> <C>
CURRENT ASSETS
Cash (Note 1) $ 753 $ 114 $ 60,266
Accounts receivable - managing members (Note 2) 52,000 57,609 30,600
--------- -------- --------
Total current assets 52,753 57,723 90,866
--------- -------- --------
PROPERTY AND EQUIPMENT, AT COST (NOTES 1 AND 4)
Land 648,772 649,622 -
Buildings 361,594 269,344 -
Furniture, fixtures and equipment 50,133 50,133 72,336
--------- -------- --------
Total 1,060,499 969,099 72,336
Less: Accumulated depreciation and amortization 18,446 37,390 23,311
--------- -------- --------
Net property and equipment 1,042,053 931,709 49,025
--------- -------- --------
OTHER ASSETS
Deposits 72,620 22,220 22,020
Capitalized project development costs (Note 1) 138,406 149,894 122,423
Land options (Note 3) - 51,000 57,000
Investment in affiliate (Note 5) - - 40,444
Other 245 245 245
--------- -------- --------
Total other assets 211,271 223,359 242,132
--------- -------- --------
TOTAL ASSETS $ 1,306,077 $ 1,212,791 $ 382,023
========= ========= ========
</TABLE>
The accompanying Notes to Consolidated Financial Statements
are an integral part of these financial statements.
2
<PAGE>
NORTHWEST PARKS LLC AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1997, 1998 AND JUNE 30, 1999
LIABILITIES AND MEMBERS' CAPITAL
<TABLE>
June 30,
December 31, 1999
1997 1998 (Unaudited)
------- ------- -----------
<S> <C> <C> <C>
CURRENT LIABILITIES
Notes payable - members (Note 4) $ 615,000 $ 615,000 $ -
Notes payable - others (Note 4) 350,000 350,000 -
Loan payable - managing member - 5,209 -
Accounts payable 39,828 75,510 42,515
Accrued interest - members (Note 4) 198,300 346,850 79,683
Accrued interest - others 16,000 66,000 -
Accrued rent - land lease 46,749 - -
Deferred revenue - construction management fee (Note-5) - - 59,750
--------- ---------- ---------
Total current liabilities 1,265,877 1,458,569 181,948
--------- ---------- ---------
MINORITY INTEREST - - 145,000
--------- ---------- ---------
COMMITMENTS AND CONTINGENCIES (NOTES 3, AND 6)
MEMBERS' CAPITAL (DEFICIENCY) (NOTE 7)
Contributed 810,000 979,416 979,416
Losses accumulated during development stage (769,800) (1,225,194) (924,341)
--------- ---------- ---------
Total members' capital (deficiency) 40,200 (245,778) 55,075
--------- ---------- ---------
TOTAL LIABILITIES AND MEMBERS' CAPITAL (DEFICIENCY) $1,306,077 $ 1,212,791 $ 382,023
========= ========== =========
</TABLE>
The accompanying Notes to Consolidated Financial Statements
are an integral part of these financial statements.
3
<PAGE>
NORTHWEST PARKS LLC AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE PERIOD MARCH 28, 1996 (INCEPTION) TO DECEMBER 31, 1996,
THE YEARS ENDED DECEMBER 31,1997 AND 1998, AND
THE SIX MONTH PERIOD ENDED JUNE 30, 1999
<TABLE>
March 28, Cumulative Six From
1996 From Months Inception
(Inception) Inception Ended to
to Years Ended to June 30, June 30,
December December 31, December 1999 1999
31, 1996 1997 1998 31, 1998 (Unaudited) (Unaudited)
---------- ------ ------ ----------- ------------- -----------
<S> <C> <C> <C> <C> <C> <C>
REVENUE
Miscellaneous $ - $ 1,186 $ - $ 1,186 $ - $ 1,186
Gain on sale of land - - - - 379,857 379,857
Gain on transfer of interest in - - - - 50,082 50,082
--------- --------- -------- ---------- --------- -----------
Total revenue - 1,186 - 1,186 429,939 431,125
--------- --------- -------- ---------- --------- -----------
EXPENSES
General and administrative 173,511 168,774 255,878 598,163 121,086 719,249
Interest - 274,450 199,516 473,966 8,000 481,966
Loss on sale of land - 117,265 - 117,265 - 117,265
--------- --------- -------- ---------- --------- -----------
Total expenses 173,511 560,489 455,394 1,189,394 129,086 1,318,480
--------- --------- -------- ---------- --------- -----------
NET LOSS BEFORE INTEREST IN LOSS OF (173,511) (559,303) (455,394) (1,188,208) 300,853 (887,355)
INTEREST IN LOSS OF (11,912) (25,074) - (36,986) - (36,986)
--------- --------- -------- ---------- --------- -----------
NET LOSS $ (185,423) $(584,377) $(455,394) $ (1,225,194) $ 300,853 $(924,341)
========= ========= ======== ========== ========= ===========
</TABLE>
The accompanying Notes to Consolidated Financial Statements
are an integral part of these financial statements.
4
<PAGE>
NORTHWEST PARKS LLC AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF MEMBERS' CAPITAL (DEFICIENCY)
FOR THE PERIOD MARCH 28, 1996 (INCEPTION) TO DECEMBER 31, 1996,
THE YEARS ENDED DECEMBER 31,1997 AND 1998,
AND THE SIX MONTH PERIOD ENDED JUNE 30, 1999
<TABLE>
Losses
Accumulated
During
Contributed Development
Capital Stage Total
----------- ------------- ---------
<S> <C> <C> <C>
MEMBERS' EQUITY, MARCH 28, 1996 $ - $ - $ -
CAPITAL CONTRIBUTIONS IN CASH 325,000 - 325,000
CAPITAL CONTRIBUTION OF A 16.67% INTEREST IN A LIMITED LIABILITY 85,000 - 85,000
CAPITAL CONTRIBUTION OF LAND (NOTE 7) 300,000 - 300,000
NET LOSS FOR THE PERIOD MARCH 28, 1996 (INCEPTION) TO DECEMBER - (185,423) (185,423)
---------- ----------- ----------
MEMBERS' CAPITAL, DECEMBER 31, 1996 710,000 (185,423) 524,577
CAPITAL CONTRIBUTIONS IN CASH 100,000 - 100,000
NET LOSS FOR 1997 - (584,377) (584,377)
---------- ----------- ----------
MEMBERS' CAPITAL (DEFICIENCY), DECEMBER 31, 1997 810,000 (769,800) 40,200
CAPITAL CONTRIBUTIONS IN CASH 72,141 - 72,141
CAPITAL CONTRIBUTION OF AN 83.33% INTEREST IN A LIMITED 97,275 - 97,275
NET LOSS FOR 1998 - (455,394) (455,394)
---------- ----------- ----------
MEMBERS' CAPITAL (DEFICIENCY), DECEMBER 31, 1998 979,416 (1,225,194) (245,778)
NET INCOME FOR THE SIX MONTHS ENDED JUNE 30, 1999 (UNAUDITED) - 300,853 300,853
---------- ----------- ----------
MEMBERS' CAPITAL (DEFICIENCY), JUNE 30, 1999 (UNAUDITED) $ 979,416 $ (924,341) $ 55,075
========== =========== ==========
</TABLE>
The accompanying Notes to Consolidated Financial Statements
are an integral part of these financial statements.
5
<PAGE>
NORTHWEST PARKS LLC AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE PERIOD MARCH 28, 1996 (INCEPTION) TO DECEMBER 31, 1996,
THE YEARS ENDED DECEMBER 31,1997 AND 1998,
AND THE SIX MONTH PERIOD ENDED JUNE 30, 1999
<TABLE>
March 28, Cumulative Six Cumulative
1996 From Months From
(Inception) Inception Ended Inception
to to June 30, To June 30,
December December 1999 1999
31, 1996 1997 1998 31, 1998 (Unaudited) Unaudited
----------- --------- --------- ----------- ------------ ----------
<S> <C> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) income $ (185,423) $(584,377) $(455,394) $(1,225,194) $ 300,853 $ (924,341)
Adjustments to reconcile net income to net cash
Loss (gain) on sale of land - 117,265 - 117,265 (379,857) (262,592)
Depreciation and amortization 3,337 15,509 19,344 38,190 8,040 46,230
Interest in loss of equity investee 11,912 25,074 - 36,986 - 36,986
Building transferred in settlement of an - - 92,250 92,250 - 92,250
Rent cancellation upon acquisition of LLC - - 50,526 50,526 - 50,526
Gain on sale of interest in equity in - - - - (50,082) (50,082)
Write-off of capitalized development costs - - - - 27,217 27,217
Increase (decrease) in liabilities
Accounts payable 3,297 36,531 35,682 75,510 (32,995) 42,515
Accrued expenses 56,093 (9,344) - 46,749 - 46,749
Accrued interest - members - 198,300 148,550 346,850 (156,417) 190,433
Accrued interest - others - 16,000 50,000 66,000 (66,000) -
---------- ---------- --------- ---------- ---------- ----------
Net cash used by operating activities (110,784) (185,042) (59,042) (354,868) (349,241) (704,109)
---------- ---------- --------- ---------- ---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES
Payment of capitalized development costs (41,337) (49,055) (11,488) (101,880) - (101,880)
Purchase of property and equipment (35,691) (14,442) - (50,133) (22,203) (72,336)
Loans to members (90,000) (118,450) (22,696) (231,146) - (231,146)
Repayment of loans to members - 156,450 17,087 173,537 27,009 200,546
Proceeds from sale of land - 182,735 - 182,735 1,209,200 1,391,935
Purchase of land - (648,772) (850) (649,622) - (649,622)
Purchase of buildings - (361,594) - (361,594) - (361,594)
Deposits (51,286) (23,020) - (74,306) - (74,306)
Deposits refunded - 1,286 50,000 51,286 - 51,286
Acquisition of other assets - (245) - (245) - (245)
Payments for land options - - (51,000) (51,000) (6,000) (57,000)
---------- ---------- --------- ---------- ---------- ----------
Net cash used by investing activities (218,314) (875,107) (18,947) (1,112,368) 1,208,006 95,638
---------- ---------- --------- ---------- ---------- ----------
</TABLE>
The accompanying Notes to Consolidated Financial Statements
are an integral part of these financial statements.
6
<PAGE>
NORTHWEST PARKS LLC AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
FOR THE PERIOD MARCH 28, 1996 (INCEPTION) TO DECEMBER 31, 1996,
THE YEARS ENDED DECEMBER 31,1997 AND 1998,
AND THE SIX MONTH PERIOD ENDED JUNE 30, 1999
<TABLE>
March 28, Cumulative Six Cumulative
1996 From Months From
(Inception) Inception Ended Inception
to to June 30, To June 30,
December December 1999 1999
31, 1996 1997 1998 31, 1998 (Unaudited) Unaudited
---------- -------- -------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes and loans - members $ 9,000 $ 615,000 $ 5,209 $ 629,209 $ - $ 629,209
Repayment of notes and loans - members - (9,000) - (9,000) (620,209) (629,209)
Proceeds from notes payable - others - 350,000 - 350,000 - 350,000
Repayment of notes payable - others - - - - (350,000) (350,000)
Capital contributions in cash 325,000 100,000 72,141 497,141 - 497,141
Proceeds of minority interest investment - - - - 145,000 145,000
Proceeds from equity investee - - - - 26,596 26,596
---------- ----------- -------- ---------- ---------- ---------
Net cash provided by financing activities 334,000 1,056,000 77,350 1,467,350 (798,613) 668,737
---------- ----------- -------- ---------- ---------- ---------
NET INCREASE (DECREASE) IN CASH 4,902 (4,149) (639) 114 60,152 60,266
CASH, BEGINNING OF PERIOD - 4,902 753 - 114 -
---------- ----------- -------- ---------- ---------- ---------
CASH, END OF PERIOD $ 4,902 $ 753 $ 114 $ 114 $ 60,266 $ 60,266
========== =========== ======== ========== ========== =========
SUPPLEMENTAL CASH FLOW INFORMATION
Actual cash payments for interest $ - $ 60,150 $ 966 $ 61,116 $ 233,417 $ 294,533
========== =========== ======== ========== ========== =========
NONCASH INVESTING AND FINANCING ACTIVITIES
Capital contributions as follows:
Land $ 300,000 $ - $ - $ 300,000 $ - $ 300,000
A 16.67% interest in a limited liability 36,986 - - 36,986 - 36,986
Capitalized development costs by members of 48,014 - - 48,014 - 48,014
A 83.33% interest in an LLC and a 25% - - 97,275 97,275 - 97,275
Interest due to a member exchanged for a 15% - - - - (110,750) (110,750)
The Company exchanged land for a 25% interest - - - - 67,958 67,958
---------- ----------- -------- ---------- ---------- ---------
Total $ 385,000 $ - $ 92,275 $ 482,275 $ (42,792) $ 439,483
========== =========== ======== ========== ========== =========
</TABLE>
The accompanying Notes to Consolidated Financial Statements
are an integral part of these financial statements.
7
<PAGE>
NORTHWEST PARKS LLC AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1996, 1997, 1998, AND JUNE 30, 1999
NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
(A) Organization and principles of consolidation
Northwest Parks LLC (the Company) was formed as a limited liability
company on March 28, 1996 under the laws of the State of Idaho for the
purpose of constructing, owning and operating multi-faceted theme parks
along with the related entertainment, retail, hospitality and recreational
facilities. Since its inception, the Company has been in its development
stages and has devoted its efforts to development of the theme park
concepts, identifying potential sites, preparing feasibility and market
studies, investigating financing methods, raising initial capital and
acquiring the rights to properties that management deemed suitable for
theme park sites. These efforts have been pursued through the Company as
well as through affiliated and controlled subsidiary entities.
In 1996, the Company acquired 100% of State Street Holdings LLC (SSH)
in exchange for a 3% interest in the Company. This transaction was
accounted for as a purchase. The lone asset of SSH was a parcel of land in
Boise, Idaho, which the Company sold in August 1997. As a result of the
land sale, SSH was liquidated and ceased existence.
On March 28, 1996, the Company acquired a 16.67% interest in BW
Partners LLC (BWP) and certain other assets and rights valued at $48,014
based upon the amounts recorded by BWP from a member in exchange for a 25%
interest in the Company. The Company from whom the BWP interest was
acquired is a corporation in which a managing member of the Company held a
20% interest at the time of the acquisition. On January 8, 1998, the
Company acquired the remaining 83.33% interest in BWP in exchange for an
8.75% interest in the Company, which was accounted for as a purchase.
The Company formed Sweetwater Holdings LLC (SWH) on January 9, 1997,
for the purpose of acquiring approximately 12 acres of land and a dwelling
in Canyon County, Idaho, known as The Idaho Center property. The Company
acquired a 99% interest in SWH, with the remaining 1% held by a minority
member of the Company. This transaction was accounted for as a purchase. In
January 1999, SWH transferred approximately 1.5 acres of the property to
the Company and the Company sold SWH with the remaining approximately 10.5
acres to a third party.
The Company participated in the formation of Crossroads Convenience
Center LLC (CCC) on June 18, 1998. Based upon the operating agreement, the
Company owned a 10% interest in CCC, after transferring a 15% interest in
CCC to an individual who is a minority member in the Company in partial
satisfaction of interest accrued on a note that was owed to the individual
by the Company (Note 4). The Company's interest in CCC was acquired in
exchange for the 1.5 acres of property acquired from SWH and certain
development costs incurred on CCC's behalf.
In January 1999, the Company, along with its two managing members,
formed Magic Valley Parks LLC (MVP), with the Company acquiring a 98%
ownership interest. This transaction was accounted for as a purchase.
8
<PAGE>
NORTHWEST PARKS LLC AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1996, 1997, 1998, AND JUNE 30, 1999
NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(A) Organization and principles of consolidation (continued)
The accompanying consolidated financial statements include all of the
accounts and activities of the Company and its subsidiaries for the period
in which the majority ownership rested with the Company. This includes SSH,
BWP, SWH and MVP. Affiliates in which the Company did not have a majority
ownership interest, which includes BWP prior to January 8, 1998, and CCC,
have been accounted for by the equity method of accounting. All significant
intercompany transactions and balances have been eliminated in
consolidation.
(B) Use of accounting estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
(C) Cash and cash equivalents
For purposes of financial statement presentation, the Company
considers all highly liquid debt instruments with initial maturities of
ninety days or less to be cash equivalents. From time to time, the Company
maintains cash balances which may exceed Federally insured limits. The
Company does not believe that this results in any significant credit risk.
(D) Property and equipment
Property and equipment are recorded at original cost to the Company
and are depreciated over the estimated useful lives using the straight-line
method.
(E) Financial instruments
The fair value of all financial instruments included in the
consolidated financial statements is estimated by management to approximate
their recorded carrying amounts.
(F) Income taxes
As a Limited Liability Company, all members recognize their respective
share of income or loss on their separate income tax returns. Accordingly,
accruals for income taxes have not been included in the accompanying
financial statements.
9
<PAGE>
NORTHWEST PARKS LLC AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1996, 1997, 1998, AND JUNE 30, 1999
NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(G) Operating segments
The Company has been in a development stage since its inception and
operates in only one business segment.
(H) Capitalized development costs
The Company has capitalized and deferred direct costs incurred for
feasibility, market and site studies, promotional materials and preliminary
site development costs including design, engineering and architectural
drawings related to specific theme park sites. When it is determined that a
site or project is not suitable, the capitalized development costs are
expensed. No such costs were written-off during 1996, 1997, 1998. During
the six months ended June 30, 1999, costs totaling $27,217 were
written-off. Costs of projects that are ultimately constructed and operated
will either be allocated to park site assets or amortized over a five year
period upon commencement of operations.
NOTE 2 - ACCOUNTS RECEIVABLE - MANAGING MEMBERS
The Company has loaned its two managing members various sums at various
times either in the form of direct cash advances or by payments of expenses on
their behalf. These loans require no interest and have no specific terms of
repayment, though they are expected to be paid on a short-term basis.
NOTE 3 - LAND OPTIONS
On April 2, 1998, the Company acquired an option for $50,000 to purchase 68
acres of land in Canyon County, Idaho. Under the terms of the option, the
Company has the right to purchase the land for $2.4 million during the one year
period expiring April 2, 1999. The option was extended for a one year period
with a purchase price of $2.64 million by payment of an additional $50,000,
payable $3,000 per month for six months, $4,000 per month for five months and
$12,000 as a balloon payment in April 2000. The agreement provides for an
additional one year extension period for $50,000, payable monthly, with the
option price increased to $2.9 million. The amounts paid for the option and all
extensions are to be applied against the purchase price upon settlement.
In September 1998, the Company acquired an option to purchase 32 acres of
land in Burly, Idaho, at a purchase price of $1.5 million for $1,000. The option
expired in May 1999. In August 1999, the Company obtained an extension of the
option period to May 30, 2000 for an additional $1,000.
10
<PAGE>
NORTHWEST PARKS LLC AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1996, 1997, 1998, AND JUNE 30, 1999
NOTE 4 - NOTES PAYABLE
(A) Notes payable to members are as follows:
<TABLE>
June 30,
December 31, 1999
1997 1998 (Unaudited)
------ ------ ------------
<S> <C> <C> <C>
Member holding a 1.5% interest in the
$78,000 dated January 10, 1997,
increased to $84,750 on July 10,
1998, bearing interest at 15%,
due July 10, 1999. Note paid in
April 1999 $ 65,000 $ 65,000 $ -
Member holding a 2.25% interest in the
Company in the original amount of
$660,000 dated January 10, 1997 and
due July 7, 1997, secured by a deed
of trust on a portion of the land at
"The Idaho Center." Interest at 20%.
Principal paid in April 1999, with
unpaid interest due in installments 550,000 550,000 -
-------- --------- --------
Total $ 615,000 $ 615,000 $ -
======== ========= ========
</TABLE>
Interest accrued on the above notes totaled $198,300, $346,850 and
$79,683 at December 31, 1997, 1998 and June 30, 1999, respectively.
In April 1999, the Company transferred a 15% interest in Crossroads
Convenience Center LLC (Note 5) in partial payment of interest accrued on
the above $550,000 note payable at December 31, 1997 and 1998. The amount
of accrued interest considered paid was $110,750 and the apportioned basis
of the interest in the LLC was $60,668, resulting in a gain on the transfer
to the Company of $50,082.
11
<PAGE>
NORTHWEST PARKS LLC AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1996, 1997, 1998, AND JUNE 30, 1999
NOTE 4 - NOTES PAYABLE (CONTINUED)
(B) Notes payable to others were as follows:
<TABLE>
June 30,
December 31, 1999
1997 1998 (Unaudited)
------ ------ ------------
<S> <C> <C> <C>
Note to the relatives of a managing $ 50,000 $ 50,000 $ -
Note dated January 10, 1997, due July 300,000 300,000 -
--------- --------- ------
Total $350,000 $ 350,000 $ -
========= ========= ======
</TABLE>
NOTE 5 - INVESTMENT IN AFFILIATE
The Company owns a 10% interest in the Crossroads Convenience Center LLC (CCC)
which is located on "The Idaho Center" property in Canyon County, Idaho. Since
its inception, CCC has been developing and constructing a automobile service
center and convenience store and had no other significant operations. The
Company served as the construction manager for the Center for which it is to
receive a fee.
12
<PAGE>
NORTHWEST PARKS LLC AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1996, 1997, 1998, AND JUNE 30, 1999
NOTE 6 - LEASES
The Company entered into a sublease arrangement with a joint venture that
was 75% owned by BW Partners LLC (BWP) and 25% owned by individuals related to a
managing member of the Company for 68 acres of land that commenced December 15,
1995 and had a term of 50 years. The lease required initial rent of $50,000 for
the period December 15, 1995 through June 30, 1996, and monthly rent of $12,000
for the period July 1 through December 31, 1996. Annual rent, payable monthly,
thereafter was as follows:
1997 $ 180,000
1998 216,000
1999 240,000
2000 264,000
Thereafter 264,000, increased annually by the
percentage increase in the
consumer price index
The sublease contained a purchase option granting the Company a right of
first refusal to purchase the property in the event the owner of the property
gave notice of an intention to sell. In addition, the lease contained a put
option to the owner of the property whereby upon the death of either of the
owners of the property the Company could be required to purchase a 20 acre tract
of the property. In 1997, one of the owners of the property died, and the
Company purchased a house and other buildings on the property for $92,500.
On January 10, 1998, the 83.33% members of BWP exchanged their interests in
BWP for an 8.75% interest in the Company, thereby becoming a wholly owned
subsidiary, and the 25% joint venture partners exchanged their interest in the
joint venture for a 3.9% interest in the Company. As a result, the Company
asceded to ownership of the master lease.
In March 1998, the Company and the landlord to the master lease agreed to a
termination and the security deposit was returned to the Company, net of certain
settlement expenditures.
The Company leased office space in Boise, Idaho under an agreement that was
effective May 20, 1996 and expired April 30, 1998. The agreement contained a
renewal option for 3 years at the then prevailing market rates, not to exceed
certain limits as defined in the lease. The lease required annual rent of
$15,432 during the first lease year and $16,075 during the second year, and was
personally guaranteed by a managing member and his spouse. The lease expired in
April 1998.
13
<PAGE>
NORTHWEST PARKS LLC AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1996, 1997, 1998, AND JUNE 30, 1999
NOTE 6 - LEASES (CONTINUED)
Total rent expense under the leases was as follows:
March 28, 1996 (inception) to December 31, 1996 $ 46,656
1997 26,958
1998 48,269
January 1 to June 30, 1999 -
NOTE 7 - CAPITAL CONTRIBUTIONS
On March 28, 1996, the Company granted to Floating Feather Entertainment,
Inc. (FFE) a 25% interest in the Company for a 16.67% interest in BW Partners
LLC (BWP). A managing member of the Company was a 20% owner of FFE. The most
significant asset owned by BWP was a 75% joint venture interest in a lease for
68 acres of land, which was immediately subleased to the Company (Note 6). Other
assets acquired included certain development costs and property rights which
were valued at $48,014 based upon the costs recorded by BWP. The value of the
exchange was determined by management to be $85,000 in aggregate. In addition,
FFE and the Company agreed that at all times FFE's interest in the Company would
remain at 25%. In January 1998, the remaining members of BWP exchanged their
83.33% interest for an 8.75% interest in the Company.
In August 1996, the Company granted three 1% member interests to the
stockholders of State Street Holdings LLC (SSH) in exchange for a 100% interest
in SSH. The only asset held by SSH was a parcel of land in Boise, Idaho which
management estimated had a fair value of approximately $300,000. The land was
the contributed capital recorded for the transaction.
In January 1998, the owners of the 25% joint venture interest, who are
related to a managing member of the Company, exchanged their joint venture
interest for a 3.5% interest in the Company. That interest, along with the 8.75%
in BWP was valued at $98,916 by management of the Company based upon the net
assets of the joint venture that were acquired, the most significant of which
was rent receivable from the Company.
14
<PAGE>
NORTHWEST PARKS LLC AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1998 AND SEPTEMBER 30, 1999
ASSETS
September 30, December 31,
1999 1998
------------- -------------
CURRENT ASSETS
Cash (Note 1) $ 32,681 $ 114
Accounts Receivable-managing members 62,837 57,609
----------- ----------
Total current assets 95,518 57,723
PROPERTY AND EQUIPMENT, AT COST
Land 0 649,622
Buildings 0 269,344
Furniture, fixtures and equipment 77,687 50,133
Total 177,689 969,099
Less: Accumulated depreciation and amortization 27,115 37,390
----------- ----------
Net property and equipment 50,574 931,709
OTHER ASSETS
Deposits 22,020 22,220
Capitalized project development costs (Note 1) 128,565 149,894
Land options 68,000 51,000
Investment in affiliate 40,444 -
Other 245 245
----------- ----------
Total other assets 259,274 223,359
TOTAL ASSETS $ 405,366 $ 1,212,791
=========== ==========
The Accompanying Notes to Consolidated Financial Statements are
an integral part of these financial statements
<PAGE>
NORTHWEST PARKS LLC AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1998 AND SEPTEMBER 30, 1999
September 30, December 31,
1999 1998
------------- -------------
CURRENT LIABILITIES
Notes payable-members $ $ 615,000
Notes payable-others 350,000
Loan payable 3,439 5,209
Accounts payable 60,279 75,510
Accrued interest-members 346,850
Accrued interest-others 66,000
Deferred revenue-construction management fee 240,543 -
---------- -----------
Total current liabilities 304,261 1,458,569
---------- -----------
MINORITY INTEREST 145,000 -
---------- -----------
COMMITMENTS AND CONTINGENCIES
MEMBERS' CAPITAL (DEFICIENCY)
Contributed 1,025,133 979,416
Losses accumulated during development stage (1,069,027) (1,225,194)
----------- -----------
Total members' capital (deficiency) (43,895) (245,778)
----------- -----------
TOTAL LIABILITIES MINORITY INTEREST AND
MEMBERS' CAPITAL (DEFICIENCY) $ 405,366 $ 1,212,791
=========== ===========
The Accompanying Notes to Consolidated Financial Statements
are an integral part of these financial statements
<PAGE>
NORTHWEST PARKS LLC AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
DECEMBER 31, 1998 AND SEPTEMBER 30, 1999
Nine Months Ended September 30,
1999 1998
----------- ----------
Revenue
Gain on Sale of Land $379,857 -
Gain on Transfer of interest
Equity investee 50,082 -
----------- -----------
Total revenue 429,939 -
----------- -----------
Expenses
General & Administrative 265,772 229,838
Interest 8,000 146,912
----------- -----------
Total expenses 273,772 376,750
----------- -----------
Net income 156,157 (376,750)
=========== ===========
The Accompanying Notes to Consolidated Financial Statements
are an integral part of these financial statements
<PAGE>
NORTHWEST PARKS LLC AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOW
FOR THE NINE MONTH PERIOD ENDED SEPTEMBER 30, 1998 AND 1999
<TABLE>
Nine months Nine months
ended Sept. ended Sept.
30, 30,
1998 1999
-------------- -------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) income (376,750) 156,167
Adjustments to reconcile net income to net cash
(used) by operating activities
Gain on sale of land (379,857)
Depreciation and amortization 11,844
Gain on sale of interest in equity in investee (50,082)
Write-off of capitalized development costs 27,217
Increase (decrease) in liabilities
Accounts receivable (18,300) -
Accounts payable 26,762 (15,232)
Deferred revenue 180,793
Accrued interest-members (156,417)
Accrued interest-others (46,749) (66,000)
Accrued expenses 146,912 -
------------- ------------
Net cash used by operating activities (268,125) (291,567)
------------- ------------
CASH FLOWS FROM INVESTING ACTIVITIES
Payment of capitalization development costs (5,897) (6,141)
(Purchase) of or sale of property and equipment 105,606 (27,557)
Loans to members (17,500)
Loans to affiliates (16,004)
Repayment of loans to members 28,276
Proceeds from sale of land 1,209,200
Acquisition of other assets-deposits 50,400 -
Payments for land options (51,000) (17,000)
------------- ------------
Net cash used by investing activities 99,109 1,153,274
------------- ------------
</TABLE>
The Accompanying Notes to Consolidated Financial Statements
are an integral part of these financial statements
<PAGE>
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes and loans-members 169,416 -
Proceeds from notes and loans-others 3,439
Repayment of notes and loans-members (699,892)
Repayment of notes payable-others (350,000)
Capital contributions in cash 45,717
Proceeds of minority interest investment 145,000
Proceeds from equity investee 26,596
------------ -----------
Net cash provided by financing activities 169,416 (829,140)
------------ -----------
NET INCREASE (DECREASE) IN CASH 400 32,567
CASH AT BEGINNING OF PERIOD 753 114
------------ -----------
CASH, END OF PERIOD 1,153 32,681
------------ -----------
The Accompanying Notes to Consolidated Financial Statements
are an integral part of these financial statements
<PAGE>
ARTICLE OF AMENDMENT
OF
WINCANTON CORPORATION
Pursuant to the provisions of the Washington Business Corporation Act,
Chapter 23B.10 RCH, the following Articles of Amendment to the Articles of
Incorporation are submitted for filing.
ARTICLE I
The name of this corporation is Wincanton Corporation, the ("Corporation").
ARTICLE II
The following two amendments have been adopted:
(1) Article I is hereby amended as follows:
The existing Article I of the Articles of Incorporation is hereby
revoked and is null and void; and
The following shall now constitute Article I:
ARTICLE I
NAME AND DURATION
-------------------
The name of the Corporation is Parks America! Inc. (the
"Corporation") and its existence shall be perpetual.
(2) Section 1 of Article VI of the Articles of Incorporation is amended to
reduce the number of authorized shares of common stock from 15,000,000
shares of no par common stock to 150,000 shares of no par common stock
by means of a 100 to 1 reverse stock split.
ARTICLE III
The amendment provides for no exchange, classification, or cancellation of
issued shares. At all times material hereto, there were only common shares
issued and outstanding. No preferred shares are, or were, outstanding.
ARTICLE IV
The amendment was adopted on November 19, 1999 and shall be effective upon
filing of these Articles of Amendment.
ARTICLE V
This amendment was duly approved by the directors in accordance with the
provisions of RCW 23B.10.020. No shareholder action is required.
IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment
to be executed on this 9th day of December, 1999.
WINCANTON CORPORATION
By: /s/ Robert L. Klosterman
--------------------------
Names: Robert L. Klosterman
Title: President
CERTIFICATE OF RESTATED
ARTICLES OF INCORPORATION
of
PARKS AMERICA! INC.
(UBI Number 601 048 726)
Pursuant to the provisions of the Washington Business Corporation Act,
Chapter 23B10 RCW, the Restated Articles of Incorporation, attached hereto as
Exhibit A and incorporated herein, are submitted for filing.
ARTICLE I
The name of the Corporation is Parks America! Inc. (the "Corporation").
ARTICLE II
The undersigned officer, in accordance with Section RCW 23B.10.070 hereby
restates the Corporation's Articles of Incorporation as set forth in Exhibit A,
which shall supercede the original articles of incorporation and all amendments
to them.
ARTICLE III
The Restated Articles do not include an amendment to the Articles of
Incorporation.
In Witness Whereof, the Corporation has caused this Certificate and
Restated Articles of Incorporation to be executed on this ____ day of March,
2000. This document is executed under penalties of perjury, and is to the best
of the undersigned officer's knowledge, true and correct.
PARKS AMERICA! INC.
By: /s/ Larry Eastland
----------------------
Title: Chairman
By: /s/ Robert Klosterman
----------------------
Title: President
<PAGE>
RESTATED ARTICLES OF INCORPORATION
OF
PARKS AMERICA! INC.
ARTICLE I
NAME AND DURATION
The name of the corporation is Parks America! Inc. (the "Corporation") and
its existence shall be perpetual.
ARTICLE II
REGISTERED OFFICE AND AGENT
The location and post office address of the registered office of the
Corporation in this state shall be Suite 511, 110 - 110th Avenue NE, Bellevue,
WA 98004, and the registered agent for the Corporation at such address shall be
Richard J. Forsell. The registered agent and registered office may be changed by
action of the Board of Directors without hereafter amending these Articles.
ARTICLE III
PURPOSE
The purpose and objectives for which this Corporation is formed are, the
Corporation's own behalf or in partnership or association with others:
1. To raise capital and seek business opportunities believed to hold a
potential for profit, whether by mergers, asset purchases, and/or
possible acquisitions.
2. To engage in the business of acquiring interests in various business
ventures including but not limited to publically and closely owned
business corporations and to manage such acquired assets by voting
corporate shares and otherwise; to acquire by purchase, lease or
otherwise and to own, hold, sell, lease, mortgage or deal in any other
way with all character of property, real, personal or mixed; to invest
in, develop or subdivide real estate, to construct buildings thereon
and to invest therein any form or manner.
3. To engage in generally and carry on any lawful business or trade which
may, in the judgment of the Board of Directors at any time be
necessary, useful or advantageous to this Corporation.
4. In furtherance and not in limitation of the general powers conferred
by the laws of the State of Washington, it is expressly provided that
this Corporation shall also have the following powers:
<PAGE>
a. To acquire by purchase or otherwise and to own, hold, cancel,
reissue, sell, pledge and otherwise deal in the stock of this
Corporation provided that the money or property of this
Corporation shall not be used for the purchase of shares of its
own stock and when such use would cause any impairment of the
stated capital of the Corporation. The capital surplus of this
Corporation shall be deemed available for the purchase of its own
shares. The Corporation shall not be entitled to vote, either
directly or indirectly, on any shares of its own stock which it
may hold;
b. to acquire by purchase or otherwise and to own, hold, cancel,
reissue, sell, pledge, and otherwise deal with the bonds,
debentures, notes and other securities and obligations of this
Corporation;
c. to borrow money and to give security therefore;
d. to indemnify, guaranty, and hold harmless the obligations of
other parties, businesses and corporations, whether or not owned
in whole or in part by this Corporation; provided that such
promise be in consideration for some benefit, direct or indirect,
to this Corporation;
e. to enter into, make, perform and carry out contracts of every
kind for any lawful purpose pertaining to its business with any
individual, entity, firm, association, or corporation, or with
any governmental, municipal, or public authority, domestic or
foreign;
f. to do everything necessary, proper, convenient, or incidental to
the accomplishment of the purposes and objects of this
Corporation or which is calculated directly or indirectly to
promote the welfare or interest of the Corporation or enhance the
value or render profitable any of its property or rights;
g. to do any and all of the things in this Article as set forth to
the same extent a natural person might or could do, and in any
part of the world, as principals. agents, contractors, trustees,
or otherwise, either alone or in the company with others; and
h. to hold shares of stock in other corporations; to act as a joint
venturers and or partner either general or limited, or both, in
any transaction, business or venture.
<PAGE>
ARTICLE IV
EXCLUSION OF PREEMPTIVE RIGHTS
No preemptive rights to acquire additional shares of any class of shares
offered for sale by the Corporation shall exist.
ARTICLE V
NO CUMULATIVE VOTING
Cumulative voting shall not be allowed and the right to such voting shall
not exist with respect to the shares of any class of the capital stock of the
Corporation.
ARTICLE VI
AUTHORIZED CAPITAL
1. Authorized Capital. The total number of shares the Corporation shall be
authorized to issue is 30,000,000 shares of common stock having a par value of
$.0001.
2. Redemption. The Corporation shall have the right to purchase, take,
receive, or otherwise acquire its own shares by using its unreserved and
unrestricted capital surplus, as well as by using its unreserved and
unrestricted earned surplus.
3. Issuance of Shares. Any part of the capital stock authorized by the
Articles of Incorporation or any amendment to such Articles may at any time be
allocated, issued, sold, or disposed of at the discretion of the Board of
Directors, and the Board of Directors shall have full power and authority to
determine the character, value and terms of the consideration to be received by
the Corporation on the exchange of said stock.
4. Common Stock Rights and Privileges
a. The holders of shares of Common Stock shall be entitled to one vote
per share on all matters to be voted on by the shareholders. Such
shares shall be entitled to vote as a class for all available
directorship positions of the Corporation at any regular election.
b. The holders of Common Stock shall be entitled to receive dividends, if
any, as may be declared from time to time by the Board of Directors in
its discretion from funds legally available therefor.
c. The Common Stock may be redeemed at the sole discretion of the
Corporation upon such terms and subject to the conditions as the Board
of Directors may establish.
<PAGE>
ARTICLE VII
MANAGEMENT
1. The management of the Corporation shall be vested in a Board of
Directors which shall consist of not less than two members nor more than seven
members, the exact number of which shall be established by the Bylaws. Except as
provided in this Article, the number, qualifications, terms of office, manner of
election, time and place of meetings and the power and duties of the directors
shall be as prescribed by the Bylaws of the Corporation.
2. The Board of Directors shall have the power to adopt, amend or repeal
the Bylaws of the Corporation, subject to the right of the Shareholder to vote
to amend or repeal such bylaws.
ARTICLE VIII
LIMITATION OF DIRECTORS' LIABILITY
A director shall have no liability to the Corporation or its members for
monetary damages for conduct as a director, except for acts or omissions that
involve intentional misconduct by the director, or a knowing violation of the
law by the director, or for any transaction from which the director will
personally receive a benefit in money, property or services to which the
director is not legally entitled. If the Washington Corporation Act is hereafter
amended to authorize corporate action further eliminating or limiting the
personal liability of directors, then the liability of a director shall be
eliminated or limited to the full extent permitted by the Washington Corporation
Act, as so amended. Any repeal or modification of this Article shall not
adversely affect any right or protection of a director of the Corporation
existing at the time of such repeal or modification for or with respect to an
act or omission of such director occurring prior to such repeal or modification.
ARTICLE IX
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 1. Right to Indemnification. Each person who was, or is threatened
to be made a party to or is otherwise involved (including without limitation as
a witness) in any actual or threatened action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason if the fact that he
or she is or was a director or officer of the corporation or, while a director
or officer, he or she is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to
employee benefit plans, whether the basis of such proceeding is alleged action
in an official capacity as a director, officer, employee or agent or in any
other capacity while serving as director, officer, employee or agent, shall be
indemnified and held harmless by the Corporation, to the full extent permitted
by applicable law as then in effect, against all expenses, liability and loss
(including attorneys fees, judgments, fines ERISA excise taxes or penalties and
amounts to be paid in settlement) actually and reasonably incurred or suffered
by such person in connection therewith, and such indemnification shall continue
as to a person who has ceased to be a director, officer, employee or agent and
shall inure to the benefit of his or her heirs, executors, and administrators;
provided however, that except as provided in Section 2 of this Article with
respect to proceedings seeking solely to enforce rights to indemnification, the
Corporation shall indemnify any such person seeking indemnification in
connection with a proceeding (or part thereof) initiated by such person only if
such proceeding (or part thereof) was authorized by the Board of Directors of
the Corporation. The right to indemnification conferred in this Section 1 shall
be a contract right and shall include the right to be paid by the corporation
the expenses incurred in defending any such proceeding in advance of its final
disposition; provided however, that the payment of such expenses in advance of
the final disposition of a proceeding shall be made only upon delivery to the
Corporation of an undertaking, by or on behalf of such director or officer, to
repay all amounts so advanced if it shall ultimately be determined that such
director or officer is not entitled to be indemnified under this Section 1 or
otherwise.
<PAGE>
Section 2. Right of Claimant to bring Suit. If a claim for which
indemnification is required under Section 1 of this Article is not paid in full
by the Corporation within 60 days after a written claim has been received by the
Corporation, except in the case of a claim for expenses incurred in defending a
proceeding in advance of its final disposition, in which case the applicable
period shall be 20 days the claimant may at any time thereafter bring suit
against the Corporation to recover the unpaid amount of the claim and to the
extent successful in whole or in part, the expense of prosecuting such claim.
The claimant shall be presumed to be entitled to indemnification under this
Article upon submission of a written claim (and, in an action brought to enforce
a claim for expenses incurred in defending and proceeding in advance of its
final disposition where the required undertaking has been tendered to the
Corporation), and thereafter the corporation shall have the burden of proof to
overcome the presumption that the claimant is not so entitled. Neither the
failure of the Corporation (including its board of directors, independent legal
counsel or its members, if any) to have made a determination prior to the
commencement of such action that indemnification of or reimbursement or
advancement of expenses to the claimant is proper in the circumstances nor an
actual determination by the corporation (including its board of directors,
independent legal counsel or its members, if any) that the claimant is not
entitled to indemnification or to the reimbursement or advancement of expenses
shall be a defense to the action or create a presumption that the claimant is
not so entitled.
Section 3. Nonexclusivity of Rights. The right to indemnification and the
payment of expenses incurred in defending a proceeding in advance of its final
disposition conferred in this Article shall not be exclusive of any other right
which any person may have or hereafter acquire under any statute, provision if
the Articles of Incorporation, bylaws agreement, vote of members, if any, or
disinterested directors or otherwise.
Section 4. Insurance , Contracts and Funding. The Corporation may maintain
insurance at its expense, to protect itself and any director, officer employee
or agent of the corporation or another corporation, partnership, joint venture,
trust, or other enterprise against any expense, liability or loss, whether or
not the corporation would have the power to indemnify such person against such
expense, liability or loss under the Washington Business Corproation Act. The
corproation may, without further membership action, enter into contracts with
any director or officer of the corporation in furtherance of the provisions of
this Article and may create a trust fund, grant a security interest or use other
means (including without limitation, a letter of credit) to ensure the payment
of such amounts as may be necessary to effect indemnification as provided in
this Article.
<PAGE>
Section 5. Indemnification of Employees and Agents of the Corporation. The
corporation may, by action of its Board of Directors from time to time, provide
indemnification and pay expenses in advance of final disposition of a proceeding
to employees and agents of the corporation with the same scope and effect as the
provisions of this Article with respect to the indemnification and advancement
of expenses of directors and officers of the corporation or pursuant to rights
granted pursuant to, or provided by, the Washington Business Corporation Act.
ARTICLE X
DIRECTORS
The first directors of this corporation shall be two in number and their
names and addresses are as follows:
Name Address
- --------- --------------
Dr. Patrick Tam 17720 NE 65th
Redmond, WA 98052
Ferris Peery 17720 NE 65th
Redmond, WA 98052
The term of the first directors shall be until the next annual meeting or
until their successors are elected.
ARTICLE XI
INCORPORATOR
The name and address of the sole incorporator hereof is: Richard J.
Forsell, Suite 511, 110-110th Avenue NE, Bellevue, WA 98004.
ARTICLE XII
AMENDMENT
This corporation reserves the right to amend, alter, change or repeal any
provision contained in these articles of Incorporation in the manner now or
hereinafter prescribed or permitted by statute and all rights and powers
conferred herein are granted subject to this reserve power.
ARTICLE XIII
CONFLICTING INTERESTS
Subject to any modification contained in the Bylaws of the Corporation, any
contract or other transaction between the Corporation and one or more of its
directors, officers and/or shareholders, or between the Corproation and any
corproation, firm, association, or other entity in which one or more of its
directors, officers and/or shareholders are shareholders, members, directors,
officers or employees or in which they are interested, shall be valid for all
purposes, even thought the vote, presence or action of such directors, officers
or shareholders may be necessary to obligate the Corporation upon such contract
or transaction, provided that the fact of such interest shall be disclosed to or
known by the Board of Directors prior to acting on such contract or transaction
with the exception of disclosures by shareholders who are not directors or
officers. A general notice that directors or officers of the Corporation are
interested in any other corporation, firm, association, or other entity shall be
sufficient disclosure with respect to all contracts and transactions with such
corporation, firm, association or entity. In the absence of fraud, no contracts,
or transactions shall be void or voidable and no such directors, officers or
shareholders shall be held liable to account to the Corporation for any profit
or benefit realized by them through such contracts or transactions despite such
interests or their fiduciary relationship, if any, to the Corporation.
<PAGE>
In Witness Whereof, the Corporation has caused this Restated Articles of
Incorporation to be executed on this ____ day of March, 2000. This document is
executed under penalties of perjury, and is to the best of the undersigned
officer's knowledge, true and correct.
PARKS AMERICA! INC.
By: /s/ Larry Eastland
-------------------------
Title: Chairman
By: /s/ Robert Klosterman
-------------------------
Title: President
PURCHASE AGREEMENT
THIS AGREEMENT made this _______ day of November, 1999 by and between
Northwest Parks LLC, (hereinafter "Parks") a limited liability company, and its
Members as set forth on Exhibit A hereto (hereinafter "Members") and Wincanton
Corporation, a Washington state corporation, (hereinafter "Wincanton").
WITNESSETH:
WHEREAS, the Members own 12,000,000 interest of Parks and those are all of
the interests issued and outstanding;
WHEREAS, the authorized common stock of Wincanton consists of 15,000,000
shares of common stock, par value of $0.0001 per share, of which 11,323,948
shares are issued and outstanding; and
WHEREAS, Wincanton and Members and Parks agree that it would be to their
mutual benefit for Wincanton to purchase from the Members all their interest of
Parks and thereby Parks would become wholly owned by Wincanton and Wincanton
will issue a total of 12,0,000,000 shares of its common stock (after a reverse
split of 100 shares for one) for all the interest of the Members at an exchange
ratio of one share of Wincanton common stock (post reverse split) for one
interest of Parks.
NOW THEREFORE, in consideration of the promise and of the mutual covenants
herein contained, the parties hereto hereby agree as follows:
1. (REPRESENTATION AND WARRANTIES OF Members AND Parks) Members and
Parks, each hereby represents and warrants to Wincanton that:
(a) Members own as of the date hereof, and as of the Closing Date
hereinafter provided will own, free and clear of all liens, charges and
encumbrances, 12,000,000 interest of Parks.
(b) There are no obligations, liabilities, or commitments, contingent
or otherwise, of a material nature which have not been disclosed to
representatives of Wincanton.
(c) Parks is a limited liability company duly organized and validly
existing and in good standing under the laws of the State of Idaho; and has
all power necessary to engage in the business in which it is presently
engaged.
<PAGE>
(d) Neither any Member nor Parks is a defendant, nor a plaintiff
against whom a counterclaim has been asserted, in any litigation, pending
or threatened, nor has any material claim been made or asserted against any
Member or Parks relating to this Agreement, nor are there any proceedings
threatened or pending before any federal, state or municipal government, or
any department, board, body or agency thereof, involving Members and Parks,
except as disclosed in Exhibit "1(d)."
(e) Parks is not in default under any material agreement which it is a
party nor in the payment of any of it s obligations.
(f) This Agreement has been duly executed by Members and Parks and the
execution and performance of this Agreement will not violate, or result in
a breach of, or constitute a default in, any agreement, instrument,
judgment order or decree to which either any Member or Parks is a party or
to which either any Member or Parks is subject nor will such execution and
performance constitute a violation of or conflict with any fiduciary to
which either any Member or Parks is subject.
(g) Members and Parks are not in default with respect to any order,
writ, injunction, or decree of any court or federal, state, municipal, or
other governmental department, commission, board, bureau, agency or
instrumentality, and there are no actions, suits, claims, proceedings or
investigations pending or, to the knowledge of Members or Parks threatened
against or affecting Members or Parks at law or in equity, or before or by
any federal, state, municipal or other governmental court, department,
commission, board, bureau, agency or instrumentality, domestic or foreign.
Members and Parks have complied jointly and individually in all material
respects with all laws, regulations and orders applicable to its business
the violation of which would have a material adverse effect on the business
of Parks taken as a whole. Material adverse effect means any matter in
excess of $1,000.00 . (h) Parks and Members individually and collectively
are in compliance with all federal and state statutes and regulations
regarding the business of Parks.
(i) Parks is not a party to any employment contract with any managing
member or member nor to any lease, agreement or any other commitment not in
the usual and ordinary course of business, nor to any accrued salary, any
pension, insurance, profit-sharing or bonus plan except as set forth on
Exhibit "1(i)".
<PAGE>
(j) Parks is not in default under any agreement to which it is a party
nor in the payment of any of its obligations and has filed all tax returns,
federal and state, which it is required to file and Parks has paid all
taxes.
(k) No representation or warranty in this section, nor statement in
any document, certificate or schedule furnished or to be furnished pursuant
to this Agreement by the Members and Parks, or in connection with the
transactions contemplated hereby, contains or contained any untrue
statement of a material fact, nor does or will omit to state a material
fact necessary to make any statement of fact contained herein or therein
not misleading. Parks has maintained, and will until the Closing, maintain
in full force and effect adequate policies of insurance with coverage
sufficient to meet the normal requirements of its business.
(l) Parks is not in default under any agreement to which it is a party
nor in the payment of any of its obligations.
2. (REPRESENTATIONS AND WARRANTIES OF WINCANTON) Wincanton represents and
warrants that:
(a) Wincanton is a corporation duly organized and validly existing and
in good standing under the laws of the State of Washington; is qualified to
transact business in states as required; and has an authorized
capitalization of 15,000,000 shares of which there are issued and
outstanding 11,323,948 shares of capital stock, par value of $0.001 per
share.
(b) Wincanton has delivered to Members it audited financial statements
for the period ended June 30, 1999. Wincanton represents that the financial
statements are presented in accordance with generally accepted accounting
principles and that the financial statements accurately reflect Wincanton's
financial condition as of June 30, 1999.
(c) Wincanton represents that at the Closing it will present evidence
satisfactory to Members that it has no material liabilities other than a
liability of $12,000 to it auditors, another liability of $3,394 and
$64,924 owed to a director.
<PAGE>
(d) Wincanton is not a party to any litigation in any capacity and
Wincanton has no liabilities or commitments which will be outstanding as of
the Closing date except as set forth on Exhibit "2(d)".
(e) Wincanton is not a party to any employment contract with any
officer or director or stockholder, nor to any lease, agreement or any
other commitment not in the usual and ordinary course of business, nor to
any pension, insurance, profit-sharing or bonus plan.
(f) Wincanton is not a defendant, nor a plaintiff against whom a
counterclaim has been asserted, in any litigation, pending or threatened,
nor has any material claim (which claim is in excess of $1,000) been made
or asserted against Wincanton, nor are there any proceedings threatened or
pending before any federal, state or municipal government, or any
department, board, body or agency thereof, involving Wincanton.
(g) Wincanton is not in default under any agreement to which it is a
party nor in the payment of any of its obligations other than as stated in
paragraph 2(c).
(h) Between the date hereof and the Closing, Wincanton will not have
(i) paid or declared any dividends on or made any distributions in respect
of, or issued, purchased or redeemed, any of the outstanding shares of it
capital stock, or (ii) made or authorized any changes in its Articles of
Incorporation or in any amendment thereto or in its By-Laws except as
provided in this Agreement, or (iii) made any commitments or disbursements
or incurred any obligations or liabilities of a substantial nature and
which are not in the usual and ordinary course of business, or (iv)
mortgaged or pledged or subjected to any lien, charge or other encumbrance
any of their assets, tangible or intangible, except in the usual and
ordinary course of it business, or (v) sold, leased, or transferred or
contracted to sell, lease or transfer any assets, tangible or intangible,
or entered into any other transactions, except in the usual and ordinary
course of business, or (vi) made any material change in any existing
employment agreement or increased the compensation payable or made any
arrangement for the payment of any bonus to any officer, director, employee
or agent.
<PAGE>
(i) This Agreement has been duly executed by Wincanton and the
execution and performance of this Agreement will not violate, or result in
a breach of, or constitute a default in, any agreement, instrument,
judgment order or decree to which it is a party or to which it is subject
nor will such execution and performance constitute a violation of or
conflict with any fiduciary to which it is subject.
(j) Wincanton is not in default with respect to any order, writ,
injunction, or decree of any court or federal, state, municipal, or other
governmental department, commission, board, bureau, agency or
instrumentality, and there are no actions, suits, claims, proceedings or
investigations pending or, to the knowledge of Wincanton threatened against
or affecting Wincanton at law or in equity, or before or by any federal,
state, municipal or other governmental court, department, commission,
board, bureau, agency or instrumentality, domestic or foreign. Wincanton
has complied in all material respects with all laws, regulations and orders
applicable to it business.
(k) No representation or warranty in this section, nor statement in
any document, certificate or schedule furnished or to be furnished pursuant
to this Agreement by Wincanton, or in connection with the transactions
contemplated hereby, contains or contained any untrue statement of a
material fact, nor does or will omit to state a material fact necessary to
make any statement of fact contained herein or therein not misleading.
3. (TIME AND PLACE OF CLOSING) The Closing shall be held on
_____________, November ______, 1999, at 11:00 A.M., local time, at
the offices of _______________________ or at such other time and place
as may be mutually agreed upon between the parties in writing
(hereinafter "the Closing").
4. (CLOSING) The Closing of this Agreement shall proceed as follows:
(a) Wincanton shall take action either by shareholder meeting or by
consent of it shareholders for the following purposes:
(1) To approve and ratify the Stock Purchase Agreement;
(2) To elect directors as designated by Parks and Members, which
election shall become effective after the Closing;
(3) To amend Article I of the Articles of Incorporation to change
the name of Wincanton to Parks America! Inc. and to amend its Articles
of Incorporation to provide for capitalization of 30,000,000 shares of
common stock, par value of $.001 per share.
<PAGE>
(4) To effect a reverse stock split and a recapitalization on the
basis of one hundred shares for one with the number of shares for each
shareholder to be rounded up to the nearest 100 shareholders for all
shareholders who would have held less than 100 shares after the
reverse split.
(b) Present a certificate of an officer of Wincanton to Parks
that any remaining outstanding liabilities of Wincanton as of the
closing date have been completely and totally satisfied and that
Wincanton as of the closing has no liabilities except as acknowledged
and agreed to by the parties in Paragraph 2(c).
(c) Present evidence satisfactory to Parks that Wincanton has
taken all requisite procedures to dissolve Tradesman, Inc., a ninety
per cent owned subsidiary of Wincanton.
(d) Wincanton shall hold a meeting of its Board of Directors in
______________ at ________ P.M., local time, on December ______, 1999,
to authorize the issuance of 12,000,000 shares of Wincanton restricted
common stock, par value $0.0001 per share (post reverse stock split)
to the Members in exchange for the 12,000,000 interests of the Members
of Parkes at an exchange ratio of one shares of Wincanton common stock
for one interest in Parks. Wincanton shall deliver instructions to its
transfer agent to issue certificates evidencing to the Members, on the
basis of one share of Wincanton for one interest of Parks. Each
certificate issued to the Members will bear a restrictive legend
prohibiting the transfer by the holder without first complying with
the Securities Act of 1933, as amended, or Rule 144 promulgated
thereunder.
(e) Members shall do the following: (1) present a certification
that Parks is a limited liability company in good standing under the
laws of the State of Idaho; (2) present a certification that Members
have clear title and unencumbered ownership of 12,000,000 interests of
Parks; (3) present executed investment letters in the form mutually
agreed upon by the parties; (4) transfer the 12,000,000 interests of
Parks to Wincanton.
5. (CONDITIONS TO CLOSING) The Members' and Wincanton's obligations to
complete the transactions provided for herein shall be subject to the
performance by them of all their respective agreements to be performed
hereunder on or before the Closing, to the material truth and accuracy
of the respective representations and warranties of the Members and
Wincanton contained herein, and to the further conditions that:
<PAGE>
(a) All representations and warranties of Members and Wincanton
contained in this Agreement are substantially true and correct and as of
the Closing with the same effect as if made on and as of said date.
(b) As of the Closing there shall have been no material adverse change
in the affairs, business, property or financial condition of Parks and
Wincanton, and the Members and Wincanton shall so certify in writing.
(c) All of the agreements and covenants contained in this Agreement
that are to be complied with, satisfied and performed by each of the
parties hereto on or before the Closing, shall, in all material respects,
have been complied with, satisfied and performed.
6. (ADDITIONAL COVENANTS) During the period between the date hereof and
the Closing, Wincanton shall conduct and the Members shall cause Parks
to conduct its business and operations in the same manner in which the
same have heretofore been conducted. During such period, unless it has
received written consent thereto from the other party, neither Parks,
Members nor Wincanton will:
(a) Incur any obligation, liability or commitment, absolute or
contingent, other than current liabilities incurred in the ordinary and
usual course of business.
(b) Declare or pay and dividends on or make any distributions in
respect of, or issue, purchase or redeem any of its shares of stock or
partnership interests except as agreed to by Wincanton and the Managing
Members of Parks.
(c) Subject any of its properties to a mortgage, pledge or lien,
except in the ususal and ordinary course of business.
(d) Sell or transfer any of its properties, except in the usual and
ordinary course of business.
(e) Make any investment of a capital nature, except in the usual and
ordinary course of business.
<PAGE>
(f) Enter into any long-term contracts or commitments or modify or
terminate any existing agreements, except in the usual and ordinary course
of business.
(g) Use any of its assets or properties except for proper purposes.
(h) Sell, contract to sell or issue any equity or debt securities.
7. (ACCESS TO RECORDS) During the period between the date of this
Agreement and the Closing, Wincanton and the Members shall each accord
representatives of the other party free access to the offices, plants,
records, files, books of account and tax returns, provided the same
will not unreasonably interfere with the normal operations of such
entities.
8. (FINDER'S FEE) The parties are paying a finder's fee in post reverse
split shares of Wincanton restricted common stock in the amount of
shares and to the persons listed on Exhibit "B" and each person
receiving shares must execute an investment letter in a form
satisfactory to the parties.
9. (NOTICES) Any notice under this Agreement shall be deemed to have been
sufficiently given if sent by registered or certified mail, postage
prepaid, addressed as follows:
If to the Members, to:
Robert Klosterman
P.O. Box 1400
Eagle, Idaho 83616
If to Wincanton, to:
Henry Hornby
3653 Hemlock Court
Reno, Nevada
or to any other address which may hereafter be designated by
either party by notice given in such manner . All notices shall
be deemed to have been given as of the date of receipt.
10. (INDEMNIFICATION) The present directors of Wincanton agree to
indemnify Wincanton and to hold them harmless with respect to any
undisclosed liabilities, obligations or contingencies that may accrue
and against all actions, suits, proceedings, demands, assessments,
fines, judgments, costs, expenses or reasonable attorney's fees
related thereto for any matters not disclosed.
<PAGE>
11. (TERMINATION AND ABANDONMENT) This Agreement may be terminated and
abandoned at any time prior to the Closing upon the following
conditions:
(a) By the mutual consent of the parties.
(b) By the Board of Directors of Wincanton or by the Members if, in
the opinion of either, the Closing of the Agreement is impracticable by
reasons of litigation or change of circumstances.
(c) By the Board of Directors of Wincanton or by the Members if, in
the bona fide judgment of either, there shall have been a material
violation of any covenant or agreement set forth herein, or any warranty or
representation shall be untrue; or the Board of Directors should, in its
bona fide judgment, deem the Agreement inadvisable or impracticable by
reason of any defect which, in the opinion of counsel, for the party who
has made such determination, constitutes a material defect in the title of
the other party, or which defect affect a material part of its assets, or
which has otherwise subjected the party to a substantial liability or
obligation.
(d) By either party if any action or proceeding before any court or
governmental body or agency shall have been instituted or threatened to
restrain or prohibit the consummation of this Agreement and such party
deems it inadvisable to proceed.
And in the event of termination, notice shall be given to Wincanton or
Members and thereupon this Agreement shall become wholly void and of no
effect and there shall be no liability on the part of either to the other.
12. (COUNTERPARTS) This Agreement may be executed in any number of
counterparts, each of which when executed and delivered shall be an
original, but all such counterparts shall constitute one and the same
instrument.
13. (MERGER CLAUSE) This Agreement supersedes all prior agreements and
understandings between the parties and may not be changed or
terminated orally, and no attempted change, termination or waiver of
any of the provisions hereof shall be binding unless in writing and
signed by the parties hereto.
<PAGE>
14. (GOVERNING LAW) This Agreement shall be governed by and construed
according to the laws of the State of __________.
15. (NO AMBIGUITY CONSTRUED AGAINST EITHER PARTY) Parks' counsel has
prepared this Agreement, this Agreement and related documents were
prepared with the input and participation of both parties and their
counsel. In the event of any ambiguity or question of meaning or
interpretation, neither Members and Parks nor Wincanton shall be
deemed the "drafter" of the document and shall not have the Agreement,
in whole or in part, construed against one party or the other.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed the day and year first above written.
WINCANTON CORPORATION:
ATTEST:
- ---------------------- -----------------------
Secretary President
STATE OF NEVADA )
: ss.
COUNTY OF )
On this _______ day of ___________, 1999, before me the undersigned
officer, personally appeared ____________________ and _________________, known
personally to me to be the President and Secretary, respectively, of the
above-named corporation, and that they, as such officers, being authorized so to
do, executed the foregoing instrument for the purposes therein contained, by
signing the name of the corporation by themselves as such officers.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal.
---------------------------
NOTARY PUBLIC
My Commission Expires: Residing at:
<PAGE>
NORTHWEST PARKS LLC:
BY
---------------------
STATE OF IDAHO )
: ss.
COUNTY OF )
On this _______ day of _______________, 1999, before me the undersigned
MANAGING MEMBER personally appeared _______________________, known personally to
me to be the MANAGING MEMBER of the above-named limited liability company and
the he, as such, being authorized so to do, executed the foregoing instrument
for the purposes therein contained, by signing the name of the limited liability
company by himself as such MANAGING MEMBER.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal.
---------------------------
NOTARY PUBLIC
My Commission Expires: Residing at:
MEMBERS:
- ----------------------------- --------------------
J. Randolph Ayre Date
- ----------------------------- --------------------
Dr. S. Craig Barton Date
<PAGE>
- ----------------------------- --------------------
Dr. Alan Beultel Date
- ----------------------------- --------------------
Dr. H. James Clark Date
- ----------------------------- --------------------
Dobson Family Ltd. Partnership Date
- ----------------------------- --------------------
Dr. Larry Eastland Date
- ----------------------------- --------------------
Christopher L. Eastland Date
- ----------------------------- --------------------
Floating Feather Entertainment, Date
Inc.
- ----------------------------- --------------------
Forbes Investments, Inc. Date
- ----------------------------- --------------------
Fox Mountain, Inc. Date
- ----------------------------- --------------------
FSC Ltd. Date
<PAGE>
- ----------------------------- --------------------
Lane A. Fullmer Date
- ----------------------------- --------------------
Jerald Holloway Date
- ----------------------------- --------------------
Henri R. Hornby Date
- ----------------------------- --------------------
Grant Ipsen Date
- ----------------------------- --------------------
Mark Johnson Date
- ----------------------------- --------------------
Dr. G. Robert W. Klomp Date
- ----------------------------- --------------------
Klosterman Family Trust of 1998 Date
- ----------------------------- --------------------
Jack Klosterman Date
- ----------------------------- --------------------
Robert Klosterman Date
- ----------------------------- --------------------
David Koga Date
<PAGE>
- ----------------------------- --------------------
Michael Kolb Date
- ----------------------------- --------------------
Laburnam Investments, Ltd. Date
- ----------------------------- --------------------
Martin Consultants, Inc. Date
- ----------------------------- --------------------
Metrolink Holdings Ltd. Date
- ----------------------------- --------------------
Michael E. Mills Date
- ----------------------------- --------------------
Dr. Marshall Ogden Date
- ----------------------------- --------------------
Dr. Craig Olsen Date
- ----------------------------- --------------------
Stan Olson Date
- ----------------------------- --------------------
Dr. Coe Parker Date
- ----------------------------- --------------------
Salvati Family Trust Date
- ----------------------------- --------------------
James Smith Date
<PAGE>
- ----------------------------- --------------------
Mark Stubbs Date
- ----------------------------- --------------------
Richard Swensen Date
- ----------------------------- --------------------
Yorkshire Capital Ltd. Date
Parks America! Inc.
99.9%
Northwest Parks LLC
30.0%
Crossroad Convention LLC
