<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Revised Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material under Rule 14a-12
RAMEX SYNFUELS INTERNATIONAL, INC.
Name of the Registrant as Specified In Its Charter
Payment of Filing Fee (Check the appropriate box):
[ ] No fee required.
[X] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
Title of each class of securities to which transaction applies: Common
Aggregate number of securities to which transaction applies: 9,212,043 (post
split)
Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined): $1.50 (last quoted price of $.05
times 30 to reflect post split)
Proposed maximum aggregate value of transaction: $13,818,064
Total fee paid: $2,764
[x ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
Amount Previously Paid: $2,764
Form, Schedule or Registration Statement No.: N/A
Filing Party: N/A
Date Filed: N/A
<PAGE> 1
PROXY STATEMENT OF
RAMEX SYNFUELS INTERNATIONAL, INC.
P.O. Box 10375
Spokane, WA 99209-0375
SPECIAL MEETING OF SHAREHOLDERS TO BE HELD AT THE
The Rosewood Restaurant
9421 West Higgins Road
Rosemount, Illinois 60018
August _, 2000
2:00 P.M. Central Time
This proxy statement is being furnished to the shareholders of Ramex
Synfuels International, Inc., a Nevada Corporation ("Ramex") in connection with
the solicitation of proxies by the Board of Directors of the Company for the
use at the Special Meeting of Shareholders to be held August ____, 2000, at
2:00 P.M. Central Time, at the Rosewood Restaurant, 9421 West Higgins,
Rosemount, Illinois 60018. This Proxy Statement and the accompanying proxy form
are being first sent or given to shareholders on or about _______________, 2000
and to shareholders of record on _______________, 2000. At the meeting,
shareholders of record will be asked to consider a vote on certain matters as
hereafter described in this Proxy Statement. THE BOARD OF DIRECTORS RECOMMENDS A
VOTE IN FAVOR OF ALL PROPOSALS AS SUBMITTED.
By returning your signed proxy on the enclosed form, you authorize the
proxy holder to vote your shares as you indicate on the items of business to be
presented at the meeting and to vote your shares as you indicate on the items of
business to be presented at the meeting and to vote your shares in accordance
with the proxy holder's best judgment in response to proposals indicated by
others at the meeting. Proxies, which are executed but do not specify a vote
for, against, or in abstention, will be voted for the proposals contained
herein.
SUMMARY TERM SHEET
--------------------
The reorganization and related transactions proposed in this Proxy
Statement are described in summary below:
- Ramex is proposing a reverse stock split of its existing outstanding
common stock on a one for thirty basis. This will reduce the outstanding shares
from 28,138,765 to approximately 937,957 shares.
- Ramex proposes to issue 9,212,043 shares of post reverse split common
stock to the shareholders of SportsSports.com, Inc. for all of the outstanding
shares of common stock of SportsSports.com, Inc. (10,000 shares).
- Ramex will also issue 350,000 shares of common stock for consulting
services in regard to this transaction. One of the recipients, Eric Moe, is the
son of the Ramex's President, Maynard Moe. See "Conflict of Interest of Members
of the Board and Others."
- Ramex will sell its current proprietary assets (including technology
licenses and patents) to Maynard Moe for $1.00. See "Conflict of Interest of
Members of the Board and Others."
- The reorganization will result in (a) the Ramex shareholders holding
approximately ten percent (10%) of the shares in the surviving business, and (b)
Diane Wasserman, the wife of the incoming president of Ramex, Phillip Wasserman,
and 100% shareholder of SportsSports.com owning 88% of Ramex
<PAGE> 2
- The auditors of SportsSports.com have expressed substantial doubt in their
opinion accompanying SportsSports.com's financial statements that
SportsSports.com can continue as a viable business with its current negative
working capital. SportsSports.com intends to effect a private offering of the
common stock of the surviving entity to provide such capital.
- Following the reorganization, the Board of Directors of Ramex will consist
entirely of individuals who are currently members of SportsSports.com's
management. Current members of Ramex's Board of Directors will no longer serve
in that capacity.
- Insiders or affiliates of Ramex are being paid consulting fees and being
issued common stock in connection with the transaction. See "Conflicts of
Interest of Members of the Board and Others."
- After the reorganization, the business of Ramex will be limited to the
business conducted by SportsSports.com, Inc.
REVOCABILITY OF PROXY
-----------------------
The proxies are being solicited by the Board of Directors and may be
revoked by any shareholder giving notice of such revocation to the Ramex, in
writing, at the following address:
Ramex Synfuels International, Inc.
PO Box 10375
Spokane, WA 99209-0375
The proxy may also be revoked by any shareholder giving such proxy by
appearing in person at the meeting and advising the Chairman of the meeting of
his intent to revoke the proxy.
EXPENSES OF SOLICITATION
--------------------------
The expenses (estimated to be approximately $25,000) of preparing and
mailing this Proxy Statement and related materials to shareholders of
Ramex are paid for by SportsSports.com, Inc. Solicitation will be by mail and
personal contact. Ramex is also requesting brokers, custodians, nominees and
fiduciaries to forward this proxy statement to the beneficial owners of the
shares of common stock of Ramex held of record by such persons. Ramex will
not reimburse such persons for the cost of forwarding.
CONFLICTS OF INTEREST OF MEMBERS OF THE BOARD AND OTHERS
-----------------------------------------------------------------
The sole shareholder of SportsSports.com, Inc., which is bearing the
expenses of this solicitation, will receive approximately 90% of the outstanding
common stock of Ramex if the Agreement and Plan of Reorganization described
below is approved by Ramex shareholders. Phillip Wasserman, the husband of the
sole shareholder of SportsSports.com, Inc., is a nominee for election as a
director of RamexPursuant to the Agreement and Plan of Reorganization, Terry
Dunne and Eric Moe, the son of the President of Ramex, will receive 100,000
shares and 250,000 shares respectively of post-split Ramex common stock. These
shares are being issued to these individuals for their assistance in effecting
the reorganization. Mr. Dunne and Mr. Moe assisted Ramex and SportsSports in
structuring the transaction, and Mr. Moe assisted SportsSports in obtaining a
public relations firm for the consolidated company. Additionally, a Washington
Business Trust of which Maynard M. Moe, the President of Ramex, is the sole
<PAGE> 3
trustee, has been paid a consulting fee by SportsSports of $130,000 in
consideration of Mr. Moe's assistance in effecting the reorganization. Mr. Moe
is required by the Reorganization Agreement to utilize a portion of the fee to
satisfy Ramex debts and liabilities (estimated at approximately $42,000). The
remainder of the fee will be retained by Mr. Moe. After approval of the
reorganization, Ramex will sell its current proprietary assets (including
technology licenses and patents) to Maynard Moe or his assignee for $1.00.
Although Ramex previously viewed the technology licenses and patents as
valuable, Ramex has inadequate capital to complete the research and technology
necessary to fully develop that technology and has not been able to attract that
capital. Although it has not actively attempted to sell the technology,
management of Ramex also believes that it is unable to sell the technology for
more than nominal consideration at this time. Among other things, license and
royalty payments to the patent owner are payable in connection with the
ownership of the patent and with respect to revenues generated by use of the
technology. Finally, as a condition to the reorganization transaction
SportsSports.com, Inc. desires that all assets relating to the oil business be
transferred by Ramex so that shareholders and potential investors in Ramex are
not confused as to the purpose of the resulting entity. For the foregoing
reasons, the Board of Directors unanimously approved the transfer of the
technology to Mr. Moe for nominal consideration. No independent appraisal of
the value of the technology was obtained by the Board in making this
determination.
VOTE REQUIRED FOR APPROVAL
-----------------------------
The holders of shares of common stock are entitled to one vote for each
share of common stock held as of the record date. There is no cumulative voting.
Ramex presently has a total of 28,138,765 shares of common stock outstanding.
The proposals described herein must be approved by a majority of the shares
entitled to vote on the matter. The approval requirement means that a total of
14,069,383 shares of common stock must be voted in favor of the following items
in order for these items to be effective. Broker non-votes will be treated as
votes against the matters submitted for consideration by the stockholders. Each
director and several large shareholders (together holding 53% of the voting
power of the common stock of Ramex) have executed a written statement that they
intend to vote their shares in favor of the matters being submitted to the
shareholders for vote in this Proxy Statement. Pursuant to the Reorganization
Agreement, the approval of the Reorganization Transaction is conditioned upon
the approval of the reverse stock split. No other matters are conditioned upon
the approval of any other matters that are submitted for approval of the
shareholders in this Proxy Statement. Because shareholders holding 53% of the
voting power of the common stock have indicated an intention to vote for the
transactions referenced in this Proxy Statement, unless such individuals vote
otherwise, the matters set forth for consideration will be approved by a
majority of the Ramex shareholders.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
---------------------------------------------------------------------
The following table sets forth information, as of June 30, 2000, as to each
person who is known to Ramex to be the beneficial owner of more than 5% of the
Common Stock of Ramex, and as to the security ownership of each Director of
Ramex and all officers and Directors of Ramex as a group. Except where
specifically noted, each person listed in the table has sole voting and
investment power with respect to the shares listed.
<PAGE> 4
<TABLE>
Security Ownership
Title Name and Address Amount and Nature Percent
of Class of Beneficial Owner of Beneficial Ownership of Class
------------ -------------------------- ------------------------ ------------
<C> <S> <S> <S>
Directors and Executive Officers:
Common Stock MAYNARD M. MOE 8,913,200 31.68%
President, Chief Executive
Officer, Director
2204 W. Wellesley
Spokane, WA 99205
Common Stock JOHN F. MAYER 3,257,100 11.58%
Director
534 Valley Drive
Kerrville, Texas 78028
Common Stock KERRY WEGER 641,000 2.28%
Secretary/Treasurer
3023 Daniel Street
Bloomington, IN 47401
Common Stock GEORGE SHUTT 92,450 .33%
Director
17582 Meridith Dr.
Santa Ana, CA 92705
Common Stock SIGURD "MORRIS" MATHISEN 81,750 .30%
Vice-President
6415 N. Fleming
Spokane, WA 99208
Common Stock ALL DIRECTORS and 12,985,500 46.17%
Executive Officers as a group
(5 persons) as of the date of this Form 10-K
</TABLE>
No other stockholder owns more than 5% of Ramex's voting securities. If the
reorganization referenced herein is effected, the shares of Ramex will be owned
as follows:
<TABLE>
Security Ownership
Title Name and Address Amount and Nature Percent
of Class of Beneficial Owner of Beneficial Ownership of Class
------------ -------------------------- ------------------------ ------------
<C> <S> <S> <S>
Directors and Executive Officers:
------------------------------------
Common Stock DIANE WASSERMAN () 9,212,043 87.7%
President, Chief Executive
3813 Embassy Court
Palm Harbor, Florida 34685
Common Stock PHILLIP WASSERMAN(1) 9,212,043 87.7%
Director
3813 Embassy Court
Palm Harbor, Florida 34685
Common Stock ALL DIRECTORS and Executive
Officers as a group (expected
to be four persons as of the
date of this Proxy Statement) 9,212,043 87.7%
</TABLE>
The shares of common stock are held by Diane Wasserman. Phillip Wasserman is
the husband of Diane Wasserman and is therefore regarded as the beneficial owner
of the securities held by Ms. Wasserman.
<PAGE> 5
SECTION 16 REPORTS
The requirements imposed by Section 16(a) of the Securities Exchange Act of
1934, as amended, provide that Ramex's Officers and Directors, and persons who
own more than ten percent of Ramex's Common Stock, file initial statements of
beneficial ownership (Form 3), and statements of changes in beneficial ownership
(Forms 4 or 5) with the Securities and Exchange Commission ("SEC"). Officers,
directors and greater than ten percent shareholders are required by SEC
regulations to furnish Ramex with copies of all such forms they file. Based
solely on its review of the copies of such forms received, Ramex believes that
during its fiscal year ended January 31, 2000, the above referenced forms were
filed on a timely basis.
ATTENDANCE OF SEATED DIRECTORS AT 1999 DIRECTOR MEETINGS
During Ramex's fiscal year ended January 31, 2000, the Board held three
meetings. Of the current directors, all attended at least 75% of those
meetings. The Board held no separate committee meetings during that year.
RENUMERATION OF DIRECTORS AND OFFICERS
For the fiscal year ended January 31, 2000, Maynard Moe, President of
Ramex, received total compensation of $12,000. None of the other officers of
Ramex received cash or other compensation. The directors of Ramex received no
compensation for services rendered to Ramex during the fiscal year ended January
31, 2000.
Stock Option and Compensation Bonus Plan:
Ramex's Stock Option and Compensation Bonus Plan (the "Plan") authorizes
3,000,000 shares of Common Stock for issuance to directors, officers,
key-employees, consultants and advisors who contribute materially to the success
and profitability of Ramex and who provide key services, consultation or advice
to Ramex. As of January 31, 1991, 666,666 shares had been issued pursuant to
the Plan. No shares have been issued since that time. The Plan is intended to
advance the interests of Ramex by encouraging and enabling the directors,
officers, key employees, consultants and advisors to acquire and retain a
proprietary interest in Ramex by ownership if its stock.
The Plan is administered by the Board of Directors. The exercise price of
each option is to be not less than 76% of the fair market value of the Common
Stock on the date of grant or issuance. An option may be exercised for the
following maximum amounts: 33% of the amount granted any time at least six
months subsequent to the date of grant, an additional 33% of the amount granted
any time at least 15 months subsequent to the date of grant, an additional 34%
of the amount granted any time at least 27 months subsequent to the date of
grant.
Options under the Plan may not be sold, pledged, signed, hypothecated,
transferred or otherwise disposed of and are exercised only by the Optionee or
upon his death by his legal representative.
In the event of termination for cause of an Optionee's employment with
Ramex, the options shall expire immediately upon such termination. If the
Optionee dies during his employment with Ramex, his options shall be exercisable
by his personal representative to the extent the Optionee would have been
entitled to exercise such option if he had continued to live and be in such
employment, for the lesser of one year after his death or for the remaining term
of the option.
<PAGE> 6
If the reorganization is effected as contemplated herein the Plan will be
terminated and replaced with a new stock option plan.
INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS
----------------------------------------------------------------
Except with respect to the matters referenced above under "Conflict of
Interest of Members of the Board and Others", there have been no transactions or
series of transactions, or proposed transactions during the last fiscal year to
which Ramex is a party in which any director, nominee for election as a
director, executive officer or beneficial owner of five percent or more of
Ramex's common stock, or any member of the immediate family of the foregoing had
or is to have a direct or indirect material interest exceeding $60,000.
MATTERS TO BE CONSIDERED AT THE SPECIAL SHAREHOLDERS' MEETING
---------------------------------------------------------------------
ITEM NO. 1 - REVERSE SPLIT OF OUTSTANDING SHARES
The Board of Directors is recommending that the shareholders approve a
reverse split of the issued and outstanding shares of the common stock of Ramex
on a one for thirty basis (1 for 30). The split will have no material effect on
the relative rights of the holders of the outstanding common stock. Following
the reverse split, 30 shares of currently outstanding common stock will equal
one share of post split outstanding common stock. All fractional shares of
stock will be rounded up to the next whole share. The purpose of effecting the
reverse split is to create a market price for the common stock of Ramex that is
more acceptable for purposes of trading in Ramex common stock and creates the
possibility of a more attractive listing for the stock. Based upon the current
price of Ramex, the split should result in an initial price of more than $1. In
the past, Ramex common stock has traded for as low as .01. The Board sees no
disadvantages in effecting this reverse stock split.
ITEM NO. 2 - AGREEMENT AND PLAN OF REORGANIZATION WITH SPORTSSPORTS.COM, INC.
AND ITS SHAREHOLDERS
The Board of Directors is unanimously recommending that the shareholders
approve and ratify the Agreement and Plan of Reorganization as adopted by the
Board of Directors, to effectuate a reorganization of Ramex whereby the
shareholders of SportsSports.com, Inc. would become shareholders of Ramex, and
SportsSports.com, Inc. would become a wholly-owned subsidiary of Ramex. Maynard
Moe, President and a member of the Board of Directors of Ramex, has a conflict
of interest with respect to the transaction. See "Conflicts of Interests of
Members of the Board and Others."
BACKGROUND OF TRANSACTION
---------------------------
In late September, 1999, the president of Ramex, Maynard Moe, and the
president of Sports.com, Phillip Wasserman, were introduced by Terry Dunne. See
Conflicts of Interest of Members of the Board and Others, above. Mr. Moe and
Mr. Wasserman, on behalf of their respective companies, negotiated the terms of
the transaction during the fall of 1999. Mr Dunne and Eric Moe, the son of
Maynard Moe, assisted Mr. Wasserman and Mr. Moe in structuring the transaction.
The Agreement and Plan of Reorganization, dated as of November 22, 1999, was
executed by the parties on January 7, 2000. Pursuant to the Reorganization
Agreement, Ramex will acquire all of the outstanding common stock of
<PAGE> 7
SportsSports.com, Inc. (a Florida Corporation) and SportsSports.com will become
a wholly-owned subsidiary of Ramex. The agreement provides for the issuance of
9,212,043 shares (87.7% of the post reverse split) of the common stock of Ramex
to the shareholders of SportsSports.com, and the issuance of 350,000 shares
(post reverse split) to two individuals as consulting fees in regard to this
transaction. These shares of common stock have not been registered under the
Securities Act of 1933, as amended (the "Act"), and may not be resold unless the
shares are registered under the act or an exemption from such registration is
available.
The entire text of the Agreement and Plan of Reorganization is being
furnished with this proxy statement.
RAMEX SYNFUELS INTERNATIONAL, INC.
-------------------------------------
Information on the business of Ramex is contained in Item 1 of Part I of
the amended Form 10-K (which is attached to the Proxy Statement) of Ramex for
the fiscal year ended January 31, 2000, and is incorporated herein by reference.
THE BUSINESS OF SPORTSSPORTS.COM
-----------------------------------
SportsSports.com, Inc. is a Florida Corporation which was incorporated on
September 14, 1999, and which primarily conducts business on the Internet as
Sportsend.com. The corporate headquarters are located in Clearwater, Florida.
SportsSports.com, Inc. owns and operates an Internet site that offers for
sale sports collectibles and memorabilia, clothing, sports merchandise, and
sporting equipment on the Internet. Additionally, assuming adequate capital is
raised following the reorganization, SportsSports plans to offer outdoor and
recreational items, sports related toys, sports vacation packages, and to expand
into the health and fitness markets through the addition of exercise equipment,
fitness videos and nutritional and dietary supplements to its product line. The
products offered by SportsSports.com, Inc. on its website will hereinafter be
referred as the "Sports Products." In addition to retail sales,
SportsSports.com, Inc. plans to operate an auction of certain of its
merchandise online ( together with the online retail sale of Sports Products,
the "Business"). The Mission of SportsSports.com, Inc. is to provide
top-quality Sports Products to fans, athletes and sportspeople over the
Internet utilizing the latest technology available to create an atmosphere of
entertainment and one stop shopping.
Electronic Commerce
--------------------
The Internet is an increasingly important medium for commerce. Although a
small part of the whole, the e-commerce segment is one of the fastest growing
segments of U.S. economy. The following statistics are illustrative:
- Forrester Research estimates that online purchases by U.S. consumers will
grow from approximately $20 billion in 1999 to $184 billion by 2004,
representing a compound annual growth rate of 56%.
- International Data Corporation estimates that the number of total online
purchasers will grow from approximately $31 million in 1998 to $183 million in
2003, representing a compound annual growth rate of 43%.
- According to Forrester Research, it is projected that U.S. consumers will
purchase $4.2 billion of sporting goods online in 2004.
<PAGE> 8
In addition to its widespread prevalence, e-commerce offers several advantages
to SportsSports.com, Inc. over the traditional store-based sports merchandise
retailers. First, because online retailers are not constrained by shelf space,
they are able to "display" a large number of products at lower cost. In
addition, online retailers can more easily and frequently adjust their featured
selections and editorial content and pricing, thereby providing significant
merchandising flexibility. Online retailers also benefit from the ability to
reach a large group of customers from a central location, thus exploiting the
potential for low-cost customer interaction. Unlike traditional retail channels,
online retailers do not have the burdensome costs of managing and maintaining a
retail store infrastructure or the significant printing and mailing costs of
catalogs. Finally, online retailers also can more easily obtain demographic and
behavioral data about customers, increasing their opportunities for targeted
marketing and personalized services.
Sporting Goods Industry
-------------------------
SportsSports.com, Inc. believes that the sporting goods industry is rapidly
growing. According to the Sports Business Research Network, total U.S. retail
sales of sporting goods were approximately $77 billion in 1998 and has grown at
a 6.8% compound annual rate since 1994. Moreover, according to the Sporting
Goods Manufacturer's Association, the number of people who actively participate
in sports, fitness and outdoor activities grew 19% from 68.5 million in 1987 to
81.6 million in 1996.
The statistics further show that the sporting goods industry is highly
fragmented. According to Sports Trend, a trade publication, the top five U.S.
based sporting goods specialty retailers in 1998, excluding mass merchandisers,
accounted for only $6.6 billion of total industry sales. In addition to being
highly fragmented, SportsSports.com, Inc. believes that the traditional
store-based retail stores are limited in that mass merchant retailers and
discount stores often offer attractive pricing but offer only a select few of
each manufacturer's product line and lack trained, knowledgeable sales people.
Local and regional chain stores often have a broader line of branded products,
but lack extensive product knowledge at the individual store level. Specialty
stores such as golf and ski shops may offer better customer service, but charge
higher prices and traditionally have a narrower selection of products. Mail
order catalogers typically focus on one extensive selection or in-depth product
information. Based on the foregoing, SportsSports.com, Inc. believes that the
traditional retail channel for sporting goods fails to satisfy fully consumers'
desire for selection, product information, expert advice, personalized service
and convenience.
The "Sports Village"Website and Technology
----------------------------------------------
SportsSports.com, Inc.'s website is located at www.sportsend.com. The
website is secure through Verisign. There are no current link arrangements with
other websites, but the website is listed in several search engines.
SportsSports.com, Inc. is in the process of building a virtual "Sports
Village," or sports community, which will consist of six sections or individual
"sites" consisting of (1) Exclusive Sports Collectibles and Merchandise; (2)
Sporting Goods; (3) Fitness and Nutrition; (4) Outdoors and Recreation; (5)
Travel; and (6) Auction. As of the date of this Proxy Statement, the Sports
Village is still being constructed. The only products currently available on
SportsSports.com, Inc.'s website are sports collectibles and merchandise,
clothes, and a limited number of sporting goods. Upon full implementation of
<PAGE> 9
its proposed technology and site plans, SportsSports.com, Inc. intends that the
site will provide for a value-added shopping experience complete with online
"chat" rooms with sports personalities and a vast selection of Sports Products.
(1) Sports Collectibles and Merchandise Community. This section of the
site is currently operational and is targeted to the serious sports enthusiast.
It consists of chat rooms, weekly trivia contests with prizes, monthly prize
giveaways and offers exclusive sports collectibles and merchandise such as
autographed sports equipment and original and limited edition artwork.
Additionally, SportsSports.com, Inc. intends to implement a section for each
professional sports team and the major college teams featuring team-specific
merchandise and weekly columns written by representative athletes or famous
alumni. SportsSports.com, Inc. anticipates that this content will entice
shoppers to return each week to read what their sports heroes have to say as
well as build traffic and sales and further the sports community concept.
SportsSports.com, Inc. intends to contract directly with individual athletes to
author individual columns. However, as of the date of this Proxy Statement,
SportsSports.com, Inc. has not entered into any written contract or other formal
arrangement with any representative athlete or famous alumnus to write the
columns and there is no indication that it will be able to do so.
(2) Sporting Goods Community. SportsSports.com, Inc. plans to offer a
wide variety of traditional sporting goods equipment (such as bats, footballs
and golf clubs) from sports such as auto racing, hockey, football, baseball and
basketball; clothing; outdoor and recreation equipment; fitness videos and
equipment; dietary and nutritional supplements; and sports-related toys. As of
the date of this Proxy Statement, this portion of SportsSports.com, Inc.'s
website offers only limited sporting goods, and clothes. Although
SportsSports.com, Inc. intends to add the additional sporting goods to its
product line, there is no guarantee that it will be able to do so, or, if it is
able to do so, that SportsSports.com, Inc. will generate any meaningful revenues
from the sale of such additional sporting goods.
(3) Nutrition and Fitness Community. This community will be the
"wellness" portion of SportsSports.com, Inc.'s web site and will feature sports
nutritional supplements and vitamins, workout apparel and equipment, dietary
tips and healthy recipes (the "Wellness Products"). SportsSports.com, Inc.
believes that nutritional supplements have a very strong market and are high
margin products. As of the date of this Proxy Statement, this portion of the
site is not yet operative. It is anticipated that substantial capital will need
to be expended to obtain and integrate the software technology necessary to
fully implement this component into the website, and there is no guarantee that
the site will ever or be operative, or, if it is operative, that
SportsSports.com, Inc. will generate any meaningful revenues from the sale of
Wellness Products.
(4) Outdoor and Recreation Community. SportsSports.com, Inc. is in the
process of creating an outdoor sportsman and recreation site that will include
high-end ski, hiking, fishing, hunting, camping, and outdoor apparel and
recreation equipment. SportsSports.com, Inc. projects that this portion of its
website will become operational in late 2000 or early 2001and anticipates that
it will offer in excess of 100,000 outdoor and recreational Sports Products by
the end of year 2001. It is anticipated that substantial capital will need to be
expended to obtain and integrate the software technology necessary to fully
implement this component into the website, and there is no guarantee that the
site will ever or be operative, or, if it is operative, that SportsSports.com,
Inc. will generate any meaningful revenues from the sale of outdoor and
recreation equipment and merchandise.
<PAGE> 10
(5) Auction. SportsSports.com, Inc. intends to create a 24 hour a day,
7 day a week, auction portion of its website whereby SportsSports.com, Inc. will
accept bids and auction sports related collectibles and memorabilia.
SportsSports.com, Inc. believes that the auction will serve to direct traffic to
its website and will be profitable. It is anticipated that substantial capital
will need to be expended to obtain and integrate the software technology
necessary to fully implement this component into the website, and there is no
guarantee that the site will ever or be operative, or, if it is operative, that
SportsSports.com, Inc. will generate any meaningful revenues from the auction of
its merchandise.
(6) Travel. SportsSports.com, Inc. intends to offer many types of
sports oriented travel, including cruises and safaris. This section of the site
will offer packaged travel vacations including accommodation, tickets, and
transportation to various sporting events. It is anticipated that substantial
capital will need to be expended to obtain and integrate the software technology
necessary to fully implement this component into SportsSports.com, Inc.'s web
site and there is no guarantee that the site will ever be operative, or, if it
is operative, that SportsSports.com, Inc. will generate any meaningful revenues
from the sale of travel packages.
SportsSports.com, Inc. anticipates that its website will feature the very
latest in web technology. Utilizing the proceeds of its anticipated private
offering of common stock of Ramex, SportsSports.com, Inc. plans to purchase and
implement new hardware and software. SportsSports.com, Inc. plans on purchasing
and implementing a state of the art IBM e-commerce platform with a fully
integrated backend accounting and order fulfillment system. SportsSports.com,
Inc. also intends on purchasing IBM hardware. Some of the features of the
proposed system include:
- Product Cross Selling. As products are added to the website shopping
cart, the system will recommend other products which compliment the purchase.
For example, if the product to be purchased is a football, the system will
recommend a football carrying case.
- Product "Up" Selling. As products are added to the website shopping
cart, the system will recommend other products which cost more money or perhaps
have a better profit margin but are along the same theme of the original item.
For example, if the product to be purchased is a Pete Rose signed statistics
baseball, the system may recommend a matching Pete Rose signed statistics jersey
and baseball combination at a lower price for the package.
- Gift Service. Customers browsing for a gift for someone can input
specific information about the individual's preferences and a price range. The
system will make suggestions based on this information.
- Ordered Listings. When individuals choose to search the site they
may get a listing of products based on their search criteria. The system will
ensure that the products at the top of the list are items of the highest
interest.
- Daily Specials. The system will provide daily specials based on who
is browsing on the site. The daily special for one viewer may not be the same as
what another viewer is looking at based on the viewer's interest. This feature
will only work for guests who have visited the site before. If it is a first
time visit, the system will show an item that historically is very popular.
Other features may include customer order tracking online, gift
certificates, special tiered and membership pricing and an auction site.
<PAGE> 11
The Sports Products
---------------------
There are currently over 10,000 Sports Products available on
SportsSports.com, Inc.'s website. These Sports Products include exclusive sports
collectibles and merchandise, sporting goods, and clothes. SportsSports.com,
Inc. plans to add an additional 25,000 Sports Products by the end of the year
2000, including sports related toys, outdoor and recreational equipment for
fishing, skiing, hiking, hunting, and camping, sports equipment for working out,
nutritional and dietary supplements geared for the athlete, sports related toys,
and sports vacation packages. SportsSports.com, Inc. believes that it occupies a
unique niche in the sporting goods industry because it offers traditional
sporting goods such as clothes and sporting equipment as well as high-end
collectibles such as one of a kind sports memorabilia and original art.
Exclusive Sports Collectibles and Merchandise
SportsSports.com, Inc. presently offers and plans to continue to offer
specialty sports collectibles and merchandise which SportsSports.com, Inc.
believes are not currently available in the traditional retail sports store
arena or through other e-commerce entities. These exclusive items include
signed memorabilia obtained through SportsSports.com, Inc.'s contacts with
athletes and sports personalities and original sports-related artwork by
artists such as Peter Max. SportsSports.com, Inc. also presently offers
exclusive merchandise such as animation cells; autographed plaques, helmets and
jerseys; and original and limited edition sports related artwork.
SportsSports.com, Inc. believes that the advantages of offering unique sports
memorabilia and artwork are (i) exclusivity, (ii) high profit margins, (iii)
high customer demand, and (iv) repeat business from satisfied customers.
There can be no guarantee that SportsSports.com, Inc. will be able to
procure a sufficient supply of original exclusive Sports Products to satisfy
customer demand for such items or that it will be able to generate a profit from
the sales of exclusive sports collectibles and merchandise.
SportsSports.com, Inc. is an authorized reseller for Antigua Sportswear
(Clothing). Additionally, it represents a host of other clothing and
merchandise vendors including Mounted Memories (Specialty Memorabilia), Suntime
\ Links Walker (Merchandise and Jewelry), Steiner Sports (Memorabilia) and
Mitchell & Ness (Clothing). Although SportsSports.com, Inc. anticipates that it
will be able to obtain an adequate supply of Sports Products from manufacturers
and vendors, SportsSports.com, Inc. has no written supply or other contracts
with any Sports Products manufacturer or vendor, and there can be no guarantee
that it will be able to obtain sufficient quantities of quality merchandise on
acceptable commercial terms to SportsSports.com, Inc
Marketing
---------
SportsSports.com, Inc.'s intention is to establish itself as a primary
global brand for retail sporting goods, and in so doing, ensure repeat visits,
and repeat sales, from satisfied customers. SportsSports.com, Inc. intends to
use a combination of traditional and online marketing strategies to maximize its
brand recognition:
- Online Advertising. SportsSports.com, Inc. intends to continue
establishing relationships with major online shopping portals to market Sports
Products to shoppers and to build brand awareness. Portals are Internet sites
that contain their own channels and provide access to the rest of the Internet.
Most people connect to the web through portals. As such, portals are critical
<PAGE> 12
to SportsSports.com, Inc.'s plan to build awareness of its brand and direct
traffic to its website. SportsSports.com, Inc. currently has a pending contract
with ABOUT.COM to obtain prominent positioning on each page of ABOUT.COM's
sports portal.
- Television, radio, and print advertising. SportsSports.com, Inc.
intends to use a mix of traditional media to build brand awareness.
SportsSports.com, Inc. is currently planning a nationwide television campaign
and is currently in negotiations to conduct a nationwide radio campaign, payment
for which will be based on a percentage of SportsSports.com, Inc.'s sales.
SportsSports.com, Inc. also plans to brand its website on radio shows such as
Howard Stern, Jim Rome, Rush Limbaugh, and other national radio programs.
However, as of the date of this Proxy Statement, SportsSports.com, Inc. has
not entered into any formal arrangements for either television or radio
advertising. Additionally, inclusion of the names of the radio personalities
listed in this paragraph is in no way an endorsement by these individuals of
SportsSports.com, IncSportsSports.com, Inc. also plans to produce a monthly
newsletter that it will send to select customers. The newsletter will inform
customers of new products, special events and promotions, and new features
available on SportsSports.com, Inc.'s site.
- Promotions and events. SportsSports.com, Inc. plans on conducting
promotions and events such as hosting live Internet signings of memorabilia
with sports personalities. SportsSports.com, Inc. intends that these signings
will be major media events and will allow SportsSports.com, Inc. to collect a
large number of customer names and email addresses. Additional promotions on the
site will include give-aways, sports-related sweepstakes and trivia contests
with prizes. Although SportsSports.com, Inc. is presently negotiating with
sports personalities and athletes, as of the date of this Proxy Statement,
SportsSports.com, Inc. has not yet entered into any formal contracts with any
athlete or sports personality to conduct live internet signings.
- Auctions. SportsSports.com, Inc. plans on auctioning its Sports
Products at various auction sites on the Internet. SportsSports.com, Inc.
believes that posting thousands of products on the highly popular auction sites
will serve to both promote SportsSports.com, Inc.'s "Sports Village" website and
help to build brand recognition for SportsSports.com, Inc
- E-mails. SportsSports.com, Inc. intends on developing a large
customer e-mail data base. By conducting trivia contests and other promotions,
SportsSports.com, Inc. intends to acquire a large quantity of e-mail addresses
and personal information regarding individual customers' sport-specific
preferences. Additionally, SportsSports.com, Inc. plans on offering membership
to its website entitling the member to participate in certain promotions and
contests. In exchange, SportsSports.com, Inc. will receive its members' e-mail
addresses and sport-specific preferences. SportsSports.com, Inc. then intends
to employ technology which will target returning customers and make specific
offers to them based on their purchase history, sports preferences, and shopping
behavior.
Product Fulfillment
--------------------
SportsSports.com, Inc. houses inventory at its warehouse in Clearwater,
Florida and relies heavily on common carriers such as United Parcel Service and
the U.S. Postal Service to deliver its customers' orders. Additionally, some
shipments are made directly from the manufacturers or vendors to the customer.
SportsSports.com, Inc. uses its own personnel to monitor and manage the billing,
packaging, and delivery of the Sports Products to ensure customer satisfaction
and repeat sales and plans to implement software to aid in product fulfillment.
<PAGE> 13
Competition
-----------
Competitors vary in size and in scope and in the breadth of the sports
related products offered. The Internet industry in general is intensely
competitive and several Internet sports merchandise retailers exist.
Additionally, SportsSports.com, Inc. competes with a variety of traditional
store-based companies and catalogue companies as well as with manufacturers.
SportsSports.com, Inc.'s current competitors include:
- online retailers including FOGDOG, Inc., Dsports, MVP, NFL and ESPN;
- traditional, store-based national chain athletic footwear retailers such
as Just for Feet;
- discount stores such as Target and Kmart;
- traditional, store-based, national chain sporting goods retailers such as
The Sports Authority and the Venator Group (Footlocker brands and Champs);
- manufacturers selling sporting goods online such as K-Swiss and Patagonia;
- catalog sporting goods retailers such as Eastbay, TSI and Edwin Watts;
- numerous local sporting good stores.
SportsSports.com, Inc. believes that its competitive edge in the Internet
sports merchandise market will be its unique "Sports Village" concept and its
ability to provide a wide variety of Sports Products including unique sports
memorabilia and art which SportsSports.com, Inc. believes is not currently
available through any other online or traditional store-based sports merchandise
retailer. However, the sports merchandise industry is intensely competitive and
many traditional store based competitors and online competitors have larger
customer bases, larger operating histories, established relationships with
suppliers and manufacturers, and greater financial resources than
SportsSports.com, Inc. Accordingly, there can be no assurance that
SportsSports.com, Inc. will be able to compete with current or potential
competitors.
Employees
---------
SportsSports.com, Inc. currently employs four executive officers: Phillip
Wasserman, Eric Colangelo, James T. Pollock and Danny L. Johnson.
SportsSports.com, Inc.'s present staff consists of thirteen full-time employees,
four of which are full-time programmers. SportsSports.com, Inc. anticipates
hiring approximately twelve salespeople by the end of 2000 and two employees to
work in product fulfillment at SportsSports.com, Inc.'s warehouse.
Facilities
----------
SportsSports.com, Inc. is conducting its operations from a 6,500 square
foot corporate headquarters located in Clearwater, Florida which consists of
office and warehouse space. SportsSports.com, Inc. pays monthly rent in the
amount of approximately $6,500 for the use of such premises. It is anticipated
that by the end of the year 2000, an additional 20,000 square ft. will be needed
for business expansion. It is uncertain at this time whether the current
building will allow for expansion or if relocation will be required.
Pro Forma Selected Financial Data:
<PAGE> 14
Pro Forma Balance Sheet
<TABLE>
April 30, 2000
----------------------------------------------------------------
SportsSports.com, Inc. Ramex Adjustments Combined
---------------------- ----------- ------------- ------------
<C> <S> <S> <S> <S>
Current Assets $ 217,562 $ 3,667 $ 130,000 (1) $ 301,211
$ (50,018)(2)
Equipment $ 39,451 $ 39,451
Other Assets $ 140,104 $ (140,104)(3) $ (60,122)
Total Assets $ 397,117 $ ,667 $ (60,122) $ 340,662
Current Liabilities $ 518,808 $ 50,022 $ (50,022)(2) $ 518,808
Long Term Liabilities $ 60,000 $ 60,000
Commitments and
Contingencies $ 10,100 $ (10,100)(2)
Stockholders' Equity $ (181,691) $ (56,455) $ (238,146)
</TABLE>
(1) Proceeds from trust account for purpose of liquidation of Ramex
liabilities
(2) Liquidation of Ramex liabilities
(3) Deposit on corporation shell
PRO FORMA INCOME STATEMENT
<TABLE>
September 14, 1999 (date of inception) to
January 31, 2000
----------------------------------------------------------------
SportsSports.com, Inc. Ramex Adjustments Combined
---------------------- ----------- ------------- ------------
<C> <S> <S> <S> <S>
Revenue $ 370,130 $ 370,130
Gross Profit $ 136,744 $ 136,744
Expenses $ 247,759 $ 20,783 $ 268,542
Net Loss $ (111,015) $ (20,783) $ (131,798)
Net Loss Per
Common Share $ (11.10) (NIL) $ (0.01)
</TABLE>
PRO FORMA INCOME STATEMENT
<TABLE>
February 1, 2000 through April 30, 2000
----------------------------------------------------------------
SportsSports.com, Inc. Ramex Adjustments Combined
---------------------- ----------- ------------- ------------
<C> <S> <S> <S> <S>
Revenue $ 397,642 $ 297,642
Gross Profit $ 158,233 $ 158,233
Expenses $ 228,909 $ 18,018 $ 246,927
Net Loss $ (70,676) $ (18,018) $ (88,694)
Net Loss Per
Common Share $ (7.07) (NIL) $ (0.01)
</TABLE>
<PAGE> 15
1) Supplementary Financial Information:
Please refer to enclosed audited financial statements as of January 31,
2000.
2) Management's Discussion and Analysis of Financial Condition and Results
of Operations:
As of April 30, 2000, SportsSports.com had current assets of $217,562 and
current liabilities of $518,808, for a negative working capital of $301,246.
Total assets were $397,117 and total liabilities were $578,808. During the
period from inception (September 14, 1999) through January 31, 2000 and the
first quarter of fiscal year 2001, respectively, SportsSports.com had sales of
$370,130 and $397,642, respectively and a gross profit of $136,744 and $158,233,
respectively. Operating expenses for those periods were $247,759 and $228,909,
respectively. The majority of these expenses consisted of marketing and
salaries.
SportsSports incurred a loss of approximately $111,000 for the period ended
January 31, 2000. This loss gives rise to a deferred tax asset of approximately
$37,745. Due to the fact that SportsSports is a relatively new entity, at this
time management believes that it is more likely than not that SportsSports will
not generate sufficient taxable income within the appropriate period to offset
this loss and therefore has established a valuation allowance for the full
amount of the deferred tax asset arising from this loss carryover.
SportsSports.com's working capital has been recently funded primarily by
loans ($395,000 in the aggregate) from Phillip Wasserman, its President. These
loans are non interest bearing and are payable on demand. These funds were in
turn obtained by Mr. Wasserman obtaining loans from certain venture capitalists.
It is intended that, pursuant to Ramex's proposed private offering, Ramex will
offer its securities to the individual holders of these notes resulting in
SportsSports' debt to Mr. Wasserman being exchanged for equity in Ramex.
Although it is intended that these notes be converted into equity and the
holders have indicated a desire to do so after the reorganization is effected,
there is no obligation on the part of the holders to do so. If the holders elect
to receive cash instead of equity, the Company will be obligated to reimburse
Mr. Wasserman, on demand, the amount of $395,000, which it currently is unable
to do.
Negotiations with a venture capital firm to infuse capital into
SportsSports.com have recently been terminated. Additional capital resources
are required for SportsSports.com to fund its growth and provide working
capital, and a private offering of the surviving entity's securities is planned
for this purpose. Although SportsSports.com, Inc. has specific individuals who
have expressed interest in acquiring Ramex securities after the reorganization,
it has no commitment for such investment at this time. Failure to obtain
sufficient additional capital to fund SportsSports' growth will force it to
cease operations. In this regard, SportsSports' certified public accountants
have expressed in their opinion accompanying the financial statements that are
attached to this Proxy Statement their substantial doubt about
SportsSports.com's ability to continue as a going concern because of
SportsSports lack of working capital. Consequently, the infusion of additional
capital through this successful completion of a private offering of the
surviving entity's securities is necessary for such entity's continued
operation. SportsSports is unable to predict if such capital will be
successfully raised.
<PAGE> 16
3) Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure:
SportsSports.com has had only one independent auditing firm, which is the
certified public accounting firm of Pender Newkirk & Company in Tampa Bay,
Florida. There were no disagreements with the accountants on accounting and
financial disclosure matters.
4) Audited Financial Statements:
SportsSports.com, Inc.'s audited financial statements for the period from
inception (September 14, 1999) through January 31, 2000 are included.
ADDITIONAL INFORMATION REGARDING THE TRANSACTION
1) Contact Information:
The principal executive offices of Ramex are:
2204 W. Wellesley
Spokane, WA 99205
Telephone: (509) 328-9633
Contact Person: Maynard Moe, President
The principal executive offices of SportsSports.com, Inc. are:
4790 140th Avenue N., Suite 508
Clearwater, Florida 33762
Telephone: (727) 507-9776
Contact Person: Phillip Wasserman, President
2) Business Conducted:
Ramex had been in the business of developing and extracting oil and has
from oil bearing shale. However, commercial production never commenced, and
Ramex has been inactive since 1995. SportsSports.com, Inc. (the company to be
acquired) sells sports memorabilia and related merchandise over the Internet to
individuals.
3) Terms of the Transaction:
Pursuant to the terms of the Agreement and Plan of Reorganization, Ramex
will acquire 100% (10,000 shares) of the outstanding common stock of
SportsSports.com, Inc. in exchange for 9,212,043 shares of Ramex's post reverse
split common stock. The reason for engaging in the transaction is that Ramex
has been inactive for the past eight (8) years, and the Board of Directors of
Ramex believes that the internet business engaged in by SportsSports.com, Inc.
has substantial upside potential if the surviving entity is able to obtain an
additional capital infusion to fund its growth.
The Agreement contains standard representations and warranties and provides
for the mutual indemnification of the parties for breaches of such
representations and warranties. Although the Agreement references an exhibit and
several schedules, none are attached to the Agreement. The Agreement and an
attached consulting agreement among Ramex, SportsSports.com, Inc. and Maynard
Moe, the president of Ramex, provide for the payment of a "consulting fee" to
Mr. Moe, which will be used partly to pay all of the debts and liabilities of
Ramex (approximately $42,000), and the remainder will be retained by Mr. Moe as
consideration for his assistance in negotiating and effecting the transaction.
<PAGE> 17
See "Conflicts of Interest of Members of the Board and Others." Other than
approval of the reverse stock split by the shareholders of Ramex, there is no
material condition to the closing of the transactions set forth in this proxy
statement.
As a result of the transaction, the shareholders of Ramex will own
approximately 10% of the resulting entity. Consequently, not only will the
Ramex shareholders' capital interest in the resulting entity be reduced from
100% to 10%, but their voting power will be similarly reduced. Following the
reorganization, the current shareholder of SportsSports.com, Inc. will own 87.7%
of the voting stock of Ramex and will be able to control the affairs of the
resulting entity, including the election of all members of the Board of
Directors.
Of the existing 28,138,765 outstanding shares of Ramex, 14,069,383 shares
would be required to vote favorably for this transaction in for it to be
effective. There are no changes in the rights of security holders as a result
of this transaction, except for the one for thirty reverse stock split.
Ramex's existing assets and liabilities will be sold, liquidated or paid
off. SportsSports.com paid $130,000 in January 2000 to a Washington Business
Trust of which Maynard M. Moe, the President of Ramex, is the sole trustee, in
consideration of Mr. Moe's assistance in effecting the reorganization. Mr. Moe
is required by the Reorganization Agreement to utilize a portion of the fee to
satisfy Ramex debts and liabilities (estimated at approximately $42,000). The
remainder of the fee will be retained by Mr. Moe.
The accounting treatment of this transaction will be under the requirements
of a reverse merger which results in the legal acquirer, Ramex., being the
accounting acquiree under purchase accounting. See Note 3 to SportsSports.com
financial statements which are attached to this Proxy Statement.
The net operating loss carryover of Ramex ($4,814,604 as of January 31,
2000) will be eliminated if the transaction is completed because of the material
change in ownership of the outstanding common stock of Ramex.
4) Regulatory Approvals
There are no federal or state regulatory requirements that must be complied
within regard to this transaction.
5) Reports, Opinions, Appraisals:
No reports, opinions or appraisals were obtained in connection with this
transaction.
6) Selected Financial Data:
Refer to Item 6 of Part II of the Form 10-K of Ramex for the fiscal year
ended January 31, 2000. This 10-K is included as an exhibit to this proxy.
ITEM NO. 3 - ELECTION OF DIRECTORS
----------------------------------------
The present Board of Directors of Ramex is recommending that Phillip
Wasserman, Jim Pollock, and Eric Colangelo, all of whom are affiliated with
SportsSports.com be elected as Directors of the Corporation until the next
meeting of shareholders. No current members of the Board of Directors of Ramex
are recommended to be members of the Board of Directors following the
<PAGE> 18
reorganization. The affirmative vote of a majority of the shares of common
stock in person or by proxy, assuming a quorum is present, is required to elect
the Board of Directors.
The proposed directors if elected currently intend to elect the individuals
identified below as officers of Ramex. Compensation arrangements for those
individuals have not been finalized. The business experience and brief
biographies of the proposed directors and officers are as follows:
Name Age Position
------------------------------- --- --------------------------------------
Phillip R. Wasserman 43 President and Director
Eric Colangelo 41 Chief Operating Officer and
Director
Jim Pollock 42 Senior Vice President, Purchasing
and Acquisition, and Director
Danny L. Johnson 51 Senior Vice President, Marketing
and Sales
PHILLIP R. WASSERMAN, age 43, the founder of SportsSports.com, Inc., is
President and a director of SportsSports.com, Inc., positions he has held since
SportsSports.com, Inc.'s inception. Prior to founding SportsSports.com, Inc.,
Mr. Wasserman served as a consultant to Phoenix Art Group, Inc. from 1996 to
1999, where he worked on specialty sports related art projects. From 1995 to
1996, Mr. Wasserman practiced criminal law in the state of Florida. In April
1995, Mr. Wasserman received a two-month suspension from the Florida Bar, and in
May, 1996, Mr. Wasserman received a one year suspension and a concurrent 90-day
suspension from the Florida Bar. The suspensions related to Mr. Wasserman's
courtroom behavior and to practicing law while his bar dues were not current.
Based upon the foregoing actions by Mr. Wasserman the Florida Bar forced Mr.
Wasserman (under threat of disbarment) to resign from the Florida Bar in March,
1997. During 1996 to 1998, Mr. Wasserman filed two separate Chapter 11
bankruptcy petitions and a Chapter 13 bankruptcy petition in connection with the
loss of his law practice, all of which were dismissed. In 1995, Mr. Wasserman
was convicted of indirect criminal contempt of court for using profane language
to a judge. His conviction was subsequently overturned on appeal. Mr.
Wasserman is a graduate of Kalamazoo College and Stetson University College of
Law.
ERIC COLANGELO, age 41, is the Chief Operating Officer of SportsSports.com,
Inc., a position he has held since November, 1999. During 1995 to 1999, Mr.
Colangelo served as the Chief Executive Officer and director of Sun Time
Enterprises, Inc., a sports and entertainment product wholesale and marketing
company. Mr. Colangelo received Ernst & Young's 1999 Entrepreneur of the Year
Award for the State of Florida.
JIM POLLOCK, age 42, is the Senior Vice President of Purchasing and
Acquisition for SportsSports.com, Inc., as well as a director of
SportsSports.com, Inc., positions he has held since September, 1999. During
1999 and to the present, Mr. Pollock served as the President of Totally Wheels,
Inc. and as a consultant to Wheel Goods Industry (both bicycle distributors) and
SportsSports.com, IncDuring 1995 to 1999, Mr. Pollock served as a buyer and
import coordinator for the Toys R Us Wheel Goods Department, where he was
responsible for purchasing, marketing and fiscal management of that business.
Mr. Pollock is a graduate of Pennsylvania State University.
<PAGE> 19
DANNY L. JOHNSON, age 51, is the Senior Vice President of Marketing and
Sales for SportsSports.com, Inc., a position he has held since April, 2000.
During 1997 to 1999, Mr. Johnson served as the Vice President of Field Sales for
Fleer/Sky Box International, a confection and collectible products manufacturer.
While Vice President of Field Sales, Mr. Johnson managed a sales force
consisting of five Regional Managers, three National Account Managers, 32
Brokers and two Key Account Managers. During 1994 to 1997, Mr. Johnson served
as Director of National Accounts for Fleer/Sky Box International. Mr. Johnson
received a Bachelor of Science Degree from Southeastern Massachusetts University
in 1972.
ITEM NO. 4 - CORPORATE NAME CHANGE
The Board of Directors of Ramex Synfuels International, Inc. is
recommending that the shareholders vote to approve the name change to
Sportsend.com, Inc. SportsSports.com, Inc. is currently operating under the
name "Sportsend.com" .
ITEM NO. 5 - OTHER MATTERS
The Board of Directors anticipates discussing the general operations of the
Corporation and related matters, and if any matters not now known or determined,
happen to come before the shareholders' meeting, the persons named in the
enclosed form of proxy or their substitutes will vote such proxy in accordance
with their judgment in such matters.
SHAREHOLDER PROPOSALS
----------------------
Any stockholder who intends to present a proposal at the 2001 annual
meeting of stockholders of Ramex and who wishes to have a proposal included in
the Ramex Proxy Statement and Proxy for the 2001 annual meeting must deliver
the proposal to the secretary of Ramex no later than February 1, 2001. Ramex
will not be required to include in its Proxy Statement or Proxy Card a
stockholder proposal which is received after that date or which otherwise fails
to meet the requirements for stockholder proposals established by the rules and
regulations of the Securities and Exchange Commission. Any stockholder proposal
should be addressed to the secretary of SportsSports.com, Inc. at its principal
address.
This proxy is solicited by the Board of Directors of Ramex Synfuels
International, Inc. Officers and other representatives of Ramex may solicit
proxies by telephone, facsimile, telegram, or courier service from some
shareholders if proxies are not promptly returned to Ramex.
BY ORDER OF THE BOARD OF DIRECTORS
Maynard Moe
President of Ramex Synfuels International, Inc.
Spokane, Washington
___________, 2000
DOCUMENTS INCORPORATED BY REFERENCE
Item 1 of Part I, Items 6 and 7 of Part II and Part IV of the Form 10-K for
Ramex for the year ended January 31, 2000 are incorporated herein by
reference.
<PAGE> 20
SportsSports.com, Inc.
d/b/a SportsEnd.com
Financial Statements
and Supplementary Information
Period September 14, 1999 (Date of Inception)
to January 31, 2000
CONTENTS
Independent Auditors' Report on Financial Statements 1
Financial Statements:
Balance Sheet 2
Statement of Operations 3
Statement of Changes in Stockholder's Deficit 4
Statement of Cash Flows 5
Notes to Financial Statements 6-9
Independent Auditors' Report on Supplementary Information 10
Supplementary Information:
Schedule of Operating Costs and Expenses 11
<PAGE> 21
Independent Auditors' Report
Auditors' Report
Board of Directors
SportsSports.com, Inc.
d/b/a SportsEnd.com
Safety Harbor, Florida
We have audited the accompanying balance sheet of SportsSports.com, Inc. d/b/a
SportsEnd.com as of January 31, 2000 and the related statements of operations,
changes in stockholder's deficit, and cash flows for the period September 14,
1999 (date of inception) to January 31, 2000. These financial statements are
the responsibility of the management of SportsSports.com, Inc. d/b/a
SportsEnd.com. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
These 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 audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of SportsSports.com, Inc. d/b/a
SportsEnd.com as of January 31, 2000 and the results of its operations and its
cash flows for the period September 14, 1999 (date of inception) to January 31,
2000 in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As shown in the financial statements, the
Company incurred a net loss of $111,015. At January 31, 2000, current
liabilities exceed current assets by $212,976 and total liabilities exceed total
assets by $111,015. These factors, and the others discussed in Note 2, raise
substantial doubt about the Company's ability to continue as a going concern.
The financial statements do not include any adjustments relating to the
recoverability and classification of recorded assets, or the amounts and
classification of liabilities that might be necessary in the event the Company
cannot continue in existence.
/s/ Pender NewKirk & Company
Certified Public Accountants
Tampa, Florida
February 21, 2000
<PAGE> 22
SportsSports.com, Inc.
d/b/a SportsEnd.com
Balance Sheet
January 31, 2000
Assets
Current assets:
Cash $ 45,822
Accounts receivable 29,536
Inventory 64,782
-------------
Total current assets 140,140
Equipment, net of accumulated depreciation 11,857
Deposit on corporate shell 140,104
-------------
$ 292,101
==============
LIABILITIES AND STOCKHOLDER'S DEFICIT
Current liabilities:
Accounts payable, trade $ 60,297
Accrued payroll 4,538
Accrued liabilities 13,781
Advances from officers and related parties 274,500
--------------
Total current liabilities 353,116
--------------
Stock payable 50,000
--------------
Stockholder's deficit:
Common stock; $1 par value; 10,000 shares
authorized, issued, and outstanding 10,000
Accumulated deficit (111,015)
Stock subscription receivable (10,000)
-------------
Total stockholder's deficit (111,015)
-------------
$ 292,101
=============
Read independent auditors' report. The accompanying notes are an integral part
of the financial statements.
<PAGE> 23
SportsSports.com, Inc.
d/b/a SportsEnd.com
Statement of Operations
of Operations
Period September 14, 1999 (Date of Inception) to January 31, 2000
Sales, less returns and cancellations of $27,154 $ 370,130
Cost of sales 233,386
-------------
Gross profit 136,744
-------------
Expenses:
Operating costs and expenses 247,322
Depreciation and amortization 437
------------
247,759
------------
Net loss $ (111,015)
===========
Read independent auditors' report. The accompanying notes are an integral part
of the financial statements.
<PAGE> 24
SportsSports.com, Inc.
d/b/a SportsEnd.com
Statement of Changes in Stockholder's Deficit
Period September 14, 1999 (Date of Inception) to January 31, 2000
Common Stock Stock
------------------ Accumulated Subscription
Shares Amount Deficit Receivable
------ ------ ----------- ------------
Common stock
issued for stock
subscription 10,000 $10,000 $ 0 $ (10,000)
Net loss for
the period (111,015)
------ ------- ------------ ------------
Balance,
January 31, 2000 10,000 $10,000 $ (111,015) $ (10,000)
====== ======= =========== ============
Read independent auditors' report. The accompanying notes are an integral part
of the financial statements.
<PAGE> 25
SportsSports.com, Inc.
d/b/a SportsEnd.com
Statement of Cash Flows
Period September 14, 1999 (Date of Inception) to January 31, 2000
OPERATING ACTIVITIES
Net loss $(111,015)
Adjustments to reconcile net loss to net cash used
by operating activities:
Depreciation and amortization 437
Increase in:
Accounts receivable (29,536)
Inventory (282)
Accounts payable 60,297
Accrued expenses 4,538
Accrued liabilities 13,781
----------
Total adjustments 49,235
Net cash used by operating activities (61,780)
----------
INVESTING ACTIVITIES
Acquisition of equipment (12,294)
Deposit on corporate shell (140,104)
----------
Net cash used by investing activities (152,398)
----------
FINANCING ACTIVITIES
Proceeds from stock agreement 45,000
Advances from officers and related parties 225,000
Payment of advances from officers and related parties (10,000)
----------
Net cash provided by financing activities 260,000
----------
NET INCREASE IN CASH 45,822
CASH AT BEGINNING OF PERIOD -
CASH AT END OF PERIOD $ 45,822
==========
SUPPLEMENTAL DISCLOSURES OF NONCASH FINANCING ACTIVITIES:
The Company received inventory valued at $9,000 and $50,500 from an officer and
related party, respectively, which has been recorded as advancements.
The Company also issued 10,000 shares of common stock for a stock subscription
agreement of $10,000.
In addition, the Company entered into a stock subscription payable of 10,000
shares for an item of inventory worth $5,000.
Read independent auditors' report. The accompanying notes are an integral part
of the financial statements.
<PAGE> 26
SportsSports.com, Inc.
d/b/a SportsEnd.com
Notes to Financial Statements
Period September 14, 1999 (Date of Inception) to January 31, 2000
1. BACKGROUND INFORMATION
SportsSports.com, Inc. d/b/a SportsEnd.com (the "Company"), a Florida
corporation, was incorporated on September 14, 1999. The Company's principal
line of business is the sale of sports memorabilia and merchandise via the
Internet to individuals. The corporate headquarters is located in Safety
Harbor, Florida.
2. GOING CONCERN
The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplate continuation of the
Company as a going concern. The Company has used substantial amounts of working
capital in its operations. Further, at January 31, 2000, current liabilities
exceed current assets by $212,976 and total liabilities exceed total assets by
$111,015.
In view of these matters, realization of a major portion of the assets in the
accompanying balance sheet is dependent on continued operations of the Company,
which in turn is dependent on the Company's ability to meet its financing
requirements and the success of future operations. Management believes that
actions presently being taken to revise the Company's operating and financial
requirements provide the opportunity for the Company to continue as a going
concern.
3. REVERSE ACQUISITION
In November 1999, the Company entered into an agreement and plan of
reorganization with Ramex Synfuels International, Inc. (Ramex). Ramex is
presently an inactive "public shell." Under the terms of the agreement, the
stockholder of the Company will exchange his shares for all of the unissued
shares of Ramex. As a result, the stockholder of the Company will own a
majority of the shares of Ramex and, therefore, have control of it. This
business combination will be accounted for as a "reverse acquisition" which, in
effect, treats the Company as though it were the acquirer rather than the
acquiree. In connection with this agreement, the Company has paid a
non-refundable deposit of $140,104, of which, by the terms of the agreement,
$130,000 is to be used for satisfying liabilities and debts of Ramex. As of the
date of the auditors' report, this transaction has not closed pending the
outcome of Ramex proxies.
Read independent auditors' report.
<PAGE> 27
SportsSports.com, Inc.
d/b/a SportsEnd.com
Notes to Financial Statements
Period September 14, 1999 (Date of Inception) to January 31, 2000
4. SIGNIFICANT ACCOUNTING POLICIES
The significant accounting policies followed are:
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.
The Company extends credit to its various customers based on the customer's
ability to pay. Based on management's review of accounts receivable, no
allowance for doubtful accounts is considered necessary.
Inventory is stated at the lower of cost (determined by the specific
identification method) or market and consists of sports memorabilia and
merchandise.
Equipment is recorded at cost. Depreciation is calculated by the straight-line
method over the estimated useful lives of the assets, ranging generally from
five to seven years. Maintenance and repairs are charged to operations when
incurred. Betterments and renewals are capitalized. When equipment is sold or
otherwise disposed of, the asset account and related accumulated depreciation
account are relieved, and any gain or loss is included in operations. The
estimated life of computer equipment is five years and the estimated life of
furniture and fixtures is seven years.
Sales and related cost of sales are generally recognized upon shipment of
products. Products are shipped from the Company's office and vendors' place of
business.
Deferred tax assets and liabilities are recognized for the estimated future
benefits of net operating loss carryforwards and for the estimated consequences
attributable to temporary differences between the financial statement carrying
amounts of existing assets and liabilities and their respective income tax
bases. Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to reverse. Valuation allowances are established when
necessary to reduce deferred tax assets to the amount expected to be realized.
As of January 31, 2000, the Company did not have any temporary differences
between the financial statements carrying amounts and their respective tax
bases.
Read independent auditors' report.
<PAGE> 28
SportsSports.com, Inc.
d/b/a SportsEnd.com
Notes to Financial Statements
Period September 14, 1999 (Date of Inception) to January 31, 2000
4. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Advertising costs (except for costs associated with direct-response advertising)
are charged to operations when incurred. The costs of direct-response
advertising are capitalized and amortized over the period during which future
benefits are expected to be received. Advertising expense for the period was
$105,432.
5. EQUIPMENT
Equipment consists of:
Office furniture and fixtures $ 2,826
Computer equipment 9,468
------------
12,294
Less accumulated depreciation 437
------------
$ 11,857
============
6. LEASE COMMITMENTS
The Company leases its office space on a month-to-month basis.
Rent expense amounted to $6,605 for the period ended January 31, 2000.
7. STOCK AGREEMENTS
In preparation for the reverse acquisition (see Note 3), the Company has
received $45,000 in cash and $5,000 of inventory in exchange for its agreements
to issue stock. The agreements are shown as a liability on the balance sheet at
January 31, 2000 and are composed of an agreement to issue 45,000 shares of
common stock at $1.00 par value in exchange for cash received and an agreement
to issue 10,000 shares of common stock at $.50 per share in exchange for
inventory. It is the intent of the agreements that the shares will be issued
upon completion of the reverse acquisition. In the event that the reverse
acquisition is not completed, shares will be issued in the existing Company.
Read independent auditors' report.
<PAGE> 29
SportsSports.com, Inc.
d/b/a SportsEnd.com
Notes to Financial Statements
Period September 14, 1999 (Date of Inception) to January 31, 2000
8. RELATED PARTY
The Company has non-interest bearing, unsecured advances from a related party in
the amount of approximately $59,000 in exchange for inventory.
In addition, the President of the Company has advanced the Company approximately
$225,000 to fund operations, of which $10,000 has been repaid. These advances
are non-interest bearing and unsecured.
The above amounts and terms are not necessarily indicative of those amounts that
would have been agreed to by independent third parties.
9. INCOME TAXES
The Company has incurred a loss of approximately $111,000 that may be applied
against future taxable income. This loss gives rise to a deferred tax asset of
$37,745. At this time, management believes that it is more likely than not that
the Company will not generate sufficient taxable income within the appropriate
period to offset this loss and, therefore, has established a valuation allowance
in the full amount of the deferred tax asset.
The loss carryforward expires on January 31, 2015. The following is a summary of
the deferred tax benefit at January 31, 2000 computed at statutory rates.
Tax benefit arising from operating loss $ 37,745
Less valuation allowance (37,745)
-------------
Net deferred tax assets $ 0
=============
Read independent auditors' report.
<PAGE> 30
Independent Auditors' Report
on Supplementary Information
The accompanying information shown on page 11 is presented for purposes of
additional analysis and is not a required part of the basic financial
statements. Our audit of the basic financial statements was made for the
purpose of forming an opinion on these statements taken as a whole. The
accompanying financial information has been subjected to the auditing procedures
applied in the audit of the basic financial statements.
In our opinion, the accompanying information is fairly presented in all material
respects in relation to the basic financial statements taken as a whole.
/s/ Pender NewKirk & Company
Certified Public Accountants
Tampa, Florida
February 21, 2000
<PAGE> 31
SportsSports.com, Inc.
d/b/a SportsEnd.com
Schedule of Operating Costs and Expenses
Period September 14, 1999 (Date of Inception) to January 31, 2000
Bad debt expense $ 3,602
Bank charges 233
Charitable contributions 1,300
Depreciation and amortization 437
Marketing 105,432
Miscellaneous (3,036)
Officers' salaries 27,034
Outside services 345
Postage 11,180
Printing 2,957
Professional fees 1,502
Rent 6,605
Repairs and maintenance 581
Salaries 71,672
Supplies 5,862
Taxes and licenses 1,669
Telephone 6,776
Travel and entertainment 2,074
Utilities 1,534
-----------
$ 247,759
===========
Read independent auditors' report on supplementary information.
<PAGE> 32
**************************************************************************
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment Number One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 (Revised)
For the fiscal year ended January 31, 2000 Commission File Number 000-18081
RAMEX SYNFUELS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Nevada 87-0360039
(State of Incorporation) (IRS Employer Ident. No.)
2204 W. Wellesley
Spokane, Washington 99205 (509) 328-9633
(Address of principal executive offices) (Registrant's telephone number)
Securities registered pursuant to Sections 12(b) of the Act:
Title of Each Class Name of Exchange on Which Registered
------------------- ------------------------------------
None None
Securities registered pursuant to Sections 12(g) of the Act:
Title of Class
--------------
(Common Stock ($0.01)
Indicate by check mark whether the registrant (1) has filed all reports required
by Section 13 or 15(d) of the Securities and Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports): Yes _x_ No ___, and (2) has been subject to such filing
requirements for the past 90 days: Yes _x_ No ___.
State the aggregate market value of the voting stock held by non-affiliates of
the registrant.
Approximately $1,363,794 as of March 10, 2000.
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.
As of January 31, 2000
Common Stock, $0.01 Par Value - 28,138,765
<PAGE> 33
RAMEX SYNFUELS INTERNATIONAL, INC.
FORM 10-K
JANUARY 31, 2000
TABLE OF CONTENTS
PART 1
Item 1 Description of Business 3
Item 2 Properties 9
Item 3 Legal Proceedings 9
Item 4 Submission of Matters to a Vote of Security Holders 10
PART II
Item 5 Market for Registrant's Common Equity and Related
Stockholders' Matters 10
Item 6 Selected Financial Data 11
Item 7 Management's Discussion and Analysis of Financial
Condition and Results of Operation 11
Item 8 Financial Statements and Supplementary Data 12
Item 9 Changes In and Disagreements With Accountants on
Accounting and Financial Disclosure 12
PART III
Item 10 Directors and Executive Officers of the Registrant 12
Item 11 Remuneration of Directors and Officers 14
Item 12 Security Ownership of Certain Beneficial Owners and
Management 15
Item 13 Interest of Management and Others in Certain Transactions 16
PART IV
Item 14 Exhibits, Financial Statement Schedules, and Reports
on Form 8-K 16
SIGNATURES 17
Audited Financial Statements and Notes to Financial Statements 18
Agreement and Plan of Reorganization 28
Consent of Auditors 40
Financial Data Schedule (Electronic filing only) 41
<PAGE> 34
RAMEX SYNFUELS INTERNATIONAL, INC.
FORM 10-K
JANUARY 31, 2000
PART I
ITEM 1 DESCRIPTION OF BUSINESS
Overview
Ramex Synfuels International, Inc., a Nevada Corporation ('Ramex" or the
"Company") was originally incorporated and commenced operations as Cache Oil
Corporation in March, 1980 under the laws of the State of Utah. In July, 1980,
Cache Oil Corporation purchased in a business combination all of the outstanding
common stock of Rams Horn, Inc., a Wyoming Corporation which was subsequently
dissolved. In December 1980, Cache Oil Corporation merged with the wholly owned
subsidiary of Rams Horn, Inc., Ramex Synthetic Fuels International, Inc., a Utah
Corporation, with the name of the surviving Utah Corporation being changed to
Ramex Synfuels International, Inc. Ramex changed its domicile to Nevada from
Utah in December 1988. All entities involved were in the development stage at
the time of acquisition or merger.
Between 1989 and 1992, Ramex engaged in activities seeking venture capital for
further developments, unsuccessfully. In 1993, Ramex raised funds through a
private placement to have Southwest Research Institute, (SwRI) engage in further
research. The first phase of research was completed in August of 1995. No
further funds were obtained to complete the research and the Company ceased
operations in 1995.
Since 1995 Ramex has been inactive and has not conducted business operations.
Ramex does not currently earn any revenues, nor has the Company engaged in any
revenue producing operations since inception.
Purpose
Ramex was organized for the purpose of developing and extracting of oil, gas,
and other energy sources from oil bearing shale. On May 29, 1990 the Company
was issued a United States Patent for its oil shale gasification process and
maintains exclusive rights to this process in the United States. The patent is
valid until May 28, 2007. The Company believes that the low cost and efficient
economics of the process make it very important to the future of Ramex.
At present, the oil shale gasification process has been tested in the laboratory
and in several field tests in Wyoming and Indiana. However, the results from
the process, as utilized on a commercial basis, are unknown and no assurance can
be given as to the amount of gas the process will produce, if any, or the
longevity of any such production.
Ramex Research Partners, Ltd.
Ramex Synfuels International, Inc. is the General Partner of Ramex Research
Partners, Ltd. (the "Partnership'). Ramex was in the development stage until
1992, when initial investigations closed. For the purposes of funding the
further testing, on September 30, 1993, the Company, as sponsor of a private
placement of limited partnership interests in Ramex Research Partners, Ltd.
Closed its offering at the minimum amount intended to be sold of $110,000 and
issued a press release regarding the same. The partnership interests were
offered to investors' meeting suitability standards in multiples of $5,000 with
a minimum purchase of one unit.
<PAGE> 35
RAMEX SYNFUELS INTERNATIONAL, INC.
FORM 10-K
JANUARY 31, 2000
Ramex Research Partners, Ltd. (Continued)
The Partnership was formed for the purpose of participating with the Company in
further enhancement and development of the oil shale gasification process (the
"Process"). The funds which Ramex received from the Partnership, as well as
funds received from other sources, including funds received form the sale of
shares of common stock in the future, if any, have been and are scheduled to be
utilized by the Company to conduct additional research of the process which will
have as its goals (i) the further understanding of the process involved in the
in-situ gasification of shale oil; and (ii) the further development of the
technology utilized into the design of the down-hole heaters, which are an
integral part of the application of the process, in order to increase the
efficiency of such heaters; (iii) the development of more efficient methods for
handling the gases produced as a result of the application of the process;
(iv) the development of more efficient drilling methods for penetrating and
exploiting oil shale through the application of the process; and (v) the
development of water containment methods to eliminate the problem of down-hole
water flowing in the heater; and (vi) payment of outstanding accounts
payable and to fund current operating expenses, to the extent possible, of the
Company.
In consideration of the capital which the Partnership has made available to
Ramex to fund its research and development activities, the Company grants to the
Partnership a limited term royalty, payable out of the proceeds of gas produced
from the application of the process. The limited term royalty shall continue
until the partnership has received the greater of (i) payments aggregating 1.10%
of the net profits received from the first 1,000 wells drilled and produced
using the Ramex process or (ii) payments the limited partners receive aggregates
ten times their original contribution.
Subsequent to establishing the above relationship, on December 13, 1993, the
Company entered into a contractual agreement with Southwest Research Institute
of San Antonio, Texas, for first phase testing of the patented Ramex in-situ
gasification process. After the completion of the first phase, a plan was
developed for further phases of testing; however, it was not implemented due to
lack of available funding. The contractual agreement with Southwest Research
Institute expired in September, 1997.
The Oil Shale Gasification Process
Since 1980, Ramex has been researching and developing a method to extract
synthetic natural gas from oil shale. The oil shale gasification process
invented and patented by Ramex is an in-situ operation requiring no mining. A
well similar to a natural gas well is drilled into an oil shale formation, and
the fired by a specially developed propane or natural gas power heater. The
heater raises the temperature of the immediately surrounding shale to
approximately 1,200 degrees Fahrenheit. Based on laboratory and field tests,
raising the temperature of oil shale to that point causes a molecular reaction
somewhat similar to the reaction in coal when it is turned into coke. No
combustion takes place in the shale. Instead, hydrocarbons trapped in the shale
are released predominantly as shale gas with a small amount of shale oil
produced as well.
<PAGE> 36
RAMEX SYNFUELS INTERNATIONAL, INC.
FORM 10-K
JANUARY 31, 2000
The Oil Shale Gasification Process (Continued)
Development of the method began in the laboratory and progressed to initial and
second field tests near Duchesne, Utah, followed by two additional field tests
near Rock Springs, Wyoming. In April 1988, Ramex began field-testing near
Henryville, Indiana, where a total of eight wells were frilled. Throughout the
testing the Company continued to develop and refine its process.
Based on information derived from the above mentioned tests. Ramex has proven
that it can produce synthetic natural gas by drilling a hold into oil shale,
inserting a heater and raising the temperature over 1,000 degrees Fahrenheit.
The Company developed a heater which will allow the Company to put substantial
BTUs of heat into the shale, including surface equipment and mechanisms to
control the heater temperature and monitor the temperature of the shale as it is
being heated.
Questions yet to be answered prior to using the process on a commercial basis
are:
1. How fast does the heat reaction move through the shale?
2. How far will the reaction go from the heat source and how much heat is
necessary on an incremental basis to keep the reaction zone moving outward from
the source heat?
3. What is the exact chemical composition of the gas that is produced from
the process over a period of time and does the composition change with varying
amounts of heat and if so, what is the ideal amount of heat to produce the most
desirable chemical composition of the gas?
In all of the field tests in Indiana, Ramex was able to answer the above
questions due to water incursions into the heating area after the burner was
installed. Management determined that it needs a lengthy burn in a water free
environment, and could not be assured that Ramex's lease holdings at the time in
Indiana would provide that kind of environment.
The technology is available to de-water an area of shale. De-watering requires
analyzing the water table in the intended gasification area and drilling a
number of wells around the perimeter from which the water is pumped out creating
a cone of depression. The Company believes that in a commercial application of
the de-watering process, cost per basis would be minimal, but to do so for one
will on a research basis is cost prohibitive. Therefore, while the commercial
production of gas from the oil shale in Indiana and other states where high
water tables are present is very possible, those locations are not suitable for
further research development studies.
For the purposes of the Company, laboratory simulation represents a tremendous
advantage over continue trial and error research in the field. Variables can be
introduced, such as higher or lower temperatures and the effects studied to
determine exactly the correct temperature necessary to achieve the best reaction
and to maintain the most economical thermal front movement within the shale.
The combustion of the gas produced can be tested 7using variable conditions.
Volume of gas produced its composition and the ultimate economics of the process
can be determined and perfected much more quickly.
<PAGE> 37
RAMEX SYNFUELS INTERNATIONAL, INC.
FORM 10-K
JANUARY 31, 2000
Competitive Conditions
Oil shale gasification is a relatively new process for the commercial production
of synthetic natural gas, and there are comparatively few companies involved in
this activity. At least initially, Ramex does not anticipate any significant
competition for geological prospects suitable for conducting its operations from
other entities in the oil shale gasification industry. However, Ramex may
encounter competition in obtaining future prospects and in selling natural gas
by other companies and individuals engaged in traditinal exploration for oil and
gas as well as in the organization and conduct of drilling programs, may of whom
have greater financial resources and technical capabilities than the Registrant.
REGULATION
General
Ramex has no operations that are currently affected by political developments
and federal and state laws and regulations. In particular, oil and natural gas
production operations and economics are or have been affected by price control,
tax and other laws relating to the oil and natural gas industry, by changes in
such laws and by changing administrative regulations. There are currently no
price controls on oil, condensate or NGLs; to the extent price controls remain
applicable after the enactment of the Natural Gas Wellhead Decontrol Act of
1989.
Legislation affecting the oil and natural gas industry is under constant review
for amendment or expansion, frequently increasing the regulatory burden. Also,
numerous departments and agencies, both federal and state, are authorized by
statute to issue and have issued rules and regulations binding on the oil and
natural gas industry and its individual members, compliance with which is often
difficult and costly and certain of which carry substantial penalties for the
failure to comply. Ramex cannot predict how existing regulations may be
interpreted by enforcement agencies or courts, nor whether amendments or
additional regulations will be adopted, nor what effect such interpretations and
changes may have on Ramex's business or financial condition.
Natural Gas Regulation
Historically, interstate pipeline companies generally acted as wholesale
merchants by purchasing natural gas from producers and reselling the natural gas
to local distribution companies and large end users. Commencing in late 1985,
the Federal Energy Regulatory Commission (the "FERC") issued a series of orders
that have had a major impact on interstate natural gas pipeline operations,
services, and rates, and thus have significantly altered the marketing and price
of natural gas. The FERC's key rule making action, Order No. 636 ("Order 636"),
issued in April 1992, required each interstate pipeline to, among other things,
"unbundle" its traditional bundled sales services and create and make available
on an open and nondiscriminatory basis numerous constituent services (such as
gathering services, storage services, firm and interruptible transportation
services, and standby sales and natural gas balancing services), and to adopt a
new rate making methodology to determine
<PAGE> 38
RAMEX SYNFUELS INTERNATIONAL, INC.
FORM 10-K
JANUARY 31, 2000
Natural Gas Regulation (Continued)
appropriate rates for those services. To the extent the pipeline company or its
sales affiliate makes natural gas sales as a merchant in the future, it does so
pursuant to private contracts in direct competition with all other sellers;
however, pipeline companies and their affiliates were not required to remain
"merchants" of natural gas, and most of the interstate pipeline companies have
become "transporters only." In subsequent orders, the FERC largely affirmed the
major features of Order 636 and denied a stay of the implementation of the new
rules pending judicial review. By the end of 1994, the FERC had concluded the
Order 636 restructuring proceedings, and, in general, accepted rate filings
implementing Order 636 on every major interstate pipeline. However, even though
the implementation of Order 636 on individual interstate pipelines is
essentially complete, many of the individual pipeline restructuring proceedings,
as well as Order 636 itself and the regulations promulgated thereunder, are
subject to pending appellate review and could possibly be changed as a result of
future court orders. Ramex cannot predict whether the FERC's orders will be
affirmed on appeal or what the effects will be on its business.
In recent years the FERC also has pursued a number of other important policy
initiatives which could significantly affect the marketing of natural gas. Some
of the more notable of these regulatory initiatives include (i) a series of
orders in individual pipeline proceedings articulating a policy of generally
approving the voluntary divestiture of interstate pipeline owned gathering
facilities by interstate pipelines to their affiliates (the so-called "spin
down" of previously regulated gathering facilities to the pipeline's
non-regulated affiliate), (ii) the completion of a rule making involving the
regulation of pipelines with marketing affiliates under Order No. 498, (iii) the
FERC's ongoing efforts to promulgate standards for pipeline electronic bulletin
boards and electronic data exchange, (iv) a generic inquiry into the pricing of
interstate pipeline capacity, (v) efforts to refine the FERC's regulations
controlling operation of the secondary market for released pipeline capacity,
and (vi) a policy statement regarding market based rates and other
non-cost-based rates for interstate pipeline transmission and storage capacity.
Several of these initiatives are intended to enhance competition in natural gas
markets, although some, such as "spin downs," may have the adverse effect of
increasing the cost of doing business on some in the industry as a result of the
monopolization of those facilities by their new, unregulated owners. The FERC
has attempted to address some of these concerns in its orders authorizing such
"spin downs," but it remains to be seen what effect these activities will have
on access to initiatives, the ongoing, or in some instances, preliminary
evolving nature of these regulatory initiatives makes it impossible at this time
to predict their ultimate impact on Ramex's business.
Federal Taxation
The federal government may propose tax initiatives that affect the oil and
natural gas industry, including Ramex. Due to the preliminary nature of these
proposals, Ramex in unable to determine what effect, if any, the proposals would
have on product demand or Ramex's results of operations.
<PAGE> 39
RAMEX SYNFUELS INTERNATIONAL, INC.
FORM 10-K
JANUARY 31, 2000
Other Proposed Legislation
In the past, Congress has been very active in the area of natural gas
regulation. Legislative proposals are pending in various states which, if
enacted, could significantl7y affect the petroleum industry. Ramex cannot
predict which proposals, if any may actually be enacted by Congress or any of
the state legislatures, and what impact, if any, such proposals may have on
Ramex's operations.
Environmental
Ramex currently has no operations. If Ramex were to initiate any drilling or
exploitation of oil shale, the Company would be subject to numerous laws and
regulations governing the discharge of materials into the environment or
otherwise relating to environmental protection. These laws and regulations
require the acquisition of a permit before drilling commences, restrict the
types, quantities and concentration of various substances that can be released
into the environment in connection with drilling and production activities,
limit or prohibit drilling activities on certain lands lying within wilderness,
wetlands and other protected areas, and impose substantial liabilities for
pollution which might result from Ramex's operations. Moreover, the recent
trend toward stricter standards in environmental legislation and regulation is
likely to continue.
For instance, legislation has been proposed in Congress from time to time that
would reclassify certain crude oil and natural gas exploitation and production
wastes as "hazardous wastes" which would make the reclassified wastes subject to
much more stringent handling, disposal and clean-up requirements. If such
legislation were to be enacted, it could have a significant impact on the
operating costs for the oil and natural gas industry in general. Initiatives to
further regulate the disposal of crude oil and natural gas wastes are also
pending in certain states, and these various initiatives could have a similar
impact. This could incur substantial costs to comply with environmental laws
and regulations. In addition to compliance costs, government entities and other
third parties may assert substantial liabilities against owners and operators of
oil and natural gas properties for oil spills, discharge of hazardous materials,
remediation and clean-up costs and other environmental damages, including
damages caused by previous property owners.
The Pollution Act of 1990 (OPA") imposes a variety of regulations on
"responsible parties" related to the prevention of oil spills. The
implementation of new, or the modification of existing, environmental laws or
regulations, including regulations promulgated pursuant to the Oil Pollution Act
f 1990, could have a material adverse impact on Ramex. While Ramex does not
anticipate incurring material costs in connection with environmental compliance
and remediation, it cannot guarantee that material costs will not be incurred.
Employees
At January 31, 2000, the Registrant had no salaried employees.
<PAGE> 40
RAMEX SYNFUELS INTERNATIONAL, INC.
FORM 10-K
JANUARY 31, 2000
Other
Ramex began negotiations in November of 1999, and executed a plan of
reorganization on January 7, 2000 with SportsSports.com, Inc., a Florida
Corporation, doing business on the World Wide Web as Sportsend.com. The plan of
reorganization specifies that Ramex will have a one for thirty reverse split
of its issued and outstanding common stock. Ramex also plans to either
dispose of or sell its oil shale gasification business, which would include
its patent.
ITEM 2 PROPERTIES
Patent
In November 1989, Ramex received approval from the U.S. Patent Office for its
patent application for oil shale gasification process. The actual patent was
issued on May 29, 1990. Ramex's patent covers the drilling of a hole into
hydrocarbon bearing shale, inserting a heater and applying heat to the shale
formation to cause a reaction which will produce synthetic natural gas and to
extract that gas through the same bore hole. It also includes the description
of the equipment itself.
The Registrant's executive offices are located at 2204 W. Wellesley, Spokane,
Washington 99205.
ITEM 3 LEGAL PROCEEDINGS
A judgement was granted in 1990 to Jack Guthrie and Associates, Inc. of
Louisville, Kentucky to recover $12,076.70 charged for consulting services,
advertising and presentation work. A judgement was granted in 1992 to Paul A.
Petzrick of Annapolis, Maryland to recover $11,524.00 for consulting services.
As of the date of this Form 10-K for the period ended January 31, 2000, no
further activity has occurred on these lawsuits. The Registrant intends to
settle both of these obligations.
The officers and directors of the Registrant certify that to the best of their
knowledge, neither the Registrant nor any of its officers or directors are
parties to any material legal proceedings or litigation other than that
referenced above. The officers and directors of the registrant do not know of
any other litigation being threatened or contemplated. To the best of the
knowledge of the officers and directors of the Registrant, there are no
investigations of any felonies, misfeasance or securities investigations nor is
there any other pending or threatening litigation at the present time other than
that referenced herein.
<PAGE> 41
RAMEX SYNFUELS INTERNATIONAL, INC.
FORM 10-K
JANUARY 31, 2000
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no submissions to a vote of security holders during the fourth fiscal
quarter ended January 31, 2000.
PART II
ITEM 5 MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDERS MATTERS
The Registrant's common stock is listed on the OTC Bulletin Board of the NASD
under the symbol "RAMX." No assurance can be given that the present market for
the Registrant's common stock will continue.
The following table sets forth the high-ask and low-bid quotations per share as
published by the National Quotation Bureau, Inc. for the fiscal quarterly
periods indicated:
<TABLE>
Market Price:
Fiscal year ending
January 31,
1999 2000
---------------------- ---------------------
Period High Low High Low
-------------------- ------ ------ ------ ------
<S> <C> <C> <C> <C>
First Quarter $0.017 $0.003 $0.003 $0.009
Second Quarter $0.017 $0.005 $0.04 $0.015
Third Quarter $0.017 $0.005 $0.04 $0.03
Fourth Quarter $0.017 $0.009 $0.19 $0.035
</TABLE>\
Such over-the-counter market quotations reflect inter-dealer prices, without
retail mark-up, markdown or commission and may not necessarily represent actual
transactions.
Shareholders:
As of January 31, 2000 there were approximately 3953 holders of record of the
Common Stock of the Company.
<PAGE> 42
RAMEX SYNFUELS INTERNATIONAL, INC.
FORM 10-K
JANUARY 31, 2000
Dividends
The Company has paid no cash dividends to date, and it does not intend to pay
any cash dividends in the foreseeable future.
ITEM 6 SELECTED FINANCIAL DATA
<TABLE>
Years Ended January 31,
----------------------------------------------------------
1996 1997 1998 1999 2000
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Revenues -0- -0- -0- -0- -0-
Net loss from operations (21,081) (19,168) (19,901) (22,957) (20,783)
Income from forgiveness
of debt 17,692 -0- -0- -0- -0-
Income from interest -0- 18 27 39 -0-
Net loss (21,081) (19,150) (19,874) (22,918) (20,783)
Net loss per common share NIL NIL NIL NIL NIL
Current assets 9,408 2,209 1,281 6,509 10,484
Current liabilities 144,052 156,003 169,949 181,095 51,127
Long-term liabilities -0- -0- -0- -0- -0-
Total Assets 9,408 2,209 1,281 6,509 10,484
Stockholders'(deficit) (134,644) (153,794) (168,668) (174,586) (50,743)
</TABLE>
ITEM 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATION
Since inception, the Company's activity has been limited to conducting research
and development of the Process for extracting synthetic natural gas from oil
shale as described elsewhere in this report. The funds used to complete this
research and development were initially provided by the sale of common
restricted stock from the authorized, but unissued, shares of common stock of
Ramex, loans made by shareholders and by the sale of limited partnership
interests in Ramex Research partners, Ltd.
It was determined after the completion of the last field project in Indiana in
1995, that it would be necessary to next go to a laboratory research arrangement
to answer some of the basic questions developed as a result of the field work
done by Ramex. The Company has not undertaken any such laboratory research.
Liquidity and Capital Resources:
As of January 31, 2000 Ramex's current assets were $10,484, and current
liabilities were $51,127. Thus, there was a working capital deficiency of
$40,643.
The current liabilities consist of accounts payable of $46,969 and related party
payables of $4,158. Accounts payable include amounts due on judgements and
various expenses that remain unpaid from Ramex operations. Related party
payables are amounts due Maynard Moe for salary and operating expenses paid out
of pocket. Ramex has no long-term debt. Ramex expects to pay all amounts due.
<PAGE> 43
RAMEX SYNFUELS INTERNATIONAL, INC.
FORM 10-K
JANUARY 31, 2000
Results of Operations:
During the fiscal year ended January 31, 2000, the Company incurred total
expenses of $20,783. These expenses were for normal daily operations of the
Company, including consulting services. As in the past several years, the
Company had no revenues for the year ended January 31, 2000. Due to Ramex's lack
of revenue and assets, substantial doubt remains as to the Company's ability to
continue as a going concern.
Environmental Ramifications of the Ramex Process:
The Company has made in-depth inquiries to ascertain the environmental safety of
its gasification process. To obtain a further understanding of the mobilization
of trace elements and to indicate the environmental and health effects of the
Process, Ramex conducted a survey of literature looking for similar scenarios on
equivalent strata. The survey discovered no relevant information indicating a
possible negative environmental impact of the Ramex process.
Ramex conducted actual field tests on ground water in and around a production
well. In order to assure reliability, both the Indiana Geological Survey and
Environmental Consultants of Clarkville, Indiana conducted a series of tests for
Ramex as well. The tests compared leachate composition and the results showed
that the Process did not materially affect the water in the area near the tested
well sites.
Further discussion of both government and environmental regulations that may
impact future operations of the Company is reported in Item 1. The Company has
no way to predict what impact, if any, such laws and regulations may have on any
of its future operations.
ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Financial statements appear on sequential pages 19 to 30 of this Annual Report
on Form 10-K.
ITEM 9 CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None
PART III
ITEM 10 DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Members of the Board of Directors and/or Executive Officers of the Registrant
and further information concerning them are as follows:
<TABLE>
Name Age Position
----------------------------- --- -----------------------------------------------
<S> <C> <C>
Maynard M. Moe 58 President, Chief Executive Officer and Director
Kerry L. Weger 53 Secretary-Treasurer, Director
George Shutt 79 Director
John F. Mayer 58 Director
Sigurd "Morris" Mathisen 67 Vice-President
</TABLE>
There are no family relationships among the current Directors and Officers of
the Company.
<PAGE> 44
RAMEX SYNFUELS INTERNATIONAL, INC.
FORM 10-K
JANUARY 31, 2000
Maynard M. Moe, age 58, President, Chief Executive Officer and a Director, was
elected by the Board of Directors on October 8, 1993 and has served
continuously since that time. He currently works full time to manage Ramex. He
was a Vice-President from January 20, 1993 to October 8, 1993. Mr. Moe was
first hired as a consultant by the Registrant to handle day-to-day
operations of Ramex as well as shareholder relations. He attended Eastern
Washington College of Education in 1959 and 1960. He attended the Spokane
Community College for Oil Advance Burner Technology courses in 1965 and he
received his oil burner mechanics license in 1965. Prior to his consulting work
with Ramex, Mr. Moe was a stockbroker with Dillon Securities in Spokane,
Washington form 1978 to 1992. Mr. Moe obtained Washington State Series 63, NASD
Series 7 and Principle Series 23 licenses. Mr. Moe served as a committee
chairman and vice president and director of the Spokane Stock Exchange for
eighteen months. On August 31, 1992, Mr. Moe's chapter 11 plan of
reorganization was confirmed, in order to pay all personal/business debts in
full over three years. On March 13, 1996, Mr. Moe received a conformed copy
of the Final Decree from the Court closing this case. During the past ten
years, Mr. Moe has worked with different companies as a consultant for
shareholder relations.
Kerry L. Weger, age 53, has been a Director and Secretary-Treasurer
continuously since June 22, 1992. He works as needed attend to matters for
Ramex, a negligible percentage of his time. He currently self-employed as a
contract attorney in Bloomington Indiana and has been for more than five years.
Mr. Weger attended Indiana University and received a B.A. in Business and a JD
from the Indiana University School of Law in 1971. He is a member of the
Indiana and Michigan State Bar Associations. Mr. Weger has been in the
continuous practice of law for twenty years and is currently practicing
corporate law. Mr. Weger has represented several oil and gas drilling and
development companies and is familiar with all phases of drilling and
development. Mr. Weger is active in his community, is a member of the
Bloomington Planning Commission, the Chamber of Commerce Erosion Development
Committee and a past member of the Bloomington Little League Board of Directors
and Monroe County Economic Development Council.
George Shutt, age 79, has been a Director continuously since June 22, 1992.
He acts primarily as a consultant to Ramex with very little of his time
involved. Mr. Shutt is presently the owner and sole proprietor of GESCO
Consultants and has been for more than 5 yearsGESCO Consultants provides
consulting and manufacturing representative services to selected segments
of the aerospace industry. Prior to forming GESCO Consultants in 1981, Mr.
Shutt was employed by Hughes Aircraft Company for thirty years in various
capacities, including subcontracts administrator, project engineer,
manufacturing planning for complex electronic systems and manufacturing
supervisor. Mr. Shutt also worked for Ford Motor Company for five years in
commercial sales and development of specialized vehicles. Mr. Shutt has worked
variously for Lockheed Aircraft Co. In the Research and Development Department.
He was with the U.S. Air Force as an instructor on instrument flying techniques.
John F. Mayer, age 58, has been a Director continuously since October 1988.
He held the offices of President and Chief Executive Officer from June 22,
1992 until his resignation from these positions effective October 1, 1993.
He currently acts as a consultant to Ramex with little of his time involved. He
is retired and has been for more than five years. Mr. Mayer attended Southwest
Texas Junior College (Associate of Arts degree), Colorado State University
(Bachelor of Science degree) and the University of Kansas (two years of post
service where he was employed as a civilian scientist and weapons graduate
<PAGE> 45
RAMEX SYNFUELS INTERNATIONAL, INC.
FORM 10-K
JANUARY 31, 2000
work in physics.). Mr. Mayer retired in 1992 from civil system analyst with
the Department of Defense for 20 years, 13 years of which were in
management positions.
Sigurd "Morris" Mathisen, age 67, has been a Vice-President continously since
October 29, 1993. He generally acts as a consultant to Ramex with little of his
time involved. He has been retired for more than five years. Mr. Mathisen
attended the Virginia Polytechnical Institute, majoring in Civil Engineering and
Building Construction. Mr. Mathisen's work experience has included management,
administration, planning, budgeting, scheduling, contracting, inspecting,
directing all phases of construction, with profit and loss responsibility on all
types of commercial, industrial, fossil and nuclear power generation, and
hazardous waste facilities. Mr. Mathisen was instrumental in the installation
baghouses, wet scrubber systems, and or electrostatic precipitators on four
separate 500 mega watt fossil fuel power generation units. During more than four
years he was Assistant Resident Manager for J.A Jones Construction Co. at
Hanford, Washington. He has been responsible for direction of 1,500 employees
plus subcontractors, on new and maintenance construction of nuclear and nuclear
waste facilities and involved with the construction of a total of twenty-six
multi-million dollar projects.
The terms of such Directors and Officers are for a period of one year or until
their successors are duly elected and qualified.
ITEM 11 REMUNERATION OF DIRECTORS AND OFFICERS
Officers:
For the fiscal year ended January 31, 2000 none of the Officers of the
Registrant had cash compensation in excess of $20,000. The only Officer
who received remuneration is the President, Mr. Maynard Moe, in the amount of
$1,000 per month for a total annual disbursement of $12,000.
Directors:
The Directors of the Company received no compensation for services rendered to
the Registrant during the fiscal year ended January 31, 2000 with the
exception of Mr. Maynard Moe who, as President receives remuneration as listed
above.
Stock Option and Compensation Bonus Plan:
Ramex's Stock Option and Compensation Bonus Plan (the "Plan") authorizes
3,000,000 shares of Common Stock for issuance to directors, officers,
key-employees, consultants and advisors who contribute materially to the success
and profitability of Ramex and who provide key services, consultation or advice
to Ramex. As of January 31, 1991, there were 666,666 shares issued pursuant to
the Plan. The Plan is intended to advance the interests of Ramex by encouraging
and enabling the directors, officers, key employees, consultants and advisors to
acquire and retain a proprietary interest in Ramex by ownership if its stock.
The Plan is administered by the Board of Directors. The exercise price of each
option is to be not less than 76% of the fair market value of the Common Stock
on the date of grant or issuance. An option may be exercised for the following
maximum amounts: 33% of the amount granted any time at least six months
subsequent to the date of grant, an additional 33% of the amount granted any
time at least 15 months subsequent to the date of grant, an additional 34% of
the amount granted any time at least 27 months subsequent to the date of grant.
<PAGE> 46
RAMEX SYNFUELS INTERNATIONAL, INC.
FORM 10-K
JANUARY 31, 2000
Options under the Plan may not be sold, pledged, signed, hypothecated,
transferred or otherwise disposed of and are exercised only by the Optionee or
upon his death by his legal representative.
In the event of termination for cause of an Optionee's employment with Ramex,
the options shall expire immediately upon such termination. If the Optionee
dies during his employment with Ramex, his options shall be exercisable by his
personal representative to the extent the Optionee would have been entitled to
exercise such option if he had continued to live and be in such employment, for
the lesser of one year after his death or for the remaining term of the option.
ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth information, as of January 31, 2000 as to each
person who is known to the Company to be the beneficial owner of more than 5% of
the Common Stock of the Company, and as to the security ownership of each
Director of the Company and all officers and Directors of the company as a
group. Except where specifically noted, each person listed in the table has
sole voting and investment poser to the shares listed.
<TABLE>
Security Ownership
Title Name and Address Amount and Nature Percent
of Class of Beneficial Owner of Beneficial Ownership of Class
------------ -------------------------- ------------------------ ------------
<C> <S> <S> <S>
Directors and Executive Officers:
Common Stock MAYNARD M. MOE 8,913,200 31.68%
President, Chief Executive
Officer, Director
2204 W. Wellesley
Spokane, WA 99205
Common Stock JOHN F. MAYER 3,257,100 11.58%
Director
534 Valley Drive
Kerrville, Texas 78028
Common Stock KERRY WEGER 641,000 2.28%
Secretary/Treasurer
3023 Daniel Street
Bloomington, IN 47401
Common Stock GEORGE SHUTT 92,450 .33%
Director
17582 Meridith Dr.
Santa Ana, CA 92705
Common Stock SIGURD "MORRIS" MATHISEN 81,750 .30%
Vice-President
6415 N. Fleming
Spokane, WA 99208
Common Stock ALL DIRECTORS and 12,985,500 46.17%
Executive Officers as a group
(5 persons) as of the date of this Form 10-K
</TABLE>
<PAGE> 47
RAMEX SYNFUELS INTERNATIONAL, INC.
FORM 10-K
JANUARY 31, 2000
Stockholders owning more than 5% of the Registrant's Voting Securities:
Maynard Moe, 31.68% and John Meyer, 11.58%
ITEM 13 INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS
There have been no transactions or series of transactions, or proposed
transactions during the last fiscal year to which the Registrant is a party in
which, which any director, nominee for election as a director, executive officer
or beneficial owner of five percent or more of the Registrant's common stock, or
any member of the immediate family of the foregoing had or is to have a direct
or indirect material interest exceeding $60,000.
PART IV
ITEM 14 EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM
8-K
(a) (1) The financial statements listed in the following index are filed as
part of this Annual Report on Form 10-K:
Sequential
Page
Title Page 18
Table of Contents 18
Report of Independent Auditor 19
Statement of Financial Position at January 31, 2000,
1999 and 1998 20
Statement of Operations for the Years Ended January 31,
2000, 1999 and 1998 21
Statement of Changes in Stockholders' Equity for the
Years Ended January 31, 2000, 1999 and 1998 22
Statement of Cash Flows for the Years Ended January 31,
2000, 1999 and 1998 23
Notes to Financial Statements at January 31,
2000, 1999 and 1998 24-27
(a) (2) Financial Statement Schedules are not filed with this Annual Report
on Form 10-K because the Schedules are either inapplicable or the required
information is presented in the Financial Statements or Notes hereto.
(a) (3) Exhibits
Exhibits required by Item 601 of Regulation S-K are as follows:
2) Plan of acquisition, reorganization, arrangement, liquidation
or succession 28
23) Consent of experts and counsel. 40
27) Financial Data Schedule (electronic filing only) 41
All other exhibits are omitted as not applicable.
(b) Form 8-K, filed on January 12, 2000, reported an agreement and plan of
reorganization with SportsSports.com Inc, a Florida Corporation, and is
considered to be included herein by reference.
<PAGE> 48
RAMEX SYNFUELS INTERNATIONAL, INC.
FORM 10-K
JANUARY 31, 2000
SIGNATURES
Pursuant to the requirements of Section 13 of 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
Ramex Synfuels International, Inc.
Registrant
Dated: July 11, 2000 By: /s/ Maynard M. Moe
------------------ -------------------------------------
Maynard M. Moe
President, CEO and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed by the following persons on behalf of the Registrant and on the
dates indicated.
Dated: July 11, 2000 By: /s/ Maynard M. Moe
------------------ -------------------------------------
Maynard M. Moe
President, CEO and Director
Dated: July 11, 2000 By: /s/ Kerry L. Wegner
------------------ -------------------------------------
Kerry L. Weger,
Secretary/Treasurer and Director
Dated: July 11, 2000 By: /s/ George Shutt
------------------ -------------------------------------
George Shutt
Director
Dated: July 11, 2000 By: /s/ John F. Mayer
------------------ -------------------------------------
John F. Mayer
Director
<PAGE> 49
RAMEX SYNFUELS
INTERNATIONAL, INC.
FINANCIAL STATEMENTS
January 31, 2000
WILLIAMS & WEBSTER PS
Certified Public Accountants
BANK OF AMERICA FINANCIAL CENTER
601 W. RIVERSIDE, SUITE 1940
SPOKANE, WA 99201
(509) 838-5111
RAMEX SYNFUELS INTERNATIONAL, INC.
TABLE OF CONTENTS
Independent Auditor's Report 1
Statements of Financial Position 2
Statements of Operations 3
Statement of Stockholders' Equity (Deficit) 4
Statements of Cash Flows 5
Notes to Financial Statements 6
<PAGE> 50
INDEPENDENT AUDITOR'S REPORT
Board of Directors
Ramex Synfuels International, Inc.
Spokane, Washington
We have audited the accompanying statements of financial position of Ramex
Synfuels International, Inc. as of January 31, 2000, 1999 and 1998 and the
related statements of operations, changes in stockholders' equity (deficit), and
cash flows for the years then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these 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 audits 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
presentations. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Ramex Synfuels International,
Inc. as of January 31, 2000, 1999 and 1998 and the results of operations,
changes in stockholders' equity (deficit) and cash flows for the years then
ended in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 3 to the
financial statements, the Company has suffered recurring losses from operations,
has generated no revenues in the last three years, has a working capital deficit
and substantial liabilities. These conditions raise substantial doubt about the
Company's ability to continue as a going concern. Management's plans in regard
to these matters are also described in Note 3. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
Williams & Webster, P.S.
Spokane, Washington
March 2, 2000
<PAGE> 51
RAMEX SYNFUELS INTERNATIONAL, INC.
BALANCE SHEETS
<TABLE>
<CAPTION>
ASSETS
January 31, January 31, January 31,
2000 1999 1998
------------- ----------- -----------
<S> <C> <C> <C>
CURRENT ASSETS
Cash $ 10,484 $ 6,509 $ 1,281
------------- ----------- -----------
TOTAL ASSETS $ 10,484 $ 6,509 $ 1,281
============= =========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 46,969 $ 62,801 $ 64,295
Related party payables 4,158 118,294 105,654
------------- ----------- -----------
Total Current Liabilities 51,127 181,095 169,949
------------- ----------- -----------
COMMITMENTS AND CONTINGENCIES 10,100 - -
------------- ----------- -----------
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock; $.01 par
value; 125,000,000 shares
authorized; 28,138,765,
16,023,465 and 14,323,465
shares issued and
outstanding as of
January 31, 2000, 1999 \
and 1998, respectively 281,387 160,234 143,234
Additional paid-in capital 4,618,402 4,594,929 4,594,929
Accumulated deficit (4,950,532) (4,929,749) (4,906,831)
------------- ----------- -----------
Total Stockholders'
Equity (Deficit) (50,743) (174,586) (168,668)
------------- ----------- -----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY
(DEFICIT) $ 10,484 $ 6,509 $ 1,281
============= =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 52
RAMEX SYNFUELS INTERNATIONAL, INC.
Statements of Operations
<TABLE>
<CAPTION>
Year Ended Year Ended Year Ended
January 31, January 31, January 31,
2000 1999 1998
----------- ----------- -----------
<S> <C> <C> <C>
REVENUE $ - $ - $ -
----------- ----------- -----------
GENERAL AND ADMINSTRATIVE EXPENSES 20,783 22,957 19,901
----------- ----------- -----------
(LOSS) FROM OPERATIONS (20,783) (22,957) (19,901)
OTHER INCOME
Interest - 39 27
----------- ----------- -----------
LOSS BEFORE INCOME TAXES (20,783) (22,918) (19,874)
INCOME TAXES - - -
----------- ----------- -----------
NET LOSS $ (20,783) $ (22,918) $ (19,874)
=========== =========== ===========
BASIC AND DILUTED
NET (LOSS) PER SHARE (NIL) (NIL) (NIL)
=========== =========== ===========
BASIC AND DILUTED
WEIGHTED AVERAGE NUMBER
OF COMMON SHARES OUTSTANDING 26,687,245 15,385,383 14,219,081
=========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 53
RAMEX SYNFUELS INTERNATIONAL, INC.
Statement of Changes in Stockholders' Equity
<TABLE>
<CAPTION>
Common Stock Additional
-------------------------- Paid-In Accumulated
Shares Amount Capital (Deficit) Total
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Balance,
February 1, 1997 13,823,465 $ 138,234 $4,594,929 $(4,886,957) $ (153,794)
Common stock
issued for cash
at $.01 per
share 500,000 5,000 - - 5,000
Net loss for
the year ended
January 31, 1998 - - - (19,874) (19,874)
----------- ----------- ----------- ----------- -----------
Balance,
January 31, 1998 14,323,465 143,234 4,594,929 (4,906,831) (168,668)
Common stock
issued for cash
at $.01 per share 1,700,000 17,000 - - 17,000
Net loss for
the year ended
January 31, 1999 - - - (22,918) (22,918)
----------- ----------- ----------- ----------- -----------
Balance,
January 31, 1999 16,023,465 160,234 4,594,929 (4,929,749) (174,586)
Common stock
issued for
accounts
payable and
related party
payables at
prices ranging
from $0.01 to
$0.03 per share 11,065,300 110,653 23,473 - 134,126
Common stock
issued for
services at
$0.01 per share 50,000 500 - - 500
Common stock
issued for cash
at $0.01 per share 1,000,000 10,000 - - 10,000
Net loss for
the year ended
January 31, 2000 - - - (20,783) (20,783)
----------- ----------- ----------- ----------- -----------
Balance,
January 31, 2000 28,138,765 $ 281,387 $4,618,402 $(4,950,532) $ (50,743)
=========== =========== =========== =========== ===========
The accompanying notes are an integral part of these financial statements.
<PAGE> 54
RAMEX SYNFUELS INTERNATIONAL, INC.
Statements of Cash Flows For the Years
</TABLE>
<TABLE>
<CAPTION>
January 31, January 31, January 31,
2000 1999 1998
----------- ----------- -----------
<S> <C> <C> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES
Net (loss) $ (20,783) $ (22,918) $ (19,874)
Common stock issued for services 500 - -
Changes in assets and liabilities:
Accounts payable - (1,494) -
Commitments and contingencies 10,100 - -
Related party payables 4,158 12,640 13,946
----------- ----------- -----------
Net cash used by operating activities (6,025) (11,772) (5,928)
----------- ----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
- - -
----------- ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock for cash 10,000 17,000 5,000
----------- ----------- -----------
Net cash from financing activities 10,000 17,000 5,000
----------- ----------- -----------
NET INCREASE (DECREASE) IN CASH 3,975 5,228 (928)
CASH AT BEGINNING OF YEAR 6,509 1,281 2,209
----------- ----------- -----------
CASH AT END OF YEAR $ 10,484 $ 6,509 $ 1,281
=========== =========== ===========
SUPPLEMENTAL INFORMATION:
Interest paid $ - $ - $ -
Taxes paid $ - $ - $ -
Non-cash financing activities:
Common stock issued for services $ 500 $ - $ -
Common stock issued for accounts payable
and related party payables $ 134,126 $ - $ -
The accompanying notes are an integral part of these financial statements.
<PAGE> 55
RAMEX SYNFUELS INTERNATIONAL, INC.
NOTES TO FINANCIAL STATEMENTS
JANUARY 31, 2000
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
The Company's predecessor, Cache Oil Corporation, was incorporated in March
1980, under the laws of the State of Utah. In July 1980, Cache Oil Corporation
purchased, in a business combination, all of the outstanding common stock of
Ramex Horn, Inc., a Wyoming corporation, which was subsequently dissolved. In
December 1980, Cache Oil merged with a wholly owned subsidiary of Ramex Horn,
Inc., Ramex Synthetic Fuels International, Inc., a Utah corporation, at which
time the name of the surviving Utah corporation was changed to Ramex Synfuels
International, Inc. (the Company). The Company had been in the development
stage prior to 1992, at which time operations ceased. Currently management is
seeking new capital through formation of a strategic alliance or joint venture.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNT POLICIES
This summary of significant accounting policies of Ramex Synfuels International,
Inc. is presented to assist in understanding the Company's financial statements.
The financial statements and notes are representations of the Company's
management, which is responsible for their integrity and objectivity. These
accounting policies conform to generally accepted accounting principles and have
been consistently applied in the preparation of the financial statements.
Accounting Method
The Company's financial statements are prepared using the accrual method of
accounting with a year end of January 31.
Loss per Share
Loss per share is computed by dividing the net loss by the weighted average
number of common shares outstanding during the year. The weighted average
number is calculated by taking the number of shares outstanding and weighting
them by the amount of time that they were outstanding. Basic and diluted loss
per share is the same as there are no common stock equivalents outstanding.
Cash and Cash Equivalents
For purposes of the Statement of Cash Flows, the Company considers all
short-term debt securities purchased with a maturity of three months or less to
be cash equivalents.
Financial Accounting Standards
The Company has adopted the fair value accounting rules to record all
transactions in equity instruments for goods or services.
<PAGE> 56
RAMEX SYNFUELS INTERNATIONAL, INC.
NOTES TO FINANCIAL STATEMENTS
JANUARY 31, 2000
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNT POLICIES (Continued)
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.
Provision for Taxes
At January 31, 2000, the Company has a net operating loss carryforward of
approximately $4,950,000 that may be offset through 2014. No tax benefit has
been reported in the financial statements as the Company believes there is a 50%
or greater chance the net operating loss carryforwards will expire unused.
Accordingly, the potential tax benefits of the net operating loss carryforwards
are offset by a valuation allowance of the same amount.
NOTE 3 - GOING CONCERN
The Company's financial statements have been presented on a going concern basis
that contemplates the realization of assets and the satisfaction of liabilities
in the normal course of business. In recent years however, the Company has
sustained substantial operating losses without generating any revenues. In
addition, the Company has substantial liabilities and a working capital deficit
of $40,643. These conditions raise substantial doubt about the Company's
ability to continue as a going concern.
Management's plans to mitigate this issue are summarized as follows:
Management has provided an infusion of cash through advances from officers and
directors and minimized the Company's cash expenditures. Management also
intends to seek new capital by forming a strategic alliance or joint venture.
The above actions are expected to provide funds needed to increase liquidity and
implement the Company's business plans. See Notes 7 and 9.
NOTE 4 - STOCK OPTION AND COMPENSATION BONUS PLAN
In 1989, the Company established a nonqualified stock option plan for its
directors, employees, and outside consultants. Under the plan, options to
purchase shares of the Company's common stock may be granted at 76% of the fair
market value of the common stock at the date of grant. Options may be partially
exercised within six months of the grant and are fully exercisable within
twenty-seven months of the grant date.
NOTE 4 - STOCK OPTION AND COMPENSATION BONUS PLAN (Continued)
The Company originally provided for a maximum of 3,000,000 shares to be issued
under the stock option plan. In 1989 and 1990, the Company issued 1,366,667
shares under the plan and has issued no additional shares since that time. The
remaining shares available under the plan were reduced to 163,333 due to the
Company's reverse stock split in 1994.
<PAGE> 57
RAMEX SYNFUELS INTERNATIONAL, INC.
NOTES TO FINANCIAL STATEMENTS
JANUARY 31, 2000
NOTE 5 -RELATED PARTY TRANSACTIONS
As of January 31, 2000, 1999 and 1998, the Company owed $4,158, $118,294 and
$105,654, respectively to officers for accrued consulting fees, advances and
expenses paid on behalf of the Company. During the year ended January 31, 2000,
stock was issued to related parties in payment of a majority of the related
party payables. See Note 8.
NOTE 6 - ACCOUNTS PAYABLE
Accounts payable principally consists of trade payables which are several years
old. It appears that no efforts are being made by the vendors to collect these
delinquent balances, and the Company believes that collection efforts are
unlikely. During the year ended January 31, 2000, stock was issued in payment
of a portion of the accounts payable. See Note 8.
NOTE 7 - COMMITMENTS AND CONTINGENCIES
Ramex Research Partners, Ltd.
In September 1993, the Company as the general partner in newly formed Ramex
Research Partners, Ltd., a Texas limited partnership, raised $110,000 for
further development of an oil shale gasification process. This process is
protected by a patent (issued on May 29, 1990), owned by the Company, which is
carried at no cost on the Company's financial statements. In return for this
funding, the Company has granted to the limited partners a limited term royalty
payable from the future proceeds, if any, of gas produced from the application
of this process. This limited term royalty will continue until the limited
partners have received the greater of (1) payments aggregating 1.10% of the net
profits derived from the first 1,000 productive wells using this process, or (2)
payments aggregating ten times the limited partners' original investment.
The Company anticipates that it will sell the above referenced technology to the
President of the Company for a nominal consideration, after approval of the
Acquisition of Sportsend (see Note 7.) Attendant with the ownership of the
technology, the liabilities related thereto will also be transferred.
Sports Sports.Com, Inc.
During January 2000, the Company executed a plan of reorganization with Sports
Sports.Com, Inc., (hereinafter "Sportsend") a Florida corporation, doing
business on the World Wide Web as Sportsend.Com. In executing the plan of
reorganization, the Company is expected to have a one for thirty reverse split
of its issued and outstanding common stock and pay off all currently existing
liabilities. On January 27, 2000, Sportsend advanced $130,000 to a trust account
that is controlled by the president of Ramex for the purpose of liquidating
these liabilities and paying expenses related to the plan of reorganization. At
January 31, 2000, Sportsend had advanced $10,100 to the Company for the specific
purpose of paying for the shareholders' proxy in regard to this plan of
reorganization. After the reverse stock split and payment of liabilities, the
Company intends to acquire Sportsend in a reverse merger through a stock
for stock transaction. The acquisition date is expected to be set once both
companies have their annual audited financial statements and the aforementioned
conditions have been met.
<PAGE> 58
RAMEX SYNFUELS INTERNATIONAL, INC.
NOTES TO FINANCIAL STATEMENTS
JANUARY 31, 2000
NOTE 8 - COMMON STOCK
During the year ended January 31, 2000, the Company issued 11,065,300 shares of
its common stock for in payment of accounts payable and related party payables
at prices ranging from $0.01 to $0.03 per share. The Company also issued 50,000
shares of common stock for services at $0.01 per share and 1,000,000 shares of
common stock for cash at $0.01 per share. The shares were issued at the fair
market value on the date of issuance.
During the years ended January 31, 1999 and 1998, the Company sold 1,700,000 and
500,000 shares of its common stock, respectively, at $0.01 per share, which was
the fair market value of the shares on the date of issuance.
NOTE 9 - SUBSEQUENT EVENTS
The Company has executed a plan of reorganization with Sports Sports.Com, Inc. a
Florida corporation, doing business on the World Wide Web as Sportsend.Com. The
reorganization calls for acquisition of Sportsend through stock for stock
transactions after a one for thirty reverse stock split of the Company's common
stock and other conditions are met. See Note 7.
<PAGE> 59
AGREEMENT AND PLAN OF REORGANIZATION
By and among
RAMEX SYNFUELS INTERNATIONAL, INC.
as Acquirer
SPORTS SPORTS.COM
as Acquiree
and
the Shareholders of
SPORTS SPORTS.COM
as more particularly set forth herein.
----------------------------
NOVEMBER 22, 1999
As Executed January 7, 2000
<PAGE> 60
AGREEMENT AND PLAN OF REORGANIZATION
------------------------------------
THIS AGREEMENT AND PLAN OR REORGANIZATION (this 'Agreement') is made and
entered into this 22nd day of November, 1999 by and among RAMEX SYNFUELS
INTERNATIONAL INC., a Nevada corporation (hereinafter referred to as "RAMX"),
SPORTS SPORTS.COM, a Florida corporation (hereinafter referred to as "SE") and
the shareholders of SE listed on the signature page and on Exhibit A hereto
constituting all of the shareholders of SE (hereinafter referred to as the "SE
Shareholders").
RECITALS
--------
A. The SE Shareholders own all of the issued and outstanding shares of the
Common Voting Stock of SE as set forth on Exhibit A hereto.
B. RAMX is willing to acquire all of the issued and outstanding Common
Voting Stock of SE, making SE a wholly-owned subsidiary of RAMX, and the SE
Shareholders desire to exchange all of their shares of SE's Common Voting Stock
for shares of RAMX's authorized but unissued shares of Common Voting Stock as
hereinafter provided.
C. It is the intention of the parties hereto that (I) RAMX shall acquire all
of the issued and outstanding Common Voting Stock of SE in exchange
solely for the number of shares in RAMX's authorized but unissued Common
Voting Stock set forth below (the "Exchange") (ii) the Exchange shall qualify
as a tax-free reorganization under Section 368(a)(1)(B) of the Internal Revenue
Code of 1986, as amended, and related sections thereunder; and (iii) the
Exchange shall qualify as a transaction in securities exempt from
registration or qualification under the Securities Act of 1933, as amended
(the "Act") and under the applicable securities laws of each state or
jurisdiction where the Shareholders reside.
NOW, THEREFORE, in consideration of the mutual covenants, agreements,
representations and warranties contained in this Agreement, the parties hereto
agree as follows:
SECTION 1. EXCHANGE OF SHARES
---------------------------------
1.1 EXCHANGE OF SHARES. RAMX and the SE Shareholders hereby agree that the
SE Shareholders shall, on the Closing Date (as hereinafter defined),
exchange all of their issued and Common Voting Stock, set forth in Exhibit
A hereto (which gives effect to RAMX's 1 for 30 reverse stock split of its
outstanding Common Voting Stock to be authorized by the RAMX Shareholders prior
to or simultaneously with the completion of this acquisition and made
effective as soon as practicable thereafter. The number of shares of
Common voting Stock owned by each shareholder of SE and the number of
shares of RAMX Common Voting Stock which each will be entitled to receive
in the Exchange is set forth in Exhibit A hereto.
1.2 DELIVERY OF SHARES. On the Closing Date, the SE Shareholders
deliver to RAMX the certificates representing the Shares, duly endorsed
(or with executed stock powers) so as to make RAMX the sole owner thereof.
Simultaneously, RAMX will deliver certificates representing the RAMX Shares
to the SE Shareholders.
<PAGE> 61
1.3 TAX-FREE REORGANIZATION. The SE Shareholders acknowledge that, in the
event that Common Voting Stock of SE representing at least 80% in interest of
SE is not exchanged for shares of RAMX Common Voting Stock pursuant hereto,
the Exchange will not qualify as a tax-free reorganization under Section
368(a)(1)(B) of the Internal Revenue Code of 1986, as amended.
1.4 INVESTMENT INTENT. The RAMX Shares have not been registered under the
Securities Act of 1933, as amended (the "Act") and may not be resold unless
the RAMX Shares are registered under the Act or an exemption from such
registration is available. The SE Shareholders represent and warrant that
each of them is acquiring the RAMX Shares for his, her, or its own account,
for investment, and not with a view to the sale or distribution of the
RAMX Shares. Each certificate representing the RAMX Shares will have a
legend thereon incorporating language as follows:
"The shares of stock represented by this certificate have not been registered
under the Securities Act of 1933, as amended, and may not be sold or otherwise
transferred unless compliance with the registration provisions of such Act has
been made or unless availability of an exemption from such registration had been
established, or unless sold pursuant to Rule 144 of the Securities Act of 1933."
1.5 Payment and Spinoff.SE shall pay to RAMX the sum of $130,000 to be used
to pay off all debts and any judgements. RAMX will be debt free within 14 days
of delivery of this sum and shall have no liabilities at that time. RAMX shall
spin off any technology-licenses and patents to an entity directed to by Maynard
Moe for the consideration of $1.00 at such time as Mr. Moe directs.
SECTION 2. REPRESENTATIONS AND WARRANTIES OF SE AND SE SHAREHOLDERS
----------------------------------------------------------------------------
SE and the SE Shareholders (to the best of the SE Shareholders' knowledge
and belief as to SE except with respect to Sections 2.2 and 2.14 hereafter as to
which the representation and warranty shall be unqualified as to each SE
Shareholder's respective interest) hereby represent and warrant as follows:
2.1 ORGANIZATION AND GOOD STANDING: Ownership of Shares. SE is a
corporation duly organized, validity existing and in good standing under the
laws of the State of Florida, and is entitled to own or lease its properties
and to carry on its business as and in the place where such properties are
now owned, leased or operated and such business is now conducted. SE is duly
licensed or qualified and in good standing as a foreign corporation where the
character of the properties owned by it or the nature of the business
transacted by it make such licenses or qualifications necessary. SE does
not have any subsidiaries. There are no outstanding subscriptions, rights,
options, warrants or other agreements obligating either SE or the SE
Shareholders to issue, sell or transfer stock or other securities of SE,
except simultaneously herewith.
2.2 OWNERSHIP OF SHARES. The SE Shareholders are the owners of record and
beneficially of all the shares of Common Voting Stock of SE, all of which
Shares are free and clear of all rights, claims, liens and encumbrances, and
which shares have not been sold, pledged, assigned or otherwise transferred
except pursuant to this Agreement.
2.3 FINANCIAL STATEMENTS, BOOKS AND RECORDS. Inasmuch as SE has been
recently organized, SE has no history of operations. SE will deliver to
RAMX sales records for its first quarter of operations by December 10,
1999.
<PAGE> 62
No Material Adverse Changes. Since the date of the Balance Sheet there has not
been and there will not be before the date of closing:
(i) any material adverse change in the assets, operations, condition
(financial or otherwise) or prospective business of SE;
(ii) any damages, destruction or loss materially affecting the assets,
prospective business, operations or condition (financially or otherwise) of SE,
whether or not covered by insurance;
(iii) any declaration, setting aside or payment of any individual or
distribution with respect to any redemption or repurchase of the SE's
Common Voting Stock;
(iv) any sale of an asset (other than in the ordinary course of business) or
any mortgage or pledge by SE of any properties or assets; or
(v) adoption of any pension, profit sharing, retirement, stock bonus, stock
option or similar plan or arrangement.
2.4 TAXES. SE has prepared and filed all appropriate federal, state and
local tax returns for all periods prior to and through the date hereof
for which any such returns have been required to be filed by it and has paid
all taxes shown to be due by said returns or on any assessments received by it
or has made adequate provision for the payment thereof.
2.5 COMPLIANCE WITH LAWS. SE has complied with all federal, state, county
and local laws, ordinances, regulations, inspections, orders, judgements,
injunctions, awards or decrees applicable to it or its business which, if
not complied with, would materially and adversely affect the business of
SE.
2.6 NO BREACH. The execution, delivery and performance of this Agreement
and the consummation of the transactions contemplated hereby will not:
(i) violate any provision of the Articles of Incorporation or By-Laws of SE;
(ii) violate, conflict with or result in the breach of any of the terms of,
result in a material modification of, otherwise give any other
contracting party the right to terminate, or constitute (or with notice or
lapse of time or both constitute) a default under, any contract or other
agreement to which SE is a party or to which it or any of its assets or
properties may be bound or subject;
(iii) violate any order, judgement, injunction, award or decree of any
court, arbitrator or governmental or regulatory body against, or binding
upon, SE, or upon the properties or business of SE; or
(iv) violate any statute, law or regulation or any jurisdiction applicable
to the transactions contemplated herein which could have a materially adverse
effect on the business or operations of SE.
2.7 ACTIONS AND PROCEEDINGS. There is no outstanding order, judgement,
injunction, award or decree of any court, governmental or regulatory body
or arbitration tribunal against or involving SE. There is no action,
suit or claim or legal, administrative or arbitral proceeding or (whether
or not the defense thereof or liabilities in respect thereof are covered by
insurance) pending or threatened against or involving SE or any of its
properties or assets. There is no fact, event or circumstance that may
give rise to any suit, action, claim, investigation or proceeding.
<PAGE> 63
2.8 BROKERS OR FINDERS. No broker's or finder's fee will be payable to SE in
connection with the transactions contemplated by this Agreement, nor will any
such fee be incurred as a result of any actions by SE or the Shareholders.
Except as specified in paragraph 3.8 of this agreement.
2.9 REAL ESTATE. Except as set forth on Schedule 2.10, SE neither owns real
property nor is a party to any leasehold agreement.
2.10 TANGIBLE AND INTANGIBLE ASSETS. SE has full title and interest in all
machinery, equipment, furniture, leasehold improvements, fixtures, vehicles,
structures, patents, licenses owned or leased or licensed by SE, any related
capitalized items or other tangible or intangible property material to the
business of SE (the "Tangible and Intangible Assets"). SE holds all rights,
title and interest in all the Tangible and Intangible Assets owned by it on the
Balance Sheet or acquired by it after the date of the Balance Sheet, free and
clear of all liens, pledges, mortgages, security interests, conditional sales
contracts or any other encumbrances except as set forth on Schedule 2.11.
All of the Tangible and Intangible Assets are in good operating condition and
repair and are usable in the ordinary course of business of SE and conform
to all applicable laws, ordinances and governmental orders, rules and
regulations relating to their construction and operation.
2.11 LIABILITIES. SE does not have any direct or indirect indebtedness,
liability, claim, loss, damage, deficiency, obligation or responsibility,
known or unknown, fixed or unfixed, liquidated or unliquidated, secured or
unsecured, accrued or absolute, contingent or otherwise, including, without
limitation, any liability on account of taxes, any other governmental
charge or lawsuit (all of the foregoing collectively defined to as
"Liabilities"), which were not fully, fairly and adequately reflected on the
Balance Sheet. As of the Closing Date, SE will not have any Liabilities,
other than Liabilities fully and fairly reflected on the Balance Sheet, except
for Liabilities incurred in the ordinary course of business.
2.12 Operations of SE. Except as set forth on Schedule 2.13, from the date
of the Balance Sheet and through the Closing Date hereof SE has not
and will not have;
(i) incurred any indebtedness for borrowed money;
(ii) declared or paid any dividend or declared or made any distribution of
any kind to any shareholder; or made any direct or indirect redemption,
retirement, purchase or other acquisition of any shares in its Common
Voting Stock;
(iii) made any loan or advance to any shareholder, officer, director,
employee, consultant, agent or other representative or made any other loan or
advance otherwise than in the ordinary course of business;
(iv) except in the ordinary course of business, incurred or assumed any
indebtedness or liability (whether or not currently due and payable);
(v) disposed of any assets of SE except in the ordinary course of business;
(vi) materially increased the annual compensation of any executive employee
of SE;
(vii) increased, terminated, amended or otherwise modified any plan for the
benefit of employees of SE;
<PAGE> 64
(viii) issued any equity securities or rights to acquire such equity
securities; or
(ix) except in the ordinary course of business, entered into or modified any
contract, agreement or transaction.
2.13 CAPITALIZATION. The authorized capital stock of SE consists of 10,000
shares of Common Voting Stock of which 10,000 shares are presently issued and
outstanding. Neither SE nor the Shareholders has granted, issued or agreed to
grant, issue or make available any warrants, options, subscription rights
or any other commitments of any character relating in the issued or unissued
shares of Common Voting Stock of SE.
2.14 FULL DISCLOSURE. No representation or warranty by SE of the SE
Shareholders in this Agreement or in any document or schedule to be
delivered by them pursuant hereto, and no written statement, certificate or
instrument furnished or to be furnished to RAMX pursuant hereto or in
connection with the negotiation, execution or performance of this Agreement,
contains or will contain any untrue statement of a material fact or omits or
will omit to state any fact necessary to make any statement herein or therein
not materially misleading or necessary to a complete and correct presentation of
all material aspects of the businesses of SE.
SECTION 3. REPRESENTATIONS AND WEARRANTIES OF RAMX
--------------------------------------------------------
RAMX represents and warrants to SE and Shareholders as follows:
3.1 ORGANIZATION AND GOOD STANDING: OWNERSHIP OF SHARES. RAMX is a
corporation duly organized, validity existing and in good standing under the
laws of the State of Nevada, and is entitled to own or lease its properties and
to carry on its business as and in the place where such properties are now
owned, leased or operated and such business is now conducted. The authorized
Common Voting Stock of RAMX consists of 125,000,000 shares of Common Voting
Stock, of which, approximately 937,957 shares will be issued and outstanding
after RAMX's contemplated reverse stock split and return to treasury and
cancellation of presently issued and outstanding shares. RAMX is duly licensed
or qualified and in good standing as a foreign corporation where the character
of the properties owned by RAMX or the nature of the business transacted by it
make such licenses or qualifications necessary. RAMX does not have any
subsidiaries.
3.2 THE RAMX SHARES. The RAMX Shares to be issued to the SE Shareholders
have been or will have been duly authorized by all necessary corporate and
shareholder sections and, when so issued in accordance with the terms of this
Agreement, will be validly issued, fully paid and non-assessable.
3.3 FINANCIAL STATEMENTS, BOOKS AND RECORDS. Inasmuch as SE has been
recently organized, SE has no history of operations. SE will deliver to RAMX
sales reports for the first quarter of operation by December 10, 1999.
3.4 NO MATERIAL ADVERSE CHANGES. Since October 31, 1999, there has not
been:
(i) any material adverse change in the assets, operations, condition
(financial or otherwise) or prospective business;
(ii) any damage, destruction or loss materially affecting the assets,
prospective business, operations or condition (financial or otherwise)
whether or not covered by insurance;
<PAGE> 65
(iii) any declaration, setting aside or payment of any individual or
distribution with respect to any redemption or repurchase of the Common
Voting Stock;
(iv) any sale of an asset (other than in the ordinary course of business) or
any mortgage or pledge by RAMX of any properties or assets; or
(v) adoption of any pension, profit sharing, retirement, stock bonus, stock
option or similar plan or arrangement.
3.5 COMPLIANCE WITH LAWS. RAMX has complied with all federal, state, county
and local laws, ordinances, regulations, inspections, orders, judgements,
injunctions, awards or decrees applicable to it or its business which, if not
complied with, would materially and adversely affect the business of RAMX or the
trading market for the shares of RAMX's Common Voting Stock.
3.6 NO BREACH. The execution, delivery and performance of this Agreement
and the consummation of the transactions contemplated hereby will not:
(i) violate any provision of the Articles of Incorporation or By-Laws of
RAMX;
(ii) violate, conflict with or result in the breach of any of the terms of,
result in a material modification of, otherwise give any other contracting
party the right to terminate, or constitute (or with notice or lapse of time or
both constitute) a default under, any contract or other agreement to which RAMX
is a party or to which it or any of its assets or properties may be bound
or subject;
(iii) violate any order, judgement, injunction, award or decree of any
court, arbitrator or governmental or regulatory body against, or binding upon,
RAMX, or upon the properties or business of RAMX; or
(iv) violate any statute, law or regulation or any jurisdiction applicable
to the transactions contemplated herein.
3.7 ACTIONS AND PROCEEDINGS. There is no outstanding order, judgement,
injunction, award or decree of any court, governmental or regulatory body or
arbitration tribunal against or involving RAMX. There is no action, suit or
claim or legal, administrative or arbitral proceeding or (whether or not the
defense thereof or liabilities in respect thereof are covered by insurance)
pending or threatened against or involving RAMX or any of its properties or
assets. Except as set forth on Schedule 3.7 there is no fact, event or
circumstance that may give rise to any suit, action, claim, investigation or
proceeding.
3.8 BROKERS OR FINDERS.No broker's or finder's fee will be payable to RAMX
in connection with the transactions contemplated by this Agreement, nor
will any such fee be incurred as a result of any actions by RAMX, except
one hundred thousand (100,000)post split shares to Terry Dunne and two
hundred and fifty thousand (250,000) post split shares to Eric Moe.
3.9 LIABILITIES. RAMX does not have any direct or indirect indebtedness,
liability, claim, loss, damage, deficiency, obligation or responsibility,
known or unknown, fixed or unfixed, liquidated or unliquidated, secured or
unsecured, accrued or absolute, contingent or otherwise, including, without
limitation, any liability on account of taxes, any other governmental
charge or lawsuit (all of the foregoing collectively defined to as
"Liabilities"), which were not fully, fairly and adequately reflected on the
Balance Sheet. As of the Closing Date, RAMX will not have any Liabilities,
other than Liabilities fully and fairly reflected on the Balance Sheet,
except for Liabilities incurred in the ordinary course of business.
<PAGE> 66
3.10 OTC BULLETIN BOARD. RAMX's shares are trades on the OTC Bulleting
Board under the symbol "RAMX". RAMX is currently subject to filing periodic
reports under the Securities Exchange Act of 1934.
3.11 OPERATIONS OF RAMX. Except as set forth on Schedule 3.11, since
October 31, 1999 and through the Closing Date hereof RAMX has not and
will not have;
(i) incurred any indebtedness for borrowed money;
(ii) declared or paid any dividend or declared or made any distribution of
any kind to any shareholder; or made any direct or indirect redemption,
retirement, purchase or other acquisition of any shares in its Common
Voting Stock;
(iii) made any loan or advance to any shareholder, officer, director,
employee, consultant, agent or other representative or made any other loan or
advance otherwise than in the ordinary course of business;
(iv) except in the ordinary course of business, incurred or assumed any
indebtedness or liability (whether or not currently due and payable);
(v) disposed of any assets of RAMX except in the ordinary course of
business; except as required by terms and conditions of this agreement.
(vi) incurred any compensation for any executive employees of RAMX;
(vii) adopted, increased, terminated amended or otherwise modified any plan
for the benefit of employees of RAMX;
(viii) issued any equity securities or rights to acquire such equity
securities; or
(ix) except in the ordinary course of business, entered into or modified any
contract, agreement or transaction.
3.12 AUTHORITY TO EXECUTE AND PERFORM AGREEMENTS: RAMX has the full legal
right and power and all authority and approval required to enter into,
execute and deliver this Agreement and to perform fully its obligations
hereunder. This Agreement has been duly executed and delivered and is the valid
and binding obligation of RAMX enforceable in accordance with its terms,
except as may be limited by bankruptcy, moratorium, insolvency or other
similar laws generally affecting the enforcement of creditors' rights. The
execution and delivery of this Agreement and the consumption of the
transactions contemplated hereby and the performance by RAMX of this
Agreement, in accordance with its respective terms and conditions will not:
(i) require the approval or consent of any governmental or regulatory body,
the Shareholders of RAMX or the approval or consent of any other person;
(ii) conflict with or result in any breach or violation of any of the terms
and conditions of, or constitute (or with any notice or lapse of time or
both would constitute) a default under, any order, judgement or decree
applicable to RAMX or any instrument, contract or other agreement to which
RAMX is a party or by or to which RAMX is bound or subject; or
(iii) result in the creation of any lien or other encumbrance on the assets
or properties of RAMX.
<PAGE> 67
3.13 FULL DISCLOSURE. No representation or warranty by RAMX in this
Agreement or in any document or schedule to be delivered by them pursuant
hereto, and no written statement, certificate or instrument furnished or
to be furnished to SE or the SE Shareholders pursuant hereto or in connection
with the negotiation, execution or performance of this Agreement, contains
or will contain any untrue statement of a material fact or omits or will omit to
state any fact necessary to make any statement herein or therein not materially
misleading or necessary to a complete and correct presentation of all material
aspects of the businesses of RAMX. The foregoing notwithstanding, all of
the aforementioned representatives and warranties are qualified to the
extent that any of the companies or businesses acquired or to be acquired
pursuant to SE's acquisition program may include events, conditions, or
circumstances involving matters contemplated by such representations and
warranties, the disclosure of which will not be made pursuant to this
Agreement.
SECTION 4. COVENANT.
----------------------
4.1 CORPORATE EXAMINATIONS AND INVESTIGATIONS. Prior to the Closing Date,
the parties acknowledge that they have been entitled, through their employees
and representatives, to make such investigation of the assets, business and
operations, books, records and financial condition of the other as they each may
reasonably require. No investigation by a party hereto shall, however, diminish
or waive in any way of the representations, warranties, covenants or agreements
of the other party under this Agreement.
4.2 EXPENSES. Each party hereto agrees to pay its own costs and expenses
incurred in negotiating this Agreement and consummating the transactions
described herein.
4.3 FURTHER ASSURANCE. The parties shall execute such documents and other
papers and take such further actions as may be reasonably required or desirable
to carry out the provisions hereof and the transactions contemplated hereby.
Each such party shall use its best efforts to fulfill or obtain the
fulfillment of the conditions to the Closing, including, without limitation,
the execution and delivery of any documents or other papers, the execution and
delivery of which are necessary or appropriate to the Closing.
4.4 CONFIDENTIALITY. In the event the transactions contemplated by this
Agreement are not consummated, each of the parties hereto agree to keep
confidential any information disclosed to each other in connection therewith for
a period of two (2) years from the fate hereof; provided, however, such
obligation shall not apply to information which:
(i) at the time of disclosure was public knowledge;
(ii) after the time of disclosure becomes public knowledge (except due to
the action of the receiving party); or
(iii) the receiving party had within its possession at the time of
disclosure.
4.5 STOCK CERTIFICATES. At the Closing, the SE Shareholders shall have
delivered the certificates representing the Shares duly endorsed (or with
executed stock powers) so as to make RAMX the sole owner thereof. At such
Closing, RAMX shall issue to the SE Shareholders the RAMX Shares as applicable.
4.6 INVESTMENT LETTERS. The SE Shareholders shall have delivered to RAMX an
"Investment Letter" agreeing that the Shares are being acquired for investment
purposes only and not with the view to public resale or distribution.
<PAGE> 68
4.7 BOARD OF DIRECTORS OF RAMX. On the Closing Date, the Board of Directors
of RAMX shall include ---------- and/or other persons designated by the SE
Shareholders.
4.8 ACTION BY SHAREHOLDERS OF RAMX. On or prior to the Closing Date, the
Board of Directors and the shareholders of RAMX shall have approved a 30 for
1 reverse stock split of the outstanding Common Voting Stock of RAMX,
including the filing of any Articles of Amendment to the Articles of
Incorporation of RAMX. The shareholders shall also ratify a name change.
SECTION 5. SURVIVAL OF REPRESENTATIONS AND WARRANTIES OF RAMX
---------------------------------------------------------------------
Notwithstanding any right of SE and the SE Shareholders fully to
investigate the affairs of RAMX, the former shall have the right to rely fully
upon the representations, warranties, covenants and agreements of RAMX contained
in this Agreement or in any document delivered by RAMX or any of its
representatives, in connection with the transactions contemplated by this
Agreement. All such representations, warranties, covenants and agreements shall
survive the execution and delivery hereof and the Closing Date hereunder for
twelve (12) months following the Closing.This is subject to the indemnification
provisions set forth in paragraph 7.2 of section 7.
SECTION 6. SURVIVAL OF REPRESENTATIONS AND WARRANTIES OF SE AND THE SE
--------------------------------------------------------------------------------
SHAREHOLDERS
------------
Notwithstanding any right of RAMX fully to investigate the affairs of SE,
RAMX has the right to rely fully upon the representations, warranties, covenants
and agreements of SE and SE Shareholders contained in this Agreement or in any
document delivered by SE or any of its representatives, in connection with the
transactions contemplated by this Agreement. All such representations,
warranties, covenants and agreements shall survive the execution and delivery
hereof and the Closing Date hereunder for twelve (12) months following the
Closing.
SECTION 7. INDEMNIFICATIONS
-----------------------------
7.1 OBLIGATION OF RAMX TO INDEMNIFY. Subject to the limitations on the
survival of representations and warranties contained in Section 5, RAMX
hereby agrees to indemnify, defend and hold harmless SE and SE Shareholders from
and against any losses, liabilities, damages, deficiencies, costs or expenses
(including interest, penalties and reasonable attorneys' fees and disbursements)
(a "Loss") based upon, arising out of or otherwise due to any inaccuracy in or
any breach of any representation, warranty, covenant or agreement of RAMX
contained in this Agreement or in any document or other writing delivered
pursuant to this Agreement.
7.2 OBLIGATION OF SE AND THE SE SHAREHOLDERS TO INDEMNIFY. OBLIGATION OF
RAMX TO INDEMNIFY. Subject to the limitations on the survival of
Representations and warranties contained in Section 6, SE and the SE
Shareholders agree to indemnify, defend and hold harmless SE from and against
any Loss, based upon, arising out of or otherwise due to any inaccuracy in or
any breach of any representation, warranty, covenant or agreement made by
any of them and contained in this Agreement or in any document or other writing
delivered pursuant to his Agreement.Said indemnification shall be limited to
corporate assets only and doesn't include personal assets of officers,
directors and shareholders.
<PAGE> 69
SECTION 8. THE CLOSING
-------------------------
The closing shall take place simultaneously with the execution of this
Agreement or at such other later time or place as may be agreed upon by the
parties hereto. At the Closing, the parties shall provide each other with such
documentation as may be necessary or appropriate in order to consummate the
transactions contemplated hereby including evidence of due authorization of the
Agreement and the transactions contemplated hereby.
SECTION 9. MISCELLANEOUS
--------------------------
9.1 WAIVERS. The waiver of a breach of this Agreement or the failure of any
party hereto to exercise any right under this Agreement shall in no event
constitute waiver as to any future breach whether similar or dissimilar in
nature or as to the exercise of any further rights under this Agreement.
9.2 AMENDMENT. This Agreement may be amended or modified only by an
instrument of equal formality signed by the parties or the duly authorized representatives of the respective parties.
9.3 ASSIGNMENT. This Agreement is not assignable except by operation of law.
9.4 NOTICES. Until otherwise specified in writing, the mailing addresses of
both parties of this Agreement shall be as follows:
Sports Sports.com Ramex Synfuels International
3135 Stateroad 580, Suite 5 2204 W. Wellesley
Safety Harbor, Florida 34695 Spokane, WA 99205
9.5 GOVERNING LAW. This Agreement shall be construed, and the legal
relations be the parties determined, in accordance with the laws of the
State of Florida, thereby precluding any choice of law rules which may direct
the applicable of the laws of any other jurisdiction.
9.6 PUBLICITY. No publicity release or announcement concerning this
Agreement or the transactions contemplated hereby shall be issued by either
party hereto at any time from the signing hereof without advance approval in
writing of the form and substance thereof by the other party.
9.7 ENTIRE AGREEMENT. This Agreement (including the Exhibits and Schedules
hereto) and the collateral agreements executed in connection with the
consummation of the transactions contemplated herein contain the entire
agreement among the parties with respect to the purchase and issuance of the
shares and the RAMX Shares and related transactions, and supercede all prior
agreements, written or oral, with respect thereto.
9.8 HEADINGS. The headings in this Agreement are for reference purposes only
and shall not in any way affect the meaning or interpretation of this
Agreement.
9.9 SEVERABILITY PROVISIONS. The invalidity or unenforceability of any
term, phrase, clause, paragraph, restriction, covenant, agreement or other
provision of this Agreement shall in no way affect the Validity of enforcement
of any other provision or any part thereof.
9.10 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which when so executed, shall constitute an original
copy hereof, but all of which together shall consider but one and the same
document.
<PAGE> 70
9.11 Ratification-This agreement is subject to approval by the shareholders
of RAMEX.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date first
above written.
SECTION 10. POST REVERSE STOCK SPLIT ISSUE
10.1 Shares Outstanding. Current shares of common stock outstanding in RAMX
are 28,138,765.
10.2 Post Split . Post reverse 30 to 1 split there will be approximately
937,957 shares outstanding.
10.3 Subsequent Post Reverse Split Shares To Be Issued.
i) 100,000 shares to Terry Dunne
ii) 250,000 shares to Eric Moe
iii) 1 Million shares to First Level Capital
iv) 1 million shares to Gildner Funding
v) 9,212,043 issued to shareholders of SE
10.4 Shares Outstanding Post Reverse Split And Issuance. There will be
12,500,000 shares of common stock outstanding after post reverse split and
issuances of the common stock referenced above.
SE: SPORTS SPORTS.COM
/s/ Phil Wasserman
Shareholders: /s/ Diane Wasserman
/s/ Diane Wasserman
RAMX RAMEX SYNFUELS INTERNATIONAL, INC.
/s/ Maynard Moe
Any notice or statement given under this Agreement shall be deemed to have been
given if sent by registered mail addressed to the other party at the address
indicated above or at such other address which shall have been furnished in
writing to the addresser.
RAMEX SYNFUELS INTERNATIONAL, INC. SPORTS SPORTS.COM
/s/ Maynard Moe /s/ Phil Wasserman
By:---------------------------- By:----------------------------
Maynard Moe Phil Wasserman
Its' President Its' President
SHAREHOLDERS:
/s/ Diane Wasserman
-------------------------------
/s/ Diane Wasserman
-------------------------------
<PAGE> 71
APPENDIX I
RAMEX SYNFUELS INTERNATIONAL, INC.
NOTICE OF A SPECIAL SHAREHOLDERS' MEETING TO BE HELD ON __________, 2000
TO THE SHAREHOLDERS OF RAMEX SYNFUELS INTERNATIONAL, INC.
A Special Meeting of the Shareholders of Ramex Synfuels International, Inc.
("Ramex") will be held at the Rosewood Restaurant, 9421 West Higgins Road,
Rosemount, Illinois 60018 (Telephone 847-696-9494) on Friday, ___________, 2000,
at 2:00 P.M. Central Time for the following purposes:
1. To vote on a proposal to reverse split the issued and outstanding shares
of common stock on a one for thirty basis (1 for 30).
2. To ratify the "AGREEMENT AND PLAN OF REORGANIZATION" as adopted by the
Board of Directors, to effectuate a reorganization of Ramex, whereby the
shareholders of SportsSports.com would become shareholders of Ramex, and
SportsSports.com would become a wholly-owned subsidiary of Ramex.
3. To vote on the election of Directors as set forth in the attached proxy
statement.
4. To authorize a corporate name change to Sportsend.com, Inc.
5. To conduct any other business as may properly come before the meeting or
any adjournment thereof.
Shareholders of record at the close of business on _________, 2000 are
entitled to vote at the special meeting and any adjournment thereof. Whether or
not you plan to attend the meeting, please sign, date and return the enclosed
proxy to Ramex Synfuels International, Inc., PO Box 10375, Spokane, WA
99209-0375. The prompt return of your proxy will assist us in preparing for the
meeting.
By Order of the Board of Directors
RAMEX SYNFUELS INTERNATIONAL, INC.
Maynard Moe, President
<PAGE> 72
APPENDIX II
PROXY
RAMEX SYNFUELS INTERNATIONAL, INC.
PO Box 10375
Spokane, Washington 99209-0375
SPECIAL MEETING OF SHAREHOLDERS
The Rosewood Restaurant
9421 West Higgins Road
Rosemount, Illinois 60018
August __, 2000
2:00 P.M. Central Standard Time
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Maynard Moe or any member of the board of
directors of Ramex Synfuels International, Inc., as proxies, with full power of
substitution, and hereby authorizes him or them to represent and to vote as
designated below, all of the shares of common stock of Ramex Synfuels
International, Inc. held of record by the undersigned on _________, 2000, or
adjournment thereof.
1. REVERSE SPLIT OF OUTSTANDING SHARES:
_____ In favor of a reverse split of the issued and outstanding shares of the
Company on a one for thirty basis (1 for 30).
_____ Against a reverse split of the issued and outstanding shares of common
stock of Ramex on a one for thirty basis (1 for 30).
_____ Abstain.
2. AGREEMENT AND PLAN OF REORGANIZATION WITH SPORTSSPORTS.COM AND ITS
SHAREHOLDERS:
_____ In favor of the Agreement and Plan of Reorganization with
SportsSports.com and its shareholders, and the issuance of 9,212,043
shares (post reverse split) of common stock of Ramex in exchange for the
acquisition of 100% of the outstanding shares of common stock of
SportsSports.com. As part of the reorganization, Maynard Moe, the
President of the Ramex, will be issued the patent and license rights
currently owned by Ramex for the consideration of $1. Approval of this item
is contingent upon the approval of the reverse split of outstanding shares
(Item 1 above).
_____ Against the Agreement and Plan of Reorganization with SportsSports.com and
its shareholders, and the against the issuance of 9,212,043 shares (post
reverse split) of common stock of Ramex in exchange for the acquisition of
100% of the outstanding shares of common stock of SportsSports.com.
_____ Abstain.
<PAGE> 73
3. ELECTION OF DIRECTORS
_____ In favor of the election of Phillip Wasserman, Jim Pollock, and Eric
Colangelo as Directors of Ramex (except as marked to the contrary).
(Instruction: To withhold authority to vote for any individual nominee
named above, strike a line through the nominee's name:)
_____ Against said individuals being elected as Directors of Ramex.
4. CORPORATE NAME CHANGE
_____ In favor of changing the name of Ramex Synfuels International,
Inc. to Sportsend.com., Inc.
_____ Against changing the name of Ramex Synfuels International, Inc.
to Sportsend.com., Inc.
_____ Abstain.
5. OTHER MATTERS: IN THEIR DISCRETION PROXIES ARE AUTHORIZED TO VOTE UPON
SUCH OTHER BUSINESS MATTERS AS MAY PROPERLY COME BEFORE THE SHAREHOLDERS'
MEETING
_____ For other business.
_____ Against other business.
_____ Abstain.
PROXY
Please sign exactly as name appears on stock certificate. When shares are
held by joint tenants, both should sign. When signing as attorney, or executor,
administrator, corporation, please sign, in full, corporate name or by President
or other authorized officer. If a partnership, please sign in partnership name
by authorized person. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY
USING THE ENCLOSED ENVELOPE.
(Please Print Name(s) Clearly)
Printed Name ______________________________
Printed Name ______________________________
Signature(s) _______________________________
Signature(s) _______________________________
Number of Shares Owned: __________________
Date: _______________________
PLEASE RETURN THIS PROXY TO:
Ramex Synfuels International, Inc.
PO Box 10375
Spokane, Washington 99209-0375
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