<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the Fiscal Year Ended December 31, 1995
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ______________ to _______________.
Commission File No. 0-18565
RESOURCES OF THE PACIFIC CORPORATION
----------------------------------------------
(Name of small business issuer in its charter)
NEVADA 93-0947570
------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
5277 CAMERON STREET, SUITE 130, LAS VEGAS, NEVADA 89118
-------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Include Area Code: (702) 221-1209
Securities Registered Pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which Registered
------------------- -----------------------------------------
None None
Securities Registered Pursuant to Section 12(g) of the Act:
COMMON STOCK, $.005 PAR VALUE
-----------------------------
(Title of Class)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past twelve (12) months
(or for such shorter period that the registrant was required to file such
reports); and (2) has been subject to such filing requirements for the past
ninety (90) days. Yes No X
----- -----
Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [X]
The issuer's revenues for its most recent fiscal year were $0.
As of June 30, 1996, 25,088,599 shares of common stock of the Registrant
were outstanding. As of such date, the aggregate market value of the common
stock held by non-affiliates, based on the average bid and asked price on the
NASD Electronic Bulletin Board, was approximately $508,798.
DOCUMENTS INCORPORATED BY REFERENCE
No annual reports to security holders, proxy or information statements,
or prospectuses filed pursuant to Rule 424(b) or (c) are incorporated by
reference in this report.
Transitional Small Business Disclosure Format: Yes No X
----- -----
<PAGE>
TABLE OF CONTENTS
PAGE
----
PART I
ITEM 1. DESCRIPTION OF BUSINESS....................................... 1
ITEM 2. DESCRIPTION OF PROPERTIES..................................... 2
ITEM 3. LEGAL PROCEEDINGS............................................. 2
ITEM 4. SUBMISSION OF MATTERS TO A VOTE
OF SECURITY HOLDERS........................................... 2
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS................................... 3
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS.......................... 3
ITEM 7. FINANCIAL STATEMENTS.......................................... 4
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE........................ 5
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
AND CONTROL PERSONS; COMPLIANCE WITH
SECTION 16(a) OF THE EXCHANGE ACT............................. 5
ITEM 10. EXECUTIVE COMPENSATION........................................ 6
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT......................................... 6
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS................ 7
ITEM 13. EXHIBITS AND REPORTS OF FORM 8-K.............................. 7
SIGNATURES.................................................................. 8
<PAGE>
PART I
ITEM 1. DESCRIPTION OF BUSINESS
BUSINESS DEVELOPMENT
Resources of the Pacific Corporation (the "Company") was organized under
the laws of the State of Nevada in April of 1987, under the name "10 Minute
Pit Stop USA, Inc." The Company was formed for the purpose of acquiring and
operating automotive oil change service centers. On April 30, 1987, the
Company merged with Value Funding Corporation, a publicly-owned corporation
that owned a chain of oil change and lubrication centers. In 1990, the
Company changed its name to Pit Stop Auto Centers, Inc.
From inception through late 1991, the Company and its various
subsidiaries operated automotive oil change, lubrication and fluid
maintenance service centers in Phoenix, Oklahoma City and various locations
in Texas. On December 31, 1991, the Company sold all of its properties,
inventories and other assets used in the operation of its service centers and
ceased to operate in the automotive service center business. Since the sale
of its assets and discontinuance of its automotive service center business in
December of 1991, the Company's operations have been limited to efforts to
identify and acquire an operating business.
Pursuant to its efforts to acquire an operating business, on September
7, 1995, the Company entered into an Acquisition Agreement (the
"Acquisition") with Resources of the Pacific, Inc. ("ROP") pursuant to which:
(1) The Company acquired all of the issued and outstanding shares of ROP
in exchange for the issuance of 22,219,000 shares of common stock
of the Company;
(2) The Articles of Incorporation of the Company were amended by
effecting a reverse split of the common stock on a ratio of one for
twenty; and
(3) The Company changed its name to "Resources of the Pacific
Corporation."
Following the Acquisition, on October 7, 1995, the Company acquired from
Resources of the Pacific Ltd. ("ROP Ltd"), a subsidiary of ROP, all of its
rights, title and interest in certain joint venture timber concessions (the
"Timber Rights") for the development of timber located in Fiji (the "Timber
Acquisition") in exchange for 1,350,000 shares of the Company's common stock
and ROP divested its entire interest in ROP Ltd.
Following the completion of the Acquisition and the Timber Acquisition,
there were 23,738,599 post-split shares of the Company's $0.005 par value
common stock issued and outstanding, which were owned as follows, to-wit:
22,219,000, or 93.6%, held by the former stockholders of ROP; 1,350,000, or
5.7%, held by the former stockholders of ROP Ltd., and 169,599, or .7% by
investors in the Company prior to the Acquisition and Timber Acquisition.
The Timber Rights acquired pursuant to the Acquisition and the Timber
Acquisition consist of various concessions to log, mill and export mahogany,
teak and other wood in Fiji. The Timber Rights were originally acquired by
ROP Ltd and were controlled by ROP pursuant to its acquisition of ROP Ltd.
No logging, milling or other efforts to exploit the Timber Rights were
undertaken during 1995. The business of the Company during 1995 was limited
to efforts to carry out the Acquisition and the Timber Acquisition and to
secure funding for future timber operations.
As part of the Acquisition, the directors elected the following
designees of the stockholders of ROP to serve on the Company's Board of
Directors: Ray Besharaty, John H. Brebbia and Wayne Walters, and the former
directors and executive officers of the Company resigned. The Board then
appointed the current executive officers designated by the shareholders of
ROP.
1
<PAGE>
On May 3, 1996, the Company acquired from Wood Products International,
Inc. a marketing contract to market wood and wood products produced by the
joint venture timber concession which the Company had acquired from ROP Ltd.
in exchange for 1,350,000 shares of the Company's common stock.
BUSINESS
Prior to the Acquisition of ROP, the Timber Rights, and the subsequent
acquisition of the marketing rights, the Company had not engaged in any
material business operations since 1991. The Company's only activities
following the Acquisition of ROP, the Timber Rights and the subsequent
acquisition of the marketing rights will be the operations of ROP, the
exploitation of the Timber Rights, and the marketing of the wood and wood
products produced from such timber rights.
To date, the Company has contracted for 15 years logging concessions on
80,000 acres of land in FIJI, initiated the planning for the construction of
three saw mills in FIJI, the construction of a wood molding facility and a
veneer plant, both to be located in FIJI.
ITEM 2. DESCRIPTION OF PROPERTY
The Company's only property and assets are Timber Rights from nine joint
ventures covering approximately 80,000 acres of timber land in Fiji and the
exclusive rights to market such products internationally.
ITEM 3. LEGAL PROCEEDINGS
On November 6, 1995 , the Company was named as a defendant in J. AUSTIN
SCHEIBEL AND KEVIN DONEGAN V. RESOURCES OF THE PACIFIC CORPORATION, 95-18547,
in the Superior Court of Arizona in and for the County of Maracopa. The
plaintiffs in such cause of action have asserted that they provided certain
bridge financing to the Company in 1992 for which they were promised certain
amounts of common stock and are seeking $40,000 in cash plus accrued interest
and attorneys fees. The Company has denied their claim alleging that the
funds were not advanced to the Company, but only to an entity controlled by
the plaintiffs which was never acquired by the Company. It is managements
position that the Company will prevail in this litigation. Management
believes that the Company has a valid defense to such cause of action.
Other than the foregoing, the Company is not the subject of any pending
legal proceedings; and to the knowledge of management, no proceedings are
presently contemplated against the Company by any federal, state or local
governmental agency. Further, to the knowledge of management, no director or
executive officer is party to any action which any has an interest adverse to
the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of the Company's stockholders
through the solicitation of proxies or otherwise, during the fourth quarter
of the Company's fiscal year ended December 31, 1995.
2
<PAGE>
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
MARKET INFORMATION
The Company's common stock was previously listed on the Nasdaq Stock
Market. Since February of 1992, the Company common stock has been listed on
the OTC Bulletin Board. However, the market for these securities is
extremely limited and sporadic.
At June 14, 1996, the closing bid price of the Common Stock was $3.00.
HOLDERS
The number of record holders of the Company's common stock as of June
14, 1996 was 344. This number does not include an indeterminate number of
stockholders whose shares are held by brokers in street name.
DIVIDENDS
The Company has not paid any dividends with respect to its common stock,
and does not intend to pay dividends in the foreseeable future.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
PLAN OF OPERATION
Prior to the acquisition of ROP, the Timber Rights, and the marketing
rights, the Company had not engaged in any material operations since 1991.
Following the acquisition, the Company intends to commence timber operations
in Fiji.
RESULTS OF OPERATIONS
The Company received no revenue in either the calendar year ended
December 31, 1995, or the calendar year ended December 31, 1994. The Company
had a net loss of $105,042 in calendar 1995 arising from general and
administrative expenses incurred in connection with the Acquisition and the
Timber Acquisition. The Company reported a net loss of $22,926 during 1994,
after a gain on the forgiveness of debt in the amount of $9,275.
LIQUIDITY AND CAPITAL RESOURCES
At December 31, 1995, the Company had no material current assets and had
current liabilities of approximately $88,000.
Management estimates that the Company will require a minimum of $600,000
to begin the proposed timber operations in Fiji after which time management
believes that timber operations will be self supporting. As of June 14,
1996, the Company had borrowed an aggregate of $100,000 from a shareholder.
This loan is repayable on demand with interest at twelve percent per annum.
Beginning in May, 1996 the Company began offering shares of 12%
Convertible Preferred Shares pursuant to the exemption from registration
provided by Regulation D & Regulation S. As of June 14, 1996, the Company
had subscriptions for $290,000. Management believes that with the funds
already raised and the funds it anticipates raising, it will have sufficient
funding to execute its business operations over the next twelve months.
3
<PAGE>
ITEM 7. FINANCIAL STATEMENTS
PAGE
NUMBER
------
FINANCIAL STATEMENTS FOR THE YEARS ENDED
DECEMBER 31, 1995, AND DECEMBER 31, 1994
Independent Accountants' Report ................................. F-1
Consolidated Balance Sheets - December 31, 1995 and 1994 ........ F-3
Consolidated Statements of Operations for the Years
Ended December 31, 1995 and 1994, and for the Period
from January 1, 1992 through December 31, 1995 .................. F-5
Consolidated Statements of Stockholders' Equity (Deficit)
- January 1, 1992 through December 31, 1995 ..................... F-6
Consolidated Statement of Cash Flows for the Years Ended
December 31, 1995 and 1994, and for the Period from
January 1, 1992 through December 31, 1995 ....................... F-7
Notes to Consolidated Financial Statements ...................... F-10
4
<PAGE>
[LETTERHEAD]
INDEPENDENT AUDITORS REPORT
Board of Directors and Stockholders
Resources of the Pacific Corporation
We have audited the accompanying consolidated balance sheet of Resources of
the Pacific Corporation (formerly Pit Stop Auto Centers, Inc.) (a development
stage company) and its subsidiary as of December 31, 1995, and the related
consolidated statements of operations, stockholders' equity (deficit) and
cash flows for the year ended December 31, 1995 and for the cumulative period
from January 1, 1992 through December 31, 1995. These consolidated financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audit. The financial statements of Resources of the
Pacific Corporation as of December 31, 1994 were audited by other auditors
whose report dated April 5, 1995 expressed an unqualified opinion including
an explanatory paragraph stating a concern about the Company continuing as a
going concern. The financial statements of Resources of the Pacific
Corporation as of December 31, 1993 and 1992 were audited by other auditors
whose report dated October 16, 1994 expressed an unqualified opinion
including an explanatory paragraph stating a concern about the Company
continuing as a going concern.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the consolidated financial
statements are free of material misstatement. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
consolidated 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.
F-1
<PAGE>
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Resources
of the Pacific Corporation and its subsidiary as of December 31, 1995, and
the results of their operations and their cash flows for the year ended
December 31, 1995 and for the cumulative period from January 1, 1992 through
December 31, 1995 in conformity with generally accepted accounting principles.
/s/ H. J. Swart & Company P.A.
---------------------------------------
H. J. Swart & Company P.A.
May 6, 1996
F-2
<PAGE>
Resources of the Pacific Corporation
(Formerly Pit Stop Auto Centers, Inc.)
(A Development Stage Company)
Consolidated Balance Sheet
December 31, 1995 and 1994
ASSETS
1995 1994
--------- ----------
Current assets
Cash $ 151 $ 27
Property and equipment, net -0- 281
Other assets
Joint venture timber concessions 7,098,948 -0-
Goodwill, net 108,626 -0-
---------- ----------
Total other assets 7,207,574 -0-
---------- ----------
$7,207,725 $ 308
---------- ----------
---------- ----------
The accompanying notes are an integral part
of these financial statements
F-3
<PAGE>
Resources of the Pacific Corporation
(Formerly Pit Stop Auto Centers, Inc.)
(A Development Stage Company)
Consolidated Balance Sheet
December 31, 1995 and 1994
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
1995 1994
---- ----
Current liabilities
Accounts payable $ 10,000 $ 10,204
Accrued expenses 2,670 -0-
Advances from related parties 5,100 2,000
Notes payable due related parties 70,000 -0-
----------- ----------
Total current liabilities 87,770 12,204
Stockholders' equity (deficit)
Common stock, $.005 and $.05
par value, 25,000,000 and
10,000,000 shares authorized,
23,737,964 and 2,874,279 issued
and outstanding at December 31,
1995 and 1994 118,690 143,713
Additional paid in capital 10,022,643 2,760,727
Accumulated deficit (2,471,991 (2,471,991)
Deficit accumulated during the
development stage (549,387) (444,345)
----------- ----------
Stockholders' equity (deficit) 7,119,955 (11,896)
----------- ----------
$ 7,207,725 $ 308
----------- ----------
----------- ----------
The accompanying notes are an integral part
of these financial statements
F-4
<PAGE>
Resources of the Pacific Corporation
(Formerly Pit Stop Auto Centers, Inc.)
(A Development Stage Company)
Consolidated Statement of Operations
Years ended December 31, 1995 and 1994 and
the period January 1, 1992 through December 31, 1995
Cumulative from
Jan. 1, 1992
through
1995 1994 Dec. 31, 1995
------ ------ ---------------
Revenues
Sales $ -0- $ -0- $ 6,264
Expenses
General and administrative 99,626 31,738 549,264
Amortization 2,469 -0- 2,469
Depreciation 281 467 3,501
Total expenses 102,376 32,205 555,234
---------- ---------- ----------
Loss from operations (102,376) (32,205) (548,970)
---------- ---------- ----------
Other income (expense)
Interest income 4 4 14,265
Interest expense (2,670) -0- (62,072)
Gain (loss) on sale of asset -0- -0- (3,613)
Other income -0- -0- 41,728
---------- ---------- ----------
Total other income (expense) (2,666) 4 (9,692)
---------- ---------- ----------
Loss from operations before income
taxes and extraordinary items (105,042) (32,201) (558,662)
Current income tax -0- -0- -0-
Deferred income tax -0- -0- -0-
---------- ---------- ----------
Loss from operations before
extraordinary items (105,042) (32,201) (558,662)
Extraordinary items
Gain on discharge of debt
obligations (no tax effect) -0- 9,275 9,275
---------- ---------- ----------
Net loss $ (105,042) $ (22,926) $ (549,387)
---------- ---------- ----------
---------- ---------- ----------
Loss per share
Loss before extraordinary item $ (.02) $ (.27) $ (.31)
Extraordinary items -0- .08 .01
---------- ---------- ----------
Net loss $ (.02) $ (.19) $ (.30)
---------- ---------- ----------
---------- ---------- ----------
The accompanying notes are an integral part
of these financial statements
F-5
<PAGE>
Resources of the Pacific Corporation
(Formerly Pit Stop Auto Centers, Inc.)
(A Development Stage Company)
Consolidated Statement of Stockholders' Equity (Deficit)
January 1, 1992 through December 31, 1995
<TABLE>
<CAPTION>
Common Stock Paid-in Accumulated Treasury
Shares Amount Capital Deficit Stock
------ ------ ------- ------- ------
<S> <C> <C> <C> <C> <C>
Balance at January 1, 1992 1,094,279 $ 54,713 $ 2,810,977 $(2,471,991) $(100,000)
Stock issued to an officer and director for
cash, March, 1992, at $.0625 per share 300,000 15,000 3,750 -0- -0-
Shares of treasury stock issued pursuant
to loan agreement -0- -0- (100,000) -0- 100,000
Stock issued in connection with proposed
acquisition, April, 1992 1,364,000 68,200 (68,200) -0- -0-
Cancellation of stock issued in connection
with unsuccessful proposed acquisition,
October, 1992 (1,364,000) (68,200) 68,200 -0- -0-
Net loss for the year ended Dec. 31, 1992 -0- -0- -0- (251,989) -0-
--------- -------- ----------- ----------- ---------
Balance at December 31, 1992 1,394,279 69,713 2,714,727 (2,723,980) -0-
Stock issued to an officer and director
for services rendered, June 18, 1993,
at $.125 per share 600,000 30,000 45,000 -0- -0-
Net loss for the year ended Dec. 31, 1993 -0- -0- -0- (169,430) -0-
--------- -------- ----------- ----------- ---------
Balance at December 31, 1993 1,994,279 99,713 2,759,727 (2,893,410) -0-
Stock issued to a corporation owned by the
Company's president for payment of amounts
payable, Feb. 7, 1994, at $.0533 per share 300,000 15,000 1,000 -0- -0-
Stock issued to an officer and director for
payment of cash advances in the amount of
$19,000 and for services rendered in
the amount of $10,000, September 1, 1994,
at $.05 per share 580,000 29,000 -0- -0- -0-
Net loss for the year ended Dec. 31, 1994 -0- -0- -0- (22,926) -0-
--------- -------- ----------- ----------- ---------
Balance at December 31, 1994 2,874,279 143,713 2,760,727 (2,916,336) -0-
Stock issued to an officer for payment of
cash advances in the amount of $4,850
March 30, 1995, at $.075 per share 65,000 3,250 1,600 -0- -0-
Stock issued to officer for payment of cash
advances in the amount of $22,000
June 30, 1995, at $.05 per share 440,000 22,000 -0- -0- -0-
One for twenty reverse stock split and
change in par value to $.005 (3,210,315) (168,118) 168,118 -0- -0-
Stock issued to acquire a subsidiary on
September 7, 1995 at $.005 per share 22,219,000 111,095 -0- -0- -0-
Stock issued to acquire joint venture timber
concessions on October 10, 1995, at
$5.258 per share 1,350,000 6,750 7,092,198 -0- -0-
Net loss for year ended Dec. 31, 1995 -0- -0- -0- (105,042) -0-
--------- -------- ----------- ----------- ---------
Balance at December 31, 1995 23,737,964 $118,690 $10,022,643 $(3,021,378) $ -0-
--------- -------- ----------- ----------- ---------
--------- -------- ----------- ----------- ---------
</TABLE>
The accompanying notes are an integral part
of these financial statements
F-6
<PAGE>
Resources of the Pacific Corporation
(Formerly Pit Stop Auto Centers, Inc.)
(A Development Stage Company)
Consolidated Statement of Cash Flows
Years ended December 31, 1995 and 1994 and
the period January 1, 1992 through December 31, 1995
Cumulative from
Jan. 1, 1992
through
1995 1994 Dec. 31, 1995
---- ---- -------------
Cash flows from operating
activities
Net loss $ (105,042) $ (22,926) $ (549,387)
Adjustments to reconcile
net loss to net cash used
by operating activities
Depreciation and amortization 2,750 467 5,970
Recognition of deferred
income -0- -0- (100,000)
Assumption of assets and
liabilities by President
of Company -0- -0- 55,949
Issuance of stock in payment
of accrued liabilities and
cash advances 26,850 10,000 111,850
Decrease in accounts, other
and notes receivable -0- -0- 150,000
Decrease in other assets -0- -0- 237,500
Increase (decrease) in
accounts payable and
related party advances 2,896 11,544 (138,018)
Increase in accrued expenses 2,670 -0- 2,670
----------- ---------- ----------
Net cash used by operating
activities (69,876) (915) (223,466)
Cash flows from investing activities
Proceeds from sale of property
and equipment -0- -0- 1,052
Proceeds from sale of
marketable securities -0- -0- 626
Payments for marketable
securities -0- -0- (391)
----------- ---------- ----------
Net cash provided by
investing activities -0- -0- 1,287
(Continued)
The accompanying notes are an integral part
of these financial statements
F-7
<PAGE>
Resources of the Pacific Corporation
(Formerly Pit Stop Auto Centers, Inc.)
(A Development Stage Company)
Consolidated Statement of Cash Flows
Years ended December 31, 1995 and 1994 and
the period January 1, 1992 through December 31, 1995
(Continued)
Cumulative from
Jan. 1, 1992
through
1995 1994 Dec. 31, 1995
------ ------ ------------------
Cash flows from financing activities
Proceeds from notes payable 70,000 -0- 75,000
Proceeds from common stock
issuance -0- -0- 18,750
Payments on notes payable, long-
term debt, and capital lease
obligations -0- -0- (5,000)
----------- ---------- ----------
Net cash provided by financing
activities 70,000 -0- 88,750
----------- ---------- ----------
Increase (decrease) in cash 124 (915) (133,429)
Cash at beginning of year 27 942 133,580
----------- ---------- ----------
Cash at end of year $ 151 $ 27 $ 151
----------- ---------- ----------
----------- ---------- ----------
Supplemental disclosure of cash
flow information
Cash paid during the year for
Interest $ -0- $ -0- $ 24,013
Income taxes $ -0- $ -0- $ -0-
Supplemental schedule of noncash
investing and financing activities
For the year ended December 31, 1995
The Company issued 65,000 and 440,000 shares of common stock valued
at $.075 and $.05 per share respectively, prior to the reverse stock
split, in payment of $26,850 in cash advances from an officer.
The Company issued 22,219,000 shares of common stock valued at $.005
per share to acquire 100% of the common stock of Resources of the
Pacific, Inc.
(Continued)
The accompanying notes are an integral part
of these financial statements
F-8
<PAGE>
Resources of the Pacific Corporation
(Formerly Pit Stop Auto Centers, Inc.)
(A Development Stage Company)
Consolidated Statement of Cash Flows
Years ended December 31, 1995 and 1994 and
the period January 1, 1992 through December 31, 1995
(Continued)
The Company issued 1,350,000 shares of common stock valued at $5.258
per share to acquire all the rights, title and interest in certain
joint venture timber concessions.
For the year ended December 31, 1994
The Company issued 300,000 shares of common stock valued at $.0533
per share to a corporation owned by the Company's president in payment
of $12,000 in a related party accounts payable, and $4,000 in advances
from a related party.
The Company issued 580,000 shares of common stock valued at $.05 per
share in payment of $19,000 in advances from an officer and director,
and $10,000 for services rendered by an officer and director.
The accompanying notes are an integral part
of these financial statements
F-9
<PAGE>
Resources of the Pacific Corporation
(Formerly Pit Stop Auto Centers, Inc.)
(A Development Stage Company)
Notes to Consolidated Financial Statements
December 31, 1995 and 1994
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION AND CONSOLIDATION
The financial statements presented are those of Resources of the
Pacific Corporation (the Company) and Resources of the Pacific, Inc.
(Resources), its wholly owned subsidiary.
The Company acquired Resources on September 7, 1995 in an exchange
of common stock. Prior to and in conjunction with the acquisition,
the Company had a 1 for 20 reverse stock split. The financial
statements reflect the effects of this transaction.
The Company was organized under the laws of the State of Nevada as
10 Minute Pit Stop USA, Inc. in April, 1987. On April 30, 1987, the
Company merged with Value Funding Corporation, a public corporation,
and the Company was designated as the surviving corporation. Value
Funding Corporation also owned a subsidiary, 6 Minute Pit Stop USA,
Inc. The name of the Company was changed in April 1990 to Pit Stop
Auto Centers, Inc. The Company's subsidiary, 6 Minute Pit Stop USA,
Inc., filed for Chapter 7 bankruptcy in 1988. The Company acquired
a controlling interest in Grease N' Go International, Inc., during
1987. During 1991, the Company disposed of its entire interest in
Grease N' Go International, Inc. The Company is currently
considered a development stage company as defined in SFAS No. 7.
The Company reentered the development stage during 1992 after
disposing of all its operations during 1991 (see Note 9). The
Company currently has no operations, but plans to commence
operations in 1996 (see Note 13).
PROPERTY AND EQUIPMENT
Property and equipment are recorded at cost which is depreciated
over the estimated useful lives of the related assets. Depreciation
is computed using the straight-line method for financial reporting
purposes, with accelerated methods used for income tax purposes.
The estimated useful lives of property and equipment for purposes of
financial reporting is 3 to 5 years.
INTANGIBLE ASSETS
Goodwill consists of the excess paid by the Company over the fair
market value of the net assets acquired from Resources and is being
amortized over a 15 year period.
F-10
<PAGE>
Resources of the Pacific Corporation
(Formerly Pit Stop Auto Centers, Inc.)
(A Development Stage Company)
Notes to Consolidated Financial Statements
December 31, 1995 and 1994
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
LOSS PER SHARE
The computation of loss per share of common stock is based on the
weighted average number of shares outstanding during the period
presented giving retroactive effect to the 1 for 20 reverse stock
split. Common stock equivalents were not included in the earnings
per share computation as their effect was antidilutive.
STATEMENT OF CASH FLOWS
For purposes of the statement of cash flows, the Company considers
all highly liquid debt investments purchased with a maturity of
three months or less to be cash equivalents.
INCOME TAXES
The Company accounts for its income taxes in accordance with
Statement of Financial Accounting Standards No. 109 "Accounting for
Income Taxes" which requires the liability approach for the effect
of income taxes.
2. ACQUISITION
On September 7, 1995, the Company acquired all of the outstanding
common stock of Resources of the Pacific, Inc. in exchange for
22,219,000 shares of the Company's common stock. The acquisition
has been accounted for using the purchase method and accordingly,
the accompanying consolidated financial statements reflect this
transaction at the date of acquisition.
3. PROPERTY AND EQUIPMENT
At December 31, 1995 and 1994 property and equipment consisted
entirely of office equipment at a cost of $2,000. Accumulated
depreciation at December 31, 1995 and 1994 was $2,000 and $1,719.
Depreciation expense for the years ended December 31, 1995 and 1994
was recorded in the amount of $281 and $467 respectively.
4. INCOME TAXES
Effective January 1, 1993, the Company adopted Statement of
Financial Accounting Standards No. 109 "Accounting for Income Taxes"
which requires the liability approach for the effect of income taxes.
F-11
<PAGE>
Resources of the Pacific Corporation
(Formerly Pit Stop Auto Centers, Inc.)
(A Development Stage Company)
Notes to Consolidated Financial Statements
December 31, 1995 and 1994
4. INCOME TAXES (CONTINUED)
The Company has available at December 31, 1995 unused net operating
loss carryforwards of approximately $2,800,000 which may be applied
against future taxable income and which expire in various years
beginning in 2005 through 2010. If certain substantial changes in
the Company's ownership should occur, there could be an annual
limitation on the amount of net operating loss carryforward which
can be utilized. The amount of and ultimate realization of the
benefits from the net operating loss carryforwards for income tax
purposes is dependent, in part, upon the tax laws in effect, the
future earnings of the Company, and other future events, the effects
of which cannot be determined. Because of the uncertainty
surrounding the realization of the loss carryforwards the Company
has established a valuation allowance equal to the tax benefit of
the loss carryforwards. The change in the valuation allowance is
equal to the tax benefit of the current period's net loss.
5. RELATED PARTY TRANSACTIONS
At December 31, 1995 and 1994 the Company had $5,100 and $2,000 in
advances from related parties.
The Company made various issuances of common stock to related
parties during 1995 and 1994 (see Note 8).
The Company entered into a financing agreement with International
Bell, Inc. (Bell), a stockholder, on September 7, 1995. As of
December 31, 1995, the amount borrowed totaled $70,000. In March 1996,
the Company borrowed an additional $27,000.
On January 14, 1992, $200,000 was loaned to the Company from an
investment group comprised of an independent investment firm, the
wife of the president of the Company, and the Company's legal
counsel. The loan was repaid on May 21, 1992 with $145,188, $67,471
and $10,354 being paid to the investment firm, the wife of the
president of the Company and the Company's legal counsel, respectively.
As part of the loan agreement, the Company issued its treasury stock to
the investment group with 16,250 shares being issued to the investment
firm, 7,500 shares issued to the wife of the president of the Company, and
1,250 shares issued to the Company's legal counsel.
F-12
<PAGE>
Resources of the Pacific Corporation
(Formerly Pit Stop Auto Centers, Inc.)
(A Development Stage Company)
Notes to Consolidated Financial Statements
December 31, 1995 and 1994
5. RELATED PARTY TRANSACTIONS (CONTINUED)
In February of 1990 the Company entered into an employment agreement
with its President covering a five year period. On June 18, 1993,
in a transaction approved by the Board of Directors, the Company and
its President canceled the employment agreement and transferred
title of the real property and certificate of deposit owned by the
Company to the president of the Company. In addition to the real
property and certificate of deposit, the president assumed the
existing mortgage on the real property and all other liabilities
attached to the real property. As of the date of these financial
statements, the Company has no continuing liability with respect to
the transferred assets and related liabilities or with respect to
the employment agreement.
6. 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.
However, the Company has incurred significant losses of $105,042 and
$22,926 for the years ended December 31, 1995 and 1994 and has not
yet established profitable operations. This raises substantial
doubt about the ability of the Company to continue as a going concern.
However, management has been able to raise significant monies through
the sale of stock (see Note 15), has obtained a financing agreement
giving the Company the ability to borrow $250,000, and has created a
business plan to begin operations again during 1996, based on the timber
concessions acquired in 1995 (see Note 13), which alleviate the substantial
doubt about the Company's ability to continue as a going concern.
7. NOTES PAYABLE
1995 1994
---- ----
Note payable to International Bell,
Inc., a stockholder, bearing interest
at twelve percent, payable on demand $70,000 $ -0-
------- ------
------- ------
F-13
<PAGE>
Resources of the Pacific Corporation
(Formerly Pit Stop Auto Centers, Inc.)
(A Development Stage Company)
Notes to Consolidated Financial Statements
December 31, 1995 and 1994
8. CAPITAL STOCK
PUBLIC OFFERING
On July 31, 1990, the Company successfully completed a public
offering of 400,000 units for $10 per unit. Each unit consisted of
two shares of common stock and one common stock purchase warrant,
which when exercised, will entitle the holder to purchase one share
of the Company's common stock for $7.50 per share. Commencing March 31,
1991, the exercise price of the warrants was reduced to $3.50 per share.
The warrants may be exercised at any time from July 31, 1991 through
July 31, 1995. No stock warrants were exercised.
RELATED PARTY STOCK TRANSACTIONS
On March 30, 1995, the Company issued 65,000 shares of its common
stock valued at $.075 per share to the Company's President for
payment of advances in the amount of $4,850. On June 30, 1995, the
Company issued 440,000 shares of its common stock valued at $.05 per
share, to the Company's President for payment of advances in the
amount of $22,000. These transactions occurred prior to the 1 for 20
reverse stock split.
On February 7, 1994, the Company issued to a corporation owned by
the Company's President 300,000 shares of common stock valued at
$.0533 per share, for payment of advances in the amount of $4,000,
and for consulting services rendered valued at $12,000. On
September 1, 1994, the Company issued 580,000 shares of common stock
valued at $.05 per share to an officer and director for payment of
advances in the amount of $19,000 and for consulting services
rendered valued at $10,000.
On June 18, 1993, the Company issued to an officer and director 600,000
shares of common stock valued at $.125 per share for services rendered
valued at $75,000.
In March, 1992, the Company issued to an officer and director 300,000
shares of common stock valued at $.0625 per share for $18,750 cash.
9. DEVELOPMENT STAGE ACTIVITY
The Company was previously involved in the operation of car service
centers. In December of 1991 all remaining property, inventories
and other assets used in the operations of the service centers were
sold. During 1992, the Company reentered the development stage
because it no longer had any planned principal operations.
F-14
<PAGE>
Resources of the Pacific Corporation
(Formerly Pit Stop Auto Centers, Inc.)
(A Development Stage Company)
Notes to Consolidated Financial Statements
December 31, 1995 and 1994
10. COMMITMENTS AND CONTINGENCIES
During 1992, the Company's former advertising firm, Yaranoff
Advertising, filed a lawsuit against the Company for non-payment for
their services. The total amount requested in the suit approximates
$12,000. The Company countersued on the grounds that due to placement
of advertisements by Yaranoff, which were not in compliance with
specifications of the Company's major supplier, the Company was unable
to collect approximately $27,000 in reimbursements from the supplier.
Both lawsuits were dismissed in February, 1994 due to inactivity.
During September, 1992, Kay & Kay Associates, an environmental
consulting firm retained by the Company for the clean-up of a center
in Oklahoma City, filed suit against the Company for nonpayment for
their services. The total amount of their suit approximates $18,000.
In May 1995, this suit was settled and payment of approximately $18,000
was made. This expense has been included in the financial statements as
an operating expense.
A claim against the Company was settled on March 8, 1993. The dispute
involved a claim by B & K Fleet Supply, Inc. for unpaid materials and
supplies delivered to the Company. The Company did not oppose their
claim and an arbitration award of approximately $10,000 with costs and
attorney fees included was granted. The $10,000 judgment has been
accrued and is included in accounts payable. As of December 31, 1995,
the amount owed had not been paid.
The Company is not currently aware of any material pending or threatened
litigation which is likely to have a material adverse effect upon the
Company. However, the possibility exists that creditors and others
seeking relief from the Company's former subsidiary and former operations
may also include the Company in claims and suits pursuant to the
parent/subsidiary relationship which previously existed. Management
believes it would be successful in defending against such claims and that
no material negative impact on the financial condition of the Company would
occur. Management is also not aware of any pending or threatened claims
against the Company for environmental clean-up or environmental related
contingencies and believes there are no material liabilities that are
required to be accrued or disclosed in connection with the clean-up of
environmental hazards related to the Company's prior operations.
F-15
<PAGE>
Resources of the Pacific Corporation
(Formerly Pit Stop Auto Centers, Inc.)
(A Development Stage Company)
Notes to Consolidated Financial Statements
December 31, 1995 and 1994
11. EXTRAORDINARY ITEM
During 1994, a lawsuit in which the Company was the plaintiff was
settled, and the payment received in settlement was made directly to
the attorney for the Company. Fees for services owed to the attorney
in excess of the settlement amount were forgiven, and the amount
forgiven ($9,275) was recorded as extraordinary income.
12. STOCK OPTION PLAN
The Company has a stock option plan. Under the plan, non-qualified
stock options may be granted to key employees, directors and executive
officers designated by the Board of Directors (or a committee appointed
by the Board), at exercise prices equal to at least 100% of the fair
market value of the common stock on the date of grant. In addition to
selecting the optionees, the Board (or such committee) determines the
number of shares subject to each option and otherwise administers the Plan.
There is a total of 105,000 shares reserved for this stock option plan.
At December 31, 1995, 55,000 shares remained available to be granted.
Pursuant to the stock option plan, an Incentive Stock Option was granted
on January 30, 1991 to the President of the Company, to purchase 50,000
shares of common stock. The exercise period is from January 30, 1992 to
January 30, 1996, and the exercise price is $1.69 per share. At
December 31, 1995 no options had been exercised.
Not pursuant to the plan, the Company granted a stock option on January 30,
1991 to the President of the Company to purchase 50,000 shares of common
stock. The exercise period is from January 30, 1992 to January 30, 1996,
and the exercise price is $1.69 per share. At December 31, 1995, no
options had been exercised.
13. JOINT VENTURE TIMBER CONCESSIONS
On October 7, 1995, the Company acquired from Resources of the Pacific LTD.
all of its rights, title and interest in certain joint venture timber
concessions for the development of timber located in Fiji. The Company
issued 1,350,000 shares of its common stock valued at $5.258 per share.
The Company shall be entitled to sixty (60) percent of any profits from the
operations of these joint ventures.
F-16
<PAGE>
Resources of the Pacific Corporation
(Formerly Pit Stop Auto Centers, Inc.)
(A Development Stage Company)
Notes to Consolidated Financial Statements
December 31, 1995 and 1994
13. JOINT VENTURE TIMBER CONCESSIONS (CONTINUED)
The Company anticipates that these joint ventures will commence operations
during 1996, ultimately providing a source of earnings and cash flow to
the Company.
14. ACQUISITION/RESCISSION
In April, 1992, the Company entered into an acquisition agreement wherein
the Company issued 1,364,000 shares of common stock to acquire all of the
issued and outstanding shares of Mountain View Benefits, Inc., making it a
wholly owned subsidiary of the Company. In October, 1992, both companies
agreed to terminate and abandon the acquisition agreement because the terms
of the acquisition had not been completed.
15. SUBSEQUENT EVENTS
In May, 1996, the Company filed amended and restated Articles of
Incorporation with the State of Nevada increasing the authorized common
shares from 25,000,000 to 100,000,000, changing the common stock par
value from $.005 to $.001 per share and authorizing 100,000 shares of
preferred stock with a par value of $.001 per share.
In May, 1996, the Company also filed a Certificate of Designation for
15,000 shares of Series A, 12% preferred stock. The Company sold 200
shares at $1,000 per share and received subscriptions for an additional
600 shares at the same price.
In May, 1996, the Company acquired from Wood Products International, Inc.
all of its rights, title, and interest in a Marketing Contract associated
with the joint venture timber concessions acquired in 1995. The Company
issued 1,350,000 shares of its common stock valued at $.001 per share in
connection with this acquisition.
F-17
<PAGE>
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Peterson, Siler & Stevenson, Certified Public Accountants, of Salt Lake
City, Utah, audited the financial statements of the Company for the calendar
years ended December 31, 1994. Following the Acquisition, in April, 1996,
Peterson, Siler & Stevenson was dismissed and H.J. Swart & Co., P.A.,
Certified Public Accountants, were retained as the Company's principal
auditors. There were no disagreements between the Company and Peterson,
Siler & Stevenson with regard to accounting and financial disclosure.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
IDENTIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth the names, nature of all positions and
offices held by all directors and executive officers of the Company at
December 31, 1995 and as of the date of this report, and the period or
periods during which each such director or executive officer has served in
his or her respective positions.
Name Position(s) Held
---- ----------------
Robert A. Dietrich ........... President, Chief Executive Officer and Director
Ray Besharaty ................ Vice President and Director
John H. Brebbia .............. Secretary and Director
Wayne M. Walters ............. Director
TERM OF OFFICE
Each of the present officers was appointed, and the prior officers
resigned, upon consummation of the Acquisition between the Company and ROP on
September 7, 1995. The terms of office of the current officers and directors
shall continue until the next annual meeting of stockholders.
BUSINESS EXPERIENCE
ROBERT A. DIETRICH, age 50 has served as the President and Chief
Executive Officer and Director of the Company since June, 1996. From
February of 1995 to May of 1996 he was the Vice President of Finance and
Operations of SBC Ltd. of Torrance, California; from February of 1994 to
January of 1995 he was self employed as a financial consultant and investment
banker; and from January 1990 to February, 1994 he was the Managing Director
and CFO of Ventana International Ltd. of Irvinc, California.
RAY BESHARATY, age 66 has been associated with the Company since its
inception, and for the previous five years has been involved in negotiating
the transactions in Fiji. He was the President and Chief Executive Officer
of the Company until June of 1996 and has been a member of the Board of
Directors since September 7, 1995.
JOHN H. BREBBIA, age 65 has served as Secretary and a Director of the
Company since September 7, 1995. Mr. Brebbia is an attorney and has been in
the private practice of law in Las Vegas, Nevada since June, 1993. From
January, 1992 to June, 1993 he was Of Counsel to Foley and Joneo, Las Vegas,
Nevada and from 1988-1992 he was Of Counsel to Edwards & Kolesar, Los Vegas,
Nevada.
WAYNE M. WALTERS, age 47, has served as a Director since September 7,
1995. For the past ten years Mr. Walters has been employed by TRW.
5
<PAGE>
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Under the securities laws of the United States, the Company's directors,
its executive officers, and any persons holding more than ten percent of the
Company's Common Stock are required to report their initial ownership of the
Company's Common Stock and any subsequent changes in that ownership to the
Securities and Exchange Commission. Specific due dates for these reports
have been established and the Company is required to disclose in its report
any failure to file by these dates during 1995. All of the filing
requirements were satisfied on a timely basis in 1995. In making these
disclosures, the Company has relied solely on written statements of its
directors, executive officers and shareholders and copies of the reports that
they filed with the Commission.
ITEM 10. EXECUTIVE COMPENSATION
No compensation of any nature was paid to any of the officers or
directors of the Company during 1994 or 1995.
The Company has no employment agreements with any of its officers or
directors. Additionally, there are no compensatory plans or arrangements,
including payments to be received from the Company, with respect to any
officer or director which would in any way result in payments to any such
person because of his or her resignation, retirement or other termination of
such person's employment with the Company or its subsidiaries, or any change
in control of the Company, or a change in the person's responsibilities
following a change in control of the Company.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table is furnished as of June 14, 1996, to indicate
beneficial ownership of shares of the Company's Common Stock by (1) each
shareholder of the Company who is known by the Company to be a beneficial
owner of more than 5% of the Company's Common Stock, (2) each director,
nominee for director and Named Officer of the Company, individually, and (3)
all officers and directors of the Company as a group. The information in the
following table was provided by such persons.
<TABLE>
<CAPTION>
Name and Address Amount and Nature of
of Beneficial Owner Beneficial Ownership (1) Percent of Class
------------------- ------------------------ ----------------
<S> <C> <C>
Carol S. Lewis (2)........................ 9,170,000 36.55%
International Bell, Inc. (3).............. 12,569,000 50.01%
Robert A. Dietrich........................ * *
Ray Besharaty............................. 790,048 3.15%
John H. Brebbia........................... * *
Wayne M. Walters.......................... * *
All executive officers and directors...... * *
as a group (3 persons)................... 790,048 3.15%
</TABLE>
______________________
* Less than 1%.
(1) The persons named in the table have sole voting and investment power with
respect to all shares of Common Stock shown as beneficially owned by them,
subject to community property laws, where applicable, and the information
contained in the footnotes to the table.
(2) Address is 239 South McCarty Drive, Beverly Hills, CA 90212.
(3) Address is P.O. Box 171, Mill Neck, NY 11765
CHANGES IN CONTROL
To the knowledge of management, there are no present arrangements or
pledges of securities of the Company which may result in a change in control
of the Company.
6
<PAGE>
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
International Bell, Inc. the principal shareholder has loaned money to
the Company. The loan is repayable on demand with interest at 12% per annum.
As of June 14, 1996, the Company had borrowed $100,000.
During the two calendar years ended December 31, 1995, there were no
material transactions or any currently proposed transactions, or series of
similar transactions, to which the Company was or is to be a party, in which
the amount involved exceeds $60,000 and in which any director or executive
officer, or any security holder who is known to the Company to own of record
or beneficially more than 5% of any class of the Company's common stock, or
any member of the immediate family of any of the foregoing persons, had an
interest.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description of Exhibit Page
------- ---------------------- ------------
<S> <C> <C>
2.1 Acquisition Agreement dated July 11, 1995 between Pit Stop Auto
Centers, Inc. and the shareholders of Resources of the Pacific,
Inc. - incorporated by reference to the exhibits filed with the
Company's Current Report on Form 8-K dated July 28, 1995 *
2.2 Acquisition Agreement dated September 7, 1996 between Resources
of the Pacific Corporation and the shareholders of Resources of
the Pacific, Inc.
3.1 Articles of Incorporation of Resources of the Pacific Corporation,
as amended - incorporated by reference to the exhibits filed with
the Company's Current Report on Form 8-K dated July 28, 1995 *
3.2 Bylaws of Resources of the Pacific Corporation, as amended -
incorporated by reference to the exhibits filed with the
Company's Form 8-A *
10.1 Exclusive Marketing Agreement dated June 14, 1995 between Resources
of the Pacific Ltd. and Wood Products International Ltd.
10.2 Termination Agreement dated March 3, 1996 between Resources of
the Pacific Ltd., Resources of the Pacific, Inc. and Resources
of the Pacific Corporation
10.3 Termination Agreement dated April 3, 1996 between Wood Products
International, Inc., Resources of the Pacific, Inc. and Resources
of the Pacific Corporation
10.4 Acquisition Agreement dated April 1, 1996 between Resources of the
Pacific Ltd. and Resources of the Pacific Corporation
10.5 Agreement dated September 7, 1995 between Resources of the Pacific
Corporation and International Bell, Inc.
10.6 Amendment to Agreement dated September 7, 1995 between Resources of
the Pacific Corporation and International Bell, Inc.
10.7 Agreement dated March 12, 1996 between Resources of the Pacific
Corporation and International Bell, Inc.
10.8 Acquisition Agreement dated May 3, 1996 between Resources of the
Pacific Corporation and Wood Products International, Inc.
10.9 Amendment to Acquisition Agreement between Resources of the Pacific
Corporation and the Shareholders of Resources of the Pacific, Inc.
</TABLE>
___________________
*Incorporated by reference pursuant to Exchange Act Rule 12b-23.
(b) REPORTS ON FORM 8-K
No reports on Form 8-K were filed by the Company during the quarter
ended December 31, 1995.
7
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 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.
RESOURCES OF THE PACIFIC, INC.
Date: July 12, 1996 By /s/ Robert A. Dietrich
-------------------------------------
Robert A. Dietrich
President and Chairman of the Board
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this Report has been signed below by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated:
/s/ Robert A. Dietrich
- --------------------------- President, Chief Executive Officer July 12, 1996
Robert A. Dietrich and Director (Principal Executive
Officer)
/s/ Ray Besharaty
- --------------------------- Vice President and Director July 15, 1996
Ray Besharaty (Principal Financial Officer)
/s/ John H. Brebbia
- ---------------------------- Secretary and Director July 12, 1996
John H. Brebbia
/s/ Wayne M. Walters
- --------------------------- Director July 15, 1996
Wayne M. Walters
8
<PAGE>
EXHIBIT 10.1
EXCLUSIVE MARKETING AGREEMENT DATED JUNE 14, 1995
BETWEEN RESOURCES OF THE PACIFIC LTD.
AND
WOOD PRODUCTS INTERNATIONAL LTD.
<PAGE>
EXCLUSIVE MARKETING AGREEMENT
AGREEMENT entered into this 14th day of June, 1995 between Resources of
the Pacific Ltd., a Fijian corporation, 9530 Firestone Boulevard, Suite 205,
Downey, California 90241-5560 ("ROP") and Wood Products International Ltd., a
Nevada corporation, 2000 Catalina Marie Avenue, Henderson, Nevada 89014
("WPI") sometimes hereinafter referred to collectively as the parties.
RECITALS
WHEREAS, ROP desires that WPI establish a marketing office in the United
States for the purpose of marketing worldwide, on an exclusive basis, timber
products produced by ROP; and
WHEREAS, WPI desires to market timber products produced by ROP on an
exclusive basis, worldwide, on the terms and conditions hereinafter set forth.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises and covenants
hereinafter set forth, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledge, the parties hereby
agree as follows.
1. WPI shall, at such time as ROP commences the commercial production
of timber products, establish an office in California for the purpose of
marketing ROP's timber products on a worldwide basis.
2. As compensation for providing such marketing services to ROP, WPI
shall be paid a commission equal to eight percent (8%) of gross sales.
3. The term of this Agreement shall be ten (10) years from the date of
execution hereof; provided, however, that this Agreement shall be renewable for
an additional ten (10) years on terms to be mutually agreed upon by the
parties and negotiated in good faith.
4. This Agreement may be amended only by an instrument in writing
executed by the parties.
5. This Agreement shall be binding upon and inure only to the benefit
of, and be enforceable against, the parties and their respective successors
and assigns.
<PAGE>
EXCLUSIVE MARKETING AGREEMENT
JUNE 14, 1995
PAGE 2 OF 2
- -----------------------------
6. This Agreement shall be governed by and construed in accordance
with the laws of California.
7. Any dispute arising under the terms of this Agreement that cannot
be settled amicably by negotiation shall be commended in the California
courts located in Los Angeles County, California.
8. This Agreement constitutes the entire agreement and understanding
among the parties with respect to the subject matter hereof, and at persedes
and cancels any prior negotiations, agreements, understandings or
arrangements among the parties with respect to the subject matter hereof.
9. For purposes of this Agreement, facsimile signatures shall be
considered original signatures.
IN WITNESS WHEREOF, the parties have executed this Exclusive Marketing
Agreement on the day and year first above written.
RESOURCES OF THE PACIFIC LTD. WOOD PRODUCTS INTERNATIONAL LTD.
By: /s/ Rahim Besharaty By: /s/ Michael Fryer
-------------------------------- ---------------------------------
Rahim Besharaty Michael Fryer
<PAGE>
EXHIBIT 10.2
Termination Agreement dated March 3, 1996 between
Resources of the Pacific Ltd.,
Resources of the Pacific, Inc.
and
Resources of the Pacific Corporation
<PAGE>
TERMINATION AGREEMENT
Termination Agreement, dated this 3rd day of March, 1996 and effective
April 22, 1995, between RESOURCES OF THE PACIFIC LTD., a Fijian corporation
(hereinafter "Seller"), RESOURCES OF THE PACIFIC, INC. (formerly known as Video
Ban Corporation (hereinafter referred to as "Video Ban") and RESOURCES OF THE
PACIFIC CORPORATION, Nevada corporation (hereinafter "ROP") and the sole
shareholder of Video Ban.
RECITALS
WHEREAS, Seller entered into a Share Purchase Agreement dated April 22,
1995 (the "Share Purchase Agreement") with Video Ban pursuant to which the
Seller agreed to convey all of its outstanding shares of capital stock to Video
Ban and Video Ban agreed to acquire such shares;
WHEREAS, the purchase and sale of shares provided for in the Share Purchase
Agreement was conditioned upon the performance of various conditions precedent
by both the Seller and Video Ban;
WHEREAS, subsequent to the date of the Share Purchase Agreement, Video Ban
was acquired by ROP in partial reliance upon the purchase and sale referred to
in the Share Purchase Agreement; and
WHEREAS, it has been determined that both the Seller and Video Ban have
failed to comply with various of the conditions precedent set forth in the Share
Purchase Agreement and that termination of the Share Purchase Agreement
effective as of the date of the original execution of the Share Purchase
Agreement is in the best interests of each of such parties.
NOW, THEREFORE, in consideration of the foregoing, and for other good and
valuable consideration, the parties hereby agree as follows:
SECTION 1. TERMINATION OF SHARE PURCHASE AGREEMENT. The Share
Termination Agreement is hereby terminated in its entirety and, except as
otherwise provided herein, the parties to the Share Purchase Agreement shall
have no further rights or obligations thereunder effective as of April 22, 1995.
SECTION 2. CONTINUING RIGHTS AND OBLIGATIONS. The Seller shall return to
ROP or Video Ban all shares of stock of Video Ban or ROP received by Seller
pursuant to the Share Purchase Agreement and Video Ban or ROP shall return to
the Seller all shares of stock of the Seller received by Video Ban pursuant to
the Share Purchase Agreement. Additionally, the notice and general provisions
of the Sections 15 and 16 of the Share Purchase Agreement shall continue to
apply to this Termination Agreement.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Termination
Agreement and terminated the Share Purchase Agreement as of the day and year
hereinabove first written.
RESOURCES OF THE PACIFIC, LTD.
By: /s/ Rahim Besharaty
---------------------------------------
Title: President
------------------------------------
RESOURCES OF THE PACIFIC CORPORATION
By: /s/ John Henry Brebbia
---------------------------------------
Title: Secretary
------------------------------------
RESOURCES OF THE PACIFIC, INC.
(formerly, Video Ban Corporation)
By: /s/ John Henry Brebbia
---------------------------------------
Title: Secretary
------------------------------------
<PAGE>
EXHIBIT 10.3
Termination Agreement dated April 3, 1996 between
Wood Products International, Inc.,
Resources of the Pacific, Inc.
and
Resources of the Pacific Corporation
<PAGE>
TERMINATION AGREEMENT
Termination Agreement, dated this 3rd day of April, 1996 and effective
April 22, 1995, between WOOD PRODUCTS INTERNATIONAL, INC., a Nevada
corporation (hereinafter "Seller"), RESOURCES OF THE PACIFIC, INC. (formerly
known as Video Ban Corporation (hereinafter referred to as "Video Ban") and
RESOURCES OF THE PACIFIC CORPORATION, Nevada corporation (hereinafter "ROP")
and the sole shareholder of Video Ban.
RECITALS
WHEREAS, Seller entered into a Letter Agreement dated April 22, 1995
(the "Share Purchase Agreement") with Video Ban pursuant to which the Seller
agreed to convey all of its outstanding shares of capital stock to Video Ban
and Video Ban agreed to acquire such shares;
WHEREAS, subsequent to the date of the Share Purchase Agreement, Video
Ban was acquired by ROP in partial reliance upon the purchase and sale
referred in the Share Purchase Agreement; and
WHEREAS, it has been determined that both the Seller and Video Ban wish
to void the Letter Agreement effective as of the date of the original
execution of the Letter Agreement.
NOW THEREFORE, in consideration of the foregoing, and for other good and
valuable consideration, the parties hereby agree as follows:
SECTION 1. TERMINATION OF LETTER AGREEMENT. The Letter Agreement is
hereby terminated in its entirety and, the parties to the Letter Agreement
shall have no further rights or obligations thereunder effective as of April
22, 1995.
SECTION 2. CONTINUING RIGHTS AND OBLIGATIONS. The Seller shall return
to ROP or Video Ban all shares of stock of Video Ban or ROP received by
Seller pursuant to the Letter Agreement and Video Ban or ROP shall return to
Seller all shares of stock of the Seller received by Video Ban pursuant to
the Letter Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Termination
Agreement and terminated the Letter Agreement as of the day and year
hereinabove first written.
WOOD PRODUCTS INTERNATIONAL, INC.
By: /s/ Michael Fryer
----------------------------------
Title: President
--------------------------------
<PAGE>
RESOURCES OF THE PACIFIC CORPORATION
By: /s/ John Henry Brebbia
----------------------------------
Title: Secretary
--------------------------------
RESOURCES OF THE PACIFIC, INC.
(formerly, Video Ban Corporation)
By: /s/ John Henry Brebbia
----------------------------------
Title: Secretary
--------------------------------
<PAGE>
EXHIBIT 10.4
ACQUISITION AGREEMENT DATED APRIL 1, 1996 BETWEEN
RESOURCES OF THE PACIFIC LTD.
AND
RESOURCES OF THE PACIFIC CORPORATION
<PAGE>
ACQUISITION AGREEMENT
BY AND BETWEEN
RESOURCES OF THE PACIFIC LTD.
AND
RESOURCES OF THE PACIFIC CORPORATION
DATED: APRIL 1, 1996
<PAGE>
- -----------------------------------------------------------------------------
TABLE OF CONTENTS
- -----------------------------------------------------------------------------
ARTICLES PAGE
- -------- ----
ARTICLE I PROPERTY TRANSFERRED
SECTIONS
1.01 Concessions 1
ARTICLE II CONSIDERATIONS
SECTIONS
2.01 Consideration 2
ARTICLE III REPRESENTATIONS, COVENANTS AND WARRANTIES OF LTD
SECTIONS
3.01 Organization 2
3.02 Title 2
3.03 No Conflict with Other Instruments 2
3.04 Governmental Authorizations 2
3.05 Compliance with Laws and Regulations 3
3.06 Approval of Agreement 3
3.07 No Contract 3
ARTICLE IV REPRESENTATIONS, COVENANTS AND WARRANTIES OF CORPORATION
SECTIONS
4.01 Organization 3
4.02 No Conflict with Other Instruments 3
4.03 Approval of Agreement 3
ARTICLE V CONDITIONS PRECEDENT TO THE OBLIGATIONS OF CORPORATION
SECTIONS
5.01 Accuracy of Representations 4
5.02 Officer Certificate 4
5.03 Certificate of Good Standing 4
ARTICLE VI CONDITIONS PRECEDENT TO THE OBLIGATIONS OF LTD
SECTIONS
6.01 Accuracy of Representations 4
6.02 Officer Certificate 4
6.03 Certificate of Good Standing 5
<PAGE>
ARTICLE VII TERMINATION
SECTIONS
7.01 Litigation 5
7.02 Condition to Closing 5
ARTICLE VIII ACTIONS PRIOR TO CLOSING
SECTIONS
8.01 Maintenance of Business 5
8.02 Repairs 5
8.03 Insurance 5
8.04 Contract Performance 5
8.05 Compliance with Laws, Rules and Regulations 5
ARTICLE IX CLOSING
SECTIONS
9.01 Closing Date 6
9.02 Actions at Closing by Ltd 6
9.03 Actions at Closing by Corporation 6
ARTICLE X MISCELLANEOUS
SECTIONS
10.01 Brokers 6
10.02 Governing Law 7
10.03 Notices 7
10.04 Attorney's Fees 7
10.05 Confidentiality 7
10.06 Schedules; Knowledge 8
10.07 Third Party Beneficiaries 8
10.08 Entire Agreement 8
10.09 Survival; Termination 8
10.10 Counterparts 8
10.11 Amendment to Waiver 8
10.12 Headings 8
Signatures 9
EXHIBITS A Timber Concession
B Exceptions Per 3.04 & 3.05
<PAGE>
ACQUISITION AGREEMENT
ACQUISITION AGREEMENT, (herein referred to as "Agreement") is entered into
as of this day of April, 1996 but effective as of October 7, 1995 by and
among Resources of the Pacific Corporation (hereinafter "Corporation"), a Nevada
corporation, and Resources of the Pacific Ltd., a Fijian corporation,
(hereinafter "Ltd") collectively (the "Parties") upon the following terms and
conditions:
RECITALS
WHEREAS, Ltd is the joint venture partner for the development of timber
concessions located in Fiji (the "Concession");
WHEREAS, Ltd is desirous of selling the Concession and Corporation is
desirous of purchasing the Concession;
WHEREAS, the Parties wish to set forth the terms and conditions by which
such sale will be consummated;
NOW, THEREFORE, in consideration of the mutual promises herein made, and
for the consideration herein set out, the adequacy and sufficiency of which is
hereby acknowledged, the Parties hereto covenant and agree as follows:
ARTICLE I
PROPERTY TRANSFERRED
1.01 CONCESSIONS. Ltd hereby transfers to Corporation all of its rights,
title and interest in the following joint ventures.
1. Navuco Development Company of Tamavua, Suva.
2. Nakorodusdua Development Company of Tamavua, Suva.
3. Waimaro Naulucavu Development Company of Tamavua, Suva.
4. Vusovuso Development Company of Tamavua, Suva.
5. Nasautoka Development Company of Tamavua, Suva.
6. Navieilevu Development Company of Tamavua, Suva.
7. Nasalia Development Company of Tamavua, Suva.
8. Nakaidrau Development Company of Tamavua, Suva.
9. Vanuaca Development Company of Tamavua, Suva.
10. Naboro Development Company of Tamavua, Suva.
11. United Lumber Development Company of Nepani, Suva.
1
<PAGE>
ARTICLE II
CONSIDERATIONS
2.01 CONSIDERATION. Corporation agrees to pay as consideration 1,350,000
shares of its common stock, $.001 par value, to Ltd for the Concession. Such
shares shall be restricted shares, subject to the provisions of Rule 144, as
promulgated under the Securities Exchange Act of 1934.
ARTICLE III
REPRESENTATIONS, COVENANTS AND WARRANTIES OF LTD.
As an inducement to Corporation, Ltd hereby represents and warrants as
follows:
3.01 ORGANIZATION. Ltd is a corporation duly organized, validly existing
and in good standing under the laws of Fiji, and has the corporate power, and is
duly authorized, qualified, franchised and licensed under applicable laws,
regulations, ordinances and orders of the public authorities to own all of its
properties and assets and carry on its business in all material respects as it
is now being conducted. The execution and delivery of this Agreement does not,
and the consummation of the transaction contemplated hereby will not, violate
any provision of Ltd's Article of Incorporation or Bylaws (or Memorandum and
Articles of Association). Ltd has taken all actions required by law, by its
Articles of Incorporation, by its Bylaws, or otherwise, to authorize the
execution and delivery of this Agreement, and Ltd has the full power authority
and legal right, and has taken all actions required by law, of its Articles of
Incorporation, Bylaws, or otherwise to consummate the transaction herein
contemplated.
3.02 TITLE. Ltd has good and marketable title to all of its
properties, and interest in the properties and assets, real and personal,
which are being transferred hereunder, free and clear of all liens, pledges,
charges or encumbrances, except (a) statutory liens or claims not yet
delinquent; and (b) such imperfections of titles and easements as do not, and
will not, materially detract from, or interfere with, the present or proposed
use of the properties, or otherwise materially impair the present business
operations of such properties.
3.03 NO CONFLICT WITH OTHER INSTRUMENTS. The execution of this
Agreement and the consummation of the transaction contemplated by this
Agreement will not result in a breach of any term or provision of, or
constitute an event or default under, any material indenture, mortgage, deed
of trust, or other material contract, agreement or instrument to which Ltd is
a party, or to which any of its properties are operations are subject.
3.04 GOVERNMENTAL AUTHORIZATIONS. Except as set forth in Exhibit B
attached hereto, Ltd has all licenses, franchises permits and other
governmental authorizations that are legally required to enable it to conduct
its business in all material respects as conducted on the date hereof, and no
authorization, approval, consent, order, or registration, declaration or
filing with any court or other governmental body is required in connection
with the
2
<PAGE>
execution and delivery by Ltd of this agreement, and the consummation by Ltd
the transaction contemplated hereby.
3.05 COMPLIANCE WITH LAWS AND REGULATIONS. Except as set forth in Exhibit
B, Ltd has to the best of its knowledge, complied with all applicable statutes
and regulations of any governmental entity or agency thereof, except to the
extent that non-compliance would not materially and adversely affect the
business operations, properties, assets or conditions of Ltd, or except to the
extent that non-compliance would not result in the occurrence of any material
liability for Ltd.
3.06 APPROVAL OF AGREEMENT. The Board of Directors of Ltd has authorized
the execution and delivery of this Agreement by Ltd, and has approved the
Agreement and the transaction contemplated hereby, and approved the submission
of this Agreement and the transaction contemplated hereby to the Shareholders of
Ltd for their approval with a recommendation that it be accepted.
3.07 NO CONTRACTS. Ltd has no contracts affecting the Concessions whose
terms and conditions or performance required thereunder extend or will extend
past the Closing Date.
ARTICLE IV
REPRESENTATIONS, COVENANTS AND WARRANTIES OF CORPORATION
As an inducement to Ltd, Corporation hereby represents and warrants as
follows:
4.01 ORGANIZATION. Corporation is a corporation duly organized, validly
existing and in good standing under the laws of the State of Nevada, and has the
corporate power, and is duly authorized qualified, franchised licensed under all
applicable laws, regulations, ordinances and orders of public authorities to own
all of its properties, and assets, and to carry on its business in all material
respects as now being conducted. The execution and delivery of this Agreement
does not, and the consummation of the transaction contemplated hereby will not,
violate any provision of Corporation's Article of Incorporation or Bylaws.
Corporation has taken all actions required by law, by its Articles of
Incorporation, by its Bylaws, or otherwise, to authorize the execution and
delivery of this Agreement, and Corporation has the full power authority and
legal right, and has taken all actions required by law, of its Articles of
Incorporation, Bylaws, or otherwise to consummate the transaction herein
contemplated.
4.02 NO CONFLICT WITH OTHER INSTRUMENTS. The execution of this
Agreement and the consummation of the transactions contemplated by this
Agreement will not result in a breach of any terms or provisions, of or
constitute a default under any indenture, mortgage, deed of trust, or other
material agreement or instrument of which a Corporation is a party, or to
which any of its assets or operations are subject.
4.03 APPROVAL OF AGREEMENT. The Board of Directors of Corporation has
authorized the
3
<PAGE>
execution and delivery of this Agreement by Corporation and has approved this
Agreement and the transaction contemplated hereby.
ARTICLE V
CONDITIONS PRECEDENT TO THE OBLIGATIONS OF CORPORATION
The obligations of Corporation under this Agreement are subject to the
satisfaction on or before the Closing Date of the following conditions:
5.01 ACCURACY OF REPRESENTATIONS. The representations and warranties
made by Ltd in this Agreement were true when made, and shall be true at the
Closing Date, with the same force and effect as if such representations and
warranties were made at, and as of, the Closing Date, and Ltd shall have
performed and complied with all of the covenants and conditions required by
this Agreement to be performed or complied with by Ltd prior to or at
Closing. Corporation shall be furnished with a certificate signed by duly
authorized executive officer of Ltd and dated as of the Closing attesting to
the foregoing effect.
5.02 OFFICER CERTIFICATE. Corporation shall have been furnished with a
certificate dated as of the Closing Date and signed by a duly authorized
officer of Ltd, to the effect that there is no action, investigation,
proceeding or inquiry which might result in any action or injunction or
otherwise prevent the consummation of the transaction contemplated by this
Agreement.
5.03 CERTIFICATE OF GOOD STANDING. Corporation shall receive a
Certificate of Good Standing or similar document from Fiji dated as of a date
within ten (10) days of the Closing Date certifying that Ltd is in good
standing as a corporation in Fiji.
ARTICLE VI
CONDITIONS PRECEDENT TO THE OBLIGATIONS OF LTD.
The obligations of Ltd under this Agreement are subject to the satisfaction
on or before the Closing Date of the following conditions:
6.01 ACCURACY OF REPRESENTATIONS. The representations and warranties
made by Corporation in this Agreement were true when made, and shall be true
at the Closing Date, with the same force and effect as if such
representations and warranties were made at, and as of, the Closing Date, and
Corporation shall have performed and complied with all of the covenants and
conditions required by this Agreement to be performed or complied with by
Corporation prior to or at Closing. Ltd shall be furnished with a
certificate signed by duly authorized executive
4
<PAGE>
officer of Corporation and dated as of the Closing attesting to the foregoing
effect.
6.02 OFFICER CERTIFICATE. Ltd shall have been furnished with a
certificate, dated as of the Closing Date and signed by a duly authorized
officer of Corporation to the effect that there is no action, investigation,
proceeding or inquiry which might result in any action or injunction or
otherwise prevent the consummation of the transaction contemplated by this
Agreement.
6.03 CERTIFICATE OF GOOD STANDING. Ltd shall receive a Certificate of
Good Standing from the State of Nevada dated as of a date within ten (10)
days of the Closing Date, certifying that Corporation is in good standing as
a corporation in Nevada.
ARTICLE VII
TERMINATION
7.01 LITIGATION. This Agreement may be terminated if there shall be
any actual or threatened action or proceeding before any court or any
governmental body which shall seek to restrain, prohibit, or invalidate the
transactions contemplated by this Agreement and which, in the judgment of
such board of directors, made in good faith and based upon the advice of its
legal counsel, makes it inadvisable to proceed with the exchange contemplated
by this Agreement.
7.02 CONDITION TO CLOSING. This Agreement may be terminated if the
Board of Directors of Ltd or Corporation determine in good faith that a
condition to closing has not occurred.
ARTICLE VIII
ACTIONS PRIOR TO CLOSING
8.01 MAINTENANCE OF BUSINESS. Until the Closing Date, Ltd will carry
on its business in substantially the same manner as it has heretofore.
8.02 REPAIRS. Until the Closing Date, Ltd will maintain and keep its
properties in states of good repair and condition as at present, except for
depreciation due to ordinary wear and tear and damage due to casualty.
8.03 INSURANCE. Until the Closing Date, Ltd will maintain in full
force and effect insurance comparable in amount and in scope of coverage to
that now maintained by it.
8.04 CONTRACT PERFORMANCE. Until the Closing Date, Ltd will perform in
all material respects all of its obligations under material contracts,
leases, and instruments relating to or affecting its assets, properties, and
5
<PAGE>
business.
8.05 COMPLIANCE WITH LAWS, RULES AND REGULATIONS. Until the Closing
Date, Ltd will fully comply with and perform in all material respects all
obligations and duties imposed on it by applicable laws and all rules,
regulations, and orders imposed by governmental authorities.
ARTICLE IX
CLOSING
9.01 CLOSING DATE. The Closing Date shall be April , 1996, and
shall take place at the offices of Vanderkam & Sanders, 1111 Caroline, Ste.
2905, Houston, Texas 77010, at 11:00 A.M., Central Daylight Time or such
other time and place as shall be mutually agreed upon by the parties hereto.
9.02 ACTIONS AT CLOSING BY LTD. The following shall be delivered by
Ltd to Corporation at the Closing:
(a) a delivery of the Concession free and clear of any and all liens
and other encumbrances, except for restrictions and easements of record.
(b) The Certificate of Accuracy of Representations specified by Section
5.01.
(c) The Officer's Certificate specified by Section 5.02.
(d) A Certificate of Good Standing from Fiji
9.03 ACTIONS AT CLOSING BY CORPORATION. The following shall be
delivered by Corporation to Ltd at Closing:
(a) The Certificate of Accuracy of Representations specified by Section
6.01.
(b) The Officer's Certificate specified by Section 6.02.
(c) A Certificate of Good Standing for the State of Nevada.
ARTICLE X
MISCELLANEOUS
10.01 BROKERS. Ltd and Corporation agree that there were and are no
finders or brokers involved in bringing the parties together or who were
instrumental in the negotiation, execution or consummation of this Agreement.
Ltd and Corporation each agree to indemnify the other against any claim by
any third person other than
6
<PAGE>
those described above for any commission, brokerage, or finder's fee arising
form the transactions contemplated hereby based on any alleged agreement or
understanding between the indemnifying party and such third person, whether
express or implied from the actions of the indemnifying party.
10.02 GOVERNING LAW. This Agreement shall be governed by, enforce, and
construed under and in accordance with the laws of the United States of
America and, with respect to the matters of state law, with the laws of
Nevada.
10.03 NOTICES. Any notice or other communications required or
permitted hereunder shall be sufficiently given if personally delivered to it
or sent by registered mail or certified mail, postage prepaid, or by prepaid
telegram addressed as follows:
If to Corporation, to: Resources of the Pacific Corporation
c/o John Henry Brebbia
5277 Cameron Street, Ste. 130
Las Vegas, Nevada 89118
With copies to: Vanderkam & Sanders
1111 Caroline, Suite 2905
Houston, Texas 77010
If to Ltd, to: Resources of the Pacific Ltd.
68 Suva Street
Suva, Republic of Fiji
or such other addresses as shall be furnished in writing by any party in the
manner for giving notices hereunder, and any such notice or communication shall
be deemed to have been given as of the date so delivered, mailed or telegraphed.
10.04 ATTORNEY'S FEES. In the event that any party institutes any
action or suit to enforce this Agreement or to secure relief from any default
hereunder or breach hereof, the breaching party or parties shall reimburse
the nonbreaching party or parties for all costs, including reasonable
attorney's fees, incurred in connection therewith and in enforcing or
collecting any judgement rendered therein.
10.05 CONFIDENTIALITY. Each party hereto agrees with the other parties
that, unless and until the transactions contemplated by this Agreement have
been consummated, it and its representatives will hold in strict confidence
all data and information obtained with respect to another party or any
subsidiary thereof from any representative, officer, director or employee, or
from any books or records or from personal inspection, as such other
7
<PAGE>
party, and shall not use such disclosure data or information or disclose the
same to others, except (i) to the extent such data or information is
published, is a matter of public knowledge, or is required by law to be
published; and (ii) to the extent that such disclosure data or information
must be used or disclosed in order to consummate the transactions
contemplated by this Agreement. In the event of the termination of this
agreement, each party shall return to the other party all documents and other
materials obtained by it or on its behalf and shall destroy all copies,
digests, workpapers, abstracts or other materials relating thereto, and each
party will continue to comply with the confidentiality provisions set forth
herein.
10.06 SCHEDULES; KNOWLEDGE. Each party is presumed to have full
knowledge of all information set forth in the other party's schedules
delivered pursuant to this Agreement.
10.07 THIRD PARTY BENEFICIARIES. This contract is strictly between
Corporation and Ltd and, except as specifically provided, no director,
officer, stockholder, employee, agent, independent contractor or any other
person or entity shall be deemed to be a third party beneficiary of this
Agreement.
10.08 ENTIRE AGREEMENT. This Agreement represents the entire agreement
between the parties relating to the subject matter thereof.
10.09 SURVIVAL; TERMINATION. The representations, warranties, and
covenants of the respective parties shall survive the Closing Date and the
consummation of the transactions herein contemplated for a period of three
months.
10.10 COUNTERPARTS. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original and all of which
taken together shall be but a single instrument.
10.11 AMENDMENT OR WAIVER. Every right and remedy provided herein
shall be cumulative with every other right and remedy, whether conferred
herein, at law, or in equity, and may enforced concurrently herewith, and no
waiver by any party of the performance of any obligation by the other shall
be construed as a waiver of the same of any other default then, theretofore,
or thereafter occurring or existing. At any time prior to the Closing Date,
this Agreement may by amended by a writing signed by all parties hereto,
with respect to any of the terms contained herein, and say term or condition
of this Agreement may be waived or the time for performance may be extended
by a writing signed by the party or parties for whose benefit the provision
in intended.
10.12 HEADINGS. The headings used in this Agreement are strictly for
the Parties convenience in identifying the provisions of this Agreement and
shall not effect the construction or interpretation of the provisions of this
Agreement.
8
<PAGE>
IN WITNESS WHEREOF, the corporate parties hereto have caused this
Agreement to be extended by their respective officers, hereunto duly authorized,
as of the date first-above written.
RESOURCES OF THE PACIFIC LTD.
By:
------------------------------------
Its:
------------------------------------
RESOURCES OF THE PACIFIC CORPORATION
By:
------------------------------------
Its:
------------------------------------
9
<PAGE>
EXHIBIT A
TIMBER CONCESSIONS
<PAGE>
EXHIBIT B
ROYALTY AGREEMENT
<PAGE>
EXHIBIT B
EXCEPTIONS PER SECTIONS 3.04 & 3.05
<PAGE>
EXCEPTIONS PURSUANT TO SECTION 3.04 - GOVERNMENTAL AUTHORIZATIONS
NONE
EXCEPTIONS PURSUANT TO SECTION 3.05 - COMPLIANCE WITH LAWS AND REGULATIONS
NONE
<PAGE>
EXHIBIT D
ESCROW AGREEMENT
<PAGE>
EXHIBIT 10.5
Agreement dated September 7, 1995 between
Resources of the Pacific Corporation
and
International Bell, Inc.
<PAGE>
AGREEMENT
AGREEMENT entered into on September 7, 1995 by and between RESOURCES OF
THE PACIFIC CORP., a Nevada corporation (the "Borrower") and INTERNATIONAL
BELL, INC., a Delaware subchapter S corporation (the "Lender").
WITNESSETH
WHEREAS, Borrower wishes to borrow from Lender, and Lender wishes to
lend to Borrower in one or more loans ("Loan" or "Loans"), up to $175,000,
such amount to constitute bridge financing (the "Bridge Financing") for
Borrower prior to its first round of debt or equity financing scheduled to be
concluded on a public or private basis, and
WHEREAS, by this Agreement, the parties wish to set forth their
particular understanding with respect to such Bridge Financing.
NOW THEREFORE, for good and valuable consideration, the sufficiency of
which is hereby acknowledged, the parties hereto hereby agree as follows:
1. Borrower shall borrow, and Lender shall lend, monies not to exceed
$175,000 in one or more Loans, each such Loan to be unconditionally repayable
upon the demand of Lender and to be evidenced and governed by a promissory
note in the form of the promissory note attached hereto to be signed by
Borrower.
2. For each one dollar ($1) of Bridge Financing provided by Lender to
Borrower, or arranged or otherwise directly or indirectly caused to be
provided to Borrower by Lender, Borrower shall transfer to Lender or its
designees, within two days of the date of the particular Loan or other
arrangement entered into, two shares of Borrower's common stock. Lender may
assign all or a portion of such common stock to any person or entity at its
sole discretion.
IN WITNESS WHEREOF, the parties hereto have entered into this Agreement
on the date hereinabove first written.
RESOURCES OF THE PACIFIC CORP.
By: /s/ John Henry Brebbia
---------------------------------------
Name: John Henry Brebbia
Title: Secretary
INTERNATIONAL BELL, INC.
By: /s/ Mark G. Hollo
---------------------------------------
Name: Mark G. Hollo
Title: Chairman
<PAGE>
EXHIBIT 10.6
Amendment to Agreemet dated September 7, 1995 between
Resources of the Pacific Corporation
and International Bell, Inc.
<PAGE>
AMENDMENT TO AGREEMENT
Reference is made to that certain AGREEMENT dated and executed September
7, 1995 (the "Agreement") representing the terms and conditions pursuant to
which RESOURCES OF THE PACIFIC CORP. (the "Borrower") would borrow monies
from INTERNATIONAL BELL, INC., (the "Lender") and/or would borrow monies from
a source other than INTERNATIONAL BELL on the terms arranged by INTERNATIONAL
BELL. All terms not defined herein shall have the definitions given them in
the Agreement.
1. By mutual agreement between the Borrower and the Lender, the first WHEREAS
clause of said Agreement shall be hereby amended to provide as follows:
"WHEREAS, Borrower wishes to borrow from Lender, and Lender wish to
lend to Borrower, and/or Borrower wishes to borrow from such other
source as arranged by Lender, in one or more loans ("Loan" or "Loans")
up to such amount of monies as the Borrower may be entitled in the
sole discretion of the Lender, with such Loan or Loans to constitute
bridge financing (the "Bridge Financing") for Borrower prior to its
first round of debt or equity financing scheduled to be concluded on a
public or private basis, and"
2. By mutual agreement between the Borrower and the Lender, a second WHEREAS
clause shall be added to said Agreement to provide as follows:
"WHEREAS, as of March 11, 1996, Borrower has already received Loans in
the amount of $97,300 as a result of the activities of Lender, and"
3. By mutual agreement between the Borrower and the Lender, a third WHEREAS
clause shall be added to said Agreement to provide as follows:
"WHEREAS, Borrower wishes Lender to continue its activities to provide
and/or secure additional Loans for the benefit of Borrower."
4. By mutual agreement between the Borrower and the Lender, paragraph 1 of
said Agreement shall be hereby amended to provide as follows:
"Borrower shall borrow, and Lender shall lend, and/or arrange for the
lending to Borrower of, such amount of monies as Borrower may be
entitled in the sole discretion of the Lender, in one or more Loans,
each such Loan to be unconditionally repaid upon the demand of Lender,
or the loaning entity, as the case may be, and to be evidenced and
governed by a promissory note in the form of the promissory note
attached hereto to be signed by Borrower."
5. By mutual agreement between the Borrower and the Lender, paragraph 2 of
said Agreement shall be hereby amended to provide as follows:
"For each one dollar ($1) of Bridge Financing provided by Lender to
Borrower from the date of this Agreement (September 7, 1995), or for
each one dollar ($1) of other monies arranged or otherwise directly or
indirectly caused to be provided to Borrower by Lender,
<PAGE>
from any source, from such date, Borrower shall transfer to Lender or
its designees, within two (2) days of the date of the particular Loan
or other arrangement entered into, twenty (20) shares of Borrower's
common stock (the "Shares") for each such dollar of funding. Lender
may assign all or a portion of such Shares to any person or entity at
its sole discretion."
6. By mutual agreement between the Borrower and the Lender, a third paragraph
shall be added to said Agreement to provide as follows:
"For each 30 day period from March 11, 1996 which transpires without
the Shares being delivered satisfactorily to Lender (with the first
such 30 day period ending at 5:00 p.m. New York time on April 10,
1996), an additional 25% of the number of such Shares that should have
been delivered to Lender by the terms of paragraph 2 above (or 1.25
multiplied by the number of such Shares) shall be immediately due
Lender (the "Premium Amount"). The Premium Amount due to Lender by
5:00 p.m. New York time on April 10, 1996 will again increase by 25%
(or a multiple of 1.25) at the end of 30 days from such date, with
such compounding of the Premium Amount to continue forever."
Dated: March 11, 1996
RESOURCES OF THE PACIFIC CORP. INTERNATIONAL BELL, INC.
By: /s/ John Henry Brebbia By: /s/ Mark G. Hollo
------------------------------- -----------------------------
Title: Secretary Title: Chairman
---------------------------- --------------------------
<PAGE>
EXHIBIT 10.7
Agreement dated March 12, 1996 between
Resources of the Pacific Corporation
and
International Bell, Inc.
<PAGE>
AGREEMENT
AGREEMENT entered into on March 12, 1996 by and between RESOURCES OF THE
PACIFIC CORP., a Nevada corporation (the "Borrower"), pursuant to which the
Borrower would borrow monies from INTERNATIONAL BELL, INC. a Delaware
subchapter S corporation (the "Lender") and/or would borrow monies from a
source other than the Lender on the terms arranged by the Lender.
WITNESSETH
WHEREAS, Borrower wishes to borrow from Lender, and Lender wishes to
lend to Borrower, and/or Borrower wishes to borrow from such other source as
arranged by Lender in one or more loans ("Loan" or "Loans"), up to $250,000,
such amount to constitute bridge financing (the "Bridge Financing") for
Borrower prior to its first round of debt or equity financing scheduled to be
concluded on a public or private basis,
WHEREAS, Borrower and Lender have previously entered into an Agreement
with respect to the Loans and various Amendments to such Agreement,
WHEREAS, Borrower and Lender agree to declare as null and void each and
all of the previous Agreement, Amendments to such Agreement and previous
negotiations and declarations or intent with respect thereto and to accept in
the place of such understandings the terms and conditions set forth herein
and in the promissory note attached hereto as Exhibit 1 (the "Promissory
Note"),
WHEREAS, by this Agreement, the parties wish to set forth their
particular understanding with respect to such Bridge Financing.
NOW THEREFORE, for good and valuable consideration, the sufficiency of
which is hereby acknowledged, the parties hereto hereby agree as follows:
1. Borrower shall borrow, and Lender shall lend, and/or arrange for
the lending to Borrower of monies not to exceed $250,000 in one or more
Loans, each such Loan to be unconditionally repayable upon the demand of
Lender, or the loaning entity, as the case may be, and to be evidenced and
governed by the Promissory Note, as signed by Borrower, dictating, INTER
ALIA, a rate of interest per annum of 12% until the principal becomes due and
payable and thereafter at a rate per annum of 15%.
MISCELLANEOUS
MODIFICATION. This Agreement shall not be modified except by an
instrument in writing signed by the Lender (or by Lender on behalf of another
source arranged by Lender) and Borrower.
GOVERNING LAW. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of New York as applied to
contracts made and performed within the State of New York, without regard to
the conflict of laws principles thereof.
<PAGE>
COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
INVALIDITY. If any of the provisions of this Agreement is held invalid
or unenforceable, such invalidity or unenforceability shall not affect in any
way the validity or enforceability of any other provision of this Agreement.
In the event any provision is held invalid or unenforceable, the parties
hereto shall attempt to agree on a valid or enforceable provision which shall
be a reasonable substitute for such invalid or unenforceable provision in
light of the tenor of this Agreement and, on so agreeing, shall incorporate
such substitute provision in this Agreement.
ENTIRE AGREEMENT. This Agreement contains the entire agreement between
the parties hereto with respect to the matters contemplated herein and all
prior or contemporaneous understandings and agreements shall merge herein.
There are no additional terms, whether consistent or inconsistent, oral or
written, which are intended to be part of the parties' understandings which
have not been incorporated into this Agreement.
WAIVER. No waiver by any party, whether express or implied, of any
right under any provision of this Agreement shall constitute a waiver of such
party's right at any other time or a waiver of such party's rights under any
other provision of this Agreement, unless it is made in writing and signed by
the a President or a Vice President of the party, waiving the condition. No
failure by any party obligated hereto to take any action with respect to any
breach of this Agreement or default by another party shall constitute a
waiver of the former party's right to enforce any provision of this Agreement
or to take action with respect to such breach or default or any subsequent
breach or default by such other party.
SURVIVAL. All of the agreements made by each party contained in this
Agreement shall survive the closing of all of the transactions or matters
contemplated hereby, and each party obligated under this Agreement shall be
entitled to rely upon the agreements of the other parties obligated hereunder
as set forth in this Agreement.
FURTHER ASSURANCES. The parties hereto shall provide to one another
such information with respect to the transactions or matters contemplated
hereby as may be reasonably requested, shall execute and deliver such further
documents and take such further action as may be reasonably requested to
document, complete or give full effect to the terms and provisions of this
Agreement and the transactions or matters contemplated hereby.
FORM OF SIGNATURE. The parties hereto agree to accept a facsimile
transmission copy of their respective signatures as evidence of their respective
actual signatures to this Agreement; PROVIDED HOWEVER, that each party who
produces a facsimile signature agrees, by the express terms hereof, to place,
immediately after transmission of his or her signature by fax, a true and
correct original copy of his or her signature in overnight mail to the address
of the other party.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have entered into this Agreement
on the date hereinabove first written.
RESOURCES OF THE PACIFIC CORP.
By: /s/ John Henry Brebbia
---------------------------------------
Name: John Henry Brebbia
Title: Secretary
INTERNATIONAL BELL, INC.
By: /s/ Mark G. Hollo
---------------------------------------
Name: Mark G. Hollo
Title: Chairman
<PAGE>
EXHIBIT 10.8
Acquisition Agreement dated May 3, 1996 between
Resources of the Pacific Corporation
and
Wood Products International, Inc.
<PAGE>
ACQUISITION AGREEMENT
BY AND BETWEEN
WOOD PRODUCTS INTERNATIONAL, INC.
AND
RESOURCES OF THE PACIFIC CORPORATION
DATED: May 3, 1996
<PAGE>
________________________________________________________________________________
TABLE OF CONTENTS
________________________________________________________________________________
ARTICLES PAGE
- -------- ----
ARTICLE I PROPERTY TRANSFERRED
SECTIONS
--------
1.01 Marketing Contract 1
ARTICLE II CONSIDERATIONS
SECTIONS
--------
2.01 Consideration 2
ARTICLE III REPRESENTATIONS, COVENANTS AND WARRANTIES OF WOOD
SECTIONS
--------
3.01 Organization 2
3.02 Title 2
3.03 No Conflict with Other Instruments 2
3.04 Governmental Authorizations 2
3.05 Compliance with Laws and Regulations 3
3.06 Approval of Agreement 3
3.07 No Contract 3
ARTICLE IV REPRESENTATIONS, COVENANTS AND WARRANTIES OF CORPORATION
SECTIONS
--------
4.01 Organization 3
4.02 No Conflict with Other Instruments 3
4.03 Approval of Agreement 3
ARTICLE V CONDITIONS PRECEDENT TO THE OBLIGATIONS OF CORPORATION
SECTIONS
--------
5.01 Accuracy of Representations 4
5.02 Officer Certificate 4
5.03 Certificate of Good Standing 4
ARTICLE VI CONDITIONS PRECEDENT TO THE OBLIGATIONS OF WOOD
SECTIONS
--------
6.01 Accuracy of Representations 4
6.02 Officer Certificate 4
6.03 Certificate of Good Standing 5
<PAGE>
ARTICLE VII TERMINATION
SECTIONS
--------
7.01 Litigation 5
7.02 Condition to Closing 5
ARTICLE VIII ACTIONS PRIOR TO CLOSING
SECTIONS
--------
8.01 Maintenance of Business 5
8.02 Repairs 5
8.03 Insurance 5
8.04 Contract Performance 5
8.05 Compliance with Laws, Rules and Regulations 5
ARTICLE IX CLOSING
SECTIONS
--------
9.01 Closing Date 6
9.02 Actions at Closing by Wood 6
9.03 Actions at Closing by Corporation 6
ARTICLE X MISCELLANEOUS
SECTIONS
--------
10.01 Brokers 6
10.02 Governing Law 7
10.03 Notices 7
10.04 Attorney's Fees 7
10.05 Confidentiality 7
10.06 Schedules; Knowledge 8
10.07 Third Party Beneficiaries 8
10.08 Entire Agreement 8
10.09 Survival; Termination 8
10.10 Counterparts 8
10.11 Amendment to Waiver 8
10.12 Headings 8
Signatures 9
EXHIBITS A Timber Concession
B Exceptions Per 3.04 & 3.05
<PAGE>
ACQUISITION AGREEMENT
ACQUISITION AGREEMENT, (herein referred to as "Agreement") is entered
into as of this 3rd day of May, 1996 by and among Resources of the Pacific
Corporation (hereinafter "Corporation"), a Nevada corporation, and Wood
Products International, Inc., a Nevada corporation, (hereinafter "Wood")
collectively (the "Parties") upon the following terms and conditions:
RECITALS
WHEREAS, Wood is the owner of an exclusive contract for the marketing of
timber located in Fiji (the "Marketing Contract");
WHEREAS, Wood is desirous of selling the Marketing Contract and
Corporation is desirous of purchasing the Marketing Contract;
WHEREAS, the Parties wish to set forth the terms and conditions by which
such sale will be consummated;
NOW, THEREFORE, in consideration of the mutual promises herein made, and
for the consideration herein set out, the adequacy and sufficiency of which
is hereby acknowledged, the Parties hereto covenant and agree as follows:
ARTICLE I
PROPERTY TRANSFERRED
1.01 MARKETING CONTRACT. Wood hereby transfers to Corporation all of
its rights, title and interest in the Market Contract to market wood & wood
products produced by the following joint ventures assigned to Corporation.
1. Navuco Development Company of Tamavua, Suva.
2. Nakorodusdua Development Company of Tamavua, Suva.
3. Waimaro Naulucavu Development Company of Tamavua, Suva.
4. Vusovuso Development Company of Tamavua, Suva.
5. Nasautoka Development Company of Tamavua, Suva.
6. Navieilevu Development Company of Tamavua, Suva.
7. Nasalia Development Company of Tamavua, Suva.
8. Nakaidrau Development Company of Tamavua, Suva.
9. Vanuaca Development Company of Tamavua, Suva.
10. Naboro Development Company of Tamavua, Suva.
1
<PAGE>
11. United Lumber Development Company of Nepani, Suva.
ARTICLE II
CONSIDERATIONS
2.01 CONSIDERATION. Corporation agrees to pay as consideration
1,350,000 shares of its common stock, $.001 par value, to Wood for the
Marketing Contract. Such shares shall be restricted shares, subject to the
provisions of Rule 144, as promulgated under the Securities Exchange Act of
1934.
ARTICLE III
REPRESENTATIONS, COVENANTS AND WARRANTIES OF WOOD.
As an inducement to Corporation, Wood hereby represents and warrants as
follows:
3.01 ORGANIZATION. Wood is a corporation duly organized, validly
existing and in good standing under the laws of Nevada, and has the corporate
power, and is duly authorized, qualified, franchised and licensed under
applicable laws, regulations, ordinances and orders of the public authorities
to own all of its properties and assets and carry on its business in all
material respects as it is now being conducted. The execution and delivery of
this Agreement does not, and the consummation of the transaction contemplated
hereby will not, violate any provision of Wood's Article of Incorporation or
Bylaws (or Memorandum and Articles of Association). Wood has taken all
actions required by law, by its Articles of Incorporation, by its Bylaws, or
otherwise, to authorize the execution and delivery of this Agreement, and
Wood has the full power authority and legal right, and has taken all actions
required by law, of its Articles of Incorporation, Bylaws, or otherwise to
consummate the transaction herein contemplated.
3.02 TITLE. Wood has good and marketable title to all of its
properties, and interest in the properties and assets, real and personal,
which are being transferred hereunder, free and clear of all liens, pledges,
charges or encumbrances, except (a) statutory liens or claims not yet
delinquent; and (b) such imperfections of titles and easements as do not, and
will not, materially detract from, or interfere with, the present or proposed
use of the properties, or otherwise materially impair the present business
operations of such properties.
3.03 NO CONFLICT WITH OTHER INSTRUMENTS. The execution of this
Agreement and the consummation of the transaction contemplated by this
Agreement will not result in a breach of any term or provision of, or
constitute an event or default under, any material indenture, mortgage, deed
of trust, or other material contract, agreement or instrument to which Wood
is a party, or to which any of its properties are operations are subject.
3.04 GOVERNMENTAL AUTHORIZATIONS. Except as set forth in Exhibit B
attached hereto, Wood has all licenses, franchises permits and other
governmental authorizations that are legally required to enable it to conduct
2
<PAGE>
its business in all material respects as conducted on the date hereof, and no
authorization, approval, consent, order, or registration, declaration or
filing with any court or other governmental body is required in connection
with the execution and delivery by Wood of this agreement, and the
consummation by Wood the transaction contemplated hereby.
3.05 COMPLIANCE WITH LAWS AND REGULATIONS. Except as set forth in
Exhibit B, Wood has to the best of its knowledge, complied with all
applicable statutes and regulations of any governmental entity or agency
thereof, except to the extent that non-compliance would not materially and
adversely affect the business operations, properties, assets or conditions of
Wood, or except to the extent that non-compliance would not result in the
occurrence of any material liability for Wood.
3.06 APPROVAL OF AGREEMENT. The Board of Directors of Wood has
authorized the execution and delivery of this Agreement by Wood, and has
approved the Agreement and the transaction contemplated hereby, and approved
the submission of this Agreement and the transaction contemplated hereby to
the Shareholders of Wood for their approval with a recommendation that it be
accepted.
3.07 NO CONTRACTS. Wood has no contracts affecting the Marketing
Contract whose terms and conditions or performance required thereunder extend
or will extend past the Closing Date.
ARTICLE IV
REPRESENTATIONS, COVENANTS AND WARRANTIES OF CORPORATION
As an inducement to Wood, Corporation hereby represents and warrants as
follows:
4.01 ORGANIZATION. Corporation is a corporation duly organized,
validly existing and in good standing under the laws of the State of Nevada,
and has the corporate power, and is duly authorized qualified, franchised
licensed under all applicable laws, regulations, ordinances and orders of
public authorities to own all of its properties, and assets, and to carry on
its business in all material respects as now being conducted. The execution
and delivery of this Agreement does not, and the consummation of the
transaction contemplated hereby will not, violate any provision of
Corporation's Article of Incorporation or Bylaws. Corporation has taken all
actions required by law, by its Articles of Incorporation, by its Bylaws, or
otherwise, to authorize the execution and delivery of this Agreement, and
Corporation has the full power authority and legal right, and has taken all
actions required by law, of its Articles of Incorporation, Bylaws, or
otherwise to consummate the transaction herein contemplated.
4.02 NO CONFLICT WITH OTHER INSTRUMENTS. The execution of this
Agreement and the consummation of the transactions contemplated by this
Agreement will not result in a breach of any terms or provisions, of or
constitute a default under any indenture, mortgage, deed of trust, or other
material agreement or instrument of which
3
<PAGE>
a Corporation is a party, or to which any of its assets or operations are
subject.
4.03 APPROVAL OF AGREEMENT. The Board of Directors of Corporation has
authorized the execution and delivery of this Agreement by Corporation and
has approved this Agreement and the transaction contemplated hereby.
ARTICLE V
CONDITIONS PRECEDENT TO THE OBLIGATIONS OF CORPORATION
The obligations of Corporation under this Agreement are subject to the
satisfaction on or before the Closing Date of the following conditions:
5.01 ACCURACY OF REPRESENTATIONS. The representations and warranties
made by Wood in this Agreement were true when made, and shall be true at the
Closing Date, with the same force and effect as if such representations and
warranties were made at, and as of, the Closing Date, and Wood shall have
performed and complied with all of the covenants and conditions required by
this Agreement to be performed or complied with by Wood prior to or at
Closing. Corporation shall be furnished with a certificate signed by duly
authorized executive officer of Wood and dated as of the Closing attesting to
the foregoing effect.
5.02 OFFICER CERTIFICATE. Corporation shall have been furnished with a
certificate dated as of the Closing Date and signed by a duly authorized
officer of Wood, to the effect that there is no action, investigation,
proceeding or inquiry which might result in any action or injunction or
otherwise prevent the consummation of the transaction contemplated by this
Agreement.
5.03 CERTIFICATE OF GOOD STANDING. Corporation shall receive a
Certificate of Good Standing or similar document from Nevada dated as of a
date within ten (10) days of the Closing Date certifying that Wood is in good
standing as a corporation in Nevada.
ARTICLE VI
CONDITIONS PRECEDENT TO THE OBLIGATIONS OF WOOD.
The obligations of Wood under this Agreement are subject to the
satisfaction on or before the Closing Date of the following conditions:
6.01 ACCURACY OF REPRESENTATIONS. The representations and warranties
made by Corporation in this Agreement were true when made, and shall be true
at the Closing Date, with the same force and effect as if such
4
<PAGE>
representations and warranties were made at, and as of, the Closing Date, and
Corporation shall have performed and complied with all of the covenants and
conditions required by this Agreement to be performed or complied with by
Corporation prior to or at Closing. Wood shall be furnished with a
certificate signed by duly authorized executive officer of Corporation and
dated as of the Closing attesting to the foregoing effect.
6.02 OFFICER CERTIFICATE. Wood shall have been furnished with a
certificate, dated as of the Closing Date and signed by a duly authorized
officer of Corporation to the effect that there is no action, investigation,
proceeding or inquiry which might result in any action or injunction or
otherwise prevent the consummation of the transaction contemplated by this
Agreement.
6.03 CERTIFICATE OF GOOD STANDING. Wood shall receive a Certificate of
Good Standing from the State of Nevada dated as of a date within ten (10)
days of the Closing Date, certifying that Corporation is in good standing as
a corporation in Nevada.
ARTICLE VII
TERMINATION
7.01 LITIGATION. This Agreement may be terminated if there shall be
any actual or threatened action or proceeding before any court or any
governmental body which shall seek to restrain, prohibit, or invalidate the
transactions contemplated by this Agreement and which, in the judgment of
such board of directors, made in good faith and based upon the advice of its
legal counsel, makes it inadvisable to proceed with the exchange contemplated
by this Agreement.
7.02 CONDITION TO CLOSING. This Agreement may be terminated if the
Board of Directors of Wood or Corporation determine in good faith that a
condition to closing has not occurred.
ARTICLE VIII
ACTIONS PRIOR TO CLOSING
8.01 MAINTENANCE OF BUSINESS. Until the Closing Date, Wood will carry
on its business in substantially the same manner as it has heretofore.
8.02 REPAIRS. Until the Closing Date, Wood will maintain and keep its
properties in states of good repair and condition as at present, except for
depreciation due to ordinary wear and tear and damage due to casualty.
8.03 INSURANCE. Until the Closing Date, Wood will maintain in full
force and effect insurance
5
<PAGE>
comparable in amount and in scope of coverage to that now maintained by it.
8.04 CONTRACT PERFORMANCE. Until the Closing Date, Wood will perform
in all material respects all of its obligations under material contracts,
leases, and instruments relating to or affecting its assets, properties, and
business.
8.05 COMPLIANCE WITH LAWS, RULES AND REGULATIONS. Until the Closing
Date, Wood will fully comply with and perform in all material respects all
obligations and duties imposed on it by applicable laws and all rules,
regulations, and orders imposed by governmental authorities.
ARTICLE IX
CLOSING
9.01 CLOSING DATE. The Closing Date shall be April ___, 1996, and
shall take place at the offices of Vanderkam & Sanders, 1111 Caroline, Ste.
2905, Houston, Texas 77010, at 11:00 A.M., Central Daylight Time or such
other time and place as shall be mutually agreed upon by the parties hereto.
9.02 ACTIONS AT CLOSING BY WOOD. The following shall be delivered by
Wood to Corporation at the Closing:
(a) a delivery of the Marketing Contract free and clear of any and all
liens and other encumbrances, except for restrictions and easements of
record.
(b) The Certificate of Accuracy of Representations specified by Section
5.01.
(c) The Officer's Certificate specified by Section 5.02.
(d) A Certificate of Good Standing from Nevada
9.03 ACTIONS AT CLOSING BY CORPORATION. The following shall be delivered
by Corporation to Wood at Closing:
(a) The Certificate of Accuracy of Representations specified by Section
6.01.
(b) The Officer's Certificate specified by Section 6.02.
(c) A Certificate of Good Standing for the State of Nevada.
ARTICLE X
MISCELLANEOUS
6
<PAGE>
10.01 BROKERS. Wood and Corporation agree that there were and are no
finders or brokers involved in bringing the parties together or who were
instrumental in the negotiation, execution or consummation of this Agreement.
Wood and Corporation each agree to indemnify the other against any claim by
any third person other than those described above for any commission,
brokerage, or finder's fee arising form the transactions contemplated hereby
based on any alleged agreement or understanding between the indemnifying
party and such third person, whether express or implied from the actions of
the indemnifying party.
10.02 GOVERNING LAW. This Agreement shall be governed by, enforce, and
construed under and in accordance with the laws of the United States of
America and, with respect to the matters of state law, with the laws of
Nevada.
10.03 NOTICES. Any notice or other communications required or
permitted hereunder shall be sufficiently given if personally delivered to it
or sent by registered mail or certified mail, postage prepaid, or by prepaid
telegram addressed as follows:
If to Corporation, to: Resources of the Pacific Corporation
c/o John Henry Brebbia
5277 Cameron Street, Ste. 130
Las Vegas, Nevada 89118
With copies to: Vanderkam & Sanders
1111 Caroline, Suite 2905
Houston, Texas 77010
If to Wood, to: Wood Products International, Inc.
2000 Catalina Marie Avenue
Henderson, Nevada 89014
or such other addresses as shall be furnished in writing by any party in the
manner for giving notices hereunder, and any such notice or communication
shall be deemed to have been given as of the date so delivered, mailed or
telegraphed.
10.04 ATTORNEY'S FEES. In the event that any party institutes any
action or suit to enforce this Agreement or to secure relief from any default
hereunder or breach hereof, the breaching party or parties shall reimburse
the nonbreaching party or parties for all costs, including reasonable
attorney's fees, incurred in connection therewith and in enforcing or
collecting any judgement rendered therein.
10.05 CONFIDENTIALITY. Each party hereto agrees with the other parties
that, unless and until the
7
<PAGE>
transactions contemplated by this Agreement have been consummated, it and its
representatives will hold in strict confidence all data and information
obtained with respect to another party or any subsidiary thereof from any
representative, officer, director or employee, or from any books or records
or from personal inspection, as such other party, and shall not use such
disclosure data or information or disclose the same to others, except (i) to
the extent such data or information is published, is a matter of public
knowledge, or is required by law to be published; and (ii) to the extent
that such disclosure data or information must be used or disclosed in order
to consummate the transactions contemplated by this Agreement. In the event
of the termination of this agreement, each party shall return to the other
party all documents and other materials obtained by it or on its behalf and
shall destroy all copies, digests, workpapers, abstracts or other materials
relating thereto, and each party will continue to comply with the
confidentiality provisions set forth herein.
10.06 SCHEDULES; KNOWLEDGE. Each party is presumed to have full
knowledge of all information set forth in the other party's schedules
delivered pursuant to this Agreement.
10.07 THIRD PARTY BENEFICIARIES. This contract is strictly between
Corporation and Wood and, except as specifically provided, no director,
officer, stockholder, employee, agent, independent contractor or any other
person or entity shall be deemed to be a third party beneficiary of this
Agreement.
10.08 ENTIRE AGREEMENT. This Agreement represents the entire agreement
between the parties relating to the subject matter thereof.
10.09 SURVIVAL; TERMINATION. The representations, warranties, and
covenants of the respective parties shall survive the Closing Date and the
consummation of the transactions herein contemplated for a period of three
months.
10.10 COUNTERPARTS. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original and all of which
taken together shall be but a single instrument.
10.11 AMENDMENT OR WAIVER. Every right and remedy provided herein
shall be cumulative with every other right and remedy, whether conferred
herein, at law, or in equity, and may enforced concurrently herewith, and no
waiver by any party of the performance of any obligation by the other shall
be construed as a waiver of the same of any other default then, theretofore,
or thereafter occurring or existing. At any time prior to the Closing Date,
this Agreement may by amended by a writing signed by all parties hereto,
with respect to any of the terms contained herein, and say term or condition
of this Agreement may be waived or the time for performance may be extended
by a writing signed by the party or parties for whose benefit the provision
in intended.
10.12 HEADINGS. The headings used in this Agreement are strictly for
the Parties convenience in
8
<PAGE>
identifying the provisions of this Agreement and shall not effect the
construction or interpretation of the provisions of this Agreement.
9
<PAGE>
IN WITNESS WHEREOF, the corporate parties hereto have caused this
Agreement to be extended by their respective officers, hereunto duly
authorized, as of the date first-above written.
WOOD PRODUCTS INTERNATIONAL, INC..
By: /s/ Michael Fryer
---------------------------------------
Its: President
--------------------------------------
RESOURCES OF THE PACIFIC CORPORATION
By: /s/ John Henry Brebbia
---------------------------------------
Its: Secretary
--------------------------------------
10
<PAGE>
EXHIBIT 10.9
Amendment to Acquisition Agreement
Dated September 7, 1995
<PAGE>
AMENDMENT TO ACQUISITION AGREEMENT
AMENDMENT, effective as of September 7, 1995, to ACQUISITION AGREEMENT,
dated July 11, 1995 (the "Agreement"), between RESOURCES OF THE PACIFIC
CORPORATION (formerly, Pit Stop Auto Centers, Inc.), a Nevada corporation
(hereinafter "PACI), and the Shareholders of RESOURCES OF THE PACIFIC, INC.
(formerly, Video Ban Corporation), a Nevada corporation (hereinafter
"Resources").
RECITALS
WHEREAS, PACI and the Shareholders of Resources entered into the Agreement
pursuant to which PACI agreed to issue to the Shareholders certain shares of
PACI common stock in exchange for all of the issued and outstanding shares of
Resources; and
WHEREAS, after subsequent review of the Agreement and the status of PACI,
the parties desire to amend the terms of the Agreement as described below.
NOW THEREFORE, in consideration of the premises and of the mutual covenants
hereinafter set forth, the parties hereto have agreed and by these presents do
hereby agree as follows:
1. AMENDMENTS. The Agreement is hereby amended as follows:
(a) Section 2 of the Agreement is amended to provide that PACI shall
cause to be issued and delivered to the Shareholders 22,219,000 post reverse
split shares of PACI Common Stock as specified in Exhibit A attached hereto in
exchange for all of the issued and outstanding common stock of Resources.
(b) A new Section 14 shall be added to the Agreement which shall
read in full as follows: "14. Covenants of Resources. Resources hereby
covenants and agrees that it shall cause Resources of the Pacific, Ltd. ("Ltd.")
to assign its timber concession rights directly to PACI and that Resources shall
divest its entire interest in Ltd."
2. OTHER. Except as described above, this Amendment shall not modify
in any manner any of the provisions of the Agreement and all other provisions of
the Agreement shall remain fully effective as written.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the _______ day of ________________ , 199 ___ .
RESOURCES OF THE PACIFIC CORPORATION
(formerly, Pit Stop Auto Centers, Inc.)
By:
------------------------------------
Title:
---------------------------------
<PAGE>
SHAREHOLDERS OF RESOURCES OF THE
PACIFIC, INC.
-------------------------------------
Rahim Besharaty
D'ORO Venture Ltd.
By:
----------------------------------
-------------------------------------
Masi Rova
-------------------------------------
Gabriel Lee
-------------------------------------
Wilson Epeli
S.P. Trust Ltd.
By:
----------------------------------
-------------------------------------
Joan M. Jones
Winchester Holdings Ltd.
By:
----------------------------------
International Bell, Inc.
By:
----------------------------------
-------------------------------------
Carol S. Lewis
<PAGE>
EXHIBIT A
SHAREHOLDER NAME NUMBER OF SHARES
- ---------------- ----------------
International Bell, Inc. 12,569,000
Carol S. Lewis 9,370,000
Silverleaf Resources, Inc. 200,000
Bruce Kempner 30,000
Thomas Michael Daniel 5,000
George Everett Hall 5,000
George Oliver Sitser 5,000
The Aldrich Company Employees Retirement Trust 5,000
JBK Partners Ltd. 15,000
Elaine Golden-Gealer 15,000
----------
22,219,000
----------
----------
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
<CASH> 151
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 151
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 7,207,574
<CURRENT-LIABILITIES> 87,770
<BONDS> 0
0
0
<COMMON> 118,690
<OTHER-SE> 7,001,265
<TOTAL-LIABILITY-AND-EQUITY> 7,207,725
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 102,376
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,670
<INCOME-PRETAX> (105,042)
<INCOME-TAX> 0
<INCOME-CONTINUING> (105,042)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (105,042)
<EPS-PRIMARY> (.02)
<EPS-DILUTED> (.02)
</TABLE>
