SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF EARLIEST REPORTED EVENT August 26, 1996
RAM-Z ENTERPRISES, INC.
(Exact name of Registrant as specified in its charter)
Delaware 0-25496 87-0400335
(State or other jurisdiction of (Commission (IRS Employer
incorporation or organization) File Number) Identification Number)
5444 Westheimer, Suite 2080
Houston, Texas 77056
(Address of Registrant's principal executive offices)
(713) 622-1893
(Registrant's telephone number, including area code)
(713) 840-9034
(Registrant's facsimile number, including area code)
155 East 34th Street, Apt. 10A
New York, New York 10016
(Former Address, if Changed from Last Report)
Item 1.
Changes in Control of the Registrant
Pursuant to an Agreement and Plan of Reorganization (the
"Plan") between RAM-Z Enterprises, Inc. (the "Registrant"), its
principal stockholders (the "Principal Stockholders"),
HyperDynamics Corporation, a Texas corporation ("HyperDynamics"),
and certain stockholders of HyperDynamics who owned more than 80%
of the outstanding voting securities of HyperDynamics and who
executed and joined in the Plan (the "HyperDynamics Stockholders"),
the HyperDynamics Stockholders became the controlling stockholders
of the Registrant in a business combination transaction that was
effected in the form of a "reverse takeover," and completed on
August 26, 1996. Immediately prior to the completion of the Plan,
the Registrant had no material assets, liabilities or business
operations. The Plan was accounted for as a pooling of interests.
At the time of the adoption of the Plan, the Registrant had
50,000,000 shares of voting common stock issued and outstanding.
Gregory Aurre, Amerika Aurre, Geraldine Aurre and Gregory Aurre III
were the principal and controlling stockholders of the Registrant;
collectively owning 42,350,000 shares of common stock or
approximately 85% of the outstanding voting securities of the
Registrant. There was no relationship between the Principal
Stockholders and HyperDynamics or the HyperDynamics Stockholders
prior to the completion of the Plan.
As a condition to the Plan, which is an exchange agreement
between the Registrant and the HyperDynamics Stockholders, the
stockholders approved and the Registrant effected a share
consolidation or "reverse split" in the ratio of one post-
consolidation share for every 44.428648 pre-consolidation shares
held by a stockholder, provided, however, that no single
stockholder's share ownership was reduced to fewer than 100 post-
consolidation shares. As a result of this 44 for 1 share
consolidation, the Registrant had 1,125,400 shares, more or less,
issued and outstanding immediately prior to the completion of the
Plan.
The consideration used by the HyperDynamics Stockholders to
acquire their respective interests in the Registrant was 4,577,000
shares of $0.001 par value common voting stock of HyperDynamics,
amounting to 100% of the outstanding voting securities of
HyperDynamics, for 4,577,000 post-consolidation shares of $0.001
par value common voting stock of the Registrant, amounting to
approximately 80% of the outstanding post-Plan voting securities of
the Registrant. Accordingly, the basis of the "control" by the
HyperDynamics Stockholders is based upon this stock ownership, and
their present capacities as directors and/or executive officers of
the Registrant.
In summary, pursuant to the Plan, (i) the pre-Plan outstanding
voting securities of the Registrant were consolidated in the ratio
of one post-consolidation share for every 44.428648 pre-
consolidation shares held by a stockholder, provided, however, that
no single stockholder's share ownership was reduced to fewer than
100 post-consolidation shares. (ii) the Registrant's authorized
capitalization of 50,000,000 shares of $0.001 par value per share
common stock was retained and appropriate adjustments were made to
the stated capital and additional paid in capital accounts of the
Registrant, (iii) each issued, outstanding or subscribed share of
common stock of HyperDynamics was exchanged for one post-
consolidation share of the Registrant's common stock, amounting to
4,577,000 post-consolidation shares in the aggregate (iv)
HyperDynamics became a wholly-owned subsidiary of the Registrant
and the HyperDynamics Stockholders, as a group, acquired shares
representing approximately 80% of the post-plan capitalization of
the Registrant; and (v) an additional 476,600 post-consolidation
shares were issued to certain consultants to the Registrant and
HyperDynamics, 426,600 and 50,000 shares, respectively, for
services related to the negotiation and consummation of the Plan.
Following the completion of the Plan, taking into account the
foregoing, there are approximately 6,161,000 post-split outstanding
voting securities of the Registrant.
The following table presents certain information regarding the
beneficial ownership of the Registrant's common stock at August 26,
1996, by (i) each person known by the Registrant to own beneficially
more than 5% of the outstanding shares of Common Stock, (ii) each
of the Registrant's directors, and (iii) all directors and officers
as a group.
Number of Shares Percent of
Name (1) Beneficially Owned (2) Class
Susanne Jackson (3) 1,851,000 30.04%
Gregory J. Micek 600,000 9.74%
Kent Watts 480,000 7.79%
Robert Hill (4) 390,000 6.33%
Arthur Frank Click, III 251,000 4.07%
Lewis E. Ball 100,000 1.62%
All officers and directors as
a group (6 persons) 3,672,000 59.60%
(1) Unless otherwise indicated, each listed person's mailing
address is 5444 Westheimer, Suite 2080, Houston, Texas 77056.
(2) Unless otherwise indicated, each person or group has sole
voting and investment power with respect to all listed shares.
(3) Includes 251,000 shares held of record by the Houston Creative
Connection Management Incentive Plan. While the allocation of these
shares among Houston Creative's employees will be determined by Ms.
Jackson, she disclaims beneficial ownership of the shares.
(4) Includes 150,000 shares issued pursuant to Mr. Hill's
executive employment agreement that will vest at the rate of 12,500
shares per calendar quarter and are subject to forfeiture in the
event that Mr. Hill's employment with the Registrant is terminated
for any reason.
The Registrant knows of no arrangements that will result in a
change in control at a date after this Current Report on Form 8-K.
Copies of the Plan and related exhibits accompany this Report
on Form 8-K and are incorporated herein by reference. See Item 7 of
this Report.
Item 2.
Acquisition or Disposition of Assets.
(a) Acquisition of HyperDynamics and Subsidiaries
Introduction to the Internet. The World Wide Web of the
Internet (the "Web") is a collection of billions of documents,
referred to as "pages," located on millions of computers, referred
to as "servers," all over the world. The power of the Web is that
all of these pages and all of these servers can be readily accessed
from almost any home computer and seamlessly connected with each
other by "hypertext" linking that allows a user to move
effortlessly between different pages and different servers by
simply clicking on "hot-links" embedded within a page.
A grouping of one or more related pages maintained by an
individual or company is ordinarily referred to as a "Web-site" and
each page within a Web-site will have its own unique address,
called a Universal Resource Locator ("URL"). For example,
HyperDynamics' Web-site includes several pages, each with its own
distinct URL, but the starting point, or "home page" address for
HyperDynamics' Web-site, is http://www.HyperDynamics.com. This home
page, in turn, serves as the starting point to help users navigate
through the other pages included in the HyperDynamics Web-site and
to link to the separate Web-sites maintained by the HyperDynamics
subsidiaries as well as pages located on other servers.
Despite the global reach and immense capabilities of the Web,
any business willing to make a modest investment can establish a
Web-Site. In general, the basic requirements for a Web-Site are
access to a server, a message to convey and a hypertext program.
Simple commercial Web-Sites can be created for less than $500 and
maintained for as little as $50 per month. More complex commercial
Web-sites can cost millions of dollars to create and require a
full-time staff of Web-Site programmers for maintenance.
HyperDynamics Corporation. HyperDynamics was incorporated
under the laws of the State of Texas on March 7, 1996, for the
purpose of acquiring key Internet related businesses in order to
capitalize on the anticipated growth of the Internet, a
communications phenomenon that is expected to change the way people
communicate and do business, not just in the U.S., but throughout
the world. The principal office of the Registrant and HyperDynamics
is located at 5444 Westheimer, Suite 2080, Houston, Texas 77056
[Telephone (713) 622-1893].
HyperDynamics' principal business objective is to become a
leading provider of technical services for companies that wish to
establish a commercial presence on the Web. In furtherance of this
objective, HyperDynamics has recently acquired (i) Houston Creative
Connections, Inc., a computer industry personnel outsourcing
company, (ii) The Agency, an unincorporated division of Houston
Creative Connections, Inc. that functions as a broad-based public
relations, advertising and marketing firm specializing In Internet
applications, and (iii) MicroData Systems, Inc., a value-added
reseller and systems integrator of technical hardware and software
products. Through the acquisition and integration of these
companies, HyperDynamics has established a core capability
consisting of communications services, related technical expertise
and creative expertise. The company intends to exploit these
capabilities in an on-going acquisition and business development
strategy to become a national leader in providing integrated
Internet services and content to selected market segments.
HyperDynamics is actively engaged in reviewing and evaluating a
number of other Internet related companies in sub-specialties
ranging from creative Web site Content and dial-up Internet access
to computer hardware re-sellers.
Operating Subsidiaries-Houston Creative Connections, Inc. HCCI
was organized In 1985 to serve as a computer industry personnel
outsourcing firm . HCCI places temporary and permanent personnel
such as computer operators, programmers, CAD operators, graphic
designers and multi-media artists proficient In state-of-the-art
software. Their customer list includes the Houston Chronicle,
Chevron, Compaq, Marathon Oil, Shell and Texaco.
HCCI has capitalized on two important developments in the U.S
economy - downsizing and the need for technical expertise, often
relating to advanced personal computer applications and the
internet. As corporations have moved to reduce their permanent
employment through cutbacks and layoffs, they have found it
necessary to fill specific, often short-term needs, with temporary
help. Secondly, the rapid growth in the demand for Information
technology products and services has created a shortage of
qualified people with these unique skills. Without in-house
expertise, many companies are utilizing the services of specialized
agencies such as HCCI to meet those needs. HCCI is well-positioned
as a premier supplier of technical and creative talent in Houston.
The HCCI Is looking to expand geographically in the near future.
HCCI s Internet address is "http://www.chreative.com"
The Agency. The Agency is a broad based public relations,
advertising and marketing firm specializing in internet
applications. The Agency serves businesses in the Houston area
ranging from small companies such as Molinas Restaurants to large
enterprises such as Champion Recycling, Compaq and World of
Atlantis.
The Agency emphasizes an integrated communications approach
incorporating advanced technology. By innovative use of the
internet, The Agency has been able to enhance existing client
relations and attract new accounts. A key feature of their services
is imaginative and interactive web page design and maintenance. The
Agency is committed to the future of interactive media as an
important aspect of a client's total public relations picture.
MicroData Systems, Inc. MDSI was established in 1988 as a
value-added reseller and systems integrator of technical hardware
and software products. Since inception, MDSI has developed
significant reseller relationships with leading computer hardware
and software manufacturers and developers, such as 3Com
Corporation, Bay Networks. Digital Equipment Corporation, IBM,
Sunsoft, Microsoft, and Great Plains Software. These relationships
have helped MDSI develop strong network engineering and systems
integration expertise among their impressive list of customers are
Lockheed Martin Space Operations and Harris County Hospital
District.
MDSI through MicroData internet, provides Internet access and
services to support its technical sales and is developing the
ability for transaction processing via the internet. This ability
will allow MDSI to more efficiently market the high-tech commodity
products and shrink wrapped software.
In January of 1996, MDSI started MicroSystems Business Systems
to develop fully-integrated MIS infrastructures around Microsoft's
Backoffice and Great Plains client-server software to be sold to
small and medium-size businesses. MDSI believes there is a large
and growing market for common information management platforms with
flexibility and scalability yet geographically independent.
MDSI is developing total MIS service capabilities to provide
integrated client server-based management information systems for
businesses using standard voice, data. and video communications.
MDSI's Internet address is "http://www.microdat.com"
Acquisition Terms. For a detailed discussion of the terms of
the acquisition of HyperDynamics by the Registrant, see the
discussion in Item 1.
(b) Acquisition of Property, Plant and Equipment. No material
assets of HyperDynamics, Houston Creative Connections, Inc., The
Agency or MicroData Systems, Inc. constitute plant, equipment or
other physical property.
Item 3.
Bankruptcy or Receivership.
None; not applicable.
Item 4.
Changes in Registrant's Certifying Accountant.
Jones, Jensen & Company ("Jones Jenson"), Certified
Public Accountants, of Salt Lake City, Utah, audited the financial
statements of the Registrant for the years ended December 31, 1995
and 1994. These financial statements accompanied the Registrant's
Registration Statement filed with the Securities and Exchange
Commission on Form 10-SB.
Jack Evans, Certified Public Accountant, of Houston,
Texas, was engaged as the Registrant's accountant on August 26,
1996, the effective date of the Plan with HyperDynamics and the
HyperDynamics Stockholders, and will be asked to audit the
financial statements of the Registrant, HyperDynamics and its two
wholly owned subsidiaries, HCCI and MDSI, for the year ended June
30, 1996, and their related statements of income for the years
ended June 30, 1996 and 1995, to coincide with the change of fiscal
year of the Registrant discussed in Item 8 of this Report.
There were no disagreements between the Registrant and
Jones Jenson, whether resolved or not resolved, on any matter of
accounting principles or practices, financial statement disclosure
or auditing scope or procedure, which, if not resolved, would have
caused them to make reference to the subject matter of the
disagreement in connection with their report.
The report of Jones Jenson for the past two fiscal years
did not contain any adverse opinion or disclaimer of opinion, excepting a
"going concern"
qualification, and was not qualified or modified as to uncertainty, audit
scope or
accounting principles.
The decision to change principal accountants was not
submitted for approval to the Board of Directors; the change was
made by the Registrant's President, Greg J. Micek, because Mr.
Evans offices were located near the new principal executive offices
of the Registrant, which were relocated to the offices of
HyperDynamics, following the completion of the Plan.
Also, during the Registrant's two most recent fiscal
years, and since then, Jones Jenson has not advised the Registrant
that any of the following exist or are applicable:
(1) That the internal controls necessary for the
Registrant to develop reliable financial statements
do not exist, that information has come to their
attention that has lead them to no longer be able
to rely on management's representations, or that
has made them unwilling to be associated with the
financial statements prepared by management;
(2) That the Registrant needs to expand significantly
the scope of its audit, or that information has
come to their attention that if further
investigated may materially impact the fairness or
reliability of a previously issued audit report or
the underlying financial statements or any other
financial presentation, or cause him to be
unwilling to rely on management's representations
or be associated with the Registrant's financial
statements for the foregoing reasons or any other
reason; or
(3) That they have advised the Registrant that
information has come to their attention that they
have concluded materially impacts the fairness or
reliability of either a previously issued audit
report or the underlying financial statements for
the foregoing reasons or any other reason.
Further, during the Registrant's two most recent fiscal
years and since then, the Registrant has not consulted Jones Jenson
regarding the application of accounting principles to a specified
transaction, either completed or proposed; or the type of audit
opinion that might be rendered on the Registrant's financial
statements or any other financial presentation whatsoever.
The Registrant has provided Jones Jenson with a copy of
the disclosure provided under this caption, and has advised them to
provide the Registrant with a letter addressed to the Securities
and Exchange Commission as to whether they agrees or disagrees with
the disclosures made herein. A copy of his response is attached
hereto and incorporated herein by reference. See Item 7 of this
Report.
Item 5.
Other Events
Certain unrelated third parties who advanced to Q-Marq
Securities, Ltd., a financial consulting firm organized under the
laws of the Cayman Islands, BWI ("Q-Marq"), extraordinary expenses
in the amount of $200,000 associated with the reorganization
between the Registrant and HyperDynamics, acquired 325,000 shares
of the Registrant's common stock from certain consultants who were
party to the Registrant's Consultant Compensation Plan and who
received securities thereunder for services rendered which had been
registered with the Securities and Exchange Commission in a recent
Form S-8 Registration Statement.
Item 6.
Resignations of Directors and Executive Officers.
No director has resigned or declined to stand for re-election
to the Board of Directors since the date of the last annual meeting
of stockholders because of any disagreement with the Registrant on
any matter relating to the Registrant's operations, policies or
practices.
In conformity with the requirements of the Plan (see Item I of
this Report), the persons who were serving as directors and
executive officers of the Registrant immediately prior to the
completion of the Plan resigned, in seriatim, and appointed the
persons who were serving as directors and executive officers of
HyperDynamics immediately prior to the completion of the Plan, as
follows, respectively, to-wit:
Name Position Resigned
Gregory Aurre President and Director
Amerika Aurre Secretary, Treasurer and Director
Geraldine Aurre Director
Name Position Appointed
Greg J. Micek President and Director
Robert J. Hill Chief Operating Officer, Director
Lewis E. Ball Chief Financial Officer and Secretary
Susanne L. Jackson Director
Arthur Frank Click, III Director
Robert J. Hill, age 42, has served as the Chief Operating
Officer of HyperDynamics since June 1996 and as Chief Operating
Officer and a Director of the Registrant since August 26, 1996.
Before joining HyperDynamics, Mr. Hill served for two years as vice
president of Hudson-Trinity Incorporated, a privately-held internet
service provider and network engineering company that also
contracted senior network engineers to Loral Space Systems, Inc.,
the principal civilian contractor for the design, development and
installation of NASA's new manned space flight control center.
Previously, Mr. Hill served for three years as Acquisition Manager
for Loral Space Systems, Inc. Mr. Hill has earned an MBA degree
from South Eastern Institute of Technology and a BA degree from the
State University of New York at Potsdam.
Susanne L. Jackson, age 62, has served as the Chief Executive
Officer and President of Houston Creative Connections, Inc. for 10
years, as a director of HyperDynamics since July 1996 and a
Director of the Registrant since August 26, 1996. Ms. Jackson
attended Midwestern University for two years, the Santa Fe School
of Art for two years and McNay Art for one year.
Gregory J. Micek, age 41, has served as the President of
HyperDynamics since June 1996 and as President and a Director of
the Registrant since August 26, 1996. Mr. Micek has sixteen years
of experience serving as either a Contract Chief Executive Officer
or Contract Chief Financial Officer for over 20 firms in the
Houston area. His primary expertise lies in the management and
financing of emerging growth companies. Mr. Micek earned his BS and
JD degrees from Creighton University.
Lewis E. Ball, age 61, has served as the Chief Financial
Officer of HyperDynamics since June 1996 and as Chief Financial
Officer of the Registrant since August 26, 1996. Mr. Ball has many
years of industry experience as a Chief Financial Officer for
several major public companies, including Stewart & Stevenson
Services, Inc. and Richmond Tank Car Company. Mr. Ball has been a
Certified Public Accountant since 1957 and a Certified Management
Accountant since 1979. Mr. Ball attended Sam Houston State College
and the University of Houston before earning a BBA in Finance from
the University of Texas.
Arthur Frank Click, III, age 40, has served as the principal
executive of
The Agency since June 1996. Before joining The Agency, Mr. Click
owned and managed McMan & Tate, a Houston based advertising and
public relations firm for a period of three years. Previously, Mr.
Click served as Director of Marketing and Sales for the Galleria
Area Chamber of Commerce. Mr. Click has been involved in
entrepreneurial enterprises for the last 20 years, including
textile printing, entertainment and advertising. Mr. Click attended
Texas Tech University and the University of Houston, where he
earned a BBA in Finance.
ITEM 7.
Financial Statements and Exhibits
(a) Financial statements of business acquired.
No audited financial statements exist respecting the prior
operations of HyperDynamics or its subsidiaries. Nevertheless, in
connection with its acquisition of HyperDynamics, the Registrant
reviewed unaudited financial statements of HyperDynamics and its
subsidiaries as of June 30, 1996 and for the year then ended. This
unaudited financial information is incorporated in the Unaudited
Pro forma Financial Statements attached hereto and incorporated
herein by this reference. While HyperDynamics has commenced the
preparation of audited consolidated financial statements for the
periods specified in Item 310(c) of Regulation S-B, these financial
statements are not expected to be completed until late September.
When audited consolidated financial statements for HyperDynamics
and its subsidiaries are available, this Current Report on Form 8-K
will be amended to incorporate such financial statements.
(b) Pro forma financial information.
In connection with its acquisition of HyperDynamics, the
Registrant reviewed unaudited financial statements of HyperDynamics
and its subsidiaries as of June 30, 1996 and for the year then
ended. This unaudited financial information is included in the
unaudited pro forma consolidated financial statements attached
hereto.
While the Registrant has commenced the preparation of pro
forma financial statements for the periods specified in Item 310(d)
of Regulation S-B, these pro forma financial statements are not
expected to be completed until late September. When the pro forma
financial statements become available, this Current Report on Form
8-K will be amended to provide the pro-forma financial statements
required by Item 310(d) of Regulation S-B.
(c) Exhibits.
Exhibit No.
Agreement and Plan of Reorganization between the Registrant 2
and HyperDynamics Corporation, including the following exhibits:
Exhibit A Stockholders of HyperDynamics Corporation
Exhibit B Consultant's Compensation Agreement
Exhibit C Unaudited financial statements of RAM-Z Enterprises as of
June 30, 1996.
Exhibit D Exceptions to the RAM-Z Enterprises financial statements
Exhibit E Pro forma financial statements of HyperDynamics as of May
31, 1996.
Exhibit F Exceptions to the HyperDynamics financial statements
Exhibit G Compliance certificate of RAM-Z Enterprises, Inc.
Exhibit H Compliance certificate of HyperDynamics Corporation
Exhibit J Finders
Letter Regarding Change of Certifying Accountants 16
Item 8.
Change in Fiscal Year.
In connection with the acquisition of HyperDynamics and its
subsidiaries, the Registrant has elected to change its annual
accounting period from the calendar year to a Fiscal Year that will
end on June 30 of each year. Accordingly, the Registrant intends to
file a Form 10-K for the year ended June 30, 1996 on or before
September 30, 1996. In connection therewith, the Registrant will
also file audited financial statements for HyperDynamics and its
subsidiaries for the year ended June 30, 1996.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
RAM-Z Enterprises, Inc.
September 5, 1996
By: /ss/ Gregory J. Micek
- ----------------------------------
Gregory J. Micek, Chief Executive Officer
RAM-Z ENTERPRISES, INC.
Consolidated Proforma Financial Statements
June 30, 1996
The Board of Directors
RAM-Z Enterprises, Inc.
Houston, Texas
I have compiled the accompanying consolidated proforma balance
sheet of RAM-Z Enterprises, Inc. as of June 30, 1996 and the
related consolidated proforma statement of operations for the year
then ended.
The accompanying presentation and this report was prepared for your
company for the purpose of examining the results of the proposed
transactions as outlined in the assumptions and disclosures
presented with these proforma financial statements and should not
be used for any other purpose.
A compilation is limited to presenting in the form of proforma
financial statements information that is the representation of
management and does not include evaluation of the support for the
assumptions underlying the proforma financial statements and,
accordingly I do not express an opinion or any form of assurance on
them.
August 26, 1996
RAM-Z ENTERPRISES, INC.
Consolidated Proforma Balance Sheet
June 30, 1996
(unaudited)
<TABLE>
Houston
RAM-Z Hyper- MicroData Creative
Enterprises, Dynamics Systems Connections, Proforma
Inc. Corporation Inc. Inc. Adjustments Consolidation
ASSETS
<S> <C> <C> <C> <C> <C> <C>
CURRENT ASSETS
Cash and
marketable
securities 99,916 2,990 50,555 22,500 2b 175,961
Accounts
receivable 326,519 440,092 766,611
Inventory 22,165 - 22,165
Other current
assets - - - 3,457 3,457
Total Current
Assets - 99,916 351,674 494,104 22,500 968,194
PROPERTY, PLANT
& EQUIPMENT -
at cost, net
of accumulated
depreciation - 49,588 76,058 125,646
Other Assets - - 43,354 - - 43,354
Total Assets - 99,916 444,616 570,162 22,500 1,137,194
</TABLE>
See Summary of Assumptions and Disclosures and Accountant's Report
RAM-Z ENTERPRISES, INC.
Consolidated Proforma Balance Sheet
June 30, 1996
(unaudited)
<TABLE>
Houston
RAM-Z Hyper- MicroData Creative
Enterprises, Dynamics Systems, Connections, Proforma
Inc. Corporation Inc. Inc. Adjustments Consolidation
<S> <C> <C> <C> <C> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Notes payable 9,800 145,000 154,800
Accounts payable
and accrued
expenses 7,741 7,000 356,163 68,993 439,897
Total Current
Liabilities 7,741 7,000 365,963 213,993 - 594,697
Total Long-term
Liabilities 19,199 31,663 50,862
STOCKHOLDERS' EQUITY
Common stock;
par value $0.001;
authorized
50,000,000 shares;
issued and
outstanding
6,161,000
shares 50,000 (48,875) 1 6,161
4,577 3a
459 3b
Common stock,
par value $.01;
authorized
10,000,000
shares;
issued and
outstanding
240,000
shares 2,400 27,060 2a -
450 2b
15,860 2c
(45,770)3a
Common stock,
par value $.10;
authorized
1,000,000
shares;
issued and
outstanding
75,000
shares 7,500 (7,500)4 -
Common stock,
no par value;
authorized
100,000 shares;
issued and
outstanding
1,000
shares 2,000 (2,000)4 -
Additional
paid-in
capital 108,503 97,600 546 48,875 1 284,888
(27,060)2a
22,050 2b
(15,860)2c
41,193 3a
(459)3b
9,500 4
Retained
earnings
(deficit) (166,244) (7,084) 51,408 322,506 - 200,586
Total
Stockholders
Equity (7,741) 92,916 59,454 324,506 22,500 491,635
99,916 444,616 570,162 22,500 1,137,194
See Summary of Assumptions and Disclosures and Accountant's Report
</TABLE>
RAM-Z ENTERPRISES, INC.
Consolidated Proforma Statement of Operations
Year ended June 30, 1996
(unaudited)
<TABLE>
Houston
RAM-Z Hyper- MicroData Creative
Enterprises, Dynamics Systems,Connections, Proforma
Inc. Corporation Inc. Inc. Adjustments Consolidation
<S> <C> <C> <C> <C> <C> <C>
REVENUES
Placement and
temporary fees 3,467,899 - 3,467,899
Equipment and
maintenance sales 943,141 - 943,141
Advertising and
other 420,027 - 420,027
943,141 3,887,926 4,831,067
COST OF REVENUES
Equipment and
materials 754,270 136,506 - 890,776
Placement and
temporary labor 2,769,204 - 2,769,204
Direct labor 193,645 - 193,645
754,270 3,099,355 3,853,625
Gross Margin 188,871 788,571 977,442
Selling,
General; and
Administrative
Expenses 8,582 7,084 110,899 755,359 - 881,924
Depreciation 1,173 38,496 - 39,669
Income (Loss)
Before Taxes (8,582) (7,084) 76,799 (5,284) - 55,849
Income Taxes (1,287) (1,063) 11,520 (793) - 8,377
Net Income
(Loss) (7,295) (6,021) 65,279 (4,491) - 47,472
Proforma net income per share 0.0
Proforma Weighted average
common shares outstanding 6,161,000
See Summary of Assumptions and Disclosures and Accountant's Report
</TABLE>
RAM-Z ENTERPRISES, INC.
Statements of Assumptions and Disclosures for the
Consolidated Proforma Financial Statements
June 30, 1996
(unaudited)
BACKGROUND AND HISTORICAL INFORMATION
RAM-Z Enterprises, Inc. ("RAM-Z") was incorporated under the laws
of the State of Delaware on April 21, 1994, for the purpose of
effecting a merger with a Utah corporation of the same name
incorporated on July 29, 1983. There was no other activity 1994 to
date. RAM-Z is a development stage company.
HyperDynamics Corporation ("HDC") was incorporated under the laws
of the State of Texas on March 8, 1996. HDC was formed for the
purpose of acquiring Houston Creative Connections, Inc. ("HCC") and
MicroData Systems, Inc. ("MDS") and participating in the
reorganization described below.
Houston Creative Connections, Inc. was incorporated in the State of
Texas on November 5, 1985. HCC is primarily an outsourcing agency
placing creative graphics design and computer programming
professionals. HCC also operates a full-service public relations
and advertising firm.
MicroData Systems, Inc. was incorporated under the laws of the
State of Texas on November 3, 1988. MDS started its operations in
January of 1989 primarily as a reseller of computer networking
software and hardware.
Pursuant to an Agreement and Plan of Reorganization (the "Plan")
dated August 15, 1996, between RAM-Z, its principal stockholders,
HDC, and certain stockholders of HDC, who owned more than 80% of
the outstanding voting securities of HDC and who executed and
joined the plan, the HDC stockholders became the controlling stock-
holders of RAM-Z in a business combination transaction that was
effected in the form of a "reverse takeover", and became effective
on August 15, 1996. The business combination qualifies as a tax-
free business combination and was accounted for as a a pooling-of-
interests. Accordingly, RAM-Z's financial statements have been
restated to include the results of HDC, HCC and MDS for the periods
presented.
PROFORMA ADJUSTMENTS
The proforma adjustments to record the reorganization of RAM-Z are
as follows:
1) RAM-Z had 50,000,000 shares of common stock outstanding ($.001
par value) at June 30, 1996. Effective August 15, 1996, RAM-Z
effected a 44.428648 to 1 reverse stock-split to reduce outstanding
shares to 1,125,400.
Common stock 48,875
Additional paid-in capital (credit) (48,875)
Total -0-
2) Also in August, 1996, (a) HDC issued 2,102,000 and 604,000
shares of its common stock ($.01 par value) in exchange for all of
the common stock of HCC and MDS, respectively. In addition, HDC had
previously issued 240,000 shares for $100,000 cash and a
professional service contract valued at $40,000 at June 30, 1996.
In August, 1996, (b) HDC issued an additional 45,000 shares for
$22,500 cash. In connection with this transaction, (c) HDC issued
1,586,000 shares of common stock to certain consultants.
(a)
Additional paid-in capital 27,060
Common stock (credit) (27,060)
Total -0-
(b)
Cash 22,500
Additional paid-in capital (credit) (22,050)
Common stock (credit) (450)
Total -0-
(c)
Additional paid-in capital 15,860
Common stock (credit) (15,860)
Total -0-
3) On August 15, 1996, (a) RAM-Z exchanged 4,577,000 newly-issued
post-split shares ($.001 par value) for the same number of total
outstanding shares of HDC in a "reverse takeover". On this same
date, (b) RAM-Z issued 458,600 shares of post-split shares of
common stock to certain consultants in connection with this
business combination.
(a)
Common stock - HDC 45,770
Common stock - RAM-Z (credit) (4,577)
Additional paid-in capital (credit) (41,193)
Total -0-
(b)
Additional paid-in capital 459
Common stock (credit) (459)
Total -0-
4) The common stock of HCC and MDS is eliminated in the
consolidation with HDC
Common stock 9,500
Additional paid-in capital (credit) (9,500)
Total -0-
The balance sheets of RAM-Z, HDC, HCC and MDS are shown as of June
30, 1996. The statements of operations are shown for the year ended
June 30, 1996.
<PAGE>
AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (the
"Agreement") is made this 15th day of August, 1996, between RAM-Z
Enterprises, Inc., a Delaware corporation ("RAM-Z"); Gregory
Aurre, the President and principal stockholder of RAM-Z (the
"RAM-Z Principal Stockholder"); HyperDynamics Corporation, a
Texas corporation ("HyperDynamics"); and the persons listed in
Exhibit A hereof who are the owners of record of all of the
issued and outstanding securities of HyperDynamics (the
"HyperDynamics Stockholders");
WITNESSETH:
RAM-Z wishes to acquire all of the issued and
outstanding securities of HyperDynamics in exchange for common
stock of RAM-Z in a transaction qualifying as a tax-free exchange
pursuant to Section 368(a)(1)(B) of the Internal Revenue Code;
and
HyperDynamics and the HyperDynamics Stockholders who
execute and deliver a copy of this Agreement are willing to
exchange their respective securities of HyperDynamics for shares
of common stock of RAM-Z;
NOW, THEREFORE, in consideration of the mutual
covenants and promises contained herein, and other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, IT IS AGREED:
Section 1
Exchange of Stock
1.1 Number of Shares. The HyperDynamics Stockholders
agree to transfer to RAM-Z at the closing (the "Closing," as
hereinafter defined) 100% of the outstanding securities or
subscriptions to purchase securities of HyperDynamics as listed
in Exhibit A attached hereto and incorporated herein by reference
(the "HyperDynamics Shares" [Exhibit A reflects the number of
HyperDynamics Shares owned and number of shares of common voting
stock of RAM-Z to be received in exchange, in one column, as the
exchange is on a one for one basis]) in exchange for an aggregate
total of 4,577,000 shares of $0.001 par value "unregistered" and
"restricted" common voting stock of RAM-Z (to represent
approximately 72.2% of the outstanding voting securities of RAM-Z
at the time of Closing, after taking into account the issuance of
the securities outlined in Section 1.7 hereof), with all of such
shares of common voting stock to be issued at the Closing to the
HyperDynamics Stockholders in the numbers shown opposite their
respective names in Exhibit A; provided, however, the Closing of
the Agreement may take place if less than 100% of the
HyperDynamics Stockholders adopt, ratify and approve the
Agreement, so long as HyperDynamics Stockholders owning not less
than 80% of the HyperDynamics Shares adopt, ratify and approve
the Agreement.
1.2 Delivery of Certificates by HyperDynamics
Stockholders. The transfer of the HyperDynamics Shares by the
HyperDynamics Stockholders shall be effected by the delivery to
RAM-Z at the Closing of certificates representing the transferred
shares endorsed in blank or accompanied by stock powers executed
in blank, with all signatures witnessed or guaranteed to the
satisfaction of RAM-Z and HyperDynamics and with all necessary
transfer taxes and other revenue stamps affixed and acquired at
the HyperDynamics Stockholders' expense.
1.3 Further Assurances. At the Closing and from time
to time thereafter, the HyperDynamics Stockholders shall execute
such additional instruments and take such other action as RAM-Z
may request in order to exchange and transfer clear title and
ownership in the HyperDynamics Shares to RAM-Z.
1.4 Changes in Capitalization. Prior to the Closing,
the Board of Directors of RAM-Z shall have adopted all
resolutions required or necessary to effect a reverse split of
the pre-Plan outstanding shares of common stock of RAM-Z on a
basis of 44.428648 for one so that the post-split pre-Plan
outstanding shares of common stock of RAM-Z shall amount to
1,125,400 shares, more or less, depending upon rounding resulting
from the reverse split, while retaining the authorized capital of
RAM-Z at 50,000,000 shares of $0.001 par value common voting
stock, with appropriate adjustments in the stated capital and
additional paid in capital accounts of RAM-Z; and provided
further, however, that no stockholder's holdings shall have been
reduced to less than 100 shares as a result thereof, with the
additional shares required for such 100 share minimum, estimated
at approximately 200 shares, to be provided from the
stockholdings of the RAM-Z Principal Stockholder.
1.5 Resignations of Present Directors and Executive
Officers and Designation of New Directors and Executive Officers.
On Closing, the present directors and executive officers of RAM-Z
shall resign, in seriatim, and designate the directors and
executive officers of HyperDynamics to serve in their place and
stead, until the next respective annual meetings of the
stockholders and Board of Directors of RAM-Z, and until their
respective successors shall be elected and qualified or until
their respective prior resignations or terminations.
1.6 Assets and Liabilities of RAM-Z at Closing. RAM-Z
shall have no assets or liabilities at Closing or shall have made
adequate provision for the payment of all such liabilities, and
all costs incurred by RAM-Z incident to the Agreement shall have
been paid or satisfied.
1.7 Issuance of Securities to Consultants. Subject to
the Closing under the Agreement and the prior performance of the
requisite services required under any written compensation
agreement, RAM-Z shall issue 633,600 shares of its common voting
stock to certain individual consultants for services to be
rendered pursuant to a Consultants Compensation Agreement in
substantially the form of Exhibit B attached hereto and
incorporated herein by reference. These securities shall have
been registered with the Securities and Exchange Commission by
RAM-Z prior to the Closing of the Agreement.
1.8 HyperDynamics Outstanding Option Shares. The
options to acquire 430,000 HyperDynamics Shares, which are
presently outstanding and described in Section 4.3 hereof, shall
be converted to options to acquire shares of common stock of RAM-
Z, on a one for one basis, on the same terms and conditions
pursuant to which these options were granted.
Section 2
Closing
The Closing contemplated by Section 1.1 shall be held
at the offices of Leonard W. Burningham, Esq., Hermes Building,
Suite 205, 455 East Fifth South, Salt Lake City, Utah 84111, not
later than ten days following the date of this Agreement, unless
another place or time is agreed upon in writing by the parties.
The Closing may be accomplished by wire, express mail or other
courier service, conference telephone communications or as
otherwise agreed by the respective parties or their duly
authorized representatives.
Section 3
Representations and Warranties of RAM-Z and the RAM-Z Principal
Stockholder
RAM-Z and the RAM-Z Principal Stockholder represent and
warrant to, and covenant with, the HyperDynamics Stockholders and
HyperDynamics as follows:
3.1 Corporate Status. RAM-Z is a corporation duly
organized, validly existing and in good standing under the laws
of the State of Delaware and is licensed or qualified as a
foreign corporation in all states in which the nature of its
business or the character or ownership of its properties makes
such licensing or qualification necessary. RAM-Z is a publicly
held company, having lawfully offered and sold a portion of its
securities to residents of the State of Utah through a Prospectus
dated December 19, 1983, an Application of Registration of
Securities filed with the Utah Division of Securities and a Form
D under Rule 504 of Regulation D filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended;
RAM-Z subsequently filed a Form 10 Registration Statement with
the Securities and Exchange Commission, and is presently
"current" in the filing of all reports required to be filed by it
with the Securities and Exchange Commission. Copies of this
registration statement and these reports have been delivered to
HyperDynamics and the HyperDynamics Stockholders, and are true
and correct in every material respect; and the securities of RAM-
Z are currently listed on the OTC Bulletin Board of the National
Association of Securities Dealers, Inc, ("NASD"), though there is
no "established trading market" for these securities.
3.2 Capitalization. The authorized capital stock of
RAM-Z consists of 50,000,000 shares of common voting stock,
having a par value of $0.001 per share, of which 1,125,400
shares are issued and outstanding, all fully paid and non-
assessable; all such shares have been issued in accordance with
all applicable federal and state securities laws, rules and
regulations. Except as indicated in Section 1.7 hereof, there
are no outstanding options, warrants or calls pursuant to which
any person has the right to purchase any authorized and unissued
capital stock of RAM-Z.
3.3 Financial Statements. The financial statements of
RAM-Z furnished to the HyperDynamics Stockholders and
HyperDynamics, consisting of a balance sheet dated December 31,
1995 and 1994, and a related statement of income for the periods
then ended, attached hereto as Exhibit C and incorporated herein
by reference, and an unaudited balance sheet and income statement
for the period ended June 30, 1996, attached hereto as Exhibit C-
1 and incorporated herein by reference, are correct and fairly
present the financial condition of RAM-Z at such dates and for
the periods involved; such statements were prepared in accordance
with generally accepted accounting principles consistently
applied, and no material change has occurred in the matters
disclosed therein, except as indicated in Exhibit D attached
hereto and incorporated herein by reference. Such financial
statements do not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements
therein not misleading.
3.4 Undisclosed Liabilities. RAM-Z has no liabilities
of any nature except to the extent reflected or reserved against
in its balance sheets, whether accrued, absolute, contingent or
otherwise, including, without limitation, tax liabilities and
interest due or to become due, except as set forth in Exhibit D.
3.5 Interim Changes. Since the date of its balance
sheets, except as set forth in Exhibit D, there have been no (1)
changes in financial condition, assets, liabilities or business
of RAM-Z which, in the aggregate, have been materially adverse;
(2) damages, destruction or losses of or to property of RAM-Z,
payments of any dividend or other distribution in respect of any
class of stock of RAM-Z, or any direct or indirect redemption,
purchase or other acquisition of any class of any such stock; or
(3) increases paid or agreed to in the compensation, retirement
benefits or other commitments to employees.
3.6 Title to Property. RAM-Z has good and marketable
title to all properties and assets, real and personal, reflected
in its balance sheets, and the properties and assets of RAM-Z are
subject to no mortgage, pledge, lien or encumbrance, except for
liens shown therein or in Exhibit D, with respect to which no
default exists.
3.7 Litigation. There is no litigation or proceeding
pending, or to the knowledge of RAM-Z, threatened, against or
relating to RAM-Z, its properties or business, except as set
forth in Exhibit D. Further, no officer, director or person who
may be deemed to be an affiliate of RAM-Z is party to any
material legal proceeding which could have an adverse effect on
the Company (financial or otherwise), and none is party to any
action or proceeding wherein any has an interest adverse to RAM-
Z.
3.8 Books and Records. From the date of this
Agreement to the Closing, RAM-Z will (1) give to the
HyperDynamics Stockholders and HyperDynamics or their respective
representatives full access during normal business hours to all
of its offices, books, records, contracts and other corporate
documents and properties so that HyperDynamics Stockholders and
HyperDynamics or their respective representatives may inspect and
audit them; and (2) furnish such information concerning the
properties and affairs of RAM-Z as the HyperDynamics Stockholders
and HyperDynamics or their respective representatives may
reasonably request.
3.9 Tax Returns. RAM-Z has filed all federal and
state income or franchise tax returns required to be filed or has
received currently effective extensions of the required filing
dates.
3.10 Confidentiality. Until the Closing (and
thereafter if there is no Closing), RAM-Z and its representatives
will keep confidential any information which they obtain from the
HyperDynamics Stockholders or from HyperDynamics concerning the
properties, assets and business of HyperDynamics. If the
transactions contemplated by this Agreement are not consummated
by August 21, 1996, RAM-Z will return to HyperDynamics all
written matter with respect to HyperDynamics obtained by RAM-Z in
connection with the negotiation or consummation of this
Agreement.
3.11 Investment Intent. RAM-Z is acquiring the
HyperDynamics Shares to be transferred to it under this Agreement
for investment and not with a view to the sale or distribution
thereof, and RAM-Z has no commitment or present intention to
liquidate HyperDynamics or to sell or otherwise dispose of the
HyperDynamics Shares.
3.12 Corporate Authority. RAM-Z has full corporate
power and authority to enter into this Agreement and to carry out
its obligations hereunder and will deliver to the HyperDynamics
Stockholders and HyperDynamics or their respective representatives
at the Closing a certified copy of resolutions of its Board of Directors
authorizing execution of this Agreement by its officers and performance
thereunder.
3.13 Due Authorization. Execution of this Agreement
and performance by RAM-Z hereunder have been duly authorized by
all requisite corporate action on the part of RAM-Z, and this
Agreement constitutes a valid and binding obligation of RAM-Z and
performance hereunder will not violate any provision of the
Articles of Incorporation, Bylaws, agreements, mortgages or other
commitments of RAM-Z.
3.14 Environmental Matters. RAM-Z has no knowledge of
any assertion by any governmental agency of other regulatory
authority of any environmental lien or action, or of any cause
for any such lien or action.
3.15 Access to Information Regarding HyperDynamics.
RAM-Z and the RAM-Z Principal Stockholder acknowledge that they
have been delivered copies of what has been represented to be
documentation containing all material information respecting
HyperDynamics and its present and contemplated business
operations, potential acquisitions, management and other factors;
that they have had a reasonable opportunity to review such
documentation and discuss it, to the extent desired, with their
legal counsel, directors and executive officers; that they have
had, to the extent desired, the opportunity to ask questions of
and receive responses from the directors and executive officers
of HyperDynamics, and with the legal and accounting firms of
HyperDynamics, with respect to such documentation; and that to
the extent requested, all questions raised have been answered to
their complete satisfaction.
Section 4
Representations, Warranties and Covenants of HyperDynamics and
HyperDynamics Stockholders
HyperDynamics and HyperDynamics Stockholders represent
and warrant to, and covenant with, RAM-Z as follows:
4.1 HyperDynamics Shares. The HyperDynamics
Stockholders are the record and beneficial owners of the
HyperDynamics Shares, free and clear of adverse claims of third
parties; and Exhibit A correctly sets forth the names, addresses
and number of shares of HyperDynamics owned by each of the
HyperDynamics Stockholders.
4.2 Corporate Status. HyperDynamics is a corporation
duly organized, validly existing and in good standing under the
laws of the State of Texas and is licensed or qualified as a
foreign corporation in all states in which the nature of its
business or the character or ownership of its properties makes
such licensing or qualification necessary. HyperDynamics has two
wholly-owned subsidiaries, MicroData Systems, Inc., a Texas
corporation ("MicroData"), and Houston Creative Connections,
Inc., a Texas corporation ("Houston Creative"), collectively the
"Subsidiaries." The Subsidiaries are duly organized, validly
existing and in good standing under the laws of the State of
Texas and are licensed or qualified as a foreign corporation in
all states in which the nature of its business or the character
or ownership of its properties makes such licensing or
qualification necessary.
4.3 Capitalization. The authorized capital stock of
HyperDynamics consists of 110,000,000 shares, consisting of
100,000,000 shares of common voting stock, $0.01 par value per
share, and 10,000,000 shares of preferred stock, $0.01 par value
per share, of which 4,577,000 common shares are issued and
outstanding, all fully paid and non-assessable; all such shares
have been issued in accordance with all applicable federal and
state securities laws, rules and regulations. Except for the
following, there are no outstanding options, warrants or calls
pursuant to which any person has the right to purchase any
authorized and unissued capital stock of HyperDynamics or the
Subsidiaries. Certain members of management have an option to
acquire 355,000 HyperDynamics Shares, provided their services are
instrumental in concluding acquisitions for HyperDynamics of a
value of not less than $5,000,000, and John L. Petersen, Esq.,
counsel for HyperDynamics, has an option to acquire an additional
75,000 HyperDynamics Shares in consideration of services to be
rendered.
4.4 Financial Statements. The financial statements of
HyperDynamics furnished to RAM-Z, consist of a consolidated
balance sheet for period ended May 31, 1996, attached hereto as
Exhibit E and incorporated herein by reference, are correct and
fairly present the financial condition of HyperDynamics as of
that date and for the period involved, and such statements were
prepared in accordance with generally accepted accounting
principles consistently applied, and no material change has
occurred in the matters disclosed therein, except as indicated in
Exhibit F attached hereto and incorporated herein by reference.
Such financial statements do not contain any untrue statement of
a material fact or omit to state a material fact necessary to
make the statements therein not misleading.
4.5 Undisclosed Liabilities. HyperDynamics and the
Subsidiaries have no material liabilities of any nature except to
the extent reflected or reserved against in the balance sheet,
whether accrued, absolute, contingent or otherwise, including,
without limitation, tax liabilities and interest due or to become
due, except as set forth in Exhibit F attached hereto and
incorporated herein by reference.
4.6 Interim Changes. Since the date of its balance
sheet, except as set forth in Exhibit F, there have been no (1)
changes in the financial condition, assets, liabilities or
business of HyperDynamics or the Subsidiaries which, in the
aggregate, have been materially adverse; (2) damages, destruction
or loss of or to the property of HyperDynamics or the
Subsidiaries, payment of any dividend or other distribution in
respect of the capital stock of HyperDynamics or the
Subsidiaries, or any direct or indirect redemption, purchase or
other acquisition of any such stock; or (3) increases paid or
agreed to in the compensation, retirement benefits or other
commitments to employees.
4.7 Title to Property. HyperDynamics and the
Subsidiaries have good and marketable title to all properties and
assets, real and personal, proprietary or otherwise, reflected in
its balance sheet, and the properties and assets of HyperDynamics
and the Subsidiaries are subject to no mortgage, pledge, lien or
encumbrance, except for liens shown therein or in Exhibit F, with
respect to which no default exists.
4.8 Litigation. There is no litigation or proceeding
pending, or to the knowledge of HyperDynamics, threatened,
against or relating to HyperDynamics or the Subsidiaries, their
properties or business, except as set forth in Exhibit F.
Further, no officer, director or person who may be deemed to be
an affiliate of HyperDynamics or the Subsidiaries is party to any
material legal proceeding which could have an adverse effect on
HyperDynamics or the Subsidiaries (financial or otherwise), and
none is party to any action or proceeding wherein any has an
interest adverse to HyperDynamics or the Subsidiaries.
4.9 Books and Records. From the date of this
Agreement to the Closing, the HyperDynamics Stockholders will
cause HyperDynamics to (1) give to RAM-Z and its representatives
full access during normal business hours to all of its offices,
books, records, contracts and other corporate documents and
properties so that RAM-Z may inspect and audit them; and (2)
furnish such information concerning the properties and affairs of
HyperDynamics as RAM-Z may reasonably request.
4.10 Tax Returns. HyperDynamics has filed all federal
and state income or franchise tax returns required to be filed or
has received currently effective extensions of the required
filing dates.
4.11 Confidentiality. Until the Closing (and
continuously if there is no Closing), the HyperDynamics
Stockholders and HyperDynamics and their representatives will
keep confidential any information which they obtain from RAM-Z
concerning its properties, assets and business. If the
transactions contemplated by this Agreement are not consummated
by August 21, 1996, the HyperDynamics Stockholders and
HyperDynamics will return to RAM-Z all written matter with
respect to RAM-Z obtained by them in connection with the
negotiation or consummation of this Agreement.
4.12 Investment Intent. The HyperDynamics Stockholders
are acquiring the shares to be delivered to them under this
Agreement for investment and not with a view to the sale or
distribution thereof, and the HyperDynamics Stockholders have no
commitment or present intention to liquidate the Company or to
sell or otherwise dispose of the RAM-Z stock. The HyperDynamics
Stockholders shall execute and deliver to RAM-Z on the Closing an
Investment Letter attached hereto as Exhibit G and incorporated
herein by reference, evidencing such investment intent.
4.13 Corporate Authority. HyperDynamics has full
corporate power and authority to enter into this Agreement and to
carry out its obligations hereunder and will deliver to RAM-Z or
its representative at the Closing a certified copy of resolutions
of its Board of Directors authorizing execution of this Agreement
by its officers and performance thereunder.
4.14 Due Authorization. Execution of this Agreement
and performance by HyperDynamics hereunder have been duly
authorized by all requisite corporate action on the part of
HyperDynamics, and this Agreement constitutes a valid and binding
obligation of HyperDynamics and performance hereunder will not
violate any provision of the Articles of Incorporation, Bylaws,
agreements, mortgages or other commitments of HyperDynamics.
4.15 Environmental Matters. HyperDynamics has no
knowledge of any assertion by any governmental agency of other
regulatory authority of any environmental lien or action, or of
any cause for any such lien or action.
4.16 Access to Information Regarding RAM-Z.
HyperDynamics and the HyperDynamics Stockholders acknowledge that
they have been delivered copies of what has been represented to
be documentation containing all material information respecting
RAM-Z and its present and contemplated business operations,
management and other factors, which included but was not limited
to its Form 10 Registration Statement, as amended, its 10-KSB
annual report for the year ended December 31, 1995, and its
quarterly reports on Form 10-QSB for the quarters ended March 31
and June 30, 1996, all of which have been previously filed with
the Securities and Exchange Commission; that they have had a
reasonable opportunity to review such documentation and discuss
it, to the extent desired, with their legal counsel, directors
and executive officers; that they have had, to the extent
desired, the opportunity to ask questions of and receive
responses from the directors and executive officers of RAM-Z, and
with the legal and accounting firms of RAM-Z, with respect to
such documentation; and that to the extent requested, all
questions raised have been answered to their complete
satisfaction.
Section 5
Conduct of HyperDynamics Pending the Closing
HyperDynamics and the HyperDynamics Stockholders agree
that HyperDynamics will conduct itself in the following manner
pending the Closing:
5.1 Certificate of Incorporation and Bylaws. No
change will be made in the Certificate of Incorporation or Bylaws
of HyperDynamics.
5.2 Capitalization, etc. HyperDynamics will not make
any change in its authorized or issued shares of any class,
declare or pay any dividend or other distribution, or issue,
encumber, purchase or otherwise acquire any of its shares of any
class.
5.3 Conduct of Business. HyperDynamics will use its
best efforts to maintain and preserve its business organization,
employee relationships and good will intact, and will not,
without the written consent of RAM-Z, enter into any material
commitments except in the ordinary course of business.
Section 6
Conduct of RAM-Z Pending the Closing
RAM-Z and the RAM-Z Principal Stockholder agree that
RAM-Z will conduct itself in the following manner pending the
Closing:
6.1 Certificate of Incorporation and Bylaws. No
change will be made in the Certificate of Incorporation or Bylaws
of RAM-Z.
6.2 Capitalization, etc. RAM-Z will not make any
change in its authorized or issued common voting stock, declare
or pay any dividend or other distribution, or issue, encumber,
purchase or otherwise acquire any of its common voting stock.
6.3 Conduct of Business. RAM-Z will use its best
efforts to maintain and preserve its business organization,
employee relationships and good will intact, and will not,
without the written consent of HyperDynamics, enter into any
material commitments except in the ordinary course of business.
Section 7
Conditions Precedent to Obligations of HyperDynamics Stockholders
and HyperDynamics
All obligations of the HyperDynamics Stockholders and
HyperDynamics under this Agreement are subject, at their option,
to the fulfillment, before or at the Closing, of each of the
following conditions:
7.1 Representations and Warranties True at Closing.
The representations and warranties of RAM-Z contained in this
Agreement shall be deemed to have been made again at and as of
the Closing and shall then be true in all material respects and
shall survive the Closing.
7.2 Due Performance. RAM-Z shall have performed and
complied with all the terms and conditions required by this
Agreement to be performed or complied with by it before the
Closing.
7.3 Officers' Certificate. The HyperDynamics
Stockholders shall have been furnished with a certificate signed
by the President of RAM-Z, attached hereto as Exhibit G attached
hereto and incorporated herein by reference, dated as of the
Closing, certifying (1) to the effects set out in Sections 6.1
and 6.2; and (2) that since the date of the financial statements
(Exhibit C hereto) there has been no material adverse change in
the financial condition, business or properties of RAM-Z taken as
a whole.
7.4 Opinion of Counsel of RAM-Z. The HyperDynamics
Stockholders shall have received an opinion of counsel for RAM-Z,
dated as of the Closing, to the effect that (1) the
representations of Sections 3.1, 3.2 and 3.12 are correct; (2)
except as specified in the opinion, counsel knows of no
inaccuracy in the representations in 3.5, 3.6 or 3.7; and (3) the
shares of RAM-Z to be issued to the HyperDynamics Stockholders
under this Agreement will, when so issued, be validly issued,
fully paid and non-assessable.
7.5 Assets and Liabilities of RAM-Z. RAM-Z shall have
no assets and liabilities at Closing or shall have made adequate
provision for the payment of all such liabilities, and all costs,
expenses and fees incident to the Agreement shall have been paid.
7.6 Resignations of Present Directors and Executive
Officers and Designation of New Directors and Executive Officers.
The present directors and executive officers of RAM-Z shall have
resigned, in seriatim, and shall have designated the person or
persons designated by the HyperDynamics Stockholders to serve in
their place and stead, until the next respective annual meetings
of the stockholders and Board of Directors of RAM-Z, and until
their respective successors shall be elected and qualified or
until their respective prior resignations or terminations.
Section 8
Conditions Precedent to Obligations of RAM-Z
All obligations of RAM-Z under this Agreement are
subject, at its option, to the fulfillment, before or at the
Closing, of each of the following conditions:
8.1 Representations and Warranties True at Closing.
The HyperDynamics' Stockholders' and HyperDynamics's
representations and warranties contained in this Agreement shall
be deemed to have been made again at and as of the Closing and
shall then be true in all material respects and shall survive the
Closing.
8.2 Due Performance. The HyperDynamics Stockholders
and HyperDynamics shall have performed and complied with all the
terms and conditions required by this Agreement to be performed
or complied with by them before the Closing.
8.3 Officers' and Stockholders' Certificate. RAM-Z
shall have been furnished with a certificate signed by the
President of HyperDynamics, and all of the HyperDynamics
Stockholders who own 10% or more of the outstanding voting
securities of HyperDynamics and who adopt, ratify and approve the
Agreement or their duly authorized representatives, attached
hereto as Exhibit I and incorporated herein by reference, dated
as of the Closing, certifying (1) to the effects set out in
Sections 5.1 and 5.2; and (2) that since the date of the
financial statements (Exhibit E) there has been no material
adverse change in the financial condition, business or properties
of HyperDynamics taken as a whole.
8.4 Opinion of Counsel of HyperDynamics. RAM-Z shall
have received an opinion of counsel for HyperDynamics, dated as
of the Closing, to the effect that (1) the representations of
Sections 4.2, 4.3 and 4.13 are correct; (2) except as specified
in the opinion, counsel knows of no inaccuracy in the
representations in 4.6, 4.7 or 4.8; and (3) the HyperDynamics
Shares to be delivered to RAM-Z under this Agreement will, when
so delivered, have been validly issued, fully paid and non-
assessable, and will be free and clear of any liens or
encumbrances.
8.5 Books and Records. The HyperDynamics Stockholders
or the Board of Directors of HyperDynamics shall have caused
HyperDynamics to make available all books and records of
HyperDynamics, including minute books and stock transfer records;
provided, however, only to the extent requested in writing by
RAM-Z at Closing.
8.6 Revocation of Prior Authorizations. The officers
of HyperDynamics shall have delivered to RAM-Z certified copies
of resolutions of the Board of Directors of HyperDynamics
revoking all prior authorizations, powers of attorney,
designations and appointments relating to the signing of checks,
borrowing of funds, access to corporate safe-deposit boxes and
other similar matters, to the extent requested by RAM-Z.
8.7 Acceptance by HyperDynamics Stockholders. The
terms of this Agreement shall have been accepted by the
HyperDynamics Stockholders who own not less than 80% of the
outstanding voting securities of HyperDynamics as evidenced by
their signatures to this Agreement and Exhibit G.
Section 9
Termination
Prior to Closing, this Agreement may be terminated (1)
by mutual consent in writing; (2) by either the Directors of RAM-
Z or the HyperDynamics Stockholders and HyperDynamics if there
has been a material misrepresentation or material breach of any
warranty or covenant by the other party; or (3) by either the
Directors of RAM-Z or the HyperDynamics Stockholders and
HyperDynamics if the Closing shall not have taken place, unless
adjourned to a later date by mutual consent in writing, by the
date fixed in Section 2.
Section 10
Stockholders' Representative
The HyperDynamics Stockholders hereby irrevocably
designate and appoint Greg J. Micek as their agent and attorney
in fact (the "HyperDynamics Stockholders' Representative") with
full power and authority until the Closing to execute, deliver
and receive on their behalf all notices, requests and other
communications hereunder; to fix and alter on their behalf the
date, time and place of the Closing; to waive, amend or modify
any provisions of this Agreement and to take such other action on
their behalf in connection with this Agreement, the Closing and
the transactions contemplated hereby as such agent deems
appropriate; provided, however, that no such waiver, amendment or
modification may be made if it would decrease the number of
shares to be issued to the HyperDynamics Stockholders under
Section 1.1 hereof or increase the extent of their obligation to
RAM-Z hereunder, unless agreed in writing by the HyperDynamics
Stockholders of HyperDynamics.
Section 11
General Provisions
11.1 Further Assurances. At any time, and from time to
time, after the Closing, each party will execute such additional
instruments and take such action as may be reasonably requested
by the other party to confirm or perfect title to any property
transferred hereunder or otherwise to carry out the intent and
purposes of this Agreement.
11.2 Waiver. Any failure on the part of any party
hereto to comply with any of its obligations, agreements or
conditions hereunder may be waived in writing by the party to
whom such compliance is owed.
11.3 Brokers. Except as otherwise shown in Exhibit J,
each party represents to the other parties hereunder that no
broker or finder has acted for it in connection with this
Agreement, and agrees to indemnify and hold harmless the other
parties against any fee, loss or expense arising out of claims by
brokers or finders employed or alleged to have been employed by
it.
11.4 Notices. All notices and other communications
hereunder shall be in writing and shall be deemed to have been
given if delivered in person or sent by prepaid first-class
registered or certified mail, return receipt requested, as
follows:
If to RAM-Z: 155 East 34th Street, Apt. No. 10A
New York, New York 10016
With a copy to: Leonard W. Burningham, Esq.
455 East 500 South, Suite 205
Salt Lake City, Utah 84111
If to HyperDynamics: 5444 Westheimer, Suite 2080
Houston, Texas 77056
With a copy to: John L. Petersen, Esq.
16755 Ella Blvd., #177
Houston, Texas 77090
If to the HyperDynamics
Stockholders: To the addresses listed on Exhibit
A
11.5 Entire Agreement. This Agreement constitutes the
entire agreement between the parties and supersedes and cancels
any other agreement, representation, or communication, whether
oral or written, between the parties hereto relating to the
transactions contemplated herein or the subject matter hereof.
11.6 Headings. The section and subsection headings in
this Agreement are inserted for convenience only and shall not
affect in any way the meaning or interpretation of this
Agreement.
11.7 Governing Law. This Agreement shall be governed
by and construed and enforced in accordance with the laws of the
State of Delaware, except to the extent pre-empted by federal
law, in which event (and to that extent only), federal law shall
govern.
11.8 Assignment. This Agreement shall inure to the
benefit of, and be binding upon, the parties hereto and their
successors and assigns; provided however, that any assignment by
any party of its rights under this Agreement without the prior
written consent of the other parties shall be void.
11.9 Counterparts. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute
one and the same instrument.
11.10 News Releases and Current Reports. The newly
designated directors and executive officers of RAM-Z shall timely
file an 8-K Current Report with the Securities and Exchange
Commission reporting the transactions contemplated by this
Agreement, and RAM-Z, the RAM-Z Principal Stockholder and such
newly designated directors and executive officers shall jointly
issue a public News Release of detailing the terms and provisions
hereof.
11.11 Covenant Against Reverse Splits. HyperDynamics
and the HyperDynamics Stockholders understand and agree that the
sole reason for the RAM-Z Principal Stockholder's desire to enter
into this Agreement is the potential value that HyperDynamics may
give to the shares of common stock of RAM-Z he will retain
ownership of following the Closing hereof. Accordingly,
HyperDynamics and the HyperDynamics Stockholders agree not to
effect a reverse split of the outstanding shares of common stock
of RAM-Z for a period of two years following such Closing,
without the prior written consent of the RAM-Z Principal
Stockholder, and further agree not to contest the ownership or
fully-paid status of any of the shares of common stock of RAM-Z
in which the RAM-Z Principal Stockholder retains ownership
following the Closing hereof, hereby stipulating that such shares
are fully paid and lawfully issued for any such purpose. In the
event of any such reverse split during this two year period
without such prior written consent, the RAM-Z Principal
Stockholder shall be entitled to have the remaining shares then
owned by him appropriately adjusted upward, as though such
reverse split had not occurred, as liquidated damages.
IN WITNESS WHEREOF, the parties have executed this
Agreement and Agreement of Reorganization effective the day and
year first above written.
RAM-Z ENTERPRISES, INC.
By:/ss/Gregory Aurre
------------------------------
President
HYPERDYNAMICS CORPORATION
By:/ss/Greg J. Micek
------------------------------
President
By:/ss/John L. Petersen, Esq.*
*With respect to exchanging his option to acquire HyperDynamics
Shares for shares of common voting stock of RAM-Z only.
AGREEMENT AND PLAN OF REORGANIZATION
COUNTERPART SIGNATURE PAGE
This Counterpart Signature Page for that certain
AGREEMENT AND PLAN OF Reorganization (the "Agreement") dated as
of the 15th day of August, 1996, among RAM-Z Enterprises, Inc., a
Utah corporation ("RAM-Z"); Gregory Aurre (the "RAM-Z Principal
Stockholder"); HyperDynamics Corporation, a Texas corporation
("HyperDynamics"); and certain stockholders of HyperDynamics who
are signatories thereto is executed by the undersigned, a
stockholder of HyperDynamics as of the date first written above.
The undersigned, through execution and delivery of this
Counterpart Signature page, intends to be legally bound by the
terms of the Agreement.
by:/ss/ Gregory Aurre
- ---------------------------
155 East 34th Street, Apt. 10A
New York, New York 10016
HYPERDYNAMICS CORPORATION
AGREEMENT AND PLAN OF REORGANIZATION
COUNTERPART SIGNATURE PAGE
For Value Received the Undersigned, acting in his capacity as the record
owner of the number of shares indicated of the $0.01 par value common stock of
HyperDynamics Corporation, a Texas Corporation (the "Company"), hereby joins
in and executes the Agreement and Plan of Reorganization between RAM-Z
Enterprises, Inc., a Delaware corporation, the Company and all of the
Shareholders of the Company dated as of August 15, 1996.
The undersigned hereby grants a Special Limited Power of Attorney to the
duly authorized officers of the Company and constitutes and appoints such
officers as his true and lawful Attorney-in-Fact with full power and authority
to act in his name, place and stead to execute, acknowledge and swear to the
Agreement and Plan of Reorganization on his behalf if, as and when such
agreement is executed by the Company.
Such officers of the Company are also specifically authorized and
empowered to attach this Counterpart Signature Page to the executed Agreement
and Plan of Reorganization with the same force and legal effect as would
obtain if the undersigned had personally performed such act. The Power of
Attorney granted hereby shall be deemed to be a power coupled with an
interest, which is irrevocable and shall survive the death, incompetency or
incapacity of the undersigned.
Dated: August 15th, 1996 100,000 shares
by:/ss/Lewis E. Ball
--------------------------------
6122 Valley Forge
Houston, Texas 77057
Dated: August 20th, 1996 4,000 shares
by:/ss/Willie R. Blair
--------------------------------
3541 Dreyfus
Houston, Texas 77021
Dated: August 15th, 1996 251,000 shares
by:/ss/A. F. Click III
--------------------------------
701 N. Post Oak Blvd. #675
Houston, Texas 77024
Dated: August 15th, 1996 45,000 shares
by:/ss/W. Scott Fhoy
--------------------------------
President, FYJIGIM, Inc.
P. O. Box 27701, Dept. 191
Houston, Texas 77227
Dated: August 20th, 1996 10,000 shares
by:/ss/Franklin J. Harberg, Jr.
--------------------------------
Trustee
11 Greenway Plaza, Suite #2100
Houston, Texas 77046-1104
Dated: August 15th, 1996 150,000 shares
by:/ss/ Tarrant Hancock
--------------------------------
1301 C. Potomac Drive
Houston, Texas 77057
Dated: August 15th, 1996 100,000 shares
by:/ss/Robert Hill
--------------------------------
1323 Saxony
Houston, Texas 77058
Dated: August 15th, 1996 290,000 shares
by:/ss/Robert J. Hill
--------------------------------
5444 Westheimer, Suite #2080
Houston, Texas 77056
Dated: August 15th, 1996 251,000 shares
by:/ss/Susanne Jackson
--------------------------------
Houston Creative Connection
Management Incentive Plan
701 North Post Oak, Suite #675
Houston, Texas 77024
Dated: August 15th, 1996 39,500 shares
by:/ss/J. B. Benson, Director
--------------------------------
Huggermugger, Ltd.
P. O. Box 2097
Georgetown,
Grand Cayman, B.W.I.
Dated: August 15th, 1996 1,600,000 shares
by:/ss/Susanne Jackson
--------------------------------
4505 Brockwood
Houston, Texas 77002
Dated: August 15th, 1996 135,000 shares
by:/ss/David M. Klausmeyer
--------------------------------
288 Litchfield Lane
Houston, Texas 77024
Dated: August 20th, 1996 25,000 shares
by:/ss/Jack B. Manning
--------------------------------
5847 San Felipe, Suite #1500
Houston, Texas 77057
Dated: August 21st, 1996 15,000 shares
Manus, Inc.
by:/ss/Raymond R. Reese, M.D.
--------------------------------
by:/ss/Daniel D. Dugi, Jr., M.D.
--------------------------------
P. O. Box 1006
Cureo, Texas 77954
Dated: August 15th, 1996 600,000 shares
by:/ss/Greg J. Micek
--------------------------------
5444 Westheimer, Suite #2080
Houston, Texas 77056
Dated: August 15th, 1996 5,750 shares
by:/ss/Maureen Michelsen
--------------------------------
Maureen Michelsen C/F Allyse Y. Michelsen
9700 Leawood, #1214
Houston, Texas 77099
Dated: August 20th, 1996 10,000 shares
by:/ss/Richard Edwin Pitts
---------------------------------
7710 Beechnut, Suite 100
Houston, Texas 77074
Dated: August 15th, 1996 45,000 shares
by:/ss/Celia L. Segall, Trustee
---------------------------------
Alex Segall Family Trust
1201 McDuffie #178
Houston, Texas 77019
Dated: August 15th, 1996 20,000 shares
by:/ss/Charles V. Serafino
---------------------------------
14738 Cindywood
Houston, Texas 77079
Dated: August 15th, 1996 10,000 shares
by:/ss/Helen H. Silvey
---------------------------------
5227 Cripple Creek Court
Houston, Texas 77017
Dated: August 15th, 1996 135,000 shares
by:/ss/David Strawn
---------------------------------
11440 W. Bernardo Court #300
San Diego, California 92127
Dated: August 20th, 1996 45,000 shares
by:/ss/Don Tekell, Vice President
---------------------------------
NationsBank of Texas, N.A. Trustee
Thompson Family Trust
100 North Main
Corsicana, Texas 75110
Dated: August 15th, 1996 480,000 shares
by:/ss/Kent P. Watts
----------------------------------
3112 Heritage Green Drive
Rowland, Texas 77581
Dated: August 15th, 1996 120,000 shares
by:/ss/Michael E. Watts
----------------------------------
2858 S. Loop West, Suite #103
Houston, Texas 77054
EXHIBIT A
Shareholders Post Reorganization Shares
Lewis Ball 100,000
6122 Valley Forge
Houston, Texas 77054-1154
Willie Blair 4,000
2858 S. Loop West, Suite 103
Houston, Texas 77054
Troy Click 251,000
701 North Post Oak, Suite 675
Houston, Texas 77024
Dr. Yogesh Chand Dhingra 15,000
4304 N. Laurent
Victoria, Texas 77901
Dr. George C. Dewey 20,000
1607 N. Main Street
Victoria, Texas 77901
FYJIGIM 45,000
P. O. Box 27701, Dept. 191
Houston, Texas 77227
Ruth E. Flournoy 20,000
6014 Deerwood
Houston, Texas 77057
Franklin J. Harberg, Jr. Trustee 10,000
11 Greenway Plaza, Suite 2100
Houston, Texas 77046-1104
Mr. & Mrs. Horacio Herzberg 10,000
1125 Park Avenue, #118
New York, New York 10128
Tarrant Hancock 150,000
5444 Westheimer, Suite #2080
Houston, Texas 77056
Robert Hill 100,000
1323 Saxony
Houston, Texas 77058
Robert J. Hill 290,000
5444 Westheimer, Suite #2080
Houston, Texas 77058
Houston Creative Connection 251,000
Management Incentive Plan
701 North Post Oak, Suite #675
Houston, Texas 77024
Huggermugger, Ltd. 39,500
P. O. Box 923
Grand Cayman, B.W.I.
Susanne & David Jackson 1,600,000
4505 Brockwood
Houston, Texas 77002
David M. Klausmeyer 135,000
10878 Westheimer, Suite 178
Houston, Texas 77042
V. Michael McGuire 10,000
C/O Alliance Securities, Inc.
47 West 200 South, suite #101
Salt Lake City, Utah 84101
Jack Manning 25,000
5847 San Felipe, Suite 1500
Houston, Texas 77057
Manus, Inc. 15,000
P. O. Box 1008
Cuero, Texas 77954
Greg J. Micek 600,000
5444 Westheimer, Suite #2080
Houston, Texas 77058
Maureen Michelsen 5,750
C/F Allyse Y. Michelsen
9700 Leawood, #1214
Houston, Texas 77099
Maureen Michelsen 5,750
C/F Chelsey A. Michelsen
9700 Leawood, #1214
Houston, Texas 77099
R. Edwin Pitts, M.D. 10,000
7710 Beechnut, Suite #100
Houston, Texas 77074
Alex Segall Family Trust 45,000
1201 McDuffie, #178
Houston, Texas 77019
Charles V. Serafino 20,000
10777 West, #1075
Houston, Texas 77042
Helen Silvey 10,000
5227 Cripple Creek Court
Houston, Texas 77017
David R. Strawn 135,000
11440 W. Bernardo Court, #300
San Diego, California 92127
Thompson Family Trust 45,000
NationsBank of Texas, N.A., Trustee
100 North Main Street
Corsicana, Texas 75110
Karen D. Walker 10,000
Isabella Court, #25
Houston, Texas 77011
Kent Watts 480,000
2656 S. Loop West, Suite #103
Houston, Texas 77054
Mike Watts 120,000
2656 S. Loop West, Suite #103
Houston, Texas 77054
EXHIBIT B
CONSULTANTS COMPENSATION AGREEMENT NO. 1
THIS CONSULTANTS COMPENSATION AGREEMENT (the "Plan") is made this
6th day of August, 1996, among RAM-Z Enterprises, Inc., a Delaware
corporation ("RAM-Z"); and John Malone, CPA; John L. Petersen, Esq.; W. Scott
Thompson; David M. Klausmeyer; David R. Strawn, Esq.; and Mike Watts, who have
executed and delivered this Plan by the execution and delivery of the
Counterpart Signature Pages which are designated as Exhibits "B" through "H"
hereof (collectively, the "Consultants").
WHEREAS, the Board of Directors of RAM-Z has adopted a Consultants
Compensation Agreement for compensation of seven individual Consultants who
are natural persons; and
WHEREAS, RAM-Z intends to engage the Consultants to provide
services solely at the request of and subject to the satisfaction of its
President, and intends to avail itself of the services of the Consultants
during the term hereof; and
WHEREAS, the Consultants wish to provide services solely at the
request and subject to the approval of the President of RAM-Z; and
WHEREAS, a general description of the nature of the services to be
performed by the Consultants and the maximum value of such services under this
Plan are listed in the Counterpart Signature Pages; and
WHEREAS, RAM-Z and the Consultants intend that this Plan shall be
a "written compensation agreement" as defined in Rule 405 of the Securities
and Exchange Commission ("Commission") pursuant to which RAM-Z may issue
"freely tradeable" shares of its common stock as payment for services to be
rendered pursuant to an S-8 Registration Statement to be filed with the
Commission by RAM-Z;
NOW, THEREFORE, in consideration of the mutual covenants and
promises contained herein, it is agreed:
Section 1
Compensation Plan
1.1 Employment. RAM-Z hereby employs the Consultants and the
Consultants hereby accept such employment, subject to the written request of
the Company's President, and agree to perform the services requested solely by
the President of RAM-Z to his satisfaction during the term hereof. The
services to be performed by the Consultants hereunder shall be personally
rendered by the Consultants, and no one acting for or on behalf of the
Consultants, except those persons normally employed by the Consultants in
rendering services to others, such as secretaries, bookkeepers and the like.
1.2 Independent Contractors. All services to be rendered by the
Consultants hereunder are being rendered as independent contractors, and the
Consultants shall be liable for any FICA taxes, withholding or other similar
taxes or charges, and the Consultants shall indemnify and hold RAM-Z harmless
therefrom; it is understood and agreed that the value of all such items has
been taken into account by the Consultants in computing the billable rate for
the services the Consultants have agreed to render to RAM-Z.
1.3 Term. All services to be performed at the request of RAM-Z
by the Consultants shall be performed within 30 days from the date hereof,
subject to the receipt of the President's written request to perform such
services, at which time this Plan shall terminate, unless otherwise provided
herein; provided, however, that with respect to the Option Shares as defined
in Paragraph 1.5 hereof, this Plan shall remain in full force and effect until
all of the Option Shares have been issued or the Options granted hereunder
shall have expired.
1.4 Payment. Except as provided in Section 1.5 hereof, RAM-Z
and certain of the Consultants agree that RAM-Z shall pay the invoices of the
Consultants for the services performed under this Plan by the issuance of
shares of its common stock at a price of $0.01 per share (the "Compensation
Shares"); provided, however, such Compensation Shares shall be issued pursuant
to and shall be subject to the filing and effectiveness of a Registration
Statement on Form S-8 covering such shares with the Commission.
1.5 Grant of Option. Mike Watts is hereby granted (i) an option
to acquire 100,000 shares of common stock at a price of $0.75 per share, all
or any part of which option may be exercised for a period of 60 days from the
Effective Date of the Plan, as defined herein; and (ii) an option to acquire
75,000 shares of common stock at a price of $1.00 per share, all or any part
of which option may be exercised for a period of 90 days from the Effective
Date of the Plan (collectively, the "Options"). The Options shall be
exercised by payment of a cashier's check for the number of shares to be
acquired to the Company at the address shown in Paragraph 6.2 herein. Except
as otherwise stated herein, the terms of this Plan shall govern the shares
subject to the Options (the "Option Shares") to the same extent as the
Compensation Shares.
1.6 Invoices for Services. On the completion of rendering the
services to be performed by the Consultants hereunder in consideration of
Compensation Shares, each of the Consultants shall provide RAM-Z with a
written invoice detailing the services duly performed. Such invoice shall be
paid by RAM-Z in accordance with Section 1.4 above, subject to the
satisfaction of the President of RAM-Z that the services have been performed,
and to the extent performed, that the performance was in a satisfactory
manner. The submission of an invoice for the services performed by each of
the Consultants shall be deemed to be a subscription by the respective
Consultants to purchase Compensation Shares at the price outlined in Section
1.4 above, subject only to the filing and effectiveness of a Registration
Statement on Form S-8 covering such shares with the Commission.
1.7 Limitation on Services. None of the services to be rendered
by the Consultants and paid for by the issuance of shares of common stock of
RAM-Z shall be services related to any "capital raising" transaction.
1.8 Delivery of Compensation Shares. On submission of an
invoice for services actually performed by the respective Consultants, and
duly verified to the satisfaction of RAM-Z, and subject to the filing and
effectiveness of a Registration Statement on Form S-8 of the Commission
covering the Compensation Shares, one or more stock certificates representing
such Compensation Shares shall be delivered to the respective Consultants at
the addresses listed on the Counterpart Signature Pages, unless another
address shall be provided to RAM-Z in writing prior to the issuance of such
shares.
1.9 Delivery of Option Shares. On submission of payment for the
number of Option Shares to be purchased, and subject to the filing and
effectiveness of a Registration Statement on Form S-8 of the Commission
covering the Option Shares, one or more stock certificates representing such
Option Shares shall be delivered to Mike Watts at the address listed on
Exhibit "H" hereof, unless another address shall be provided to RAM-Z in
writing prior to the issuance of such shares.
1.10 Adjustments in the Number of Shares of Common Stock and
Price Per Share. RAM-Z and the Consultants agree that the per share price of
shares of Compensation Shares and Option Shares that may be issued by RAM-Z to
the Consultants for services performed under this Plan has been arbitrarily
set; however, in the event RAM-Z shall undergo a merger, consolidation,
reorganization, recapitalization, declare a stock dividend of its shares of
common stock or cause to be implemented a forward or reverse stock split which
affects the present number of issued and outstanding shares of common stock of
RAM-Z prior to the issuance of shares to the Consultants, that the per share
price and the number of Option Shares and/or Compensation Shares issuable to
the Consultants for services actually rendered hereunder after such event
shall be appropriately adjusted to reflect any such event.
1.11 Effective Date. The Effective Date of the Plan for each of
the Consultants shall be the date set forth on the respective Counterpart
Signature Pages.
Section 2
Representations and Warranties of RAM-Z
RAM-Z represents and warrants to, and covenants with, the
Consultants as follows:
2.1 Corporate Status. RAM-Z is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware
and is licensed or qualified as a foreign corporation in all states in which
the nature of its business or the character or ownership of its properties
makes such licensing or qualification necessary.
2.2 Compensation Plan. The Board of Directors of RAM-Z has duly
adopted a Compensation Plan as defined in Rule 405 of the Commission pursuant
to which RAM-Z may issue "freely tradeable" shares of its common stock as
payment for services rendered, subject to the filing and effectiveness of an
S-8 Registration Statement to be filed with the Commission by RAM-Z.
2.3 Registration Statement on Form S-8. RAM-Z shall engage the
services of a competent professional to prepare and file a Registration
Statement on Form S-8 with the Commission to cover the Compensation Shares and
Option Shares to be issued under the Plan; shall cooperate with such
professional in every manner whatsoever to the extent reasonably required or
necessary so that such Registration Statement shall be competently prepared,
which such Registration Statement shall not contain any untrue statement of a
material fact or omit to state a material fact necessary in order to make the
statements made therein, in light of the circumstances under which they were
made, not misleading, and which such Registration Statement shall become
effective immediately upon its filing; such Registration Statement shall be
prepared at the sole cost and expense of RAM-Z; and RAM-Z will provide to the
Consultants prior to the issuance and delivery of any such shares of common
stock a copy of such Registration Statement, the Compensation Plan adopted by
its Board of Directors, all quarterly, annual or current reports or other
documents incorporated by reference into such Registration Statement and any
other similar reports filed or publicly disseminated following the effective
date of any such Registration Statement.
2.4 Federal and State Securities Laws, Rules and Regulations.
RAM-Z shall fully comply with any and all federal or state securities laws,
rules and regulations governing the issuance of any such shares of common
stock.
2.5 Limitation on Services. RAM-Z shall not request the
Consultants to perform any services in connection with any "capital raising"
transaction under this Plan.
2.6 Reports With the Commission. RAM-Z is required to file
reports with the Commission pursuant to Section 13 of the Securities Exchange
Act of 1934, as amended (the "1934 Act"), and RAM-Z has or will file with the
Commission all reports required to be filed by it forthwith, and such reports
are or will be true and correct in every material respect; and RAM-Z will
continue to comply with these reporting requirements and keep such reports
current so long as any of the Compensation Shares or Option Shares remain to
be issued hereunder.
2.7 Corporate Authority and Due Authorization. RAM-Z has full
corporate power and authority to enter into this Plan and to carry out its
obligations hereunder. Execution of this Plan and performance by RAM-Z
hereunder have been duly authorized by all requisite corporate action on the
part of RAM-Z, and this Plan constitutes a valid and binding obligation of
RAM-Z and performance hereunder will not violate any provision of the Articles
of Incorporation, Bylaws, agreements, mortgages or other commitments of RAM-Z.
Section 3
Representations and Warranties of the Consultants
Each of the Consultants represents and warrants to, and covenants
with, RAM-Z as follows:
3.1 Employment. Each of the Consultants hereby accepts
employment by RAM-Z, and agrees to perform the services only as requested by
the President of RAM-Z and to his satisfaction during the term hereof. The
services to be performed by the Consultants hereunder shall be personally
rendered by the Consultants, and no one acting for or on behalf of the
Consultants.
3.2 Sophisticated Investors. Each of the Consultants represents
and warrants that, by reason of income, net assets, education, background and
business acumen, the Consultants have the experience and knowledge to evaluate
the risks and merits attendant to an investment in shares of common stock of
RAM-Z, either singly or through the aid and assistance of a competent
professional, and are fully capable of bearing the economic risk of loss of
the total investment of services.
3.3 Suitability of Investment. Prior to the execution of this
Plan, each of the Consultants shall have provided the services outlined in the
respective Counterpart Signature Pages to RAM-Z, and the Consultants, singly,
or through the advice of a competent professional, fully believe that an
investment in shares of common stock of RAM-Z is a suitable investment for the
Consultants.
3.4 Limitation on Services. None of the services to be rendered
by the Consultants and paid for by the issuance of shares of common stock of
RAM-Z shall be services related to any "capital raising" transaction.
3.5 Authority and Authorization. Each of the Consultants has
full power and authority to enter into this Plan and carry out the obligations
hereunder. Execution of this Plan and performance by the Consultants
hereunder constitutes a valid and binding obligation of the Consultants and
performance hereunder will not violate any other agreement to which any of the
Consultants is a party.
Section 4
Indemnity
RAM-Z and the Consultants agree to indemnify and hold the other
harmless for any loss or damage resulting from any misstatement of a material
fact or omission to state a material fact by the other contained herein or
contained in the S-8 Registration Statement of RAM-Z to be filed hereunder, to
the extent that any misstatement or omission contained in the Registration
Statement was based upon information supplied by the other.
Section 5
Termination
Prior to the written request of the President of RAM-Z to perform
the services covered hereby, and the actual performance of services hereunder,
this Plan may be terminated (i) by mutual consent of RAM-Z and the respective
Consultants in writing; or (ii) by either the Directors of RAM-Z or the
respective Consultants if there has been a material misrepresentation or
material breach of any warranty or covenant by the other party. This Plan
shall automatically terminate at the expiration of the term hereof, provided,
however, all representations and warranties shall survive the termination
hereof; provided, further, however, that any obligations of RAM-Z (i) to pay
for any services actually rendered by the Consultants hereunder; and (ii) to
sell the Option Shares in the event that the Options are exercised in whole or
in part, shall survive any such termination.
Section 6
General Provisions
6.1 Further Assurances. At any time, and from time to time,
after the execution hereof, each party will execute such additional
instruments and take such action as may be reasonably requested by the other
party to carry out the intent and purposes of this Plan.
6.2 Notices. All notices and other communications hereunder
shall be in writing and shall be deemed to have been given if delivered in
person or sent by prepaid first-class registered or certified mail, return
receipt requested, as follows:
If to RAM-Z: RAM-Z Enterprises, Inc.
155 East 34th Street, #10A
New York, New York 10016
If to Consultants: The addresses listed on the
Counterpart Signature Pages
6.3 Entire Agreement. This Plan constitutes the entire
agreement between the parties and supersedes and cancels any other agreement,
representation, or communication, whether oral or written, between the parties
hereto relating to the transactions contemplated herein or the subject matter
hereof.
6.4 Headings. The section and subsection headings in this Plan
are inserted for convenience only and shall not affect in any way the meaning
or interpretation of this Plan.
6.5 Governing law. This Plan shall be governed by and construed
and enforced in accordance with the laws of the State of Delaware, except to
the extent pre-empted by federal law, in which event (and to that extent
only), federal law shall govern.
6.6 Assignment. Neither RAM-Z nor the Consultants can assign
any rights, duties or obligations under this Plan, and in the event of any
such assignment, such assignment shall be deemed null and void.
6.7 Counterparts. This Plan may be executed simultaneously in
one or more counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Plan effective
the day and year first above written.
EXHIBIT "A"
CONSULTANTS COMPENSATION AGREEMENT NO. 1
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultants
Compensation Agreement No. 1 among RAM-Z Enterprises, Inc. and the respective
Consultants is executed as of the date set forth hereinbelow.
RAM-Z ENTERPRISES, INC., a Delaware
corporation
By:/ss/Gregory Aurre
------------------------
President
EXHIBIT "B"
CONSULTANT COMPENSATION AGREEMENT NO. 1
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultants
Compensation Agreement No. 1 among RAM-Z and the undersigned Consultant is
executed as of the date set forth hereinbelow.
Consultant:
by:/ss/John Malone, CPA
-----------------------
5444 Westheimer, #2080
Houston, Texas 77056
Dated: 8/27/96
Maximum Value
of Services
General Description of Services to be Performed
Accounting and corporate $250
management services.
Consultant:
by:/ss/John L. Petersen, Esq.
-----------------------------
16755 Ella Blvd., #177
Houston, Texas 77090
Dated: 8/15/96
Maximum Value
of Services
General Description of Services to be Performed
Legal services. $250
Consultant:
by:/ss/David M. Klausmeyer
---------------------------
10878 Westheimer, #178
Houston, Texas 77042
Dated:
Maximum Value
of Services
General Description of Services to be Performed
Non-capital raising financial $1,021.50
consulting services.
Consultant:
by:/ss/David R. Strawn, Esq.
-----------------------------
11440 W. Bernardo Court, #300
San Diego, California 92127
Dated:
Maximum Value
of Services
General Description of Services to be Performed
Legal services. $2,043
Consultant:
by:/ss/Mike Watts
--------------------------
2656 South Loop West, #103
Houston, Texas 77054
Dated: 8/22/96
Maximum Value
of Services
General Description of Services to be Performed
Non-capital raising financial $10 (option to acquire 100,000
consulting services. shares at $0.75 per share)
$10 (option to acquire 75,000
shares at $1.00 per share)
<PAGE>
EXHIBIT C
RAM-Z ENTERPRISES, INC.
FINANCIAL STATEMENTS
December 31, 1995 and 1994
<PAGE>
Jones, Jensen & Company
(letterhead)
INDEPENDENT AUDITOR'S REPORT
Board of Directors
Ram-Z Enterprises, Inc.
(A Development Stage Company)
New York City, New York
We have audited the accompanying balance sheets of Ram-Z
Enterprises, Inc. (a development stage company) as of December 31,
1995 and 1994 and the related statements of operations,
stockholders' equity and cash flows for the years ended December
31, 1995, 1994 and 1993, and from Inception on July 29, 1983
through December 31, 1995. These financial statements are the
responsibility of the Company's management. Our responsibility is
to express an opinion on these financial statements based on our
audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Ram-Z
Enterprises, Inc. (a development stage company) as of December 31,
1995 and 1994 and the results of its operations and its cash flows
for the years ended December 31, 1995, 1994 and 1993 and from
inception on July 29, 1983 through December 31, 1995, in conformity
with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming
the Company will continue as a going concern. As discussed in Note
3 to the financial statements, the Company has suffered recurring
losses from operations and has no established source of revenue.
This raises substantial doubt about its ability to continue as a
going concern. Management's plans in regard to these matters are
also described in Note 3. The financial statements do not include
any adjustments that might result from the outcome of this
uncertainty.
Jones, Jensen & Company
March 20, 1996
<PAGE>
ASSETS
<TABLE>
December 31,
1995 1994
CURRENT ASSETS
<S> <C> <C>
Cash $ - $ -
Total Current Assets - -
TOTAL ASSETS $ - $ -
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 1,628 $ -
Total Current Liabilities 1,628 -
Total Liabilities 1,628 -
STOCKHOLDERS' EQUITY
Stock authorized 50,000,000 common
shares at $0.001 par value;
50,000,000 and 50,000,000
common shares issued and
outstanding, respectively 50,000 50,000
Additional paid-in capital 108,503 99,245
Deficit accumulated during the
development stage (160,129) (149,245)
Total Stockholders' Equity (1,626) -
TOTAL LIABILITIES AND STOCKHOLDERS
EQUITY $ - $ -
The accompanying notes are an Integral part of these financial
statements
</TABLE>
Ram-Z Enterprises, Inc.
(A Development Stage Company)
Statement of Operations
<TABLE>
From
Inception on
July, 29, 1983
Through
For the Years Ended December 31, December 31,
1995 1994 1993 1995
<S> <C> <C> <C> <C>
Revenues $ - $ - $ - $ -
Expenses $(10,884) - - (10,884)
NET LOSS FROM
DISCONTINUED
OPERATION - (42,350) - (149,245)
NET (LOSS) $(10,884) $(42,350) $ - $(160,129)
NET INCOME (LOSS) PER
SHARE $ 0.00 $ 0.00 $ 0.00
WEIGHTED AVERAGE
SHARES OUTSTANDING 50,000,000 33,972,113 7,650
The accompanying notes are an integral part of these financial
statement
</TABLE>
Ram-Z Enterprises, Inc.
(A Development Stage Company)
Statements of Stockholders' Equity
<TABLE>
Deficit
Accumulated
Additional During the
Common Stock Paid-in Development
Shares Amount Capital Stage
<S> <C> <C> <C> <C>
Balance at inception
on July 29, 1983 - $ - $ - $ -
Issuance of common
stock at $0.0038
per share 2,650,000 2,650 7,350 -
Net loss for the year
ended December 31, 1983 - - - (2,469)
Balance at December 31
1983 2,650,000 2,650 7,350 (2,469)
Issuance of common
stock at $0.02 per
share 5,000,000 5,000 91,895 -
Net loss for the
year ended December
31, 1984 - - - (7,065)
Balance at December
31, 1984 7,650,000 7,650 99,245 (9,534)
Net loss for the
year ended December
31, 1985 - - - (97,361)
Balance at December
31, 1985 7,650,000 7,650 99,245 (106,895)
Net loss for the year
ended December 31,
1986 - - - -
Balance at December
31, 1986 7,650,000 7,650 99,245 (106,895)
Net loss for the year
ended December 31,
1987 - - - -
Balance at December
31, 1987 7,650,000 7,650 99,245 (106,895)
Net loss for the year
ended December 31,
1988 - - - -
Balance at December
31, 1988 7,650,000 7,650 99,245 (106,895)
Net loss for the year
ended December 31,
1989 - - - -
Balance at December
31, 1989 7,650,000 7,650 99,245 (106,895)
Net loss for the year
ended December 31,
1990 - - - -
Balance at December
31, 1990 7,650,000 7,650 99,245 (106,895)
Net loss for the year
ended December 31,
1991 - - - -
Balance at December
31, 1991 7,650,000 7,650 99,245 (106,895)
Net loss for the year
ended December 31,
1992 - - - -
Balance at December
31, 1992 7,650,000 7,650 99,245 (106,895)
Net loss for the year
ended December 31,
1993 - - - -
Balance at December
31, 1993 7,650,000 7,650 99,245 (106,895)
Issuance of common
stock on April 21,
1994 for services
rendered at $0.001
per share 10,000,000 10,000 - -
Issuance of common
stock on May 18,
1994 for services
rendered at $0.001
per share 32,350,000 32,350 - -
Net loss for the year
ended December 31,
1994 - - - (42,350)
Balance at December
31, 1994 50,000,000 50,000 99,245 (149,245)
Services paid for
by shareholder - - 9,258 -
Net loss for the year
ended December 31,
1995 - - - (10,884)
Balance at December
31, 1995 50,000,000 50,000 108,503 (160,129)
The accompanying notes are an integral part of these financial
statements.
</TABLE>
Ram-Z Enterprises, Inc.
(A Development Stage Company)
Statements of Cash Flows
<TABLE>
From
Inception on
July 29, 1983
Through
For the Years Ended December 31, December 31,
1995 1994 1993 1995
OPERATING ACTIVITIES
<S> <C> <C> <C> <C>
Loss from operations $(10,884) $(42,350) $ - $(160,129)
Adjustments to reconcile
net earnings (loss) to
net cash provided by
(used in) operating
activities:
Common stock issued for
services rendered - 42,350 - 42,350
Expenses paid by
shareholder 9,258 - - 9,258
Increase (decrease)
in accounts payable 1,626 - - 1,626
Net cash Used by
Operating Activities - - - (106,895)
INVESTING ACTIVITIES - - - -
Net cash Used by
Investing Activities - - - -
FINANCING ACTIVITIES
Issuance of common stock - - - 106,895
Net Cash Provided by
Financing Activities - - - 106,895
Increase in cash - - - -
Cash at Beginning of Year - - - -
Cash at end of Year $ - $ - $ - $ -
Supplemental Cash Flows
information
Interest $ - $ - $ - $ -
Income tax - - - -
</TABLE>
The accompanying notes are an integral part of these financial
statements.
NOTE 1-SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. Organization
The financial statements presented are those of Ram-Z Enterprises,
Inc. ( a development stage company). The Company was incorporated
under the laws of the State of Utah on July 29, 1983.
On April 21, 1994, the Board of Directors caused to be incorporated
in the State of Delaware, a new corporation, with the same name,
with the specific intent of effecting a merger between Ram-Z
Enterprises, Inc of Delaware and Ram-Z Enterprises, Inc. of Utah,
for the sole purpose of changing the domicile of the Company to the
state of Delaware. On May 20, 1994, Ram-Z Enterprises, Inc. (Utah)
and the newly formed Ram-Z Enterprises, Inc. (Delaware) executed a
merger agreement whereby the shareholders of Ram-Z Enterprises,
Inc. (Utah) exchanged all of their issued and outstanding shares of
common stock for an equal number of shares of Ram-Z Enterprises,
Inc. (Delaware) common stock, Ram-Z Enterprises, Inc. (Delaware)
was the surviving corporation and Ram-Z Enterprises, Inc. (Utah)
was dissolved.
The Company is currently seeking business opportunities believed to
hold a potential for profit. The Company has not presently
identified a specific business area of direction that is will
follow. Therefore, principal operations have not yet begun.
B. Accounting Method
The Company's financial statements are presented using the accrual
method of accounting. The Company has elected a December 31, year
end.
C. Loss Per Share
The computations of loss per share of common stock are based on the
weighted average number of shares outstanding at the date of the
financial statements.
D. Provision for Taxes
At December 31, 1995, the Company had net operating loss
carryforwards totaling approximately $160,000 that may be offset
against future taxable income through 2010. No tax benefit has
been reported in the 1995 financial statements, because the Company
believes there is a 50% or greater chance the carryforward will
expire unused. Accordingly, the potential tax benefits of the loss
carryforward are offset by a valuation allowance of the same
amount.
E. Other Significant Accounting Policies
Additional accounting policies will be determined when principle
operations begin.
NOTE 2-STOCK TRANSACTIONS
On April 21, 1994 and May 18, 1994, 10,000,000 and 32,350,000
shares of common stock, respectively, were issued for $0.001 per
share. These shares were issued at par value to related parties
for services rendered on the Company's behalf.
NOTE 3-GOING CONCERN
The Company's financial statements are prepared using the generally
accepted accounting principles applicable to a going concern which
contemplates the realization of assets and liquidation of
liabilities in the normal course of business. However, the Company
has no current source of revenue. Without realization of
additional capital, it would be unlikely for the Company to
continue as a going concern. It is management's plan to seek
additional capital through a merger with an existing operating
company. In the interim, shareholders of the Company have
committed to meeting its minimal operating expenses.
NOTE 4-DISCONTINUED OPERATIONS
In 1994 the Company issued shares of its common stock to related
parties for services rendered in connection with discontinuing its
prior operations and preparing the Company to seek new business
opportunities. Accordingly, those costs are charged to the net
loss from discontinued operations.
EXHIBIT C-1
RAM-Z ENTERPRISES, INC.
FINANCIAL STATEMENTS
June 30, 1996
Jones, Jensen & Company
(Letterhead)
INDEPENDENT AUDITORS' REPORT
August 6, 1996
The Board of Directors
Ram-Z Enterprises, Inc.
(A Development Stage Company)
New York City, New York
The accompanying balance sheet as of June 30,1996, and the related
statements of operations, stockholders' equity (deficit), and cash
flows for the three months and six months ended June 30, 1996 and
1995 and from inception on July 29,1983 through June 30, 1996 were
not audited by us and, accordingly, we do not express an opinion on
them.
The accompanying balance sheet as of December 31,1995 was audited
by us and we expressed an unqualified opinion on it in our report
dated March 20, 1996.
RAM-Z ENTERPRISES, INC.
(A Development Stage Company)
Balance Sheets
<TABLE>
June 30, December 31,
1996 1995
(Unaudited)
CURRENT ASSETS
<S> <C> <C>
Cash $ - $ -
Total Current Assets - -
TOTAL ASSETS $ - -
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 7,741 $ 1,626
Total Current Liabilities 7,741 1,626
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock 50,000,000 shares
authorized to $0.001 par value,
50,000,000 shares issued and
outstanding 50,000 50,000
Additional paid-in capital 108,503 108,503
Deficit accumulated during the
development stage (166,244) (160,129)
Total Stockholders' Equity
(Deficit) (7,741) . (1,626)
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY (DEFICIT) $ - $ -
</TABLE>
The accompanying notes are an integral part of these financial
statements
RAM-Z ENTERPRISES, INC.
(A Development Stage Company)
Statements of Operations
(Unaudited)
<TABLE>
From
Inception on
July 29,
For the Three Months For the Six Months 1983 Through
Ended June 30, Ended June 30, June 30,
1996 1995 1996 1995 1996
<S> <C> <C> <C> <C> <C>
REVENUES $ - $ - $ - $ - $
EXPENSES 4,912 3,140 6,115 8,417 16,999
LOSS FROM
DISCONTINUED
OPERATIONS
(NOTE 4) - - - - 149,245
NET INCOME (LOSS)(4,912) (3,140) (6,115) (8,417) (166,244)
NET INCOME (LOSS)
PER SHARE $(0.00)$ (0.00) $(0.00) $ (0.00) $ (0.00)
WEIGHTED AVERAGE
NUMBER OF SHARES
OUTSTANDING 50,000,000 50,000,000 50,000,000 50,000,000 50,000,000
</TABLE>
The accompanying notes are an integral part of these financial
statements
Ram-Z Enterprises, Inc.
(A Development Stage Company)
Statements of Stockholders' Equity
<TABLE>
Deficit
Accumulated
Additional During the
Common Stock Paid-in Development
Shares Amount Capital Stage
<S> <C> <C> <C> <C>
Balance at inception
on July 29, 1983 - $ - $ - $ -
Issuance of common
stock at $0.0038
per share 2,650,000 2,650 7,350 -
Net loss for the year
ended December 31, 1983 - - - (2,469)
Balance at December 31
1983 2,650,000 2,650 7,350 (2,469)
Issuance of common
stock at $0.02 per
share 5,000,000 5,000 91,895 -
Net loss for the
year ended December
31, 1984 - - - (7,065)
Balance at December
31, 1984 7,650,000 7,650 99,245 (9,534)
Net loss for the
year ended December
31, 1985 - - - (97,361)
Balance at December
31, 1985 7,650,000 7,650 99,245 (106,895)
Net loss for the year
ended December 31,
1986 - - - -
Balance at December
31, 1986 7,650,000 7,650 99,245 (106,895)
Net loss for the year
ended December 31,
1987 - - - -
Balance at December
31, 1987 7,650,000 7,650 99,245 (106,895)
Net loss for the year
ended December 31,
1988 - - - -
Balance at December
31, 1988 7,650,000 7,650 99,245 (106,895)
Net loss for the year
ended December 31,
1989 - - - -
Balance at December
31, 1989 7,650,000 7,650 99,245 (106,895)
Net loss for the year
ended December 31,
1990 - - - -
Balance at December
31, 1990 7,650,000 7,650 99,245 (106,895)
Net loss for the year
ended December 31,
1991 - - - -
Balance at December
31, 1991 7,650,000 7,650 99,245 (106,895)
Net loss for the year
ended December 31,
1992 - - - -
Balance at December
31, 1992 7,650,000 7,650 99,245 (106,895)
Net loss for the year
ended December 31,
1993 - - - -
Balance at December
31, 1993 7,650,000 7,650 99,245 (106,895)
Issuance of common
stock on April 21,
1994 for services
rendered at $0.001
per share 10,000,000 10,000 - -
Issuance of common
stock on May 18,
1994 for services
rendered at $0.001
per share 32,350,000 32,350 - -
Net loss for the year
ended December 31,
1994 - - - (42,350)
Balance at December
31, 1994 50,000,000 50,000 99,245 (149,245)
Services paid for
by shareholder - - 9,258 -
Net loss for the year
ended December 31,
1995 - - - (10,884)
Balance at December
31, 1995 50,000,000 50,000 108,503 (160,129)
Net loss for the
six months ended
June 30, 1996
(Unaudited) - - - (6,115)
Balance at June 30,
1996 (Unaudited) 50,000,000 50,000 108,503 (166,244)
</TABLE>
The accompanying notes are an integral part of these financial
statements
RAM-Z ENTERPRISES, INC.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
<TABLE>
From
Inception on
July 29,
For the Three Months For the Six Months 1983 Through
Ended June 30, Ended June 30, June 30,
1996 1995 1996 1995 1996
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES
Loss from
operations $ (4,912) $ (3,140) $(6,115) $(8,417) $(166,244)
Common stock
issued for
services and
wages - - - - 42,350
Expenses paid
by shareholder - - - - 9,258
Increase
(decrease) in
accounts
payable 4,912 3,140 6,115 8,417 7,741
Net Cash
(Used) by
Operating
Activities - - - - (106,695)
CASH FLOWS FROM
INVESTING
ACTIVITIES - - - - -
CASH FLOWS FROM
FINANCING
ACTIVITIES
Common stock
issued
for cash - - - - 106,895
Net Cash
Provided by
Financing
Activities - - - - 106,895
Net Increase
(Decrease) in
Cash and Cash
Equivalents - - - - -
Cash and Cash
Equivalents at
Beginning of
Period - - - - -
Cash and Cash
Equivalents at
End of Period $ - $ - $ - $ - $ -
CASH PAID FOR
Interest $ - $ - $ - $ - $ -
Taxes $ - $ - $ - $ - $ -
</TABLE>
The accompanying notes are an integral part of these financial
statements
RAM-Z ENTERPRISES, INC.
(A Development Stage Company)
Notes to the financial Statements June 30, 1996 and 1995
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Organization
The financial statements presented are those of Ram-Z Enterprises,
Inc. (a development stage company). The Company was incorporated
under the laws of the State of Utah on July 29, 1983.
On April 21, 1994, the Board of Directors caused to be incorporated
in the State of Delaware, a new corporation, with the same name,
with the specific intent of effecting a merger between Ram-Z
Enterprises, Inc. of Delaware and Ram-Z Enterprises, Inc. of Utah,
for the sole purpose of changing the domicile of the Company to the
state of Delaware. On May 20, 1994, Ram-Z Enterprises, Inc. (Utah)
and the newly formed Ram-Z Enterprises, Inc. (Delaware) executed
a merger agreement whereby the shareholders of Ram-Z Enterprises,
Inc. (Utah) exchanged all of their issued and outstanding shares of
common stock for an equal number of shares of Ram-Z Enterprises,
Inc. (Delaware) common stock. Ram-Z Enterprises, Inc. (Delaware)
was the surviving corporation and Ram-Z Enterprises, Inc. (Utah)
was dissolved.
The Company is currently seeking business opportunities believed to
hold a potential for profit. The Company has not presently
identified a specific business area of direction that it will
follow. Therefore, principal operations have not yet begun.
b. Accounting Method
The Company's financial statements are presented using the accrual
method of accounting. The Company has elected a December 31, year
end.
c. Loss Per Share
The computations of loss per share of common stock are based on the
weighted average number of shares outstanding at the date of the
financial statements.
d. Provision for Taxes
At June 30, 1996, the Company had net operating loss carryforwards
totaling approximately $165,000 that may be offset against future
taxable income through 2011. No tax benefit has been reported in
the financial statements, because the Company believes there is a
50% or greater chance the carryforward will expire unused.
Accordingly, the potential tax benefits of the loss carryforward
are offset by a valuation allowance of the same amount.
e. Other Significant Accounting Policies
Additional accounting policies will be determined when principle
operations begin.
NOTE 2 - STOCK TRANSACTIONS
On April 21, 1994 and May 18, 1994, 10,000,000 and 32,350,000 shares
of common stock, respectively, were issued for $0.001 per share.
These shares were issued at par value to related parties for services
rendered on the Company's behalf.
NOTE 3 - GOING CONCERN
The Company's financial statements are prepared using the generally
accepted accounting principles applicable to a going concern which
contemplates the realization of assets and liquidation of liabilities
in the normal course of business. However, the Company has no current
source of revenue. Without realization of additional capital, it
would be unlikely for the Company to continue as a going-concern. It
is management's plan to seek additional capital through a merger with
an existing operating company. In the interim, shareholders of the
Company have committed to meeting its minimal operating expenses.
NOTE 4 - DISCONTINUED OPERATIONS
In 1994 the Company issued shares of its common stock to related
parties for services rendered in connection with discontinuing its
prior operations and preparing the Company to seek new business
opportunities. Accordingly, those costs are charged to the net loss
from discontinued operations.
NOTE -5 - SUBSEQUENT EVENTS
Subsequent to June 30, 1996 the Company's board of directors approved
a reverse split of its common stock on a 1 share for 44.428648 shares
basis. Under the terms of the reverse split no shareholder will be
reduced below 100 shares. A shareholder has agreed to provide the
shares of common stock to meet to minimum limitations. It is
estimated that 1,125,400 shares will be outstanding after the reverse
split.
The board of directors also agreed to issue and register 633,600
shares of common stock to a consultant pursuant to a S-8 registration
statement.
<PAGE>
EXHIBIT D
EXCEPTIONS TO RAM-Z FINANCIAL STATEMENTS
None.
<PAGE>
EXHIBIT E
HYPERDYNAMICS CORPORATION
Consolidated Balance Sheet - May 31, 1996
HYPERDYNAMICS CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheet (unaudited)
May 31,1996
ASSETS
Current Assets
Cash on deposit 45,942
Trade accounts receivable 722,394
Inventory 58,642
Other current assets 4,906
831,884
Equipment
Equipment and furniture 311,787
Automobiles 42,992
Accumulated depreciation (deduction) (207,381)
147,398
Other Assets 11,272
990,554
LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities
Bank loan payable 154,800
Trade accounts payable 318,862
Accrued expenses 32,495
Lease payable - automobile 20,000
Other current liabilities 15,000
541,157
Long-term Liabilities
Installment notes payable 53,742
Stockholders' Equity
Common stock and additional
paid-in capital 42,546
Retained earnings 353,109
395,655
990,554
<PAGE>
EXHIBIT F
EXCEPTIONS TO HYPERDYNAMICS FINANCIAL STATEMENTS
None.
<PAGE>
EXHIBIT G
RAM-Z Enterprises, Inc.
155 East 34th Street, #10A
New York, New York 10016
Fidelity Stock Transfer Company
1800 South West Temple, Suite 301
Salt Lake City, Utah 84115
Re: Exchange of shares of HyperDynamics
Corporation, a Texas corporation
("HyperDynamics"), for shares of
RAM-Z Enterprises, Inc., a Delaware
corporation ("RAM-Z or the
"Company")
Gentlemen:
Pursuant to that certain Agreement and Plan of
Reorganization ("Plan") between the undersigned, HyperDynamics,
and RAM-Z, I acknowledge that I have approved this exchange; that
I am aware of all of the terms and conditions of the Plan; that I
have received and personally reviewed a copy of the Plan; the
Annual Report on Form 10-KSB of RAM-Z for the year ended December
31, 1995; its quarterly reports on Form 10-QSB for the quarters
ended March 31, and June 30, 1996; and I represent and warrant
that no director or executive officer of the Company or any
associate of either has solicited this exchange; that I am an
"accredited investor" as that term is known under the Rules and
Regulations of the Securities and Exchange Commission (see
Exhibit "A" hereto); and/or I represent and warrant that I have
sufficient knowledge and experience to understand the nature of
the exchange, and I am fully capable of bearing the economic risk
of the loss of my entire cost basis in the shares of
HyperDynamics being exchanged.
I understand that you have and will make books and
records of your Company available to me for my inspection in
connection with the contemplated exchange of my shares, and that
I have been encouraged to review the information and ask any
questions I may have concerning the information of any director
or executive officer of the Company whose addresses are listed in
the aforesaid Annual Report, or of the legal and accounting firms
for the Company. I understand that the accounting firm for RAM-Z
is Jones, Jensen & Co., Certified Public Accountants, 349 South
200 East, Salt Lake City, Utah 84111, Telephone #801-328-4408;
and that legal counsel for RAM-Z is Leonard W. Burningham, Esq.
Suite 205, Hermes Building, 455 East 500 South, Salt Lake City,
Utah 84111, Telephone #801-363-7411.
I further understand that I must bear the economic risk
of ownership of any of the RAM-Z shares for a long period of
time, the minimum of which will be two (2) years, as these shares
are "unregistered" shares and may not be sold unless any
subsequent offer or sale is registered with the United States
Securities and Exchange Commission or is otherwise exempt from
the registration requirements of the Securities Act of 1933, as
amended (the "Act"), or other applicable securities laws, rules
and regulations.
I intend that you rely on all of my representations
made herein and those in the personal questionnaire (if
applicable) I provided to RAM-Z for use by RAM-Z as they are
being made to induce you to issue me the shares of RAM-Z under
the Plan, and I further represent (of my personal knowledge or by
virtue of my reliance on one or more personal representatives),
and agree as follows, to-wit:
1. That the shares being acquired are being received
for investment purposes and not with a view toward further
distribution;
2. That I have a full and complete understanding of
the phrase "for investment purposes and not with a view toward
further distribution";
3. That I understand the meaning of "unregistered
shares" and know that they are not freely tradeable;
4. That any stock certificate issued by you to me in
connection with the shares being acquired shall be imprinted with
a legend restricting the sale, assignment, hypothecation or other
disposition unless it can be made in accordance with applicable
laws, rules and regulations;
5. I agree that the stock transfer records of your
Company shall reflect that I have requested the Company not to
effect any transfer of any stock certificate representing any of
the shares being acquired unless I shall first have obtained an
opinion of legal counsel to the effect that the shares may be
sold in accordance with applicable laws, rules and regulations,
and I understand that any opinion must be from legal counsel
satisfactory to the Company and, regardless of any opinion, I
understand that the exemption covered by any opinion must in fact
be applicable to the shares;
6. That I shall not sell, offer to sell, transfer,
assign, hypothecate or make any other disposition of any interest
in the shares being acquired except as may be pursuant to any
applicable laws, rules and regulations;
7. I fully understand that my shares which are being
exchanged for shares of the Company are "risk capital," and I am
fully capable of bearing the economic risks attendant to this
investment, without qualification; and
8. I also understand that without approval of counsel
for RAM-Z, all shares of RAM-Z to be issued and delivered to me
in exchange for my shares of RAM-Z shall be represented by one
stock certificate only and which such stock certificate shall be
imprinted with the following legend or a reasonable facsimile
thereof on the front and reverse sides thereof:
The shares of stock represented by this
certificate have not been registered under
the Securities Act of 1933, as amended, and
may not be sold or otherwise transferred
unless compliance with the registration
provisions of such Act has been made or
unless availability of an exemption from such
registration provisions has been established,
or unless sold pursuant to Rule 144 under the
Act.
Any request for more than one stock certificate must be
accompanied by a letter signed by the requesting stockholder
setting forth all relevant facts relating to the request. RAM-Z
will attempt to accommodate any stockholders' request where RAM-Z
views the request is made for valid business or personal reasons
so long as in the sole discretion of RAM-Z, the granting of the
request will not facilitate a "public" distribution of
unregistered shares of common voting stock of RAM-Z.
You are requested and instructed to issue a stock
certificate as follows, to-wit:
Lewis E. Ball
6122 Valley Forge
Houston, Texas 77057
Dated: 8/15/96
/ss/Lewis E. Ball
- ---------------------------
Willie R. Blair
3541 Dreyfus
Houston, Texas 77021
Dated: 8/20/96
/ss/Willie R. Blair
- ----------------------------
A.F. Click III
701 N. Post Oak Road #675
Houston, Texas 77024
Dated: 8/15/96
/ss/A. F. Click III
- ----------------------------
FYJIGIM, Inc.
P. O. Box 27701, Dept 191
Houston, Texas 77227
Dated: 8/15/96
/ss/W. Scott Throy, President
- -----------------------------
Franklin J. Harberg, Jr., Trustee
11 Greenway Plaza, Suite #2100
Houston, Texas 77046-1104
Dated: 8/20/96
/ss/Franklin J. Harberg, Jr.
- -----------------------------
Horacio J. Herzberg and
Julia A. Herzberg, JTRS
1125 Park Avenue, Apt. 11B
New York, New York 10128
Dated: 8/20/96
/ss/Horacio J. Herzberg
- -----------------------------
/ss/Julia A. Herzberg
- -----------------------------
Tarrant Hancock
1301 C Potomac Dr.
Houston, Texas 77057
Dated: 8/19/96
/ss/Tarrant Hancock
- -----------------------------
Robert John Hill
1323 Saxony Lane
Houston, Texas 77058
Dated: 8/15/96
/ss/Robert John Hill
- -----------------------------
Susanne L. Jackson
Management Incentive Plan
701 N. Post Oak Road, Suite #675
Houston, Texas 77024
Dated: 8/15/96
/ss/Susanne L. Jackson
- ------------------------------
Huggermugger, Ltd.
P. O. Box 2094
Grand Cayman, B.W.I.
Dated: 8/15/96
/ss/J. Benson, Director
- -------------------------------
Susanne L. Jackson
701 N. Post Oak Road, Suite #675
Houston, Texas 77024
Dated: 8/15/96
/ss/Susanne L. Jackson
- --------------------------------
David M. Klausmeyer
288 Litchfield Lane
Houston, Texas 77024
Dated: 8/15/96
/ss/David M. Klausmeyer
- ---------------------------------
Jack B. Manning
5847 San Felipe, Suite #1500
Houston, Texas 77057
Dated: 8/20/96
/ss/Jack B. Manning
- ---------------------------------
Manus, Inc.
P. O. Box 1006
Cuero, Texas 77954
Dated: 8/21/96
/ss/Raymond R. Reese, M.D.
- ---------------------------------
/ss/Daniel D. Dugi, Jr., M.D.
- ---------------------------------
Greg J. Micek
5444 Westheimer, #2080
Houston, Texas 77056
Dated: 8/15/96
/ss/ Greg J. Micek
- ---------------------------------
Maureen Michelsen
C/F Allyse Michelsen JTRS
9700 Leawood, #1214
Houston, Texas 77099
Dated: 8/16/96
/ss/ Maureen Michelsen
- ----------------------------------
Maureen Michelsen
C/F Chelsey Michelsen JTRS
9700 Leawood, #1214
Houston, Texas 77099
Dated: 8/15/96
/ss/Maureen Michelsen
- ----------------------------------
Richard Edwin Pitts
7710 Beechnut, #100
Houston, Texas 77074
Dated: 8/20/96
/ss/Richard Edwin Pitts
- ----------------------------------
Alex Segall Family Trust
1201 McDuffie #178
Houston, Texas 77019
Dated: 8/15/96
/ss/Celia L. Segall, Trustee
- ----------------------------------
Charles V. Serafino
14738 Cindywood
Houston, Texas 77079
Dated: 8/15/96
/ss/Charles V. Serafino
- ----------------------------------
Helen H. Silvey
5227 Cripple Creek Court
Houston, Texas 77017
Dated: 8/15/96
/ss/Helen H. Silvey
- ----------------------------------
David Strawn
11440 W. Bernardo Court #300
San Diego, California 92127
Dated: 8/15/96
/ss/David Strawn
- ----------------------------------
Thompson Family Trust
NationsBank of Texas, N.A. Trustee
100 North Main
Corsicana, Texas 75110
Dated: 8/20/96
/ss/Don Tekell, Vice President
- -----------------------------------
Kent P. Watts
3112 Heritage Green Drive
Pearland, Texas 77581
Dated: 8/15/96
/ss/Kent P. Watts
- -----------------------------------
Michael E. Watts
2656 South Loop West #103
Houston, Texas 77054
Dated: 8/14/96
/ss/Michael E. Watts
- -----------------------------------
<PAGE>
EXHIBIT H
CERTIFICATE OF OFFICER PURSUANT TO
AGREEMENT AND PLAN OF REORGANIZATION
The undersigned, the President of RAM-Z Enterprises,
Inc., a Delaware corporation ("RAM-Z"), represents and warrants
the following as required by the Agreement and Plan of
Reorganization (the "Plan") between RAM-Z and HyperDynamics
Corporation, a Texas corporation ("HyperDynamics"), and the
stockholders of HyperDynamics (the "HyperDynamics Stockholders):
1. That he is the President of RAM-Z and has been
authorized and empowered by its Board of Directors to execute and
deliver this Certificate to HyperDynamics and the HyperDynamics
Stockholders.
2. Based on his personal knowledge, information,
belief and opinions of counsel for RAM-Z regarding the Plan:
(i) All representations and warranties of RAM-Z
contained within the Plan are true and
correct;
(ii) RAM-Z has complied with all terms and
provisions required of it pursuant to the
Plan; and
(iii) There have been no material adverse changes
in the financial position of RAM-Z as set
forth in its financial statements for the
periods ended December 31, 1995 and 1994, and
June 30, 1996, except as set forth in Exhibit
D to the Plan.
RAM-Z ENTERPRISES, INC.
By:/ss/Gregory Aurre
- -------------------------------
President
Dated: 8/15/96
<PAGE>
EXHIBIT I
CERTIFICATE OF OFFICER PURSUANT TO
AGREEMENT AND PLAN OF REORGANIZATION
The undersigned, the President of HyperDynamics
Corporation, a Texas corporation ("HyperDynamics"), represents
and warrants the following as required by the Agreement and Plan
of Reorganization (the "Plan") between HyperDynamics, its
stockholders (the "HyperDynamics Stockholders") and RAM-Z
Enterprises, Inc., a Delaware corporation ("RAM-Z"):
1. That he is the President of HyperDynamics and has
been authorized and empowered by its Board of Directors to
execute and deliver this Certificate to RAM-Z.
2. Based on his personal knowledge, information,
belief:
(i) All representations and warranties of
HyperDynamics contained within the Plan are
true and correct;
(ii) HyperDynamics has complied with all terms and
provisions required of it pursuant to the
Plan; and
(iii) There have been no material adverse changes
in the financial position of HyperDynamics as
set forth in its Consolidated Balance Sheet
dated May 31, 1996, except as set forth in
Exhibit F to the Plan.
HYPERDYNAMICS CORPORATION
By:/ss/Greg J. Micek
-------------------------------
President
By:/ss/Susanne L. Jackson By:/ss/ Greg J. Micek
- -------------------------- -------------------------
Individually Individually
By:/ss/David K. Jackson By:/ss/Kent Watts
- -------------------------- -------------------------
Individually Individually
By:/ss/Robert Hill
- --------------------------
Individually
<PAGE>
EXHIBIT J
Finders
None.
<PAGE>
[Letterhead of Jones, Jensen & Company]
August 26, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sirs:
RAM-Z ENTERPRISES, INC.
We have read Item 4 of RAM-Z Enterprises, Inc.'s Form 8-K dated August 26,
1996 and are in agreement with the statements contained therein.
Yours very truly,
/ss/ Jones, Jensen & Company
Jones, Jensen & Company
