SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
Check the appropriate box:
[X] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14c-5(d)(2))
[ ] Definitive Information Statement
GUINNESS TELLI*PHONE CORPORATION
----------------------------------------------
(Name of Registrant as Specified in Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rule 14c-5(g)
and O-11
1) Title of each class of securities to which transaction
applies:________
2) Aggregate number of securities to which transaction
applies:________
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11(set forth the
amount on which the filing fee is calculated and state how
it was determined): Not applicable.
4) Proposed maximum aggregate value of transaction: Not
applicable.
5) Total fee paid: None; no fee required.
[ ] Fee paid previously with preliminary materials
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule
and the date of its filing.
1) Amount Previously Paid:________
2) Form, Schedule or Registration Statement No.:________
3) Filing Party:________________________________________
4) Dated Filed:________________
<PAGE>
PRELIMINARY COPY
GUINESS TELL*PHONE CORPORATION
655 Redwood Hwy., # 273
Mill Valley, California 94941
-------------------------------
INFORMATION STATEMENT
Pursuant to Regulation 14C Promulgated Under
The Securities Exchange Act of 1934, as amended
INTRODUCTION
This Information Statement, dated June 9, 1998, is furnished in connection
with a proposed transaction in which Guinness Telli*Phone Corporation (the
"Company") intends to make a pro rata distribution as a stock dividend to its
shareholders of the 550,000 shares (47.8% of the issued and outstanding shares)
of New York Floral Enterprises, Inc. ("NEV") which it owns.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
It is expected that this Information Statement will be mailed to
shareholders on or about June 22, 1998.
The complete mailing address of the Company's principal executive office is
655 Redwood Highway, #273, Mill Valley, California 94941 (telephone (415)
389-9442).
The transaction will be approved, as required by Nevada law, by written
consent of the holder(s) of a majority of the issued and outstanding shares of
common stock of the Company. Appraisal rights are not available to shareholders
with respect to any matter related to the transaction.
Lawrence A. Guinness is the holder of 8,365,166 shares, approximately
53.07% of the issued and outstanding stock of the Company. As the majority
shareholder of the Company, Mr. Guinness intends to adopt a resolution by
written consent in lieu of a meeting pursuant to Section 242(a)(1) of the
General Corporation Law of the State of Nevada, to authorize the Company to
distribute, by way of a stock dividend to its shareholders on a pro rata basis,
all 550,000 shares of NEV common stock.
As of May 8, 1998, the following voting shares of the Company were
outstanding, each of which is entitled to one vote:
Number of Shares
Title of Class Outstanding
--------------------------------------------------
Common 15,710,160
Preferred -0-
-------------------------- ------------------------
Page 1
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
(a) The address of Lawrence A. Guinness, the only beneficial owner of more
than five percent of the Company's common voting shares as of May 31, 1998, was:
<TABLE>
<CAPTION>
Percent
Title of Name and Address of Amount and Nature of of
Class Beneficial Owner Beneficial Ownership Class
- ------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Lawrence A. Guinness(1) 8,365,166 shares 53.07%
3 Venus Ct.
Tiburon. CA 94920
</TABLE>
(b) The common voting shares of the Company beneficially owned by each
director and executive officer of the Company as of May 31, 1998, are set forth
below:
<TABLE>
<CAPTION>
Percent
Title of Name and Address of Amount and Nature of of
Class Beneficial Owner Beneficial Ownership Class
- ------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Lawrence A. Guinness(1) 8,365,166 shares 53.07%
3 Venus Ct.
Tiburon. CA 94920
Common Dixie K. Tanner 485,000 shares 3.08%
Secretary, Director
Common Arthur Korn(2) 250,000 shares (2) 1.59%
CFO, Director
Common Richard A. Morse 750,000 shares 4.76%
V.P. Engineering
and Product Development
- -------------------------------------------------------------------------------
Total: 9,850,166 shares 62.5%
</TABLE>
THE TRANSACTION
(a) Merger of CoNetCo into New Floral Enterprises, Inc. CoNetCo was
organized as a California corporation on September 18, 1989. On April 17, 1998,
there were 11,000,000 shares of CoNetCo's common stock issued and outstanding,
all of which were owned by the Company. New York Floral Enterprises, Inc.
("NEV"), a Nevada corporation, was formed on April 15, 1998. On or about April
17, 1998, CoNetCo was merged into NEV, the surviving corporation, pursuant to
applicable state law. As provided in the Articles and Plan of Merger ("Exhibit
A"), each of the 11,000,000 outstanding shares of CoNetCo were converted into
shares of common stock of NEV at the rate of 1 share of NEV for each twenty (20)
shares of CoNetCo. As a result, the 11,000,000 shares of CoNetCo held by the
Company, were converted into 550,000 shares of NEV.
(b) Reorganization between NEV and N.Y. Floral, Inc. (NY), a Florida
corporation. Subsequent to the merger of CoNetCo into NEV and pursuant to a Plan
and Agreement of Reorganization ("Exhibit B"), on or about April 20, 1998, NEV
acquired all of the issued and outstanding stock of N.Y. Floral Co, Inc.
("FLA"), a Florida corporation in exchange for 600,000 shares of authorized but
unissued common stock of NEV. As a result of the reorganization, the Company
holds 550,000 shares of the common stock of NEV and the former shareholders of
NY collectively hold 600,000 shares of the common stock of NEV.
Page 2
<PAGE>
(c) Distribution of NEV Common Stock. The Company's board of directors has
approved the distribution by way of a stock dividend to shareholders of all
550,000 shares of NEV stock owned by the Company. The distribution will be on a
pro rata basis, except however, in the event that in making the distribution
there shall be attributed to any shareholder a distribution of less than one
whole share, the Transfer Agent of the Company shall be directed to issue one
whole share and to make proportionate adjustments to the distribution of shares
to others; and in any distribution which results in the distribution of a
fraction of one share, such share shall be rounded to the nearest whole number.
ISSUANCE OF SECURITIES
The Company does not intend to issue any additional shares of its common
stock with respect to the Transaction . Prior to April 17, 1998, the Company
owned all 11,000,000 of the issued and outstanding shares of its wholly-owned
subsidiary CoNetCo. As a result of the merger of CoNetCo into New York Floral
Enterprises, Inc. ("NEV"), those shares were exchanged for 550,000 shares of the
common stock of NEV. As a result of the subsequent reorganization between NEV
and NY, the Company owns 550,000 of the common stock of NEV and the former
shareholders of NY own their proportionate share of 600,000 shares of the common
stock of NEV which they received in exchange for the shares of common stock of
NY they conveyed to NEV. Immediately thereafter, the Company will make a pro
rata distribution to its shareholders of the 550,000 shares of the common stock
of NEV which it owns.
INTERESTS OF CERTAIN PERSONS IN THE TRANSACTIONS
None of the directors, officers, or their associates have any direct or
indirect interest (by security holdings or otherwise) in the Merger or the
Acquisition. As of June 9, 1998, the date of this Information Statement, the
Company has not been notified that any director intends to oppose any action to
be taken by the Company with respect to the Stock Dividend.
Page 3
<PAGE>
OTHER BUSINESS
The Company does not know of any other business that is subject to approval
by the shareholders.
BY ORDER OF THE BOARD OF DIRECTORS
Lawrence Guinness, Chairman of the Board
<PAGE>
Page 4
EXHIBIT A
---------
ARTICLES AND PLAN OF MERGER
OF
CoNetCo, a California corporation
pursuant to the General Corporation Laws of the state of California
INTO
N. Y. FLORAL ENTERPRISES, INC., A Nevada corporation, as the Surviving
Corporation pursuant to Section 450 et seq. Nevada Revised Statutes
PLAN OF MERGER, dated this 16th day of April, 1998, by and between CoNetCo,
a California corporation ("CoNetCo"), and all of the Directors thereof, and N.
Y. Floral Enterprises, Inc., a Nevada corporation, "N. Y., and all of the
Directors thereof, the two corporations being hereinafter sometimes called the
Constituent Corporations.
WHEREAS, the Board of Directors of each of the Constituent Corporations
deem it advisable for the welfare of the Constituent Corporations that these
corporations merge under the terms and conditions hereinafter set forth, such
merger to be effected pursuant to the statutes of the State of California and
the statutes of the State of Nevada, and they have duly approved and authorized
the terms of the Plan of Merger.
WHEREAS, CoNetCo is a corporation duly organized under the laws of the
State of California, having been incorporated September t8, 1989 with an
authorized capital stock consisting of One Hundred Million (100,000,000) shares
of Common Stock and One Hundred Million (100,000,000) shares of Preferred Stock,
of which there are Eleven Million (11,000,000) shares of Common Stock issued and
outstanding. There are no shares of Preferred Stock issued.
WHEREAS, N. Y. Floral is a corporation duly organized under the laws of the
State of Nevada, having been incorporated on April 15, 1998, with authorized
capital consisting of 110,000,000 shares consisting of 10,000,000 shares of
Preferred stock of $.001 par value and 100,000,000 shares of common stock of
$.001 par value of which of which no shares have yet been issued; and,
WHEREAS, the laws of the State of California and Nevada permit such a
merger, and the Constituent Corporations desire to merge under and pursuant to
the provisions of the laws of their respective states;
WHEREAS, the Plan of Merger is contained within the Articles of Merger;
and,
WHEREAS, there are no amendments to the Surviving Corporation's Articles of
Incorporation, therefore, no Stockholder approval is required.
WHEREAS, the addresses of the respective corporations are as follows:
CoNetCo N. Y. Floral Enterprises, Inc.
655 Redwood Hwy.,#273 3030 Bridgeway, #219
Mill Valley, CA 94941 Sausalito, CA 94965
1
<PAGE>
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements and covenants herein contained, it is agreed that CoNetCo of
California and N.Y. Floral shall be merged, and that N.Y. Floral shall be the
Surviving Corporation, and the terms and conditions of such merger and the mode
of carrying it into effect are and shall be as follows:
1. NAME OF SURVIVING CORPORATION: The name of the corporation, which is
sometimes hereinafter referred to as the Surviving Corporation, shall, and, from
and after the effective date of the merger, be N.Y. Floral Enterprises, Inc. The
separate existence of CoNetCo, a California corporation, shall case at the
effective time of the merger, except insofar as it may be continued by law or in
order to can y out the purposes of this Agreement of Merger, and except as
continued in the Surviving Corporation.
2. ARTICLES OF INCORPORATION OF SURVIVING CORPORATION: The Articles of
Incorporation of the Surviving Corporation shall be the Articles of
Incorporation of N.Y. Floral Enterprises, Inc., a Nevada corporation, a copy of
which is annexed as Exhibit 1, hereto.
3. BYLAWS OF THE SURVIVING CORPORATION: The Bylaws of N.Y. Floral
Enterprises, Inc., a Nevada corporation, at the effective time of the merger,
shall be the Bylaws of the Surviving Corporation, until altered or replaced as
provided herein.
4. BOARD OF DIRECTORS AND OFFICERS: The members of the Board of Directors
and the officers of the Surviving Corporation immediately after the effective
time of the merger shall be those persons who were the members of the Board of
Directors and the officers, respectively, for the terms provided by law or in
the Bylaws, or until their respective successors are elected and qualified.
5. AUTHORITY TO CONDUCT BUSINESS: N.Y. Floral Enterprises, Inc. represents
that the corporation has not filed an application for authority to do business
in the State of California. The Surviving Corporation will conduct no such
business in California without first filing and having such application
approved.
6. CONVERSION OF SHARES: The manner of converting the shares of the
Constituent Corporation into the shares of the Surviving Corporation shall be
set forth in this paragraph, as follows: Immediately upon the effective date of
the merger, each share of stock of CoNetCo of California outstanding in the
hands of the existing shareholders, being all of the shares of CoNetCo
outstanding, without any action on the part of the holders thereof, shall
automatically become and be converted into common stock of the Surviving
Corporation at the rate of one (1) shares of the Surviving Corporation for each
twenty (20) share of the common stock of CoNetCo of California and each
outstanding certificate representing shares of the common stock of CoNetCo of
California shall thereupon be deemed, for all corporate purposes (other than the
payment of dividends) to evidence the ownership of the number of fully paid,
non-assessable shares of common stock of the Surviving Corporation into which
such shares of common stock of CoNetCo of California shall have been converted.
7. RIGHTS OF SHAREHOLDERS: After the effective time of the merger, each
holder of a certificate which theretofore represented shares of common stock of
CoNetCo of California shall case to have any rights as a shareholder of CoNetCo,
except such as are expressly reserved to such stockholder by statute. After the
effective time of the merger, any holder of a certificate or certificates which
theretofore represented shares of the common stock of CoNetCo may, but shall not
be required to, surrender the same to the Transfer Agent of the Surviving
Corporation, Pacific Stock Transfer, Las Vegas, Nevada, and shall thereupon be
entitled to receive in exchange therefore, a certificate or certificates
representing the number of shares of common stock of the Surviving Corporation
into which the shares of common stock of CoNetCo theretofore represented by each
certificate or certificates, shall have been converted.
2
<PAGE>
8. EFFECTIVE DATE OF MERGER:
(a) For all purposes of the laws of the State of California, this Agreement
of Merger and the merger herein provided for shall become effective and the
separate existence of CoNetCo, except insofar as it may be continued by statute,
shall cease as soon as this Agreement shall have been adopted, approved, signed
and acknowledged in accordance with the laws of the State of California, and
certificates of its adoption and approval shall have been executed in accordance
with such laws; and this Certificate and this Certificate and Agreement of
Merger shall have been filed in the office the Department of State of the State
of California.
(b) For ail purposes of the laws of the State of Nevada, this Agreement of
Merger and the merger herein provided for shall become effective and the
separate existence of CoNetCo, except insofar as it may be continued by statute,
shall cease as soon as this Agreement shall have been adopted, approved, signed
and acknowledged in accordance with the laws of the State of Nevada and
certificates of its adoption and approval shall have been executed in accordance
with such laws; and this Certificate of Merger shall have been filed with the
Secretary of State of the State of Nevada.
(c) The corporate identity, existence, purposes, powers, objects,
franchises, rights and immunities of N.Y. FLORAL shall continue unaffected and
unimpaired by the merger hereby provided for, and the corporate identities,
existence, purposes, powers, objects, franchises, rights and immunities of
CoNetCo shall be continued in and merged into N.Y. Floral and N.Y. Floral shall
be fully vested therewith.
(d) The date upon which this Agreement is filed in the offices mentioned
above and upon which the Constituent Corporation shall so become a single
corporation is the effective date of the merger.
9. AUTHORIZATION. The parties hereto acknowledge and respectively represent
that this Merger Agreement is authorized by the laws of the respective
jurisdictions of the Constituent Corporations and that the matter was approved
at a special shareholders meeting of the respective corporation, at which the
shareholders voted, as follows:
<TABLE>
<CAPTION>
Name of corporation Shares Outstanding Voted for Voted Against
<S> <C> <C> <C>
CoNetCo. a California Corp. 11,000,000 11,000,000 None
</TABLE>
10. FURTHER ASSURANCE OF TITLE: As and when requested by the Surviving
Corporation, or by its successors or assigns, CoNetCo will execute and deliver
or cause to be executed and delivered all such deeds and instruments and will
take or cause to be taken all such further action as the Surviving Corporation
may deem necessary or desirable in order to vest in and confirm to the Surviving
Corporation, title to and possession of any property of any of the Constituent
Corporations acquired by the Surviving Corporation by reason, or as a result, of
the merger herein provided for and otherwise to carry out the intent and
purposes hereof, and the officers and directors of CoNetCo and the officers and
directors of the Surviving Corporation are fully authorized in the name of the
respective Constituent Corporations or otherwise, to take any and all such
action.
3
<PAGE>
11. SERVICE OF PROCESS OF SURVIVING CORPORATION: The Surviving Corporation
agrees that it may be served with process in the State of California in any
proceeding for enforcement of any obligation of CoNetCo, as well as for the
enforcement of any obligation of the Surviving Corporation arising from the
merger, including any suit or other proceeding to enforce the right of any
shareholder as determined in appraisal proceedings pursuant to the provisions of
the General Corporation Law of the State of California, and hereby irrevocably
appoints the Secretary of State of the State of California, as its agent to
accept service or process in any suit or other proceedings. Copies of such
process shall be mailed to N. Y., at:
c/o N.Y. Floral Enterprises, Inc.
3030 Bridgeway, #219
Sausalito, CA. 94965
12. SHAREHOLDERS RIGHT TO PAYMENT: The Surviving Corporation agrees that
subject to the provisions of the Corporate laws of the State of California, it
will pay to the shareholders of CoNetCo, the amounts, if any, to which such
shareholders may be entitled under the provisions of the above statutes or the
laws of California, as the case may be.
13. ABANDONMENT: This Plan of Merger may be abandoned (a) by either
Constituent Corporation, acting by its Board of Directors, at any time prior to
its adoption by the shareholders of both of the Constituent Corporations, as
provided by law, or, (b) by the mutual consent of the Constituent Corporations,
acting each by its Board of Directors, at any time after such adoption by such
shareholders and prior to the effective time of the merger. In the event of the
abandonment of this Agreement of Merger pursuant to (a) above, notice thereof
shall be given by the Board of Directors of the Constituent Corporation and
thereupon, or abandonment pursuant to (b) above, this Agreement of Merger shall
become wholly void and of no effect and there shall be no further liability or
obligation hereunder on the part of either the Constituent Corporations or of
its Board of Directors or shareholders.
IN WITNESS WHEREOF, each of the Constituent Corporations, pursuant to
authority granted by its Board of Directors, has caused this Agreement of Merger
to be executed by a majority of its Board of Directors and by its President and
its Secretary.
The respective Directors and Officers of the Constituent Corporations do
hereby certify that the above merger Agreement was adopted as set forth in the
above Agreement and that said resolutions have not been revoked or rescinded.
CoNetCo
/S/ Lawrence A. Guinness
---------------------------------
By: Lawrence A. Guinness
Its: President
/S/ Judith Wilson
---------------------------------
By: Judith Wilson
Its: (Ass) Secretary
4
<PAGE>
ACKNOWLEDGMENT BY NOTARY
STATE OF California )
) SS.
COUNTY OF MARIN )
On April 16, 1998, personally appeared before me, Lawrence A. Guinness,
President, and Judith Wilson, Asst. Secretary, of CoNetCo, who acknowledge to me
that they were the signers of the foregoing Certificate and Agreement of Merger.
/S/ Susan Dupuis
[NOTARY SEAL] --------------------------------------
Notary Public
N.Y. FLORAL ENTERPRISES, INC.
/S/ Lawrence A. Guinness
---------------------------------
By: Lawrence A. Guinness
Its: President
/S/ Judith Wilson
---------------------------------
By: Judith Wilson
Its: (Ass) Secretary
ACKNOWLEDGMENT BY NOTARY
STATE OF California )
) SS.
COUNTY OF MARIN )
On April 16, 1998, personally appeared before me, Lawrence A. Guinness,
President, and Judith Wilson, Asst. Secretary, of CoNetCo, who acknowledge to me
that they were the signers of the foregoing Certificate and Agreement of Merger.
/S/ Susan Dupuis
[NOTARY SEAL] --------------------------------------
Notary Public
5
<PAGE>
EXHIBIT B
---------
PLAN AND AGREEMENT OF REORGANIZATION
BETWEEN
N.Y. Floral Enterprises, Inc..
(a Nevada corporation)
AND
N.Y. Floral, Inc.
(a Florida corporation)
This Plan and Agreement of Reorganization is entered into this 20th day of
April, 1998, by and between N.Y. Floral Enterprises, Inc., a Nevada corporation,
hereinafter referred to as "NY", and N.Y. Floral Co., Inc., a Florida
corporation and its shareholders, hereinafter referred to as "Florida".
This Plan or Reorganization is within the meaning of Section 368 (a)(1)(B)
of the Internal Revenue Code of 1986, as amended. NY will acquire from the
shareholders of Florida, all of the issued and outstanding shares of Florida in
return for 600,000 shares of the authorized but unissued shares of NY. Florida
will then become and operate as a wholly owned subsidiary of NY.
AGREEMENT
In order to consummate such plan of reorganization, the parties hereto, in
consideration of the mutual agreements and on the basis of the representations
and warranties hereafter set forth, do hereby agree, as follows:
ARTICLE I
1.01. Transfer of Florida capital stock and consideration for transfer:
Subject to the terms and conditions of this Agreement, each Florida shareholder
shall have endorsed and delivered his or her certificate to Victor Defrisco,
President of Florida, as Trustee, prior to the closing date, who shall, at such
closing, deliver said certificates to NY in exchange for the stated number of
shares of NY (subject to the provisions of Section 3(a)(9) of the Securities Act
of 1933, as amended) as set forth in 1.02 below.
1.02. Consideration for transfer to NY: On this the closing date, subject
to the terms and conditions of this Agreement, and in full consideration for the
transfer and delivery to NY of all the issued and outstanding shares of Florida,
NY shall cause to be delivered by its transfer agent, namely Pacific Stock
Transfer, Six Hundred Thousand (600,000) shares of the authorized but unissued
capital stock of NY. Said 600,000 shares shall be broken down into individual
names and amounts as requested in writing by Barry Abrams, authorized agent for
the Florida shareholders, and when issued, such shares to be fully paid and
nonassessable. Such shares shall not be free trading as they are not at this
time registered or covered by any exemption. Said shares will be restricted in
nature and said restriction shall be reflected on the face of all certificates
included in the 600,000 shares.
1
<PAGE>
ARTICLE II
2.01. Closing: The time of delivery by Florida stockholders of their
respective shares as provided in paragraph 1.01 of this Agreement having already
taken place, said shares being held by Victor Defrisco, as authorized agent, and
the certificate for 600,000 shares as authorized by the Board of Directors of NY
being in hand for delivery to Barry Abrams, as authorized agent, closing shall
be effective with the signing of this Agreement. For purposes of record, closing
shall be effective as of the 21st day of April, 1998, 5 p.m. Florida time, at
the offices of Florida, which will become the office of NY, located at Mizner
Park, 431 Plaza Real, Boca Raton, FL 33432.
ARTICLE III
3.01. Representations and Warranties by Florida:
(1) Florida is a corporation duly organized and validly existing and in
good standing under the laws of the State of Florida. It has all requisite
corporate power and authority to carry on its business as now being conducted,
to enter into this Agreement and to carry out and perform the terms and
provisions of this Agreement. Florida is duly qualified, licensed, or
domesticated and in good standing as a foreign corporation authorized to do
business in each jurisdiction wherein the nature of its activities conducted or
the character of its properties make such qualification, licensing, or
domestication necessary.
(2) (a) Florida is duly and lawfully authorized by its Articles of
Incorporation, to issue the shares of capital stock required by this Agreement;
further, Florida has no other authorized series or class of stock. All of the
outstanding shares of Florida's capital stock have been duly issued.
(b) Florida is not presently liable on account of any indebtedness for
borrowed moneys, except as reflected on the Balance Sheet described in
subparagraph (4), below.
(c) There are no outstanding subscriptions, options, warrants, calls,
contracts, demands, commitments, convertible securities, or other
agreements or arrangements of any character or nature whatever under which
Florida is or may be obligated to issue or purchase shares of its capital
stock.
(3) Each Florida stockholder severally and for himself at the time of the
Closing on the Closing Date will be, the lawful owner of the shares of the
capital stock of Florida held in his name, free and clear of all liens, claims
and encumbrances of every kind. Each stockholder has full legal right, power,
and authority to sell, assign, and transfer his shares of capital stock of
Florida; and the delivery of such shares to NY pursuant to the provisions of
this Agreement will transfer valid title thereto, free and clear of all liens,
encumbrances and claims of every kind.
(4) Florida has furnished NY with an audited Balance Sheet of Florida as of
March 31, 1998, hereinafter referred to as the Balance Sheet. Such financial
statement presents fairly the financial condition of Florida at such date.
Specifically, but not by way of limitation, the Balance Sheet discloses all of
the debts, liabilities, and obligations of any nature (whether absolute,
accrued, contingent, or otherwise, and whether due or to become due) of Florida
at the date thereof.
(5) Florida has not, since March 31, 1998
(a) Incurred any obligations or liabilities, absolute, accrued,
contingent, or otherwise and whether due or to become due, except current
liabilities incurred in the ordinary course of business, none of which
adversely affects the business or prospects of Florida;
2
<PAGE>
(b) Discharged or satisfied any liens or encumbrances, or paid any
obligation or liability, absolute, accrued, contingent or otherwise and
whether due or to become due, other than current liabilities shown on the
Balance Sheet and current liabilities incurred since the closing of
business on the date of the Balance Sheet, in each case, in the ordinary
course of business;
(c) Declared or made any payment or distribution to its Stockholders
or purchased or redeemed, or obligated itself to purchase or redeem, any of
its shares of Capital Stock or other securities;
(d) Mortgaged, pledged, or subjected to lien, or any other
encumbrances or charges, any of its assets, tangible or intangible;
(e) Sold or transferred any of its assets except for inventory sold in
the ordinary course of business or canceled any debt or claim;
(f) Suffered any damage, destruction, or loss (whether or not covered
by insurance) affecting the properties, business, or prospects of Florida,
or waived any rights of substantial value;
(g) Entered into any transaction other than in the ordinary course of
business.
(6) There are no legal actions, suits, arbitration's, or other legal or
administrative proceedings pending against Florida which would affect it, its
properties, asses, or business. Florida is not in default with respect to any
judgment, order or decree of any government agency or instrumentality.
(7) Florida has good and marketable title to all of its properties and
assets, including without limitation those reflected in the Balance Sheet and
those used or located on property controlled by Florida in its business on the
date of the Balance Sheet and acquired thereafter (except assets sold in the
ordinary course of business), subject to no mortgage, pledge, lien, charge,
security interest, encumbrance, or restriction except those which (a) are
disclosed on the Balance Sheet as securing specified liabilities; (b) are
disclosed in the Schedule of Assets referred to in Subparagraph 3.01 (8) hereof;
or (c) do not materially adversely affect the use thereof. The building and
equipment of Florida are in good condition and repair, reasonable wear and tear
excepted. Florida has not been, to the knowledge of any officer of Florida,
threatened with any action or proceeding under any building or zoning ordinance,
regulation or law.
(8) Prior to Closing date, Florida will have delivered to NY a separate
Schedule of Assets, specifically referring to this paragraph, containing:
(a) A true and complete aged list of accounts receivable (if any) as
of a date no earlier than the Closing Date.
(b) A true and complete list of all capitalized machinery, tools,
equipment, and rolling stock owned by Florida, setting forth all liens,
claims, encumbrances, charges, restrictions, covenants, and conditions.
(c) A complete schedule of all fire and other casualty and liability
policies of Florida in effect at the time of delivery of said schedule.
3
<PAGE>
(9) Florida is not a party to, or otherwise bound by, any written or oral:
(a) Contract or agreement not made in the ordinary course of business;
(b) Lease with respect to any property, real or personal, whether as
lessor or lessee, except as reflected in the Balance Sheet.
(c) Contract or other commitment continuing for a period of more than
thirty days and which is not terminable without cost or other liability to
Florida or its successor except as shown on the Balance Sheet.
Florida has in all respects performed all obligations required to be performed
by it to date and is not in material default under any of the contracts,
agreements, leases, documents, or other arrangement to which it is a party or by
which it is otherwise bound.
(10) The books of account, minute books, stock certificate books, and stock
transfer ledgers of Florida are complete at Closing and also correct, and there
have been no transactions involving the business of Florida which properly
should have been set forth in said respective books, other than those set forth
therein.
(11) Since the Balance Sheet there has not been any material adverse change
in, or event or condition materially and adversely affecting the condition
(financial or otherwise) of the properties, assets or liabilities of Florida.
3.02 NY represents and warrants to Florida and its stockholders as follows:
(1) NY is a corporation duly organized, validly existing, and in good
standing under the laws of the State of Nevada.
(2) NY's authorized capital stock consists of 100,000,000 shares of common
stock and 10,000,000 shares of preferred stock, par value S.001. At the close of
this Agreement 1,150,000 shares of common stock will be validly issued and
outstanding and no preferred stock will have been issued. This figure reflects
the 600,000 shares beneficially issued to the shareholders of Florida under Rule
3(a)(9) of the Securities Act of 1933.
(3) The execution, delivery, and performance of this Agreement has been
duly authorized by all requisite corporate action. This Agreement constitutes a
valid and binding obligation of NY in accordance with its terms. No provision of
the Articles of Incorporation and any amendments thereto, by-laws and any
amendments thereto, or of any contract to which NY is a party or otherwise
bound, prevents NY from delivering good title to its shares of such capital
stock in the manner contemplated hereunder.
(4) NY has furnished Florida with a statement of management, and previous
management, that there are no current assets and no liabilities, and that the
corporation, and its predecessor have had no activities in which it could have
incurred any liabilities since 1989. It has been operating as a wholly owned
subsidiary of Guinness Telli*Phone Corporation, a Nevada corporation, a
reporting company under the rules and regulations of the Securities and Exchange
Commission. The stock of the company is trading under the symbol TELI on the
over the counter, Bulletin Board. All reports required to be filed with
Securities and Exchange Commission have been filed, and the company is current
with all such filings.
(5) All of the NY common shares to be issued to Florida shareholders will,
when so issued, be validly issued and outstanding, fully paid and nonassessable.
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(6) Since the financial condition statement, there has not been any
material or adverse change in, or event or condition materially and adversely
affecting the condition of NY.
ARTICLE IV
4.01 Florida covenants that all statements made herein and hereto are true
and correct and may be relied upon by NY.
4.02. Florida covenants and warrants that all books, records and financial
statements employed or used in connection with this Agreement are true and
correct and that the right to examine same has been extended to NY and its
representatives.
4.03. Federal Securities Act - Unregistered Stock:
(1) Each, Florida stockholder acknowledges that the shares of NY common
stock to be delivered to him pursuant to this Agreement have not and are not
registered under the 1933 Act, as amended, and that accordingly such stock is
not fully transferable except as permitted under various exemptions contained in
the 1933 Act, and the rules of the Securities and Exchange Commission
interpreting said Act. The provisions contained in this paragraph are intended
to ensure compliance with the 1933 Act, as amended.
(2) Each Florida stockholder agrees that the certificates evidencing the
shares he will receive shall contain substantially the following legend:
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR
INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED UNLESS THE SAME ARE REGISTERED
UNDER THE SECURITY ACT OF 1933, OR THE COMPANY RECEIVES AN OPINION FROM COUNSEL
SATISFACTORY TO IT THAT SUCH REGISTRATION IS NOT REQUIRED FOR SALE OR TRANSFER
OR THAT THE SHARES HAVE BEEN LEGALLY SOLD IN BROKER TRANSACTIONS PURSUANT TO
RULE 144 OF THE RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION
PROMULGATED UNDER SECURITY ACT OF 1933."
ARTICLE V
5.01 Conditions Precedent:
(1) The aggregate number of shares of the corporation's capital stock
tendered by the Florida stockholders at the closing shall constitute 100 percent
of all of the issued and outstanding Capital Stock of Florida.
ARTICLE VI
6.01 Paragraph and other headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
6.02 This Agreement shall be construed under and in accordance with the
laws of the State of Nevada.
6.03 This Agreement shall be binding on and inure to the benefit of and be
enforceable by the Florida shareholders and NY, their respective heirs,
executors, administrators, legal representatives, successors, and assigns except
as otherwise expressly provided herein.
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6.04 Should there be any litigation arising from this transaction, the
prevailing party shall be entitle to recover reasonable attorney's fees from the
other party, which fees may be set by the court in the trial of such action or
may be enforced in a separate action brought for that purpose. These fees shall
be in addition to any other relief which may be awarded.
ARTICLE VII
7.01 Resignations: Immediately upon the Closing, N.Y. Floral Enterprises,
Inc. shall hold a Special Meeting of its Board of Directors, at which time
Lawrence A. Guinness and Dixie Tanner, who are the current officers directors of
N.Y. Floral Enterprises, Inc. shall submit their respective resignations, and at
which time Barry Abrams, and his slate of officers and directors shall be
appointed in their places.
IN WITNESS WHEREOF, the parties hereto have executed this Plan and
Agreement of Reorganization on the date first set forth, at Boca Raton, Florida.
N.Y. FLORAL ENTERPRISES, INC.
/S/ Lawrence A. Guinness
---------------------------------
By: Lawrence A. Guinness, President
/S/ Dixie Tanner
---------------------------------
By: Dixie Tanner, Secretary
N.Y. FLORAL CO., INC.
/S/ Victor DeFrisco
---------------------------------
By: Victor DeFrisco, President
/S/ Sale DeFrisco
---------------------------------
By: Sal DeFrisco, Secretary
/S/ Barry Abrams
---------------------------------
By: Barry Abrams, as Trustee
for all Shareholders of N.Y.
Floral, Co.
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