U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
(Mark One)
__X__ Quarterly report under section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended October 31, 1997.
_____ Transition report under section 13 or 15(d) of the Securities
Exchange Act of 1934 [No Fee Required] for the transition period from
_________ to _________.
Commission File No: 0-25818
WORLDWIDE INTERNET MARKETING, INC.
(Name of small business in its charter)
Colorado 84-1293163
(State or other (IRS Employer Id. No.)
jurisdiction of Incorporation)
14 East Main Street
P. O. Box 309
Los Gatos, CA 95301
(Address of Principal Office) Zip Code
Issuer's telephone number: (408) 354-6081
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act during the past 12
months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes X No ____
Applicable only to issuers involved in bankruptcy proceedings during the
past five years:
Check whether the issuer has filed all documents and reports required to
be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court. Yes ____
No ____
Applicable only to corporate issuers
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date. At October 31, 1997,
the following shares of common were outstanding: Common Stock, no
par value, 1,379,500 shares.
Transitional Small Business Disclosure
Format (Check one):
Yes ____ No X <PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
WORLDWIDE INTERNET MARKETING, INC.
(A Development Stage Company)
Quarter Ended October 31, 1997<PAGE>
WORLDWIDE INTERNET MARKETING, INC.
(A Development Stage Company)
Index to Financial Statements
Balance Sheet
Statements of Loss and Accumulated Deficit
Statements of Cash Flows
Notes to Financial Statements<PAGE>
WORLDWIDE INTERNET MARKETING, INC.
(A Development Stage Company)
BALANCE SHEET
October 31, 1997
(Unaudited)
<TABLE>
<CAPTION>
<S> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents -
Total current assets -
NON-CURRENT ASSETS
Organizational costs (net) 246
Total other assets 246
TOTAL ASSETS 246
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable 5,388
Accounts payable - related party 7,244
Total current liabilities 12,632
STOCKHOLDERS' EQUITY
Common stock, no par value
100,000,000 shares authorized;
1,379,500 shares issued and
outstanding 8,635
Preferred stock, no par value
10,000,000 shares authorized;
no shares issued and outstanding -
Additional paid-in capital 3,489
Deficit accumulated during the
development stage (24,510)
Total stockholders' equity (12,386)
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY 246
</TABLE>
The accompanying notes are an integral part of the financial statements.<PAGE>
WORLDWIDE INTERNET MARKETING, INC.
(A Development Stage Company)
STATEMENTS OF LOSS AND ACCUMULATED DEFICIT
(UNAUDITED) Page 1 of 2
<TABLE>
<CAPTION>
For quarter ended 10/31
1997 1996
<S> <C> <C>
REVENUES
Income - -
EXPENSES
Amortization 25 25
Bank charges - 14
Rent - 150
Legal and
professional 3,794 -
Miscellaneous fees 50 -
Directors Fees - -
TOTAL EXPENSES 3,869 189
NET LOSS (3,869) (189)
Balance, beginning of
period (20,641) (8,937)
Balance, end of
period (24,510) (9,126)
NET LOSS
PER SHARE (NIL) (NIL)
WEIGHTED AVERAGE
NUMBER OF SHARES
OUTSTANDING 1,379,500 1,349,895
</TABLE>
The accompanying notes are an integral part of the financial statements.<PAGE>
WORLDWIDE INTERNET MARKETING, INC.
(A Development Stage Company)
STATEMENTS OF LOSS AND ACCUMULATED DEFICIT
(UNAUDITED) Page 2 of 2
<TABLE>
<CAPTION>
Period from
Inception For nine months ended 10/31
(1/19/95)
to October 31, 1997 1997 1996
<S> <C> <C> <C>
REVENUES
Income - - -
EXPENSES
Amortization 254 75 75
Bank charges 84 - 38
Rent 1,075 - 450
Legal and
professional 21,704 9,323 -
Miscellaneous fees 155 50 -
Directors Fees 1,238 - -
TOTAL EXPENSES 24,510 9,448 563
NET LOSS (24,510) (9,448) (563)
Balance, beginning of
period - (15,062) (8,748)
Balance, end of
period (24,510) (24,510) (9,311)
NET LOSS
PER SHARE (NIL) (NIL) (NIL)
WEIGHTED AVERAGE
NUMBER OF SHARES
OUTSTANDING 1,361,496 1,369,500 1,349,895
</TABLE>
The accompanying notes are an integral part of the financial statements.<PAGE>
WORLDWIDE INTERNET MARKETING, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Period from
Inception For the nine months ended
(1/15/95) October 31
to 10/31/97 1997 1996
<S> <C> <C> <C>
CASH FLOWS FROM
OPERATING
ACTIVITIES
Net Loss (24,510) (9,448) (563)
Noncash items
included in net loss:
Rent 1,075 - 450
Amortization expense 254 75 75
Expenses paid by
related party 2,414 - -
Stock issued for
services 1,288 50 -
Changes in:
Current
liabilities 12,632 9,323 -
Net cash used
by operating
activities (6,847) - (38)
CASH FLOWS FROM
INVESTING
ACTIVITIES - - -
CASH FLOWS FROM
FINANCING
ACTIVITIES
Issuance of common 6,847 - -
Net cash provided by
financing activities 6,847 - -
NET INCREASE
(DECREASE) IN
CASH AND CASH
EQUIVALENTS - - (38)
CASH AND CASH
EQUIVALENTS,
BEGINNING OF
PERIOD - - 673
CASH AND CASH
EQUIVALENTS,
END OF PERIOD - - 635
</TABLE>
The accompanying notes are an integral part of the financial statements.<PAGE>
WORLDWIDE INTERNET MARKETING, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
October 31, 1997
1. MANAGEMENT'S REPRESENTATION OF INTERIM
FINANCIAL INFORMATION.
The accompanying financial statements have been prepared by
Worldwide Internet Marketing, Inc. without audit pursuant to the rules
and regulations of the Securities and Exchange Commission. Certain
information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted as allowed by such rules and
regulations, and management believes that the disclosures are adequate
to make the information presented not misleading. These financial
statements include all of the adjustments which, in the opinion of
management, are necessary to a fair presentation of financial position
and results of operations. All such adjustments are of a normal and
recurring nature. These financial statements should be read in
conjunction with the audited financial statements at January 31, 1997.
2. CAPITAL TRANSACTION.
On October 30, 1997, the Company agreed to issue 10,000 shares
of common stock to fifteen (15) of its existing shareholders at $.005 per
share. The Company recorded $50 of miscellaneous expense and a
corresponding increase to shareholders equity as a result of the
agreement.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR
PLAN OF OPERATION.
The Company's plan of operations for the next twelve months is
to continue to seek to complete a merger or acquisition transaction with
a small or medium-sized enterprise which desires to become a public
corporation. In selecting a potential merger or acquisition candidate, the
Company will consider many factors, including, but not limited to,
potential for growth and profitability, quality and experience of
management, capital requirements, and the ability of the Company to
qualify its shares for trading on NASDAQ or on an exchange.
The types of business enterprises which it is believed might find
a business combination with the Company to be attractive include
acquisition candidates desiring to create a public market for their shares
in order to enhance liquidity for current shareholders, acquisition
candidates which have long-term plans for raising capital through the
public sale of securities and believe that the possible prior existence of
a public market for their securities would be beneficial, foreign
companies desiring to obtain access to U.S. customers and U.S. capital
markets, and acquisition candidates which plan to acquire additional
assets through issuance of securities rather than for cash, and believe that
the possibility of development of a public market for their securities will
be of assistance in that process. Acquisition candidates which have a
need for an immediate cash infusion are not likely to find a potential
business combination with the Company to be an attractive alternative.
Although it has had preliminary discussions with several potential
merger or acquisition candidates, the Company is unable to predict when
it may participate in a business opportunity. It has not established any
deadline for completion of a transaction, and anticipates that the process
could continue throughout the next twelve months.
The Company's balance sheet for the quarter ended October 31,
1997, reflects no current assets and current liabilities in the amount of
$12,632. Accordingly, the Company will be required to raise additional
funds, or its shareholders will be required to advance funds in order to
pay its current liabilities and to satisfy the Company's cash requirements
for the next twelve months.
PART II.
ITEM 2. CHANGES IN SECURITIES.
(c) Recent sales of unregistered securities.
On October 30, 1997, the Company agreed to issue 10,000 shares
of common stock to certain shareholders pursuant to a Stock Purchase
Agreement. The issuance of the shares is part of a larger transaction in
which the shareholders agreed to sell other shares of the Company's
common stock to certain third parties. The Stock Purchase Agreement
provides for the issuance of 50,000 shares which represents the number
of shares to be issued in connection with the 10,000 shares following a
stock split anticipated during the fiscal quarter ending January 31, 1998.
ITEM 5. OTHER INFORMATION
On October 27, 1997, Alan J. Setlin acquired control of the
registrant by purchasing all of the common shares previously owned by
Capital Twain, Inc., a Nevada corporation. In the transaction, Mr.
Setlin acquired 1,189,500 shares of common stock, representing
approximately 86.86% of the issued and outstanding stock. He
subsequently transferred 269,500 shares on a gratuitous basis to certain
family members and business associates. Mr. Setlin retained direct
ownership of 920,000 shares, and may be deemed to be the beneficial
owner of an additional 60,000 shares owned by his spouse. Thus, Mr.
Setlin has direct or indirect beneficial ownership of 980,000 shares,
representing approximately 71.56% of the issued and outstanding stock
of the registrant. The transaction also involved the transfer of 2,695,000
Class A Warrants and 1,347,500 Class B Warrants previously owned by
Capital Twain, Inc., representing approximately 98.39% of each class
of warrants.
The purchase price for the shares was $75,000.00 and was paid
by execution of two promissory notes in the amount of $37,500 each.
One of such notes is payable to Capital Twain, Inc., and the other is
payable to Brownstone Holdings, LLC, a California limited liability
company, in consideration of its release and waiver of any claim it may
otherwise have had against Capital Twain, Inc., for an interest in the
shares. The notes are due and payable upon the first to occur of (i)
completion of a contemplated stock acquisition transaction between the
registrant and Futurenet Online, Inc., pursuant to which the registrant
acquires not less than eighty percent (80%) of the issued and outstanding
capital stock of Futurenet Online International, Inc.; or (ii) December
31, 1997.
The purchase was completed pursuant to the terms of a Stock
Purchase Agreement dated October 27, 1997, between Donald Saunders
and Alan J. Setlin, as Buyer, and Capital Twain, Inc., as Seller. Mr.
Saunders was a named party to the transaction because he agreed to
serve as co-signer of the two promissory notes, but he did not acquire
any portion of the shares which were purchased. Brownstone Holdings,
LLC, was a named party to the Stock Purchase Agreement for purposes
of waiving any claim it may otherwise have had against Capital Twain,
Inc., for an interest in the shares.
In conjunction with the change in control of the registrant, the
existing directors of the registrant resigned, and the following persons
were selected as directors, to fill the remaining unexpired terms of their
predecessors:
<TABLE>
<CAPTION>
Name Position
<S> <C>
Frederick Neebling Chairman
Michael L. Abrams Director
Thomas K. Russell Director
</TABLE>
In November 1997, the shareholders approved a proposal to split
the Company's outstanding common stock at a ratio of 5:1, thereby
increasing the number of outstanding shares from 1,379,500 to
12,415,500. Simultaneously, certain shareholders agreed to cancel
4,798,000 shares leaving 7,657,500 shares outstanding. The stock split
and cancellation also increased the number of Class A and Class B
warrants from 2,739,000 and 1,369,500 respectively, to 3,000,000 each.
In November 1997, the shareholders also approved a proposal to
amend the Company's articles of incorporation changing its name to
"Worldwide Internet Marketing, Inc." The amendment became effective
on November 17, 1997.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
3.1 Articles of Incorporation of Chelmsford Capital, Ltd.
dated January 19, 1995, are incorporated by reference from Exhibit 3.1
of the Company's Form 10-KSB for the fiscal year ended January 31,
1997.
3.2 Bylaws of Chelmsford Capital, Ltd. dated January 19,
1995, are incorporated by reference from Exhibit 3.2 of the Company's
Form 1--KSB for the fiscal year ended January 31, 1997.
3.3 Articles of Amendment to the Articles of Incorporation of
Chelmsford Capital, Ltd. dated October 26, 1997.
10.1 Agreement for the Purchase and Sale of Stock, dated
October 27, 1997, between Alan J. Setlin and Donald G. Saunders as
buyers, and Capital Twain, Inc. and Brownstone Holdings, LLC, as
sellers, is incorporated by reference from Exhibit 2 of the Company's
Form 8-K filed November 12, 1997.
10.2 Stock Purchase Agreement, dated October 30, 1997,
between Dean Sessions as agent for sellers, Thomas K. Russell as agent
for buyers, and Chelmsford Capital, Ltd.
27 Financial Data Schedule.
(b) Reports on Form 8-K - The Company filed the following Current
Report on Form 8-K during the fiscal quarter ended October 31, 1997:
On November 12, 1997, the Company filed a Current Report on
Form 8-K, reporting under Item 1(i) a change in control of the Company
pursuant to an Agreement for the Purchase and Sale of Stock, dated
October 27, 1997, and (ii) in conjunction with the change in control, the
resignation of directors and selection of new directors.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
WORLDWIDE INTERNET MARKETING, INC.
(Registrant)
Date: December 22, 1997
By: /s/____________________________
Frederick Neebling, President
<PAGE>
Exhibit 3.1 - Articles of Amendment to the Articles of Incorporation
Mail to: Secretary of State For office use only
Corporations Section
1560 Broadway, Suite 200
Denver, CO 80202
(303) 894-2251
MUST BE TYPED Fax (303) 894-2242
FILING FEE: $25.00
MUST SUBMIT TWO COPIES
ARTICLES OF AMENDMENT TO THE ARTICLES OF
INCORPORATION
Please include a typed self-addressed envelope.
Pursuant to the provisions of the Colorado Business Corporation Act, the
undersigned corporation adopts the following Articles of Amendment to
its Articles of Incorporation:
FIRST: The name of the corporation is CHELMSFORD CAPITAL,
LTD.
SECOND: The following amendment to the Articles of Incorporation
was adopted on October 26, 1997, as prescribed by the Colorado
Business Corporation Act, in the manner marked with an X below:
No shares have been issued or Directors Elected - Action by
Incorporators
No shares have been issued but Directors Elected - Action by
Directors
Such amendment was adopted by the board of directors where
shares have been issued and shareholder action was not required.
Such amendment was adopted by a vote of the shareholders. The
number of shares voted for the amendment was sufficient for approval.
THIRD: If changing corporate name, the new name of the corporation
is WORLDWIDE INTERNET MARKETING, INC.
FOURTH: The manner, if not set forth in such amendment, in which
any exchange, reclassification, or cancellation of issued shares provided
for in the amendment shall be effected, is as follows:
If these amendments are to have a delayed effective date, please list that
date: (Not to exceed ninety (90) days from the date of filing)
Signature /s/ Thomas K. Russell
Title: Secretary
Dated: November 17, 1997
<PAGE>
Exhibit 10.2 - STOCK PURCHASE AGREEMENT
Agreement dated as of October 30, 1997, among Thomas K.
Russell, as agent for the purchasers listed on Exhibit A attached hereto,
having an address at 32 Antibes, Laguna Niguel, California 92677,
(hereinafter referred to as "Buyer's Agent"), Dean F. Sessions, as agent
for the sellers listed on Exhibit B attached hereto, having an address at
P.O. Box 17881, Boulder, Colorado 80308 (hereinafter referred to as
"Seller's Agent"), and Chelmsford Capital, Ltd., a Colorado
corporation, having an address at 1055 E. Tropicana Avenue, Suite 700,
Las Vegas, Nevada 89119 (hereinafter referred to as the "Company").
This Agreement sets forth the terms and conditions upon which
the Seller's Agent, for and on behalf of the individual shareholders of
the Company listed on Exhibit B attached hereto (the "Selling
Shareholders"), is today selling, and the Buyer's Agent, for and on
behalf of the individual purchasers listed on Exhibit A (the "Purchasing
Shareholders"), is today purchasing 180,000 shares of the issued and
outstanding common stock (the "Shares"), 22,000 Class A Warrants (the
"A Warrants") and 11,000 Class B Warrants (the "B Warrants") of the
Company (the Shares, the A Warrants and the B Warrants are referred
to as the "Securities").
In consideration of the mutual agreements contained herein, the
parties hereby agree as follows:
I. SALE OF THE SHARES
1.01 Shares being Sold. Subject to the terms and
conditions of this Agreement, the Seller's Agent is selling, assigning and
delivering the Securities to the Buyer's Agent at the closing provided for
in Section 1.03 hereof (the "Closing"), free and clear of all liens,
charges, or encumbrances of whatsoever nature.
1.02 Consideration. The cash purchase price of
$25,000.00 for the Securities shall be paid at the Closing, in certified
funds, official bank check or wired funds.
1.03 Closing. The Closing of the transactions provided
for in Section 1.04 and 1.05 shall take place at 4750 Table Mesa Drive,
on October 30, 1997, or at such other date and time as the parties may
mutually agree in writing.
1.04 Delivery by the Sellers Agent. At the Closing, the
Sellers Agent shall deliver to the Buyers Agent certificates representing
the Shares, the A Warrants and the B Warrants, endorsed in blank and
otherwise in form acceptable for transfer on the books of the Company.
1.05 Delivery by the Buyers Agent. At the Closing the
Buyers Agent shall deliver to the Sellers Agent the cash payment
provided for in Section 1.02 hereof.
II. RELATED TRANSACTIONS.
2.01 Finder. Sellers Agent and Buyers Agent
acknowledge that there were no finders with respect to the transaction
contemplated herein.
2.02 Expenses of the Transaction. The Purchasing
Shareholders shall be solely responsible for paying all expenses of the
transaction incurred described herein, including but not limited to filing
fees, legal fees, accounting fees, escrow agent fees, printing expenses,
certificate engraving fees and transfer agent fees.
2.03 Issuance of Restricted Shares. At or prior to
Closing, the Purchasing Shareholders shall have caused the Company to
take such steps as may be reasonably necessary or appropriate in order
to issue a total of 50,000 shares of its authorized but previously unissued
shares of common stock to be issued to the persons and in the
proportions listed on Exhibit C attached hereto. It is understood and
agreed that such shares shall constitute restricted securities as that term
is defined in Rule 144 under the Securities Act of 1933. Accordingly,
the share certificates representing such shares shall bear an appropriate
restrictive legend.
2.04 Purpose of Transaction. The Purchasing
Shareholders are purchasing the Shares in anticipation of the completion
of an acquisition transaction pursuant to which the Company acquires not
less than eighty percent (80%) of the issued and outstanding capital stock
of Futurenet Online International, Inc., a Colorado corporation, which
is currently a wholly-owned subsidiary of Futurenet Online, Inc.
III. REPRESENTATIONS AND WARRANTIES BY THE AGENT.
The Sellers Agent hereby represents and warrants for and on
behalf of the Selling Shareholders as follows:
3.01 Ownership of Securities and Authority.
(a) All of the Securities owned by the Selling
Shareholders are owned free and clear of any liens, claims, options,
charges, or encumbrances of whatsoever nature. The Sellers Agent has
the unqualified right to sell, assign, and deliver the Securities for and on
behalf of the Selling Shareholders, and, upon consummation of the
transactions contemplated by this Agreement, the Buyers Agent will
acquire for and on behalf of the Purchasing Shareholders good and valid
title to the Securities, free and clear of all liens, claims, options,
charges, and encumbrances of whatsoever nature.
3.02 Authority; No Violation. The execution and
delivery of this Agreement by the Sellers Agent on behalf of the Selling
Shareholders, and by the Company, and the consummation by them of
the transactions contemplated hereby have been duly authorized. Neither
the execution and delivery of this Agreement nor the consummation of
the transactions contemplated hereby will constitute a violation or default
under any term or provision of the Certificate of Incorporation or bylaws
of the Company, or of any contract, commitment, indenture, other
agreement or restriction of any kind or character to which the Company
or any of the Selling Shareholders is a party or by which the Company
or any of the Selling Shareholders is bound.
IV. REPRESENTATIONS AND WARRANTIES BY THE BUYER.
The Buyers Agent hereby represents and warrants for and on
behalf of the Purchasing Shareholders as follows:
4.01 Authority; No Violation. The execution and
delivery of this Agreement by the Buyers Agent, and the consummation
by the Buyers Agent of the transactions contemplated hereby for and on
behalf of the Purchasing Shareholders have been duly authorized.
Neither the execution nor the delivery of this Agreement, nor the
consummation of the transactions contemplated hereby, will constitute
a violation of California law or the law of any other state.
4.02 Representations Regarding the Acquisition of the
Shares.
(a) The Purchasing Shareholders understand the
speculative nature and risks of investments associated with the Company
and Buyers Agent hereby confirms for and on behalf of the Purchasing
Shareholders that: (i) the Securities are suitable and consistent with the
investment program of each of the Purchasing Shareholders; (ii) that the
financial position of each of the Purchasing Shareholders enables such
shareholder to bear the risk of the investment; and (iii) that there may
not be any public market for the Securities purchased herein;
(b) Neither the Company, the Sellers Agent,
nor the Selling Shareholders is under an obligation to register or seek an
exemption under any federal and/or state securities acts for any resale or
transfer of the Securities by the Buyers Agent or by the Purchasing
Shareholders subsequent to the completion of the transactions described
herein, and the Purchasing Shareholders are solely responsible for
determining the status, in their hands, of the Securities acquired in the
transaction and the availability, if required, of exemptions from
registration for purposes of resale or transfer of such Securities; and
(c) The Buyers Agent, for and on behalf of the
Purchasing Shareholders, has had the opportunity to ask questions of the
Company and receive additional information from the Company to the
extent that the Company possessed such information, or could acquire
it without unreasonable effort or expense necessary to evaluate the merits
and risks of any investment in the Company. Further, the Buyers
Agent, for and on behalf of the Purchasing Shareholders, has been given
the opportunity to review: (1) All material books and records of the
Company; (2) all material contracts and documents relating to the
proposed transaction; (3) all filings made with the SEC; and, (4) an
opportunity to question the appropriate executive officers of the
Company.
V. SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION.
5.01 Survival of Representations. All representations,
warranties, and agreements made by any party in this Agreement or
pursuant hereto shall survive the execution and delivery hereof and any
investigation at any time made by or on behalf of any party.
5.02 Indemnification by Purchasing Shareholders. The
Buyers Agent hereby agrees for and on behalf of the Purchasing
Shareholders, to indemnify the Sellers Agent, the Selling Shareholders
and the Company, and hold them harmless from and in respect of any
assessment, loss, damage, liability, cost, and expense (including, without
limitation, interest, penalties, and reasonable attorneys' fees), imposed
upon or incurred by the Sellers Agent, the Selling Shareholders or the
Company resulting from a breach of any agreement, representation, or
warranty of the Purchasing Shareholders contained herein.
VI. MISCELLANEOUS
6.01 Further Assurances. From time to time, at the
request of the Buyers Agent for and on behalf of the Purchasing
Shareholders, and without further consideration, the Sellers Agent shall
execute for and on behalf of the Selling Shareholders and transfer such
documents and take such action as the Buyers Agent may reasonably
request in order to effectively consummate the transactions herein
contemplated.
6.02 Parties in Interest. All the terms and provisions of
this Agreement shall be binding upon, shall inure to the benefit of, and
shall be enforceable by the prospective heirs, beneficiaries,
representatives, successors, and assigns of the parties hereto. For
purposes of the foregoing, the parties shall be deemed to include the
Purchasing Shareholders, the Selling Shareholders, the Company, the
Sellers Agent and the Buyers Agent.
6.03 Prior Agreements; Amendments. This Agreement
supersedes all prior agreements and understandings between the parties
with respect to the subject matter hereof. This Agreement may be
amended only by a written instrument duly executed by the parties hereto
or their respective successors or assigns.
6.04 Headings. The section and paragraph headings
contained in this Agreement are for reference purposes only and shall
not affect in any way the meaning or interpretations of this Agreement.
6.05 Confidentiality. Each party hereby agrees that all
information provided by the other party and identified as "confidential"
will be treated as such, and the receiving party shall not make any use
of such information other than with respect to this Agreement. If the
Agreement shall be terminated, each party shall return to the other all
such confidential information in their possession, or will certify to the
other party that all of such confidential information that has not been
returned has been destroyed.
6.06 Notices. All notices, requests, demands, and other
communications hereunder shall be in writing and shall be deemed to
have been duly given if delivered or mailed (registered or certified mail,
postage prepaid, return receipt requested) as follows:
If to the Sellers Agent:
Dean F. Sessions
P.O. Box 17881
Boulder, Colorado 80308
If to the Buyers Agent:
Thomas K. Russell
32 Antibes
Laguna Niguel, California 92677
If to the Company:
Chelmsford Capital, Ltd.
ATTN: Edward R. Delorme
1055 E. Tropicana Avenue, Suite 700
Las Vegas, Nevada 89119
6.07 Sellers Agent. The Sellers Agent shall have full
authority to execute all documents and receive funds on behalf of the
Selling Shareholders, and the Selling Shareholders have each authorized
Sellers Agent to act on their behalf in connection with the disbursement
of the monies set forth above and direct the Buyers Agent to issue its
check and deliver said funds to the Sellers Agent.
6.08 Buyers Agent. The Buyers Agent shall have
full authority to execute all documents and receive the Securities on
behalf of the Purchasing Shareholders, and the Purchasing Shareholders
have each authorized Buyers Agent to act on their behalf in connection
with the disbursement of the Securities and direct the Sellers Agent to
deliver the Securities to the Buyers Agent.
6.09 Effect. In the event any portion of this Agreement
is deemed to be null and void under any state or federal law, all other
portions and provisions not deemed void or voidable shall be given full
force and effect.
IN WITNESS WHEREOF, this Stock Purchase
Agreement has been duly executed and delivered by the Sellers Agent,
the Buyers Agent and the Company on the date first above written.
SELLERS AGENT:
/s/Dean F. Sessions
BUYERS AGENT:
/s/Thomas K. Russell
COMPANY
CHELMSFORD CAPITAL, LTD.
a Colorado corporation
By:/s/Edward R. Delorme, President
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JAN-31-1998
<PERIOD-END> OCT-31-1997
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 246
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0
0
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</TABLE>
