AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is
made this 28th day of December, 1999, among Cybertel, Communications Corp., a
Nevada corporation ("Cybertel"); Like Dat Music, Inc., a California
corporation ("LDM"); and X.X. Xxxxxxx, the sole stockholder of LDM as listed
on Exhibit A hereto and who will execute and deliver a copy of the Agreement
(the "LDM Stockholder").
W I T N E S S E T H:
RECITALS
WHEREAS, the respective Boards of Directors of Cybertel and LDM
have adopted resolutions pursuant to which Cybertel shall acquire and the LDM
Stockholder shall exchange 100% of the outstanding common stock of LDM; and
WHEREAS, the sole consideration for 100% interest in LDM shall be
the exchange of $0.001 par value common stock of Cybertel (which shares are
all "restricted securities" as defined in Rule 144 of the Securities and
Exchange Commission) as outlined in Exhibit A; and
WHEREAS, the LDM Stockholder shall acquire in exchange the
"restricted securities" of Cybertel in a reorganization within the meaning of
Section 368(a)(1)(B), Section 351 or other available sections, laws or rules
and regulations of the Internal Revenue Code of 1986, as amended;
NOW, THEREFORE, in consideration of the mutual covenants and
promises contained herein, it is agreed:
Section 1
Exchange of Stock
1.1 Number of Shares. The LDM Stockholder agrees to
transfer to
Cybertel at the closing (the "Closing") 100% of the outstanding securities of
LDM, listed in Exhibit A, which is attached hereto and incorporated herein by
reference (the "LDM Shares"), in exchange for 100,000 shares of common stock
of Cybertel, as outlined in Exhibit A. Taking into account the current
outstanding shares of Cybertel's common stock, amounting to approximately
5,638,309 shares, there will be approximately 5,738,309 outstanding shares of
the reorganized Cybertel on the Closing.
1.2 Delivery of Certificates by LDM Stockholder. The
transfer
of the LDM Shares by the LDM Stockholder shall be effected by the delivery to
Cybertel at the Closing of stock certificate or certificates representing the
transferred shares duly endorsed in blank or accompanied by stock powers
executed in blank with all signatures witnessed or guaranteed to the
satisfaction of Cybertel and with all necessary transfer taxes and other
revenue stamps affixed and acquired at the LDM Stockholder's expense.
1.3 Further Assurances. At the Closing and from time to
time
thereafter, the LDM Stockholder shall execute such additional instruments and
take such other action as Cybertel may request in order to exchange and
transfer clear title and ownership in the LDM Shares to Cybertel.
1.4 Closing. The Agreement will be deemed to be
completed on
receipt of the signature of the LDM Stockholder.
Section 2
Closing
The Closing contemplated by Section 1 shall be held at the offices
of Xxxxxxx X. Xxxxxxxxxx, Esq., Suite 205 Hermes Building, 000 Xxxx 000 Xxxxx,
Xxxx Xxxx Xxxx, Xxxx 00000, on or before ten days following the execution and
delivery 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 Cybertel
Cybertel represents and warrants to, and covenants with, the LDM
Stockholder and LDM as follows:
3.1 Corporate Status. Cybertel is a corporation duly organized,
validly existing and in good standing under the laws of the State of Nevada
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. Cybertel is a publicly held
company, having previously and lawfully offered and sold a portion of its
securities in accordance with applicable federal and state securities laws,
rules and regulations.
3.2 Capitalization. The current pre-Agreement authorized
capital stock of Cybertel consists of 20,000,000 shares of $0.001 par value
common voting stock, of which approximately 5,638,309 shares are issued and
outstanding, all fully paid and non-assessable; and 5,000,000 shares of $0.001
par value preferred stock, none of which are issued and outstanding. Except
as otherwise provided herein, there are no outstanding options, warrants or
calls pursuant to which any person has the right to purchase any authorized
and unissued common or preferred stock of Cybertel.
3.3 Financial Statements. The financial statements of Cybertel
furnished to the LDM Stockholder and LDM, consisting of audited financial
statements for the years ended December 31, 1998 and 1997, and the period
ended September 30, 1999, attached hereto as Exhibit B and incorporated herein
by reference, are correct and fairly present the financial condition of
Cybertel 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 C, which is 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 in order to make the statements made, in light of the
circumstances under which they were made, not misleading.
3.4 Undisclosed Liabilities. Cybertel 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 C.
3.5 Interim Changes. Since the date of its balance sheets,
except as set forth in Exhibit C, there have been no (1) changes in financial
condition, assets, liabilities or business of Cybertel which, in the
aggregate, have been materially adverse; (2) damages, destruction or losses of
or to property of Cybertel, payments of any dividend or other distribution in
respect of any class of stock of Cybertel, 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 its employees.
3.6 Title to Property. Cybertel has good and marketable title
to all properties and assets, real and personal, reflected in its balance
sheets, and the properties and assets of Cybertel are subject to no mortgage,
pledge, lien or encumbrance, except for liens shown therein or in Exhibit C,
with respect to which no default exists.
3.7 Litigation. There is no litigation or proceeding pending,
or to the knowledge of Cybertel, threatened, against or relating to Cybertel,
its properties or business, except as set forth in Exhibit C. Further, no
officer, director or person who may be deemed to be an "affiliate" of Cybertel
is party to any material legal proceeding which could have an adverse effect
on Cybertel (financial or otherwise), and none is party to any action or
proceeding wherein any has an interest adverse to Cybertel.
3.8 Books and Records. From the date of this Agreement to the
Closing, Cybertel will (1) give to the LDM Stockholder and LDM or their
respective representatives full access during normal business hours to all of
Cybertel's offices, books, records, contracts and other corporate documents
and properties so that the LDM Stockholder and LDM or their respective
representatives may inspect and audit them; and (2) furnish such information
concerning the properties and affairs of Cybertel as the LDM Stockholder and
LDM or their respective representatives may reasonably request.
3.9 Tax Returns. Cybertel 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), Cybertel and its representatives will keep confidential any
information which they obtain from the LDM Stockholder or from LDM concerning
the properties, assets and business of LDM. If the transactions contemplated
by this Agreement are not consummated by December 31, 1999, Cybertel will
return to LDM all written matter with respect to LDM obtained by Cybertel in
connection with the negotiation or consummation of this Agreement.
3.11 Corporate Authority. Cybertel has full corporate power and
authority to enter into this Agreement and to carry out its obligations
hereunder and will deliver to the LDM Stockholder and LDM or their respective
representatives at the Closing a certified copy of resolutions of its Board of
Directors authorizing execution of this Agreement by Cybertel's officers and
performance thereunder, and that the directors adopting and delivering such
resolutions are the duly elected and incumbent directors of Cybertel.
3.12 Due Authorization. Execution of this Agreement and
performance by Cybertel hereunder have been duly authorized by all requisite
corporate action on the part of Cybertel, and this Agreement constitutes a
valid and binding obligation of Cybertel and performance hereunder will not
violate any provision of the Articles of Incorporation, Bylaws, agreements,
mortgages or other commitments of Cybertel.
3.13 Environmental Matters. Cybertel has no knowledge of any
assertion by any governmental agency or other regulatory authority of any
environmental lien, action or proceeding, or of any cause for any such lien,
action or proceeding related to the business operations of Cybertel or
Cybertel' predecessors. In addition, to the best knowledge of Cybertel, there
are no substances or conditions which may support a claim or cause of action
against Cybertel or any of Cybertel' current or former officers, directors,
agents or employees, whether by a governmental agency or body, private party
or individual, under any Hazardous Materials Regulations. "Hazardous
Materials" means any oil or petrochemical products, PCB's, asbestos, urea
formaldehyde, flammable explosives, radioactive materials, solid or hazardous
wastes, chemicals, toxic substances or related materials, including, without
limitation, any substances defined as or included in the definition of
"hazardous substances," "hazardous wastes," "hazardous materials," or "toxic
substances" under any applicable federal or state laws or regulations.
"Hazardous Materials Regulations" means any regulations governing the use,
generation, handling, storage, treatment, disposal or release of hazardous
materials, including, without limitation, the Comprehensive Environmental
Response, Compensation and Liability Act, the Resource Conservation and
Recovery Act and the Federal Water Pollution Control Act.
3.14 Access to Information Regarding LDM. Cybertel acknowledges
that it has been delivered copies of what has been represented to be
documentation containing all material information respecting LDM and LDM's
present and contemplated business operations, potential acquisitions,
management and other factors; that it has had a reasonable opportunity to
review such documentation and discuss it, to the extent desired, with its
legal counsel, directors and executive officers; that it has had, to the
extent desired, the opportunity to ask questions of and receive responses from
the directors and executive officers of LDM, and with the legal and accounting
firms of LDM, with respect to such documentation; and that to the extent
requested, all questions raised have been answered to Cybertel's complete
satisfaction.
Section 4
Representations, Warranties and Covenants of LDM
and the LDM Stockholder
LDM and the LDM Stockholder represent and warrant to, and covenant
with, Cybertel as follows:
4.1 Ownership. The LDM Stockholder owns the LDM Shares, free
and clear of any liens or encumbrances of any type or nature whatsoever, and
each has full right, power and authority to convey the LDM Shares owned
without qualification.
4.2 Corporate Status. LDM is a corporation duly organized,
validly existing and in good standing under the laws of the State of
California and is licensed or qualified as a foreign corporation in all states
or foreign countries and provinces in which the nature of LDM's business or
the character or ownership of LDM properties makes such licensing or
qualification necessary.
4.3 Capitalization. The authorized capital stock of LDM
consists of 1,000 shares of common stock, no par value per share, of which 350
shares are issued and outstanding, all fully paid and non-assessable. Except
as otherwise provided herein, there are no outstanding options, warrants or
calls pursuant to which any person has the right to purchase any authorized
and unissued common stock of LDM.
4.4 Financial Statements. The financial statements of LDM
furnished to Cybertel, consisting of an unaudited balance sheet as of November
30, 1999, and an unaudited Statement of Income for the eleven months ended
November 30, 1999, attached hereto as Exhibit D and incorporated herein by
reference, are correct and fairly present the financial condition of LDM as of
these dates and for the periods involved, and such statements were prepared by
management in good faith from the books and records of LDM, and no material
change has occurred in the matters disclosed therein, except as indicated in
Exhibit E, which is attached hereto and incorporated herein by reference.
These financial statements do not contain any untrue statement of a material
fact or omit to state a material fact necessary in order to make the
statements made, in light of the circumstances under which they were made, not
misleading.
4.5 Undisclosed Liabilities. LDM has no material liabilities of
any nature except to the extent reflected or reserved against in the trial
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 E attached hereto and incorporated herein by
reference.
4.6 Interim Changes. Since the date of the trial balance sheet,
except as set forth in Exhibit E, there have been no (1) changes in the
financial condition, assets, liabilities or business of LDM, in the aggregate,
have been materially adverse; (2) damages, destruction or loss of or to the
property of LDM, payment of any dividend or other distribution in respect of
the capital stock of LDM, 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 their employees.
4.7 Title to Property. LDM has good and marketable title to all
properties and assets, real and personal, proprietary or otherwise, reflected
in the trial balance sheet, and the properties and assets of LDM are subject
to no mortgage, pledge, lien or encumbrance, except as reflected in the
balance sheet or in Exhibit E, with respect to which no default exists.
4.8 Litigation. There is no litigation or proceeding pending,
or to the knowledge of LDM, threatened, against or relating to LDM or its
properties or business, except as set forth in Exhibit E. Further, no
officer, director or person who may be deemed to be an affiliate of LDM is
party to any material legal proceeding which could have an adverse effect on
LDM (financial or otherwise), and none is party to any action or proceeding
wherein any has an interest adverse to LDM.
4.9 Books and Records. From the date of this Agreement to the
Closing, the LDM Stockholder will cause LDM to (1) give to Cybertel 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 Cybertel may inspect and audit them; and (2) furnish such
information concerning the properties and affairs of LDM as Cybertel may
reasonably request.
4.10 Tax Returns. LDM 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), LDM, the LDM Stockholder and their representatives will
keep confidential any information which they obtain from Cybertel concerning
its properties, assets and business. If the transactions contemplated by this
Agreement are not consummated by December 31, 1999, LDM and the LDM
Stockholder will return to Cybertel all written matter with respect to
Cybertel obtained by them in connection with the negotiation or consummation
of this Agreement.
4.12 Investment Intent. The LDM Stockholder are acquiring the
shares to be exchanged and delivered to them under this Agreement for
investment and not with a view to the sale or distribution thereof, and the
LDM Stockholder have no commitment or present intention to liquidate the
Company or to sell or otherwise dispose of the Cybertel shares. The LDM
Stockholder shall execute and deliver to Cybertel on the Closing an Investment
Letter attached hereto as Exhibit F and incorporated herein by reference,
acknowledging the "unregistered" and "restricted" nature of the shares of
Cybertel being received under the Agreement in exchange for the LDM Shares;
receipt of certain material information regarding Cybertel; and whereby each
is compromising and/or waiving any claims each has or may have against LDM by
reason of the purchase of any securities of LDM by each or any of them prior
to the Closing of the Agreement.
4.13 Corporate Authority. LDM has full corporate power and
authority to enter into this Agreement and to carry out its obligations
hereunder and will deliver to Cybertel 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 LDM hereunder have been duly authorized by all requisite
corporate action on the part of LDM, and this Agreement constitutes a valid
and binding obligation of LDM and performance hereunder will not violate any
provision of the Articles of Incorporation, Bylaws, agreements, mortgages or
other commitments of LDM.
4.15 Environmental Matters. LDM and the LDM Stockholder have no
knowledge of any assertion by any governmental agency or other regulatory
authority of any environmental lien, action or proceeding, or of any cause for
any such lien, action or proceeding related to the business operations of LDM
or its predecessors. In addition, to the best knowledge of LDM, there are no
substances or conditions which may support a claim or cause of action against
LDM or any of its current or former officers, directors, agents, employees or
predecessors, whether by a governmental agency or body, private party or
individual, under any Hazardous Materials Regulations. "Hazardous Materials"
means any oil or petrochemical products, PCB's, asbestos, urea formaldehyde,
flammable explosives, radioactive materials, solid or hazardous wastes,
chemicals, toxic substances or related materials, including, without
limitation, any substances defined as or included in the definition of
"hazardous substances," "hazardous wastes," "hazardous materials," or "toxic
substances" under any applicable federal or state laws or regulations.
"Hazardous Materials Regulations" means any regulations governing the use,
generation, handling, storage, treatment, disposal or release of hazardous
materials, including, without limitation, the Comprehensive Environmental
Response, Compensation and Liability Act, the Resource Conservation and
Recovery Act and the Federal Water Pollution Control Act.
4.16 Access to Information Regarding Cybertel. LDM and the LDM
Stockholder acknowledge that they have been delivered copies of what has been
represented to be documentation containing all material information respecting
Cybertel 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 Cybertel, and
with the legal and accounting firms of Cybertel, with respect to such
documentation; and that to the extent requested, all questions raised have
been answered to their complete satisfaction.
Section 5
Conditions Precedent to Obligations of LDM
and the LDM Stockholder
All obligations of LDM and the LDM Stockholder under this
Agreement are subject, at their option, to the fulfillment, before or at the
Closing, of each of the following conditions:
5.1 Representations and Warranties True at Closing. The
representations and warranties of Cybertel 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.
5.2 Due Performance. Cybertel shall have performed and complied
with all of the terms and conditions required by this Agreement to be
performed or complied with by it before the Closing.
5.3 Officers' Certificate. LDM and the LDM Stockholder shall
have been furnished with a certificate signed by the President of Cybertel, in
such capacity, attached hereto as Exhibit G and incorporated herein by
reference, dated as of the Closing, certifying (1) that all representations
and warranties of Cybertel contained herein are true and correct; and (2) that
since the date of the financial statements (Exhibit B hereto), there has been
no material adverse change in the financial condition, business or properties
of Cybertel, taken as a whole.
Section 6
Conditions Precedent to Obligations of Cybertel
All obligations of Cybertel under this Agreement are subject, at
Cybertel's option, to the fulfillment, before or at the Closing, of each of
the following conditions:
6.1 Representations and Warranties True at Closing. The
representations and warranties of LDM and the LDM Stockholder 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.
6.2 Due Performance. LDM and the LDM Stockholder shall have
performed and complied with all of the terms and conditions required by this
Agreement to be performed or complied with by them before the Closing.
6.3 Officers' Certificate. Cybertel shall have been furnished
with a certificate signed by the President of LDM, in such capacity, attached
hereto as Exhibit H and incorporated herein by reference, dated as of the
Closing, certifying (1) that all representations and warranties of LDM and the
LDM Stockholder contained herein are true and correct; and (2) that since the
date of the financial statements (Exhibit D), there has been no material
adverse change in the financial condition, business or properties of LDM,
taken as a whole.
6.4 Books and Records. The LDM Stockholder or the Board of
Directors of LDM shall have caused LDM to make available all books and records
of LDM, including minute books and stock transfer records; provided, however,
only to the extent requested in writing by Cybertel at Closing.
6.5 Stockholder's Consent. The LDM Stockholder, who is the sole
stockholder of LDM, shall have executed and delivered the Agreement.
Section 7
Termination
Prior to Closing, this Agreement may be terminated (1) by mutual
consent in writing; (2) by either the directors of Cybertel or LDM and the LDM
Stockholder 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 Cybertel or LDM and the LDM Stockholder 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 8
General Provisions
8.1 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.
8.2 Waiver. Any failure on the part of any party hereto to
comply with any of Cybertel obligations, agreements or conditions hereunder
may be waived in writing by the party to whom such compliance is owed.
8.3 Brokers. 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 he/she/it.
8.4 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 Cybertel: 0000 Xxxxxxxxx Xxxxxx, Xxxxx 000
Xx Xxxxx, Xxxxxxxxxx 00000
With a copy to: Xxxxxxx X. Xxxxxxxxxx, Esq.
455 East 000 Xxxxx, #000
Xxxx Xxxx Xxxx, Xxxx 00000
If to LDM: P. O. Xxx 0000
Xxxxxx Xxxxx Xx, XX 00000
If to the LDM
Stockholder: To the address listed on Exhibit A
8.5 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.
8.6 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.
8.7 Governing Law. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of Nevada,
except to the extent pre-empted by federal law, in which event (and to that
extent only), federal law shall govern.
8.8 Assignment. This Agreement shall inure to the benefit of,
and be binding upon, the parties hereto and their successors and assigns.
8.9 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.
8.10 Default. In the event of any default hereunder, the
prevailing party in any action to enforce the terms and provisions hereof
shall be entitled to recover reasonable attorney's fees and related costs.
IN WITNESS WHEREOF, the parties have executed this
Agreement and Plan of Reorganization effective the day and year first above
written.
CYBERTEL, COMMUNICATIONS CORP.
Date: 28 Dec 1999. By/s/Xxxxxxx X. Xxxxxxxxxxx
Xxxxxxx X. Xxxxxxxxxxx, President
LIKE DAT MUSIC, INC.
Date: 12/28/99. By/s/X. X. Xxxxxxx
X. X. Xxxxxxx, President
Date: 12/28/99. /s/X. X. Xxxxxxx
X. X. Xxxxxxx
EXHIBIT A
Number of Shares of
Number of Shares Cybertel
Owned of to be
Name Like Dat Music Received in Exchange
X. X. Xxxxxxx 350 100,000
P. O. Xxx 0000
Xxxxxx Xxxxx Xx, XX 00000
EXHIBIT B
CYBERTEL, COMMUNICATIONS CORP.
FINANCIAL STATEMENTS
FOR THE YEARS ENDED
DECEMBER 31, 1998 and 1997
AND
SEPTEMBER 30, 1999
See Cybertel's 10QSB for the quarter ended September 30, 1999
EXHIBIT C
None.
EXHIBIT D
LIKE DAT MUSIC, INC.
UNAUDITED FINANCIAL STATEMENTS
AS OF NOVEMBER 30, 1999
LIKE DAT MUSIC, INC.
Balance Sheet at November 30, 1999
Assets
Cash 2,381
Accounts receivable 770
Total assets 3,151
Liabilities and Stockholders Equity
Accounts payable 31,223
Accrued payroll and payroll taxes 24,590
Total liabilities
Stockholder's equity:
Common stock 71,720
Retained earnings (124,382)
Total stockholder's equity (52,682)
Total liab. and stockholder's equity $ 3,151
LIKE DAT MUSIC, INC.
Statement of Income
Eleven month period ended November 30, 1999
Amount Percent
Revenue;
Commercial license fees $93,100 33.96
Original commercial fees 28,500 10.40
C.D. sales 144,486 52.70
Other 8,084 2.95
Total revenue 274,170 100.00
Operating expenses (see schedule) 232,718
Income before income taxes 41,452 15.12
State income taxes 800 0.29
------- ------
Net income $40,652 14.83
LIKE DAT MUSIC, INC.
Schedule of Operating Expenses
Eleven month period ended November 30, 1999.
Amount Percent
Payroll $47,019 3.00
Payroll taxes 4,655 1.70
Vehicle 7,699 2.81
Credit card expense 43,995 16.05
Equipment rental 3,287 1.20
insurance 6,405 2.34
Office expense 1,992 0.73
Postage 1,989 0.73
Production 9,065 3.31
Post-production 40,681 14.84
Professional services 5,448 1.99
Rent 7,416 2.71
Meals a entertainment 1,157 0.42
Travel 1,661 0.61
Telephone 5,930 2.16
Royalties 28,725 10.48
Web site expense 8,269 3.02
other 7,323 2.67
Total operating expenses $232,718 84.88
EXHIBIT E
None.
EXHIBIT F
Pacific Stock Transfer
P. O. Xxx 00000
Xxx Xxxxx, Xxxxxx 00000-0000
Cybertel, Communications Corp.
0000 Xxxxxxxxx Xxxxxx, Xxxxx 000
XxXxxxx, Xxxxxxxxxx 00000
Re: Exchange of shares of Like Dat Music, Inc., a
California corporation ("LDM"), for shares of
Cybertel, Communications Corp., a Nevada corporation
("Cybertel or "the Company")
Dear Ladies and Gentlemen:
Pursuant to that certain Agreement and Plan of Reorganization (the
"Agreement") between the undersigned, LDM and Cybertel, I acknowledge that I
have approved this exchange; that I am aware of all of the terms and
conditions of the Agreement; that I have received and personally reviewed a
copy of any and all material documents regarding the Company, including, but
not limited to Articles of Incorporation, Bylaws, minutes of meetings of
directors and stockholders, financial statements and the Company's 10-SB
Registration Statement and Form 10-QSB for the quarter ended September 30,
1999. I represent and warrant that no director or 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 am fully capable of bearing the
economic risk of the loss of my entire cost basis.
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 officer of the Company or of the legal and accounting firms for
the Company. I understand that the accounting firm for Cybertel is Xxxxxx &
Xxxxxx PLLC, 5444 Westheimer, #2080, Xxxxxxx, Xxxxx 00000; Telephone #713-840-
1210; and that legal counsel for Cybertel is Xxxxxxx X. Xxxxxxxxxx, Esq., 000
Xxxx 0xx Xxxxx, Xxxxx 000, Xxxx Xxxx Xxxx, Xxxx 00000, Telephone #801-363-
7411.
I also understand that I must bear the economic risk of ownership
of any of the Cybertel shares for a long period of time, the minimum of which
will be one (1) year, 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 otherwise exempt from the registration
requirements of the Securities Act of 1933, as amended (the "Act"), or other
applicable 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 LDM for
use by Cybertel as they are made to induce you to issue me the shares of
Cybertel under the Agreement, 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
Cybertel, all shares of Cybertel to be issued and delivered to me in exchange
for my shares of LDM 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. Cybertel will attempt to accommodate
any stockholders' request where Cybertel views the request is made for valid
business or personal reasons so long as in the sole discretion of Cybertel,
the granting of the request will not facilitate a "public" distribution of
unregistered shares of common voting stock of Cybertel.
You are requested and instructed to issue a stock certificate as
follows, to-wit:
Xxxxxx X. and Xxxxx Xxxxx Xxxxxxx, JTRS
(Name(s) and Number of Shares)
X.X. Xxx 0000
(Xxxxxxx)
Xxxxxx Xxxxx Xx, XX 00000
(City, State and Zip Code)
If joint tenancy with full rights of survivorship is
desired, put the initials JTRS after your names.
Dated this 28 day of December, 1999.
Very truly yours,
/s/Xxxxxx X. Xxxxxxx
/s/Xxxxx Xxxxx Xxxxxxx
EXHIBIT G
CERTIFICATE OF OFFICER PURSUANT TO
AGREEMENT AND PLAN OF REORGANIZATION
The undersigned, the President of Cybertel, Communications Corp.,
a Nevada corporation ("Cybertel"), represents and warrants the following as
required by the Agreement and Plan of Reorganization (the "Agreement") between
Cybertel and Like Dat Music, Inc., a California corporation ("LDM"), and the
sole stockholder of LDM (the "LDM Stockholder"):
1. That he is the President of Cybertel and has been authorized
and empowered by its Board of Directors to execute and deliver this
Certificate to LDM and the LDM Stockholder.
2. Based on his personal knowledge, information, belief and
opinions of counsel for Cybertel regarding the Agreement:
(i) All representations and warranties of Cybertel
contained within the Agreement are true and correct;
(ii) Cybertel has complied with all terms and provisions
required of it pursuant to the Agreement; and
(iii) There have been no material adverse changes in the
financial position of Cybertel as set forth in its
financial statements for the periods ended December
31, 1998 and 1997, and September 30, 1999, except as
set forth in Exhibit C to the Agreement.
CYBERTEL, COMMUNICATIONS CORP.
By/S/Xxxxxxx Xxxxxxxxxxx
Xxxxxxx Xxxxxxxxxxx, President
EXHIBIT H
CERTIFICATE OF OFFICER PURSUANT TO
AGREEMENT AND PLAN OF REORGANIZATION
The undersigned, the President of Like Dat Music, Inc., a Nevada
corporation ("LDM"), represents and warrants the following as required by the
Agreement and Plan of Reorganization (the "Agreement") between LDM, its sole
stockholder (the "LDM Stockholder") and Cybertel, Communications Corp., a
Nevada corporation ("Cybertel"):
1. That he is the President of LDM and has been authorized and
empowered by its Board of Directors to execute and deliver this Certificate to
Cybertel.
2. Based on his personal knowledge, information, belief:
(i) All representations and warranties of LDM contained
within the Agreement are true and correct;
(ii) LDM has complied with all terms and provisions
required of it pursuant to the Agreement; and
(iii) There have been no material adverse changes in the
financial position of LDM as set forth in its
unaudited balance sheet as of November 30, 1999, and
its unaudited statement of income for the eleven
months ended November 30, 1999, except as set forth in
Exhibit E to the Agreement.
LIKE DAT MUSIC, INC.
By/S/X. X. Xxxxxxx
X. X. Xxxxxxx, President
/s/X. X. Xxxxxxx
X. X. Xxxxxxx, Personally
UNANIMOUS CONSENT OF THE MEMBERS OF THE BOARD
OF DIRECTORS
OF
CYBERTEL, COMMUNICATIONS CORP.
The undersigned, constituting all of the directors of Cybertel,
Communications Corp., a Nevada corporation (the "Company"), acting pursuant to
Section 78.315 of the Nevada Revised Statutes, do hereby adopt the following
resolutions, effective as of the latest date hereof, unless indicated
otherwise:
RESOLVED, that the Company acquire the outstanding securities of
Like Dat Music, Inc., a California corporation ("LDM"), in
consideration of the exchange of an aggregate total of 100,000
shares of the Company's $0.001 par value common stock ("restricted
securities"), pursuant to the Agreement and Plan of Reorganization
(the "Agreement") between the Company, LDM and X. X. Xxxxxxx, the
sole stockholder of LDM (the "LDM Stockholder"), presented to a
meeting of the Board of Directors;
FURTHER, RESOLVED, that in the good faith judgment of the
directors, the Agreement is fair, just and equitable, and in the
best interest of the stockholders of the Company;
FURTHER, RESOLVED, that such shares, when issued, be deemed
validly issued, fully paid and non-assessable;
FURTHER, RESOLVED, that the delivery of such shares be subject to
the execution and delivery of an Investment Letter by the LDM
Stockholder; the execution and delivery of the Agreement by the
LDM Stockholder; and compliance by LDM and the LDM Stockholder
with all of the terms and provisions thereof prior to Closing;
FURTHER, RESOLVED, that the officers of the Company be and they
hereby are authorized and directed to execute and deliver the
Agreement and all other documents required or deemed necessary to
complete the Agreement for and on behalf of the Company pursuant
to which the Company shall acquire 100% of the outstanding
securities of LDM in exchange for shares of the Company in a
reorganization within the meaning of Section 368(a)(1)(B), Section
351 or other provisions or sections, laws, rules and regulations
of the Internal Revenue Code of 1986, as amended;
FURTHER, RESOLVED, that the LDM Stockholder who has signed and
delivered the Agreement between the Company and LDM is deemed to
be a stockholder "of record" of the Company, for any purpose
whatsoever, effective on the closing;
Dated: 28 Dec 1999. /s/Xxxxxxx Xxxxxxxxxxx
Xxxxxxx Xxxxxxxxxxx, Director
Dated: 28 Dec 1999. /s/ Xxxx Xxxxx
Xxxx Xxxxx, Director
Dated: 28 Dec 1999. /s/Xxxx Xxxxxx
Xxxx Xxxxxx, Director
UNANIMOUS CONSENT OF THE MEMBERS OF THE BOARD
OF DIRECTORS
OF
LIKE DAT MUSIC, INC.
The undersigned, constituting all of the directors of Like Dat
Music, Inc., a California corporation (the "Company"), acting pursuant to the
laws of the State of California, do hereby adopt the following resolutions,
effective as of the latest date hereof, unless indicated otherwise:
RESOLVED, that the Company exchange 100% of its outstanding
securities in consideration of the exchange of an aggregate total
of 100,000 shares of the $0.001 par value common stock
("restricted securities") of Cybertel, Communications Corp., a
Nevada corporation ("Cybertel"), pursuant to the Agreement and
Plan of Reorganization (the "Agreement") between the Company, and
Cybertel as presented to a meeting of the Board of Directors;
FURTHER, RESOLVED, that in the good faith judgment of the
directors, the Agreement is fair, just and equitable, and in the
best interest of the sole stockholder of the Company;
FURTHER, RESOLVED, that the officers of the Company be and they
hereby are authorized and directed to execute and deliver the
Agreement and all other documents required or deemed necessary to
complete the Agreement for and on behalf of the Company pursuant
to which the Company shall exchange 100% of its outstanding
securities in exchange for shares of Cybertel in a reorganization
within the meaning of Section 368(a)(1)(B), Section 351 or other
provisions, sections, laws, rules or regulations of the Internal
Revenue Code of 1986, as amended.
Dated: 12/28/99. /S/Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx, Director
Dated: 12/28/99. /s/Xxxxx Xxxxx Xxxxxxx
Xxxxx Xxxxx Xxxxxxx, Director
Dated: 12/28/99. /s/Xxxxxxx Xxxxx
Xxxxxxx Xxxxx, Director
