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WHITNEY AMERICAN CORP /CO filed this 8-K/A on 10/02/1998.
RESOLUTIONS--COASTLINE
WHEREAS, on or about March 5, 1998, this Corporation acquired all of the
outstanding capital stock of Coastline International, Inc., a Delaware
Corporation, in exchange for the issuance of 875,000 shares of this
Corporation's Common Stock to Costa Real Corporation, a Delaware Corporation,
and 875,000 shares of this Corporation's Common Stock to 21st Century Heritage
Trust, a Virginia Trust; and
WHEREAS, of the aggregate of the 1,750,000 shares of this Corporation's
Common Stock issued to the shareholders of Coastline International Inc., a
certain number of shares of such Common Stock have been transferred or conveyed
to persons or entities without notice of any claim of defect arising out of the
initial issuance of such shares by the Corporation; and
WHEREAS, subsequent to the date of the issuance of the aforesaid shares of
Common Stock by the Corporation effective March 5, 1998, the Corporation has
acquired information that the said aggregate of 1,750,000 shares of the
Corporation's Common Stock had been issued under circumstances which subsequent
investigation has established that the issuance was without adequate
consideration and under circumstances clearly and convincingly indicating the
issuance was induced through fraudulent misrepresentations and fraudulent
pretenses concerning the business, assets, prospects, and properties of
Coastline International, Inc. under the Stock Exchange Agreement dated March 5,
1998, by and between this Corporation and Coastline International, Inc. and its
then-shareholders, Costa Real Corporation and 21st Century Heritage Trust, such
fraudulent inducement, and misrepresentations as to material facts having been
uttered directly by said then-shareholders of Coastline International, Inc.; and
WHEREAS, the Corporation is advised that shares of Equity Stock issued for
inadequate consideration or upon false pretenses or upon material
misrepresentation and fraud, to the extent
that certificates of such shares are still owned of record or beneficially by
the original recipients of such issuance of Stock, must be declared void and
invalid and the issuance thereof a nullity;
NOW THEREFORE, be it resolved that shares of this Corporation's Common
Stock evidenced by certificates presently held of record and/or beneficially by
Costa Real Corporation, a Delaware Corporation, and 21st Century Heritage Trust,
a Virginia Trust, initially issued to said holders in exchange for said holders'
shares of Coastline International Inc., a Delaware Corporation, be and they are
hereby declared void, invalid, and nullified; and
FURTHER RESOLVED, that the proper officers of this Company be and they
hereby are authorized and directed to take and invoke whatever steps and actions
are deemed necessary or required to void the shares of the Common Stock of this
Corporation referred to in the preceding Resolution, including immediate
instructions to the Company's Transfer Agent to retrieve and extinguish all
certificates for all and any of such shares of Common Stock of this Corporation
and to deny all transfers or other dispositions of such shares of Common Stock.
RESOLUTIONS--NEW HORIZONS
WHEREAS, on or about March 5, 1998, this Corporation acquired all of the
outstanding capital stock of New Horizons, Inc., a Delaware Corporation, in
exchange for the issuance of 875,000 shares of this Corporation's Common Stock
to Costa Real Corporation, a Delaware Corporation, and 875,000 shares of this
Corporation's Common Stock to 21st Century Heritage Trust, a Virginia Trust; and
WHEREAS, of the aggregate of the 1,750,000 shares of this Corporation's
Common Stock issued to the shareholders of New Horizons, Inc. a certain number
of shares of such Common Stock have been transferred or conveyed to persons or
entities without notice of any claim of defect arising out of the initial
issuance of such shares by the Corporation; and
WHEREAS, subsequent to the date of the issuance of the aforesaid shares of
Common Stock by the Corporation effective March 5, 1998, the Corporation has
acquired information that the said aggregate of 1,750,000 shares of the
Corporation's Common Stock had been issued
under circumstances which subsequent investigation has established that the
issuance was without adequate consideration and under circumstances clearly and
convincingly indicating the issuance was induced through fraudulent
misrepresentations and fraudulent pretenses concerning the business, assets,
prospects, and properties of New Horizons, Inc. under the Stock Exchange
Agreement dated March 5, 1998, by and between this Corporation and New Horizons,
Inc. and its then-shareholders, Costa Real Corporation and 21st Century Heritage
Trust, such fraudulent inducement, and misrepresentations as to material facts
having been uttered directly by said then-shareholders of New Horizons, Inc.;
and
WHEREAS, the Corporation is advised that shares of Equity Stock issued for
inadequate consideration or upon false pretenses or upon material
misrepresentation and fraud, to the extent that certificates of such shares are
still owned of record or beneficially by the original recipients of such
issuance of Stock, must be declared void and invalid and the issuance thereof a
nullity;
NOW THEREFORE, be it resolved that shares of this Corporation's Common
Stock evidenced by certificates presently held of record and/or beneficially by
Costa Real Corporation, a Delaware Corporation, and 21st Century Heritage Trust,
a Virginia Trust, initially issued to said holders in exchange for said holders'
shares of New Horizons, Inc. a Delaware Corporation, be and they are hereby
declared void, invalid, and nullified; and
FURTHER RESOLVED, that the proper officers of this Company be and they
hereby are authorized and directed to take and invoke whatever steps and actions
are deemed necessary or required to void the shares of the Common Stock of this
Corporation referred to in the preceding Resolution, including immediate
instructions to the Company's Transfer Agent to retrieve and extinguish all
certificates for all and any of such shares of Common Stock of this Corporation
and to deny all transfers or other dispositions of such shares of Common Stock.
RESOLUTIONS--HEATHERLYNN COLBURN
WHEREAS, Ms. Heatherlynn Colburn was issued, on March 12, 1998, options to
purchase 400,000 shares of this Corporation's Common Stock under this
Corporation's 1997
Compensatory Stock Option Plan, of which Ms. Colburn has exercised options for
100,000 shares and has, since such exercise sold to third parties a total of
25,000 of said shares; and
WHEREAS, no payment on account of the exercise of the foregoing options has
been tendered to or advanced to the Corporation;
NOW THEREFORE, BE IT RESOLVED, that all shares of this Corporation's Common
Stock presently held of record or beneficially by Ms. Heatherlynn Colburn issued
upon any purported exercise of options under this Corporation's 1997
Compensatory Stock Option Plan, be and they are hereby declared void, invalid,
and the issuance thereof a nullity, and
FURTHER RESOLVED, that the proper officers of this Company be and they
hereby are authorized and directed to take and invoke whatever steps and actions
are deemed necessary or required to void the shares of the Common Stock of this
Corporation referred to in the preceding Resolution, including immediate
instructions to the Company's Transfer Agent to retrieve and extinguish all
certificates for all and any of such shares of Common Stock of this Corporation
and to deny all transfers or other dispositions of such shares of Common Stock.
RESOLUTIONS--HECTOR HERNANDEZ
WHEREAS, on or about March 12, 1998, Mr. Hector Hernandez was issued
options to purchase 350,000 shares of this Corporation's Common Stock under this
Corporation's 1997 Compensatory Stock Option Plan, of which Mr. Hernandez has
exercised options for 105,000 shares and has, since such exercise, sold to third
parties a total of 73,333 of said shares; and
WHEREAS, subsequent to March 12, 1998, the Corporation has been informed
that Mr. Hector Hernandez has, prior to and since that date, engaged in acts and
practices harmful and injurious to the Corporation, and that Mr. Hernandez had
participated in the fraudulent inducement of the Corporation to issue shares of
its Common Stock on March 5, 1998 to the shareholders of New Horizons Inc., and
Coastline International, Inc., and that such acts and practices by Mr. Hernandez
have disqualified him from receiving any options to purchase shares of stock of
this Corporation;
NOW THEREFORE, be it resolved, that all shares of this Corporation's Common
Stock presently held of record or beneficially by Mr. Hector Hernandez and
issued to him under this Corporation's 1997 Compensatory Stock Option Plan, be
and they are hereby declared void, invalid, and the issuance thereof a nullity,
and
FURTHER RESOLVED, that the proper officers of this Company be and they
hereby are authorized and directed to take and invoke whatever steps and actions
deemed necessary or required to void the shares of the Common Stock of this
Corporation referred to in the preceding Resolution including the immediate
instructions to the Company's Transfer Agent to retrieve and extinguish all
certificates for all and any of such shares of Common Stock of this Corporation
and to deny all transfers or other dispositions of such shares of Common Stock.
RESOLUTION--OFFICERS
RESOLVED that the proper officers of this Corporation and this
Corporation's counsel investigate all transactions described in the foregoing
Resolutions as well as all possible misappropriation of Corporate assets, self-
dealing, and wrongful transactions in the Corporation's Capital Stock and
similar activity by any officer, director, agent, shareholder, or counsel of the
Corporation and the said officers and counsel be and they hereby are authorized
and directed to implement such steps to prosecute and seek recovery on behalf of
the Corporation based upon the adverse findings, if any, of such investigation.
EXHIBIT B
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EXETER GROUP
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Florida Office Virginia Office
2625 NE 11th Court 8150 Leesburg Pike,#1200
Fort Lauderdale, FL 33304 Vienna, VA 22182
(PH) 954-568-3007 (PH) 703-893-4106
(FX) 954-565-4673 (FX) 703-893-5636
FACSIMILE TRANSMISSION
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TO: JUAN GUTIERREZ
FROM: MICHAEL GOLDBERG
DATE: SEPTEMBER 16, 1998
RE: WHITNEY AMERICAN CORP.
Total pages, including cover sheet: one 1
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This communiaction shall serve as official notice of my resignation, effective
immediately, as a Member of the Board of Directors of Whitney American Corp.
As a shareholder and a representative of several noteholders, I remain available
to you to help to Re-establish shareholder value in the company.
MLG/emm
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