Today you will see both the Acquisition Agreement dated September 15, 1997 and the subsequent Merger Agreement dated November 11, 1997. As was previously offered, with any letter or document posted you are encouraged to request and receive certified copies of the originals upon request at hkboner@hotmail.com.
If anyone believes the Global Project Funding, Ltd and LPS, Ltd. Shareholders and Associates are going to allow CSMA to pull a sham on us, then they are sadly mistaken and for those who believe this is a short play, you're right! CSMA was long on promise and short on performance, however, that's going to change. Trader Greg and Dave Smith there are over 40 families affected by the irresponsible acts that have taken place regarding Coconino and LPS. To say the least you don't have all of the facts and we are offering them to you. Why don't you kindly reserve judgement until you have the facts? All you have to do is request certified copies of the documents you'd like to see.
ACQUISITION AGRFEMENT
THIS AGREEMENT is made this 15th day of September 1997, by and between Global
Project Funding Limited (hereinafter GPF), a Turks & Caicos Company and Coconino
S.M.A., Inc. (hereinafter CSMA), a Utah Public Corporation
WITNESSETH
WHEREAS, GPF owns 100% of the common stock of LPS, Ltd. (hereinafter LPSL), a Turks & Caicos Company which holds certain assets of interest to CSMA; and
WHEREAS, CSMA desires to purchase from GPF all the shares of LPSL in a like-kind exchange of shares;
NOW THEREFORE, in consideration of the terms, conditions and mutual covenants contained herein, the parties agree as follows:
1. TERMS
a. Exchange of Stock: GPF hereby agrees to convey to CSMA 100% of the shares of LPSL in exchange for common stock of CSMA in the aggregate of 7,500,000 as follows:
1. 4,860,000 shares issued to GPF under Rule 144.
2. 2,640,000 shares issued to GPF, which are to be registered by filing a Registration Statement and a Form 10.
b. Time is of the essence in this Agreement and all parties agree to expedite their ability to transfer shares. CSMA agrees to immediately file a Registration Statement and Form 10.
II. REPRESENTATIONS
a. GPF, under the authority of its Board of Directors, may convey 100% of the shares of LPSL to CSMA. At the time of share exchange, LPSL is a duly organized and validly existing corporation, in good standing with the Turks & Caicos Islands, BWl. LPSL has assets and no liabilities and has no other subsidiaries.
b. CSMA, under the authority of its Board of Directors may convey the aggregate 7,500,000 shares (as specified in I.a. 1. and 2.) to GPF or its assigns. At the time of share exchange, CSMA is a duly organized and validly existing public corporation, in good standing with the State of Utah.
111. OPERATING EXPENSE
GPF agrees to continue its operations with its own capital sources for the present. There will be no immediate General and Administrative coverage by CSMA. This position will be reviewed at latest in 12 months from the date of this Agreement.
IV. LITIGATION
There are no legal actions, suits, arbitrations, or other legal or administrative proceedings pending against CSMA or LPSL which would affect them or their assets in this exchange.
V. JURISDICTION
The parties agree that the jurisdiction of this Agreement shall be interpreted by a court of competent jurisdiction in the State of Utah.
IN WITNESS WHEREOF, all parties have caused this Agreement to be executed on this the 15th day of September 1997.
Global Project Funding Ltd. Coconino SMA, Inc.
By: David J. Beynon By: Hamlin K. Elrod
Its: President Its: President
MERGER AGREEMENT
This agreement is entered into on the 11th day of November, 1997, between Global Project Funding Limited (GPF), a Turks & Caicos Company and Coconino S.M.A., Inc. (CSMA), a Utah Corporation.
WHEREAS, GPF owns 100% of the common stock of LPS, Ltd., (LPS) a Turks & Caicos Company, and
WHEREAS, CSMA and GPF have entered into an Acquisition Agreement on September 15, 1997, wherein CSMA is to acquire 100% of the common stock of LPS, Ltd., and
WHEREAS, GPF have submitted the following documentation to CSMA in furtherance of the acquisition referred to herein:
A. Copies of Articles of Incorporation of LPS
B. Copies of Bylaws of LPS
C. List of Officers and Management of LPS
D. Balance Sheet of LPS dated September 30, 1997
E. Marketing Proposal for LPS
F. Purchase Agreement between LPS and GPF dated September 13, 1997, covering assets referred to as SeaSoil, together with properly endorsed Assignments of Inventories, Warehouse Receipt, and copies of Deed of Sale/Transfer and Deed of Transfer covering chain of title to these assets. Also included is a report of valuation of this asset.
G. Assignment of Intellectual Property dated September 10, 1997, between Robert A. Needham and GPF and covering course materials, Centregy Beta software and marketing concepts, along with copies of course material as presently standing. Also included is Assignments of Contract, one dated September 3, 1997, between Financial Potential Corporation, a Nevada Corporation, and GPF, and one dated September 10, 1997, between GPF and LPS, both of which cover a contract with Forte Incorporated for the development of Centregy Software
H. Assignment of Contracts, one dated September 3, 1997 between Financial Potential Corporation and GPF, and one dated September 10, 1997, between GPF and LPS, both of which cover a contract with Autopay Data Processing Services, Inc.
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NOW THEREFORE, in consideration of the mutual covenants contained herein, the
parties agree as follows:
1. That GPF will provide to CSMA a current Certificate of Good Standing of LPS, current within 30 days of this transaction.
2. That GPF will provide assurance of the issuance of all authorized stock of LPS, and that proper assignments will be executed to CSMA of such stock. Furthermore, GPF agrees to transfer shares of LPS into the name of CSMA and deliver to it within 30 days from the date of this transaction.
3. That GPF will provide a current list of the Board of Directors and all officers of LPS,
together with resumes on each of these individuals
4. That CSMA will issue restricted common capital shares from its unissued account, under Rule 144 of the Securities Act of 1933, in the amount of 7,500,000 shares as agreed in the Acquisition Agreement of September 15, 1997. GPF hereby instructs CSMA to issue the shares as follows:
500,000 shares First Vision Resources LTD, PMB 7, Hibiscus Square, Pond St. Grand Turk, Turks & Caicos Islands, BWI
20,000 shares Rickey D. Ellenbecker, 9115 Greybluff Dr., Las Vegas, NV 89129, SSN 503-70-4099
400,000 shares Dee Jay Development Corp, 4001 East Cortez, Phoenix, AZ 85028, EIN 86-0751583
480,000 shares David J. Beynon, 37 Gainsborough Garden, Bath, U.K. BAI 4AH
160,000 shares Kenneth V. Parent, 144 North Fourth St., Apt. 1 1 1, Las Vegas, NV 89101, SSN 574-18-9562
320,000 shares Qualifund Financial, 500 North Rainbow Blvd, Suite 300 - FPC 19, Las Vegas, NV 89107
192,000 shares Barry Channing, C/O Steven Specter - Smith Barney, First Interstate Bank Tower, 3800 Howard Hughes Parkway, Las Vegas, NV 89109
48,000 shares James R. and Gail L. Carter, 623 5 West Eldora, Lag Vegas, NV 89102, SSN 520-32-2027 (James) 520-32-4719 (Gail)
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500,000 shares Mach 2 Trust, P.O. Box 10136, Reno, NV 89511
2,640,000 shares Global Project Funding Ltd, PMB 7, Hibiscus Square, Pond St. Grand Turk, Turks & Caicos Islands BWI
2,240,000 shares Same
5. That this exchange of shares is done in accordance with IRC exchange of like kind property, however, the parties are to seek their independent advice from qualified financial accounting personnel to determine the appropriate accounting for this transaction and for future disposition of assets and stock being acquired hereby.
6. CSMA agrees to provide $165,000 funding for the marketing expenses of LPS in order to help ensure success of the market launch of the business concept, $10,000 of which was received November 7, 1997. The balance to be paid as follows:
$60,000 - November 28, 1997
$60,000 - December 12, 1997
$35,000 - on or before February 1, 1998
6. The parties warrant as follows:
As to GPF:
A. That all documents submitted and to be submitted in connection with this transaction are accurate, true and complete, and represent, to the best knowledge of the parties, the actual state of materials conveyed thereby.
B. That the SeaSoil asset is intact and the valuation attached is, to the best belief of the parties, accurate and true.
C. That the Marketing Concept, developed by LPS is sound and that the company has the potential represented in documents submitted.
D. That there are no outstanding liabilities of LPS that have not been disclosed in this transaction.
E. That the stock of LPS is fully paid and authorized, and that it represents all the outstanding and authorized stock of LPS, and that no additional shares have been authorized nor will be prior to the close of this transaction.
F. That there is no material change in the financial condition, assets, holdings nor management of LPS since the documentation submitted and until the closing of this transaction.
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As to CSMA:
A. That the stock issued in this transaction is authorized and approved for issuance in this transaction.
B. That it has the authority to consummate this transaction.
C. That there is no material change in the financial condition, assets nor management since its published financier' statements of May 31, 1997 and October 31, 1997.
7. This agreement represents the complete understanding of the parties hereto, and there is no other agreements, written or verbal, that are not incorporated into this writing.
8. The warranties and covenants continued in this agreement survive the closing of the transaction contemplated by this agreements
9. This agreement is binding on the heirs, successors and assigns of the parties hereto.
10. The governing law for this agreement is the State of Utah, and in the event of any disagreement arising from this agreement, the parties agree to submit to arbitration for a binding resolution of the agreement. If any provision is found to be ineffective, the remaining provisions of the agreement shall stand.
This Agreement is entered into at Salt City, Utah, this 11th day of November, 1997.
GLOBAL PROJECT FUNDING LIMITED COCONINO S.M.A., INC.
By: David J. Beynon By: Hamlin K. Elrod
Its: President Its: President
Accepted:
L.P.S. LIMITED (T&C)
By: David J. Beynon
Its: President
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