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JVO Consulting:
http://www.siliconinvestor.com/stocktalk/msg.gsp?msgid=15286966&s=JVO
To:TheTruthseeker who wrote (1425)
From: Ñ Friday, Feb 2, 2001 1:53 AM
Respond to of 1773
JVO Consulting Inc.?
This might be it:
JVO Consulting, Inc
1020 Brookstone Ave.
Winston-Salem, NC 27101
http://www.tenkwizard.com/fil_submis.asp?iacc=1134794&line=3...
The address is a commercial building with maybe a couple of dozen tenants.
The president of the company in that filing is a Mr. Dan Starczewski, and his office is located at 932 Burke St., which is located only 0.1 miles away from 1020 Brookstone Ave.
Mr. Starczewsky's name has appeared as the company president in the filings for several tiny companies. These companies include PRCC and NORE, which trade on the pink sheets, and several other companies that don't trade anywhere that I can find:
http://www.tenkwizard.com/fil_list.asp?g=&sym=&pcname=&exp=d...
That all looks like a relatively promising lead.
I also had a couple of dead-ends:
I checked, and there is no Florida corporation named JVO Consulting Inc.
The broker for JVO Consulting Inc., according to the form 144 filed for SEVU that you mentioned, is a local B/D in New Orleans. However, there's no Louisiana corporation named JVO Consulting Inc.
Plan of Reorganization, WINR acquires Glennaire
from 8-K
AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION dated as of the 9th day of
May, 2000 (the "Agreement") is made by and among GLENNAIRE FINANCIAL SERVICES,
INC., a Utah corporation ("Glennaire"), a public reporting company, 3158 Redhill
Ave., Ste. 240, Costa Mesa, California 92626 and WINNERS INTERNET NETWORK, INC.,
a publicly traded Nevada corporation on the OTCBB ("Winners"), which is
domiciled in Florida and its address is 145 Oviedo Street, St. Augustine,
Florida 32084, and,
WITNESSETH:
WHEREAS, Winners desires to acquire one hundred percent (100%) of all
of the common stock of Glennaire;
AND, WHEREAS, Glennaire wishes to sell one hundred percent (100%) of
its shares to Winners;
NOW, THEREFORE, consideration of the mutual promises and
representations contained herein, the parties to this contract agree as follows:
ARTICLE I
EXCHANGE OF SHARES
1.1 Exchange of Shares. Subject to the terms and conditions of this agreement,
Winners agrees to acquire ("the Exchange") 1,000,000 common shares, which
represents all of its outstanding shares of common stock of Glennaire, with the
par value of $0.001, for 10,000 shares of Winners. For federal income tax
purposes, the Exchange is intended to constitute a reorganization within the
meaning of Section 368(a)(1)(B) of the Code.
1.2 Closing Date. The Exchange shall become effective (the "Closing Date") on
the date shown above or as soon as possible at the offices of Winners unless
another place or time is agreed upon in writing by the parties without requiring
the meeting of the parties hereof. All proceedings to be taken and all documents
to be executed at the Closing shall be deemed to have been taken, delivered and
executed simultaneously, and no proceeding shall be deemed taken or documents
deemed executed or delivered until all have been taken, delivered and executed.
The date of Closing may be accelerated or extended by agreement of the parties.
Closing shall take place upon by each party of all the conditions of Closing
required herein, but not later than 15 days following execution of this
agreement unless extended by mutual consent of the parties.
1.3 Form of Documents. Any copy, facsimile telecommunication or other reliable
reproduction of the writing or transmission required by this Agreement or any
signature required thereon may be used in lieu of an original writing or
transmission or signature for any and all purposes for which
<PAGE> 42
the original could be use, provided that such copy, facsimile telecommunication
or other reproduction shall be a complete reproduction of the entire original
writing or transmission or original signature.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF WINNERS.
Winners represents and warrants to Glennaire that:
2.1 Organization. Winners warrants that it is a corporation duly organized,
validly existing; and in good standing in the State of Nevada and has all the
necessary powers to own its properties and to carry on its business as now owned
and operated by it in such States and/or countries its business requires
qualifications.
2.2 Capital. The authorized capital stock of Winners is comprised of Fifty
Million (50M) shares of Common Stock, par value $0.01 per share (the "Winners
Stock"), of which 20,684,339 shares are issued and outstanding. There currently
are not, and at the Closing Date and time of this agreement, there shall not be
any outstanding subscriptions, options, rights, warrants, debentures, or other
instruments, convertible securities or other agreements or commitments
obligating Winners to issue or transfer from treasury any additional shares of
its capital stock of any class, except for the 10,000 shares of Winners stock to
be issued to Mr. Vincent van den Brink contemplated hereunder, and 375,000
shares set aside as collateral for a convertible debenture, both of which were
included in the 20,684,339 outstanding shares referred to above, and a Stock
Option Plan for 677,907 shares, none of which have been issued to date.
2.3 Subsidiaries. Winners has no subsidiaries, nor does it own any interest in
any other enterprise.
2.4 Directors and Officers. The Board of Directors of Glennaire shall resign
after the exchange of stock.
2.5 Financial Statements. It is understood by the parties that Winners or any of
its agents, servants or employees are not making any representation with respect
to any activity of any other firm, person, or corporation. Winners does however
represent and warrant that the information furnished by Winners, its agents,
servants or employees for and on behalf of Glennaire by Winners is true, correct
and accurate.
2.6 Tax Returns. Winners is current on all of its Federal, State or local tax
returns required by law, nor is Winners required by law to pay any taxes,
assessments and penalties, and none are due and payable. There are no present
disputes as to taxes of any nature, payable by Winners.
2.7 Trade Names and Rights. Winners owns and holds all necessary trademarks,
service marks, trade names, copyrights, patents, domain names and proprietary
information, and other rights necessary to do its business as now conducted or
proposed to be conducted.
<PAGE> 43
2.8 Compliance with Laws. Winners has complied with, and is not in violation of
any applicable Federal, State, or local statutes, laws, and regulations
affecting its properties or the operation of its business.
2.9 Litigation. Winners is not involved as a defendant or plaintiff in any suit,
action, arbitration, or legal, administrative or other proceeding, which to the
best knowledge of Winners, would affect Winners or its business, assets, or
financial condition in a negative manner; or, governmental investigation which
is pending; or, to the best of the knowledge of Winners, threatened against or
affecting Winners or its business assets or financial condition. Winners is not
in default with respect to any order, writ, injunction or decree of any Federal,
State, local or foreign court, department, agency, or instrumentality applicable
to it.
2.10 Authority. Winners has authorized the execution of this agreement and the
consummation of the transaction contemplated herein, and Winners has full power
and authority to execute, deliver, and perform this agreement, and this
agreement is executed by one director so authorized by the board of directors of
Winners, and is a legal, valid, and binding obligation of Winners, and is
enforceable in accordance with its terms and conditions.
2.11 Ability to Carry Out Obligations. The execution and delivery of this
agreement by Winners and the performance by Winners of its obligations hereunder
in the time and manner contemplated will not cause, constitute, or conflict
with, or result in any of the following: (a) a breach or violation of any
provisions of or constitute a default under any license, indenture, mortgage
instrument, article of incorporation, bylaw, other agreement or instrument to
which Winners is a party, or by which it may be bound, nor will any consents or
authorizations of any party other than those required, (b) any event that would
permit any party to any agreement or instrument to terminate it or to accelerate
the maturity of any indebtedness or other obligation of Winners, or, (c) an
event that would result in the creation or imposition of any lien, charge,
encumbrance on the asset of Winners.
2.12 Full Disclosure. None of the representations and warranties made by Winners
herein, or any exhibit, certificate or memorandum furnished or to be furnished
by Winners on behalf of Winners, contains or will contain any untrue statement
of material fact, or omit any material fact, the omission of which would be
misleading, provided that the auditor of Winners financial statements shall be
ultimately responsible for certifying the truth and accuracy of Winners'
audited financial statement.
2.13 Material Contracts. Winners has no material contracts to which it is a
party or by which it is bound, other than those known to the directors of
Winners and Glennaire.
2.14 Securities. Winners acknowledges that the Exchange Share to be issued
hereunder shall be registered pursuant to an SB-2 registration statement filed
under the Securities Act. The certificate representing such shares shall bear a
restrictive legend with respect to the Securities Act, and such shares may not
be freely sold and distributed under the Securities Act, until such shares are
registered.
<PAGE> 44
2.15 Board Approval. The approval and adoption of this Agreement and Plan of
Reorganization by the Board of Directors is a condition precedent to the
undertaking and obligation of Glennaire to exchange its shares for Winners
shares.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF GLENNAIRE
Glennaire warrants and represents to Winners that:
3.1 Organization. Glennaire is a corporation duly organized, validly existing,
and in good standing in the State of Utah, and Glennaire warrants that it is a
duly organized, validly existing corporation, in good standing, and has all of
the necessary powers to own its properties and to carry on its business as now
owned and operated by it in such States its business requires qualifications.
Glennaire warrants that it has One (1) shareholder (of record and beneficially),
that it has filed its Form 10-SB with the SEC, and that all necessary SEC
filings will have been made by Glennaire.
3.2 Capital. The issued capital stock of Glennaire is 1,000,000 shares. The
authorized capital stock of Glennaire is comprised of 50,000,000 shares of
Common Stock, $0.001 par value per share (the "Glennaire Stock"), of which
1,000,000 shares are issued and outstanding. In addition, it has authorized but
unissued 10,000,000 shares of $0.001 par value Preferred Stock.
3.3 Subsidiaries. Glennaire has no subsidiaries, nor does it own any interest in
any other enterprise.
3.4 Tax Returns. Glennaire has filed all necessary Federal, State and/or local
tax returns required by law. Glennaire has paid and discharges all taxes,
assessments and penalties, and none are due and payable. There are no present
disputes as to taxes of any nature, payable by Glennaire. Glennaire warrants
that it does not owe any state or federal withholding taxes.
3.5 Trade Names and Rights. Glennaire owns and holds all necessary trademarks,
service marks, trade names, copyrights, patents, and proprietary information,
and other rights necessary to do its business as now conducted or proposed to be
conducted.
3.6 Compliance with Laws. Glennaire has complied with, and is not in violation
of any applicable Federal, State, or local statutes, laws, and regulations
affecting its properties or the operation of its business.
3.7 Litigation. Glennaire is not involved as a defendant or plaintiff in any
suit, action, arbitration, or legal, administrative or other proceeding, which
to the best knowledge of Glennaire, that would affect Glennaire or its business,
assets, or financial condition in a negative manner; or, governmental
investigation which is pending; or, to the best of the knowledge of Glennaire,
threatened against or affecting Glennaire or its business assets or financial
condition.
<PAGE> 45
Glennaire is not in default with respect to any order, writ, injunction or
decree of any Federal, State, local/foreign court, department, agency, or
instrumentality applicable to it.
3.8 Authority. Vincent van den Brink is the owner of 1,000,000 shares of
Glennaire, has authorized the execution of this Agreement and the consummation
of the transaction contemplated herein, and that Glennaire has full power and
authority to execute, deliver, and perform this agreement, and this Agreement is
executed by its one director so authorized by the board of directors of
Glennaire, and is a legal, valid, and binding obligation of Glennaire, and is
enforceable in accordance with its terms and conditions.
3.9 Ability to Carry Out Obligations. The execution and delivery of this
agreement by Glennaire and the performance by Glennaire of its obligations
hereunder in the time and manner contemplated will not cause, constitute, or
conflict with, or result in any of the following: (a) a breach or violation of
any provisions of or constitute a default under any license, indenture, mortgage
instrument, article of incorporation, bylaw, other agreement or instrument to
which Glennaire is a party, or by which it may be bound, nor will any consents
or authorizations of any Party other than those required, (b) any event that
would permit any party to any agreement or instrument to terminate it or to
accelerate the maturity of any indebtedness or other obligation of Glennaire,
or, (c) an event that would result in the creation or imposition of any lien,
charge, encumbrance on the asset of Glennaire.
3.10 Full Disclosure. None of the representations and warranties made by
Glennaire herein, or any exhibit, certificate or memorandum furnished or to be
furnished by Glennaire, contains or will contain any untrue statement of
material fact, or omit any material fact, the omission of which would be
misleading.
3.11 Filing With SEC. Within 60 business days following the date of this
Agreement, Winner shall prepare and file with the SEC under the Securities Act
of 1933, a registration statement on Form SB-2 covering all shares of Winners
Stock issuable as a consequence of this Agreement. The Registration Statement
shall not be filed, and no amendment or supplement thereto shall be made by
Winners, without the inclusion of the Winners stock to be issued under this
Agreement.
ARTICLE IV
COVENANTS PRIOR TO AND SUBSEQUENT TO CLOSING
4.1 Covenants Prior to and Subsequent to Closing. It is agreed between the
parties hereto that Winners may visit the offices of Glennaire or Glennaire may
visit the offices of Winners to obtain copies of data contained in all currently
active files or current contracts and agreements of any and all categories of
business, with any company or person. Any and all such data and documentation
not previously released by Winners, and being currently in the possession of
Winners, shall be delivered into hands of the officers of Glennaire, or to be
delivered to an office of Glennaire. Any and all such data and documentation not
previously released by Glennaire and necessary to this agreement, and being
currently in the possession of Glennaire shall be delivered into hands of the
officers of Winners, or to be delivered to an office of Winners. Such data and
documentation shall include all copies of files, documents, shareholders and
directors minutes, minute books/records, etc., at the earliest possible time, on
or after the Closing Date hereof.
[LOTS LEFT OUT OF MIDDLE OF THIS DOCUMENT, GO TO EDGAR SITE FOR FULL DOCUMENT]....
THE PARTIES TO THIS AGREEMENT HAVE READ THIS AGREEMENT, HAVE HAD THE
OPPORTUNITY TO CONSULT WITH INDEPENDENT COUNSEL OF THEIR OWN CHOICE, AND
UNDERSTAND EACH OF THE PROVISIONS OF THIS AGREEMENT.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and
year first above written.
WINNERS INTERNET NETWORK, INC.
By: ___signed_______________________
David Skinner, Jr., President
GLENNAIRE FINANCIAL SERVICES, INC.
By: ___signed_______________________
Vincent van den Brink, President
THE SHAREHOLDER OF GLENNAIRE FINANCIAL SERVICES, INC.
___signed_______________________
Vincent van den Brink
8-K Still Continued, again and again...
WINNERS INTERNET NETWORK, INC.
Notes to Financial Statements
December 31, 1999
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
ORGANIZATION:
On July 14, 1997, Winners Internet Network, Inc. (WIN) was incorporated under
the laws of Nevada. The Company's fiscal year end is December 31. On July 15,
1997 Winners Internet Network, Inc. and Comstock-Empire International, Inc., a
Washington Corporation merged pursuant to 368(a)(1)(A) and 368(a)(1)(F) of the
Internal Revenue Code of 1986 as amended. Comstock-Empire merged into WIN,
acquiring all issued and outstanding shares of Comstock-Empire for and in
exchange for 294,944 shares of WIN common stock. Additional stocks were
presented after the original date of the acquisition and thus have been issued
WIN stock in 1998 and 1999. On July 31, 1997 Winners Internet Network, Inc. and
Davki Agency LTD, Inc., a Delaware Corporation, merged in a plan of
reorganization. WIN acquired all issued and outstanding shares of Davki Agency
LTD, Inc. for and in exchange of 8,000,000 shares of WIN common stock. This
stock transfer is pursuant to 368(a)(1)(B) of Internal Revenue code of 1986 as
amended, as a tax-free exchange. The Davki Agency LTD, Inc. became a wholly
owned subsidiary of WIN. Both entities were acquired by the purchase method and
all inter-company transactions were eliminated in the acquisition. The impact of
these acquisitions was not material in relation to the Company's results of
operations. The Company is primarily engaged in the operation of an Internet
E-commerce enterprise.
CAPITAL STOCK TRANSACTIONS:
The authorized capital stock of the corporation was 20,000,000 shares of common
stock with a par value of $.001. On March 17, 1998 the authorized capital stock
of the corporation was increased to 50,000,000 shares of common stock.
CASH AND CASH EQUIVALENTS:
The Company considers all highly liquid debt instruments, purchased with an
original maturity of three months or less, to be cash equivalents.
PROPERTY AND EQUIPMENT:
Property and equipment is stated at cost. The cost of ordinary maintenance and
repairs is charged to operations while renewals and replacements are
capitalized. Depreciation is figured on a straight-line basis as follows:
Computer Software 7 years
Equipment 7 years
Furniture & Fixtures 10 years
Vehicle 7 years
Depreciation expense for 1999 was $38,713.
<PAGE> 38
WINNERS INTERNET NETWORK, INC.
Notes to Financial Statements
December 31, 1999
REVENUE RECOGNITION:
Revenue from leases of software and software documentation products is generally
recognized upon product shipment provided that no significant vendor obligations
remain and collection of the resulting receivable is deemed probable. The
Company has entered into agreements whereby its licenses products to certain
entities. These agreements generally provide for commitments, which are
recognized upon contract signing and product acceptance.
USE OF ESTIMATES:
The preparation of financial statements, in conformity with generally accepted
accounting principles, requires management to make estimates and assumptions
that affect the reported amounts and disclosures. Accordingly, actual results
could differ from those estimates.
FOREIGN CURRENCY TRANSLATION
The Company has determined that the local currency of its international
transaction is the functional currency. In accordance with Statement of
Financial Accounting Standard No. 52, "Foreign Currency Translation", the assets
and liabilities denominated in foreign currency are translated into U.S. dollars
at the current rate of exchange existing at period-end and revenues and expenses
are translated at average monthly exchange rates. Related translation
adjustments are reported as a separate component of stockholders' equity,
whereas, gains or losses resulting from foreign currency transactions are
included in results of operations.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying amount of cash, accounts receivable, accounts payable and accrued
expenses are considered to be representative of their respective fair values
because of the short-term nature of these financial instruments. The carrying
amount of the notes payable and long-term debt are reasonable estimates of fair
value as the loans bear interest based on market rates currently available for
debt with similar terms.
NOTE 2 - NOTES PAYABLE
Note payable as of December 31, 1999 consist of the following:
<TABLE>
<S> <C>
Note payable to Ford Credit dated December 1998. Payable in
60 monthly installments of $320, including interest of .09% $10,788
Less current portion 3,600
-------
Long Term Debt $ 7,188
=======
</TABLE>
<PAGE> 39
WINNERS INTERNET NETWORK, INC.
Notes to Financial Statements
December 31, 1999
NOTE 3 - ACCOUNTS RECEIVABLE
Accounts receivable licensing fees for $310,000 represents 6 entities, who have
signed licensing agreements. Accounts receivable credit cards represents
balances due from credit card companies for processing.
NOTE 4 - NET (LOSS) PER COMMON SHARE
The net (loss) per share has been computed by dividing net income (loss) by the
weighted average number of common shares and equivalents outstanding.
NOTE 5 - INCOME TAXES
Significant components of the Company's deferred tax liabilities and assets are
as follows:
<TABLE>
<S> <C>
Deferred Tax Liability $ 0
==========
Deferred Tax Assets
Net Operating Loss Carryforwards $2,018,366
Book/Tax Differences in Bases of Assets 10,788
Less Valuation Allowance (2,029,154
==========
Total Deferred Tax Assets $ 0
==========
Net Deferred Tax Liability $ 0
==========
</TABLE>
As of December 31, 1999, the Company had a net operating loss carryforward for
federal tax purposes approximately equal to the accumulated deficit recognized
for book purposes, which will be available to reduce future taxable income. The
full realization of the tax benefit associated with the carryforward depends
predominantly upon the Company's ability to generate taxable income during the
carryforward period. Because the current uncertainty of realizing such tax
assets in the future, a valuation allowance has been recorded equal to the
amount of the net deferred tax asset, which caused the Company's effective tax
rate to differ from the statutory income tax rate. The net operating loss
carryfoward, if not utilized, will begin to expire in the year 2010.
<PAGE> 40
WINNERS INTERNET NETWORK, INC.
Notes to Financial Statements
December 31, 1999
NOTE 6 - SUBSEQUENT EVENTS
A final agreement on the Letter of Intent was entered between SupraNet, AG
(SupraNet), a Liechtenstein Company and Winners Internet Network, Inc. (WINR), a
US Corporation dated March 1, 1999. On January 12, 2000 an option was exercised
by WINR to acquire the common share interest of 19% of SupraNet. Management
believes that the growth of SupraNet of over 80% for the last 5 years will
continue in to the foreseeable future.
On December 13, 1999 INTERTREHAND, AG, a Liechtenstein Corporation entered into
a final agreement with Winners Internet Network, Inc. (WINR), a US Corporation
for the right, title, and interest in the "Plus Network." This right will also
include any and all domains registered by CMS/WINR in the future to secure a
broader market for processing. All future registrations by CMS will be for the
benefit of Winners Internet Network, Inc.
<PAGE> 41
8-K Continued Again
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Our directors, executive officers and key employees and their
respective ages and positions are set forth below. Biographical information for
each of those persons is also presented below. Our bylaws require three (3)
directors and our executive officers are appointed by our Board of Directors and
serve at its discretion.
DIRECTORS AND OFFICERS
<TABLE>
<CAPTION>
Name Age Position Held
---- --- -------------
<S> <C> <C>
David C. Skinner, Jr. 31 President, CEO, CFO-Treasurer, Director
Charles E. Scott 33 Vice President, Chief Technical Officer
Ronald Oehri 40 Director, Secretary
Markus Buechel 41 Director
Douglas Morgan 47 Director
Dr. Reinhold Proksch 38 Director
</TABLE>
DAVID C. SKINNER, JR. Mr. Skinner was appointed Chairman of the Board,
President and Treasurer on June 1, 1997. In July of 1999 he was re-elected
President, Chief Executive Officer and Chief Financial Officer. From January
1995 he managed Skinner, Varney & Associates, a tax and business consulting
firm. In 1996, Mr. Skinner was affiliated with Grand Holiday Casino of Aruba,
where he managed the payout structure for an international sportsbook. From 1995
to 1997 he was employed by Enterprise Distributors, Inc., who made video gaming
devices. In 1996 he served as a President of Caribbean Palace, Inc. (Club
Casablanca) of Myrtle Beach, South Carolina.
CHARLES E. SCOTT. Mr. Scott was appointed Vice President Technical on
June 1, 1997. He was elected Vice President and appointed Chief Technical
Officer in July of 1999. From 1995 to 1997, he was employed by Skinner, Varney &
Associates as an office administrator. From 1996 to 1998 he was employed by
Telephone Information System Services in Curacao where he designed and
implemented secure Internet and intranet access to multiple sportsbooks. He
received a bachelors degree in computer information systems from Florida State
University.
RONALD OEHRI. Mr. Oehri was appointed as a Director in July of 1999 and
Secretary in March of 2000. From January 1, 1999 to the present he has been the
C.E.O. of Quality Net AG which provides Internet marketing. Since September 1997
he has been the C.E.O. of SupraNet AG which is an Internet service provider.
Beginning in December 1984 through the present he has been the C.E.O. of Koro
AG, a trading company.
MARKUS BUECHEL The Honorable Markus Buechel was appointed as a Director
in February 2000. He began his career in 1981 by studying law at the University
of Berne in Switzerland and the University of Munich in Germany. After a few
years of legal practice with two of Liechtenstein's leading law firms, he was
asked by the Liechtenstein Government in 1989 to represent the country in its
European Union negotiations with the primary responsibility in financial
services. Following his successful negotiation of the
<PAGE> 16
European Union in 1992, Buechel was elected to the Liechtenstein Government as
Minister of Finance in 1999 and subsequently as the country's Minister of
Foreign Affairs in 1992. He was then voted Prime Minister of the Principality of
Liechtenstein in a general election during 1993. Since Buechel's retirement from
public office, he is active as a board member of a management consulting firm
and two European telecommunication companies. Buechel's distinguished career in
the public sector also resulted in the Prince of Liechtenstein awarding him the
country's highest honor for his services to the nation.
DDR. REINHARD PROKSCH DDr. Proksch was appointed as a Director in March
2000. He holds double doctorates in Information Systems and in Philosophy from
Vienna and Salzburg Universities and is a Fulbright Scholar. While at Salzburg,
where he also served as Associate Professor of Media and Communication Law, he
was awarded in 1986 the highest academic honor in Austria - personally bestowed
by the president of Austria. He subsequently earned an LL.M. in 1988 in Business
and Tax and is admitted as an Attorney and Counselor at Law in New York state.
DDr. Proksch served as Professor and Director of the Institute on Comparative
Telecommunications Law at Edinburgh University, Scotland and as a Faculty Member
of the McGeorge School of Law in Sacramento, California. He was an Attorney and
Telecom Counsel with Hall Dickler & Co., a New York and LA law firm through
1990. From 1990-1994, he served as Director and Corporate Counsel with
Liechtenstein-based trust company subsidiaries of leading Swiss and
International Banks, including Barclays and Union Bank of Switzerland. Since
1994 he has been engaged in private practice in the areas of Telecom, Tax,
Finance, and Media and served as a Director of Intertreuhand - one of the oldest
asset management trust companies in Liechtenstein and founder of the European
Economic Institute. He is the author of numerous publications and articles on
Tax, Telecom and Media issues, frequently travels as an international lecturer,
and serves on the Boards of several local and European Media and Telecom
companies.
DOUGLAS MORGAN Mr. Morgan was appointed as a Director in February 2000.
He is a magna cum laude graduate from both Massachusetts Institute of Technology
with a Bachelors Degree and Stanford University with a Masters Degree, both in
Computer Science and Electrical Engineering. Mr. Morgan was also a National
Science Foundation Fellow. He has over 25 years of experience in the computer
and hi-tech industry with an early background in programming, design, and
project management with companies such as Computer Sciences Corporation, Hughes,
NCR, and Hewlett Packard. He founded and served from 1981 to 1984 as President
of DynaMicro, Inc., a software and computer game development company known for
its development of the national best selling game Dungeons of Daggorath. Mr.
Morgan also served as Chairman of Unified Technologies, Inc., a
hardware/software development company from 1981 to 1985, when the company merged
with Hirsch Electronics Corp., one of its clients. He served as Vice-President
of Engineering for Hirsch, a successful privately-held networked security system
developer and manufacturer, from 1985 to 1989. From 1989-1994, he served as
President and Chairman of Stratos Scientific Corp., a technical consulting firm,
and from 1995 to 1997, he served as the Chairman of Visual Technologies, Inc., a
multi-media development company. From 1995 to the present he has served as
President and CEO of Performance Strategies, Inc., an international consulting
firm serving the hi-tech and related industries and providing high- level
assistance in strategic planning, corporate communications, business model and
financial development, network and Internet strategies, and web-site
development. He is the holder of 5 U.S. Patents relating to networking, security
and computer systems design.
<PAGE> 17
EXECUTIVE COMPENSATION
The following table shows compensation of our executive officers for
our fiscal years ended 1998 and 1999
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation
----------------------------
Fiscal Restricted Stock or
Name and Principal Position Year Salary ($) Bonus Other(1) Options Granted
--------------------------- ---- ---------- ----- -------- -------------------
<S> <C> <C> <C> <C> <C>
David Skinner Jr. 1999 $78,323 $0 0 66,250 (2)
President, C.E.O. 1998 $79,914 $0 44,520 (3)
Charles E. Scott 1998 50,900 0 0 35,000 (2)
Vice President, Chief Technical Officer
</TABLE>
(1) No other form of compensation has been paid or accrued.
(2) Options granted as of December 31, 1999 which are 5 year
options exercisable at $0.50 per share.
(3) The Company owns a 1998 Ford Explorer vehicle which has been
purchased for corporate use by the President/CEO, Mr. Skinner.
(b) Option/SAR Grants in Last Fiscal Year
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-----------------------------------------------------------------------------------------------
Number of Securities
Underlying
Options/SARs Granted % of Total Options/SARs Granted to Exercise or Base Expiration
Name (#) Employees in Fiscal Year Price ($/Sh) Date
---- -------------------- ---------------------------------- ---------------- ----------
<S> <C> <C> <C> <C>
David C. Skinner, 66,250 $0.50 12/31/2005
Jr.
Charles E. Scott 35,000
$0.50 12/31/2005
</TABLE>
The Company has a Stock Option Plan, entitled the "Directors, Officers
and Employees - Stock Option Plan 1999" (the "Plan"). Its purpose is to advance
the business and development of the Company and its shareholders by affording to
the employees, directors and officers of the Company the opportunity to acquire
a proprietary interest in the Company by the grant of Options to such persons
under the Plan's terms. By doing so the Company seeks to motivate, retain and
attract highly competent, motivated employees, executive Officers and Directors
to lead the Company. The effective date of the Plan was January 1, 1999. The
Plan provides that the Board shall exercise its discretion in awarding Options
under the Plan, not to exceed ten percent of the shares at any one time,
provided that the options granted to any one person may not exceed five percent
of the outstanding. The per share Option price for the stock subject to each
Option shall be such price as the Board may determine. All Options must be
granted within ten years from the effective date of the Plan. There is no
express termination date for the Options, although the Board may vote to
terminate the Plan. Under the Plan, there have been no Options granted.
<PAGE> 18
(c) Aggregated Option/SAR Exercises in Last Fiscal Year and FY-end Option/SAR
Values: None
(d) Long-term Incentive Plans -- Awards in Last Fiscal Year: None
COMPENSATION OF DIRECTORS
We do not have any standard arrangement for compensation of our
directors for any services provided as director, including services for
committee participation or for special assignments.
EMPLOYMENT CONTRACTS
As of the date of this filing we have not entered into formal
employment agreements with our executive officers.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The following information summarizes certain transactions either we
engaged in during the past two years or we propose to engage in involving our
executive officers, directors, 5% stockholders or immediate family members of
such persons:
In July 1998, we became a member of the CyberLink Monetary System in
July 1998 when CyberLink Monetary Systems agreed to exclusively license us as
the sole provider of Internet gaming for its data processing operations. The
CyberLink Monetary System is managed by Intertreuhand Aktiengesellschaft .
Intertreuhand Aktiengesellschaft is an Asset Management Trust licensed by the
Government of Liechtenstein since 1954. The Managing Director of Intertreuhand
Aktiengesellschaft is DDr. Reinhard Proksch. DDr. Proksch, a Fulbright Scholar,
holds dual doctorates in law and information systems and is a director of
Winners. A total of 2,045,284 shares of Winners common stock was issued to
Intertreuhand Aktiengesellschaft.
In July of 1999 we entered into an agreement with SupraNet AG for
Internet services. Mr Oehri, our director, is the President and C.E.O. of
SupraNet AG. The monthly fee for the services provided to Winners Internet by
SupraNet AG is $1,340 per month and the agreement provides a 30 day opt-out
clause for either party.
In December 1999, we entered into a Marketing Agreement with
Performance Strategies Inc., whereby 300,000 shares and options to acquire an
additional 300,000 shares were issued to Performance Strategies, Inc. Douglas
Morgan is the principal officer and shareholder of Performance Strategies, Inc.,
and is a director of Winners.
<PAGE> 19
DESCRIPTION OF SECURITIES
COMMON STOCK
We are authorized to issue 50,000,000 shares of common stock, par value
$.001, of which 19,612,889 were issued and outstanding as of April 12, 2000. All
shares of common stock have equal rights and privileges with respect to voting,
liquidation and dividend rights. Each share of common stock entitles the holder
thereof (i) to one non-cumulative vote for each share held of record of all
matters submitted to a vote of the stockholders, (ii) to participate equally and
to receive any and all such dividends as may be declared by the Board of
Directors out of funds legally available; and (iii) to participate pro rata in
any distribution of assets available for distribution upon liquidation of the
Company. Our stockholders have no preemptive rights to acquire additional shares
of common stock or any other securities.
CONVERTIBLE DEBENTURE
We issued a convertible debenture for $260,000, which was
collateralized by the issuance of 375,000 common shares. The debenture is
convertible at 80% of the bid price at the time of conversion. The interest rate
on the debenture is 8% per annum. The term of the debenture is three years.
PREFERRED STOCK
We have not authorized preferred stock.
MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
OTHER SHAREHOLDER MATTERS
Our common stock is traded over-the-counter and quoted on the OTC
NASDAQ Electronic Bulletin Board under the symbol "WINR". The following table
represents the range of the high and low bid prices of our stock as reported by
the Nasdaq Trading and Market Services for each fiscal quarter for the last two
fiscal years ending December 31, 1998 and the nine month interim period ended
September 30, 1999. There was no market activity prior to August 1997. Such
quotations represent prices between dealers and may not include retail markups,
markdowns, or commissions and may not necessarily represent actual transactions.
<TABLE>
<CAPTION>
Year Quarter High Low
---- ------- ---- ---
<S> <C> <C> <C>
1997 Third Quarter 4.875 2.25
Fourth Quarter 2.8125 0.375
1998 First Quarter 0.812 0.15
Second Quarter 1 0.40625
Third Quarter 1.625 0.33
Fourth Quarter 3.00 0.45
1999 First Quarter 2.96875 1.34
Second Quarter 2.4375 1.21875
Third Quarter 1.71875 0.8125
</TABLE>
<PAGE> 20
We have approximately 650 stockholders of record as of April 12, 2000.
We have not declared dividends on our common stock and do not anticipate paying
dividends on our common stock in the foreseeable future. On July 14, 1997 we
effected an 100-to-1 reverse stock split. All per share information in this
registration statement has been retroactively restated to reflect this change.
LEGAL PROCEEDINGS
We are not a party to any proceedings or threatened proceedings as of
the date of this filing.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
We have had no change in, or disagreements with, our principal
independent accountant during our last two fiscal years.
RECENT SALES OF UNREGISTERED SECURITIES
The following discussion describes all securities we have sold within
the past three fiscal years without registration.
On January 31, 1997 we issued an aggregate of 600 common shares to
three of our then officers and directors for services rendered on our behalf.
The services were valued at $20.00 each and each received 200 shares. The
issuance of such shares was exempt from registration under the Securities Act of
1933 by reason of Sections 3(b) and 4(2) as a private transaction not involving
a public distribution.
On March 7, 1997 we issued 4,076 common shares to four persons for
accounting and legal services. Such services were valued at $407.00. The
issuance of such shares was exempt from registration under the Securities Act of
1933 by reason of Sections 3(b) and 4(2) as a private transaction not involving
a public distribution.
On August 1, 1997 we sold 2,500,000 common shares for $50,000 to five
persons. Such shares were issued pursuant to Rule 504.
On September 15, 1997 we sold 17,145 common shares to Tom Curtis for
$30,000. Such shares were issued pursuant to Rule 504.
On December 19, 1997 we sold 20,000 common shares to Capital
Communications, Inc. for $10,000. Such shares were issued pursuant to Rule 504.
On April 28, 1998 we issued 500,000 common shares valued at $50,000 to
Columbia Financial Group for public relations services. Such shares were issued
pursuant to Rule 504.
<PAGE> 21
On May 7, 1998 we sold an aggregate of 1,000,000 common shares for
$300,000 to Cognitive Investco, Inc. and Epicontinental Holding's Limited. Each
purchased 500,000 common shares and such shares were issued pursuant to Rule
504.
On May 19, 1998 we sold 500,000 common shares for $200,000 to Codecraft
Corporation, Inc. Such shares were issued pursuant to Rule 504.
On July 20, 1998 we issued 500,000 common shares to Intertreuhand
Aktiengesellschaft in consideration for technology and services. Such shares
were valued at $25,000. The issuance of such shares was exempt from registration
under the Securities Act of 1933 by reason of Sections 3(b) and 4(2) as a
private transaction not involving a public distribution.
On August 18, 1998 we sold an aggregate of 550,000 common shares for
$220,000. Columbia Financial Group purchased 150,000 common shares and Codecraft
Corporation purchased 400,000 common shares. Such shares were issued pursuant to
Rule 504.
On November 1, 1998 we sold 285,000 common shares for $99,750 to
Cognitive Investco, Inc. Such shares were issued pursuant to Rule 504.
On December 4, 1998 we issued 21,358 common shares to Intertreuhand
Aktiengesellschaft for computer equipment valued at $10,679. The issuance of
such shares was exempt from registration under the Securities Act of 1933 by
reason of Sections 3(b) and 4(2) as a private transaction not involving a public
distribution.
On December 15, 1998 we issued 500,000 common shares to Columbia
Financial Group pursuant to Rule 505. Such shares were valued at $25,000 and
were issued for public relations services provided to us.
On December 22, 1998 we sold 100,000 common shares for $100,000 to
Codecraft Corporation. Such shares were issued pursuant to Rule 504.
On January 8, 1999 we sold 100,000 common shares for $100,000 to
Cognitive Investco, Inc. Such shares were issued pursuant to Rule 504.
On March 25, 1999 we sold 225,000 common shares for $202,500 to
Bluegrass Secure Corp. Such shares were issued pursuant to Rule 504.
On June 18, 1999 we issued 10,000 common shares valued at $7,498 to
Ronald Oehri for technology services rendered. The issuance of such shares was
exempt from registration under the Securities Act of 1933 by reason of Sections
3(b) and 4(2) as a private transaction not involving a public distribution.
On July 15, 1999 we sold 400,000 common shares for $220,000 to
Trans-Pacific Security Consultants. Such shares were issued pursuant to Rule
504.
On September 28, 1999 we sold 315,789 common shares for $149,999 to
Orienstar Finance, Ltd. Such shares were issued pursuant to Rule 504.
<PAGE> 22
On October 1, 1999 we sold 147,369 common shares to Orienstar Finance,
Ltd. for $70,000. Such shares were issued pursuant to Rule 504.
On February 8, 2000 we sold 650,000 common shares to Ron Sparkman for
marketing and public relations services. The issuance of such shares was exempt
from registration under the Securities Act of 1933 by reason of Sections 3(b)
and 4(2) as a private transaction not involving a public distribution.
On February 8, 2000 we sold 650,000 common shares to Petty
International Development for marketing and public relations services. The
issuance of such shares was exempt from registration under the Securities Act of
1933 by reason of Sections 3(b) and 4(2) as a private transaction not involving
a public distribution.
On February 8, 2000 we sold 200,000 common shares to World of
Internet.com for marketing and public relations services. The issuance of such
shares was exempt from registration under the Securities Act of 1933 by reason
of Sections 3(b) and 4(2) as a private transaction not involving a public
distribution.
On February 8, 2000 we sold 120,000 common shares to Ronald Oehri in
consideration of the acquisition of 19% of SupraNet AG. The issuance of such
shares was exempt from registration under the Securities Act of 1933 by reason
of Sections 3(b) and 4(2) as a private transaction not involving a public
distribution.
On February 28, 2000 we sold 2,500 common shares to Rinaldo Sperandio
for technical consulting services. The issuance of such shares was exempt from
registration under the Securities Act of 1933 by reason of Sections 3(b) and
4(2) as a private transaction not involving a public distribution.
On February 28, 2000 we sold 10,000 common shares to Markus Buechel in
consideration of his appointment to the Winners board of directors. The issuance
of such shares was exempt from registration under the Securities Act of 1933 by
reason of Sections 3(b) and 4(2) as a private transaction not involving a public
distribution.
On March 14, 2000 we sold 100,000 common shares to World of
Internet.com for $300,000. The issuance of such shares was exempt from
registration under the Securities Act of 1933 by reason of Sections 3(b) and
4(2) as a private transaction not involving a public distribution.
On March 31, 2000 we sold 10,000 common shares to Douglas Morgan in
consideration of his appointment to the Winners board of directors. The issuance
of such shares was exempt from registration under the Securities Act of 1933 by
reason of Sections 3(b) and 4(2) as a private transaction not involving a public
distribution.
On March 31, 2000 we sold 300,000 common shares to Performance
Strategies Inc., in consideration of marketing services. The issuance of such
shares was exempt from registration
<PAGE> 23
under the Securities Act of 1933 by reason of Sections 3(b) and 4(2) as a
private transaction not involving a public distribution.
On March 31, 2000 we sold 1,523,926 common shares to Intertreuhand
Aktiengesellschaft in consideration of the acquisition of the Plus Network
Platform and other technology and services. The issuance of such shares was
exempt from registration under the Securities Act of 1933 by reason of Sections
3(b) and 4(2) as a private transaction not involving a public distribution.
On April 26, 2000, we sold 343,225 shares to Villa Nova Management Co.,
Inc. and 343,225 shares to Michael A. Patterson Enterprises, Inc. for services.
The issuance of such shares was exempt from registration under the Securities
Act of 1933 by reason of Section 4(2) as a private transaction not involving a
public distribution.
On April 26, 2000, we issued a convertible debenture for $260,000,
which was collateralized by the issuance of 375,000 shares. The debenture is
convertible at 80% of the bid price at the time of conversion. The interest rate
on the debenture is 8% per annum. The term of the debenture is three years. The
issuance of such securities was exempt from registration under the Securities
Act of 1933 by reason of Sections 3(b) and 4(2) as a private transaction not
involving a public distribution.
In connection with each of these private transactions of our securities
listed above, we believe that each purchaser (i) was aware that the securities
had not been registered under federal securities laws, (ii) acquired the
securities for his/her/its own account for investment purposes and not with a
view to or for resale in connection with any distribution for purpose of the
federal securities laws, (iii) understood that the securities would need to be
indefinitely held unless registered or an exemption from registration applied to
a proposed disposition and (iv) was aware that the certificate representing the
securities would bear a legend restricting their transfer. We believe that, in
light of the foregoing, the sale of our securities to the respective acquirers
did not constitute the sale of an unregistered security in violation of the
federal securities laws and regulations by reason of the exemptions provided
under Sections 3(b) and 4(2) of the Securities Act, and the rules and
regulations promulgated thereunder.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Pursuant to Nevada Revised Statutes Section 78.7502 and 78.751 our
Articles of Incorporation and bylaws provide for the indemnification of present
and former directors and officers and each person who serves at our request as
our officer or director. We will indemnify such individuals against all costs,
expenses and liabilities incurred in a threatened, pending or completed action,
suit or proceeding brought because such individual is our director or officer.
Such individual must have conducted himself in good faith and reasonably
believed that his conduct was in, or not opposed to, our best interest. In a
criminal action he must not have had a reasonable cause to believe his conduct
was unlawful. This right of indemnification shall not be exclusive of other
rights the individual is entitled to as a matter of law or otherwise.
We will not indemnify an individual adjudged liable due to his
negligence or willful misconduct toward us, adjudged liable to us, or if he
improperly received personal benefit.
<PAGE> 24
Indemnification in a derivative action is limited to reasonable expenses
incurred in connection with the proceeding. Also, we are authorized to purchase
insurance on behalf of an individual for liabilities incurred whether or not we
would have the power or obligation to indemnify him pursuant to our bylaws.
Our bylaws provide that individuals may receive advances for expenses
if the individual provides a written affirmation of his good faith belief that
the has met the appropriate standards of conduct and he will repay the advance
if he is adjudged not to have met the standard of conduct.
Item 2. Acquisition or Disposition of Assets.
See Item 1 above.
Item 3. Bankruptcy or Receivership.
Not Applicable
Item 4. Changes in Registrant's Certifying Accountant.
Not Applicable
Item 5. Other Events
See Item 1 above
Item 6. Resignation of Registrant's Directors.
All of the prior officers and directors of GFS have resigned as a part of this
acquisition and have been replaced by David C. Skinner, Jr., who is the sole
officer and director of this subsidiary.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
See Attached Pro-Forma Financial Information.
See Attached Financial Statements.
See Attached Agreement for Share Exchange.
Item 8. Change in Fiscal Year.
Not Applicable
Item 9. Sales of Equity Securities Pursuant to Regulation S.
Not Applicable
<PAGE> 25
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: May 10, 2000 By: /s/ David C. Skinner, Jr.
President
<PAGE> 26
WINNERS INTERNET NETWORK, INC.
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED DECEMBER 31, 1999
<PAGE> 27
INDEPENDENT AUDITORS' REPORT
To the Board of Directors
Winners Internet Network, Inc.
St. Augustine, FL
The Unaudited Pro Forma Combined Statement of Operations of the Company for the
fiscal year ended December 31, 1999 and the Unaudited Pro Forma Combined Balance
Sheet of the Company as of December 31, 1999 have been prepared to illustrate
the estimated effect of the Glennaire Financial Services, Inc. transaction. The
Pro Forma Statements of Operations give pro forma effect to the Glennaire
Financial Services, Inc. transaction as if it had occurred on December 31, 1999.
The Pro Forma Balance Sheet gives pro forma effect to the Glennaire Financial
Services, Inc. offering as if it had occurred on December 31, 1999. The Pro
Forma Financial Statements do not purport to be indicative of the results of
operations or financial position of the Company that would have actually been
obtained had such transactions been completed as of the assumed dates and for
the period presented, or which may be obtained in the future. The pro forma
adjustments are described in the accompanying notes and are based upon available
information and certain assumptions that the Company believes are reasonable.
A preliminary allocation of the purchase price has been made to major categories
of assets and liabilities in the accompanying Pro Forma Financial Statements
based on available information. The actual allocation of purchase price and the
resulting effect on income from operations may differ significantly from the pro
forma amounts included herein. These pro forma adjustments represent the
Company's preliminary determination of purchase accounting adjustments and are
based upon available information and certain assumptions that the Company
believes to be reasonable. Consequently, the amounts reflected in the Pro Forma
Financial Statements are subject to change, and the final amounts may differ
substantially.
The unaudited pro forma consolidated financial statements should be read in
conjunction with the historical financial statements and related notes of
Winners Internet Network, Inc.
Michael Johnson & Co., LLC
Denver, Colorado
May 10, 2000
<PAGE> 28
WINNERS INTERNET NETWORK, INC.
UNAUDITED PRO FORMA COMBINED BALANCE SHETT
(DECEMBER 31, 1999)
<TABLE>
<CAPTION>
Winners Glennaire Pro Forma Pro Forma
Dec 31, 1999 Dec 31, 1999 Adjustments Combined
------------- ------------- ------------- -------------
ASSETS
<S> <C> <C> <C> <C>
Cash and cash equivalents $ 32,961 $ -- $ -- $ 32,961
Accounts receivable 548,912 -- -- 548,912
------------- ------------- ------------- -------------
Current assets 581,873 -- -- 581,873
Equipment and furniture, net 549,140 -- -- 549,140
Acquisition of subsidiary -- -- 4,599 4,599
------------- ------------- ------------- -------------
Other assets 549,140 -- 4,599 553,739
Total assets $ 1,131,013 $ -- $ 4,599 $ 1,135,612
============= ============= ============= =============
LIABILITIES AND STOCKHOLDER'S EQUITY
Current portion of notes payable $ 3,600 $ 2,903 $ -- $ 6,503
Accounts payable 173,795 -- -- 173,795
Accrued liabilities 712 -- -- 712
------------- ------------- ------------- -------------
Current liabilities 178,107 2,903 -- 181,010
Notes payable less current portion 7,188 -- -- 7,188
------------- ------------- ------------- -------------
Total liabilities 185,295 2,903 -- 188,198
------------- ------------- ------------- -------------
Capital stock 15,991 1,000 696 17,687
Stock subscription receivable -- (900) 900 --
Paid in capital 2,948,093 -- -- 2,948,093
Retained deficit (2,018,366) (3,003) 3,003 (2,018,366)
------------- ------------- ------------- -------------
Total stockholders' equity 945,718 (2,903) 4,599 947,414
Total liabilities and stockholder's equity $ 1,131,013 $ -- $ 4,599 $ 1,135,612
============= ============= ============= =============
</TABLE>
<PAGE> 29
WINNERS INTERNET NETWORK, INC.
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
(For the Period Ended December 31, 1999)
<TABLE>
<CAPTION>
WINNERS GLENNAIRE Pro Forma
12-Month Period 9-Month Period Combined
Ended Dec 31, 99 Ended Dec 31, 99 Companies
---------------- ---------------- ----------------
<S> <C> <C> <C>
Net Revenue $ 822,673 $ -- $ 822,673
---------------- ---------------- ----------------
Total Revenue 822,673 -- 822,673
General and administrative 183,798 80 183,878
Product development costs 633,808 -- 633,808
---------------- ---------------- ----------------
Net income (loss) $ 5,067 $ (80) $ 4,987
================ ================ ================
PER SHARE DATA:
Net income $ 0.01
================
Weighted average shares outstanding 15,292,927
================
OPERATING AND OTHER DATA:
Cash interest expense, net 108 -- 108
CASH FLOW PROVIDED BY (USED FOR)
Operating activities $ (303,458) $ 80 $ (303,378)
Investing activities (441,238) -- (441,238)
Financing activities 748,800 -- 748,800
</TABLE>
<PAGE> 30
WINNERS INTERNET NETWORK, INC.
Unaudited Pro Forma Combined Financial Statements
December 31, 1999
On May 9, 2000, Winners Internet Network, Inc. and Glennaire Financial Services.
Inc. agreed upon a plan of reorganization. The agreement stated that Winners
Internet Network, Inc. would exchange 10,000 shares of stock for all of the
common stock of Glennaire Financial Services, Inc.
The Glennaire Acquisition was accounted for by the purchase method of
accounting. Under the purchase method of accounting the total purchase price is
allocated to intangible assets. The adjustments are to eliminate stock
subscription receivable and retained deficit as a result of the Glennaire
Acquisition.
The accompanying pro forma information is presented for illustrative purposes
only and is not necessarily indicative of the financial position or results of
operations which would actually have been report had the acquisition been in
effect during the periods presented, or which may be reported in the future.
The accompanying Pro Forma Condensed Consolidated Financial Statements should be
read in conjunction with the historical financial statements and related notes
thereto for Winners Internet Network, Inc. and Glennaire Financial Services,
Inc.
<PAGE> 31
WINNERS INTERNET NETWORK, INC.
FINANCIAL STATEMENTS
FOR THE PERIOD ENDED DECEMBER 31, 1999
<PAGE> 32
INDEPENDENT AUDITORS' REPORT
To the Board of Directors
Winners Internet Network, Inc.
St. Augustine, FL
We have audited the accompanying balance sheet of Winners Internet Network, Inc.
as of December 31, 1999 and 1998, and the related statements of operations,
stockholders' equity, and cash flows for the years then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. These standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statement is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Winners Internet Network, Inc.,
as of December 31, 1999 and 1998, and the results of their operations and their
cash flows for the years then ended in conformity with generally accepted
accounting principles.
Michael Johnson & Co., LLC
Denver, Colorado
March 22, 2000
<PAGE> 33
WINNERS INTERNET NETWORK, INC.
BALANCE SHEET
<TABLE>
<CAPTION>
DECEMBER 31
--------------------------
1999 1998
----------- -----------
<S> <C> <C>
ASSETS:
Current assets:
Cash in bank $ 1,866 $ 28,857
LTG - European bank 31,095 --
A/R - Licensing Fees 310,000 --
A/R - Credit Cards 238,912 --
----------- -----------
Total current assets 581,873 28,857
Fixed assets:
Software 516,138 75,000
Equipment 84,289 84,289
Furniture & Fixtures 4,489 4,489
Vehicles 44,500 44,500
Less Depreciation (100,276) (61,563)
----------- -----------
Total fixed assets 549,140 146,715
Other assets
Loan receivable - D. Skinner, Jr -- 3,700
Prepaid marketing -- 25,000
----------- -----------
Total other assets -- 28,700
TOTAL ASSETS $ 1,131,013 $ 204,272
=========== ===========
LIABILITIES AND STOCKHOLDERS EQUITY
Current liabilities:
Accounts Payable $ 173,795 $ 427
Accrued Payables 712 (1,326)
Notes Payable - Current Portion 3,600 3,600
----------- -----------
Total current liabilities 178,107 2,701
Long term liabilities:
Notes Payable 7,188 10,920
----------- -----------
Total long term liabilities 7,188 10,920
----------- -----------
Total liabilities 185,295 13,621
STOCKHOLDERS' EQUITY
Common Stock, par value $0.001: 50,000,000 shares
authorized; 15,990,863 shares issued and
outstanding for 1999 and 14,791,355 shares issued 15,991 14,791
and outstanding for 1998
Additional Paid-In Capital 2,948,093 2,199,293
Accumulated Deficit (2,018,366) (2,023,433)
----------- -----------
Total stockholders' equity 945,718 190,651
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 1,131,013 $ 204,272
=========== ===========
</TABLE>
The accompany notes are an integral part of these financial statements.
<PAGE> 34
WINNERS INTERNET NETWORK, INC.
Statement of Operations
For the Period Ended December 31, 1999
With Comparative Totals for December 31, 1998
<TABLE>
<CAPTION>
1999 1998
------------ ------------
<S> <C> <C>
REVENUE:
Licensing Fees $ 395,000 $ --
Processing Income 422,673 --
License Income 5,000
Consulting Income -- 2,168
------------ ------------
TOTAL REVENUE 822,673 2,168
EXPENSES:
Bank Charges 1,730 490
Commissions 12,500 179,750
Consulting Fees 450,000 71,297
Deprecation Expense 38,713 43,713
Dues & Subscriptions 3,906 2,301
Insurance 15,664 5,398
Internet 16,300 18,333
Interest Expense 108 --
Marketing Expense 25,000 50,000
Meals & Entertainment 25,506 387
Miscellaneous Expense -- 548
Office Expenses 8,559 13,065
Professional & Legal Fees 25,333 13,311
Rent 19,850 32,499
Royalties -- 26,450
Taxes & Licenses 7,250 28,833
Telephone 26,410 11,370
Travel 24,231 110,630
Utilities 8,999 494
Wages 107,547 233,859
------------ ------------
TOTAL EXPENSES 817,606 842,728
------------ ------------
NET PROFIT (DEFICIT) $ 5,067 $ (840,560)
============ ============
NET PROFIT (LOSS) PER COMMON STOCK $ 0.01 $ (0.06)
------------ ------------
WEIGHTED AVERAGE SHARES OUTSTANDING 15,282,927 13,988,450
------------ ------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 35
WINNERS INTERNET NETWORK, INC.
Statement of Cash Flow
For the Period Ended December 31, 1999
With Comparative Totals for December 31, 1998
<TABLE>
<CAPTION>
1999 1998
----------- -----------
<S> <C> <C>
CASH FLOW FROM OPERATING ACTIVITIES:
Net Income (Loss) $ 5,067 $ (840,560)
Depreciation 38,713 43,713
CHANGES IN ASSETS & LIABILITIES:
GGLS Payable -- (250,000)
Accounts Payable 173,368 (941)
Accrued Payables 2,038
Notes Payable - Ford Credit (3,732) 14,520
Accounts Receivable (548,912)
Loan Receivable -- (3,700)
Prepaid Marketing -- (25,000)
Advances Payable 30,000 (30,000)
----------- -----------
NET CASH PROVIDED BY OPERATING ACTIVITIES (303,458) (1,091,968)
CASH FLOWS USED FOR INVESTING ACTIVITIES:
Capital Expenditure (441,238) 94,335
----------- -----------
NET CASH USED FOR INVESTING ACTIVITIES (441,238) 94,335
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of Ordinary Shares 748,800 1,026,473
----------- -----------
NET CASH PROVIDED BY FINANCING 748,800 1,026,473
NET CASH IN CASH & CASH EQUIVALENTS 4,104 28,840
CASH & CASH EQUIVALENTS AT BEGINNING OF PERIOD 28,857 17
----------- -----------
CASH & CASH EQUIVALENTS AT END OF PERIOD $ 32,961 $ 28,857
=========== ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
CASH PAID DURING THE YEAR FOR:
Interest 108 --
Income Taxes -- --
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 36
WINNERS INTERNET NETWORK, INC.
STOCKHOLDERS' EQUITY
DECEMBER 31, 1999
<TABLE>
<CAPTION>
COMMON STOCKS Additional Accumulated Total
----------------------------- Paid-In Earnings Stockholders'
Shares Amount Capital (Deficit) Equity
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Davki Agency Ltd., Inc. Merger 8,000,000 $ 8,000 $ 359,287 $ (367,287) $ --
Comstock/Empire International, Inc. Merger 294,944 295 703,373 (703,668) --
Issuance of Stock for Cash & Services 2,539,912 2,540 110,160 -- 112,700
Net Deficit 12/31/97 -- (111,918) (111,918)
----------- ----------- ----------- ----------- -----------
Balance December 31, 1997 10,834,856 10,835 1,172,820 (1,182,873) 782
=========== =========== =========== =========== ===========
Issuance of 4/28 for Services 500,000 500 49,500 -- 50,000
Issuance of 5/7 for Cash 1,000,000 1,000 299,000 -- 300,000
Issuance of 5/19 for Cash 500,000 500 199,500 -- 200,000
Issuance of 7/20 for Services 500,000 500 24,500 -- 25,000
Issuance of 8/18 for Cash 550,000 550 219,450 -- 220,000
Issuance of 11/1 for Cash 285,000 285 99,465 -- 99,750
Issuance of 12/4 for Services 21,358 21 10,658 -- 10,679
Issuance of 12/15 for Services 500,000 500 24,500 -- 25,000
Issuance of 12/22 for Cash 100,000 100 99,900 -- 100,000
Issuance Correction 12/31(Comstock Merger) 141 -- -- -- --
Net Deficit 12/31/98 (840,560) (840,560)
----------- ----------- ----------- ----------- -----------
Balance December 31, 1998 14,791,355 14,791 2,199,293 (2,023,433) 190,651
=========== =========== =========== =========== ===========
Issuance of 1/8 for Cash 100,000 100 99,900 -- 100,000
Issuance of 3/25 for Cash 225,000 225 202,275 -- 202,500
Issuance of 6/18 for Services 10,000 10 7,488 -- 7,498
Issuance Correction 6/30 (Comstock Merger) 1,350 2 -- -- 2
Issuance of 7/15 for Cash 400,000 400 219,600 -- 220,000
Issuance of 9/28 for Cash 315,789 316 149,684 150,000
Issuance of 10/11 for Cash 147,369 147 69,853 -- 70,000
Net Profit 12/31/99 -- -- -- 5,067 5,067
----------- ----------- ----------- ----------- -----------
Balance December 31, 1999 15,990,863 $ 15,991 $ 2,948,093 $(2,018,366) $ 945,718
=========== =========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 37
8-K 5/15/00
http://www.freeedgar.com/search/ViewFilings.asp?CIK=1045181&...
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<DESCRIPTION>FORM 8-K
<TEXT>
<PAGE> 1
FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Act of 1934
Date of Report (Date of earliest event reported) May 9, 2000
WINNERS INTERNET NETWORK, INC.
(Name of registrant in its charter)
<TABLE>
<S> <C> <C>
NEVADA 000-26665 91-1844567
(State of incorporation) (Commission (I. R. S. Employer Identification No.)
File Number)
</TABLE>
145 OVIEDO STREET
ST. AUGUSTINE, FLORIDA 32084
(Address and telephone number of principal executive offices
and principal place of business)
(904)824-7447
(Registrant's telephone number including area code)
GLENNAIRE FINANCIAL SERVICES, INC.
(Former name of registrant, if changed since last report)
3158 REDHILL AVE., SUITE 240
COSTA MESA, CALIFORNIA 92626
(Former address of registrant, if changed since last report)
<PAGE> 2
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Act of 1934
References in this document to "us," "we," or "the Company" refer to Winners
Internet Network, Inc. and its subsidiary.
Safe Harbor Statement
This Form 8-K contains certain forward-looking statements. For this
purpose any statements contained in this Form 8-K that are not statements of
historical fact may be deemed to be forward-looking statements. Without limiting
the foregoing, words such as may, will, expect, believe, anticipate, estimate or
continue or comparable terminology are intended to identify forward-looking
statements. These statements by their nature involve substantial risks and
uncertainties, and actual results may differ materially depending on a variety
of factors, many of which are not within our control. These factors include but
are not limited to economic conditions generally and in the industries in which
we may participate; competition within our chosen industry, including
competition from much larger competitors; technological advances and failure by
us to successfully develop business relationships.
Item 1. Changes in Control of Registrant.
We completed our acquisition of 100% of the issued and outstanding common shares
of Glennaire Financial Services, Inc., a private Utah public reporting company
(GFS), in exchange for approximately 10,000 shares of us. We plan to merge GFS
into us in the future. At the present time,GFS is a wholly-owned subsidiary.
INVESTMENT RISKS
LIMITED OPERATING HISTORY
We have recorded revenues and a profit for the fiscal year ended
December 31, 1999. However, we recorded losses for the past two fiscal years. An
investment in our stock is very risky. Potential investors should carefully
consider the factors discussed in this registration statement before purchasing
our common stock.
COMPETING TECHNOLOGICAL DEVELOPMENT
Internet industries are subject to rapid technological change and our
ability to successfully market our products, improve our products and to respond
effectively to new technological changes or new product announcements will
affect our results of operations. Other companies may develop new technology and
systems similar to ours which could materially affect our results in operation.
RELIANCE ON A THIRD PARTY MAINTAINED SYSTEM
We rely on the CyberLink Monetary System to complete the processing of
Internet transactions using our Winners Processing System. The CyberLink
Monetary System is a data processing center based in Vaduz, Liechtenstein and is
the entity that provides the link between the customer, merchant and banking
credit card authorization centers. Our Winners processing System software
interfaces with the CyberLink Monetary System data processing which is the link
between the credit card company and the issuing credit card banking institution.
<PAGE> 3
POTENTIAL REGULATION OF INTERNET GAMING
Internet gaming legislation is pending before the United States
Congress. Regulation could require us to modify our software and that of the CMS
Debit Card described below to accommodate regulatory restrictions. AS OF THE
DATE OF THIS FILING CONGRESS HAS FAILED TO MAKE A DEFINITIVE DECISION. We cannot
provide assurances that if regulations are imposed that we will be able to
modify our software to comply with such regulation or that such regulation would
not have an adverse effect on the market for our software in general by
curtailing Internet gaming.
UNPROVEN TECHNOLOGY AND SOFTWARE APPLICATIONS
We estimate that the time frame for the CMS Debit Card is on or about
the 4th quarter of 2000 through the 1st quarter of 2001.
We cannot assure that the CMS Debit Card will interface with our
customers or other vendors, nor that our CMS Debit Card can compete with debit
cards now available through other banks.
COMPETITION
We are in competition with companies such as Star Net and MPact Media
in regard to Internet gaming financial processing. These companies provide the
credit card processing similar to us. Our services are also expanded to
facilitate financial processing in multi-currencies including, but not limited
to, the British pound, the German marc, the Canadian dollar, the Australian
dollar, the Swiss franc, the French franc and the Dutch gilder. Our competitors
also perform a type of payout service which returns funds to customers via
credit cards and checks while our services are also expanded to facilitate
refunds to customers via credit cards and check disbursements in the customer's
currency where they reside. We currently have customers in 16 countries which
represent 8 different currencies. We are able to send payments to these
customers in their own currency where its competitors would have to send the
customers a check in U.S. dollars.
We have not been accepted by most Internet casinos as we serve only 17
websites. In this regard, we have refused to accept deposits from the player who
resides in an illegal jurisdiction. We consider an illegal jurisdiction to
include any state or country where there is a law which makes it illegal to
participate in on-line gaming. It is believed that this decision by our
management to prevent play from these jurisdictions is the reason that we serve
only 17 websites.
TRADEMARKS, LICENSE AND INTELLECTUAL PROPERTY
Our proprietary software is a material aspect of our business. We rely
upon a combination of licenses, confidentiality agreements and other contractual
covenants to establish and protect our technology and other intellectual
property rights. If we infringe on the intellectual property of another party we
could be forced to seek a license to those intellectual property rights of the
third party. If we are required to obtain a license to another party's
proprietary rights, that license could be expensive, if we could obtain it at
all. Although we do not believe that our intellectual property infringes on the
rights of any other party, third-parties may assert claims for infringement
which may be successful or require substantial resources to defend. In addition
our confidentiality agreements may not effectively prevent copying and
disclosure of our technology and may not provide us with an adequate remedy if
unauthorized disclosure occurs.
<PAGE> 4
DESCRIPTION OF BUSINESS
BUSINESS DEVELOPMENT
We were incorporated in the state of Washington on May 23, 1967 as
Empire Exploration, Inc. Empire Exploration was involved in the business of
purchasing and exploring mining properties but ceased such operations in 1992.
In July of 1988 Empire Exploration, Inc. changed its name to Comstock-Empire
International, Inc. (A "Comstock-Empire"). Winners Internet Network, Inc. was
incorporated in the state of Nevada on July 16, 1997. On July 21, 1997,
Comstock-Empire merged with Winners Internet for the sole purpose of changing
its domicile from Washington to Nevada. Winners Internet is a Nevada corporation
authorized to do business in the state of Florida and the countries of Austria
and Liechtenstein.
On July 31, 1997 Winners Internet acquired Davki Agency LTD, a Delaware
corporation (Davki Agency). Davki Agency was incorporated on June 16, 1997 and
held the license to the test prototype of proprietary software we currently use.
Pursuant to the terms of the acquisition Winners Internet issued 8,000,000
common shares for 100% of the 1,500 common shares of Davki Agency and Davki
Agency became a wholly owned subsidiary of Winners Internet. Davki Agency was
later dissolved in December of 1997.
We develop and own proprietary software and technology which processes
financial transactions for Internet commerce. Initially the software and
processing system was used exclusively for processing credit cards for payment
to Internet on-line licensed casinos. The system was also used to provide
accounting and transaction history for the on-line casino tracking all deposits
and payments from and to the casino customer. The system was also used to
provide players with full tracking of all deposits and transfers to casinos for
play. In addition, the system was interfaced with banks for payment to players
for withdrawal from their accounts or payments for winnings. The system was
developed to handle all type of internet transactions to connect the customer to
the merchant, handle the processing of payments for goods or services, provide
an accounting to the merchant and the customer, and process customer requests
for transfer to merchants or repayment for refunds at the request of the
merchant or customer. In specific reference to Internet casino play, the
software was able to identify the jurisdiction that the transaction began to
prevent illegal jurisdictions from having access to the Internet gaming sites
for play. The advantage to the customer in use of the system was that all
transactions required a second tier for approval requiring password entry in an
attempt to prevent fraud. The system was linked to established banking
structures in Europe including LGT Bank in Liechtenstein and BTV Bank in
Austria, both of which were used for processing the transaction via credit card
authorization centers.
Our administrative offices are located in St. Augustine, Florida
which manages the overall operations, including licensing agreements, corporate
accounting and communications with the public. Our operations center is located
in located in Ruggell, Liechtenstein which maintains, monitors and manages our
processing, technical operations and merchant and customer accounting records.
The European Division programs software, creates upgrades as needed, monitors
our bank processing, and prepares graphics for our web site and for other
publications. Our multi-lingual programmers monitor the functions performed by
this division. We have recently begun processing e-commerce transactions in the
first quarter of 2000 in order to expand the available market. These new markets
are located in Europe where the greatest emphasis for growth is being placed by
us.
In the first quarter of 2000, we completed negotiations and acquired a
19% interest in the Internet Service Provider in Liechtenstein. SupraNet AG has
been in existence since 1995 and is a very successful provider with offices in
Ruggell, Liechtenstein. SupraNet has provided us with the ability to house our
servers for immediate access to the Internet Hub by providing a direct
connection to the world wide web. The expansion capabilities with this location
and ownership has enabled us to be able to offer hosting of web sites coupled
with processing availability with the Winners System. This has also enabled us
to be able to look forward to the e-commerce expansion that we are seeking.
<PAGE> 5
The following describes the typical transaction which would be the same
for any type of e-commerce. Software can be modified to accommodate all
transaction processing that wishes to offer their goods and services via the
Internet:
After the customer has gone to a site that is processed by us, the
customer would select a method of payment for goods or services. In the case of
both gaming or e-commerce the credit cards accepted or other method of payment
such as Western Union will be shown on the site. Once a payment request is made
by the customer, the customer's transaction will immediately be sent via
Internet with encrypted transmission to the processing center in Ruggell,
Liechtenstein. The processing software simultaneously submits through the
CyberLink Monetary System the card for approval via the credit card
authorization company. CyberLink Monetary System has the existing accounts with
all of the payment options that are utilized by us. CyberLink will be discussed
in detail later in this filing. Upon approval of the transactions by a credit
card company issuing bank, the merchant and customer are simultaneously notified
of the approval and the customer receives confirmation that the order has been
paid. This format is standard whether the transaction for Internet gaming or
e-commerce processing.
The software provides the merchant with a complete accounting of all
transactions which the merchant can access at any time in addition to receiving
a monthly statement of all changes that have been credited to the respective
accounts. The software provides a complete accounting reconciliation to the
merchant in the form of a bank type statement reflecting all income to the
merchant and disbursement of monies. Similarly for the customer, the customer
has a complete account of all transactions including date, amount, merchant and
a historical accounting summary for personal reconciliation and verification
purposes.
The payment function to a customer in connection with Internet gaming
allows a customer to request a payment from the merchant from the Internet
casino which is then simultaneously transmitted to our processing division for
payment request. The processing division verifies the account balance and issues
instructions via the CyberLink Monetary System which handles the disbursements
to the Internet casino customers. A complete accounting reconciliation for these
payments is available to both the merchant and the customer for verification and
reconciliation purposes. Our processing system provides a complete transaction
and tracking analysis which reconciles the merchant, the customer and the
issuing bank for payment which are balanced simultaneously with each
transaction.
We receive a 5.5% fee of the amount of the transaction to the merchant.
In addition, if a payment is requested through the Winners System a $5.00 fee is
charged for returning funds back to a credit card, a $24.00 fee for an
international bank draft check and a $24.00 fee for an international bank wire.
All processing fees are based on a per transaction computation. Fees for both
Internet e-commerce and Internet gaming are based upon licensee agreements which
list the fees for each transaction.
Winners Secure Online Financial Processing System (A Winners Processing
System).
CyberLink Monetary System (CMS) is a Liechtenstein Company, managed by
the Directors of the Intertreuhand Trust, for the beneficial interest of those
of our clients for whom we handle financial transaction processing. This
structure insures our financial processing clients that their funds are secure,
separate, and managed by a licensed trust company. Bank accounts are maintained
in the name of CMS on behalf of clients under the trust, and are subject to the
full fiduciary and financial privacy laws of Liechtenstein. CMS provides the
facility for us to offer financial transaction processing to our clients within
a secure and protected financial structure.
We are the exclusive beneficiary of CMS and are provided protection
under Intertreuhand Aktiengesellschaft, an Asset Management Trust that has been
licensed by the Government of Liechtenstein since 1954. CMS is managed by
Intertreuhand Aktiengesellschaft, which has DDr. Reinhard Proksch serving
<PAGE> 6
as Managing Director. DDr. Proksch, a Fulbright Scholar, holds dual doctorates
in law and information systems and was admitted to practice law in New York
State.
We rely on CMS to complete the processing of Internet transactions
using the Winners Processing System. CMS is a data processing center based in
Vaduz, Liechtenstein and is the entity that provides the link between customers,
products and services and licensed banking. In July 1998, CMS agreed to
exclusively license us as the sole provider of Internet gaming for its data
processing operations. The Winners Processing System interfaces with CMS' data
processing and the financial transactions processed by CMS are then interfaced
with the bank accounts managed by CMS.
In addition to the e-commerce aspects of its financial transaction
processing systems, we are developing an integrated e-commerce initiative of our
own, the "-Plus Network". In this regard, we acquired 19% interest in the
Internet Service Provider, SupraNet, AG., in Liechtenstein. This acquisition has
enabled us and SupraNet to offer expanded services to allow Internet Merchants
to house their servers in the facility occupied jointly by SupraNet, AG and us
to be able to provide internet hosting of the site and credit card processing
ability with the Winners Internet software. The "-Plus Network" is an e-commerce
platform consisting of numerous cross-marketed sites under the three main
categories of finance, products, and entertainment. We own a broad cross section
of URLs ending in the suffix "-Plus", such as www.Banks-Plus.com , www.Loans-
Plus.com and the like. With the scarcity of reasonable URL's available, the
"-Plus" suffix provides both an easy to remember and easy to communicate web
address for many common financial and product offerings, and also permits the
building of a family identity among the sites. We plan to develop some of the
sites ourself, joint venture others, and refer the remainder to carefully
selected and screened outside providers. We intend to monitor the sites and
provide a central problem resolution facility, which will build a high level of
customer confidence in the "-Plus" family of sites.
We are also using our solutions to create an integrated "Internet
Financial Platform" which allows consumers to engage in all manner of financial
transactions on the web - from e-shopping, to banking, to trading of stocks,
bonds and mutual funds - with complete security, accountability, tracking,
privacy and peace of mind. By combining our proprietary technology and systems
with strategic partnerships with major financial players in Europe and the U.S.,
we are rapidly working to implement this vision. In this regard we completed the
lease of our "Processing In Software for Banking" to Intertreuhand, a
Liechtenstein Asset Management Trust Company, for the initial payment of Three
Million USD.
We are now actively engaged in expanding the scope of our business
operations to embrace the enormous potential of the e-commerce marketplace. As a
result of the lease of the Processing Software to Intertreuhand, We recently
signed a contract with Winner Market AG, a Swiss e-commerce group, owned by TA
Media AG, one of the most successful media enterprise in Switzerland with daily
newspapers, magazines, radio and TV stations and more than $400 million in
annual revenues. They have chosen Winners Internet's services for its e-commerce
transactions for its group of e-commerce sites, including an Internet job
marketplace, Swiss real estate marketplace, Swiss vehicle marketplace and a
Swiss auction house. We receive a share of revenue on a percentage basis per
processed transaction.
Through our proprietary e-commerce system, we will process all
classified advertising placement over the Internet, and are facilitating the
company's expansion into online magazine subscriptions and other product lines.
This processing technique offers a seamless system interconnecting the customer,
merchant and banking institution with approval and financial transaction
accounting.
CyberLink Monetary System
We rely on the CyberLink Monetary System to complete the processing of
Internet transactions using our Winners Processing System. The CyberLink
Monetary System is based in Vaduz, Liechtenstein and is the entity that provides
the link between customers, products and services and licensed banking. The
<PAGE> 7
CyberLink Monetary System is managed by Intertreuhand Aktiengesellschaft.
Intertreuhand Aktiengesellschaft is an Asset Management Trust licensed by the
Government of Liechtenstein since 1954. Intertreuhand Aktiengesellschaft
maintains bank accounts in the name of CMS for the benefit of our clients. The
Managing Director of Intertreuhand Aktiengesellschaft is DDr. Reinhard Proksch.
DDr. Proksch, a Fulbright Scholar, holds dual doctorates in law and information
systems and is one of our directors.
We became a member of the CyberLink Monetary System in July 1998 when
CyberLink Monetary Systems agreed to exclusively license us as the sole provider
of Internet gaming for its data processing operations. Our Winners Processing
System interfaces with the CyberLink Monetary System's data processing and the
financial transactions processed by the CyberLink Monetary System are then
interfaced with the bank accounts managed by the CyberLink Monetary System for
our clients.
PRODUCT DEVELOPMENT
Currently, our percentage of gaming business operations derived from
U.S. customers is approximately 85%. The U.S. legislation concerning on-line
gaming may have a material impact on its operations. This legislation is set to
make all forms of Internet gambling illegal for U.S. citizens. If this
legislation is passed it will have an impact on our operations since 85% of our
gaming revenues would be eliminated. This potential loss of revenue is in regard
to our gaming operations only. We also provide financial processing for e-
commerce companies unrelated to gaming which would not be affected should
legislation occur.
In July of 1998 CyberLink Monetary System began the development of the
CMS Debit Card. We anticipate that CyberLink Monetary System will provide the
CMS Debit Card for use in our Gaming System and other e-commerce operations.
This card will function like other bank cards, allowing the user to conduct
financial transactions on the Internet. We anticipate that it will provide a
means for complete accounting of all transactions for either our Internet gaming
or other e-commerce transactions. We anticipate that the CMS Debit Card will
provide recognition of parity of the Eurodollar and all foreign currencies for
Internet commerce. However, CyberLink Monetary System has delayed the launching
of the CMS Debit Card pending Internet gaming legislation before the United
States Congress and for other technical reasons. It is not known for certain if
this card will ever be implemented. Any regulation changes would require the CMS
Debit Card to be redesigned with the necessary restrictions on transactions
programmed into the system or the card. AS OF THE DATE OF THIS FILING CONGRESS
HAS FAILED TO MAKE A DEFINITIVE DECISION.
DISTRIBUTION
We market our services and products through software licensing
agreements with distributors and casinos and sportbooks. We currently have five
software license agreements and two distributor agreements. Our license
agreement allows the licensee the non-exclusive right to process data by using
our software and, to load, use, and copy our software. The license may allow
single or multiple processor, single or multiple site, or a national license
which is a licensed domicile. The licensing agreement requires that the licensee
not have a criminal record, that the software be regarded as secret and
confidential and shall remain in the licensee's effective control. The licensee
is required to sign a confidentiality agreement as well.
We have entered into Software Licensing Agreements with the following
companies: Maintain, Inc./March 2000, A&W Ltd./July 99, Corporacion
CentroAmerica El Tesora Sociedad Anonima February 2000, WorldLink International
N.V./October 1999 and Winner Market AG/February 2000.
These agreements may be terminated for failure to perform consistent
with its provisions, bankruptcy by the licensee or if the licensee conducts
business in an illegal territory. Principal terms of the Agreements include a
one-time license fee of $50,000. There is a yearly renewal fee for a license at
$20,000 for
<PAGE> 8
maintenance of the license which includes all upgrades and/or new versions of
our software to meet industry technical and graphic advances. All processing
fees are based on a per transaction computation. Fees for both Internet
e-commerce and Internet gaming are based upon licensee agreements which list the
fees for each transaction. We receive a range between a fee of 5.5% and 7% of
the amount of the transaction to the merchant. In addition, if a payment is
requested through the Winners System a $5.00 fee is charged for returning funds
back to a credit card, a $24.00 fee for an international bank draft check and a
$24.00 fee for an international bank wire.
We currently have two software distributor agreements. Principal terms
of the Agreements include granting the distributor the right to distribute the
Gaming System in a specific territory. We must approve all licenses and the
distributor agrees to promote our product and our good reputation. The
distributor is not our agent and the license cannot be assigned. The commission
structure is 25% of the paid and collected licensing fees and net processing
fees.
We currently have two distributors who own the territorial marketing
rights for our software license in Australia and New Zealand and one for the
Caribbean. In December of 1998 Vaudeville Holding, Inc. became a licensed
distributor with the rights to sell the Gaming System in the assigned territory
of the Caribbean meaning, but not limited to, Antigua-Barbuda, Aruba, the
Bahamas, Belize, Costa Rica, Dominica, Dominican Republic, Granada and St.
Kitts. Vaudeville Holdings began its second year of on-line processing with us
and currently manages seven gaming web sites. In December of 1998 we entered
into a software distributor's licensing agreement with Kenneth Hense, granting
Mr. Hense the exclusive right to sell the Gaming System in the countries of
Australia and New Zealand. Neither Vaudeville Holding nor Kenneth Hense have
sold licenses in 1999.
COMPETITION
We are in competition with companies such as Star Net and MPact Media
in regard to Internet gaming financial processing. These companies provide the
credit card processing similar to ours.
TRADEMARKS, LICENSE AND INTELLECTUAL PROPERTY
Our proprietary software is a material aspect of our business. We rely
upon a combination of licenses, confidentiality agreements and other contractual
covenants to establish and protect our technology and other intellectual
property rights. If we infringe on the intellectual property of another party we
could be forced to seek a license to those intellectual property rights of the
third party. If we are required to obtain a license to another party's
proprietary rights, that license could be expensive, if we could obtain it at
all. Although we do not believe that our intellectual property infringes on the
rights of any other party, third-parties may assert claims for infringement
which may be successful or require substantial resources to defend.
Our ability to compete effectively will depend in part on our ability
to maintain the proprietary nature of our technology through a combination of
exclusive licensing and the aggressive continued development of our products.
Competition in the Internet market is intense and there can be no assurance that
our competitors will not independently develop or obtain patents or technologies
that are substantially equivalent or superior to our technology.
GOVERNMENT REGULATIONS
Changes in government regulations toward Internet gaming could affect
our operations concerning our Internet gaming processing. United States citizens
in certain state jurisdictions, as well as those in many other countries, are
barred from Internet gaming. We currently do not process transactions for any
state or
<PAGE> 9
territory where gaming is illegal for its citizens. Should those offshore
governments that now allow Internet gaming negatively alter their regulations
toward the industry, the market for new customers would be greatly reduced and
could severely change our revenue projections, growth, and operations. We are
monitoring developments in legislation throughout the world and will adhere to
all legislative decisions or regulations in this regard. Until we are able to
entirely shift processing to non-gaming related activity this would have a
serious impact on our processing and license revenue if gaming were to be
curtailed in the US Market. Our system will immediately terminate gaming from
any illegal jurisdiction. Presently we do not accept any gaming activity from
any state or jurisdiction which forbids Internet gaming whether by law. Winners
Internet currently does not accept any gaming activity from customers in the
U.S. jurisdictions of Florida, Kansas, Louisiana, Missouri, Nevada and Utah, and
the overseas jurisdictions of Austria and Japan. There are currently no laws
which prohibit e-commerce processing in the U.S. or Liechtenstein.
EMPLOYEES
We currently have sixteen (16) full time employees and two (2)
part-time employees. The Administration Division includes four employees and one
part time employee which are located in St. Augustine, Florida. Ten employees
and one (1) part-time employee are employed in the European Division and are
located in Ruggell, Liechtenstein. We believe we have good relations with our
employees and none are covered by any collective bargaining agreement. We
anticipate employing two (2) additional employees for the Technical Division
within the next fiscal quarter.
MANAGEMENTS' DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
OVERVIEW
We have been utilizing our processing software primarily for processing
Internet gaming transactions with limited processing of e-commerce business. In
view of pending legislation in the US which will severally limit or outlaw
Internet gaming for US Citizens, the focus of management is toward the
implementation and marketing of e-commerce non-gaming related activity. In this
regard, the recent acquisition of a percentage ownership of the Internet Service
Provider in Liechtenstein, SupraNet AG, allows us to expand our e-commerce
presence by hosting e-commerce sites. In addition, we acquired the rights to the
-Plus Network offering in excess of 100 separate Website domains for future
processing under the Plus Network. We also recently completed the exclusive
lease of our processing software for processing of banking related transactions
to CyberLink Monetary System in order to expand our scope of financial
processing to other related markets including the most recent signing of a
contract with a subsidiary of one of the largest media groups in Switzerland, TA
Media. Further, we expanded our board of directors to include leaders in
computer software development and management including a MIT graduate and holder
of five patents related to internet networks and security, the CEO of a
successful Internet Service Provider in Europe, a scholar with a doctorate in
information systems, and the former Prime Minister and Minister of Finance in
Liechtenstein. It is our goal to expand our operations to include transaction
processing for e-commerce in both merchant and financial markets. We currently
have added 5 e-commerce sites under the TA Media contract in the past month with
the expectations of this increasing at a very rapid rate. The current website is
being designed to accommodate new direction by us regarding Internet e-commerce
processing. It is expected new sites will be operational during the 2nd quarter
of 2000.
Revenue is recognized when earned on the accrual basis and total
revenues consist of license fees, maintenance renewal fees, and processing
transaction fees. We recorded net losses for the two years end 1997 and 1998;
and a net profit for the last calendar year ending December 31, 1999.
<PAGE> 10
During the years 1997 and 1998 our programmers were performing
consulting services to our first vendor in helping them develop their Internet
gaming software. We recognized revenues as the consulting services were
performed based upon direct labor hours incurred. We no longer provided
consulting services after December 31, 1998.
LIQUIDITY AND CAPITAL RESOURCES
Since our inception we have financed our operations primarily through
private placements of equity securities. During fiscal years 1997 and 1998 we
established our operations and in December of 1998 we granted our first licenses
to customers and distributors, but we failed to generate revenues until January
of 1999. Management believes that the ratio of expenses to revenues will remain
relatively constant now that licensing agreements are in place. However, each
licensee has the option to not renew the license after a term of one year. If
several licensees opt to not renew we could experience a decrease in our
revenues.
During the fiscal year ended December 31, 1999 we have experienced
increased revenues as a result of processing and licensing fees. As of December
31, 1999 cash reserves totaled $1,866 with total current assets of $581,873. 94%
of the total current assets are represented by accounts receivable. We posted
operating losses during fiscal years 1998 and 1997, but we have posted a net
income of $5,067 for the December 31, 1999 fiscal year end. Our total current
liabilities were $176,107 as of December 31, 1999 with $173,796 representing
accounts payable, which are funds in our possession being processed and which
will subsequently be disbursed to vendors, less any processing fees. Our
principal commitments as of December 31, 1999 are $2,683 per month for office
leases.
A summary of our audited balance sheets for the years ended December
31, 1999 and 1998 and our balance sheet for the fiscal year ended December 31,
1999 are as follows:
<TABLE>
<CAPTION>
Years Ended December 31
1999 1998
---------- ----------
<S> <C> <C>
Cash/Cash Equivalents $ 1,866 $ 28,857
Current Assets 581,873 28,857
Total Assets 1,131,013 204,272
Total Current Liabilities 176,107 13,621
Total Stockholders' Equity 945,718 190,651
Total Liabilities & Stockholder Equity 1,131,013 204,272
</TABLE>
We have relied on equity transactions for funding of our business
operations. During fiscal year 1997 we sold 2,539,912 common shares for
$112,700. During fiscal year 1998 we sold an aggregate of 2,435,000 common
shares for $919,750. During the fiscal year ended December 31, 1999 and through
the first quarter of 2000 we sold an aggregate of 572,359 common shares for
$1,042,500. We have also issued common shares in exchange for services rendered
to us by third-parties. We issued an aggregate of 1,521,358 common shares during
1998 for payments for our software and for computer equipment. During 1999 and
through the first quarter of 2000 we issued 1,932,500 shares for services of
which 1,700,000 were issued for public relations and marketing services. We also
issued 120,000 shares in connection with the acquisition of a 19% interest in
SupraNet AG and 2,045,284 the Plus Network Platform acquisition and other
technology, services, and computer equipment from Intertreuhand
Aktiengesellschaft.
<PAGE> 11
We have made a transition to the e-commerce market with our existing
structure. However, in order to fully expand worldwide into the e-commerce
marketplace we anticipate that we will need up to $3,000,000 in order to
continue our growth in this area. We expect that we will need additional
programmers, staff and technical support. Management will evaluate our needs as
we expand into this new area of operations and we may need to form new alliances
with other Internet companies before we realize an expansion into the e-
commerce market.
We anticipate the need for additional funds and we are currently
evaluating the availability of external financing. However, we can not assure
that funds will be available from any source, or, if available, that we will be
able to obtain the funds on terms agreeable to us. Also, the acquisition of
funding through the issuance of debt could result in a substantial portion of
our cash flows from operations being dedicated to the payment of principal and
interest on the indebtedness, and could render us more vulnerable to competitive
and economic downturns.
Any future securities offerings will be effected in compliance with
applicable exemptions under federal and state laws. The purchasers and manner of
issuance will be determined according to exemptions available to us. At this
time we expect to offer securities to raise additional funds, however, we have
not determined the type of offering or the type or number of securities which we
will offer. We have no plans to make a public offering of our common stock at
this time. We also note that if we issue more shares of our common stock our
shareholders may experience dilution in the value per share of their common
stock.
RESULTS OF OPERATIONS
The following table summarizes the results of our operations for the
fiscal years ended December 31, 1999 and 1998.
<TABLE>
<CAPTION>
Years Ended December 31
1999 1998
--------- ---------
<S> <C> <C>
Revenues $ 822,673 $ 2,168
Total Operating Expense 817,606 842,728
Net Profit (loss) 5,067 (840,560)
</TABLE>
1997 to 1998
Revenues for the fiscal year ended December 31, 1998 were $2,168, which
represented a decrease from the $8,604 recorded for the fiscal year ended
December 31, 1997. These revenues were received from consulting services
provided to one of our licensees starting in 1997, and the bulk of the
consulting services were provided in 1997.
Operating expenses for the fiscal year 1998 were $842,728 which
represented an increase from the $111,918 recorded for the fiscal year 1997.
This increase is reflective of the expansion of our operations, including
increased office and equipment expenditures, hiring of additional employees,
expenses associated with Internet use, increased travel costs, increased
expenditures for marketing and advertising, as well as costs of our financing
activities.
<PAGE> 12
During fiscal year 1997 our operating activities provided $187,300
whereas in fiscal year 1998 our operating activities used $1,091,968 because of
our expansion into Europe. We eliminated a payable to Global Gaming Link
Systems, LTD for the software test prototype which resulted in our investing
activities providing $300,000 in fiscal year 1997, compared to $94,335 used for
investing activities in fiscal year 1998. For fiscal year 1997 our financing
activities provided $18,893 from the sale of our common stock compared to
$1,026,473 for fiscal year 1998.
1998 Compared 1999
Our results of operation for the fiscal year ended December 31, 1999
represents operations conducted in our European processing and licensing
operations. Revenues during fiscal year ended December 31, 1999 totaled $822,673
with $422,673 generated from our European processing operations and the
remaining $400,000 coming from license income generated in the Unites States.
Total operating expenses for the fiscal year ended December 31, 1999
were $817,606 which were 99.4% of the total revenues, compared to $842,728 in
operating expenses in the fiscal year ended December 31, 1998 which were
approximately 400% of revenues. Operating expenses in the fiscal year ended
December 31, 1998 reflected start-up costs of our operations, including
marketing expenses posted at $50,000, wages at $233,859, travel at $110,630 and
$179,750 in commissions from our financing activities.
Expenses in the fiscal year ended December 31, 1999 were reflective of
continuing operations. Wages, and Consulting Fees were the largest line items
for the fiscal year ended December 31, 1999 with $107,547 and $450,000,
respectively. The expenses for operations in the United States were primarily
from administrative expense items such as payroll, professional and legal fees,
taxes, etc. In comparison the European expenses were attributed to labor,
consulting fees, office expenses, travel and bank charges.
Net cash used by our operating activities was $303,458 for the fiscal
year ended December 31, 1999 compared to $1,091,968 provided by our operations
for the fiscal year ended December 31, 1998. Net cash provided by investing
activities was $94,335 for fiscal year ended December 31, 1998 compared to
capital expenditures of $441,238 used from investing activities during the
fiscal year ended December 31, 1999. Sales of our common stock provided
$1,026,473 for the fiscal year ended December 31, 1998, compared to $748,800 for
the fiscal year ended December 31, 1999.
DESCRIPTION OF PROPERTIES
Our principal business office in the United States is located in St.
Augustine, Florida. We lease 2,106 square feet of office space in an individual
unit. We have a three year lease which expires March 30, 2001 and management
believes this facility is adequate for our anticipated growth in the United
States. We pay $1,683 per month for this lease, and the agreement does not
provide for termination, other than by a court process. The administrative
office located in St. Augustine, Florida manages our overall operations,
including licensing agreements, corporate accounting and communications with the
public.
In August of 1999 we leased the top floor of a three story building
located in Ruggell, Liechtenstein, which is approximately 10,000 square feet and
houses our technical operations. This facility has state-of-the-art security
and is made of concrete construction and will allow for limited future
expansion, if needed. The lease has a monthly rent of $1,000 and is a
month-to-month open-end lease for a term of one year. The rent will not change
for a twelve month period from the date of said lease and thereafter will be
reviewed for a potential cost-of-living increase anticipated to be between 5-8%.
Our European office maintains, monitors and
<PAGE> 13
manages our technical operations and accounting records. The European office
programs software, creates upgrades as needed, monitors our bank processing, and
prepares graphics for our web site and for other publications. Our multi-lingual
programmers monitor the functions performed by this division.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the beneficial ownership of our
outstanding common stock of; (i) each person or group known by us to own
beneficially more than 5% of our outstanding common stock, (ii) each of our
executive officers, (iii) each of our director's and (iv) all executive officers
and directors as a group. Beneficial ownership is determined in accordance with
the rules of the SEC and generally includes voting or investment power with
respect to securities. Except as indicated by footnote, the persons named in the
table below have sole voting power and investment power with respect to all
shares of common stock shown as beneficial ownership of those shares. The
percentage of beneficial ownership is based on 19,612,889 shares of common stock
outstanding as of April 17, 2000 and 466,657 shares subject to options granted
to Management.
CERTAIN BENEFICIAL OWNERS
<TABLE>
<CAPTION>
Name and Address of
Beneficial Owners Number of Shares Percentage of Class
------------------------------------ ---------------- -------------------
<S> <C> <C>
Intertreuhand Aktiengesellschaft 1,895,284 9.5%
9494 Schaan
Fuerstentum, Liechtenstein
David Skinner, Sr. 1,510,000 7.5%
126 Staghorn Hollow
Beech Mountain, North Carolina 28604
</TABLE>
<PAGE> 14
MANAGEMENT
<TABLE>
<CAPTION>
Name and Address of
Beneficial Owners Number of Shares Percentage of Class
----------------------------------------------- ---------------- -------------------
<S> <C> <C>
Dr. Reinhard Proksch (1) 1,895,284 9.5%
9494 Schaan
Fuerstentum, Liechtenstein
David Skinner, Jr. (2) 1,288,750 6.4%
145 Oviedo Street
St. Augustine, Florida 32084
Charles E. Scott (3) 956,000 4.8%
145 Oviedo Street
St. Augustine, Florida 32084
Douglas Morgan (4) 610,000 3.0%
4790 Caughlin Pkwy #102
Reno, Nevada 89509
Ronald Oehri (5) 140,000 *
Schlattstrasse 215 FL-9491
Ruggell, Liechtenstein
Markus Buechel 10,000 *
Land Street 153
Ruggell, Liechtenstein
All executive officers and directors as a group 4,900,034 23.7%
(six persons) (1)(2)(3)(4)(5)
* Less than 1%
</TABLE>
(1) Includes the shares held by Intertreuhand Aktiengesellschaft, of which Dr.
Proksch is the Managing Director.
(2) Includes options to acquire 78,750 shares.
(3) Includes options to acquire 40,000 shares.
(4) Includes options to acquire 300,000 shares.
(5) Includes options to acquire 10,000 shares.
As of May 9, 2000, we had a total of 20,684,339 shares issued and outstanding
and total stock options of 677,907.
<PAGE> 15
continued
10SB12G continued
PART F/S
INDEX TO FINANCIAL STATEMENTS
Winners Internet Financial Statements for the period ended October 31, 1999
(unaudited)
Winners Internet Financial Statements for the period ended December 31, 1998
(and 1997)
18
<PAGE>
WINNERS INTERNET NETWORK, INC.
FINANCIAL STATEMENTS
FOR THE PERIOD ENDED OCTOBER 31, 1999
(UNAUDITED)
<PAGE>
Michael Johnson & Co., LLC
Certified Public Accountants
9175 East Kenyon Ave., Suite 100
Denver, Colorado 80237
Telephone: (303)796-0099
Fax: (303)796-0137
INDEPENDENT AUDITORS' REPORT
To the Board of Directors
Winners Internet Network, Inc.
St. Augustine, FL
We have done a compilation of the accompanying balance sheet of Winners
Internet Network, Inc. (WIN) as of October 31, 1999 and the related statements
of operations, stockholders' equity, and cash flows for the period then ended,
in accordance with Statements of Standards for Accounting and Review Services
issued by the American Institute of Certified Public Accountants.
A compilation is limited to presenting, in the form of financial statements,
information that is the representation of management. We have not audited or
reviewed the accompanying financial statements and, accordingly, do not
express an opinion or any form of assurance on them.
/s/ Michael Johnson & Co., LLC
Michael Johnson & Co., LLC
Denver, Colorado
December 17, 1999
<PAGE>
WINNERS INTERNET NETWORK, INC.
Consolidated Balance Sheet
For the Period Ended October 31
(Unaudited)
1999 1998
------------- -------------
SSETS:
Current Assets:
Cash in Bank $ 31,651 $ 34,863
Cash in Bank - LGT Vaduz 60,954 -
Cash in Bank - BTV Austria 600,648 -
Accounts Receivable - Europe 433,229 -
Accounts Receivable - Austria 1,591,640 -
------------- -------------
Total Current Assets 2,718,122 34,863
Fixed Assets:
GGLS Software 75,000 300,000
Equipment 85,801 73,236
Furniture & Fixtures 4,489 4,489
Vehicle 44,802 -
Less Depreciation (61,563) (17,850)
------------- -------------
Total Fixed Assets 148,529 359,875
Other Assets:
Prepaid Marketing 25,000 75,000
------------- -------------
Total Other Assets 25,000 75,000
TOTAL ASSETS $ 2,891,651 $ 469,738
============== =============
LIABILITIES AND STOCKHOLDERS EQUITY
Current Liabilities:
Accounts Payable $ 809,374 $ 1,430
Accrued Expenses 9 100
Note Payable - Ford Credit 12,402 -
------------- -------------
Total Current Liabilities 821,785 1,530
Stockholders' Equity
Common Stock, par value $0.001: 50,000,000
shares authorized; 15,990,863 shares issued
and outstanding for 1999, and 13,884,856
shares issued and outstanding for 1998. 15,991 13,885
Additional Paid-In Capital 2,948,093 2,390,770
Accumulated Deficit (894,218) (1,936,447)
------------- -------------
Total Stockholders' Equity 2,069,866 468,208
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 2,891,651 $ 469,738
============= =============
The accompanying notes are an integral part of these financial statements.
<PAGE>
WINNERS INTERNET NETWORK, INC.
Consolidated Statement of Operations
For the Period Ended October 31
(Unaudited)
1999 1998
------------- -------------
REVENUE:
Processing Income $ 1,744,878 $ -
License Income 5,000 -
Consulting Income - 2,168
------------- -------------
Total Revenue 1,749,878 2,168
EXPENSES:
504 Commission $ 12,500 $ 50,000
Advertising 300 158
Auto Expense 332 -
Bank Charges 2,112 343
Consulting Fees 9,600 34,997
Contract Labor 46,547 -
Dues & Subscriptions 2,395 2,201
Insurance 14,790 1,329
Internet 17,300 18,333
Marketing - 175,000
Meals & Entertainment 45,140 565
Office Expenses 7,769 1,837
Postage & Freight 776 503
Professional & Legal Fees 24,583 8,648
Rent 46,763 8,416
Rent of Equipment 473 4,110
Royalties - 26,450
Security 222 263
Taxes & Licenses 1,676 19,444
Telephone 28,117 3,108
Travel 119,985 70,191
Utilities 11,740 245
Wages 227,543 112,440
------------- -------------
Total Expenses 620,663 538,581
------------- -------------
NET PROFIT $ 1,129,215 $ (536,413)
============= =============
NET PROFIT PER (LOSS) COMMON STOCK $ 0.07 $ (0.05)
------------- -------------
WEIGHTED AVERAGE SHARES OUTSTANDING 15,843,494 11,168,189
------------- -------------
The accompanying notes are an integral part of these financial statements.
<PAGE>
WINNERS INTERNET NETWORK, INC.
Stockholders' Equity
October 31, 1999
(Unaudited)
<TABLE>
<CAPTION> COMMON STOCKS Additional Accumulate Total
----------------------- Paid-in Earnings Stockholders'
Shares Amount Capital (Deficit) Equity
------------- ---------- ------------- ------------ -------------
<S> <C> <C> <C> <C> <C>
Davki Agency Ltd., Inc. Merger 8,000,000 8,000 359,287 (367,287) -
Comstock/Empire International, Inc.
Merger 294,944 295 703,373 (703,668) -
Issuance of Stock for Cash & Services 2,539,912 2,540 110,160 - 112,700
Net Deficit 12/31/97 - - - (111,918) (111,918)
------------- ---------- ------------- ------------ -------------
Balance December 31, 1997 10,834,856 10,835 1,172,820 (1,182,873) 782
============= ========== ============= ============ =============
Issuance of 4/28 for Services 500,000 500 49,500 - 50,000
Issuance of 5/7 for Cash 1,000,000 1,000 299,000 - 300,000
Issuance of 5/19 for Cash 500,000 500 199,500 - 200,000
Issuance of 7/20 for Services 500,000 500 24,500 - 25,000
Issuance of 8/18 for Cash 550,000 550 219,450 - 220,000
Issuance of 11/1 for Cash 285,000 285 99,465 - 99,750
Issuance of 12/4 for Services 21,358 21 10,658 - 10,679
Issuance of 12/15 for Services 500,000 500 24,500 - 25,000
Issuance of 12/22 for Cash 100,000 100 99,900 - 100,000
Issuance Correction 12/31
(Comstock Merger) 141 - - - -
Net Deficit 12/31/98 - - - (840,560) (840,560)
------------- ---------- ------------- ------------ -------------
Balance December 31, 1998 14,791,355 14,791 2,199,293 (2,023,433) 190,651
============= ========== ============= ============ =============
Issuance on 1/8/99 for Cash 100,000 100 99,900 - 100,000
Issuance on 3/25/99 for Cash 225,000 225 202,275 - 202,500
Issuance on 6/18/99 for Services 10,000 10 7,488 - 7,498
Issuance Correction 6/30
(Comstock Merger) 1350 2 - - 2
Issuance on 7/15/99 for Services 400,000 400 219,600 - 220,000
Issuance on 9/28/99 for Services 315,789 316 149,684 - 150,000
Issuance on 10/11/99 for Cash 147,369 147 69,853 - 70,000
Net Profit 10/31/99 - - - 1,129,215 1,129,215
------------- ---------- ------------- ------------ -------------
Balance October 31, 1999 15,990,863 $ 15,991 $ 2,948,093 $ (894,218) $ 2,069,866
============= ========== ============= ============ =============
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
WINNERS INTERNET NETWORK, INC.
Consolidated Statement of Cash Flow
For the Period Ended October 31
(Unaudited)
1999 1998
------------- -------------
CASH FLOW FROM OPERATING ACTIVITIES:
Net Income (Loss) $ 1,129,215 $ (781,352)
CHANGES IN ASSETS & LIABILITIES:
Depreciation (43,713) (17,850)
Accounts Payable (807,944) 20
Accrued Expenses (91) (29,900)
Notes Payable - Ford Credit 12,402 -
Prepaid Expenses (91) -
Prepaid Marketing 50,000 75,000
------------- -------------
Net Cash Provided by Operating Activities 339,778 (754,082)
CASH FLOWS USED FOR INVESTING ACTIVITIES:
Capital Expenditure 172,122 (3,022)
------------- -------------
Net Cash Used for Investing Activities 172,122 (3,022)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of Ordinary Shares 146,490 791,950
------------- -------------
Net Cash Provided by Financing 146,490 791,950
Net Cash in Cash & Cash Equivalents 658,390 34,846
Cash & Cash Equivalents at Beginning of Period 34,863 17
------------- -------------
Cash & Cash Equivalents at End of Period $ 693,253 $ 34,863
============= =============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash Paid During the Year for:
Interest - -
============= =============
Income Taxes - -
============= =============
The accompanying notes are an integral part of these financial statements.
<PAGE>
WINNERS INTERNET NETWORK, INC.
Notes to Financial Statements
October 31, 1999
(Unaudited)
Note 1 - Organization and Summary of Significant Accounting Policies:
Organization:
------------
On July 14, 1997, Winners Internet Network, Inc. (WIN) was incorporated under
the laws of Nevada. The Company's fiscal year end is December 31. On July
15, 1997 Winners Internet Network, Inc. and Comstock-Empire International,
Inc., a Washington Corporation merged pursuant to 368(a)(1)(A) and
368(a)(1)(F) of the Internal Revenue Code of 1986 as amended. Comstock-Empire
merged into WIN, acquiring all issued and outstanding shares of Comstock-
Empire for and in exchange for 294,944 shares of WIN common stock. On July 31,
1997 Winners Internet Network, Inc. and Davki Agency LTD, Inc., a Delaware
Corporation, merged in a plan of reorganization. WIN acquired all issued and
outstanding shares of Davki Agency LTD, Inc. for and in exchange of 8,000,000
shares of WIN common stock. This stock transfer is pursuant to 368(a)(1)(B)
of Internal Revenue code of 1986 as amended, as a tax-free exchange. The
Davki Agency LTD, Inc. became a wholly owned subsidiary of WIN.
Basis of Presentation:
----------------------
The Company is primarily engaged in the operation of an Internet Gaming Pay-
out structure. The authorized capital stock of the corporation is 20,000,000
shares of common stock $.001. On March 17, 1998 the authorized capital stock
of the corporation was increased to 50,000,000 shares of common stock.
Cash and Cash Equivalents:
-------------------------
The Company considers all highly liquid debt instruments, purchased with an
original maturity of three
months, to be cash equivalents.
Property and Equipment:
-----------------------
Property and equipment is stated at cost. The cost of ordinary maintenance
and repairs is charged to operations while renewals and replacements are
capitalized. Depreciation is figured on a straight-line basis as follows:
Computer Software 15 years
Equipment 5 years
Furniture & Fixtures 10 years
Vehicle 7 years
<PAGE>
WINNERS INTERNET NETWORK, INC.
Notes to Financial Statements
October 31, 1999
Revenue Recognition:
-------------------
Revenue is recognized when earned and expenses are recognized when they occur.
Use of estimates:
----------------
The preparation of financial statements, in conformity with generally accepted
accounting principles, requires management to make estimates and assumptions
that affect the reported amounts and disclosures. Accordingly, actual results
could differ from those estimates.
Note 2 Federal Income Taxes:
The Company adopted statement of financial Accounting Standards No. 109,
"Accounting For Income Taxes." FAS 109 requires the recognition of deferred
tax liabilities and assets for the anticipated future tax effects of temporary
differences that arise as a result of differences in the carrying amounts and
tax bases of assets and liabilities. There was no material effect on the
financial statements as a result of adopting FAS 109.
<PAGE>
WINNERS INTERNET NETWORK, INC.
FINANCIAL STATEMENTS
FOR THE PERIOD ENDED DECEMBER 31, 1998
<PAGE>
Michael Johnson & Co., LLC
Certified Public Accountants
9175 East Kenyon Ave., Suite 100
Denver, Colorado 80237
Telephone: (303)796-0099
Fax: (303)796-0137
INDEPENDENT AUDITORS' REPORT
To the Board of Directors
Winners Internet Network, Inc.
St. Augustine, FL
We have audited the accompanying balance sheet of Winners Internet Network,
Inc. as of December 31, 1998 and the related statements of operations,
stockholders' equity, and cash flows for the year then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing
standards. These standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statement is free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
As shown in the financial statements, the company incurred a net loss of
$840,560 for 1998 and a net loss of $111,918 for 1997. These factors indicate
that the company has substantial doubt about its ability to continue as a
going concern. The financial statements do not include any adjustments
relating to the recoverability and classification of recorded assets, or the
amounts and classification of liabilities that might be necessary in the event
the company cannot continue in existence.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Winners Internet Network,
Inc., as of December 31, 1998 and the results of their operations and their
cash flows for the year then ended in conformity with generally accepted
accounting principles.
/s/ Michael Johnson & Co., LLC
Michael Johnson & Co., LLC
Denver, Colorado
December 16, 1999
<PAGE>
WINNERS INTERNET NETWORK, INC.
Balance Sheet
For the Period Ended December 31, 1998
With Comparative Totals for December 31, 1997
1998 1997
------------- ------------
ASSETS:
Current Assets:
Cash in Bank $ 28,857 $ -
------------- ------------
Total Current Assets 28,857 -
Fixed Assets:
GGLS Software 75,000 300,000
Equipment 84,289 -
Furniture & Fixtures 4,469 -
Vehicle 44,520 -
Less Depreciation (61,563) (17,850)
------------- ------------
Total Fixed Assets 146,715 282,150
Other Assets:
Loan Receivable - D. Skinner, Jr. 3,700 -
Prepaid Marketing 25,000 -
------------- ------------
28,700 -
TOTAL ASSETS $ 204,272 $ 282,150
============= ============
LIABILITIES AND STOCKHOLDERS EQUITY
Current Liabilities:
Accounts Payable $ 427 $ 1,368
Advances Payable - 30,000
Payroll Taxes Payable (1,326) -
GGLS Payable - 250,000
Note Payable - Ford Credit 14,520 -
------------- ------------
Total Current Liabilities 13,621 281,368
Stockholders' Equity
Common Stock, par value $0.001: 50,000,000
shares authorized; 14,791,355 shares issued
and outstanding for 1998, and 10,834,856
shares issued and outstanding for 1997 14,791 10,835
Additional Paid-In Capital 2,199,293 1,172,820
Accumulated Deficit (2,023,433) (1,182,873)
------------- ------------
Total Stockholders' Equity 190,651 782
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 204,272 $ 282,150
============= ============
The accompanying notes are an integral part of these financial statements.
<PAGE>
WINNERS INTERNET NETWORK, INC.
Consolidated Statement of Operations
For the Period Ended December 31, 1998
With Comparative Totals for December 31, 1997
1998 1997
------------- ------------
REVENUE:
Consulting Income $ 2,168 $ 8,604
------------- ------------
Total Revenue 2,168 8,604
EXPENSES:
504 Commission 179,750 418
Advertising 285 -
Bank Charges 490 829
Consulting Fees 71,297 2,000
Depreciation Expense 43,713 17,850
Dues & Subscriptions 2,301 95
Education 5,109 -
FICA Expense 17,176 -
Furniture Lease 2,674 -
Insurance 5,398 1,246
Internet 18,333 -
Maintenance & Repairs 922 35
Marketing Expense 50,000 -
Meals & Entertainment 387 -
Merger Expenses - 13,923
Miscellaneous Expense 548 -
Office Expenses 2,128 74
Postage & Freight 1,068 49
Professional & Legal Fees 13,311 -
Rent 32,499 -
Rent of Equipment 394 -
Royalties 26,450 -
Security 485 -
Taxes & Licenses 2,243 159
Telephone 11,370 2,622
Travel 110,630 22,837
Utilities 494 -
VAT Tax 9,414 -
Wages 233,859 58,385
------------- ------------
Total Expenses 842,728 120,522
------------- ------------
NET PROFIT $ (840,560) $ (111,918)
============= ============
NET PROFIT PER COMMON STOCK $ (0.06) $ (0.001)
------------- ------------
WEIGHTED AVERAGE SHARES OUTSTANDING 13,988,450 9,931,951
------------- ------------
The accompanying notes are an integral part of these financial statements.
<PAGE>
WINNERS INTERNET NETWORK, INC.
Stockholders' Equity
December 31, 1998
<TABLE>
<CAPTION> COMMON STOCKS Additional Accumulated Total
----------------------- Paid-in Earnings Stockholders'
Shares Amount Capital (Deficit) Equity
------------- ---------- ------------- ------------ -------------
<S> <C> <C> <C> <C> <C>
Davki Agency Ltd., Inc. Merger 8,000,000 8,000 359,287 (367,287) -
Comstock/Empire International, Inc.
Merger 294,944 295 703,373 (703,668) -
Issuance of Stock for Cash & Services 2,539,912 2,540 110,160 - 112,700
Net Deficit 12/31/97 - - - (111,918) (111,918)
------------- ---------- ------------- ------------ -------------
Balance December 31, 1997 10,834,856 10,835 1,172,820 (1,182,873) 782
============= ========== ============= ============ =============
Issuance of 4/28 for Services 500,000 500 49,500 - 50,000
Issuance of 5/7 for Cash 1,000,000 1,000 299,000 - 300,000
Issuance of 5/19 for Cash 500,000 500 199,500 - 200,000
Issuance of 7/20 for Services 500,000 500 24,500 - 25,000
Issuance of 8/18 for Cash 550,000 550 219,450 - 220,000
Issuance of 11/1 for Cash 285,000 285 99,465 - 99,750
Issuance of 12/4 for Services 21,358 21 10,658 - 10,679
Issuance of 12/15 for Services 500,000 500 24,500 - 25,000
Issuance of 12/22 for Cash 100,000 100 99,900 - 100,000
Issuance Correction 12/31
(Comstock Merger) 141 - - - -
Net Deficit 12/31/98 - - - (840,560) (840,560)
------------- ---------- ------------- ------------ -------------
Balance December 31, 1998 14,791,355 $ 14,791 $ 2,199,293 $(2,023,433) $ 190,651
============= ========== ============= ============ =============
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
WINNERS INTERNET NETWORK, INC.
Consolidated Statement of Cash Flows
For the Period Ended December 31, 1998
With Comparative Totals for December 31, 1997
1998 1997
------------- ------------
CASH FLOW FROM OPERATING ACTIVITIES:
Net Loss $ (840,560) $ (111,918)
Depreciation 43,713 17,850
CHANGES IN ASSETS & LIABILITIES:
GGLS Payable (250,000) 250,000
Accounts Payable (941) 1,368
Advances Payable (30,000) 30,000
Notes Payable - Ford Credit 14,520 -
Loan Receivable (3,700) -
Prepaid Marketing (25,000) -
------------- ------------
Net Cash Provided by Operating Activities (1,091,968) 187,300
CASH FLOWS USED FOR INVESTING ACTIVITIES:
Capital Expenditure 94,335 (300,000)
------------- ------------
Net Cash Used for Investing Activities 94,335 (300,000)
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of Ordinary Shares 1,026,473 18,893
------------- ------------
Net Cash Provided by Financing 1,026,473 18,893
Net Cash in Cash & Cash Equivalents 28,840 (93,807)
Cash & Cash Equivalents at Beginning of Period 17 -
------------- ------------
Cash & Cash Equivalents at End of Period $ 28,857 $ (93,807)
============= ============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash Paid During the Year for:
Interest - -
Income Taxes - -
The accompanying notes are an integral part of these financial statements.
<PAGE>
WINNERS INTERNET NETWORK, INC.
Notes to Financial Statements
December 31, 1998
Note 1 - Organization and Summary of Significant Accounting Policies:
Organization:
------------
On July 14, 1997, Winners Internet Network, Inc. (WIN) was incorporated under
the laws of Nevada. The Company's fiscal year end is December 31. On July
15, 1997 Winners Internet Network, Inc. and Comstock-Empire International,
Inc., a Washington Corporation merged pursuant to 368(a)(1)(A) and
368(a)(1)(F) of the Internal Revenue Code of 1986 as amended. Comstock-Empire
merged into WIN, acquiring all issued and outstanding shares of Comstock-
Empire for and in exchange for 294,944 shares of WIN common stock. On July 31,
1997 Winners Internet Network, Inc. and Davki Agency LTD, Inc., a Delaware
Corporation, merged in a plan of reorganization. WIN acquired all issued and
outstanding shares of Davki Agency LTD, Inc. for and in exchange of 8,000,000
shares of WIN common stock. This stock transfer is pursuant to 368(a)(1)(B)
of Internal Revenue code of 1986 as amended, as a tax-free exchange. The
Davki Agency LTD, Inc. became a wholly owned subsidiary of WIN.
Basis of Presentation:
---------------------
The Company is primarily engaged in the operation of an Internet Gaming Pay-
out structure. The authorized capital stock of the corporation is 20,000,000
shares of common stock with a par value of $.001. On March 17, 1998 the
authorized capital stock of the corporation was increased to 50,000,000 shares
of common stock.
Cash and Cash Equivalents:
-------------------------
The Company considers all highly liquid debt instruments, purchased with an
original maturity of three
months, to be cash equivalents.
Property and Equipment:
----------------------
Property and equipment is stated at cost. The cost of ordinary maintenance
and repairs is charged to operations while renewals and replacements are
capitalized. Depreciation is figured on a straight-line basis as follows:
Computer Software 15 years
Equipment 5 years
Furniture & Fixtures 10 years
Vehicle 7 years
Revenue Recognition:
-------------------
Revenue is recognized when earned and expenses are recognized when they occur.
<PAGE>
WINNERS INTERNET NETWORK, INC.
Notes to Financial Statements
December 31, 1998
GGLS Payable
------------
In 1997 the software was acquired from Global Gaming Link Systems, LTD. for
$300,000, $250,000 as a payable to GGLS and a down payment of $50,000. This
payable was paid in 1998 with an issuance of 500,000 shares of common stock.
The payable for GGLS was eliminated in July, 1998 when the stocks were
cancelled and reissued to Intertreuhand Aktiengesellschaft in as much as the
software was no longer held by GGLS and was obtained from Intertreuhand.
Use of estimates:
----------------
The preparation of financial statements, in conformity with generally accepted
accounting principles, requires management to make estimates and assumptions
that affect the reported amounts and disclosures. Accordingly, actual results
could differ from those estimates.
Note 2 Going Concern:
The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplates continuation of
the Company as a going concern. However, the Company has sustained a
substantial operation loss this year. As shown in the financial statements,
the Company incurred a net loss of $840,560 for 1998 and a net loss of
$111,918 for 1997. These factors indicate that the Company has substantial
doubt about its ability to continue as a going concern. The financial
statements do not include any adjustments relating to the recoverability and
classification of recorded assets, or the amounts and classification of
liabilities that might be necessary in the event the Company cannot continue
in existence.
In view of these matters, realization of a major portion of the assets in the
accompanying balance sheet is dependent upon continued operations of the
Company, which in turn is dependent upon the Company's ability to meet its
financial requirements, and the success of its future operations. Management
believes that actions presently being taken to revise the Company's operating
and financial requirements provide the opportunity for the Company to continue
as a going concern.
Note 3 Subsequent Event
In mid-December, 1998 the Austrian Subsidiary started operations by signing up
their first casino. All travel and marketing expenses to start this operation
were paid in 1998 by Winners Internet Network, Inc.
<PAGE>
PART III
ITEM 1: INDEX TO AND DESCRIPTION OF EXHIBITS
Exhibit Number Description Location
--------------- ---------------- --------
2.1 Articles of Incorporation of Winners Internet,
dated July 16, 1997 See attached
2.2 Articles of Merger, dated July 21, 1997 See attached
2.3 Certificate of Share Exchange,
dated August 4, 1997 See attached
2.4 Certificate of Amendment to Articles of
Incorporation, dated March 18, 1998 See attached
2.5 Bylaws of Winners Internet See attached
3.1 Winners Internet Directors, Officers and
Employees Stock Option Plan 1999 See attached
6.1 Lease between Winners Internet and Charles
Fazio, Sr., dated April 10, 1998 See attached
6.2 Consultant Agreement between Winners
Internet and Columbia Financial Group,
dated December 15, 1998 See attached
8.1 Agreement and Plan of Reorganization
Between Winners Internet and Davki
Agency, dated July 31, 1997
27 Financial Data Schedule See attached
________________________
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by
the undersigned, who are duly authorized.
Date: December 23, 1999
WINNERS INTERNET NETWORK, INC.
/s/ David C. Skinner, Jr.
By: ___________________________________
David C. Skinner, Jr., President and CEO
10SB12G Filing Date: 12/23/1999
http://www.freeedgar.com/search/ViewFilings.asp?CIK=1045181&...
Securities and Exchange Commission
Washington, D. C. 20549
_______________
Form 10-SB
______________
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS
Under Section 12(b) or 12(g) of the Securities and Exchange Act of 1934
WINNERS INTERNET NETWORK, INC.
(Name of registrant in its charter)
NEVADA 91-1844567
(State of incorporation) (I.R.S. Employer Identification No.)
145 Oviedo Street
St. Augustine, Florida 32084
(904)824-7447
(Address and telephone number of principal executive offices and principal
place of business)
________________
Securities registered pursuant to Section 12(b) of the Act:
None
________________
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.001
(Title of each class)
<PAGE>
Table of Contents
PART I
Item 1: Description of Business..........................................3
Item 2: Management's Discussion and Analysis or Plan of Operation........8
Item 3: Description of Properties........................................12
Item 4: Security Ownership of Certain Beneficial Owners and Management...12
Item 5: Directors, Executive Officers, Promoters and Control Persons.....14
Item 6: Executive Compensation...........................................15
Item 7: Certain Relationships and Related Transactions...................15
Item 8: Description of Securities.......................................15
PART II
Item 1: Market Price of and Dividends on the Registrant's Common Equity
and Other Shareholder Matters...................................16
Item 2: Legal Proceedings...............................................16
Item 3: Changes in and Disagreements with Accountants...................16
Item 4: Recent Sales of Unregistered Securities ........................16
Item 5: Indemnification of Directors and Officer........................18
PART F/S
Index to Financial Statements..........................................18
PART III
Item 1: Index to and Description of Exhibits ....................... ..19
2
<PAGE>
FORWARD LOOKING STATEMENTS
In this registration statement references to "Winners Internet" "we,"
"us," and "our" refer to Winners Internet Network., Inc.
This Form 10-SB contains certain forward-looking statements. For this
purpose any statements contained in this Form 10-SB that are not statements of
historical fact may be deemed to be forward-looking statements. Without
limiting the foregoing, words such as "may," "will," "expect," "believe,"
"anticipate," "estimate" or "continue" or comparable terminology are intended
to identify forward-looking statements. These statements by their nature
involve substantial risks and uncertainties, and actual results may differ
materially depending on a variety of factors, many of which are not within
Winners Internet's control. These factors include but are not limited to
economic conditions generally and in the industries in which Winners Internet
may participate; competition within Winners Internet's chosen industry,
including competition from much larger competitors; technological advances and
failure by Winners Internet to successfully develop business relationships.
PART I
ITEM 1: DESCRIPTION OF BUSINESS
Business Development
Winners Internet was incorporated in the state of Washington on May 23,
1967 as Empire Exploration, Inc. Empire Exploration was involved in the
business of purchasing and exploring mining properties but ceased such
operations in 1992. In July of 1988 Empire Exploration, Inc. changed its name
to Comstock-Empire International, Inc. ("Comstock-Empire"). Winners Internet
Network, Inc. was incorporated in the state of Nevada on July 16, 1997. On
July 21, 1997, Comstock-Empire merged with Winners Internet for the sole
purpose of changing its domicile from Washington to Nevada. Winners Internet
is a Nevada corporation authorized to do business in the state of Florida and
the countries of Austria and Liechtenstein.
On July 31, 1997 Winners Internet acquired Davki Agency LTD, a Delaware
corporation ("Davki Agency"). Davki Agency was incorporated on June 16, 1997
and held the license to the test prototype of proprietary software we
currently use. Pursuant to the terms of the acquisition Winners Internet
issued 8,000,000 common shares for 100% of the 1,500 common shares of Davki
Agency and Davki Agency became a wholly owned subsidiary of Winners Internet.
Davki Agency was later dissolved in December of 1997.
Winners Internet has recorded revenues for the ten month period ended
October 31, 1999, however, we recorded losses for the past two fiscal years.
Based on our short operating history and past losses, our independent
auditors, Michael Johnson & Co, LLC, express doubts regarding our ability to
continue as a going concern. An investment in our stock is very risky.
Potential investors should carefully consider the factors discussed in this
registration statement before purchasing our common stock.
Our Business
Winners Internet developed and owns proprietary software and technology
which processes financial data on the Internet and is linked to established
banking structures. Currently, the software and processing system are used
for Internet gaming pay outs for legally licensed Internet casinos and
sportsbooks. We have an administrative office located in St. Augustine,
Florida which manages our overall operations, including licensing agreements,
corporate accounting and communications with the public. Our European
Division, located in Ruggell, Liechtenstein, maintains, monitors and manages
our technical operations and accounting records. The European Division
programs software, creates upgrades as needed, monitors our bank processing,
and prepares graphics for our web site and for other publications. Our
multi-lingual programmers monitor the functions performed by this division.
4
<PAGE>
Winners Secure Online Financial Processing System ("Winners Processing
System").
Global Gaming Link Systems, Inc., a Liechtenstein company ("GGLS"),
developed the initial test prototype software which established an initial
database for Internet financial transactions. In 1997 Davki Agency signed an
exclusive ten (10) year agreement with GGLS for the rights to use this test
proprietary software. In 1998 Winners Internet secured exclusive use of this
technology and further developed the software from its initial test stage to
the completed and functioning system as we offer today. We call this software
our Winners Secure Online Financial Processing System ("Winners Processing
System"). Our software currently utilizes only upgraded technology that was
exclusively developed by Winners Internet. The previous test software is not
a functioning component of the technical and processing software technology
currently known as the Winners Processing System.
Our Winners Processing System provides a comprehensive system for the
management of financial accounts, accounting services and financial
transactions for Internet commerce. Our system allows an Internet transaction
to be completed totally on the Internet without requiring the transaction to
be processed through non-Internet banks. The Winners Processing System relies
on proprietary security protocols and we have purchased encryption software to
maintain the integrity of the transactions. Our system allows a vendor to
receive transactions from customers by Visa, Master Card, American Express,
Western Union, bank transfers and checks. It also has the capability to
identify stolen credit cards, process transactions in twelve major currencies
and allows the vendor to convert transactions into a currency requested by the
vendor. Currently, we accept financial transactions from sixteen (16)
countries and our Winners Processing System accepts U.S. dollars, Canadian
dollars, British pound, French franc, Swiss franc, Austrian schilling, German
Deutsche mark, Italian lira, Dutch guilder, Japanese yen, Belgium franc and
Australian dollar.
Internet industries are subject to rapid technological change and our
ability to successfully market our products, improve our products and to
respond effectively to new technological changes or new product announcements
will affect our results of operations. Other companies may develop new
technology and systems similar to ours which could materially affect our
results in operation. Our European Division continues to monitor our system
to ensure that we upgrade any part of our system where needed to maintain the
integrity and technological advance of all software and to enhance total
operations. We have not had major problems with our software, but we have
experienced minor "bugs" in the software and they have been remedied through
updates. We have experienced problems with our Internet service provider
which resulted in our Web site temporarily shutting down. In these instances
we have been non-operational for a few minutes up to a couple of hours. Since
we rely on third parties for Internet service we cannot assure the integrity
of our system at all times. However, we have now changed our Internet service
provider from Austria to Liechtenstein and have located our processing and
technical software in the same facility with out Internet service provider in
Liechtenstein.
CyberLink Monetary System
We rely on the CyberLink Monetary System to complete the processing of
Internet transactions using our Winners Processing System. The CyberLink
Monetary System is a data processing center based in Vaduz, Liechtenstein and
is the entity that provides the link between customers, products and services
and licensed banking. The CyberLink Monetary System is managed by
Intertreuhand Aktiengesellschaft with DDr. Reinhard Proksch serving as
Managing Director on their behalf. DDr. Proksch, a Fullbright Scholar, holds
dual doctorates in law and information systems.
Winners Internet became a member of the CyberLink Monetary System in July
1998 when CyberLink Monetary Systems agreed to exclusively license Winners
Internet as the sole provider of Internet gaming for its data processing
operations. Our Winners Processing System interfaces with the CyberLink
Monetary System's data processing and the financial transactions processed by
the CyberLink Monetary System are then interfaced with the bank accounts
managed by the CyberLink Monetary System.
The financial structure and established links we have with foreign banks
through the CyberLink Monetary System are a material aspect of our operations.
Should the CyberLink Monetary System falter or fail to perform its functions,
we could be severely affected.
4
<PAGE>
Global Gaming Link System ("Gaming System")
Our Winners Processing System and the CyberLink Monetary System provide
the technology and financial transaction structure for our Gaming System. Our
Gaming System provides a structure that ensures compliance with all existing
gaming laws, provides an audit mechanism for the host governments and players,
and provides a method for a player's funds to be processed through the
CyberLink Monetary System. Each casino or sportsbook must first apply for a
license with Winners Internet and then we recommend the licensee as a member
to the CyberLink Monetary System. The acceptance of each license remains
with the CyberLink Monetary System, who may not accept an application. All
licenses that have been submitted to the CyberLink Monetary System up to the
present time have been approved. As of December 1, 1999 we have 9 casinos, 7
sportsbooks, 1 cardroom, 1 lottery and 1 raffle which are licensed with
Winners Internet and have been approved by CyberLink Monetary Systems.
We believe our Gaming System provides credibility, uniformity, and
legality to Internet gaming. Currently, an Internet player goes to an
Internet gaming site and enters a charge card number or wires funds to the
site operator. If the player wins, he must wait for the casino to send him a
check, usually from a foreign jurisdiction. Then when he deposits the check
in his own account, he generally must wait 7-10 days for the check to be
processed. Meanwhile the casino may wait 30-45 days before the check is
cashed by the player. Using our Gaming System, the disbursements are made
daily with the player receiving payment which is immediately redeemable at a
local bank because the funds are in that jurisdiction's currency.
Once a casino becomes licensed with us, we require the casino to use our
system for all transactions. We must be able to maintain control of all
transactions in order to track all data and monitor all transactions to ensure
all processing adheres to existing laws and regulations. This requirement of
total control has caused potential client casinos and sportsbooks to decline
our services. Our Gaming System not only processes all incoming and outgoing
transmissions but also includes an entire accounting of the succession of each
entry which gives both the casino and the player a record of winnings and
losses. The player can access a separate accounting which provides account
information for all casinos that he has played which are using our Gaming
System. This also provides a means for the player to insure that records are
being maintained by the casino.
Our Gaming System uses the same method of payout for all of our licensed
Internet casinos regardless of the host site location. Daily currency
conversions are available, allowing players to be aware of the dollar or other
currency rates for play and payment.
Finally, our Gaming System is programmed to monitor transactions to
detect money laundering, violations of gaming laws and regulations and it
prevents payouts to a player located in any jurisdiction in which Internet
gaming is illegal.
Product Development
In July of 1998 CyberLink Monetary System began the development of the
CMS Debit Card. We anticipate that CyberLink Monetary System will provide the
CMS Debit Card for use in our Gaming System and other e-commerce operations.
This card will function like other bank cards, allowing the user to conduct
financial transactions on the Internet. We anticipate that it will provide a
means for complete accounting of all transactions for either our Internet
gaming or other e-commerce transactions. We anticipate that the CMS Debit
Card will provide recognition of parity of the Eurodollar and all foreign
currencies for Internet commerce. However, CyberLink Monetary System has
delayed the launching of the CMS Debit Card pending Internet gaming
legislation before the United States Congress. Any regulation changes would
require the CMS Debit Card to be redesigned with the necessary restrictions on
transactions programmed into the system or the card. As of the date of this
filing Congress has failed to make a definitive decision. Additionally, we
cannot assure that the CMS Debit Card will interface with our customers or
other vendors, nor that our CMS Debit Card can compete with debit cards now
available through other banks.
In February 1999 we entered into a licensing agreement with iChargeit,
located in Huntington Beach, California. iChargeit intends to create global
shopping cybermalls and has agreed that Winners Internet will have
5
<PAGE>
the exclusive right to process charge card activity for its cybermalls. We
anticipate iChargeit will provide a means for merchants to open an Internet
storefront using the iChargeit Global Storesonline suite of services.
Merchants will open a debit account with the CyberLink Monetary System and
receive payments for their stores e-sales in the currency of their choice and
accept payments in other currencies through the CMS Debit Card, when
functional.
iChargeit completed Phase I of its development plan when it established
the iChargeit Global Storesonline website in March of 1999. We currently are
in the process of opening an Internet portal between Winners Internet and
iChargeit which will allow us to process the financial transactions for
Shopping Downtown and a yet unnamed online auction site. We remain committed
to the iChargeit venture, however, Internet enterprises are being developed
daily and we cannot assure that iChargeit's cybermall will be able to compete
with other cybermalls or that the CMS Debit Card will be functional for use in
its cybermalls.
Distribution
We market our services and products through software licensing agreements
with distributors and casinos and sportbooks. We currently have four software
license agreements and two distributor agreements. Our license agreement
allows the licensee the non-exclusive right to process data by using our
software and, to load, use, and copy our software. The license may allow
single or multiple processor, single or multiple site, or a national license
which is a licensed domicile. The licensing agreement requires that the
licensee not have a criminal record, that the software be regarded as secret
and confidential and shall remain in the licensee's effective control. The
licensee is required to sign a confidentiality agreement as well. However,
these agreements may not effectively prevent copying and disclosure of our
technology and may not provide us with an adequate remedy if unauthorized
disclosure occurs.
These agreements may be terminated for failure to perform consistent with
its provisions, bankruptcy by the licensee or if the licensee conducts
business in an illegal territory. The license fee is a one-time fee of
$50,000. There is a yearly renewal fee for a license at $20,000 for
maintenance of the license which includes all upgrades and/or new versions of
our software to meet industry technical and graphic advances.
We offer two types of programs to our licensees, the full program and the
wager-in-only program. The full program assesses a 5.5% fee for
processing-in, which is the transfer of money from a player's debit account to
the licensee's gaming site. The full program also includes a 2.5% fee or a
$5.00 fee for withdrawals from the licensee's gaming site back to the player's
debit account, including payouts to winners. The wager-in-only program
assesses a 6.5% fee for the transfer of money from a player's debit account to
the licensee's gaming site. During 1999 we have generated $1,744,878 in
revenues from the processing fees for our licensing agreements.
We currently have two software distributor agreements. Our distributor
agreement grants the distributor the right to distribute the Gaming System in
a specific territory. We must approve all licenses and the distributor agrees
to promote our product and our good reputation. The distributor is not our
agent and the license cannot be assigned. The commission structure is 25% of
the paid and collected licensing fees and net processing fees.
Prior to August of 1999 we had executed a software distributor agreement
with Access World, Inc. Access World agreed to sell a minimum of 21 licenses
per year and it sold two licenses in 1998. Unfortunately we terminated our
agreement with Access World in August of 1999 due to a breach of the
contractual terms of that agreement.
We have negotiated contracts separate and apart from Access World, Inc.
We currently have two distributors who own the territorial marketing rights
for our software license in Australia and New Zealand and one for the
Caribbean. In December of 1998 Vaudeville Holding, Inc. became a licensed
distributor with the rights to sell the Gaming System in the assigned
territory of the Caribbean meaning, but not limited to, Antigua-Barbuda,
Aruba, the Bahamas, Belize, Costa Rica, Dominica, Dominican Republic, Granada
and St. Kitts. Vaudeville Holdings began its second year of on-line
processing with us and currently manages seven gaming web sites. In December
of 1998 we entered into a software distributor's licensing agreement with
Kenneth Hense, granting Mr.
6
<PAGE>
Hense the exclusive right to sell the Gaming System in the countries of
Australia and New Zealand. Neither Vaudeville Holding nor Kenneth Hense have
sold licenses in 1999.
Competition
Presently, there is no known direct competition to our Gaming System.
However, the Internet is a rapidly evolving market and there is always a
possibility that another company(ies) could develop a similar or superior
product, which may impede our growth and operations.
Additionally, we have upheld a rigorous standard for integrity and the
legality in processing Internet gaming transactions. This standard, which
management believed insured safe, legal and secure play, was not accepted by
most Internet casinos. We also endorsed further Internet gaming regulation
which was viewed unfavorably by Internet casinos. Management estimates that
there are over 350 Internet casinos in existence. We currently serve only 19
of those sites. As a result we have experienced lower than anticipated
revenues in the first months of our operations. This response from our
intended market prompted management to search out other uses for our
technology. Management believes our software's ability to track Internet
fraud and stolen credit cards improves the likelihood of our success in the
e-commerce market because management believes such security measures are
desired by this potential market.
Suppliers
We rely on four suppliers for computer equipment and training.
Computerhaus Gaechter, located in Feldkirch, Austria, supplied 74.7% of our
computer equipment during fiscal year 1998. Data Consultants, located in St.
Augustine, Florida supplied an additional 14.6% of such equipment and CompUSA
located in Jacksonville, Florida supplied 6%. Secure It 5550 located in
Norcross, Georgia, supplied computer secure systems representing 4.6% of our
computer equipment. We have not entered into long term manufacturing
contracts with any of the above suppliers. Management believes the loss of
any one of these suppliers would not have a material adverse effect on our
operations because the supplier could be replaced in 60 days.
Trademarks, License and Intellectual Property
Our proprietary software is a material aspect of our business. We rely
upon a combination of licenses, confidentiality agreements and other
contractual covenants to establish and protect our technology and other
intellectual property rights. If we infringe on the intellectual property of
another party we could be forced to seek a license to those intellectual
property rights of the third party. If we are required to obtain a license to
another party's proprietary rights, that license could be expensive, if we
could obtain it at all. Although we do not believe that our intellectual
property infringes on the rights of any other party, third-parties may assert
claims for infringement which may be successful or require substantial
resources to defend.
Our ability to compete effectively will depend in part on our ability to
maintain the proprietary nature of our technology through a combination of
exclusive licensing and the aggressive continued development of our products.
Competition in the Internet market is intense and there can be no assurance
that our competitors will not independently develop or obtain patents or
technologies that are substantially equivalent or superior to our technology.
Government Regulations
Our focus, from our inception, has been directed to foreign marketplaces
where Internet gaming is legal. Changes in government regulations toward
Internet gaming could affect our operations. United States citizens in
certain state jurisdictions, as well as those in many other countries, are
barred from Internet gaming. We currently do not process transactions for
any state or territory where gaming is illegal for its citizens. Should those
offshore governments that now allow Internet gaming negatively alter their
regulations toward the industry, the market for new customers would be greatly
reduced and could severely change our revenue projections, growth, and
7
<PAGE>
operations. We are monitoring developments in legislation throughout the
world and will adhere to all legislative decisions or regulations in this
regard.
Employees
We currently have sixteen (16) full time employees and two (2) part-time
employees. The Administration Division includes four employees and one part
time employee which are located in St. Augustine, Florida. Ten employees and
one part-time employee are employed in the European Division and are located
in Ruggell, Liechtenstein. We believe we have good relations with our
employees and none are covered by any collective bargaining agreement. We
anticipate employing two (2) additional employees for the Technical Division
within the next fiscal quarter.
Reports to Security Holders
We have voluntarily elected to file this Form 10-SB registration
statement in order to become a reporting company under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"). Following the effective date of
this registration statement, we will be required to comply with the reporting
requirements of the Exchange Act. We will file annual, quarterly and other
reports with the Securities and Exchange Commission ("SEC"). We also will be
subject to the proxy solicitation requirements of the Exchange Act and,
accordingly, will furnish an annual report with audited financial statements
to our stockholders.
Interested persons may visit our web site at www.winr.net. We currently
use an investor relations firm, Columbia Financial Group, and interested
persons may call at (888) 301-6271. Columbia Financial provides investor
relations services, public relations services, publishing, advertising
services, fulfillment services as well as Internet related services. Columbia
Financial provides consulting services for a term of 15 months for a set fee,
which has been paid for with common stock and warrants. Either party may
terminate the agreement with 60 days written notice with certain conditional
repayments.
Available Information
Copies of this registration statement may be inspected, without charge,
at the SEC's Public Reference Room at 450 Fifth Street N.W., Washington, D.C.
20549. The public may obtain information on the operation of the Public
Reference Room by calling the SEC at 1-800-SEC-0300. Copies of this material
also should be available through the Internet by using the SEC's EDGAR
Archive, which is located at http://www.sec.gov.
ITEM 2: MANAGEMENTS' DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Overview
Winners Internet owns proprietary financial processing software that is
currently being used in Internet gaming payout structures. We commenced
operations in mid-December of 1998 and currently serve ten gaming websites
(See, Item: 1: Description of Business, above). We recognize revenue when
earned and we derive revenues from licensing fees, renewal fees, processing
fees and interest on our depository bank accounts. We recorded revenues during
the ten month interim period ended October 31, 1999 and have recorded a net
profit for that period, but in the previous two fiscal years we have posted
net losses.
From inception, the focus of our operations has been on Internet gaming
payout structures, but that market's rejection of our goal to function within
government regulations has forced us to move to other markets. To that end we
hope to develop e-commerce operations that will use our financial processing
system. Management believes our software and the banking relations we have
formed will allow a shift to e-commerce and that this diversification will
lessen our susceptibility to governmental changes in regulations and laws
related to Internet gaming. However, as with any new venture, we may
experience unanticipated difficulties which will prevent our expansion into
this market.
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Acquisition
On July 31, 1997 we acquired Davki Agency as a wholly owned subsidiary
through a tax free stock-for-stock exchange structured pursuant to Section 368
(a)(1)(B) of Internal Revenue Code of 1986, as amended. We issued 8,000,000
restricted common shares to the nine shareholders of Davki Agency in exchange
for their 1,500 common shares. Davki Agency owned the test prototype of
financial processing software which we later developed into our Winners
Processing System. Davki Agency was subsequently dissolved in December of
1997.
Liquidity and Capital Resources
Since our inception we have financed our operations primarily through
private placements of equity securities. During fiscal years 1997 and 1998 we
established our operations and in December of 1998 we granted our first
licenses to customers and distributors, but we failed to generate revenues
until January of 1999. Management believes that the ratio of expenses to
revenues will remain relatively constant now that licensing agreements are in
place. However, each licensee has the option to not renew the license after a
term of one year. If several licensees opt to not renew we could experience a
decrease in our revenues.
During the interim period ended October 31, 1999 we have experienced
increased revenues as a result of processing and licensing fees. As of
October 31, 1999 cash reserves totaled $693,253 with total current assets of
$2,718,122. 74.4% of the total current assets are represented by accounts
receivable. We posted operating losses during fiscal years 1998 and 1997, but
we have posted a net income of $1,129,215 for the 1999 interim period. Our
total current liabilities were $821,785 as of October 31, 1999 with $809,374
representing accounts payable, which are funds in our possession being
processed and which will subsequently be disbursed to vendors, less any
processing fees. Our principal commitments as of October 31, 1999 are $2,683
per month for office leases.
A summary of our audited balance sheets for the years ended December 31,
1998 and 1997 and our balance sheet for the ten month interim period ended
October 31, 1999 are as follows:
Interim Period
Years Ended December 31 Ended October 31
1997 1998 1999
-------------- ------------- -----------------
Cash/Cash Equivalents $ 0 $ 28,857 $ 693,253
Current Assets 0 28,857 2,718,122
Total Assets 282,150 204,272 2,891,651
Total Current Liabilities 281,368 13,621 821,785
Total Stockholders' Equity 782 190,651 2,069,886
Total Liabilities &
Stockholder Equity 282,150 204,272 2,891,651
We have relied on equity transactions for funding of our business
operations. During fiscal year 1997 we sold 2,539,912 common shares for
$112,700. During fiscal year 1998 we sold an aggregate of 2,435,000 common
shares for $919,750. During the interim period ended October 31, 1999 we sold
an aggregate of 788,158 common shares for $522,500. We have also issued
common shares in exchange for services rendered to us by third-parties.
Specifically, we issued an aggregate of 1,521,358 common shares during 1998
for payments for our software and for computer equipment. During 1999 we
issued 410,000 shares for technical services. (See, "Recent Sales of
Unregistered Securities").
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We anticipate that we will need up to $10,000,000 to enter into the
e-commerce market. We expect that we will need additional programmers, staff
and technical support, as well as, another facility in Europe to house
additional processing equipment to manage the anticipated e-commerce
transactions. Management will evaluate our needs as we expand into this new
area of operations and we may need to form new alliances with other Internet
companies before we realize an expansion into the e-commerce market. Also,
due to the dynamic nature of the Internet market we cannot assure that we will
be able to compete in this new market.
We anticipate the need for additional funds and we are currently
evaluating the availability of external financing. However, we can not assure
that funds will be available from any source, or, if available, that we will
be able to obtain the funds on terms agreeable to us. Also, the acquisition
of funding through the issuance of debt could result in a substantial portion
of our cash flows from operations being dedicated to the payment of principal
and interest on the indebtedness, and could render us more vulnerable to
competitive and economic downturns.
Any future securities offerings will be effected in compliance with
applicable exemptions under federal and state laws. The purchasers and manner
of issuance will be determined according to exemptions available to us. At
this time we expect to offer securities to raise additional funds, however, we
have not determined the type of offering or the type or number of securities
which we will offer. We have no plans to make a public offering of our common
stock at this time. We also note that if we issue more shares of our common
stock our shareholders may experience dilution in the value per share of their
common stock.
Results of Operations
The following table summarizes the results of our operations for the
fiscal years ended December 31, 1998 and 1997 and for the ten month interim
period ended October 31, 1999 and 1998.
Interim Period Interim Period
Years Ended December 31 Ended October 31 Ended October 31
1997 1998 1998 1999
----------- ----------- ---------------- ----------------
Revenues $ 8,604 $ 2,168 $ 2,168 $ 1,749,878
Total Operating
Expense 120,522 842,728 538,581 620,663
Net Profit (loss) (111,918) (840,560) (536,413) 1,129,215
1997 to 1998
Revenues for the fiscal year ended December 31, 1998 were $2,168, which
represented a decrease from the $8,604 recorded for the fiscal year ended
December 31, 1997. These revenues were received from consulting services
provided to one of our licensees starting in 1997, and the bulk of the
consulting services were provided in 1997.
Operating expenses for the fiscal year 1998 were $842,728 which
represented an increase from the $111,918 recorded for the fiscal year 1997.
This increase is reflective of the expansion of our operations, including
increased office and equipment expenditures, hiring of additional employees,
expenses associated with Internet use, increased travel costs, increased
expenditures for marketing and advertising, as well as costs of our financing
activities.
During fiscal year 1997 our operating activities provided $187,300
whereas in fiscal year 1998 our operating activities used $1,091,968 because
of our expansion into Europe. We eliminated a payable to Global Gaming Link
Systems, LTD for the software test prototype which resulted in our investing
activities providing
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$300,000 in fiscal year 1997, compared to $94,335 used for investing
activities in fiscal year 1998. For fiscal year 1997 our financing activities
provided $18,893 from the sale of our common stock compared to $1,026,473 for
fiscal year 1998.
October 31, 1998 Compared to October 31,1999
Our results of operation for the interim period ended October 31, 1999
represents operations conducted in our European processing and licensing
operations. Revenues during the 1999 interim period totaled $1,749,878 with
$1,744,878 generated from our European processing operations and the remaining
$5,000 coming from license income generated in the Unites States. Our $2,168
in revenues during the 1998 interim period were received from consulting fees.
Total operating expenses for the 1999 interim period were $620,663 which
were 35.4% of the total revenues, compared to $538,581 operating expenses in
the 1998 interim period which were 248.4% of revenues. Operating expenses in
the 1998 interim period reflected start-up costs of our operations, including
marketing expenses posted at $175,000, wages at $112,440, travel at $70,191
and $50,000 in commissions from our financing activities.
Expenses in the 1999 interim period were reflective of continuing
operations. Wages and travel were the largest line items for the interim
period with $227,543 and $119,985, respectively. The expenses for operations
in the United States were primarily from administrative expense items such as
payroll, professional and legal fees, taxes, etc. In comparison the European
expenses were attributed to labor, consulting fees, office expenses, travel
and bank charges.
Net cash used by our operating activities was $754,082 for the 1998
interim period compared to $339,778 provided by our operations for the 1999
interim period. Net cash provided by investing activities was $3,022 for the
1998 interim period compared to capital expenditures of $172,122 for offering
expenses during the 1999 interim period. Sales of our common stock provided
$791,950 for the 1998 interim period, compared to $146,490 for the 1999
interim period.
OTC Bulletin Board Eligibility Rule
In January of 1999, the SEC granted approval of amendments to the NASD
OTC Bulletin Board Eligibility Rule 6530 and 6540. These amendments now
require a company listed on the OTC Bulletin Board to be a reporting company
and current in its reports filed with the SEC. As a result of this rule
change we have voluntarily filed this registration statement in order to
become a fully reporting company and maintain the listing of our common stock
on the OTC Bulletin Board. The rule requires that the SEC come to a position
of no further comment regarding the registration statement before a company is
considered compliant. We cannot assure that the SEC will come to such a
position in regards to this registration statement prior to our phase-in-date
of May 1, 2000. According to the rules, if we are not in compliance at our
phase-in-date our common stock will be removed from the OTC Bulletin Board. At
that time we intend to move our listing to the National Quotation Bureau's
Pink Sheets. This possible move to the "pink sheets" may adversely affect the
market, if any, in our stock.
Year 2000 Compliance
We have completed a review of our computer systems and operations to
determine the extent to which our business will be vulnerable to potential
errors and failures as a result of the "Year 2000" problem. Year 2000 errors
could result in system failures or miscalculations, causing disruptions of
operations, including, among other things, a temporary inability to process
transactions, provide services or engage in similar activities.
Our computer systems, Winners Processing System, the Gaming System and
the CyberLink Monetary System are Year 2000 compliant. Our suppliers,
distributors and licensees have indicated that they are also Year 2000
compliant. In the worst case scenario we may experience a decrease in
revenues because of technical difficulties related to our licensees' business
operations. Our contingency plan is to have technical support teams
11
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and developers on site in our computer operation facilities in Austria and
Liechtenstein on December 31, 1999 through January 1, 2000 to provide
technical support for the transition into the new century.
ITEM 3: DESCRIPTION OF PROPERTIES
Our principal business office in the United States is located in St.
Augustine, Florida. We lease 2,106 square feet of office space in an
individual unit. We have a three year lease which expires March 30, 2001 and
management believes this facility is adequate for our anticipated growth in
the United States. We pay $1,683 per month for this lease, and the agreement
does not provide for termination, other than by a court process.
In August of 1999 we leased the top floor of a three story building
located in Ruggell, Liechtenstein, which is approximately 10,000 square feet
and houses our technical operations. This facility has state-of-the-art
security and is made of concrete construction and will allow for limited
future expansion, if needed. The lease has a monthly rent of $1,000 and is a
month-to-month open-end lease for a term of one year. The rent will not
change for a twelve month period from the date of said lease and thereafter
will be reviewed for a potential cost-of-living increase anticipated to be
between 5-8%.
ITEM 4: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth the beneficial ownership of our
outstanding common stock of; (i) each person or group known by us to own
beneficially more than 5% of our outstanding common stock, (ii) each of our
executive officers, (iii) each of our director's and (iv) all executive
officers and directors as a group. Beneficial ownership is determined in
accordance with the rules of the SEC and generally includes voting or
investment power with respect to securities. Except as indicated by footnote,
the persons named in the table below have sole voting power and investment
power with respect to all shares of common stock shown as beneficial ownership
of those shares. The percentage of beneficial ownership is based on
16,186,613 shares of common stock, 15,990,863 outstanding as of October 31,
1999 and 195,750 shares subject to options under our employee stock option
plan.
CERTAIN BENEFICIAL OWNERS
Common Stock Beneficially Owned
-------------------------------
Name and Address of Number of Shares of
Beneficial Owners Common Stock Percentage of Class
------------------------------- ---------------------- ---------------------
David Skinner, Sr. 1,610,000 9.9%
126 Staghorn Hollow
Beech Mountain, North Carolina
28604
Kimberly Stein 1,130,000 6.9%
1005 Baron Lane
Myrtle Beach, South Carolina
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MANAGEMENT
Common Stock Beneficially Owned
-------------------------------
Name and Address of Number of Shares of
Beneficial Owners Common Stock Percentage of Class
--------------------------------- ---------------------- --------------------
David Skinner, Jr. 1,263,750 7.8%
145 Oviedo Street
St. Augustine, Florida 32084
Charles E. Scott 990,000 6.1%
145 Oviedo Street
St. Augustine, Florida 32084
Ronald Oehri 10,000 *
Schlattstrasse 215 FL-9491
Ruggell, Liechtenstein
Chad Millward 15,000 *
Schlattstrasse 215 FL-9491
Ruggell, Liechtenstein
All executive officers and
directors as a group 2,278,750 14.0%
* Less than 1%
The following chart lists shares and options held by management
Securities
Common Stock underlying Options
--------------- ------------------
Mr. Skinner 1,210,000 53,750
Mr. Scott 960,000 30,000
Mr. Millward 0 15,000
Mr. Oehri 10,000 0
Options are exercisable upon issuance at $0.50 per share. None of the options
have been exercised as of the date of this filing.
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ITEM 5: DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Our directors, executive officers and key employees and their respective
ages and positions are set forth below. Biographical information for each of
those persons is also presented below. Our bylaws require three (3) directors
and our executive officers are appointed by our Board of Directors and serve
at its discretion.
Directors and Officers
Name Age Position Held
---------------------- ------- ----------------
David C. Skinner, Jr. 31 President, CEO, Treasurer, Director
Charles E. Scott 33 Vice President, Chief Technical Officer
Chad A. Millward 27 Secretary, Director
Ronald Oehri 40 Director
David C. Skinner, Jr. Mr. Skinner was appointed Chairman of the Board,
President and Treasurer on June 1, 1997. In July of 1999 he was re-elected
President and CEO. From January 1995 he managed Skinner, Varney & Associates,
a tax and business consulting firm. In 1996, Mr. Skinner was affiliated with
Grand Holiday Casino of Aruba, where he managed the payout structure for an
international sportsbook. From 1995 to 1997 he was employed by Enterprise
Distributors, Inc., who made video gaming devices. In 1996 he served as a
President of Caribbean Palace, Inc. (Club Casablanca) of Myrtle Beach, South
Carolina.
Charles E. Scott. Mr. Scott was appointed Vice President Technical on
June 1, 1997. He was elected Vice President and appointed Chief Technical
Officer in July of 1999. From 1995 to 1997, he was employed by Skinner,
Varney & Associates as an office administrator. From 1996 to 1998 he was
employed by Telephone Information System Services in Curacao where he designed
and implemented secure Internet and intranet access to multiple sportsbooks.
He received a bachelors degree in computer information systems from Florida
State University.
Chad A. Millward. Mr. Millward was elected as a Director and appointed
Secretary in July of 1999. He was our Chief Systems Administrator since April
of 1999. Prior to joining Winners Internet he was a United States Air Force
Network Administrator since 1993.
Ronald Oehri. Mr. Oehri was elected as a Director in July of 1999. From
January 1, 1999 to the present he has been the C.E.O. of Quality Net AG which
provides Internet marketing. Since September 1997 he has been the C.E.O. of
SupraNet AG which is an Internet service provider. Beginning in December 1984
through the present he has been the C.E.O. of Koro AG, a trading company.
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ITEM 6: EXECUTIVE COMPENSATION
The following table shows compensation of our executive officers for our
fiscal year 1998.
SUMMARY COMPENSATION TABLE
Annual Compensation
-------------------
Fiscal
Name and Principal Position Year Salary ($) Bonus Other
--------------------------- -------- ----------- -------- ---------
David Skinner Jr. 1998 $ 79,914 $ 0 $ 44,520*
President, C.E.O.
Charles E. Scott 1998 50,900 0 0
Vice President, Chief
Technical Officer
*The Company owns a 1998 Ford Explorer vehicle which has been
purchased for corporate use by the President/CEO, Mr. Skinner.
Compensation of Directors
We do not have any standard arrangement for compensation of our directors
for any services provided as director, including services for committee
participation or for special assignments.
Employment Contracts
As of the date of this filing we have not entered into formal employment
agreements with our executive officers.
ITEM 7: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The following information summarizes certain transactions either we
engaged in during the past two years or we propose to engage in involving our
executive officers, directors, 5% stockholders or immediate family members of
such persons:
In July of 1999 we entered into an agreement with SupraNet AG for
Internet services. Mr Oehri, our director, is the President and C.E.O. of
SupraNet AG. The monthly fee for the services provided to Winners Internet by
SupraNet AG is $1,340 per month and the agreement provides a 30 day opt-out
clause for either party.
ITEM 8: DESCRIPTION OF SECURITIES
Common Stock
We are authorized to issue 50,000,000 shares of common stock, par value
$.001, of which 15,990,863 were issued and outstanding as of October 31, 1999.
All shares of common stock have equal rights and privileges with respect to
voting, liquidation and dividend rights. Each share of common stock entitles
the holder thereof (i) to one non-cumulative vote for each share held of
record of all matters submitted to a vote of the stockholders, (ii) to
participate equally and to receive any and all such dividends as may be
declared by the Board of Directors out of funds legally available; and (iii)
to participate pro rata in any distribution of assets available for
distribution upon
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liquidation of the Company. Our stockholders have no preemptive rights to
acquire additional shares of common stock or any other securities.
Preferred Stock
We have not authorized preferred stock.
PART II
ITEM 1: MARKET PRICE OF AND DIVIDENDS ON THE
REGISTRANT'S COMMON EQUITY AND OTHER SHAREHOLDER MATTERS
Our common stock is traded over-the-counter and quoted on the OTC NASDAQ
Electronic Bulletin Board under the symbol "WINR". The following table
represents the range of the high and low bid prices of our stock as reported
by the Nasdaq Trading and Market Services for each fiscal quarter for the last
two fiscal years ending December 31, 1998 and the nine month interim period
ended September 30, 1999. There was no market activity prior to August 1997.
Such quotations represent prices between dealers and may not include retail
markups, markdowns, or commissions and may not necessarily represent actual
transactions.
Year Quarter High Low
-------- ---------------- ------ -----
1997 Third Quarter 4.875 2.25
Fourth Quarter 2.8125 0.375
1998 First Quarter 0.8125 0.15
Second Quarter 1 0.40625
Third Quarter 1.625 0.33
Fourth Quarter 3.00 0.45
1999 First Quarter 2.96875 1.34
Second Quarter 2.4375 1.21875
Third Quarter 1.71875 0.8125
We have approximately 614 stockholders of record as of October 31, 1999.
We have not declared dividends on our common stock and do not anticipate
paying dividends on our common stock in the foreseeable future. On July 14,
1997 we effected an 100-to-1 reverse stock split. All per share information in
this registration statement has been retroactively restated to reflect this
change.
ITEM 2: LEGAL PROCEEDINGS
We are not a party to any proceedings or threatened proceedings as of the
date of this filing.
ITEM 3: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
We have had no change in, or disagreements with, our principal
independent accountant during our last two fiscal years.
ITEM 4: RECENT SALES OF UNREGISTERED SECURITIES
The following discussion describes all securities we have sold within the
past three fiscal years without registration.
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On January 31, 1997 we issued an aggregate of 600 common shares to three
of our then officers and directors for services rendered on our behalf. The
services were valued at $20.00 each and each received 200 shares. The
issuance of such shares was exempt from registration under the Securities Act
of 1933 by reason of Sections 3(b) and 4(2) as a private transaction not
involving a public distribution.
On March 7, 1997 we issued 4,076 common shares to four persons for
accounting and legal services. Such services were valued at $407.00. The
issuance of such shares was exempt from registration under the Securities Act
of 1933 by reason of Sections 3(b) and 4(2) as a private transaction not
involving a public
distribution.
On August 1, 1997 we sold 2,500,000 common shares for $50,000 to five
persons. Such shares were issued pursuant to Rule 504.
On September 15, 1997 we sold 17,145 common shares to Tom Curtis for
$30,000. Such shares were issued pursuant to Rule 504.
On December 19, 1997 we sold 20,000 common shares to Capital
Communications, Inc. for $10,000. Such shares were issued pursuant to Rule
504.
On April 28, 1998 we issued 500,000 common shares valued at $50,000 to
Columbia Financial Group for public relations services. Such shares were
issued pursuant to Rule 504.
On May 7, 1998 we sold an aggregate of 1,000,000 common shares for
$300,000 to Cognitive Investco, Inc. and Epicontinental Holding's Limited.
Each purchased 500,000 common shares and such shares were issued pursuant to
Rule 504.
On May 19, 1998 we sold 500,000 common shares for $200,000 to Codecraft
Corporation, Inc. Such shares were issued pursuant to Rule 504.
On July 20, 1998 we issued 500,000 common shares to Intertreuhand
Aktiengesellschaft in consideration for technology and services. Such shares
were valued at $25,000. The issuance of such shares was exempt from
registration under the Securities Act of 1933 by reason of Sections 3(b) and
4(2) as a private transaction not involving a public distribution.
On August 18, 1998 we sold an aggregate of 550,000 common shares for
$220,000. Columbia Financial Group purchased 150,000 common shares and
Codecraft Corporation purchased 400,000 common shares. Such shares were
issued pursuant to Rule 504.
On November 1, 1998 we sold 285,000 common shares for $99,750 to
Cognitive Investco, Inc. Such shares were issued pursuant to Rule 504.
On December 4, 1998 we issued 21,358 common shares to Intertreuhand
Aktiengesellschaft for computer equipment valued at $10,679. The issuance of
such shares was exempt from registration under the Securities Act of 1933 by
reason of Sections 3(b) and 4(2) as a private transaction not involving a
public distribution.
On December 15, 1998 we issued 500,000 common shares to Columbia
Financial Group pursuant to Rule 505. Such shares were valued at $25,000 and
were issued for public relations services provided to us.
On December 22, 1998 we sold 100,000 common shares for $100,000 to
Codecraft Corporation. Such shares were issued pursuant to Rule 504.
On January 8, 1999 we sold 100,000 common shares for $100,000 to
Cognitive Investco, Inc. Such shares were issued pursuant to Rule 504.
17
<PAGE>
On March 25, 1999 we sold 225,000 common shares for $202,500 to Bluegrass
Secure Corp. Such shares were issued pursuant to Rule 504.
On June 18, 1999 we issued 10,000 common shares valued at $7,498 to
Ronald Oehri for technology services rendered. The issuance of such shares was
exempt from registration under the Securities Act of 1933 by reason of
Sections 3(b) and 4(2) as a private transaction not involving a public
distribution.
On July 15, 1999 we sold 400,000 common shares for $220,000 to
Trans-Pacific Security Consultants. Such shares were issued pursuant to Rule
504.
On September 28, 1999 we sold 315,789 common shares for $149,999 to
Orienstar Finance, Ltd. Such shares were issued pursuant to Rule 504.
On October 1, 1999 we sold 147,369 common shares to Orienstar Finance,
Ltd. for $70,000. Such shares were issued pursuant to Rule 504.
In connection with each of these private transactions of our securities
listed above, we believe that each purchaser (i) was aware that the securities
had not been registered under federal securities laws, (ii) acquired the
securities for his/her/its own account for investment purposes and not with a
view to or for resale in connection with any distribution for purpose of the
federal securities laws, (iii) understood that the securities would need to be
indefinitely held unless registered or an exemption from registration applied
to a proposed disposition and (iv) was aware that the certificate representing
the securities would bear a legend restricting their transfer. We believe
that, in light of the foregoing, the sale of our securities to the respective
acquirers did not constitute the sale of an unregistered security in violation
of the federal securities laws and regulations by reason of the exemptions
provided under Sections 3(b) and 4(2) of the Securities Act, and the rules and
regulations promulgated thereunder.
ITEM 5: INDEMNIFICATION OF DIRECTORS AND OFFICERS
Pursuant to Nevada Revised Statutes Section 78.7502 and 78.751 our
Articles of Incorporation and bylaws provide for the indemnification of
present and former directors and officers and each person who serves at our
request as our officer or director. We will indemnify such individuals
against all costs, expenses and liabilities incurred in a threatened, pending
or completed action, suit or proceeding brought because such individual is our
director or officer. Such individual must have conducted himself in good
faith and reasonably believed that his conduct was in, or not opposed to, our
best interest. In a criminal action he must not have had a reasonable cause
to believe his conduct was unlawful. This right of indemnification shall not
be exclusive of other rights the individual is entitled to as a matter of law
or otherwise.
We will not indemnify an individual adjudged liable due to his negligence
or wilful misconduct toward us, adjudged liable to us, or if he improperly
received personal benefit. Indemnification in a derivative action is limited
to reasonable expenses incurred in connection with the proceeding. Also, we
are authorized to purchase insurance on behalf of an individual for
liabilities incurred whether or not we would have the power or obligation to
indemnify him pursuant to our bylaws.
Our bylaws provide that individuals may receive advances for expenses if
the individual provides a written affirmation of his good faith belief that
the has met the appropriate standards of conduct and he will repay the advance
if he is adjudged not to have met the standard of conduct.
continued
WINR & Davki - Plan of Reorganization
http://www.freeedgar.com/search/ViewFilings.asp?CIK=1045181&...
AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION ("Plan") is made this 31st day
of July, 1997, among Winners Internet Network, Inc., a Nevada corporation
("WIN"); The Davki Agency Ltd., Inc., a Delaware corporation, any and all of
its subsidiaries and fictitious names (hereinafter collectively referred to as
"Davki") and its shareholders (hereinafter "Shareholders").
WIN wishes to acquire all the issued and outstanding stock of Davki for
and in exchange for stock of WIN, in a stock for stock transaction intending
to qualify as a tax-free exchange pursuant to Section 368(a)(1)(B) of the
Internal Revenue Code of 1986, as amended. The parties intend for this Plan
to represent the terms and conditions of such tax-free reorganization, which
Plan the parties hereby adopt.
NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein, IT IS AGREED:
Section 1
Terms of Exchange
1.1 Number of Shares. Upon the execution hereof, the Shareholders of
Davki agree to assign, transfer, and deliver to WIN, free and clear of all
liens, pledges, encumbrances, charges, restrictions or known claims of any
kind, nature or description, all of their shares of Davki stock, and WIN
agrees to acquire such shares on the date thereof, or as soon as practicable
thereafter, by issuing and delivering in exchange therefore solely common
shares of WIN's stock, par value $0.001, in the aggregate of 8,000,000 shares,
subject to the provisions of this Plan. Subsequent to the date hereof, the
Shareholders shall, upon the surrender of the Davki certificates representing
their respective beneficial and record ownership of all of the issued and
outstanding shares of Davki to WIN, as soon as practicable hereafter, and
further provided an exemption from the registration provisions of Section 5 of
the Securities Act of 1933 is available for the issuance thereof, the
Shareholders shall be entitled to receive a certificate(s) evidencing shares
of the exchanged WIN stock as provided for herein. Upon the consummation of
the transaction contemplated herein, WIN shall be the beneficial and record
owner of all of the issued and outstanding stock of Davki.
1.2 Anti-Dilution. For all relevant purposes of this Plan, the number
of WIN shares to be issued and delivered pursuant to this Plan shall be
appropriately adjusted to take into account any stock split, stock dividend,
reverse stock split, recapitalization, or similar change in WIN common stock,
which may occur between the date of the execution of this Plan and the date of
the delivery of such shares.
1.3 Delivery of Certificates. The Shareholders shall transfer to WIN at
the closing provided for in Section 2 (the "Closing") the shares of common
stock of Davki listed opposite their respective names on Exhibit A hereto (the
"Davki shares") in exchange for shares of the common stock of WIN as outlined
above in Section 1.1 hereof (the "WIN Stock"). All of such shares of
WIN common stock shall be issued at the closing to the Shareholders, in the
numbers shown opposite their respective names in Exhibit "A." The transfer of
Davki shares by the Shareholders shall be effected by the delivery to WIN at
the Closing of certificates representing the transferred shares endorsed in
blank or accompanied by stock powers executed in blank, with all signatures
guaranteed by a national bank and with all necessary transfer taxes and other
revenue stamps affixed and acquired at the Shareholders' expense.
1.4 Further Assurances. Subsequent to the execution hereof, and from
time to time thereafter, the Shareholders shall execute such additional
instruments and take such other action as WIN may request in order to more
effectively sell, transfer and assign clear title and ownership in the Davki
shares to WIN.
Section 2
Closing
2.1 Closing. The Closing contemplated by Section 1.3 shall be held at
the law offices of Daniel W. Jackson, Esq. on July 31, 1997 or at such other
time or place as may be mutually agreed upon in writing by the parties. The
Closing may also 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. In any event,
the closing of the transactions contemplated by this Plan shall be effected as
soon as practicable after all of the conditions contained herein have been
satisfied.
2.2 Closing Events. At the Closing, each of the respective parties
hereto shall execute, acknowledge and deliver (or shall cause to be executed,
acknowledged, and delivered) any agreements, resolutions, rulings, or other
instruments required by this Plan to be so delivered at or prior to Closing,
together with such other items as may be reasonably requested by the parties
hereto and their respective legal counsel in order to effectuate or evidence
the transaction contemplated hereby.
Section 3
Representations, Warranties and Covenants of WIN
WIN represents and warrants to, and covenants with, the Shareholders and
Davki as follows:
3.1 Corporate Status. WIN is a corporation duly organized, validly
existing and in good standing under the laws of the State of Nevada. WIN has
full corporate power and is duly authorized, qualified, franchised, and
licensed under all applicable laws, regulations, ordinances, and orders of
public authorities to own all of its properties and assets and to carry on its
business on all material respects as it is now being conducted, and there is
no jurisdiction in which the character and location of the assets owned by it,
or the nature of the business transacted by it, requires qualification.
Included in the WIN schedules (defined below) are complete and correct
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copies of its Articles of Incorporation and Bylaws as in effect on the date
hereof. The execution and delivery of this Plan does not, and the
consummation of the transactions contemplated hereby will not, violate any
provision of WIN's Articles of Incorporation or Bylaws. WIN has taken all
action required by law, its Articles of Incorporation, its Bylaws, or
otherwise, to authorize the execution and delivery of this Plan.
3.2 Capitalization. The authorized capital stock of WIN as of the date
hereof consists of 20,000,000 common shares, par value $0.001. The common
shares of WIN issued and outstanding are fully paid, non-assessable shares.
There are no outstanding options, warrants, or calls or any understanding,
agreements, commitments, contracts or promises with respect to the issuance of
WIN's common stock or with regard to any options, warrants or other
contractual rights to acquire any of WIN's authorized but unissued common
shares.
3.3 Financial Statements.
(a) WIN hereby warrants and covenants to Davki that the audited
financial statements for its year ended December 31, 1996 and December 31,
1995, fairly and accurately represent the financial condition of WIN and that
the same will be prepared along with the period ended as of the date of
Closing, for consolidation by an independent public accountant, which shall be
prepared in accordance with generally accepted accounting principles
consistently applied, on or before the expiration of forty-five days from the
date of Closing.
(b) WIN hereby warrants and represents that the audited financial
statements for the periods set forth in subparagraph (a), supra, fairly and
accurately represent the financial condition of WIN as submitted heretofore to
Davki for examination and review.
3.4 Subsidiaries. WIN has no subsidiaries.
3.5 Conduct of Business. WIN has not been engaged in any significant
business operations since its inception. WIN will use its best efforts to
maintain and preserve its business organization, employee relationships and
goodwill intact, and will not, without the prior written consent of Davki,
enter into any material commitments except in the ordinary course of business.
3.6 Litigation. There are no material actions, suits, or proceedings,
pending, or, to the best knowledge of WIN, threatened by or against or
effecting WIN at law or in equity, or before any governmental agency or
instrumentality, domestic or foreign, or before any arbitrator of any kind;
WIN does not have any knowledge of any default on its part with respect to any
judgment, order, writ, injunction, decree, warrant, rule, or regulation of any
court, arbitrator, or governmental agency or instrumentality.
3.7 Books and Records. From the date hereof, and for any reasonable
period subsequent thereto, WIN and its present management will (i) give to the
Shareholders and Davki, or their duly authorized representatives, full access,
during normal business hours, to all of its books, records, contracts and
other corporate documents and properties so that the Shareholders and Davki,
or their duly authorized representatives, may inspect them; and (ii) furnish
such
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information concerning the properties and affairs of WIN as the Shareholders
and Davki, or their duly authorized representatives, may reasonably request.
Any such request to inspect WIN's books shall be directed to WIN' counsel,
Daniel W. Jackson, at the address set forth herein under Section 10.4 Notices.
3.8 Confidentiality. Until the Closing (and thereafter if there is no
Closing), WIN and its representatives will keep confidential any information
which they obtain from the Shareholders or from Davki concerning its
properties, assets and the proposed business operations of Davki. If the
terms and conditions of this Plan imposed on the parties hereto are not
consummated on or before 5:00 p.m. MST on July 31, 1997 or otherwise waived or
extended in writing to a date mutually agreeable to the parties hereto, WIN
will return to Davki all written matter with regard to Davki obtained in
connection with the negotiations or consummation of this Plan.
3.9 Conflict with Other Instruments. The transactions contemplated by
this Plan will not result in the breach of any term or provision of, or
constitute a default under any indenture, mortgage, deed of trust, or there
material agreements or instrument to which WIN was or is a party, or to which
any of its assets or operations are subject, and will not conflict with any
provision of the Articles of Incorporation or Bylaws of WIN.
3.10 Corporate Authority. WIN has full corporate power and authority to
enter into this Plan and to carry out its obligations hereunder and will
deliver to the Shareholders and Davki, or their respective representatives, at
the Closing, a certified copy of resolutions of its Board of Directors
authorizing execution of this Plan by its officers and performance thereunder.
3.11 Consent of Shareholders. WIN hereby warrants and represents that
the Shareholders of WIN, being the owners of a majority of the issued and
outstanding stock of the Corporation consented in writing to the authorization
to execute an Agreement and Plan of Reorganization as between WIN and Davki
pursuant to a stock-for-stock transaction in which WIN would acquire all of
the issued and outstanding shares of Davki in exchange for the issuance of a
total of 8,000,000 common shares of WIN.
3.12 Special Covenants and Representations Regarding the Exchanged WIN
Stock. The consummation of this Plan and the transactions herein contemplated
include the issuance of the exchanged WIN shares to the Shareholders, which
constitutes an offer and sale of securities under the Securities Act of 1933,
as amended, and applicable states' securities laws. Such transaction shall be
consummated in reliance on exemptions from the registration and prospectus
requirements of such statutes which depend interlace on the circumstances
under which the Shareholders acquire such securities. In connection with the
reliance upon exemptions from the registration and prospectus delivery
requirements for such transactions, at the Closing, Shareholders shall cause
to be delivered to WIN a Letter(s) of Investment Intent in the form attached
hereto as Exhibit B and incorporated herein by reference.
3.13 Undisclosed or Contingent Liabilities. WIN hereby represents and
warrants that it has no undisclosed or contingent liabilities which have not
been disclosed to Davki.
3.14 Information. The information concerning WIN set forth in this
Plan, and the WIN schedules attached hereto, are complete and accurate in all
material respects and do not contain, or will not contain, when delivered, any
untrue statement or a material fact or omit to state a material fact the
omission of which would be misleading to Davki in connection with this Plan.
3.15 Title and Related Matters. WIN has good and marketable title to
all of its properties, interests in properties, and assets, real and personal,
which are reflected, or will be reflected, in the WIN balance sheets, free and
clear of any and all liens and encumbrances.
3.16 Contracts or Agreements. WIN is not bound by any material
contracts, agreements or obligations which it has not already disclosed to
Davki.
3.17 Governmental Authorizations. WIN has all licenses, franchises,
permits and other government authorizations that are legally required to
enable it to conduct its business in all material respects as conducted on the
date hereof. Except for compliance with federal and state securities laws, no
authorization, approval, consent or order of, or registration, declaration, or
filing with, any court or other governmental body is required in connection
with the execution and delivery by WIN of this Plan and the consummation by
Davki of the transactions contemplated hereby.
3.18 Compliance with Laws and Regulations. WIN has complied with all
applicable statutes and regulations of any federal, state, or other applicable
jurisdiction or agency thereof, except to the extent that noncompliance would
not materially and adversely effect the business, operations, properties,
assets, or condition of WIN or except to the extent that noncompliance would
not result in the occurrence of any material liability, not otherwise
disclosed to Davki.
3.19 Approval of Plan. The Board of Directors of WIN has authorized the
execution and delivery of this Plan by WIN and have approved the Plan and the
transactions contemplated hereby. WIN has full power, authority, and legal
right to enter into this Plan and to consummate the transactions contemplated
hereby.
3.20 Investment Intent. WIN is acquiring the Davki shares to be
transferred to it under this Plan for investment and no with a view to the
sale or distribution thereof, and WIN has no commitment or present intention
to liquidate Davki or to sell or otherwise dispose of the Davki shares.
3.21 Unregistered Shares and Access to Information. WIN understands
that the offer and sale of the Davki shares have not been registered with or
reviewed by the Securities and Exchange Commission under the Securities Act of
1933, as amended, or with or by any state securities law administrator, and no
federal, state securities law administrator has reviewed or approved any
disclosure or other material concerning Davki or the Davki shares. WIN has
been provided with and reviewed all information concerning Davki, the Davki
shares as it has considered necessary or appropriate as a prudent and
knowledgeable investor to enable it to make
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an informed investment decision concerning the Davki shares. WIN has made an
investigation as to the merits and risks of its acquisition of the Davki
Shares and has had the opportunity to ask questions of, and has received
satisfactory answers from, the officers and directors of Davki concerning
Davki, the Davki shares and related matters, and has had an opportunity to
obtain additional information necessary to verify the accuracy of such
information and to evaluate the merits and risks of the proposed acquisition
of the Davki shares.
3.22 WIN Schedules. WIN has delivered to Davki the following items
listed below, hereafter referred to as the "WIN Schedules", which is hereby
incorporated by reference and made a part hereof. A certification executed by
a duly authorized officer of WIN on or about the date within the Plan is
executed to certify that the WIN Schedules are true and correct.
(a) Copy of Articles of Incorporation, as amended, and Bylaws;
(b) Financial statements;
(c) Shareholder list;
(d) Resolution of Directors approving Plan;
(e) Officer's Certificate as required under Section 6.2 of the
Plan;
(f) Opinion of counsel as required under Section 6.4 of the Plan;
(g) Certificate of Good Standing;
(h) Consent of Shareholders approving Plan;
Section 4
Representations, Warranties and Covenants of Davki
Davki represents and warrants to, and covenants with, the Shareholders
and WIN as follows:
4.1 Corporate Status. Davki is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware
incorporated on June 16, 1997. Davki has full corporate power and is duly
authorized, qualified, franchised, and licensed under all applicable laws,
regulations, ordinances, and orders of public authorities to own all of its
properties and assets and to carry on its business on all material respects as
it is now being conducted, and there is no jurisdiction in which the character
and location of the assets owned by it, or the nature of the business
transacted by it, requires qualification. Included in the Davki schedules
(defined below) are complete and correct copies of its Articles of
Incorporation and Bylaws as in effect on the date hereof. The execution and
delivery of this Plan does not, and the consummation of the transactions
contemplated hereby will not, violate any provision of Davki's
-6-
Articles of Incorporation or Bylaws. Davki has taken all action required by
law, its Articles of Incorporation, its Bylaws, or otherwise, to authorize the
execution and delivery of this Plan.
4.2 Capitalization. The authorized capital stock of Davki as of the
date hereof consists of 1,500 common shares. As of the date hereof all common
shares of Davki issued and outstanding are fully paid, non-assessable shares.
There are no outstanding options, warrants, or calls or any understanding,
agreements, commitments, contracts or promises with respect to the issuance of
Davki's common stock or with regard to any options, warrants or other
contractual rights to acquire any of Davki's authorized but unissued common
shares.
4.3 Subsidiaries. Davki has no subsidiaries.
4.4 Conduct of Business. Davki will use its best efforts to maintain
and preserve its business organization, employee relationships and goodwill
intact, and will not, without the prior written consent of WIN, enter into any
material commitments except in the ordinary course of business.
Davki agrees that Davki will conduct itself in the following manner
pending the Closing:
(a) Certificate of Incorporation and Bylaws. No change will be
made in the Certificate of Incorporation or Bylaws of Davki.
(b) Capitalization, etc. Davki will not make any change in its
authorized or issued shares of any class, declare or pay any dividend or other
distribution, or issue, encumber, purchase or otherwise acquire any of its
shares of any class.
4.6 Options, Warrants and Rights. Although Davki intends to enact and
put into effect various management and employee benefit plans in the near
future, as of the date hereof, Davki has no options, warrants or stock
appreciation rights related to the authorized but unissued Davki common stock.
There are no existing options, warrants, calls, or commitments of any
character relating to the authorized and unissued Davki common stock, except
options, warrants, calls, or commitments, if any, to which Davki is not a
party and by which it is not bound.
4.7 Title to Property. Davki has good and marketable title to all of
its properties and assets, real and personal, proprietary or otherwise, as
will be reflected in the balance sheets of Davki, and the properties and
assets of Davki are subject to no mortgage, pledge, lien or encumbrance,
unless as otherwise disclosed in its financial statements.
4.8 Litigation. There are no material actions, suits, or proceedings,
pending, or, to the best knowledge of Davki, threatened by or against or
effecting Davki at law or in equity, or before any governmental agency or
instrumentality, domestic or foreign, or before any arbitrator of any kind;
Davki does not have any knowledge of any default on its part with respect to
any judgment, order, writ, injunction, decree, warrant, rule, or regulation of
any court, arbitrator, or governmental agency or instrumentality.
-7-
4.9 Books and Records. From the date hereof, and for any reasonable
period subsequent thereto, Davki and its present management will (i) give to
the Shareholders and Davki, or their duly authorized representatives, full
access, during normal business hours, to all of its books, records, contracts
and other corporate documents and properties so that the Shareholders and
Davki, or their duly authorized representatives, may inspect them; and (ii)
furnish such information concerning the properties and affairs of Davki as the
Shareholders and Davki, or their duly authorized representatives, may
reasonably request. Any such request to inspect Davki's books shall be
directed to Davki's representative, at the address set forth herein under
Section 10.4 Notices.
4.10 Confidentiality. Until the Closing (and thereafter if there is no
Closing), Davki and its representatives will keep confidential any information
which they obtain from the Shareholders or from Davki concerning its
properties, assets and the proposed business operations of Davki. If the
terms and conditions of this Plan imposed on the parties hereto are not
consummated on or before 5:00 p.m. MST on July 31, 1997 or otherwise waived or
extended in writing to a date mutually agreeable to the parties hereto, Davki
will return to WIN all written matter with regard to WIN obtained in
connection with the negotiations or consummation of this Plan.
4.11 Investment Intent. The Shareholders represent and covenant that
they are acquiring the unregistered and restricted common shares of WIN to be
delivered to them under this Plan for investment purposes and not with a view
to the subsequent sale or distribution thereof, and as agreed, supra, the
Shareholders, their successors and assigns agree to execute and deliver to WIN
on the date of Closing or no later than the date on which the restricted
shares are issued and delivered to the Shareholders, their assigns, or
designees, an Investment Letter similar in form to that attached hereto as
Exhibit B.
4.12 Unregistered Shares and Access to Information. Davki and the
Shareholders understand that the offer and sale of WIN shares to be exchanged
for the Davki shares have not been registered with or reviewed by the
securities and Exchange Commission under the Securities Act of 1933, as
amended, or with or by any state securities law administrator, and no federal
or state securities law administrator has reviewed or approved any disclosure
or other material facts concerning WIN or WIN stock. Davki and the
Shareholders have been provided with and reviewed all information concerning
WIN and WIN shares, to be exchanged for the Davki shares as they have
considered necessary or appropriate as prudent and knowledgeable investors to
enable them to make informed investment decisions concerning the WIN shares,
to be exchanged for the Davki shares. Davki and the Shareholders have made an
investigation as to the merits and risks of their acquisition of the WIN
shares, to be exchanged for the Davki shares and have had the opportunity to
ask questions of, and have received satisfactory answers from, the officers
and directors of WIN concerning WIN post-split shares to be exchanged for the
Davki shares and related matters, and have had an opportunity to obtain
additional information necessary to verify the accuracy of such information
and to evaluate the merits and risks of the proposed acquisition of the WIN
shares to be exchanged for the Davki shares.
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4.13 Title to Shares. The Shareholders are the beneficial and record
owners, free and clear of any liens and encumbrances, of whatever kind or
nature, of all of the shares of Davki of whatever class or series, which the
Shareholders have contracted to exchange.
4.14 Contracts.
(a) Set forth in the Davki Schedules are copies or descriptions of
all material contracts which written or oral, all agreements, franchises,
licenses, or other commitments to which Davki is a party or by which Davki or
its properties are bound.
(b) Except as may be set forth in the Davki Schedules, Davki is not
a party to any contract, agreement, corporate restriction, or subject to any
judgment, order, writ, injunction, decree, or award, which materially and
adversely effect the business, operations, properties, assets, or conditions
of Davki.
(c) Except as set forth in the Davki Schedules, Davki is not a
party to any material oral or written (i) contract for employment of any
officer which is not terminable on 30 days (or less) notice; (ii) profit
sharing, bonus, deferred compensation, stock option, severance, or any other
retirement plan of arrangement covered by Title IV of the Employee Retirement
Income Security Act, as amended, or otherwise covered; (iii) agreement
providing for the sale, assignment or transfer of any of its rights, assets or
properties, whether tangible or intangible, except sales of its property in
the ordinary course of business with a value of less than $2,000; or (iv)
waiver of any right of any value which in the aggregate is extraordinary or
material concerning the assets or properties scheduled by Davki, except for
adequate value and pursuant to contract. Davki has not entered into any
material transaction which is not listed in the Davki Schedules or reflected
in the Davki financial statements.
4.15 Material Contract Defaults. Davki is not in default in any
material respect under the terms of any contract, agreement, lease or other
commitment which is material to the business, operations, properties or
assets, or condition of Davki, and there is no event of default or event
which, with notice of lapse of time or both, would constitute a default in any
material respect under any such contract, agreement, lease, or other
commitment in respect of which Davki has not taken adequate steps to prevent
such default from occurring, or otherwise compromised, reached a satisfaction
of, or provided for extensions of time in which to perform under any one or
more contract obligations, among others.
4.16 Conflict with Other Instruments. The consummation of the within
transactions will not result in the breach of any term or provision of, or
constitute a default under any indenture, mortgage, deed of trust, or material
agreement or instrument to which Davki was or is a party, or to which any of
its assets or operations are subject, and will not conflict with any provision
of the Articles of Incorporation or Bylaws of Davki.
4.17 Governmental Authorizations. Davki has all licenses, franchises,
permits and other government authorizations that are legally required to
enable it to conduct its business in all material respects as conducted on the
date hereof. Except for compliance with federal and state
-9-
securities laws, no authorization, approval, consent or order of, or
registration, declaration, or filing with, any court or other governmental
body is required in connection with the execution and delivery by Davki of
this Plan and the consummation by Davki of the transactions contemplated
hereby.
4.18 Compliance with Laws and Regulations. Davki has complied with all
applicable statutes and regulations of any federal, state, or other applicable
jurisdiction or agency thereof, except to the extent that noncompliance would
not materially and adversely effect the business, operations, properties,
assets, or condition of Davki or except to the extent that noncompliance would
not result in the occurrence of any material liability, not otherwise
disclosed to WIN.
4.19 Approval of Plan. The Board of Directors of Davki have authorized
the execution and delivery of this Plan by Davki and have approved the Plan
and the transactions contemplated hereby. Davki has full power, authority,
and legal right to enter into this Plan and to consummate the transactions
contemplated hereby.
4.20 Information. The information concerning Davki set forth in this
Plan, and the Davki Schedules attached hereto, are complete and accurate in
all material respects and do not contain, or will not contain, when delivered,
any untrue statement or a material fact or omit to state a material fact the
omission of which would be misleading to WIN in connection with this Plan.
4.21 Davki Schedules. Davki has delivered to WIN the following items
listed below, hereafter referred to as the "Davki Schedules", which is hereby
incorporated by reference and made a part hereof. A certification executed by
a duly authorized officer of Davki on or about the date within the Plan is
executed to certify that the Davki Schedules are true and correct.
(a) Copy of Articles of Incorporation and Bylaws;
(b) Financial Statements
(c) Resolution of Board of Directors approving Plan;
(d) Consent of Shareholders approving Plan;
(e) A list of key employees, including current compensation,
with notation as to job description and whether or not such employee is
subject to written contract, and if subject to a contract or employment
agreement, a copy of the same;
(f) A schedule showing the name and location of each bank or
other institution with which Davki has an account and the names of the
authorized persons to draw thereon or having access thereto;
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(g) A schedule setting forth the shareholders, together with the
number of shares owned beneficially or of record by each (also attached as
Exhibit A);
(h) Officer's Certificate as required by Section 7.2 of the
Plan;
(i) Certificate of Good Standing.
Section 5
Special Covenants
5.1 Davki Information Incorporated in WIN's Reports. Davki represents
and warrants to WIN that all the information furnished under this Plan shall
be true and correct in all material respects and that there is no omission of
any material fact required to make the information stated not misleading.
Davki agrees to indemnify and hold WIN harmless, including each of its
Directors and Officers, a and each person, if any, who controls such party,
under any applicable law from and against any and all losses, claims, damages,
expenses or liabilities to which any of them may become subject under
applicable law, or reimburse them for any legal or other expenses reasonably
incurred by them in connection with investigating or defending any such
actions, whether or not resulting in liability, insofar as such losses,
claims, damages, expenses, liabilities or actions arise out of or are based on
any untrue statement, alleged untrue statement, or omission of a material fact
contained in such information delivered hereunder.
5.2 Special Covenants and Representations Regarding the Exchanged WIN
Stock. The consummation of this Plan and the transactions herein
contemplated, including the issuance of the WIN shares in exchange for all of
the issued and outstanding shares of Davki to the Shareholders constitutes the
offer and sale of securities under the Securities Act and the applicable state
statutes, which depend, inter alia, on the circumstances under which the
Shareholders acquire such securities. WIN intends to rely on the exemption of
the registration provision of Section 5 of the Securities Act as provided for
under Section 4.2 of the Securities Act of 1933, which states "transactions
not involving a public offering", among others. Each Shareholder upon
submission of his Davki shares and the receipt of the WIN post-split shares
exchanged therefor, shall execute and deliver to WIN a letter of investment
invent to indicate, among other representations, that the Shareholder is
exchanging the Davki shares for WIN post-split shares for investment purposes
and not with a view to the subsequent distribution thereof. A proposed
Investment Letter is attached hereto as Exhibit B and incorporated herein by
reference for the general use by the Shareholders, as they may determine.
5.3 Action Prior to Closing. Upon the execution hereof until the
Closing date, and the completion of the consolidated audited financials,
(a) Davki and WIN will (i) perform all of its obligations under
material contracts, leases, insurance policies and/or documents relating to
its assets and business; (ii) use its best efforts to maintain and preserve
its business organization intact, to retain its key employees, and to maintain
its relationship with existing potential customers and clients; and (iii)
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fully comply with and perform in all material respects all duties and
obligations imposed on it by all federal and state laws and all rules,
regulations, and orders imposed by all federal or state governmental
authorities.
(b) Neither Davki nor WIN will (i) make any change in its Articles
of Incorporation or Bylaws except and unless as contemplated pursuant to
Section 3 of this Plan; (ii) enter into or amend any contract, agreement, or
other instrument of the types described in the parties' schedules, except that
a party may enter into or amend any contract or other instrument in the
ordinary course of business involving the sale of goods or services, provided
that such contract does not involve obligations in excess of $5,000.
Section 6
Conditions Precedent to Obligations of
Davki and the Shareholders
All obligations of Davki and the Shareholders under this Plan are subject
to the satisfaction, on or before the Closing date, except as otherwise
provided for herein, or waived or extended in writing by the parties hereto,
of the following conditions:
6.1 Accuracy of Representations. The representations and warranties
made by WIN in this Plan were true when made and shall be true as of the
Closing date (except for changes therein permitted by this Plan) with the same
force and effect as if such representations and warranties were made at and as
of the Closing date; and, WIN shall have performed and complied with by WIN
prior to the Closing, unless waived or extended in writing by the parties
hereto. Davki shall have been furnished with a certificate, signed by a duly
authorized executive officer of WIN and dated the Closing date, to the
foregoing effect.
6.2 Officers' Certificate. Davki and the Shareholders shall have been
furnished with a certificate dated the Closing date and signed by a duly
authorized executive officer of WIN, to the effect that no litigation,
proceeding, investigation, or inquiry is pending, or to the best knowledge of
WIN, threatened, which might result in an action to enjoin or prevent the
consummation of the transactions contemplated by this Plan, or which might
result in any material adverse change in the assets, properties, business, or
operations of WIN.
6.3 No Material Adverse Change. Prior to the Closing date, there shall
have not occurred any material adverse change in the final condition, business
or operations of WIN, nor shall any event have occurred which, with lapse of
time or the giving of notice or both, may cause or create any material adverse
change in the financial condition, business or operations of WIN, except as
otherwise disclosed to Davki.
6.4 Opinion of Counsel of WIN. WIN shall furnish to Davki and the
Shareholders an opinion dated as of the Closing date and in form and substance
satisfactory to Davki and the Shareholders to the effect that:
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(a) WIN is a corporation duly organized, validly existing, and in
good standing under the laws of the State of Nevada, and with all requisite
corporate power to perform its obligations under this Plan.
(b) The business of WIN, as presently conducted, including, upon
the consummation hereof, the ownership of all of the issued and outstanding
shares of Davki, does not require it to register it to do business as a
foreign corporation on any jurisdiction other than under the jurisdiction of
its Articles of Incorporation or Bylaws and WIN has complied to the best of
its knowledge in all material respects with all the laws, regulations,
licensing requirements and orders applicable to its business activities and
has filed with the proper authorities, including the Department of Commerce,
Division of Corporations, and Secretary of State for the State of Nevada, all
statements and reports required to be filed.
(c) The authorized and outstanding capital stock of WIN as set
forth in Section 3.2 above, and all issued and outstanding shares have been
duly and validly authorized and issued and are fully paid and non-assessable.
(d) There are no material claims, suits or other legal proceedings
pending or threatened against WIN of any court or before or by any
governmental body which might materially effect the business of WIN or the
financial condition of WIN as a whole and no such claims, suits or legal
proceedings are contemplated by governmental authorities against WIN.
(e) To the best knowledge of such counsel, the consummation of the
transactions contemplated by this Plan will not violate or contravene the
provisions of the Certificate of Incorporation or Bylaws of WIN, or any
contract, agreement, indenture, mortgage, or order by which WIN is bound.
(f) This Plan constitutes a legal, valid and binding obligation of
WIN enforceable in accordance with its terms, subject to the effect of any
bankruptcy, insolvency, reorganization, moratorium, or similar law effecting
creditors' rights generally and general principles of equity (regardless of
whether such principles are considered in a proceeding in equity or law).
(g) The execution and delivery of this Plan and the consummation of
the transactions contemplated hereby have been ratified by a majority of the
Shareholders of WIN and have been duly authorized by its Board of Directors.
6.5 Good Standing. Davki shall have received a Certificate of Good
Standing from the State of Nevada, dated within ninety (90) days prior to
Closing, but in no event later than ten days subsequent to the execution
hereof certifying that WIN is in good standing as a corporation in the State
of Nevada.
6.6 Other Items. Davki and the Shareholders shall have received such
further documents, certifications or instruments relating to the transactions
contemplated hereby as Davki and the Shareholders may reasonably request.
-13-
Section 7
Conditions Precedent to Obligations of WIN
All obligations of WIN under this Plan are subject, at its option, to the
fulfillment, before the Closing, of each of the following conditions:
7.1 Accuracy of Representations. The representations and warranties
made by Davki and the Shareholders under this Plan were true when made and
shall be true as of the Closing date (except for changes therein permitted by
this Plan) with the same force and effect as if such representations and
warranties were made at and as of the Closing date; and, WIN shall have
performed and complied with by Davki prior to the Closing, unless waived or
extended in writing by the parties hereto. WIN shall have been furnished with
a certificate, signed by a duly authorized executive officer of Davki and
dated the Closing date, to the foregoing effect.
7.2 Officers' Certificate. WIN shall have been furnished with a
certificate dated the Closing date and signed by a duly authorized executive
officer of Davki, to the effect that no litigation, proceeding, investigation,
or inquiry is pending, or to the best knowledge of Davki, threatened, which
might result in an action to enjoin or prevent the consummation of the
transactions contemplated by this Plan, or which might result in any material
adverse change in the assets, properties, business, or operations of Davki.
7.3 No Material Adverse Change. Prior to the Closing date, there shall
have not occurred any material adverse change in the final condition, business
or operations of WIN, nor shall any event have occurred which, with lapse of
time or the giving of notice or both, may cause or create any material adverse
change in the financial condition, business or operations of Davki, except as
otherwise disclosed to WIN.
7.4 Good Standing. WIN shall have received a Certificate of Good
Standing from the State of Delaware, dated within ninety (90) days prior to
Closing, but in no event later than ten days subsequent to the execution
hereof certifying that Davki is in good standing as a corporation in the State
of Delaware.
7.5 Dissenters' Rights Waived. The Shareholders of Davki, and each of
them, have agreed and hereby waive any dissenters' rights, if any, under the
laws of the State of Delaware in regards to any objection to this Plan as
outlined herein and otherwise consent to and agree and authorize the execution
and consummation of the within Plan in accordance to the terms and conditions
of this Plan by the management of Davki.
7.6 Other Items. WIN shall have received such further documents,
certifications or instruments relating to the transactions contemplated hereby
as WIN may reasonably request.
7.7 Execution of Investment Letter. The Shareholders shall have
executed and delivered copies of Exhibit B to WIN.
-14-
Section 8
Termination
8.1 Termination by Davki or the Shareholders. This Plan may be
terminated at any time prior to the Closing date by action of Davki or the
Shareholders, if WIN shall fail to comply in any material respect with any of
the covenants or agreements contained in this Plan, or if any of its
representations and warranties contained herein shall be inaccurate in any
material respect.
8.2 Termination by WIN. This Plan may be terminated at any time prior
to the Closing date by action of WIN if Davki shall fail to comply in any
material respect with any of the covenants or agreements contained in this
Plan, or if any of its representations or warranties contained herein shall be
inaccurate in any material respect.
8.3 Termination by Mutual Consent
(a) This Plan may be terminated at any time prior to the Closing
date by mutual consent of WIN, expressed by action of its Board of Directors,
Davki or the Shareholders.
(b) If this Plan is terminated pursuant to Section 8, this Plan
shall be of no further force and effect and no obligation, right or liability
shall arise hereunder. Each party shall bare its own costs in connection
herewith.
Section 9
Shareholders' Representative
The Shareholders hereby irrevocably designate and appoint David C.
Skinner, Jr. as their agent and attorney in fact (the "Shareholders'
Representative") with full power and authority until the Closing to execute,
deliver and receive on their behalf all notices, requests and other
communications hereunder; to fix and alter on their behalf the date, time and
place of the Closing; to waive, amend or modify any provisions of this Plan
and to take such other action on their behalf in connection with this Plan,
the Closing and the transactions contemplated hereby as such agent deems
appropriate; provided, however, that no such waiver, amendment or modification
may be made if it would decrease the number of shares to be issued to the
Shareholders under Section 1 hereof or increase the extent of their obligation
to WIN hereunder, unless agreed in writing by the Shareholders.
Section 10
General Provisions
10.1 Further Assurances. At any time, and from time to time, after the
Closing date, 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 the Plan.
-15-
10.2 Payments of Estimated Costs and Fees. WIN and Davki mutually
determine and agree that Davki shall pay the estimated costs and fees incurred
in connection with the execution and consummation of the Plan.
10.3 Press Release and Shareholders' Communications. On the date of
Closing, or as soon thereafter as practicable, Davki and the Shareholders
shall cause to have promptly prepared and disseminated a news release
concerning the execution and consummation of the Plan, such press release and
communication to be released promptly and within the time required by the
laws, rules and regulations as promulgated by the United States Securities and
Exchange Commission, and concomitant therewith to cause to be prepared a full
and complete letter to WIN's shareholders which shall contain information
required by Regulation 240.14f-1 as promulgated under Section 14(f) as
mandated under the Securities and Exchange Act of 1934, as amended.
10.4 Notices. All notices and other communications required or
permitted hereunder shall be sufficiently given if personally delivered, sent
by registered mail, or certified mail, return receipt requested, postage
prepaid, or by facsimile transmission addressed to the following parties
hereto or at such other addresses as follows:
If to WIN: Winners Internet Network, Inc.
215 South State Street, Suite 1100
Salt Lake City, Utah 84111
With a copy to: Daniel W. Jackson, Esq.
215 South State #1100
Salt Lake City, Utah 84111
If to Davki: The Davki Agency Ltd., Inc.
15 8th Street
St. Augustine, Florida 32084
If to the Shareholders: David C. Skinner, Jr.
10 Saragossa Street
St. Augustine, Florida 32084
or at such other addresses as shall be furnished in writing by any party in
the manner for giving notices hereunder, and any such notice or communication
shall be deemed to have been given as of the date so delivered, mailed, sent
by facsimile transmission, or telegraphed.
10.5 Entire Agreement. This Plan represents the entire agreement
between the parties relating to the subject matter hereof, including any
previous letters of intent, understandings, or agreements between WIN, Davki
and the Shareholders with respect to the subject matter hereof, all of which
are hereby merged into this Plan, which alone fully and completely expresses
the agreement of the parties relating to the subject matter hereof. Excepting
-16-
the foregoing agreement, there are no other courses of dealing,
understandings, agreements, representations, or warranties, written or oral,
except as set forth herein.
10.6 Governing Law. This Plan shall be governed by and construed and
enforced in accordance with the laws of the State of Utah, except to the
extent preempted by federal law, in which event (and to that extent only)
federal law shall govern.
10.7 Tax Treatment. The transaction contemplated by this Plan is
intended to qualify as a "tax-free" reorganization under the provisions of
Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended. Davki
and WIN acknowledge, however, that each are being represented by their own tax
advisors in connection with this transaction, and neither has made any
representations or warranties to the other with respect to treatment of such
transaction or any part or effect thereof under applicable tax laws,
regulations or interpretations; and no attorney's opinion or tax revenue
ruling has been obtained with respect to the tax consequences of the
transactions contemplated by the within Plan.
10.8 Attorney Fees. In the event that any party prevails in any action
or suit to enforce this Plan, or secure relief from any default hereunder or
breach hereof, the nonprevailing party or parties shall reimburse the
prevailing party or parties for all costs, including reasonable attorney fees,
incurred in connection therewith.
10.9 Amendment of Waiver. Every right and remedy provided herein shall
be cumulative with every other right and remedy, whether conferred herein, at
law or in equity, and may be enforced concurrently or separately, and no
waiver by any party of the performance of any obligation by the other shall be
construed as a waiver of the same or any other default then, therefore, or
thereafter occurring or existing. Any time prior to the expiration of thirty
(30) days from the date hereof, this Plan may be amended by a writing signed
by all parties hereto, with respect to any of the terms contained herein, and
any term or condition of this Plan may be waived or the time for performance
thereof may be extended by a writing signed by the party or parties for whose
benefit the provision is intended.
10.10 Counterparts. This Plan may be executed in any number of
counterparts, each of which when executed and delivered shall be deemed to be
an original, and all of which together shall constitute one and the same
instruments.
10.11 Headings. The section and subsection headings in this Plan are
inserted for convenience only and shall not effect in any way the meaning or
interpretation of the Plan.
10.12 Parties in Interest. Except as may be otherwise expressly
provided herein, all terms and provisions of this Plan shall be binding upon
and inure to the benefit of the parties hereto and their respective heirs,
beneficiaries, personal and legal representatives, and assigns.
IN WITNESS WHEREOF, the parties have executed this Plan and Agreement of
Reorganization effective the day and year first set forth above.
-17-
WINNERS INTERNET NETWORK, INC.
Attest:
/s/ John W. Peters
_____________________ By: _________________________________
Its President
THE DAVKI AGENCY LTD., INC.
Attest:
/s/ David C. Skinner, Jr.
_____________________ By: __________________________________
Its President
SHAREHOLDERS:
Attest:
/s/ David C. Skinner, Jr.
_____________________ By____________________________________
David C. Skinner, Jr.
Attest:
/s/ Kimberly A. Stein
_____________________ By______________________________________
Kimberly A. Stein
Attest:
/s/ Charles E. Scott
_____________________ By______________________________________
Charles E. Scott
Attest:
/s/ Sandra K. Varney
_____________________ By___________________________________
Sandra K. Varney
Attest:
/s/ PHI Mutual Ventures, Inc.
_____________________ By______________________________________
PHI Mutual Ventures, Inc.
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Attest:
/s/ Harley Investments, Inc.
_____________________ By________________________________
Harley Investments, Inc.
Attest:
/s/ J.V.O. Consulting, Inc.
_____________________ By__________________________________
J.V.O. Consulting, Inc.
Attest:
/s/ Gregory Fox
_____________________ By__________________________________
Gregory Fox
Attest:
/s/ Jason Fox
_____________________ By___________________________________
Jason Fox
-4-
Continued......
CFG Consulting Agreement
http://www.freeedgar.com/search/ViewFilings.asp?CIK=1045181&...
Letterhead of Columbia Financial Group appears here
1301 York Road, Suite 400, Lutherville, MD 21093
Tel: (410) 321 1799 Fax: (410) 321 1753, 888 301 6271
www.cfgstocks.com:
CONSULTANT AGREEMENT
Columbia Financial Group is an investor relations, direct marketing,
publishing, public relations ans advertising firm with expertise in the
dissemination of information about publicly traded companies. Also in the
business of providing investor relations services, public relations services,
publishing, advertising services, fulfillment services, as well as internet
related services.
Agreement made this 15th day of December, 1998, between Winners Internet
Network, Inc. (hereinafter referred to as "Corporation"), and Columbia
Financial Group, Inc. (hereinafter referred to as "Consultant"):
Recitals:
The Corporation desires to engage the services of the Consultant to
perform for the Corporation consulting services regarding all phases of the
Corporation's "Public Relations" to include direct investor relations and
broker/dealer relations as such may pertain to the operation of the
Corporation's business.
The Consultant desires to consult with the Board of Directors, the
Officers of the Corporation, and certain administrative staff members of the
Corporation, and to undertake for the Corporation consultation as to the
company's investor relations activities involving corporate relations and
relationships with various broker/dealers involved in the regulated securities
industry.
AGREEMENT
1. The respective duties and obligations of the contracting parties shall
be for a period of fifteen (15) months commencing on the date first appearing
above. This Agreement may be terminated by either parties only in accordance
with the terms and conditions set forth in Paragraph 7.
Services Provided by Consultant
2. Consultant will provide consulting services in connection with the
Corporation's "public relations" dealings with NASD broker/dealer and the
investing public. (At no time shall the Consultant provide services which
would require consultant to be registered and licensed with any federal or
state regulatory body of self-regulating agency.) During the term of this
Agreement, Consultant will provide those services customarily provided by an
investor relations firm to a Corporation, including but not limited to the
following:
(1) Aiding a Corporation in developing a marketing plan directed at
informing the investing public as to the business of the Corporation; and
(2) Providing assistance and expertise in devising an advertising campaign
in conjunction with the marketing campaign as set forth in (a) above; and
(3) Advise the Corporation and provide assistance in dealing with
institutional investors as it pertains to the Company's offerings of its
securities; and
(4) Aid and assist the Corporation in the Corporation's efforts to secure
"market makers" which will trade the Corporation's stock to the public by
providing such information as may be required.
(5) Aid and advise the Corporation in establishing a means of securing
nationwide interst in the Corporation's securities; and
(6) Aid and Assist the Corporation in creating a "web site"; and
(7) Aid and assist the Corporation in creating an "institutional site
program" to provide ongoing and continuos information to fund managers; and
(8) Aid and consult with the Corporation in the preparation and
dissemination of press releases and news announcements; and
(9) Aid and consult with the Corporation in the preparation and
dissemination of all "due diligence" packages requested by and furnished to
NASD registered broker/dealers, the investing public, and/or other
institutional and/or fund managers requesting such information from the
Corporation; and
Compensation
3. In consideration for services provided by Consultant to the Corporation
the Corporation shall pay or cause to be delivered to the Consultant on the
execution of this agreement or as otherwise provided by the following:
A. 500,000 shares of restricted common stock to be issued out of Company's
Treasury.
B. The 400,000 warrants issued to Columbia Financial Group, Inc. under
previous contracts remain unchanged from the format listed below.
The warrants are to be issued with the following exercise prices, and/or
3 year warrants dated from April 1, 1998.
150,000 at .25 share
100,000 at .635 share
100,000 at 1.00 share
50,000 at 1.25 share
Compliance
4. In the event the shares of the Corporation are not presently trading on
any recognized market, the said shares delivered by Corporation to Consultant
will, at that particular time, be "free trading," or, if a registration is
contemplated, the shares shall have "piggy back" registration rights and will,
at the expense of the Corporation, be included in said registration.
Representation of Corporation
5. (a). The Corporation, upon entering this Agreement, hereby warrants and
guarantees to the Consultant that all statements, either written or oral, made
by the Corporation to the Consultant are true and accurate, and contain no
misstatements of a material fact. The Corporation acknowledges that the
information it delivers to the Consultant will be used by the Consultant in
preparing materials regarding the Company's business, including but not
limited to, its financial condition, for dissemination to the public.
Therefore, in accordance with Paragraph 6, below, the Corporation shall hold
harmless the Consultant from any and all error, omissions, misstatements,
except those made in a negligent or intentionally misleading manner in
connection with all information furnished by Corporation to Consultant, in
accordance with and pursuant to the terms and conditions of this
Agreement for whatever purpose or purposes the Consultant sees fit to use said
information. The Corporation further represents and warrants that as to all
matters set forth within this Agreement, the Corporation has had independent
legal counsel to advise the Corporation of all matters concerning, but not
necessarily limited to, corporate law, corporate relations, investor
relations, all matters concerning and in connection with Company's activities
regarding the Securities Act of 1933 and 1934, and state Blue Sky laws.
1. Authorized: _____________________ shares.
2. Issued:__________________________ shares.
3. Outstanding: ____________________ shares.
4. Free trading (float): ___________ shares (approx.)
5. Shares subject to Rule 144 restrictions: ____________ shares (approx.)
Limited Liability
6. With regard to the services to be performed by the Consultant pursuant to
the terms of this Agreement, the Consultant shall not be liable to the
corporation, or to anyone who may claim any right due to any relationship with
the Corporation, or any acts or omissions in the performance of services on
the part of the Consultant, or on the part of the agents or employees of the
Consultant, except when said acts or omissions of the Consultant are due to
its willful misconduct or culpable negligence.
Termination
7. This Agreement may be terminated by either party upon the giving of not
less than sixty (60) days written notice, delivered to the parties at such
address or addresses as set forth in Paragraph 9, below. In the event this
Agreement is terminated by the Corporation, all compensation paid by
Corporation to the Consultant shall be deemed earned. In the event this
Agreement is terminated by Consultant, a portion of the compensation paid by
Corporation to Consultant shall be "back-charged" to Consultant, and payable
to the Corporation as follows:
(a) In the event the Agreement is terminated by the Consultant in months 1
through 6, Consultant shall repay to Corporation two thirds (2/3rds) of the
fees paid pursuant to Paragraph 3 above.
(b) In the event the Consultant terminates this Agreement during months 7
through 10, the Corporation shall be entitled to a return of fifth percent
(50%) of the fees paid in accordance with Paragraph 3 above; thereafter, all
fees paid shall be deemed earned.
(c) In the event of a termination by either party, any repayment of funds or
stock due from Consultant to Corporation may be paid either in cash or the
equivalent number of shares of the Corporation received by Consultant from the
Corporation in accordance with Paragraph 3 above, payable at the option of the
Consultant. The valuation of said shares for purposes of repayment of shares,
shall be the bid price of said shares are tendered back to the Corporation.
If there is no bid price, then the price shall be agreed to, by separate
writing to be determined by the parties upon the execution of this Agreement.
Notices
8. Notices to be sent pursuant to the terms and conditions of this Agreement,
shall be sent as follows:
Attorneys' Fees
In the event any litigation or controversy, including arbitration, arises
out of or in connection with this Agreement between parties hereto, the
prevailing party in such litigation, arbitration or controversy, shall be
entitled to recover from the other parties, all reasonable attorney's fees,
expenses and suit costs, including those associated within the appellate or
post judgement collection proceedings.
Arbitration
10. In connection with any controversy or claim arising out of or relating to
this Agreement, the parties hereto agree that such controversy shall be
submitted to arbitration, in conformity with the Federal Arbitration Act
(Section 9 U.S. Code Section 901 et seq), and shall be conducted in accordance
with the Rules of the American Arbitration Association. Any judgment rendered
as a result of the arbitration of any dispute herein, shall upon being
rendered by the arbitrators be submitted to a Court of competent jurisdiction
within the State of Florida or in any state where a party to this action
maintains its principal business or is a Corporation incorporated in said
state.
Governing Law
11. This Agreement shall be construed under and in accordance with the laws
of the State of New Jersey, and all parties hereby consent to New Jersey as
the proper jurisdiction for said proceedings provided herein.
Parties Bound
12. This Agreement shall be binding on and inure to the benefit of the
contracting parties and their respective heirs, executors, administrations,
legal representatives, successors, and assigns when permitted by this
Agreement.
Legal Construction
13. In case any one or more of the provisions contained in this Agreement
shall for any reason be held to be invalid, illegal, or unenforceable in any
respect, the invalidity, illegality, or unenforceability shall not affect any
other provision, and this Agreement shall be construed as if the invalid,
illegal, or unenforceable provision had never been contained in it.
Prior Agreements Superseded
14. This Agreement constitutes the sole and only Agreement of the contracting
parties and supersedes any prior understandings or written or oral agreements
between the respective parties. Further, this Agreement may only be modified
or changed by written agreement signed by all the parties hereto.
Multiple Copies or Counterparts of Agreement
15. The original and one or more copies of this Agreement may be executed by
one or more of the parties hereto. In such event, all of such executed copies
shall have the same force and effect as the executed original, and all of such
counterparts taken together shall have the effect of a fully executed
original. Further this Agreement may be signed by the parties and copies
hereof delivered to each party by way of facsimile transmission, and such
facsimile copies shall be deemed original copies for all purposes if original
copies of the parties' signatures are not delivered.
Liability of Miscellaneous Expenses
16. The Corporation shall be responsible to any miscellaneous fees and costs
approved in writing prior by the Company or its agents to commitment that are
unrelated to the agreement made between the Parties.
Headings
16. Headings used throughout this Agreement are for reference and
convenience, and in no way define, limit or describe the scope or intent of
this Agreement or effect its provisions.
IN WITNESS WHEREOF, the parties have set their hands and seal as of the
date written above.
BY: /s/ Timothy J. Rieu
-------------------
Timothy J. Rieu, President
Columbia Financial Group
BY: /s/ David Skinner, Jr. President
--------------------
David Skinner Jr., President
Winners Internet Network, Inc.
Lease for 145 Oviedo St.
http://www.freeedgar.com/search/ViewFilings.asp?CIK=1045181&...
LEASE AGREEMENT
THIS LEASE is made between CHARLES FAZIO, SR., hereafter called "Lessor,"
whose address for purposes of notice under this lease in 1540 Chagrin Road,
Gates Mills, Ohio 44040 and Winner Internet Network, Inc., hereinafter called
"Lessee," whose address for purposes of notice under this lease is 10
Saragossa Street, St. Augustine, Florida 32084.
The parties agree as follows:
1. AGREEMENT TO LEASE: DESCRIPTION OF THE PROPERTY. The Lessor leases to the
Lessees, and the Lessee rents from the Lessor, the improved commercial real
property located at 145 Oviedo Street, St. Augustine, Florida 32084.
2. TERM OF LEASE. The term of this lease shall begin at 12:01 a.m. on 4/13,
1999 and end at 12:00 midnight on 3/30, 2001 on the last day of the three
years.
3. RENTAL. Lessee agrees to pay Lessor as rent the sum of $1,683.00 per
month during the three year rental term, at the address set forth above, or at
any other address the Lessor may designate to the Lessee in writing, plus
applicable Sales Tax, all paid in lawful money of the United States of
America.
Said rent shall be due in advance on the same date of each month during the
term of the Lease, that date being described above as the first date of the
Lease Term. Said rent shall be five percent of the total amount of the rent
due shall be added for payments made after the 5th day of the month. In the
event the check used to pay the monthly rent is returned for insufficient
funds, a five percent charge shall be due as a returned check fee. A
security deposit in the amount of $1,000.00 shall be payable no later than
the date of the execution of this Lease Agreement and shall be maintained by
the Lessor or his agent in a non-interest bearing account.
4. TAXES. Lessor shall be responsible for the payment of all municipal,
county, and/or state ad valorem taxes assessed during the term of this lease
on the leased real property. Lessee shall pay any taxes levied against the
personal property of the Lessee in and about the premises.
5. SUBORDINATION. This Lease and all rights of Lessee under it are and shall
be subject to and subordinate to the rights of any mortgage holder now or
hereafter having a security interest in the Leased Premises or any other
encumbrances Lessor desires to place on the property.
6. LESSEE'S COVENANTS. Lessee further covenants and agrees as follows:
a. To pay the rent and every installment of it when it comes due; to commit
or permit no waste or damages to the premises; to conduct or permit no
business or act that is a nuisance or may be in violation of any federal,
state, or local law or ordinance; to surrender the premises on expiration or
termination of this lease in clean condition and good repair, normal wear and
tear excepted, provided, however, that all alterations, additions, and
improvements permanently attached and made by Lessee shall become and remain
the property of Lessor on the termination of Lessee's occupancy of the
premises.
b. To use the premises in a careful and proper manner as a professional
office. The operation of the premises shall be in accordance with all
ordinances, laws, rules and regulations established by each government entity
having jurisdiction over the use and/or operation of the premises.
c. To pay all costs of fuel, electricity and telephone, utilities used on the
premises. The accounts for all such utilities shall be held in the name of
the Lessee.
d. To maintain at all times during the lease term, at Lessee's cost, a
comprehensive public liability insurance policy protecting Lessor against all
claims or demands that may arise or be claimed on account of Lessee's use of
the premises, in an amount of at least Florida State Minimum for injuries to
persons in one accident. Florida State Minimum for injuries to any one
person, and Florida State Minimum for damages to property. The insurance
shall be written by a company or companies acceptable to Lessor, authorized to
engage in the business of general liability insurance in the State of Florida.
Lessee shall deliver to Lessor annual certificate demonstrating that insurance
is paid up and copies of the insurance policies issued by the insurance
companies. At its option, Lessor may request Lessee to obtain a certified
statement by each insurance carrier containing a clause providing that the
insurance carrier will give Lessor thirty (30) days written notice before any
cancellation shall be effective. The insurance policies shall be provided by
Lessee and shall be for a period of at least one year. If Lessee fails to
furnish policies or certificates showing policies to be paid in full as
provided in this lease. Lessor may obtain the insurance, and the premiums on
that insurance will be deemed additional rental to be paid by Lessee to Lessor
on demand.
e. To indemnify and hold harmless Lessor and the leased premises from all
costs, losses, damages, liabilities, expenses, penalties, and fines whatsoever
that may arise from or be claimed against Lessor or the leased premises by any
person or persons for any injury to person or property or property or damage
of whatever kind or character arising from: the use or occupancy of the leased
premises by Lessee; from any neglect or fault of Lessee or the agents and the
employee of Lessee to comply and conform with all laws, statutes, ordinances,
rules and regulations or any governmental body or subdivision now or hereafter
in force. If any lawsuit or proceeding shall be brought against Lessor or the
leased premises on account of any alleged violations or failure to comply and
conform or on account of any damage, omission, neglect, or use of the premises
by Lessee, the agents and employees of Lessee, or any other person on the
premises, Lessee agrees that Lessee or any other person on the premises will
defend it, pay whatever judgments may be recovered against Lessor or against
the premises on account of it, and pay for all attorneys' fees in connection
with it, including attorneys, fees on appeal.
f. To make no alterations in or additions or improvements to; install any
equipment in, or maintain signs advertising its business on the premises
without, in each case, obtaining the written consent of Lessor which shall not
be unreasonably withheld. Lessee agrees that Lessee will hold Lessor harmless
against all expenses, liens, claims, and damages to either property or person
that may or might arise because any repairs, alterations, additions, or
improvements are made.
7. LESSOR'S COVENANTS. Lessor covenants and agrees as follows:
a. To warrant and defend Lessee in the enjoyment and peaceful possession of
the premises during the aforesaid term, and to execute such documents as are
necessary to authorize Lessee to apply for and obtain those permits necessary
to operate the premises for the use specified herein.
b. To pay the costs of water and sewer service, lawn maintenance and pest
control.
8. DEFAULT IN PAYMENT OF RENT. If any rent required by this Lease is not
paid when due, Lessor will have the option to:
a. Terminate this lease, resume possession of the property, and recover
immediately from Lessee the difference between the rent specified in the Lease
and the fair rental value of the property for the remainder of the term,
reduced to present worth; or
b. Resume possession and release or rent the property for the remainder of
the term for the account of Lessee and recover from Lessee at the end of the
term or at the time each payment of rent comes due under this lease, whichever
Lessor may choose, the difference between the rent specified in the lease and
the rent received on the releasing or renting.
c. Upon termination Lessee shall promptly remove any personal property placed
upon the premises and leave the premises in a good and clean condition.
9. DEFAULTS OTHER THAN RENT. If either Lessor or Lessee fails to perform or
breaches any agreement on this Lease other than the agreement of Leases to pay
rent, and this failure or breach continues for ten days after a written notice
specifying the required performance has been given to the party failing to
perform, (a) the party giving notice may institute action in a court of
competent jurisdiction to terminate this lease or to complete performance of
the agreement; and the losing party in that litigation, including reasonable
attorneys' fees; or (b) Lessor or Lessee may, after 30 days written notice to
the other, comply therewith or correct any such breach, and the costs of that
compliance shall be payable on demand.
10. INSOLVENCY, BANKRUPTCY, ETC. OF LESSEE. If Lessee is declared insolvent
or adjudicated a bankrupt; if Lessee makes an assignment for the benefit of
creditors; if Lessee's leasehold interest is sold under execution or by a
trustee in bankruptcy; or if a receiver is appointed for Lessee. Lessor,
without prejudice to its rights hereunder and at its option, may terminate
this lease and retake possession of the premises immediately and without
notice to Lessee or any assignee, transferee, trustee, or any other person or
persons, using force if necessary.
11. ELECTION BY LESSON NOT EXCLUSIVE. The exercise by Lessor of any right or
remedy to collect rent or enforce its rights under this lease will not be a
waiver or preclude the exercise of any other right or remedy afforded Lessor
by this lease agreement or by statute or law. The failure of Lessor in one or
more instances to insist on strict performance or observations of one or more
instances to insist on strict performance or observations of one or more of
the covenants or conditions of this lease or to exercise any remedy,
privilege, or option conferred by this lease on or reserved to Lessor shall
not operate or be construed as a relinquishment or future waiver of the
covenant or condition or the right enforce it or to exercise that privilege,
option or remedy; that right shall continue in full force and effect. the
receipt by Lessor of rent or any other payment or part of payment required to
be made by the Lessee shall not act to waive any other additional rent or
payment then due. Even with the knowledge of the breach of any covenant or
condition of this lease, receipt will not operate as or be deemed to be a
waiver of this breach, and no waiver by Lessor of any of the provisions of
this lease, or any of Lessor's rights, remedies, privileges, or options under
this lease, will be deemed to have been made unless made by Lessor in writing.
No surrender of the premises for the remainder of the term of this lease will
be valid unless accepted by Lessor in writing. Lessee will not assign nor
sublet this lease without Lessor's prior written consent. No assignment or
sublease will relieve the assignor or sublessor of any obligation under this
lease. Each assignee or sublessee, by assuming such status, will become
obligated to perform every agreement of this lease to be performed by Lessee,
except that a sublessee shall be obligated to perform such agreements only
insofar as they relate to the subleased part of the property and the rent
directly to Lessor only after Sublessor's default in payment and written
demand from Debtor to Sublessee to pay rent directly to Lessor.
12. ADDRESSES FOR PAYMENTS AND NOTICES. Rent payments and notices to Lessor
shall be mailed or delivered to the address set forth on the first page of
this lease, unless Lessor advises Lessee differently in writing.
Notices to Lessee may be mailed or delivered to the leased premises, and proof
of mailing or posting of those notices to the leased premises will be deemed
the equivalent of personal service on Lessee. All notices to either party
shall be sent by certified or registered mail, return receipt requested.
13. CAPTIONS. The captions and paragraphs or letters appearing in this lease
are inserted only as a matter of convenience and in no way define, limit,
construe, or describe the scope or intent of the sections or articles of this
lease or affect this lease in any way.
14. FLORIDA LAW/ATTORNEY'S FEES. This lease will be governed by the laws of
the State of Florida, as to both interpretations and performance. In any
action brought to enforce the terms of this Lease Agreement or upon a breach
for the recovery of the Leased Premises or unpaid rent, the prevailing party
in such action shall be entitled to recover it reasonable attorney's fees and
costs from the non-prevailing party.
15. ENTIRE AGREEMENT. This lease sets forth all the promises, agreements,
conditions, and understandings between Lessor and Lessee relative to the
leased premises. there are no other promises, agreements, conditions, or
understandings, either oral or written, between them. No subsequent
alteration, amendment, change, or addition to this lease will be binding on
Lessor or Lessee unless in writing and signed by them and made a part of this
lease by direct reference.
16. TERMS INCLUSIVE. As used herein, the terms "Lessor" and "Lessee" include
the plural whenever the context requires or admits.
17. ASSIGNMENT. Lessee may not assign this Lease or sublet the premises or
any part thereof, without Lessor's written consent, which consent may be
withheld in Lessor's sole discretion.
18. REPRESENTATIVE BOUND HEREBY. The terms of this lease will be binding on
the respective successors, representatives, and assigns of the parties.
IN WITNESS WHEREOF, Lessor and Lessee have duly executed this Lease Agreement
on the 10th day of April 1998.
Signed, sealed, and delivered in our presence as witnesses:
LESSOR:
signature of witness appears here: /s/ Charles Fazio
--------------------------
Charles Fazio
LESSEE:
WINNERS INTERNET NETWORK, INC.
/s/ David Skinner, Jr.
---------------------------------------------------
Its President
Winners' By-Laws
http://www.freeedgar.com/search/ViewFilings.asp?CIK=1045181&...
BYLAWS
OF
WINNERS INTERNET NETWORK, INC.
ARTICLE 1. OFFICES
1.1 Business Office. The principal office of the corporation shall be
located at any place either within or outside the State of Nevada as
designated in the corporation's most recent document on file with the Nevada
Secretary of State, Division of Corporations. The corporation may have such
other offices, either within or without the State of Nevada as the board of
directors may designate or as the business of the corporation may require from
time to time.
1.2 Registered Office. The registered office of the corporation shall
be located within the State of Nevada and may be, but need not be, identical
with the principal office. The address of the registered office may be
changed from time to time.
ARTICLE 2. SHAREHOLDERS
2.1 Annual Shareholder Meeting. The annual meeting of the shareholders
shall be held on the 15th day of July in each year, beginning with the year
1998 at the hour of 2:00 p.m., or at such other time on such other day within
such month as shall be fixed by the board of directors, for the purpose of
electing directors and for the transaction of such other business as may come
before the meeting. If the day fixed for the annual meeting shall be a legal
holiday in the State of Nevada, such meeting shall be held on the next
succeeding business day.
2.2 Special Shareholder Meeting. Special meetings of the shareholders,
for any purpose or purposes described in the meeting notice, may be called by
the president, or by the board of directors, and shall be called by the
president at the request of the holders of not less than one-fourth of all
outstanding votes of the corporation entitled to be cast on any issue at the
meeting.
2.3 Place of Shareholder Meeting. The board of directors may designate
any place, either within or without the State of Nevada, as the place of
meeting for any annual or any special meeting of the shareholders, unless by
written consent, which may be in the form of waivers of notice or otherwise,
all shareholders entitled to vote at the meeting designate a different place,
either within or without the State of Nevada, as the place for the holding of
such meeting. If no designation is made by either the directors or unanimous
action of the voting shareholders, the place of meeting shall be at 215 South
State Street #1100, Salt Lake City, Utah 84111.
2.4 Notice of Shareholder Meeting. Written notice stating the date,
time, and place of any annual or special shareholder meeting shall be
delivered not less than 10 nor more than 60 days before the date of the
meeting, either personally or by mail, by or at the direction of the
President, the board of directors, or other persons calling the meeting, to
each shareholder of record entitled to vote at such meeting and to any other
shareholder entitled by the Nevada Revised Statutes (the "Statutes") or the
articles of incorporation to receive notice of the meeting. Notice shall be
deemed to be effective at the earlier of: (1) when deposited in the United
States mail, addressed to the shareholder at his address as it appears on the
stock transfer books of the corporation, with postage thereon prepaid; (2) on
the date shown on the return receipt if sent by registered or certified mail,
return receipt requested, and the receipt is signed by or on behalf of the
addressee; (3) when received; or (4) 3 days after deposit in the United States
mail, if mailed postpaid and correctly addressed to an address other than that
shown in the corporation's current record of shareholders.
If any shareholder meeting is adjourned to a different date, time or
place, notice need not be given of the new date, time and place, if the new
date, time and place is announced at the meeting before adjournment. But if
the adjournment is for more than 30 days or if a new record date for the
adjourned meeting is or must be fixed, then notice must be given pursuant to
the requirements of the previous paragraph, to those persons who are
shareholders as of the new record date.
2.5 Waiver of Notice. A shareholder may waive any notice required by
the Statutes, the articles of incorporation, or these bylaws, by a writing
signed by the shareholder entitled to the notice, which is delivered to the
corporation (either before or after the date and time stated in the notice)
for inclusion in the minutes or filing with the corporate records.
A shareholder's attendance at a meeting:
(a) waives objection to lack of notice or defective notice of
the meeting, unless the shareholder at the beginning of the meeting objects to
holding the meeting or transacting business at the meeting because of lack of
notice or effective notice; and
(b) waives objection to consideration of a particular matter
at the meeting that is not within the purpose or purposes described in the
meeting notice, unless the shareholder objects to considering the matter when
it is presented.
2.6 Fixing of Record Date. For the purpose of determining shareholders
of any voting group entitled to notice of or to vote at any meeting of
shareholders, or shareholders entitled to receive payment of any distribution,
or in order to make a determination of shareholders for any other proper
purpose, the board of directors may fix in advance a date as the record date.
Such record date shall not be more than 70 days prior to the date on which the
particular action, requiring such determination of shareholders, is to be
taken. If no record date is so fixed by the board for the determination of
shareholders entitled to notice of, or to vote at a meeting of shareholders,
the record date for determination of such shareholders shall be at the close
of business on the day the first notice is delivered to shareholders. If no
record date is fixed by the board for the determination of shareholders
entitled to receive a distribution, the record date shall be the date the
board authorizes the distribution. With respect to actions taken in writing
without a meeting, the record date shall be the date the first shareholder
signs the consent.
When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this Section, such determination
shall apply to any adjournment thereof unless the board of directors fixes a
new record date which it must do if the meeting is adjourned to a date more
than 120 days after the date fixed for the original meeting.
2.7 Shareholder List. After fixing a record date for a shareholder
meeting, the corporation shall prepare a list of the names of its shareholders
entitled to be given notice of the meeting. The shareholder list must be
available for inspection by any shareholder, beginning on the earlier of 10
days before the meeting for which the list was prepared or 2 business days
after notice of the meeting is given for which the list was prepared and
continuing through the meeting, and any adjournment thereof. The list shall
be available at the corporation's principal office or at a place identified in
the meeting notice in the city where the meeting is to be held.
2.8 Shareholder Quorum and Voting Requirements.
2.8.1 Quorum. Except as otherwise required by the Statutes or the
articles of incorporation, a majority of the outstanding shares of the
corporation, represented by person or by proxy, shall constitute a quorum at
each meeting of the shareholders. If a quorum exists, action on a matter,
other than the election of directors, is approved if the votes cast favoring
the action exceed the votes cast opposing the action, unless the articles of
incorporation or the Statutes require a greater number of affirmative votes.
2.8.2 Voting of Shares. Unless otherwise provided in the articles
of incorporation or these bylaws, each outstanding share, regardless of class,
is entitled to one vote upon each matter submitted to a vote at a meeting of
shareholders.
2.9 Quorum and Voting requirements of Voting Groups. If the articles of
incorporation or the Statutes provide for voting by a single voting group on a
matter, action on that matter is taken when voted upon by that voting group.
Once a share is represented for any purpose at a meeting, it is deemed
present for quorum purposes for the remainder of the meeting and for any
adjournment of that meeting unless a new record date is or must be set for
that adjourned meeting.
Shares entitled to vote as a separate voting group may take action on a
matter at a meeting only if a quorum of those shares exists with respect to
that matter. Unless the articles of incorporation or the Statutes provide
otherwise, a majority of the votes entitled to be cast on the matter by the
voting group constitutes a quorum of that voting group for action on that
matter.
If the articles of incorporation or the Statutes provide for voting by
two or more voting groups on a matter, action on that matter is taken only
when voted upon by each of those voting groups counted separately. Action may
be taken by one voting group on a matter even though no action is taken by
another voting group entitled to vote on the matter.
If a quorum exists, action on a matter, other than the election of
directors, by a voting group is approved if the votes cast within the voting
group favoring the action exceed the votes cast opposing the action, unless
the articles of incorporation or the Statutes require a greater number of
affirmative votes.
2.10 Greater Quorum or Voting Requirements. The articles of
incorporation may provide for a greater quorum or voting requirement for
shareholders, or voting groups of shareholders, than is provided for by these
bylaws. An amendment to the articles of incorporation that adds, changes, or
deletes a greater quorum or voting requirement for shareholders must meet the
same quorum requirement and be adopted by the same vote and voting groups
required to take action under the quorum and voting requirement then in effect
or proposed to be adopted, whichever is greater.
2.11 Proxies. At all meetings of shareholders, a shareholder may vote
in person or by proxy which is executed in writing by the shareholder or which
is executed by his duly authorized attorney-in-fact. Such proxy shall be
filed with the Secretary of the corporation or other person authorized to
tabulate votes before or at the time of the meeting. No proxy shall be valid
after 11 months from the date of its execution unless otherwise provided in
the proxy. All proxies are revocable unless they meet specific requirements
of irrevocability set forth in the Statutes. The death or incapacity of a
voter does not invalidate a proxy unless the corporation is put on notice. A
transferee for value who receives shares subject to an irrevocable proxy, can
revoke the proxy if he had no notice of the proxy.
2.12 Corporation's Acceptance of Votes.
2.12.1 If the name signed on a vote, consent, waiver, proxy
appointment, or proxy appointment revocation corresponds to the name of a
shareholder, the corporation, if acting in good faith, is entitled to accept
the vote, consent, waiver, proxy appointment, or proxy appointment revocation
and give it effect as the act of the shareholder.
2.12.2 If the name signed on a vote, consent, waiver, proxy
appointment, or proxy appointment revocation does not correspond to the name
of a shareholder, the corporation, if acting in good faith, is nevertheless
entitled to accept the vote, consent, waiver, proxy appointment, or proxy
appointment revocation and give it effect as the act of the shareholder if:
(a) the shareholder is an entity as defined in the Statutes
and the name signed purports to be that of an officer or agent of the entity;
(b) the name signed purports to be that of an administrator,
executor, guardian, or conservator representing the shareholder and, if the
corporation requests, evidence of fiduciary status acceptable to the
corporation has been presented with respect to the vote, consent, waiver,
proxy appointment or proxy appointment revocation;
(c) the name signed purports to be that of a receiver or
trustee in bankruptcy of the shareholder and, if the corporation requests,
evidence of this status acceptable to the corporation has been presented with
respect to the vote, consent, waiver, proxy appointment, or proxy appointment
revocation; or
(d) the name signed purports to be that of a pledgee,
beneficial owner, or attorney-in-fact of the shareholder and, if the
corporation requests, evidence acceptable to the corporation of the
signatory's authority to sign for the shareholder has been presented with
respect to the vote, consent, waiver, proxy appointment or proxy appointment
revocation; or
(e) two or more persons are the shareholder as co-tenants or
fiduciaries and the name signed purports to be the name of at least one of the
co-owners and the person signing appears to be acting on behalf of all
co-tenants or fiduciaries.
2.12.3 If shares are registered in the names of two or more
persons, whether fiduciaries, members of a partnership, co-tenants, husband
and wife as community property, voting trustees, persons entitled to vote
under a shareholder voting agreement or otherwise, or if two or more persons
(including proxy holders) have the same fiduciary relationship respecting the
same shares, unless the secretary of the corporation or other officer or agent
entitled to tabulate votes is given written notice to the contrary and is
furnished with a copy of the instrument or order appointing them or creating
the relationship wherein it is so provided, their acts with respect to voting
shall have the following effect:
(a) if only one votes, such act binds all;
(b) if more than one votes, the act of the majority so voting
bind all;
(c) if more than one votes, but the vote is evenly split on
any particular matter, each fraction may vote the securities in question
proportionately.
If the instrument so filed or the registration of the shares shows that
any tenancy is held in unequal interests, a majority or even split for the
purpose of this Section shall be a majority or even split in interest.
2.12.4 The corporation is entitled to reject a vote, consent,
waiver, proxy appointment or proxy appointment revocation if the secretary or
other officer or agent authorized to tabulate votes, acting in good faith, has
reasonable basis for doubt about the validity of the signature on it or about
the signatory's authority to sign for the shareholder.
2.12.5 The corporation and its officer or agent who accepts or
rejects a vote, consent, waiver, proxy appointment or proxy appointment
revocation in good faith and in accordance with the standards of this Section
are not liable in damages to the shareholder for the consequences of the
acceptance or rejection.
2.12.6 Corporate action based on the acceptance or rejection of a
vote, consent, waiver, proxy appointment or proxy appointment revocation under
this Section is valid unless a court of competent jurisdiction determines
otherwise.
2.13 Action by Shareholders Without a Meeting.
2.13.1 Written Consent. Any action required or permitted to be
taken at a meeting of the shareholders may be taken without a meeting and
without prior notice if one or more consents in writing, setting forth the
action so taken, shall be signed by the holders of outstanding shares having
not less than the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shareholders entitled to vote
with respect to the subject matter thereof were present and voted. Action
taken under this Section has the same effect as action taken at a duly called
and convened meeting of shareholders and may be described as such in any
document.
2.13.2 Post-Consent Notice. Unless the written consents of all
shareholders entitled to vote have been obtained, notice of any shareholder
approval without a meeting shall be given at least ten days before the
consummation of the action authorized by such approval to (i) those
shareholders entitled to vote who did not consent in writing, and (ii) those
shareholders not entitled to vote. Any such notice must be accompanied by the
same material that is required under the Statutes to be sent in a notice of
meeting at which the proposed action would have been submitted to the
shareholders for action.
2.13.3 Effective Date and Revocation of Consents. No action taken
pursuant to this Section shall be effective unless all written consents
necessary to support the action are received by the corporation within a
sixty-day period and not revoked. Such action is effective as of the date the
last written consent is received necessary to effect the action, unless all of
the written consents specify an earlier or later date as the effective date of
the action. Any shareholder giving a written consent pursuant to this Section
may revoke the consent by a signed writing describing the action and stating
that the consent is revoked, provided that such writing is received by the
corporation prior to the effective date of the action.
2.13.4 Unanimous Consent for Election of Directors.
Notwithstanding subsection (a), directors may not be elected by written
consent unless such consent is unanimous by all shares entitled to vote for
the election of directors.
2.14 Voting for Directors. Unless otherwise provided in the articles of
incorporation, every shareholder entitled to vote for the election of
directors has the right to cast, in person or by proxy, all of the votes to
which the shareholder's shares are entitled for as many persons as there are
directors to be elected and for whom election such shareholder has the right
to vote. Directors are elected by a plurality of the votes cast by the shares
entitled to vote in the election at a meeting at which a quorum is present.
MOre.......
Amendment to Articles, 50,000,000 shares
http://www.freeedgar.com/search/ViewFilings.asp?CIK=1045181&...
March 18, 1998 date stamp for the Secretary of State
for the State of Nevada appears here:
CERTIFICATE OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
WINNERS INTERNET NETWORK, INC.
We the undersigned as President and Secretary of Winners Internet Network,
Inc. (the "Corporation") do hereby certify:
That the Board of Directors of said Corporation at a Winners Internet Network,
Inc. meeting duly convened and held via telephone on the 17th day of March,
1998 adopted a Resolution to amend the original Articles as follows:
A.Delete Article II in its entirety and substitute in its place the following:
ARTICLE II
The Corporation shall have the authority to issue Fifty Million (50,000,000)
shares of common stock with a par value of $.001 per share. All stock of the
Corporation shall be of the same class, and shall have the same rights and
preferences, fully paid stock shall not be liable to any further call or
assessment.
Said amendment has been consented to and approved by the owners of majority of
the duly issued and outstanding shares of common stock which represent a
majority of the sole class of common stock outstanding and entitled to vote
thereon. The change is effective immediately upon the filing of this
Certificate.
/s/ David Skinner, Jr.
-----------------------------
David Skinner, Jr., President
/s/ Sandra Varney
-----------------
Sandra Varney, Secretary/Treasurer
STATE OF FLORIDA )
: ss.
COUNTY OF ST. JOHNS )
On this 18 day of March, 1998, personally appeared before me David
Skinner, Jr. and Sandra Varney personally known to me or provided to me on the
basis of satisfactory evidence to be the persons whose names are signed on the
preceding document, and acknowledged to me that they signed it voluntarily for
its stated purpose.
/s/ J. Larae Long
-----------------
Notary Public
Notary public stamp appears here:
Articles of Share Exchange, WINR & Davki
http://www.freeedgar.com/search/ViewFilings.asp?CIK=1045181&...
August 4, 1997 date stamp for the Secretary of State
for the State of Nevada appears here C15271 97:
ARTICLES OF SHARE EXCHANGE FOR
WINNERS INTERNET NETWORK, INC.,
A NEVADA CORPORATION
Pursuant to the provisions of Section 78.458 of the Nevada Revised Statutes,
Winners Internet Network, Inc., a Nevada corporation (the "Corporation") and
The Davki Agency, Inc., a Delaware corporation ("Davki"), hereby adopts and
files the following Articles of Share Exchange:
FIRST: The name and place of incorporation of each corporation which is a
party to this share exchange is as follows:
NAME PLACE OF INCORPORATION
Winners Internet Network, Inc.
(the acquiring corporation) Nevada
The Davki Agency, Inc.
(the acquired corporation) Delaware
SECOND: The Plan of Reorganization (the "Plan") governing the share exchange
between the Corporation and Davki, has been adopted by the Boards of Directors
of the Corporation and Davki.
THIRD: The Plan has been consented to by the shareholders of the corporation
owning a majority of the issued and outstanding shares of the sole class of
voting common stock of the corporation and all of the shareholders of Davki.
The number of shares of stock outstanding in each of the corporations (and the
number of votes entitled to be cast) as of the date of the adoption of the
Plan was as follows:
ENTITY TYPE OF SHARES NUMBER OF SHARES OUTSTANDING
Winners Internet
Network, Inc. Common 299,494
The Davki Agency, Inc. Common 100
The number of shares of stock of each corporation which voted for or consented
to the Plan was as follows:
ENTITY TYPE OF SHARES FOR AGAINST
Winners Internet
Network, Inc. Common 20,000 0
The Davki Agency, Inc. Common 100 0
FOURTH: The number of votes cast for or consenting to the Plan by each voting
group entitled to vote was sufficient for approval of the share exchange by
each such voting group.
FIFTH: The complete executed Plan is on file at the registered office or
other place of business of the Corporation.
SIXTH: A copy of the Plan will be furnished by the Corporation, on request
and without cost, to any shareholder of either corporation which is a party to
the share exchange.
SEVENTH: The share exchange is effective upon filing.
DATED this 31st day of July, 1997.
/s/ Michael Otto
----------------
President
STATE OF UTAH )
: ss.
COUNTY OF SALT LAKE )
On this 31st day of July, 1997, personally appeared before me Michael Otto,
personally known to me or proved to me on the basis of satisfactory evidence,
and who, being by me duly sworn, did say that he is the President of Winners
Internet Network, Inc., and that said document was signed by him in behalf of
said corporation by authority of its bylaws, and said Michael Otto
acknowledged to me that said corporation executed the same.
/s/ John Clayton
-------------
NOTARY PUBLIC
Notary stamp for John Clayton appears here:
/s/ Michael Otto
------------
Secretary
STATE OF UTAH )
: ss.
COUNTY OF SALT LAKE )
On this 31st day of July, 1997, personally appeared before me Michael Otto,
personally known to me or proved to me on the basis of satisfactory evidence,
and who, being by me duly sworn, did say that he is the Secretary of Winners
Internet Network, Inc., and that said document was signed by him in behalf of
said corporation by authority of its bylaws, and said Michael Otto
acknowledged to me that said corporation executed the same.
/s/John Clayton
------------
NOTARY PUBLIC
Notary stamp for John Clayton appears here:
Articles of Merger, Winners & Comstock
http://www.freeedgar.com/search/ViewFilings.asp?CIK=1045181&...
ARTICLES OF MERGER FOR
WINNERS INTERNET NETWORK, INC.,
A NEVADA CORPORATION
Pursuant to the provisions of Section 78.458 of the Nevada Revised Statutes,
Winners Internet Network, Inc., a Nevada corporation (the "Corporation"),
hereby adopts and files the following Articles of Merger as the surviving
corporation to the merger of Comstock-Empire International, Inc., a Washington
corporation ("Comstock"), with and into the Corporation:
FIRST: The name and place of incorporation of each corporation which is a
party to this merger is as follows:
Name Place of Incorporation
Comstock-Empire International, Inc. Washington
Winners Internet Network, Inc. Nevada
SECOND: The Agreement and Plan of Merger (the "Plan") governing the merger
between the Corporation and Comstock, has been adopted by the Board of
Directors of the Corporation and Comstock.
THIRD: The approval of the shareholders of the Corporation and Comstock was
required to effectuate the merger. The number of shares of stock outstanding
in each of the corporations (and the number of votes entitled to be cast) as
of the date of the adoption of the Plan was as follows:
Entity Type of Shares Number of Shares Outstanding
Comstock-Empire
International, Inc. Common 29,494,400
Winners Internet Network, Inc. Common 100
The number of shares of stock of each corporation which voted for and against
the Plan was as follows:
Entity Type of Shares For Against
Comstock-Empire International, Inc. Common 20,000,000 0
Winners Internet Network, Inc. Common 100 0
FOURTH: The number of votes cast for the Plan by each voting group entitled
to vote was sufficient for approval of the merger by each such voting group.
FIFTH: Following the merger there are no amendments to the Articles of
Incorporation of the surviving company.
SIXTH: The complete executed Plan is on file at the registered office or
other place of business of the Corporation.
SEVENTH: The Plan of merger is attached hereto.
EIGHTH: The merger will be effective upon the filing of the Articles of
Merger.
DATED this 14th day of July, 1997.
WINNERS INTERNET NETWORK, INC., a Nevada corporation
By /s/ Michael Otto
-------------------
Michael Otto, President
STATE OF UTAH )
: ss.
COUNTY OF SALT LAKE )
On the 14th day of July, 1997, personally appeared before me Michael Otto,
personally known to me or proved to me on the basis of satisfactory evidence,
and who, being by me duly sworn, did say that he is the President of Winners
Internet Network, Inc., and that said document was signed by him in behalf of
said corporation by authority of its bylaws, and said Michael Otto
acknowledged to me that said corporation executed the same.
John Clayton
------------
NOTARY PUBLIC
Notary Stamp of John Clayton appears here:
By /s/ Michael Otto
-------------------
Michael Otto, Secretary
STATE OF UTAH )
: ss.
COUNTY OF SALT LAKE )
On the 14th day of July, 1997, personally appeared before me Michael Otto,
personally known to me or proved to me on the basis of satisfactory evidence,
and who, being by me duly sworn, did say that he is the Secretary of Winners
Internet Network, Inc., and that said document was signed by him in behalf of
said corporation by authority of its bylaws, and said Michael Otto
acknowledged to me that said corporation executed the same.
John Clayton
------------
NOTARY PUBLIC
Notary stamp for John Clayton appears here:
COMSTOCK-EMPIRE INTERNATIONAL, INC.
By /s/ John W. Peters
---------------------
John W. Peters, President
STATE OF UTAH )
: ss.
COUNTY OF SALT LAKE )
On the 14th day of July, 1997, personally appeared before me John W. Peters,
personally known to me or proved to me on the basis of satisfactory evidence,
and who, being by me duly sworn, did say that he is the President of Comstock-
Empire International, Inc. and that said document was signed by him in behalf
of said corporation by authority of its bylaws, and said John W. Peters
acknowledged to me that said corporation executed the same.
John Clayton
------------
NOTARY PUBLIC
Notary Stamp for John Clayton appears here:
By /s/ Anita Patterson
----------------------
Anita Patterson, Secretary
STATE OF UTAH )
: ss.
COUNTY OF SALT LAKE )
On the 18th day of July, 1997, personally appeared before me Anita Patterson,
personally known to me or proved to me on the basis of satisfactory evidence,
and who, being by me duly sworn, did say that she is the Secretary of
Comstock-Empire International, Inc. and that said document was signed by her
in behalf of said corporation by authority of its bylaws, and said Anita
Patterson acknowledged to me that said corporation executed the same.
John Clayton
------------
NOTARY PUBLIC
Notary Public stamp appears here:
Winners Articles of Incorporation
http://www.freeedgar.com/search/ViewFilings.asp?CIK=1045181&...
July 16, 1997 date stamp for the Secretary of State
for the State of Nevada appears here NO. C15271 97:
ARTICLES OF INCORPORATION
OF
WINNERS INTERNET NETWORK, INC.
The undersigned, natural person of eighteen years or more of age, acting as
incorporator of a Corporation (the "Corporation") under the Nevada Revised
Statutes, adopts the following Articles of Incorporation for the Corporation:
ARTICLE I
NAME OF CORPORATION
The name of the Corporation is Winners Internet Network, Inc.
ARTICLE II
SHARES
The amount of the total authorized capital stock of the Corporation is
20,000,000 shares of common stock, par value $.001 per share. Each share of
common stock shall have one (1) vote. Such stock may be issued from time to
time without any action by the stockholders for such consideration as may be
fixed from time to time by the Board of Directors, and shares so issued, the
full consideration for which has been paid or delivered, shall be deemed the
full paid up stock, and the holder of such shares shall not be liable for any
further payment thereof. Said stock shall not be subject to assessment to pay
the debts of the Corporation, and no paid-up stock and no stock issued as
fully paid, shall ever be assessed or assessable by the Corporation.
The Corporation is authorized to issue 20,000,000 shares of common stock, par
value $.001 per share.
ARTICLE III
REGISTERED OFFICE AND AGENT
The address of the initial registered office of the Corporation is 1025
Ridgeview, Suite 400, Reno, Nevada 89509 and the name of its initial
registered agent at such address is Michael J. Morrison.
ARTICLE IV
INCORPORATOR
The name and address of the incorporator is:
NAME ADDRESS
Anita Patterson 215 South State Street, Suite 1100
Salt Lake City, Utah 84111
ARTICLE V
DIRECTORS
The members of the governing board of the Corporation shall be known as
directors, and the number of directors may from time to time be increased or
decreased in such manner as shall be provided by the bylaws of the
Corporation, provided that the number of directors shall not be reduced to
less than one (1). The name and post office address of the first board of
directors, which shall be one in number, is as follows:
NAME ADDRESS
Michael Otto 157 South 1200 East
Salt Lake City, Utah 84102
ARTICLE VI
GENERAL
A. The board of directors shall have the power and authority to make and
alter, or amend, the bylaws, to fix the amount in cash or otherwise, to be
reserved as working capital, and to authorize and cause to be executed the
mortgages and liens upon the property and franchises of the Corporation.
B. The board of directors shall, from time to time, determine whether, and to
what extent, and at which times and places, and under what conditions and
regulations, the accounts and books of this Corporation, or any of them, shall
be open to the inspection of the stockholders; and no stockholder shall have
the right to inspect any account, book or document of this Corporation except
as conferred by the Statutes of Nevada, or authorized by the directors or any
resolution of the stockholders.
C. No sale, conveyance, transfer, exchange or other disposition of all or
substantially all of the property and assets of this Corporation shall be made
unless approved by the vote or written consent of the stockholders entitled to
exercise two-thirds (2/3) of the voting power of the Corporation.
D. The stockholders and directors shall have the power to hold their
meetings, and keep the books, documents and papers of the Corporation outside
of the State of Nevada, and at such place as may from time to time be
designated by the bylaws or by resolution of the board of directors or
stockholders, except as otherwise required by the laws of the State of Nevada.
E. The Corporation shall indemnify each present and future officer and
director of the Corporation and each person who serves at the request of the
Corporation as an officer or director of the Corporation, whether or not such
person is also an officer or director of the Corporation, against all costs,
expenses and liabilities, including the amounts of judgments, amounts paid in
compromise settlements and amounts paid for services of counsel and other
related expenses, which may be incurred by or imposed on him in connection
with any claim, action, suit, proceeding, investigation or inquiry hereafter
made, instituted or threatened in which he may be involved as a party or
otherwise by reason of any past or future action taken or authorized and
approved by him or any omission to act as such officer or director, at the
time of the incurring or imposition of such costs, expenses, or liabilities,
except such costs, expenses or liabilities as shall relate to matters as to
which he shall in such action, suit or proceeding, be finally adjudged to be
liable by reason of his negligence or willful misconduct toward the
Corporation or such other Corporation in the performance of his duties as such
officer or director, as to whether or not a director or officer was liable by
reason of his negligence or willful misconduct toward the Corporation or such
other Corporation in the performance of his duties as such officer or
director, in the absence of such final adjudication of the existence of such
liability, the board of directors and each officer and director may
conclusively rely upon an opinion of legal counsel selected by or in the
manner designed by the board of directors. The foregoing right of
indemnification shall not be exclusive of other rights to which any such
officer or director may be entitled as a matter of law or otherwise, and shall
inure to the benefit of the heirs, executors, administrators and assigns of
each officer or director.
The undersigned being the individual named in Article III, above, as the
initial registered agent of the Corporation, hereby consents to such
appointment.
Michael J. Morrison
The undersigned incorporator executed these Articles of Incorporation,
certifying that the facts herein stated are true this 14th day of July, 1997.
/s/ Anita Patterson
-------------------
ANITA PATTERSON
STATE OF UTAH )
: ss.
COUNTY OF SALT LAKE )
On this 14th day of July, 1997, personally appeared before me Anita Patterson,
personally known to me or proved to me on the basis of satisfactory evidence
to be the person whose name is signed on the preceding document, and
acknowledged to me that she signed it voluntarily for its stated purpose.
/s/ John Clayton
----------------
NOTARY PUBLIC
Notary stamp for John Clayton appears here:
CERTIFICATE OF ACCEPTANCE
OF APPOINTMENT BY RESIDENT AGENT
In the matter of Winners Internet Network, Inc., I Michael J. Morrison, with
address at 1025 Ridgeview Drive, Suite 400, Reno, Nevada 89509, hereby accept
appointment as resident agent of the above-named corporation in accordance
with NRS 78.090.
Furthermore, that the mailing address for the above registered offfice is 1025
Ridgeview Drive, Suite 400, Reno, Nevada 89509.
IN WITNESS WHEREOF, I hereonto set my hand this 15th day of July, 1997.
By: /s/ Michael J. Morrison
-----------------------
Michael J. Morrison, Resident Agent
STOCK OPTION PLAN - 1999
http://www.freeedgar.com/search/ViewFilings.asp?CIK=1045181&...
WINNERS INTERNET NETWORK, INC.
DIRECTORS, OFFICERS AND EMPLOYEES' STOCK OPTION PLAN - 1999
SECTION 1 - PURPOSE OF THE PLAN
1.1 The purpose of this Stock Option Plan (the "Plan") is to provide
Directors, Officers and key full-time employees of Winners Internet Network,
Inc. (the "Corporation") with a proprietary interest through the granting of
options to purchase Common Shares of the Corporation, subject to certain
conditions as hereinafter set forth, for the following purposes:
1.1.1 to increase the interest in the Corporation's welfare of those
Directors, Officers and key full-time employees who share primary
responsibility for the management, growth, development and protection of the
business of the Corporation;
1.1.2 to furnish an incentive to such Directors, Officers and key employees
to continue their services for the Corporation; and
1.1.3 to provide a means through which the Corporation may attract Directors,
Officers and able persons to enter it employment.
SECTION II - ADMINISTRATION OF THE PLAN
2.1 The Board of Directors of the Corporation may, from time to time, adopt,
amend, subject to the prior approval of any regulatory agency having
jurisdiction, and rescind rules and regulations for carrying out the
provisions and purposes of the Plan. The interpretation, construction and
application of the Plan and any provisions thereof made by the Board of
Directors of the Corporation shall be final and conclusive. No Director shall
be liable for any action taken or for any or for any determination made in
good faith in the administration, interpretation, construction or application
of the Plan.
SECTION III - GRANTING OF OPTIONS
3.1 The Board of Directors of the Corporation may from time to time by
Resolution designate Directors, Officers and to key employees of the
Corporation to whom options to purchase Common Shares of the corporation (the
"Shares") may be granted and the number of such shares to be optioned under
this Plan shall not exceed the number provided for in Section IV hereof.
3.2 Options may only be granted by the Corporation pursuant to Resolutions of
the board of Directors.
3.3 Any option granted under this Plan shall be subject to the requirement
that, if at any time counsel to the Corporation shall determine that the
listing, registration or qualification of the Shares subject to such option
upon a stock exchange or under any law or regulation of any jurisdiction, or
the consent or approval of any securities commission, stock exchange or any
governmental or regulatory authority or body, is necessary as a condition of,
or in connection with, the grant or exercise of such option or the issuance or
purchase of Shares hereunder, such option may not be accepted or exercised in
whole or in part unless such listing, registration, qualification, consent or
approval shall have been effected or obtained on conditions acceptable to the
Board of Directors. Nothing herein shall be deemed to require the Corporation
to apply for or to obtain such listing, registration, qualification, consent
or approval.
SECTION IV - SHARES SUBJECT TO THE PLAN
4.1 The aggregate number of Shares reserved for issuance under this Plan or
any other share option plan, option for services or employee share purchase
plan of the Corporation shall not exceed 10% of the number of common shares
issued and outstanding of the Corporation at any one time, provided that the
aggregate number of common shares reserved for issuance to any one person
shall not exceed five per cent (5%) of the Corporation's outstanding common
shares (on a non-diluted basis).
SECTION V - OPTION PRICE
5.1 The exercise price shall in all circumstances be set within the
discretion of the Board of Directors, according to applicable rules of
relative regulatory bodies.
SECTION VI - CONDITIONS GOVERNING OPTIONS
6.1 Each option shall be subject to the following conditions:
6.1.1 Employment: Options may be granted under the Plan only to Directors,
Officers and persons in full-time employment by the Corporation. The granting
of an option to a key employee shall not impose upon the Corporation any
obligation to retain the optionee in its employ.
6.1.2 Option Term: The period during which an option is exercisable shall be
determined by the Board of Directors in its sole discretion but shall not,
subject to the provisions of this Plan, exceed five years from the date the
option is granted.
6.1.3 Vesting of Right to Exercise Options: Prior to its expiration or
earlier termination in accordance with this Plan, each option shall be
exercisable as to all or such part or parts of the optioned shares at any time
or from time to time until the date of expiry. Any options not exercised by
the end of the term during which the option is exercisable shall, subject to
paragraph 6.1.5, immediately lapse and become null and void.
6.1.4. Non-Assignability of Option Rights: Each option granted hereunder is
personal to the optionee and shall not be assignable or transferable by the
optionee, whether voluntary or by operation of law, except by will or by the
laws of succession of the domicile of the deceased optionee. No option
granted hereunder shall be pledged, hypothecated, charged, transferred,
assigned or otherwise encumbered or disposed of on pain of nullity.
6.1.5. Effect of Termination of Employment or Death:
6.1.5.1 Should an optionee at any time cease to be a full-time employee or
Director of the Corporation, as the case may be, any option not actually
exercised prior to the date of termination shall, subject to paragraph 6.1.5.2
lapse one hundred eighty days (180) after termination and become null and
void.
6.1.5.2 If an optionee dies, any option or unexercised part thereof granted
to such optionee may be exercised, in accordance with the terms hereof, by the
person to whom the option is transferred by will or the laws of succession.
Such option shall only be exercisable within one year after the optionee's
death or prior to the expiration of the term of the option, whichever occurs
earlier.
6.1.6 Rights as a Shareholder: The optionee (or his/her personal
representatives or legatees) shall have no rights whatsoever as a shareholder
in respect of any shares covered by his/her option until the date of issuance
of a share certificate to him/her (or his/her personal representatives or
legatees) giving notice in writing to the Corporation at its registered
office, addressed to its Chairman or President, which notice shall specify the
number of Shares in respect of which the option is being exercised and shall
be accompanied by full payment, by cash or certified check, of the purchase
price of the number of shares specified. Upon such exercise of the option,
the Corporation shall forthwith cause the transfer agent and registrar of the
Shares of the Corporation to deliver to the optionee (or his/her personal
representative or legatees) a certificate in the name of the optionee
representing in the aggregate such number of shares as the optionee (or
his/her personal representatives or legatees) shall have then paid for and as
are specified in such written notice of exercise option. If required by the
Board of Directors by notification to the optionee, it shall be a condition of
such exercise that the optionee shall represent that he/she is purchasing the
Shares in respect to which the option is bing exercised for investment only
and not with a view to resale or distribution.
SECTION VII - ADJUSTMENT TO SHARES SUBJECT TO THE OPTION
7.1 In the event of any subdivision or re-division of the Shares into a great
number of Shares at any time after the grant of an option to any optionee and
prior to the expiration of the term of such option, the Corporation shall
deliver to such optionee at the time of any subsequent exercise of his/her
option in accordance with the terms hereof in lieu of the number of Shares to
which he/she was theretofore entitled upon such exercise, but for the same
aggregate consideration payable therefor, such number of shares as such
optionee would have held as a result of such subdivision or re-division if on
the record date thereof the optionee had been the registered holder of the
number of Shares to which he/she was theretofore entitled upon such exercise.
7.2 In the event of any consolidation of the Shares into a lesser number of
Shares at any time after the grant of an option to any optionee and prior to
the expiration of the term of such option, the Corporation shall deliver to
such optionee at the time of any subsequent exercise of his/her option in
accordance with the terms hereof in lieu of the number of Shares to which
he/she was theretofore entitled upon such exercise, but for the same aggregate
consideration payable therefor, such number of Shares as such optionee would
have held as a result of such consideration if on the record date thereof the
optionee had been the registered holder of the number of Shares to which
he/she was theretofore entitled upon such exercise.
7.3 If at any time the grant of an option to any optionee and prior to the
expiration of the term of such option, the Shares shall be reclassified,
reorganized or otherwise changed, otherwise than as specified in paragraphs
7.1 and 7.2 or, subject to the provision of paragraph 8.2.1 hereof, the
Corporation shall consolidate, merge or amalgamate with or into another
corporation (the corporation resulting or continuing from such consolidation,
merger or amalgamation being herein called the "Successor Corporation"), the
optionee shall be entitled to receive upon the subsequent exercise of his
option in accordance with the terms hereof and shall accept in lien of the
number of Shares then subscribed for but for the same aggregate consideration
payable therefor, the aggregate number of shares of the appropriate class
and/or other securities of the Corporation (as the case may be) that the
optionee would have been entitled to receive as a result of such
reclassification, reorganization or other change of shares or, subject to the
provisions of paragraph 8.2.1 hereof, as a result of such consolidation,
merger or amalgamation, if on the record date of such reclassification,
reorganization or other change of shares or the effective date of such
consolidation, merger or amalgamation, as the case may be, he/she had been the
registered holder of the number of Shares to which he/she was immediately
therefore entitled upon such exercise.
SECTION VIII - AMENDMENT OR DISCONTINUANCE OF THE PLAN
8.1 The Board of Directors may amend, subject to the prior approval of the
Exchange, or discontinue this Plan at any time, provided, however, that no
such amendment may materially and adversely affect any option rights
previously granted to an optionee under this Plan without the consent of the
optionee, except to the extent required by law.
8.2 Notwithstanding anything contained to the contrary in this Plan or in any
Resolution of the Board of the Board of Directors in implementation thereof:
8.2.1 in the event the Corporation proposes to amalgamate, merge or
consolidate with or into any other corporation (other than with a wholly owned
subsidiary of the Corporation) or to liquidate, dissolve or windup, or in the
event an offer to purchase the Shares of the Corporation or any part thereof
shall be made to all holders of Shares of the Corporation, the Corporation
shall have the right, upon written notice thereof to each optionee holding
options under this Plan to permit the exercise of all such options within the
20 day period next following the date of such notice and to determine that
upon the expiration of such 20 day period, all rights of optionees to such
options or to exercise same (to the extent not thertofore exercised) shall
ipso facto terminate and cease to have further force or effect whatsoever;
8.2.2 the Board of Directors may, by Resolution, subject to applicable
regulatory requirements, advance the date on which any option may be exercised
in the manner to be set forth in such Resolution. The Board of Directors
shall not, in the event of any such advancement, be under any obligation to
advance the date on or by which any option may be exercised by any other
optionee; and
8.2.3 the Board of Directors may, by Resolution, but subject to applicable
regulatory requirements, decide that any of the provisions hereof concerning
the effect of termination for cause of the optionee's employment shall not
apply for any reason acceptable to the Board of Directors.
SECTION IX - EFFECTIVE DATE OF PLAN
9.1 This Plan was adopted by the Board and shall have effect as of and from
the 1st day of January, 1999.
WINNERS INTERNET NETWORK, INC.
By order of the Board of Directors:
/s/ David C. Skinner, Jr.
-----------------------------
David C. Skinner, Jr.
/s/ Kimberly A. Stein
--------------------------
Kimberly A. Stein
Date: June 23, 1999
Glennaire By-Laws
http://www.freeedgar.com/search/ViewFilings.asp?CIK=1090060&...
BYLAWS
OF
GLENNAIRE FINANCIAL SERVICES, INC.
ARTICLE I: OFFICES
The principal office of the Corporation in the State of
Utah shall be located in Salt Lake City; the Corporation may
have such other offices, either within or without the State of
Utah, as the Board of Directors my designate or as the
business of the Corporation may require from time to time.
ARTICLE II: SHAREHOLDERS
SECTION 1. Annual Meeting. The annual meeting of the
shareholders shall be held on the 15th day in the month of
December in each year, beginning with the transaction of such
other business as my come before the meeting. If the day
fixed for the annual meeting shall be a legal holiday in the
State of Utah, such meeting shall be held on the next
succeeding business day. If the election of Directors shall
be held on the day designated herein for any annual meeting of
the shareholders or at any adjournment thereof, the Board of
Directors shall cause the election to be held at a special
meeting of the shareholders as soon thereafter as conveniently
may be.
SECTION 2. Special Meetings. Special meeting of the
shareholders, for any purpose or purposes, unless otherwise
prescribed by statute, may be called by the President or by
the Board of Directors, and shall be called by the President
at the request of the holders of not less than ten percent
(10%) of all the outstanding shares of the Corporation
entitled to vote at the meeting.
SECTION 3. Place of Meeting. The Board of Directors my
designate any place, either within or without the State of
Utah, unless otherwise prescribed by statute, as the place of
meeting for any annual meeting or for any special meeting. A
waiver of notice signed by all shareholders entitled to vote
at a meeting may designate any place, either within our
without the State of Utah, unless otherwise prescribed by
statute, as the place for the holding of such meeting. If no
designation is made, the place of meeting shall be the
principal office of the Corporation.
SECTION 4. Notice of Meeting. Written notice stating
the place, day and hour of the meeting and, in case of a
special meeting, the purpose or purposes for which the meeting
is called, shall unless otherwise prescribed by statute, be
delivered not less than ten (10) nor more than sixty (60) days
before the date of the meeting, to each shareholder of record
entitled to vote at such meeting. If mailed, such notice
shall be deemed to be delivered when deposited in the United
States Mail, addressed to the shareholder at his address as it
appears on the stock transfer books of the Corporation, with
postage thereon prepaid.
SECTION 5. Closing of Transfer Books or Fixing of
Record. For the purpose of determining shareholders entitled
to notice of or to vote at any meeting of shareholders or any
adjournment thereof, or shareholders entitled to receive
payment of any dividend, or in order to make a determination
of shareholders for any other proper purpose, the Board of
Directors of the Corporation may provide that the stock
transfer books shall be closed for a stated period, but not to
exceed in any case fifty (50) days. If the stock transfer
books shall be closed for the purpose of determining
shareholders entitled to notice of or to vote at a meeting of
shareholders, such books shall be closed for at least fifteen
(15) days immediately preceding such meeting. In lieu of
closing the stock transfer books, the board of Directors may
fix in advance a date as the record date for any such
determination of shareholders, such date in any case to be not
more than thirty (30) days and, in case of a meeting of
shareholders, not less than ten (10) days, prior to the date
on which the particular action requiring such determination of
shareholders is to be taken. If the stock transfer books are
not closed and no record date is fixed for the determination
of shareholders entitled to notice of or to vote at a meeting
of shareholders, or shareholders entitled to receive payment
of a dividend, the date on which notice of the meeting is
mailed or the date on which the resolution of the Board of
Directors declaring such dividend is adopted, as the case may
be, shall be the record date for such determination of
shareholders. When a determination of shareholders entitled
to vote at any meeting of shareholders has been made as
provided in this section, such determination shall apply to
any adjournment thereof.
SECTION 6. Voting Lists. The officer or agent having
charge of the stock transfer books for shares of the
corporation shall make a complete list of shareholders
entitled to vote at each meeting of shareholders or any
adjournment thereof, arranged in alphabetical order, with the
address of and the number of shares held by each. Such lists
shall be produced and kept open at the time and place of the
meeting and shall be subject to the inspection of any
shareholder during the whole time of the meeting for the
purposes thereof.
SECTION 7. Quorum. A majority of the outstanding shares
of the Corporation entitled to vote, represented in person or
by proxy, shall constitute a quorum at a meeting of
shareholders. If less than a majority of the outstanding
shares are represented at a meeting, a majority of the shares
so represented may adjourn the meeting from time to time
without further notice. At such adjourned meeting at which a
quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as
originally noticed. The shareholders present at a duly
organized meeting may continue to transact business until
adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.
SECTION 8. Proxies. At all meetings of shareholders, a
shareholder may vote in person or by proxy executed in writing
by the shareholder or by his or duly authorized attorney-in-
fact. Such proxy shall be filed with the secretary of the
Corporation before or at the time of the meeting. A meeting
of the Board of Directors may be had by means of telephone
conference or similar communications equipment by which all
persons participating in the meeting can hear each other, and
participation in a meeting under such circumstances shall
constitute presence at the meeting.
SECTION 10. Voting of Shares by Certain Holders. Shares
standing in the name of another corporation may be voted by
such officer, agent or proxy as the Bylaws of such corporation
may prescribe or, in the absence of such provision, as the
Board of Directors of such corporation may determine.
Shares held by an administrator, executor, guardian or
conservator may be voted by him either in person or by proxy,
without a transfer of such shares into his name. Shares
standing in the name of a trustee may be voted by him, either
in person or by proxy, but no trustee shall be entitled to
vote shares held by him without a transfer of such shares into
his name.
Shares standing in the name of a receiver may be voted by
such receiver, and shares held by or under the control of a
receiver may be voted by such receiver without the transfer
thereof into his name, if authority to do so be contained in
an appropriate order of the court by which such receiver was
appointed.
A shareholder whose shares are pledged shall be entitled
to vote such shares until the shares have been transferred
into the name of the pledgee, and thereafter the pledgee shall
be entitled to vote the shares so transferred.
Shares of its own stock belonging to the Corporation
shall not be voted directly or indirectly, at any meeting, and
shall not be counted in determining the total number of
outstanding shares at any given time.
SECTION 11. Informal Action by Shareholders. Unless
otherwise provided by law, any action required to be taken at
a meeting of the shareholders, or any other action which may
be taken at a meeting of the shareholders, may be taken
without a meeting if a consent in writing, setting forth the
action so taken, shall be signed by all of the shareholders
entitled to vote with respect to the subject matter thereof.
ARTICLE III: BOARD OF DIRECTORS
SECTION 1. General Powers. The business and affairs of
the Corporation shall be managed by its Board of Directors.
SECTION 2. Number, Tenure and Qualifications. The
number of directors of the Corporation shall be fixed by the
Board of Directors, but in no event shall be less than one (
1 ). Each Director shall hold office until the next annual
meeting of shareholder and until his successor shall have been
elected and qualified.
SECTION 3. Regular Meetings. A regular meeting of the
Board of Directors shall be held without other notice than
this Bylaw immediately after, and at the same place as, the
annual meeting of shareholders. The Board of Directors may
provide, by resolution, the time and place for the holding of
additional regular meetings without notice other than such
resolution.
SECTION 4. Special Meetings. Special meetings of the
Board of Directors may be called by or at the request of the
President or any two directors. The person or persons
authorized to call special meetings of the Board of Directors
may fix the place for holding any special meeting of the Board
of Directors called by them.
SECTION 5. Notice. Notice of any special meeting shall
be given at least one (1) day previous thereto by written
notice delivered personally or mailed to each director at his
business address, or by telegram. If mailed, such notice
shall be deemed to be delivered when deposited in the United
Sates mail so addressed, with postage thereon prepaid. If
notice be given by telegram, such notice shall be deemed to be
delivered when the telegram is delivered to the telegraph
company. Any directors may waive notice of any meeting. The
attendance of a director at a meeting shall constitute a
waiver of notice of such meeting, except where a director
attends a meeting for the express purpose of objecting to the
transaction of any business because the meeting is not
lawfully called or convened.
SECTION 6. Quorum. A majority of the number of
directors fixed by Section 2 of the Article III shall
constitute a quorum for the transaction of business at any
meeting of the Board of Directors, but if less than such
majority is present at a meeting, a majority of the directors
present may adjourn the meeting from time to time without
further notice.
SECTION 7. Manner of Acting. The act of the majority of
the directors present at a meeting at which a quorum is
present shall be the act of the Board of Directors.
SECTION 8. Action Without a Meeting. Any action that
may be taken by the Board of Directors at a meeting may be
taken without a meeting if a consent in writing, setting forth
the action so to be taken, shall be signed before such action
by all of the directors.
SECTION 9. Vacancies. Any vacancy occurring in the
Board of Directors may be filled by the affirmative vote of a
majority of the remaining directors though less than a quorum
of the Board of Directors, unless otherwise provided by law.
A director elected to fill a vacancy shall be elected for the
unexpired term of his predecessor in office. Any directorship
to be filled by reason of an increase in the number of
directors may be filled by election by the Board of Directors
for a term of office continuing only until the next election
of directors by the shareholders.
SECTION 10. Compensation. By resolution of the Board of
Directors, each director may be paid his expenses, if any, of
attendance at each meeting of the Board of Directors, and may
be paid a stated salary as a director or a fixed sum for
attendance at each meeting of the Board of Directors or both.
No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation
thereof.
SECTION 11. Presumption of Assent. A director of the
Corporation who is present at a meeting of the Board of
Directors at which action on any corporate matter is taken
shall be presumed to have assented to the action taken unless
his dissent shall be entered in the minutes of the meeting or
unless he shall file his written dissent to such action with
the person acting as the Secretary of the meeting before the
adjournment thereof, or shall forward such dissent by
registered mail to the Secretary of the Corporation
immediately after the adjournment of the meeting. Such right
to dissent shall not apply to a director who voted in favor of
such action.
ARTICLES IV: OFFICERS
SECTION 1. Number. The officers of the corporation
shall be a President, one or more vice Presidents, a Secretary
and a Treasurer, each of whom shall be elected by the Board of
Directors. Such other officers and assistant officers as may
be deemed necessary may be elected or appointed by the Board
of Directors, including a Chairman of the Board. In its
discretion, the Board of Directors may leave unfilled for any
such period as it may determine any office except those of
President and Secretary. Any two or more offices may be held
by the same person. Officers may be directors or shareholders
of the Corporation.
SECTION 2. Election and Term of Office. The officers of
the Corporation to be elected by the board of Directors shall
be elected annually by the board of Directors at the first
meeting of the Board of Directors held after each annual
meeting of the shareholders. If the election of officers
shall not be held at such meeting, such election shall be held
as soon thereafter as conveniently may be. Each officer shall
hold office until his successor shall have been duly elected
and shall have qualified, or until his death, or until he
shall resign or shall have been removed in the manner
hereinafter provided.
SECTION 3. Removal. Any officer or agent may be removed
by the Board of Directors whenever, in its judgement, the best
interests of the Corporation will be served thereby, but such
removal shall be without prejudice to the contract rights, if
any, of the person so removed. Election or appointment of an
officer or agent shall not of itself create contract rights,
and such appointment shall be terminable at will.
SECTION 4. Vacancies. A vacancy in any office because
of death, resignation, removal, disqualification or otherwise,
may be filled by the Board of Directors for the unexpired
portion of the term.
SECTION 5. President. The president shall be the
principal executive officer of the Corporation and, subject to
the control of the Board of Directors, shall in general
supervise and control all of the business and affairs of the
Corporation. He shall, when present, preside at all meetings
of the shareholders and of the Board of Directors, unless
there is a Chairman of the Board, in which case the Chairman
shall preside. He may sign, with the Secretary or any other
proper officer of the Corporation thereunto authorized by the
Board of Directors, certificates for shares of the
Corporation, any deed, mortgages, bonds, contract, or other
instruments which the Board of Directors has authorized to be
executed, except in cases where the signing and execution
thereof shall be expressly delegated by the Board of Directors
or by there Bylaws to some other officer or agent of the
Corporation, or shall be required by law to be otherwise
signed or executed; and in general shall perform all duties
incident to the office of President and such other duties as
may be prescribed by the Board of Directors from time to time.
SECTION 6. Vice President. In the absence of the
president or in the event of his death, inability or refusal
to act, the Vice President shall perform the duties of the
President, and when so acting, shall have all the powers of
and be subject to all the restrictions upon the President.
The Vice President shall perform such other duties as from
time to time may be assigned to him by the President or by the
Board of Directors, If there is more than one Vice President,
each Vice President shall succeed to the duties of the
President in order of rank as determined by the Board of
Directors. If no such rank has been determined, then each
Vice President shall succeed to the duties of the President in
order of date of election, the earliest date having the first
rank.
SECTION 7. Secretary. The Secretary shall: (a) keep
the minutes of the Board of Directors in one or more minute
books provided for the purpose; (b) see that all notices are
duly given in accordance with the provisions of the Bylaws or
as required by law; (c) be custodian of the corporate records
and of the seal of the Corporation and see that the seal of
the Corporation is affixed to all documents, the execution of
which on behalf of the Corporation under its seal is duly
authorized; (d) keep a register of the post office address of
each shareholder which shall be furnished to the Secretary by
such shareholder; (e) sign with the President certificates
for share of the Corporation, the issuance of which shall have
been authorized by resolution of the Board of Directors; (f)
have general charge of the stock transfer books of the
Corporation, and (g) in general perform all duties incident to
the office of the Secretary and such other duties as from time
to time may be assigned to him by the President or by the
Board of Directors.
SECTION 8. Treasurer. The Treasurer shall: (a) have
charge and custody of and be responsible for all funds and
securities of the Corporation; (b) receive and give receipts
for moneys due and payable to the Corporation in such banks,
trust companies or other depositories as shall be selected in
accordance with the provisions of Article VI of these Bylaw;
and (c) in general perform all of the duties incident to the
office of Treasurer and such other duties as from time to time
may be assigned to him by the President or by the Board of
Directors. If required by the Board of Directors, the
Treasurer shall give a bond for the faithful discharge of his
duties in such sum and with such sureties as the Board of
Directors shall determine.
SECTION 9. Salaries. The salaries of the officers shall
be fixed from time to time by the Board of Directors, and no
officer shall be prevented from receiving such salary by
reason of the fact that he is also a director of the
Corporation.
ARTICLE V: INDEMNITY
The Corporation shall indemnify its directors, officers
and employees as follows:
(a) Every director, officer, or employee of the
Corporation shall be indemnified by the Corporation against
all expenses and liabilities, including counsel fees,
reasonable incurred by or imposed upon him in connection with
any proceeding to which he may become involved, by reason of
his being or having been a director, officer, employee or
agent of the Corporation or is or was serving at the request
of the Corporation as a director, officer, employee or agent
of the corporation, partnership, joint venture, trust or
enterprise, or any settlement thereof, whether or not he is a
director, officer, employee or agent at the time such expenses
are incurred, except in such cases wherein the director,
officer, or employee is adjudged guilty of willful misfeasance
or malfeasance in the performance of his duties; provided that
in the event of a settlement the indemnification herein shall
apply only when the Board of Directors approves such
settlement and reimbursement as being for the best interests
of the Corporation.
(b) The Corporation shall provide to any person who is
or was a director, officer, employee, or agent of the
Corporation or is or was serving at the request of the
Corporation as director, officer, employee or agent of the
corporation, partnership, joint venture, trust or enterprise,
the indemnity against expenses of suit, litigation or other
proceedings which is specifically permissible under applicable
law.
(c) The Board of Directors may, in its discretion,
direct the purchase of liability insurance by way of
implementing the provisions of the Article V.
ARTICLE VI: CONTRACTS, LOANS, CHECKS, AND DEPOSITS
SECTION 1. Contracts. The Board of Directors may
authorize any office or officers, agent or agents, to enter
into any contract or execute and deliver any instrument in the
name of and on behalf of the Corporation, and such authority
may be general or confined to specific instances.
SECTION 2. Loans. No loans shall be contracted on
behalf of the Corporation and no evidences of indebtedness
shall be issued in its name unless authorized by a resolution
of the Board of Directors. Such authority may be general or
confined to specific instances.
SECTION 3. Checks, Drafts, etc. All checks, drafts or
other orders for the payment of money, notes or other
evidences of indebtedness issued in the name of the
Corporation, shall be signed by such officer or officers,
agent or agents of the Corporation and in such manner as shall
from time to time be determined by resolution of the Board of
Directors.
SECTION 4. Deposits. All funds of the Corporation not
otherwise employed shall be deposited from time to time to the
credit of the Corporation in such banks, trust companies or
other depositories as the Board of Directors may select.
ARTICLE VII. CERTIFICATES FOR SHARES AND THEIR TRANSFER
SECTION 1. Certificates for Shares. Certificates
representing shares of the Corporation shall be in such form
as shall be determined by the Board of Directors. Such
certificates shall be signed by the President and by the
Secretary or by such other officers authorized by law and by
the Board of Directors so to do, and sealed with the corporate
seal. All certificates for shares shall be consecutively
numbered or otherwise identified. The name and address of the
person to whom the shares represented thereby are issued, with
the number of shares and date of issue, shall be entered on
the stock transfer books of the Corporation. All certificates
surrendered to the Corporation for transfer shall be cancelled
and no new certificate shall be issued until the former
certificate for a like number of shares shall have been
surrendered and cancelled, expect that in case of a lost,
destroyed or mutilated certificate a new one may be issued
therefore upon such terms and indemnity to the Corporation as
the Board of Directors may prescribe.
SECTION 2. Transfer of Shares. Transfer of shares of
the Corporation shall be made only on the stock transfer books
of the Corporation by the holder of record thereof or by his
legal representative, who shall furnish proper evidence of
authority to transfer, or by his attorney thereunto authorized
by power of attorney duly executed and filed with the
Secretary of the Corporation, and on surrender for
cancellation of the certificate for such shares. The person
in whose name shares stand on the books of the Corporation
shall be deemed by the Corporation to be the owner thereof for
all purposes, Provided, however, that upon any action
undertaken by the shareholder to elect S Corporation status
pursuant to Section 1362 of the Internal Revenue Code and upon
any shareholders agreement thereto restricting the transfer of
said shares so as to disqualify said S Corporation status,
said restriction on transfer shall be made a part of the
Bylaws so long as said agreements is in force and effect.
ARTICLE VIII: FISCAL YEAR
The fiscal year of the Corporation shall begin on the 1st
day of January and end on the 31st day of December of each
year.
ARTICLE IX: DIVIDENDS
The Board of Directors may from time to time declare, and
the Corporation may pay, dividends on its outstanding shares
in the manner and upon the terms and condition provided by law
and its Articles of Incorporation.
ARTICLE X: CORPORATE SEAL
The Board of Directors shall provide a corporate seal
which shall be circular in form and shall have inscribed
thereon the name of the Corporation and the state of
incorporation and the words, Corporate Seal.
ARTICLE XI: WAIVER OF NOTICE
Unless otherwise provided by law, whenever any notice is
required to be given to any shareholder or director of the
Corporation under the provision of the Articles of
Incorporation or under the provisions of the applicable
Business Corporation Act, a waiver thereof in writing, signed
by the person or persons entitled to such notice, whether
before or after the time stated therein, shall be deemed
equivalent to the giving of such notice.
ARTICLE XII: AMENDMENTS
These Bylaws may be altered, amended or repealed and new
Bylaws may be adopted by the Board of Directors at any regular
or special meeting of the Board of Directors.
The above Bylaws are certified to have been adopted by
the Board of Directors of the Corporation on the _____ day of
March, 1999.
Vincent van den Brink, Secretary
Glennaire Articles of Incorporation:
http://www.freeedgar.com/search/ViewFilings.asp?CIK=1090060&...
ARTICLES OF INCORPORATION
OF
GLENNAIRE FINANCIAL SERVICES, INC.
The undersigned, a natural person at least eighteen years old,
does hereby act as incorporator in adopting the following Articles
of Incorporation for the purpose of organizing the business
corporation hereinafter named GLENNAIRE FINANCIAL SERVICES, INC.,
pursuant to the provisions of the Utah Revised Business Corporation
Act.
FIRST: The name of the corporation is GLENNAIRE FINANCIAL
SERVICES, INC. (the "Corporation").
SECOND: The principal office of the Corporation in the State
of Utah is located at 3909 S. Alberly Way, Salt Lake City, Utah
84124-810. The name and address of the registered agent of the
Corporation is Mr. James Barber, 3909 S. Alberly Way, Salt Lake
City, Utah 84124-810. The signature of the said registered agent is
set forth in the last Article of these Articles of Incorporation.
THIRD: The purpose of the Corporation is to engage in any
lawful act or activity for which a corporation may be organized
under the Utah Revised Business Corporation Act and the duration of
the Corporation shall be perpetual.
FOURTH: The following provisions are inserted for the
management of the business and the conduct of the affairs of the
Corporation, and for further definition, limitation and regulation
of the powers of the Corporation and of its directors and
stockholders:
A. The governing board of this Corporation shall be known
as the board of directors (the "Board of Directors" or the "Board")
and its members all be known as directors, and the number of
directors may from time to time be increased or decreased by
resolution of the Board of Directors, provided that the number of
directors shall not be reduced to less than three (3). The Board of
Directors shall be divided into three classes, as nearly equal in
number as possible, and the term of office for each respective
class of directors shall be so arranged that the term of office of
directors of one class shall expire at each successive annual
meeting of stockholders, and in all cases as to each director until
their successor shall be elected and shall qualify, or until his
earlier resignation, removal from office, death or incapacity. At
each annual meeting of stockholders after the first annual meeting,
the number of directors equal to the number of directors of the
class whose term expires at the time of such meeting (or such
greater or lesser number as would be required by an increase or
decrease in the size of the Board of Directors) shall be elected to
hold office until the third succeeding annual meeting of
stockholders after their election. This Article FOURTH may not be
amended or repealed without the affirmative vote of at least sixty-
six and two-thirds percent (66-2/3%) of the voting power of the
shares entitled to vote thereon.
B. Special meetings of stockholders of the Corporation
may be called only by the Chairman of the Board or the President or
by the Board of Directors acting pursuant to a resolution adopted
by a majority of the Whole Board. For purposes of these Articles of
Corporation, the term "Whole Board" shall mean the total number of
authorized directors whether or not there exists any vacancies in
previously authorized directorships.
FIFTH: A. The total number of shares of all classes of
stock which the Corporation shall have authority to issue is One
Hundred Forty Million (140,000,000), consisting of One Hundred
million (100,000,000) shares of common stock, par value one-tenth
of one cent ($0.001) per share (the "Common Stock") and Forty
million (40,000,000) shares of preferred stock, par value one-
tenth of one cent ($0.001) per share (the "Preferred Stock").
B. COMMON STOCK. The shares of Common Stock shall have no
pre-emptive or preferential rights of subscription concerning
further issuance or authorization of any securities of the
Corporation. Each share of Common Stock shall entitle the holder
thereof to one vote, in person or by proxy. The holders of the
Common Stock shall be entitled to receive dividends if, as and when
declared by the Board of Directors.
The Common Stock may be issued from time to time in one or
more series and shall have such other relative, participant,
optional or special rights, qualifications, limitations or
restrictions thereof as shall be stated and expressed in the
resolution or resolutions providing for the issuance of such Common
Stock from time to time adopted by the Board of Directors pursuant
to authority so to adopt which is hereby vested in the Board of
Directors.
C. PREFERRED STOCK. The Preferred Stock may be issued
from time to time in one or more series and (a) may have such
voting powers, full or limited, or may be without voting powers;
(b) may be subject to redemption at such time or times and at such
prices; (c) may be entitled to receive dividends (which may be
cumulative or non-cumulative) at such rate or rates, on such
conditions, and at such times, and payable in preference to, or in
such relation to, the dividends payable on any other class or
classes or series of stock; (d) may have such rights upon the
dissolution of, or upon any distribution of the assets of, the
Corporation; (e) may be made convertible into, or exchangeable for,
shares of any other class or classes or of any other series of the
same or any other class or classes of stock of the Corporation, at
such price or prices or at such rates of exchange, and with such
adjustments and (f) shall have such other relative, participating,
optional or special rights, qualifications, limitations or
restrictions thereof as shall hereafter be stated and expressed in
the resolution or resolutions providing for the issuance of such
Preferred Stock from time to time adopted by the Board of Directors
pursuant to authority so to do which is hereby vested in the Board
of Directors.
At any time from time to time when authorized by resolution of
the Board of Directors and without any action by its shareholders,
the Corporation may issue or sell any shares of its stock of any
Class or series, whether out of the unissued shares thereof
authorized by these Articles of Incorporation, as amended, or out
of shares of its stock acquired by it after the issue thereof, and
whether or not the shares thereof so issued or sold shall confer
upon the holders thereof the right to exchange or convert such
shares for or into other shares of stock of the Corporation of any
class or classes or any series thereof. When similarly authorized,
but without any action by its shareholders, the Corporation may
issue or grant rights, warrants or options, in bearer or registered
or such other form as the Board of Directors may determine, for the
purchase of shares of the stock of any class or series of the
Corporation within such period of time, or without limit as to
time, of such aggregate number of shares, and at such price per
share, as the Board of Directors may determine. Such rights,
warrants or options may be issued or granted separately or in
connection with the issue of any bonds, debentures, notes,
obligations or other evidences of indebtedness or shares of the
stock of any class or series of the Corporation and for such
consideration and on such terms and conditions as the Board of
Directors, in its sole discretion, may determine. In each case, the
consideration to be received by the Corporation for any such shares
so issued or sold shall be such as shall be fixed from time to time
by the Board of Directors.
D. The capital stock, after the amount of the
subscription price, or par value, has been paid in, shall not be
subject to assessment.
E. No holder of shares of stock of the Corporation shall
be entitled as of right to purchase or subscribe for any part of
any unissued stock of this Corporation or of any new or additional
authorized stock of the Corporation of any class whatsoever, or of
any issue of securities of the Corporation convertible into stock,
whether such stock or securities be issued for money or for a
consideration other than money or by way of dividend, but any such
unissued stock or such new or additional authorized stock or such
securities convertible into stock may be issued and disposed of to
such persons, firms, corporations and associations, and upon such
terms as may be deemed advisable by the Board of Directors without
offering to stockholders of record or any class of stockholders
upon the same terms or upon any terms.
SIXTH: A. Subject to the rights of the holders of any
series of Preferred Stock to elect additional directors under
specified circumstances, the number of directors shall be fixed
from time to time exclusively by the Board of Directors pursuant to
a resolution adopted by a majority of the Whole Board.
B. Subject to the rights of the holders of any series of
Preferred Stock then outstanding, newly created directorships
resulting from any increase in the authorized number of directors
or any vacancies in the Board of Directors resulting from death,
resignation, retirement, disqualification, removal from office or
other cause shall, unless otherwise provided by law or by
resolution of the Board of Directors, be filled only by a majority
vote of the directors then in office, though less than a quorum,
and directors so chosen shall hold office for a term expiring at
the annual meeting of stockholders at which the term of office of
the class to which they have been chosen expires. No decrease in
the authorized number of directors shall shorten the term of any
incumbent director.
C. Advance notice of stockholder nominations for the
election of directors and of business to be brought by stockholders
before any meeting of the stockholders of the Corporation shall be
given in the manner provided in the by-laws of the Corporation.
D. Subject to the rights of the holders of any series of
Preferred Stock then outstanding, any directors, or the entire
Board of Directors, may be removed from office at any time, but
only for cause and only by the affirmative vote of the holders at
least fifty percent (50%) of the voting power of all of the then-
outstanding shares of capital stock of the Corporation entitled to
vote generally in the election of directors, voting together as a
single class.
SEVENTH: The Board of Directors is expressly empowered to
adopt, amend or repeal by-laws of the Corporation. Any adoption,
amendment or repeal of the by-laws of the Corporation by the Board
of Directors shall require the approval of a majority of the Whole
Board. The stockholders shall also have power to adopt, amend or
repeal the by-laws of the Corporation; provided, however, that, in
addition to any vote of the holders of any class or series of stock
of the Corporation required by law or by these Articles of
Corporation, the affirmative vote of the holders of at least fifty
percent (50%) of the voting power of all of the then-outstanding
shares of the capital stock of the Corporation entitled to vote
generally in the election of directors, voting together as a single
class, shall be required to adopt, amend or repeal any provision of
the by-laws of the Corporation.
EIGHTH: The Corporation reserves the right to amend or repeal
any provision contained in these Articles of Incorporation in the
manner prescribed by the laws of the State of Utah and all rights
conferred upon stockholders are granted subject to this
reservation; provided, however, that, notwithstanding any other
provision of these Articles of Incorporation or any provision of
law that might otherwise permit a lesser vote or no vote, but in
addition to any vote of the holders of any class or series of the
stock of this Corporation required by law or by these Articles of
Incorporation, the affirmative vote of the holders of at least
sixty-six and two-thirds percent (66-2/3%) of the voting power of
all the then-outstanding shares of the capital stock of the
Corporation entitled to vote generally in the election of
Directors, voting together as a single class, shall be required to
amend or repeal this Article EIGHTH, Article SIXTH, Article
SEVENTH, or Article NINTH.
NINTH: The Board of Directors of the Corporation, when
evaluating any offer of another party to (a) make a tender or
exchange offer for any equity security of the Corporation, (b)
merge or consolidate the Corporation with another corporation or
(c) purchase or otherwise acquire all or substantially all of the
properties and assets of the Corporation, may, in connection with
the exercise of its judgment in determining what is in the best
interests of the Corporation and its stockholders, give due
consideration to (i) all relevant factors, including without
limitation the social, legal, environmental and economic effects on
the employees, customers, suppliers and other affected persons,
firms and corporations, and on the communities and geographical
areas in which the Corporation and its subsidiaries operate or are
located and on any of the businesses and properties of the
Corporation or any of its subsidiaries, as well as such other
factors as the directors deem relevant, (ii) not only the
financial consideration being offered in relation to the then
current market price for the Corporation's outstanding shares of
capital stock, but also in relation to the then current value of
the Corporation in a freely negotiated transaction and in relation
to the Board of Directors' estimate of the future value of the
Corporation (including the unrealized value of its properties and
assets) as an independent going concern, and (iii) the obligations
of the Corporation, and any of its subsidiaries, to provide stable,
reliable services on a continuing or long term basis.
TENTH: A director or officer of the Corporation shall have no
personal liability to the Corporation or its stockholders for
damages for breach of fiduciary duty as a director or officer,
except for (a) acts or omissions which involve intentional
misconduct, fraud or a knowing violation of law; or (b) the payment
of dividends in violation of the applicable statutes of Utah. If
the Utah Revised Business Corporation Act is amended after approval
by the stockholders of this Article TENTH to authorize corporate
action further eliminating or limiting the personal liability of
directors or officers, the liability of a director or officer of
the Corporation shall be eliminated or limited to the fullest
extent permitted by the Utah General Corporation Law, as so amended
from time to time. No repeal or modification of this Article TENTH
by the stockholders shall adversely affect any right or protection
of a director or officer of the Corporation existing by virtue of
this Article TENTH at the time of such repeal or modification.
ELEVENTH: A. The Corporation shall indemnify and hold harmless
any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he or she is or was or
has agreed to become a director or officer of the Corporation or is
serving at the request of the Corporation as a director or officer
of another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise or by reason of actions alleged to
have been taken or omitted in such capacity or in any other
capacity while serving as a director or officer. The
indemnification of directors and officers by the Corporation shall
be to the fullest extent authorized or permitted by applicable law,
as such law exists or may hereafter be amended (but only to the
extent that such amendment permits the Corporation to provide
broader indemnification rights than permitted prior to the
amendment). The indemnification of directors and officers shall be
against all loss, liability and expense (including attorneys fees,
costs, damages, judgments, fines, amounts paid in settlement and
ERISA excise taxes or penalties) actually and reasonably incurred
by or on behalf of a director or officer in connection with such
action, suit or proceeding, including any appeal; provided,
however, that with respect to any action, suit or proceeding
initiated by a director or officer, the Corporation shall indemnify
such director or officer only if the action, suit or proceeding was
authorized by the Board of Directors of the Corporation, except
with respect to a suit for the enforcement of rights to
indemnification or advancement of expenses in accordance with
Section C below.
B. The expenses of directors and officers incurred as a
party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative shall be paid by the Corporation as they are incurred
and in advance of the final disposition of the action, suit or
proceeding; provided, however, that if applicable law so requires,
the advance payment of expenses shall be made only upon receipt by
the Corporation of an undertaking by or on behalf of the director
or officer to repay ail amounts so advanced in the event that it is
ultimately determined by a final decision, order or decree of a
court of competent jurisdiction that the director or officer is not
entitled to be indemnified for such expenses under this Article
ELEVENTH.
C. Any director or officer may enforce his or her rights
to indemnification or advance payments for expenses in a suit
brought against the Corporation if his or her request for
indemnification or advance payments for expenses is wholly or
partially refused by the Corporation or if there is no
determination with respect to such request within 60 days from
receipt by the Corporation of a written notice from the director or
officer for such a determination. If a director or officer is
successful in establishing in a suit his or her entitlement to
receive or recover an advancement of expenses or a right to
indemnification, in whole or in part, he or she shall also be
indemnified by the Corporation for costs and expenses incurred in
such suit. It shall be a defense to any such suit (other than a
suit brought to enforce a claim for the advancement of expenses
under Section B of this Article ELEVENTH where the required
undertaking, if any, has been received by the Corporation) that the
claimant has not met the standard of conduct set forth in the Utah
Revised Business Corporation Act. Neither the failure of the
Corporation to have made a determination prior to the commencement
of such suit that indemnification of the director or officer is
proper in the circumstances because the director or officer has met
the applicable standard of conduct nor a determination by the
Corporation that the director or officer has not met such
applicable standard of conduct shall be a defense to the suit or
create a presumption that the director or officer has not met the
applicable standard of conduct. In a suit brought by a director or
officer to enforce a right under this Section C or by the
Corporation to recover and advancement of expenses pursuant to the
terms of an undertaking, the burden of proving that a director or
officer is not entitled to be indemnified or is not entitled to an
advancement of expenses under this Section C or otherwise, shall be
on the Corporation.
D. The right to indemnification and to the payment of
expenses as they are incurred and in advance of the final
disposition of the action, suit or proceeding shall not be
exclusive of any other right to which a person may be entitled
under these Articles of Incorporation or any by-law, agreement,
statute, vote of stockholders or disinterested directors or
otherwise. The right to indemnification under Section A above shall
continue for a person who has ceased to be a director or officer
and shall inure to the benefit of his or her heirs, next of kin,
executors, administrators and legal representatives.
E. The Corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee or
agent of the Corporation or another corporation, partnership, joint
venture, trust or other enterprise against any loss, liability or
expense, whether or not the Corporation would have the power to
indemnify such person against such loss, liability or expense under
the Utah General Corporation Law.
F. The Corporation shall not be obligated to reimburse
the amount of any settlement unless it has agreed to such
settlement. If any person shall unreasonably fail to enter into a
settlement of any action, suit or proceeding within the scope of
Section A above, offered or assented to by the opposing party or
parties and which is acceptable to the Corporation, then,
notwithstanding any other provision of this Article ELEVENTH, the
indemnification obligation of the Corporation in connection with
such action, suit or proceeding shall be limited to the total of
the amount at which settlement could have been made and the
expenses incurred by such person prior to the time the settlement
could reasonably have been effected.
G. The Corporation may, to the extent authorized from
time to time by the Board of Directors, grant rights to
indemnification and to the advancement of expenses to any employee
or agent of the Corporation or to any director, officer, employee
or agent of any of its subsidiaries to the fullest extent of the
provisions of this Article ELEVENTH subject to the imposition of
any conditions or limitations as the Board of Directors of the
Corporation may deem necessary or appropriate.
TWELFTH: In the event of a conflict between the terms of these
Articles of Incorporation and the By-Laws of the Corporation, the
terms and provisions of these Articles of Incorporation shall
govern.
THIRTEENTH: The signature of the aforesaid registered agent
of the corporation is as follows:
___________________________
JAMES BARBER
THE UNDERSIGNED, being the incorporator of this Corporation,
for the purpose of adopting these Articles of Incorporation under
the laws of the State of Utah do make, file and record these
Articles of Incorporation, do certify that the facts herein stated
are true, and, accordingly, have hereto set my hand and seal this
____th day of March, 1999.
_________________________________
JAMES BARBER, Incorporator
3909 S. Alberly Way
Salt Lake City, Utah 84124-810
Winners Internet Network, Inc. Board of Directors Announces Shareholders Meeting
ST. AUGUSTINE, Fla.--(BUSINESS WIRE)--April 6, 2001--The Board of Directors of Winners Internet Network, Inc. (OTC:WINR - news), today announced that it will hold a Shareholders Meeting at the end of May (Week 21, 22) in Liechtenstein. Detailed information will be made available soon. The Reorganisation of the Board and the definition of new strategies that are focused are the current primary objectives.
About Winners Internet Network
Winners Internet Network (www.winr.net) is a financial transaction processor and integrator, with processing operations based in Europe. Winners services both vendors and customers in the Internet-based e-commerce space with state-of-the-art secure financial transaction software and technology.
Disclaimer
Information contained in this news release - other than historical information - should be considered as forward-looking, pursuant to the ``safe harbor'' provisions of the Private Securities Litigation Reform Act of 1995, and as such is subject to various risk factors and uncertainties. For instance, Winners Internet Network, Inc.'s strategies and operations involve risks of competition, changing market conditions, changes in laws and regulations affecting these industries, and numerous other factors. Accordingly, actual results may differ materially from those in such forward-looking statements.
--------------------------------------------------------------------------------
Contact:
Winners Internet Network Inc., St. Augustine
Stefan Vogt, 423/377-4443
Via E-mail Only: vogt@winr.net
Winners Internet Network, Inc. Board of Directors Announces New President/CEO
ST. AUGUSTINE, Fla.--(BUSINESS WIRE)--March 29, 2001--The Board of Directors of Winners Internet Network, Inc. (OTC:WINR - news), today announced that it has accepted the resignation of David C. Skinner, Jr. as President and CEO of the Company and that Stefan Vogt has been appointed as President and CEO in his place.
Mr. Vogt is a citizen of Liechtenstein and brings his educational background in Computer Science and Business Economics, as well as broad experience in project and applications management which he acquired in his former position with Hilti Befestigungs Technik AG. He is fluent in English, German and French.
The Board wishes to express its appreciation to Mr. Skinner for his past service to the Company. Mr. Skinner will remain Chairman of the Board during a brief transitional period after which it is anticipated that he will step down from the Board. Additional announcements will be made in the near future regarding the composition of the new Board of Directors and the new management team.
About Winners Internet Network
Winners Internet Network (www.winr.net) is a financial transaction processor and integrator, with processing operations based in Europe. Winners services both vendors and customers in the Internet-based e-commerce space with state-of-the-art secure financial transaction software and technology.
Disclaimer
Information contained in this news release - other than historical information - should be considered as forward-looking, pursuant to the ``safe harbor'' provisions of the Private Securities Litigation Reform Act of 1995, and as such is subject to various risk factors and uncertainties. For instance, Winners Internet Network, Inc.'s strategies and operations involve risks of competition, changing market conditions, changes in laws and regulations affecting these industries, and numerous other factors. Accordingly, actual results may differ materially from those in such forward-looking statements.
--------------------------------------------------------------------------------
Contact:
Winners Internet Network Inc., St. Augustine
Stefan Vogt, +423 3774443
Via E-mail Only: vogt@winr.net
Winners Internet Network, Inc. Board of Directors Meeting Addresses Various Concerns
ST. AUGUSTINE, Fla., Feb 27, 2001 (BUSINESS WIRE) -- David C. Skinner, Jr., President and CEO of Winners Internet Network, Inc. (OTC: WINR chart, msgs), today announced that a Board of Director's Meeting was held last week in Liechtenstein to address issues and concerns relating to the business operations of the Company.
At the meeting, the Company reported that despite its continued and timely fulfillment of all necessary forms, submittals and procedures in its efforts to get relisted on the OTC BB, delays by various authorities in responding to such submittals, and questions raised which required submission of additional responses and information, have continued to delay the process.
The Company also reported that it had made significant progress in expanding the scope of its processing business, but that the recent extremely rapid rate of growth had resulted in certain procedural and operational problems. Individual BOD members have been assigned to further investigate and explore these various issues in conjunction with management.
The Company also reported that it is exploring possibilities which could result in significant changes in the management and / or control of the Company. The Company anticipates that results of these various explorations should be reported back within the next 10-14 days, at which time additional information will be released regarding their status.
The Company and the Board also accepted the resignation of Markus Buechel from the Board of Directors for personal reasons. The Company intends to wait to find a replacement until the issues indicated above are fully addressed.
About Winners Internet Network
Winners Internet Network (www.winr.net) is a financial transaction processor and integrator, with processing operations based in Europe. Winners services both vendors and customers in the Internet-based e-commerce space with state-of-the-art secure financial transaction software and technology. Winners Internet Network also maintains a strategic partnership with and holds a 19% equity interest in SupraNet (www.supra.net), a private company based in Liechtenstein, which serves individuals and businesses throughout Europe, providing Dial-Up Internet Access, Leased Lines, DSL Connections, Hosting and Venue, E-Mail, and Encryption and Privacy Technology and Systems.
Disclaimer
Information contained in this news release - other than historical information - should be considered as forward-looking, pursuant to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, and as such is subject to various risk factors and uncertainties. For instance, Winners Internet Network, Inc.'s strategies and operations involve risks of competition, changing market conditions, changes in laws and regulations affecting these industries, and numerous other factors. Accordingly, actual results may differ materially from those in such forward-looking statements.
Contact:
Winners Internet Network, Inc., St. Augustine
David Skinner Jr., 904/824-7447
or
Stockholder Information/Investor Relations
Via E-mail:
dcsjr@winr.net
St. Augustine, Fla.-Based Web Firm Initiates Transaction Service for Casinos.
July 21, 2000 (The Florida Times-Union/KRTBN).
http://www.siliconinvestor.com/stocktalk/msg.gsp?msgid=14465695
St. Augustine, Fla.-Based Web Firm Initiates Transaction Service for Casinos
http://www.pinksheets.com/quote/news.jsp?url=fis_story.asp%3...
July 21, 2000
Jul. 21 (The Florida Times-Union/KRTBN)--Congress this week failed in its latest attempt to pass a bill banning Internet gambling, a bill that would put a serious crimp in the business of Winners Internet Network Inc., a St. Augustine-based company that provides transaction services for Internet casinos.
But David C. Skinner Jr., president and chief executive officer of Winners Internet, wasn't losing any sleep over Monday's vote in the U.S. House of Representatives. And he won't worry when the bill, inevitably, comes up again.
Skinner has been preparing for it for years. "We founded the company on the premise that at one point in time,
there would be legislation to prohibit this," he said.
Skinner started the company in the mid-1990s to provide clearinghouse services for Internet casinos. An accountantworking in a tax consulting practice with his father, Skinner got to know the casino business by working with one of their clients, a casino in Aruba.
"I ended up learning the gaming business from the inside out," he said.
Winners Internet provides a system that assures both casino operators and gamblers that payments will be made. Of course, that kind of system can easily be adapted for other uses, and Winners Internet has been expanding its operation to provide services for all kinds of companies that do business over the Internet.
"We knew we would have to get involved in the e-commerce market," Skinner said.
Winners Internet currently gets about 20 to 25 percent of its revenues from general e-commerce and the rest from Internet casinos. Even if there is no legislation against Internet gambling, Skinner expects e-commerce revenues to become a bigger part of the company.
"I would estimate by year-end we would have at least a 50-50 split," he said.
According to the company's most recent financial report, about 85 percent of its casino revenues come from U.S. players. Winners Internet does not operate a casino, but its Web site provides links to allow users to find Internet casinos, located outside of the United States, that use the Winners Internet transaction system.
Federal laws regarding Internet gambling are murky. A 1961 law called the Interstate Wireline Act made it illegal to place bets over telephone wires, but since the Internet is sometimes wireless, there has been a legal debate over whether that law applies to Internet gambling.
To clear up the confusion, the U.S. Senate approved a bill last November that expressly prohibits Internet gambling and the House voted on similar legislation Monday. But the House bill failed, apparently over concerns about some exemptions in the bill.
The bill will likely come up again and if federal legislation is enacted to prohibit Internet gambling, Winners Internet won't do any casino business with U.S. customers. The company complies with all prohibition laws against gambling and its software is designed to deny access to anyone trying to place a bet from an illegal jurisdiction.
"They might get through for a while, but eventually we'll catch them," Skinner said.
For example, Winners Internet will not take any bets in Florida, which does have specific laws that cover Internet gambling.
"It is absolutely illegal to gamble in Florida. There is no question about that," said John Glogau, special counsel in the Florida Attorney General's office.
It would also be illegal in Florida to process transactions for gambling. But while Winners Internet's administrative office is in St. Augustine, its server -- the central computer that provides the processing services -- is actually located in Liechtenstein. Skinner had some business connections in the small European country because his father did some tax work there in the 1980s.
But don't think Winners Internet is trying to hide anything by locating its server overseas.
"We wanted to be a public company, to be an open book," Skinner said. Winners Internet is a publicly traded company with its stock listed in the over-the-counter market. It recently became what is known as a fully-reporting company with the Securities and Exchange Commission by merging with a dormant public company called Glennaire Financial Services Inc., which had fully-reporting status. So Winners Internet is now filing financial reports with the SEC.
The reports show that the company, which only went on-line in late 1999, had revenues of $822,673 and a profit of $5,067 in 1999.
Besides the legal reasons for putting its server overseas, Winners Internet also gets a competitive advantage in providing service for international customers. Its Liechtenstein server can process transactions in 13 different currencies.
"In the U.S., you would have to convert everything in U.S. dollars," Skinner said. "We were able to set up multiple accounts in multiple currencies."
As of now, Winners Internet has only four U.S. employees and 13 in Europe. But as the e-commerce business grows, Skinner said the company will consider expanding in St. Augustine and possibly putting a server there.
"We definitely want to have some kind of presence in the U.S.," he said.
By Mark Basch
Winners Internet Network, Inc., Announces Receipt of SEC Comment Letter on 8-K and 10-Q Filings.
ST. AUGUSTINE, Fla., Jun 16, 2000 /PRNewswire via COMTEX.
http://www.siliconinvestor.com/stocktalk/msg.gsp?msgid=13900457
Winners Internet Network, Inc., Announces Receipt of SEC Comment Letter on 8-K
and 10-Q Filings
ST. AUGUSTINE, Fla., Jun 16, 2000 /PRNewswire via COMTEX/ -- David C. Skinner
Jr., President and CEO of Winners Internet Network, Inc. (OTC Bulletin Board:
WINR), today announced that the company has received a comment letter from the
SEC on its recent 8-K and 10-Q filings.
"Due to the close interest with which our shareholders are following the SEC
approval process, we wanted to keep everyone informed of our progress," said Mr.
Skinner. "On Monday we received a comment letter from the SEC with two questions
on the 8-K and four questions on the 10-Q. We are in the process of preparing
responses to these questions and anticipate submitting our response by early
next week. If our response is accepted and approved by the SEC, we would
anticipate being re-listed in short order. Clearly, if the SEC returns
additional questions, we will address them in as timely and professional manner
as possible in the interest of rapidly re-establishing ourselves as a fully
reporting company with SEC approval. In the meantime, we are continuing to
execute on our business, which in the long run will be the true determinant of
the value of our enterprise and our share price."
Mr. Skinner added, "We have appreciated the extremely positive response to our
new web site by many of our shareholders and partners, and we look forward to a
bright future."
About Winners Internet Network
Winners Internet Network (www.winr.net) is working to position itself as one of
the premier financial transaction processors and integrators in Europe. Through
a series of recent acquisitions and partnerships, it is laying the groundwork
for an integrated financial processing and e-commerce network that it believes
will offer benefits and proprietary advantages over its competitors. Winners
services both vendors and customers in the expanding Internet-based e-commerce
space with state-of-the-art secure financial transaction software and
technology. Winners Internet Network recently formed a strategic partnership
with and acquired a 19% equity interest in SupraNet AG.
Winners Internet Network, Inc. is a public company with the symbol "WINR." The
Company is also listed on the Hamburg and Frankfurt Stock Exchanges in Germany
to provide local access to the Company and its stock for the European investment
community.
About SupraNet AG
SupraNet AG (www.supra.net), a private company based in Liechtenstein, is an
affiliate of Winners Internet Network. SupraNet AG serves individuals and
businesses throughout Europe, providing Dial-Up Internet Access, Leased Lines,
DSL Connections, Hosting and Venue, E-Mail, and Encryption and Privacy
Technology and Systems.
Contact: David Skinner Jr., President of Winners Internet Network, Inc.
Stockholder Information/Investor Relations Via e-mail only: dcsjr@winr.net.
Safe Harbor Statement: This press release contains certain forward-looking
statements. For this purpose any statements contained in this press release that
are not statements of historical fact may be deemed to be forward-looking
statements. These statements by their nature involve substantial risks and
uncertainties, and actual results may differ materially depending on a variety
of factors, many of which are not within the Company's control. These factors
include, but are not limited to, economic conditions generally and in the
industries in which the Company may participate; competition within their chosen
industry, including competition from much larger competitors; technological
advances and failure by them to successfully develop business relationships.
SOURCE Winners Internet Network, Inc.
CONTACT: Investors, David Skinner Jr., President of Winners Internet
Network, Inc., e-mail, dcsjr@winr.net; or McBride and Associates,
727-820-0711, for Winners Internet Network, Inc.
URL: http://www.winr.net
http://www.supra.net
http://www.prnewswire.com
(C) 2000 PR Newswire. All rights reserved.
-0-
KEYWORD: Florida
INDUSTRY KEYWORD: MLM
CPR
SUBJECT CODE: OTC
Winners Internet Network, Inc. Announces New Web Site and New Processing Contract.
ST. AUGUSTINE, Fla., Jun 7, 2000 /PRNewswire via COMTEX.
http://www.siliconinvestor.com/stocktalk/msg.gsp?msgid=13845450
(COMTEX) B: Winners Internet Network, Inc. Announces New Web Site and
B: Winners Internet Network, Inc. Announces New Web Site and New Processing
Contract
ST. AUGUSTINE, Fla., Jun 7, 2000 /PRNewswire via COMTEX/ -- David C. Skinner,
Jr., President and CEO of Winners Internet Network, Inc. (OTC Bulletin Board:
WINR), today announced that the Company's new Web site is operational and can be
viewed at www.winr.net .
"With the launch of this new site, we have effectively completed the transition
from a strictly gaming-related processing operation to a broad- spectrum
e-business financial processing company," said Mr. Skinner. "The new site
details the various aspects of our business model, gives an overview of the
history and progress of the Company, and provides descriptions of our strategic
partners as we go forward."
"We're also pleased to announce a new e-commerce processing contract for
Safe4Win, a product of Techorg Establishment. Safe4Win is an alternative safety
shell for MS Windows(TM) 95/98/NT offering a high level of additional security
for standalone and network applications. By providing UNIX-like handles, the
product allows restriction of access on a per-user and/or time- period basis to
selected application and OS functions. It is useful in protecting systems and
networks from the potential blunders of inexperienced users and runs
concurrently and compatibly with Windows and Explorer. More information is
available on the Company's Web site at http://www.safe4win.com ."
Mr. Skinner added, "We continue to broaden our horizons, looking to support all
forms of e-commerce and e-entertainment with our proprietary, secure and
reliable financial transaction processing systems. We are also pursuing options
for greater levels of e-hosting and e-banking capabilities."
About Winners Internet Network
Winners Internet Network (www.winr.net) is working to position itself as one of
the premier financial transaction processors and integrators in Europe. Through
a series of recent acquisitions and partnerships, it is laying the groundwork
for an integrated financial processing and e-commerce network that it believes
will offer benefits and proprietary advantages over its competitors. Winners
services both vendors and customers in the expanding Internet-based e-commerce
space with state-of-the-art secure financial transaction software and
technology. Winners Internet Network recently formed a strategic partnership
with and acquired a 19% equity interest in SupraNet AG.
Winners Internet Network, Inc. is a public company with the symbol "WINR." The
Company is also listed on the Hamburg and Frankfurt Stock Exchanges in Germany
to provide local access to the Company and its stock for the European investment
community.
About SupraNet AG
SupraNet AG (www.supra.net), a private company based in Liechtenstein, is an
affiliate of Winners Internet Network. SupraNet AG serves individuals and
businesses throughout Europe, providing Dial-Up Internet Access, Leased Lines,
DSL Connections, Hosting and Venue, E-Mail, and Encryption and Privacy
Technology and Systems.
CONTACT:
David Skinner Jr., Pres.
Winners Internet Network, Inc.
Stockholder Information/Investor Relations Via E-mail Only:
dcsjr@winr.net
Safe Harbor Statement: This press release contains certain forward-looking
statements. For this purpose any statements contained in this press release that
are not statements of historical fact may be deemed to be forward-looking
statements. These statements by their nature involve substantial risks and
uncertainties, and actual results may differ materially depending on a variety
of factors, many of which are not within the Company's control. These factors
include, but are not limited to, economic conditions generally and in the
industries in which the Company may participate; competition within their chosen
industry, including competition from much larger competitors; technological
advances and failure by them to successfully develop business relationships.
SOURCE Winners Internet Network, Inc.
CONTACT: McBride and Associates, 727-374-0189, for Winners Internet
Network, Inc.
URL: http://www.rlmcbride.com
http://www.safe4win.com
http://www.winr.net
http://www.prnewswire.com
(C) 2000 PR Newswire. All rights reserved.
-0-
KEYWORD: Florida
Liechtenstein
INDUSTRY KEYWORD: MLM
CNO
SUBJECT CODE: CON
PDT
*** end of story ***
An open letter to our WINR shareholders from David Skinner, Jr. (re addition of "E" and potential delisting).
As posted on Raging Bull and copied onto SI on May 18, 2000.
http://www.siliconinvestor.com/stocktalk/msg.gsp?msgid=13735625
RAGING BULL POST:
An open letter to our WINR shareholders from David Skinner, Jr. -
We have tried to communicate recent events relating to the 8-K and our SEC status and
potential delisting through recent press releases, but in light of our delisting today I
wished to apologize personally and to clarify the previously announced issues in order to
put to rest the speculation that has been generated on this board.
The company does not have an in-house SEC attorney. We retain outside counsel to
advise us in these matters. This problem arose in the first place due to an incorrect report
by our attorney at that time of the deadline dates for receipt of the E and subsequent
possible delisting. We ended up with a full month less time to file our 10-K and get it
approved than we believed we had after we withdrew our initial submission (for the
reasons detailed in a previous press release and with the SEC?s full agreement and
encouragement). In response to this serious oversight, we engaged in search for a new
SEC attorney, approaching more the 10 firms nationally. We ended up selecting an
attorney who had been highly recommended by multiple sources.
With the assistance of this new attorney, we completed the Glennaire acquisition and
prepared the 8-K. Upon filing, we were advised by multiple attorneys that we would
immediately be fully reporting and that there existed a reasonable expectation that we
would be notified within a matter of days that it would not be reviewed. Due to the
thoroughness of the filing, we believed that we would be so notified, and that when NASD
was notified of the acceptance without review of the filing that we would avoid even
temporary delisting.
Following submittal of the 8-K, we were notified by the SEC that they were in receipt of
the filing. We waited for the filing to make it into their system, and then followed up with
calls to determine our status. We knew it was going to be close, but believed that the 8-K
would be accepted without review in time to avoid delisting. When we were able to get a
call back from the appropriate personnel at the SEC, we learned to our shock and
amazement that the filing had been made under the wrong number. The 8-K was filed by
our attorney under Winners? number and should have been filed under Glennaire?s. This
was not a question we even knew to ask.. We rely on the counsel of people who we
believe are knowledgeable in the field, and unfortunately we sometimes find ourselves let
down. As a result, the filing has been sitting on the wrong desk at the SEC and we could
therefore not get the acceptance we needed to avoid delisting. Needless to say, I accept
full responsibility for and am deeply disturbed by this oversight and by the short term
confusion and distress it has created for our shareholders.
The 8-K has been refiled under the correct number, and the filing is now in the proper
hands. We are waiting to hear whether it will be accepted without review, which should
occur in a matter of a few days. Unfortunately there is nothing we can do to expedite the
process. We also expect to be filing our 10-QSB by tomorrow. This is the quarterly report
required to maintain the full reporting status established by the 8-K. Thus, we are
presently in full reporting status, and hope and expect that the SEC will accept the 8-K
without review and notify us of this in the next 1-10 days. We will then make sure that such
notification is communicated to the NASD and we will again be listed with full reporting
status.
We will issue a press release as soon as we have a definitive answer from the SEC so
that we may state facts rather than speculation. We have appreciated the patience and
support of our many loyal shareholders through this period. Believe me when I tell you that
no one wants this whole matter to be completed more than myself. We are greatly looking
forward to being done with these endless bureaucratic complications and getting back to
the exciting business of building the company.
BTW, I have just finished reviewing a beta of the new web site and we hope to have it up
for all to see very shortly. Thanks again.
David Skinner, Jr.
Winners Files 8-K, Completes Glennaire Deal WINR Moves To Fully Reporting Status.
ST. AUGUSTINE, Fla., May 16, 2000 /PRNewswire via COMTEX.
http://www.siliconinvestor.com/stocktalk/msg.gsp?msgid=13718674
(COMTEX) B: Winners Files 8-K, Completes Glennaire Deal WINR Moves To
B: Winners Files 8-K, Completes Glennaire Deal WINR Moves To Fully Reporting
Status
ST. AUGUSTINE, Fla., May 16, 2000 /PRNewswire via COMTEX/ -- "We are very
pleased to be able to announce the completion of this acquisition and the filing
of the 8-K," said David C. Skinner, Jr., President and CEO of Winners Internet
Network, Inc. (OTC Bulletin Board: WINR) (www.winr.net). Skinner today formally
announced the acquisition of Glennaire Financial Services, Inc., a Section 12(g)
reporting company, and the completion and filing of the company's 8-K with the
SEC. "We greatly appreciate the patience and loyalty of our shareholders through
this period, and assure you all that we are continuing our upward course,"
Skinner said.
About Winners Internet Network
Winners Internet Network (www.winr.net) is working to position itself as one of
the premier financial transaction processors and integrators in Europe. Through
a series of recent acquisitions and partnerships, it is laying the groundwork
for an integrated financial processing and e-commerce network that it believes
will offer benefits and proprietary advantages over its competitors. Winners
services both vendors and customers in the expanding Internet-based e-commerce
space with state-of-the-art secure financial transaction software and
technology. Winners Internet Network recently formed a strategic partnership
with and acquired a 19% equity interest in SupraNet AG.
Winners Internet Network, Inc. is a public company trading on the OTC Bulletin
Board under the symbol "WINR." The Company is also listed on the Hamburg and
Frankfurt Stock Exchanges in Germany to provide local access to the company and
its stock for the European investment community.
About SupraNet AG
SupraNet AG (www.supra.net), a private company based in Liechtenstein, is an
affiliate of Winners Internet Network. SupraNet AG serves individuals and
businesses throughout Europe, providing Dial-Up Internet Access, Leased Lines,
DSL Connections, Hosting and Venue, E-Mail, and Encryption and Privacy
Technology and Systems.
CONTACT:
David Skinner Jr., Pres.
Winners Internet Network, Inc.
Stockholder Information/Investor Relations Via Email Only:
dcsjr@winr.net.
Safe Harbor Statement: This press release contains certain forward-looking
statements. For this purpose any statements contained in this press release that
are not statements of historical fact may be deemed to be forward-looking
statements. Without limiting the foregoing, words such as may, will, expect,
believe, anticipate, estimate or continue or comparable terminology are intended
to identify forward-looking statements. These statements by their nature involve
substantial risks and uncertainties, and actual results may differ materially
depending on a variety of factors, many of which are not within the Company's
control. These factors include, but are not limited to, economic conditions
generally and in the industries in which the Company may participate;
competition within their chosen industry, including competition from much larger
competitors; technological advances and failure by them to successfully develop
business relationships.
For information pertaining to this Press Release contact: McBride and
Associates, 727-374-0189 or www.rlmcbride.com (no stockholder information
calls).
SOURCE Winners Internet Network, Inc.
CONTACT: McBride and Associates, 727-374-0189, for Winners Internet
Network, Inc.
URL: http://www.rlmcbride.com
http://www.supra.net
http://www.winr.net
http://www.prnewswire.com
(C) 2000 PR Newswire. All rights reserved.
-0-
KEYWORD: Florida
Liechtenstein
INDUSTRY KEYWORD: MLM
FIN
SUBJECT CODE: TNM
OTC
*** end of story ***
Winners CEO Cites Progress; Skinner Updates Glennaire Acquisition, Addresses E-Listing.
ST. AUGUSTINE, Fla., April 28, 2000 /PRNewswire.
http://www.ragingbull.com/mboard/boards.cgi?read=16830&board=WINR
Press Release : Friday April 28, 6:39 pm Eastern Time
Company Press Release
SOURCE: Winners Internet Network, Inc.
Winners CEO Cites Progress; Skinner Updates Glennaire Acquisition, Addresses E-Listing
ST. AUGUSTINE, Fla., April 28 /PRNewswire/ -- Winners Internet Network, Inc. (OTC Bulletin Board: WINR WINRE), www.winr.net, today announced the company is proceeding with the acquisition of Glennaire Financial Services, Inc. and could announce the closing next week, according to a statement issued by WINR President - CEO David C. Skinner, Jr. ``Glennaire provides us with a subsidiary which WINR may use to hold certain of the financial and e-commerce initiatives currently being developed, and simultaneously allows us to assume the fully reporting status of the acquired subsidiary,'' Skinner said.
Skinner also addressed the E-listing, acknowledging, ``some confusion and uncertainty among our shareholders. We believe we are close to having the situation resolved.'' He indicated further information will be released soon. ``We greatly appreciate the patience and loyalty of our shareholders through this period, and assure you all that we are continuing our upward course in building company profitability and shareholder value, even as these issues are put to rest.''
``Our new web site is also very close to completion, which will provide a much more complete and comprehensive overview of WINR, its new directions, and its strategic initiatives. Development is via our affiliate, World of Internet AG, and we expect to have the beta site up and running in the next week or two,'' added Mr. Skinner.
About Winners Internet Network
Winners Internet Network (www.winr.net) is positioning itself as one of Europe's premier financial transaction processors and integrators. A series of recent acquisitions and partnerships have laid the foundation for an integrated financial processing and e-commerce network that will offer compelling benefits and proprietary advantages over its competitors. Winners services both vendors and customers in the expanding Internet-based e-commerce space with state-of-the-art secure financial transaction software and technology. Winners Internet Network recently formed a strategic partnership with and acquired a 19% equity interest in SupraNet AG.
Winners Internet Network, Inc. is a public company trading on the OTC Bulletin Board under the symbol 'WINR.' The Company is also listed on Germany's Hamburg and Frankfurt Stock Exchanges to provide the European investment community local access to the company and its stock.
About SupraNet AG
SupraNet AG (www.supra.net), a Liechtenstein private company and an affiliate of Winners Internet Network, is believed to be one of Europe's fastest growing and profitable ISPs (Annualized growth rate 1995-1999 of 80%; similar forward projections).
SupraNet AG provides individuals and businesses throughout Europe with Dial-Up Internet Access, Leased Lines, DSL Connections, Hosting and Venue, E- Mail, and Encryption and Privacy Technology and Systems.
Disclaimer
Information contained in this news release -- other than historical information -- should be considered as forward-looking, pursuant to the ``safe harbor'' provisions of the Private Securities Litigation Reform Act of 1995, and as such is subject to various risk factors and uncertainties. For instance, Winners Internet Network, Inc.'s strategies and operations involve risks of competition, changing market conditions, changes in laws and regulations affecting these industries, and numerous other factors. Accordingly, actual results may differ materially from those in such forward- looking statements.
CONTACT:
David Skinner Jr., President-CEO, Winners Internet Network, Inc.
E-mail, dcsjr@winr.net
In Europe:
Torsten Prochnow and Dennis C. Hass, World of Internet.com, AG, 011-49-172-4031383 or 011-49-172-4062621.
Web site: www.worldofinternet.com
SOURCE: Winners Internet Network, Inc.
Winners Internet Network (WINR) Acquiring Glennaire Financial.
ST. AUGUSTINE, Fla., April 20, 2000 /PRNewswire.
http://www.ragingbull.com/mboard/boards.cgi?read=16390&board=WINR
Thursday April 20, 2:28 pm Eastern Time
Company Press Release
SOURCE: Winners Internet Network
Winners Internet Network (WINR) Acquiring Glennaire Financial
ST. AUGUSTINE, Fla., April 20 /PRNewswire/ -- Winners Internet Network, Inc. (OTC Bulletin Board: WINR - news; www.winr.net) will move to fully reporting status by acquiring Glennaire Financial Services, Inc. The announcement came today from David Skinner Jr., WINR CEO. Details of the proposed agreement were not released.
``This will take us to fully reporting status, and will clarify any confusion over the direction of the company,'' Skinner said. The company recently initiated e-commerce processing in Europe using their proprietary ``E-Swipe(TM)'' technology. The company also acquired an equity stake in European ISP SupraNet AG.
The company has retained R. L. McBride & Associates as their PR firm, Skinner said. Additional information and regular updates will follow. RLM&A Senior Vice President Jennifer Lawson said the firm is developing an investor relations web page and telephone contact numbers, ``within a week,'' according to Lawson. In the meantime, direct contact via email is still available at www.winr.net, the company website.
WINR is the latest public company to contract with the PR and Media Relations firm. R. L. McBride & Associates handles PR for a number of companies, most notably SeaView Video Technology Inc. (SEVU).
Winners Internet Network Inc.
www.winr.net
email: dcsjr@winr.net
Disclaimer: Information contained in this news release -- other than historical information -- should be considered as forward-looking, pursuant to the ``safe harbor'' provisions of the Private Securities Litigation Reform Act of 1995, and as such is subject to various risks factors and uncertainties. WINR's strategies and operations involve risks from competition, changing market conditions, changes in laws and regulations affecting these industries, and numerous other factors. Accordingly, actual results may differ materially from those in such forward-looking statements.
SOURCE: Winners Internet Network
Winners Internet Network, Inc. Announces Letter of Intent for New Transaction Processing Contract.
ST. AUGUSTINE, Fla., Mar 29, 2000 (BUSINESS WIRE).
http://www.siliconinvestor.com/stocktalk/msg.gsp?msgid=13304025
COMTEX) B: Winners Internet Network, Inc. Announces Letter of Intent
B: Winners Internet Network, Inc. Announces Letter of Intent for New
Transaction Processing Contract
ST. AUGUSTINE, Fla., Mar 29, 2000 (BUSINESS WIRE) -- David C. Skinner, Jr.,
President and CEO of Winners Internet Network, Inc. (OTCBB:WINR), www.winr.net,
today announced that the company has executed a letter of intent for transaction
processing with a San Jose, California corporation named Maintain, Inc.
Maintain, Inc. is in final development of an Internet game site called
TotallyTrivia.com, which will offer a challenging and fast paced "pay for play"
game format where contestants play in real time answering a number of multiple
choice trivia questions against the clock and against all other players logged
on to the site. The games roll over quickly and each new game offers a new
opportunity to win. Winnings are paid in an exponential payout ratio to the top
finishers in each game as a percentage of the total pot based on the number of
players. Maintain, Inc. is also in the process of seeking patent protection for
multiple unique aspects of their web site.
"TotallyTrivia is yet another expansion of the application of our financial
processing system," said Mr. Skinner. "The site will capture both the
competitive spirit and the desire for monetary gain which we have seen so amply
demonstrated on TV shows of late. The real time excitement and ability to always
go back and try again should create a compelling energy and momentum for this
new concept."
"We continue to broaden our horizons, looking to support all forms of e-commerce
and e-entertainment with our proprietary, secure and reliable financial
transaction processing systems. Sites like TotallyTrivia will also be accessible
though the www.Gaming-Plus.com category of our "-Plus" e-commerce network as the
network is rolled out over the coming months. This is in keeping with our vision
for the "-Plus" network of an interlinked community of business, service, and
entertainment sites which provide consumers with the peace of mind of knowing
that any e-business sponsored in the "-Plus" community will be screened,
monitored and maintained at the highest levels of integrity, value, and customer
service."
Sean Darragh, CEO of Maintain, Inc. added "We selected WINR after defining our
need for flexibility and reliability in transaction processing and evaluating
the competitive suppliers in the industry. We became convinced that WINR offers
the best combination of features and customer service available today."
About Winners Internet Network
Winners Internet Network (www.winr.net) intends to rapidly position itself as
one of the premier financial transaction processors and integrators in Europe.
Through a series of recent acquisitions and partnerships, it is laying the
groundwork for an integrated financial processing and e-commerce network that
will offer compelling benefits and proprietary advantages over its competitors.
Winners services both vendors and customers in the expanding Internet-based
e-commerce space with state-of-the-art secure financial transaction software and
technology. Winners Internet Network recently formed a strategic partnership
with and acquired a 19% equity interest in SupraNet AG.
Winners Internet Network, Inc. is a public company trading on the OTC Bulletin
Board under the symbol `WINR.' The Company is also listed on the Hamburg and
Frankfurt stock exchange which introduces WINR to the European stock market and
investment community.
About SupraNet AG
SupraNet AG (www.supra.net), a private company based in Liechtenstein, is an
affiliate of Winners Internet Network and is believed to be one of the fastest
growing profitable ISPs in Europe, with an annualized growth rate of over 80% a
year for the past five years and similar projections going forward.
SupraNet AG serves individuals and businesses throughout Europe, providing
Dial-Up Internet Access, Leased Lines, DSL Connections, Hosting and Venue,
E-Mail, and Encryption and Privacy Technology and Systems.
Disclaimer
Information contained in this news release - other than historical information -
should be considered as forward-looking, pursuant to the "safe harbor"
provisions of the Private Securities Litigation Reform Act of 1995, and as such
is subject to various risk factors and uncertainties. For instance, Winners
Internet Network, Inc.'s strategies and operations involve risks of competition,
changing market conditions, changes in laws and regulations affecting these
industries, and numerous other factors. Accordingly, actual results may differ
materially from those in such forward-looking statements.
Distributed via COMTEX.
Copyright (C) 2000 Business Wire. All rights reserved.
-0-
CONTACT: Winners Internet Network, Inc., St. Augustine
David Skinner Jr., 800/358-4242
Email: dcsjr@winr.net
or
SupraNet AG, Liechtenstein
Ronald Oehri, 011-423-3774443
Email: ronald@supra.net
or
Investor's contact for Europe:
World of Internet.com, AG
Torsten Prochnow and Dennis C. Hass,
Phone: 011-49-172-4031383 or 011-49-172-4062621
Website: www.worldofinternet.com
KEYWORD: FLORIDA CALIFORNIA INTERNATIONAL EUROPE
INDUSTRY KEYWORD: INTERNET
ELECTRONIC
GAMES/MULTIMEDIA
E-COMMERCE
Today's News On The Net - Business Wire's full file on the Internet
with Hyperlinks to your home page.
URL: http://www.businesswire.com
*** end of story ***
Winners Internet Network, Inc., Now Online With E-Commerce Processing for Major Swiss Internet Sites.
ST. AUGUSTINE, Fla., Mar 15, 2000 (BUSINESS WIRE).
http://www.siliconinvestor.com/stocktalk/msg.gsp?msgid=13208584
(COMTEX) B: Winners Internet Network, Inc., Now Online With E-Commerc
B: Winners Internet Network, Inc., Now Online With E-Commerce Processing for
Major Swiss Internet Sites
ST. AUGUSTINE, Fla., Mar 15, 2000 (BUSINESS WIRE) -- David C. Skinner,
Jr., President and CEO of Winners Internet Network, Inc. (OTCBB:WINR),
www.winr.net, today announced that the Company has completed system
integration and testing of its e-commerce processing system, and is now
online and processing financial transactions for two major Swiss
Internet sites.
"Winners, while continuing to support and grow our profitable
processing operations for the gaming business, has been actively
engaged in expanding the scope of our business operations to embrace
the enormous potential of the e-commerce marketplace. No longer just a
vision of the future, the Company is pleased to announce that in
conjunction with a previously executed contract, it has now implemented
the system, and actually begun financial transaction processing for the
Internet e-commerce subsidiary of TA Media, one of the most successful
media enterprises in Switzerland with daily newspapers, magazines,
radio and TV stations," said Mr. Skinner.
"The subsidiary is coincidentally called Winner Market Group (no
relationship to Winners Internet Network). Their web site may be viewed
at www.winner.ch. The Winner.ch site is comprised of five different
e-commerce specialty sites: Jobs, Real Estate, Autos, Auctions, and
General Classifieds. These sites have been acknowledged as some of the
leading e-commerce sites in Switzerland. At each site, value added
services are provided - for instance, at the Real Estate site one may
find relevant articles, loan calculation tools and buy/rent
comparisons, all designed to encourage visitors to view the site as a
single source resource for real estate matters."
"We are currently fully operational on two of the sites - Job Winner AG
and Immo Winner AG (real estate) - with our proprietary E-Swipe(TM)
technology. Job Winner alone already has postings for over 18,000 jobs.
Over the next few months, we will be phasing in the rest of the sites
as well as further expanding functionality. We are proud to have
achieved this significant milestone in the growth of our company, and
appreciate the many shareholders who have continued to demonstrate
their confidence in our ability to effectively execute our Company's
vision," added Mr. Skinner.
Juerg Grau, CEO of TA Media's Internet subsidiary Winner Market Group,
stated "the Winners solution was selected after an in-depth evaluation
because of the company's track record, efficiency, reliability and
security. We've found a lot of promises on the market, but we needed
instant availability and high quality. We are most pleased with the
progress and look forward to working together with Winners as we
further expand and grow our e-commerce offerings."
About Winners Internet Network Winners Internet Network (www.winr.net)
intends to rapidly position itself as one of the premier financial
transaction processors and integrators in Europe. Through a series of
recent acquisitions and partnerships, it is laying the groundwork for
an integrated financial processing and e-commerce network that will
offer compelling benefits and proprietary advantages over its
competitors. Winners services both vendors and customers in the
expanding Internet-based e-commerce space with state-of-the-art secure
financial transaction software and technology.
Winners Internet Network recently formed a strategic partnership with
and acquired a 19% equity interest in SupraNet AG, believed to be one
of the fast growing and most profitable ISPs in Europe. Both companies
jointly market the Supra Secure Mail system (SSM), which supports a 448
bit key security protocol, which is believed to be the most advanced
and secure encryption technology available.
Winners Internet Network, Inc. is a public company trading on the OTC
Bulletin Board under the symbol 'WINR.' The Company is also actively
pursuing a listing on a German stock exchange in order to introduce
WINR to the European stock market and investment community.
About SupraNet AG SupraNet AG (www.supra.net), a private company based
in Liechtenstein, is an affiliate of Winners Internet Network and is
believed to be one of the fastest growing and most profitable ISPs in
Europe, with an annualized growth rate of over 80% a year for the past
five years and similar projections going forward.
SupraNet AG serves individuals and businesses throughout Europe,
providing Dial-Up Internet Access, Leased Lines, DSL Connections,
Hosting and Venue, E-Mail, and Encryption Technology and Software,
including SSM - believed to be the most secure, encrypted transaction
transmission technology available.
Disclaimer Information contained in this news release - other than
historical information - should be considered as forward-looking,
pursuant to the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995, and as such is subject to various risk
factors and uncertainties. For instance, Winners Internet Network,
Inc.'s strategies and operations involve risks of competition, changing
market conditions, changes in laws and regulations affecting these
industries, and numerous other factors. Accordingly, actual results may
differ materially from those in such forward-looking statements.
Copyright (C) 2000 Business Wire. All rights reserved.
Distributed via COMTEX.
-0-
CONTACT: Winners Internet Network, Inc., St. Augustine
David Skinner Jr., 800/358-4242
Email: dcsjr@winr.net
or
SupraNet AG
Ronald Oehri, 011-423-3774443
Email: ronald@supra.net
or
Investor's contact for Europe:
World of Internet.com, AG
Torsten Prochnow and Dennis C. Hass
011-49-172-4031383 or 011-49-172-4062621
Website: www.worldofinternet.com
WEB PAGE: http://www.businesswire.com
GEOGRAPHY: FLORIDA INTERNATIONAL EUROPE
INDUSTRY CODE: E-COMMERCE
INTERNET
SOFTWARE
Today's News On The Net - Business Wire's full file on the Internet
with Hyperlinks to your home page.
*** end of story ***
Winners Internet Network, Inc. Announces That It has Also Been Successfully Listed On Frankfurt Stock Exchange.
ST. AUGUSTINE, Fla., Mar 13, 2000 (BUSINESS WIRE).
http://www.siliconinvestor.com/stocktalk/msg.gsp?msgid=13192588
(COMTEX) B: Winners Internet Network, Inc. Announces That It has Also
B: Winners Internet Network, Inc. Announces That It has Also Been Successfully
Listed On Frankfurt Stock Exchange
ST. AUGUSTINE, Fla., Mar 13, 2000 (BUSINESS WIRE) -- David C. Skinner,
Jr., President and CEO of Winners Internet Network, Inc. (OTCBB:WINR),
www.winr.net, today announced that WINR has now met the admission
requirements and been accepted for listing on the Frankfurt Stock
Exchange.
"Following rapidly on the heels of our admission to the Hamburg
Exchange, this Frankfurt listing now provides even greater investor
coverage for WINR in Europe because it enables German and other
European investors to trade our stock on a variety of local platforms.
This significantly reducing their trading costs and making the stock
even more attractive as an investment than it might otherwise be," said
Mr. Skinner. "We take pride in having passed the exchange's admission
requirements, and appreciate the implied confidence in WINR and its
future success shown by those in the brokerage community such as
Berliner Freiverkehrs AG who have agreed to serve as market makers in
WINR stock on the Frankfurt exchange."
WINR stock began trading March 10, 2000 on the Frankfurt exchange.
"These multiple European listings are especially significant in light
of WINR's major focus in the European market, and the greater
familiarity European investors may have with the company's business
operations and development opportunities. We anticipate that the
additional trading volume on the Frankfurt exchange will serve to
further increase liquidity and support the stock.
As was the case with Hamburg, our exposure on the Frankfurt exchange
provides additional opportunities for industry contacts and
partnerships in the banking and e-commerce arenas, further leveraging
our corporate development. We continue to look forward to more than
meeting the high expectations of both our European and US shareholders
as we move aggressively to implement our strategic Internet &
E-Commerce infrastructure plans."
About the Frankfurt Stock Exchange Frankfurt is Germany's leading stock
exchange, with a total annual volume in excess of DM 7,000 (almost 4
Trillion USD). In today's markets, the Frankfurt Stock Exchange has
consolidated its position as the world's third largest securities
trading center organized as a stock market.
The Frankfurt Stock Exchange has continuously worked to remain in the
forefront of world financial markets and to implement the latest
systems and technology to serve its marketplace. The first central
transaction via computer in Germany was booked in Frankfurt in 1969.
The Exchange also developed the DAX share index, launched in 1988,
which is today one of the world's most important share indices.
In 1993, the newly established Deutsche Borse AG assumed sponsorship of
the public-sector Frankfurt Stock Exchange. In order to create an
appropriate trading environment for young, rapidly growing industries
such as telecommunications, biotechnology, and multimedia, in March of
1997 the Exchange launched the "Neuer Markt" - a new trading segment
targeted specifically at this market.
In consideration of the increasing importance of international trading,
in November 1997 the Exchange launched the new Xetra(R) Electronic
Trading System for German and cross-border securities trading. The
Xetra system allows market participants to deal in over 2,000
securities from anywhere in the world. In November 1998, Gruppe
Deutsche Borse laid the cornerstone for a new stock exchange building.
As of summer 2000, the 1,200 plus employees - currently working at 13
different locations around Frankfurt - will all move to the new central
headquarters site. Floor trading will continue to take place at
Borsenplatz in the downtown area of Frankfurt.
The History of the Frankfurt Exchange The roots of the Frankfurt Stock
Exchange go back to the period of medieval fairs. As early as the
middle of the ninth century, Emperor Ludwig the German granted the city
of Frankfurt the preferential right to hold an annual autumn fair. In
1330, the Emperor Ludwig the Bavarian expanded this privilege to
include a spring fair as well. As a result of the trading and business
that occurred during these fairs, the city became an important center
for commercial and monetary transactions. The placement of specific
customer orders at the fairs for future production and delivery
gradually developed into a system that led to an open and nationwide
market.
By the beginning of the sixteenth century, Frankfurt's well-known fairs
had become so prosperous that Luther termed the city "the silver and
gold lode" of the German Empire. During the same century, the
immigration to Frankfurt of Dutch and French merchants who had been
persecuted because of their Protestant belief brought additional
banking and commercial expertise to the city, resulting in the growing
perception of Frankfurt as an international trading marketplace.
As there was no standardized currency in Europe or even in the German
Empire during this period, payment was based on a large variety of
coins of the numerous small economic regions, each with their own
monetary systems. This resulted in great confusion regarding relative
value of the various currencies, made trading more difficult and
provided ample opportunity for usury and swindles. To address these
problems, merchants at the fair met in 1585 in order to establish
uniform exchange rates. This event is generally regarded as the moment
of birth of the Frankfurt Stock Exchange.
From that day forward, a group of merchants met periodically at the
fairs on the open field in front of the Frankfurt town hall to update
the uniform and binding exchange rates for transactions in notes and
coins. In German, the name Burs or Borse (the equivalent of the French
bourse) was documented in writing as a designation for this meeting as
early as in 1605. In 1694, the traders moved to the Grosser Braunfels
building at the Liebfrauenberg, selecting one of the city's most
important and spacious building as their fixed meeting place. In 1682,
the first Exchange Rules and Regulations were enacted, which led to the
establishment of an official stock exchange administration. Initially,
only trading in bills of exchange was undertaken on the Exchange. Over
the next three centuries, this exchange gradually grew into today's
modern Frankfurt Stock Exchange.
About Winners Internet Network Winners Internet Network (www.winr.net)
intends to rapidly position itself as one of the premier financial
transaction processors and integrators in Europe and a provider of
ultra secure communications and financial systems and services. Through
a series of recent acquisitions and partnerships, WINR is laying the
groundwork for an integrated financial processing and e-commerce
network that will offer compelling benefits and proprietary advantages
over its competitors. Winners services both vendors and customers in
the expanding Internet-based e-commerce space with state-of-the-art
secure communications and financial transaction software and
technology.
Winners Internet Network recently formed a strategic partnership with
and acquired a 19% equity interest in SupraNet AG. Both companies
jointly market the Supra Secure Mail system (SSM), an integrated secure
communication system utilizing a 448 bit key security protocol,
believed to be the most advanced and secure encryption technology
commercially available today.
Winners Internet Network, Inc. is a public company trading on the OTC
Bulletin Board under the symbol 'WINR.' The Company is also listed on
the Hamburg and Frankfurt Stock Exchanges in Germany to provide easy
access to the company and its stock to the European investment
community.
About SupraNet AG SupraNet AG (www.supra.net), a private company based
in Liechtenstein, is an affiliate of Winners Internet Network and is
believed to be one of the fastest growing and most profitable ISPs in
Europe, with an annualized growth rate of over 80% a year for the past
five years and similar projections going forward.
SupraNet AG serves individuals and businesses throughout Europe,
providing Dial-Up Internet Access, Leased Lines, DSL Connections,
Hosting and Venue, E-Mail, and Encryption Technology and Software,
including the Supra Secure Mail system (SSM), an integrated secure
communication system utilizing a 448 bit key security protocol,
believed to be the most advanced and secure encryption technology
commercially available today.
Disclaimer Information contained in this news release - other than
historical information - should be considered as forward-looking,
pursuant to the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995, and as such is subject to various risk
factors and uncertainties. For instance, Winners Internet Network,
Inc.'s strategies and operations involve risks of competition, changing
market conditions, changes in laws and regulations affecting these
industries, and numerous other factors. Accordingly, actual results may
differ materially from those in such forward-looking statements.
Copyright (C) 2000 Business Wire. All rights reserved.
Distributed via COMTEX.
-0-
CONTACT: Winners Internet Network, Inc., St. Augustine
David Skinner Jr., 800/358-4242
Email: dcsjr@winr.net
or
SupraNet AG
Ronald Oehri, 011-423-3774443
Email: ronald@supra.net
or
Investor's contact for Europe:
World of Internet.com, AG
Torsten Prochnow and Dennis C. Hass
011-49-172-4031383 or 011-49-172-4062621
Website: www.worldofinternet.com
WEB PAGE: http://www.businesswire.com
GEOGRAPHY: FLORIDA INTERNATIONAL EUROPE
INDUSTRY CODE: E-COMMERCE
INTERNET
Today's News On The Net - Business Wire's full file on the Internet
with Hyperlinks to your home page.
*** end of story ***
'Like a drug addiction' It's still the small investor's game.
Mar 13, 2000. SAN FRANCISCO (CBS.MW) FTMarketWatch.com.
http://www.siliconinvestor.com/stocktalk/msg.gsp?msgid=13917393
Thom Calandra's StockWatch
'Like a drug addiction'
It's still the small investor's game
By Thom Calandra, CBS MarketWatch
Last Update: 4:22 PM ET Mar 13, 2000 FTMarketWatch.com
Thom's biography
SAN FRANCISCO (CBS.MW) -- It's still a small investor's game, for good or bad. Even with the world's stock markets taking it on the chin Monday, it's still happy-hunting grounds for investors in the tiniest of companies.
Today on CBS MarketWatch
U.S. stocks brace for weaker opening
Europe regulators seen opposing WorldCom-Sprint deal
Handspring prices IPO at high end of expectations
Oracle stock pressured after earnings report
Alliance Capital to buy Sanford C. Bernstein
More top stories...
CBS MarketWatch Columns
Updated:
6/21/2000 8:45:58 AM ET
As one Wall Street analyst was brave enough to point out the other day: "Over-the-counter Bulletin Board volume has grown exponentially in recent months. We attribute the gains to the persistent influx of online traders and the widening of speculative fever." That was Internet brokerage analyst Greg Smith at Chase Hambrecht & Quist. Daily volumes for the high-flying bulletin-board stocks, which some folks call the penny-stock market, are running 1.1 billion shares a day vs. 323 million shares a day in 1999, Smith said in his report.
Folks, that's why small is big these days. Most Wall Street investment banks -- and many of the traditional financial publications -- are loath to tell you about the micro-cap stocks. That's because the big brokers and market makers don't make any money off companies whose shares trade for 50 cents apiece.
Smith, in his report, said total over-the-counter bulletin-board share volume is up 366 percent from a year ago. That's a robust market.
To be sure, the number of shares changing hands on Nasdaq's big board (no pun intended) averaged about 2.1 billion shares a day in the first week of March. That's a liquidity melt-up. An all-time high.
All of this is a sign of investors' desire for anything with a whiff of technology, big or small. Online traders -- the folks in black Reeboks and laptops -- have sent the Nasdaq Composite up about 24 percent since the beginning of the year vs. an 8 percent decline for the New York Stock Exchange Composite.
S&P Small Cap
My point is this: small is big. The gains notched by tiny U.S. companies' shares in the past 12 weeks have received little coverage on Wall Street. Or in the big financial journals. Only The Wall Street Journal, in its "Small Stock Focus," gives some attention to small companies. And even there, it's rarely the bulletin-board stocks that make the newspaper.
The investors who have benefited? Individuals who have no fiduciary responsibilities -- except to their spouses at night, after a long hard day of laptop trading -- are making money. Small stock indexes such as the Standard & Poor's 600 Index and the Russell 2000 Index clearly have beaten the pants off their larger cousins like the Dow Jones Industrial Average this year.
Some micro-cap indexes -- folks, we're talking about companies whose market capitalizations are less than $100 million in most cases -- have risen 400 percent from a year ago.
Thom in Tel Aviv
Aviv Boim of Orckit
Eilon Ganor of Vocaltech
Yair Shamir of
V CON
Calandra's report
Video reports
Some of these companies, having traded for mere pennies months ago, now trade for dollars. Some have graduated onto the Nasdaq Small-Cap Market. Others, after securing a new following among investors or completing a private placement, have migrated to the American Stock Exchange.
Is all this for good or bad?
"The dollar volume on the bulletin boards is still tiny, but it creates great profit opportunities," Smith told me Monday. "Some of these stocks have gone from pennies to hundreds of dollars a share in a year." The biggest gains have been in tiny wireless communications companies, biomedical developers and superconductor labs.
Smith in his report tried his best not to moralize about individual investors. "We believe the outsized returns of the past few years have given investors a psychological and financial cushion, which allows for the personal acceptance of higher and higher levels of risk," he wrote. "While we do not believe this activity is necessarily healthy (in fact it is quite analogous to a drug addict searching for higher highs), it is happening nonetheless and will probably continue to progress as long as the overall market remains relatively healthy."
Here's one case in point Monday (while the Nasdaq Composite shed as much as 200 points, or 4 percent of the 24 percentage points it had gained thus far this year): Advanced Viral Research (ADVR: news, msgs), a bulletin-board company, saw its shares rise 45 percent in the afternoon. One of the New York City-area company's experimental drugs is showing promise in the fight against viral infections, including HIV, which causes AIDS, and HPV, the papilloma virus that is spread by sexual contact. Not bad for a stock that has quintupled since early November.
Wireless Data
Another stock, Wireless Data Solutions (WDSO: news, msgs), held onto the heady gains this tiny company (market cap: $29 million) is making this year. The company's $2.80 bulletin-board stock was up 9 percent Monday. Since hitting a low in mid-October, Wireless Data Solutions' bulletin-board shares are up about 27-fold. The Minnesota company is developing digital technology that tracks trucks and other transportation fleets.
Another tiny stock, Winners Internet Network (WINR: news, msgs), was up 16 percent Monday afternoon. The Florida company, which owns stakes in European Internet service providers and is developing on-line transaction processing systems, will list its bulletin-board stock on Germany's Hamburg Stock Exchange. The Hamburg exchange will start spotlighting bulletin-board stocks. Winners Internet Network shares are up about 11-fold since early December.
Small is big, even in a rocky market.
New show: Our new early-morning television show, a look-ahead at Wall Street, shows each weekday morning on WCBS-TV in New York City. It's hosted by our own CBS MarketWatch anchor Betsy Karetnick and by WCBS anchor Amanda Grove. Plus, watch "CBS MarketWatch Weekend" across the United States every weekend.
Thom Calandra is CBS MarketWatch's editor-in-chief. Thom appears regularly on "CBS MarketWatch Weekend," which airs weekly on CBS television.
Winners Internet Network, Inc. Announces That It has Been Successfully Listed On Hamburg Stock Exchange for European Trading.
ST. AUGUSTINE, Fla.--(BUSINESS WIRE)--March 10, 2000.
http://www.ragingbull.com/mboard/boards.cgi?read=15020&board=WINR
Friday March 10, 10:16 am Eastern Time
Company Press Release
Winners Internet Network, Inc. Announces That It has Been Successfully
Listed On Hamburg Stock Exchange for European Trading
ST. AUGUSTINE, Fla.--(BUSINESS WIRE)--March 10, 2000--David C. Skinner, Jr., President and CEO of Winners Internet Network, Inc. (OTCBB:WINR -
news), www.winr.net, today announced that WINR has been accepted for listing on a newly created segment of the Hamburg Stock Exchange designed to feature
primarily U.S.-based companies currently traded on the Bulletin Board and NASDAQ exchanges. The Hamburg exchange, wishing to insure a high standard of
quality in this new market segment, has imposed a set of strict admission requirements which have now been met by WINR.
``This Hamburg listing is very significant in light of WINR`s major focus in Europe because it enables German and other European investors to trade our stock on a
local platform, significantly reducing their trading costs and making the stock even more attractive as an investment than it might otherwise be,'' said Mr. Skinner.
``We take pride in having passed the exchange`s admission requirements. And we appreciate the implied belief and confidence in WINR and its future success
shown by those in the brokerage community such as Boersenmarkler Schnigge AG who have agreed to serve as market makers in WINR stock.''
WINR stock begins trading March 10, 2000 on the Hamburg exchange. ``This listing provides far easier access to WINR for investors in Europe who may be more
familiar with the company and its business operations and development opportunities. We anticipate that the additional trading volume on the Hamburg exchange
should serve to increase liquidity and support the stock. The choice of Hamburg, which is the largest banking center in Europe, dovetails with our recently announced
entry into the mainstream Internet banking and finance arenas, providing opportunities for industry contacts and partnerships. We look forward to more than meeting
the high expectations of both our European and US shareholders as we move aggressively to implement our strategic Internet & E-Commerce infrastructure plans.''
About the Hamburg Stock Exchange
The venerable Hamburg Stock Exchange is the oldest exchange in Germany, founded in its original form in 1558 and having just celebrated the 335th anniversary of
its present form in January, 2000. It is also the most modern. According to an official announcement from the Hamburg Stock Exchange, executions through
Hamburg's ``BOSS'' system are more efficient and economical than those through the Frankfurt Stock Exchange's ``XETRA'' system. The announcement stated
``since January 1999, Hamburg's leading brokers have been guaranteeing that orders issued via the BOSS system will receive better executions for the customer
than a simultaneously issued order through the XETRA system, proving their confidence that executing orders via the Hamburg Stock Exchange is more economical
than via the XETRA electronic trading system.''
About Hamburg
Hamburg is an international metropolis known for a high quality of life and global commerce. It is home to 96 consulates as well as numerous trading centres and
cultural establishments from countries around the world, and boasts more than 3,500 companies with international business activities.
Hamburg is also by all accounts the most important and dominant city in Germany with regard to the Internet and multimedia. Studies in the press have stated that
every third click on the German internet hits a page which has been generated in Hamburg. This uniquely large market share of the German internet is the result of a
broad base of both established and start up internet companies in the city, which has been cause for Hamburg being dubbed in the press as Germany's ``Web City''.
The city reports over 18,000 companies being founded annually, many of these in the high tech and internet arenas.
Hamburg has the largest banking establishment in all of Germany, with 60 German banks and 37 foreign banks headquartered in Hamburg. A further 135 banks have
branches in Hamburg. The Hamburg Stock Exchange is centrally situated in Hamburg's banking quarter. This strong financial community further supports Hamburg's
burgeoning high tech industry with easy access to institutional and private venture capital for worthwhile enterprises, and provides a knowledgeable and interested
investor pool for companies listed on the Hamburg Exchange. Perhaps as a result of all these supporting factors, Hamburg boasts the highest percentage success rate
for newly formed companies of any city in Germany.
About Winners Internet Network
Winners Internet Network (www.winr.net) intends to rapidly position itself as one of the premier financial transaction processors and integrators in Europe. Through
a series of recent acquisitions and partnerships, it is laying the groundwork for an integrated financial processing and e-commerce network that will offer compelling
benefits and proprietary advantages over its competitors. Winners services both vendors and customers in the expanding Internet-based e-commerce space with
state-of-the-art secure financial transaction software and technology.
Winners Internet Network recently formed a strategic partnership with and acquired a 19% equity interest in SupraNet AG, believed to be one of the fast growing
and most profitable ISPs in Europe. Both companies jointly market the Supra Secure Mail system (SSM), which supports a 448 bit key security protocol, which is
believed to be the most advanced and secure encryption technology available.
Winners Internet Network, Inc. is a public company trading on the OTC Bulletin Board under the symbol `WINR.' The Company is also actively pursuing other
European stock exchanges in order to introduce WINR to the European stock market and investment community.
About SupraNet AG
SupraNet AG (www.supra.net), a private company based in Liechtenstein, is an affiliate of Winners Internet Network and is believed to be one of the fastest
growing and most profitable ISPs in Europe, with an annualized growth rate of over 80% a year for the past five years and similar projections going forward.
SupraNet AG serves individuals and businesses throughout Europe, providing Dial-Up Internet Access, Leased Lines, DSL Connections, Hosting and Venue,
E-Mail, and Encryption Technology and Software, including SSM - believed to be the most secure, encrypted transaction transmission technology available.
Disclaimer
Information contained in this news release - other than historical information - should be considered as forward-looking, pursuant to the ``safe harbor'' provisions of
the Private Securities Litigation Reform Act of 1995, and as such is subject to various risk factors and uncertainties. For instance, Winners Internet Network, Inc.'s
strategies and operations involve risks of competition, changing market conditions, changes in laws and regulations affecting these industries, and numerous other
factors. Accordingly, actual results may differ materially from those in such forward-looking statements.
Winners Internet Network, Inc., Announces New Transaction Processing Contract.
ST. AUGUSTINE, Fla.--(BUSINESS WIRE)--March 8, 2000.
http://www.siliconinvestor.com/stocktalk/msg.gsp?msgid=13114966
(BSNS WIRE) Winners Internet Network, Inc., Announces New Transaction Pr
Winners Internet Network, Inc., Announces New Transaction Processing Contract
Business Editors/High-Tech Writers
ST. AUGUSTINE, Fla.--(BUSINESS WIRE)--March 8, 2000--David C.
Skinner, Jr., President and CEO of Winners Internet Network, Inc.
(OTCBB:WINR), www.winr.net, today announced that the Corporacion
Centroamerica El Tesoro Sociedad Anonima (CCETSA) has contracted with
WINR to handle all of its financial transaction processing,
effectively immediately.
CCETSA is a major fully licensed Internet and telephone based
Sportbook / Casino out of San Jose, Costa Rica, operating under the
name Casablanca Sportsbook & Casino (www.betcbs.com). They have been
in operation for eight years, and provide Las Vegas style wagering on
all American sports, including football, basketball, baseball, hockey,
nascar, tennis, boxing and soccer.
In May, Casablanca intends to release an all new online casino
that will be fully integrated with its sports program and offer a
broad selection of games such as Blackjack, Craps, Slots, Roulette,
Video Poker and Bingo. The company has a reputation throughout the
industry as a solid, trustworthy and well established book, and is
recommended or featured on industry review and resource sites such as
Bettorsworld (www.bettorsworld.com), where it is rated "Cream of the
Crop", and the prestigious Don Best Sports service (www.donbest.com),.
"Casablanca is one of the class acts in the Internet gaming field
and we are proud that they have selected us as their financial
processor," said Mr. Skinner. "The Casablanca contract provides one
more example of the confidence that Internet gaming companies have in
our secure financial transaction processing systems. While we are
currently transitioning this capability into a broad based e-commerce
offering, we will continue to vigorously support our gaming clients,
and will most likely aggregate all such activities into a corporate
subsidiary."
"We also will be offering access to Casablanca through the
www.Gaming-Plus.com category of our `-Plus' e-commerce network as the
network is rolled out over the coming months. This is in keeping with
our vision for the `-Plus' network of an interlinked community of
business, service, and entertainment sites which provide consumers
with the peace of mind of knowing that any e-business sponsored in the
`-Plus' community will be screened, monitored and maintained at the
highest levels of integrity, value, and customer service."
Daniel Wabe, operations manager for Casablanca Sportsbook &
Casino, added: "We selected WINR after a thorough evaluation of our
needs and of the competitive suppliers in the industry. In our
opinion, WINR offers the best combination of features and customer
service available today. Their system is flexible enough to handle our
various incentive and bonus programs, offers full 24x7 operation and
reliability, and provides the level of security and privacy that more
and more customers are demanding in every aspect of Internet commerce.
At Casablanca, we take great pride in our customer service and are
constantly finding ways to improve based on customer feedback. In
April we will move into a new state of the art facility in Costa Rica
that will provide us with improved telecommunications (150 satellite
phone lines) and increased internet speed, and in May we release our
new casino. We feel WINR is the ideal partner to accompany us on this
rapid growth path."
About Winners Internet Network
Winners Internet Network (www.winr.net) intends to rapidly
position itself as one of the premier financial transaction processors
and integrators in Europe. Through a series of recent acquisitions and
partnerships, it is laying the groundwork for an integrated financial
processing and e-commerce network that will offer compelling benefits
and proprietary advantages over its competitors. Winners services both
vendors and customers in the expanding Internet-based e-commerce space
with state-of-the-art secure financial transaction software and
technology.
Winners Internet Network recently formed a strategic partnership
with and acquired a 19% equity interest in SupraNet AG, believed to be
one of the fast growing and most profitable ISPs in Europe. Both
companies jointly market the Supra Secure Mail system (SSM), which
supports a 448 bit key security protocol, which is believed to be the
most advanced and secure encryption technology available.
Winners Internet Network, Inc. is a public company trading on the
OTC Bulletin Board under the symbol `WINR.' The Company is also
actively pursuing a listing on a German stock exchange in order to
introduce WINR to the European stock market and investment community.
About SupraNet AG
SupraNet AG (www.supra.net), a private company based in
Liechtenstein, is an affiliate of Winners Internet Network and is
believed to be one of the fastest growing and most profitable ISPs in
Europe, with an annualized growth rate of over 80% a year for the past
five years and similar projections going forward.
SupraNet AG serves individuals and businesses throughout Europe,
providing Dial-Up Internet Access, Leased Lines, DSL Connections,
Hosting and Venue, E-Mail, and Encryption Technology and Software,
including SSM believed to be the most secure, encrypted transaction
transmission technology available.
Disclaimer
Information contained in this news release - other than
historical information - should be considered as forward-looking,
pursuant to the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995, and as such is subject to various risk
factors and uncertainties. For instance, Winners Internet Network,
Inc.'s strategies and operations involve risks of competition,
changing market conditions, changes in laws and regulations affecting
these industries, and numerous other factors. Accordingly, actual
results may differ materially from those in such forward-looking
statements.
--30--pp/mi*
CONTACT: Winners Internet Network, Inc., St. Augustine
David Skinner Jr., 800/358-4242
Email: dcsjr@winr.net
or
SupraNet AG, Liechtenstein
Ronald Oehri, 011-423-3774443
Email: ronald@supra.net
or
Investor's contact for Europe:
World of Internet.com, AG
Torsten Prochnow and Dennis C. Hass,
011-49-172-4031383 or 011-49-172-4062621
Website: www.worldofinternet.com
KEYWORD: FLORIDA INTERNATIONAL EUROPE LATIN AMERICA
INDUSTRY KEYWORD: INTERNET SOFTWARE E-COMMERCE BANKING
Today's News On The Net - Business Wire's full file on the Internet
with Hyperlinks to your home page.
URL: http://www.businesswire.com
*** end of story ***
Winners Internet Network, Inc. Announces Appointment of Dr. Reinhard J. Proksch LL.M. As Final Member of Its Board of Directors.
ST. AUGUSTINE, Fla.--(BUSINESS WIRE)--March 7, 2000.
http://www.siliconinvestor.com/stocktalk/msg.gsp?msgid=13085814
(BSNS WIRE) Winners Internet Network, Inc. Announces Appointment of Dr.
Winners Internet Network, Inc. Announces Appointment of Dr. Reinhard J. Proksch
LL.M. As Final Member of Its Board of Directors
Business Editors
ST. AUGUSTINE, Fla.--(BUSINESS WIRE)--March 7, 2000--David C.
Skinner, Jr., President and CEO of Winners Internet Network, Inc.
(WINR) (OTCBB:WINR), www.winr.net, announced today that WINR has
appointed Dr. Reinhard Proksch, LL.M. as the final member of the
Company's board of directors. Dr. Proksch joins Marcus Buechel, former
Prime Minister of Liechtenstein, Ronald Oehri, President of SupraNet
AG, Douglas Morgan, President of Performance Strategies, Inc., and
David C. Skinner, Jr., President and CEO of WINR on the five member
Board.
Dr. Proksch holds double doctorates in Information Systems and in
Philosophy from Vienna and Salzburg Universities and is a Fulbright
Scholar. While at Salzburg, where he also served as Associate
Professor of Media and Communication Law, he was awarded in 1986 the
highest academic honor in Austria - personally bestowed by the
president of Austria. He subsequently earned an LL.M. in 1988 in
Business and Tax and is admitted as an Attorney and Counselor at Law
in New York state.
Dr. Proksch served as Professor and Director of the Institute on
Comparative Telecommunications Law at Edinburgh University, Scotland
and as a Faculty Member of the McGeorge School of Law in Sacramento.,
California. He was an Attorney and Telecom Counsel with Hall Dickler &
Co., a New York and LA law firm through 1990. From 1990-1994, he
served as Director and Corporate Counsel with Liechtenstein-based
trust company subsidiaries of leading Swiss and International Banks,
including Barclays and Union Bank of Switzerland. Since 1994 he has
been engaged in private practice in the areas of Telecom, Tax,
Finance, and Media and served as a Director of Intertreuhand - one of
the oldest asset management trust companies in Liechtenstein and
founder of the European Economic Institute. He is the author of
numerous publications and articles on Tax, Telecom and Media issues,
frequently travels as an international lecturer, and serves on the
Boards of several local and European Media and Telecom companies.
"With the appointment of Dr. Reinhard Proksch to our Board,
we've now completed an all-star team that will dramatically leverage
our future success," said Mr. Skinner. "Dr. Proksch's accomplished and
broad-ranging background in telecom, media and law offers the perfect
complement to the credentials and experience of our other board
members. We have been working with Dr. Proksch for over two years on
various projects and are delighted that he has now consented to become
even more closely involved with WINR."
"We anticipate that his extensive personal and professional
contacts throughout Europe and the States and his knowledge of
international law will greatly enhance the speed and effectiveness
with which we move ahead in the implementation of our new corporate
strategy. His background in telecom, finance and media will profoundly
leverage the implementation of our processing network and our
financial and e-commerce solutions for the European arena and beyond.
Dr. Proksch comes from one of the oldest families in Vienna and his
background and personal reputation further enhance WINR's credibility,
solidity and reputation for integrity in our marketplace and
throughout Europe."
Dr. Proksch added, "I encounter many companies in the e-commerce
and financial arenas in the course of my professional work, and it is
my belief that WINR is one of the true rising stars. They have a
financial transaction processing technology that has been tried and
tested in one of the most challenging security environments on the
Web, that of Internet gaming. And they are now rapidly converting that
knowledge and experience into a broad based e-commerce and processing
capability offering significant benefits to consumers, e-business,
banks, and brokerage houses across Europe. I have seen first-hand the
level of interest their technology and operations are generating and
am proud to be a part of this dynamic enterprise. I've had the
opportunity to get to know the team behind WINR personally through our
various business interactions to date and have found them without
exception to be among the most creative, high-integrity and committed
group of individuals I've ever met. I'm delighted to have the
opportunity to work alongside Messrs. Buechel, Oehri, Morgan and
Skinner to help guide and oversee the growth of this remarkable
company, and I look forward to bringing my legal, telecom and
financial expertise and contacts to bear in this endeavor."
"We want to welcome Reinhard to WINR," said Mr. Skinner. "All
five members of the now complete Board of Directors will be meeting
the week of March 12th in Liechtenstein to get to know each other
personally, and to further refine the Company's strategic planning and
begin to exploit the synergies they each bring to the table. We
believe that our shareholders will soon see the results and dramatic
benefits of the diverse, accomplished and world-class Board of
Directors we've assembled to advise and assist the Company as we move
ahead."
About Winners Internet Network
Winners Internet Network (www.winr.net) intends to rapidly
position itself as one of the premier financial transaction processors
and integrators in Europe. Through a series of recent acquisitions and
partnerships, it is laying the groundwork for an integrated financial
processing and e-commerce network that will offer compelling benefits
and proprietary advantages over its competitors. Winners services both
vendors and customers in the expanding Internet-based e-commerce space
with state-of-the-art secure financial transaction software and
technology.
Winners Internet Network recently formed a strategic partnership
with and acquired a 19% equity interest in SupraNet AG, believed to be
one of the fast growing and most profitable ISPs in Europe. Both
companies jointly market the Supra Secure Mail system (SSM), which
supports a 448 bit key security protocol, which is believed to be the
most advanced and secure encryption technology available.
Winners Internet Network, Inc. is a public company trading on the
OTC Bulletin Board under the symbol `WINR.' The Company is also
actively pursuing a listing on a German stock exchange in order to
introduce WINR to the European stock market and investment community.
About SupraNet AG
SupraNet AG (www.supra.net), a private company based in
Liechtenstein, is an affiliate of Winners Internet Network and is
believed to be one of the fastest growing and most profitable ISPs in
Europe, with an annualized growth rate of over 80% a year for the past
five years and similar projections going forward.
SupraNet AG serves individuals and businesses throughout Europe,
providing Dial-Up Internet Access, Leased Lines, DSL Connections,
Hosting and Venue, E-Mail, and Encryption Technology and Software,
including SSM - believed to be the most secure, encrypted transaction
transmission technology available.
Disclaimer
Information contained in this news release - other than
historical information - should be considered as forward-looking,
pursuant to the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995, and as such is subject to various risk
factors and uncertainties. For instance, Winners Internet Network,
Inc.'s strategies and operations involve risks of competition,
changing market conditions, changes in laws and regulations affecting
these industries, and numerous other factors. Accordingly, actual
results may differ materially from those in such forward-looking
statements.
--30--jd/mi*
CONTACT: Winners Internet Network, Inc., St. Augustine
David Skinner Jr., 800/358-4242
Email: dcsjr@winr.net
or
SupraNet AG, Liechtenstein
Ronald Oehri, 011-423-3774443
Email: ronald@supra.net
or
Investor's contact for the U.S.:
Columbia Financial Group, Inc.
Kevin Holmes, 888/301-6271
Email: urpressed@aol.com
or
Investor's contact for Europe:
World of Internet.com, AG
Torsten Prochnow and Dennis C. Hass
Phone: 011-49-172-4031383 or 011-49-172-4062621
Website: www.worldofinternet.com
KEYWORD: FLORIDA INTERNATIONAL EUROPE
INDUSTRY KEYWORD: INTERNET SOFTWARE E-COMMERCE BANKING
Today's News On The Net - Business Wire's full file on the Internet
with Hyperlinks to your home page.
URL: http://www.businesswire.com
*** end of story ***
Winners Internet Network, Inc., Announces Independent Research Report and Buy Recommendation by CSK Securities Research.
ST. AUGUSTINE, Fla.--(BUSINESS WIRE)--March 3, 2000.
http://www.ragingbull.com/mboard/boards.cgi?read=14653&board=WINR
Friday March 3, 12:15 pm Eastern Time
Company Press Release
Winners Internet Network, Inc., Announces Independent Research Report and Buy Recommendation by CSK Securities Research
ST. AUGUSTINE, Fla.--(BUSINESS WIRE)--March 3, 2000--David C. Skinner, Jr., President and CEO of Winners Internet Network, Inc. (OTCBB:WINR - news), www.winr.net, today announced that the Company has been notified that CSK Securities Research has initiated coverage of WINR with a ``Strong Buy'' recommendation and stock price targets of $15 in 12 months and $26 in 24 months, up from its current stock price of approximately $4 per share. CSK Research is an independent equity research firm and Registered Investment Advisor specializing in emerging companies, and serving institutional investors and brokerage firms.
``We were delighted to receive an independent research report recommending WINR,'' said Mr. Skinner. ``The report reflects a great deal of due diligence on the part of CSK Research and accurately details the Company's strategy and opportunities going forward. We appreciate the confidence and conclusions that CSK draws from this information.''
The report contains the following information and is available from CSK Securities Research of Novato, California.
======================
CSK Securities Research:
Winners Internet Network is rapidly positioning itself as one of the premier financial transaction processors and integrators in Europe. Through a series of recent acquisitions and partnerships, WINR has laid the groundwork for an integrated financial processing and e-commerce services company that offers significant advantages over other competitors in this area. The Company is in the process of forming the first online bank to be licensed under the secure, confidential banking laws of the Principality of Liechtenstein. This will enable Internet users to have a confidential Liechtenstein bank account accessible from the convenience of their own homes by allowing them to track all their financial transactions from their own PC. A WINR's ``CyberBank AG'' account will also allow automatic debiting for purchases made over the Internet, and an eSwipe(TM) capability for major credit cards. The account holder is ensured of safety because WINR offers the most secure encryption and security technology available in the world today.
We believe WINR is poised to be a major player in the business-to-business (B2B) European Internet Market and the global e-commerce market. Over the last 18 months, the Company has developed proprietary financial transaction processing software and technology in the Internet gambling arena. Internet gambling is an industry that requires the most secure tracking and detailed financial transaction processing and data gathering ability. The Company developed its state-of-the-art technology in this most technologically challenging Internet business sector.
We believe that WINR's now has software and technology that comprises a complete, functional system applicable not only to Internet gaming, but to all types of financial transactions, including Internet banking, brokerage and e-commerce. In recent months, WINR has pulled together the infrastructure - through acquisitions and partnerships, and now with the formation of a Liechtenstein Internet bank - to become a major force in the European and global Internet financial services industry. We believe WINR offers investors a prime opportunity to get in on the ground floor of an emerging company just beginning its rapid growth stage.
======================
For a copy of the complete report, send an email request to: tinask1@gte.net
CSK Securities Research Announces Investment Opinion on Winners Internet Network, Inc.
SAN FRANCISCO--(BUSINESS WIRE)--Feb. 29, 2000.
http://www.siliconinvestor.com/stocktalk/msg.gsp?msgid=13010742
CSK Securities Research AnnouncesInvestment
Opinion on Winners Internet Network, Inc.
February 29, 2000 07:42 PM
SAN FRANCISCO--(BUSINESS WIRE)--Feb. 29, 2000--
CSK Securities Research Initiates Coverage of Winners Internet Network, Inc. WINRS
CSK Securities Research analyst, Christina Skousen, has initiated coverage of Winners
Internet Network, Inc. WINRS with a "STRONG BUY" rating and stock price targets of $15
in 12 months and $26 in 24 months, up from its current stock price of approximately $4
per share.
Winners Internet Network is rapidly positioning itself as one of the premier financial
transaction processors and integrators in Europe. Through a series of recent acquisitions
and partnerships, WINR has laid the groundwork for an integrated financial processing and
e-commerce services company that offers significant advantages over other competitors in
this area. The Company is in the process of forming the first online bank to be licensed
under the secure, confidential banking laws of the Principality of Liechtenstein. This will
enable Internet users to have a confidential Liechtenstein bank account accessible from
the convenience of their own homes by allowing them to track all their financial
transactions from their own PC. A WINR's "CyberBank AG" account will also allow
automatic debiting for purchases made over the Internet, and an eSwipe(TM) capability for
major credit cards. The account holder is ensured of safety because WINR offers the most
secure encryption and security technology available in the world today.
Ms. Skousen commented, "We believe WINR is poised to be a major player in the
business-to-business (B2B) European Internet Market and the global e-commerce market.
Over the last 18 months, the Company has developed proprietary financial transaction
processing software and technology in the Internet gambling arena. Internet gambling is an
industry that requires the most secure tracking and detailed financial transaction
processing and data gathering ability. The Company developed its state-of-the-art
technology in this most technologically challenging Internet business sector.
"We believe that WINR's now has software and technology that comprises a complete,
functional system applicable not only to Internet gaming, but to all types of financial
transactions, including Internet banking, brokerage and e-commerce," Ms. Skousen
continued. "In recent months, WINR has pulled together the infrastructure through
acquisitions and partnerships, and now with the formation of a Liechtenstein Internet bank
- to become a major force in the European and global Internet financial services industry.
We believe WINR offers investors a prime opportunity to get in on the ground floor of an
emerging company just beginning its rapid growth stage."
CSK Securities Research is an independent equity research firm, specializing in emerging
companies, and serving institutional investors and brokerage firms.
; Qualcomm, Inc. (QCOM); Charles Schwab Corp. (SCH); Ebay, Inc. (EBAY); AmeriTrade
Holding Corp. (AMTD).)
The WINR research report issued by CSK Securities Research includes the following
information:
WINNERS INTERNET NETWORK, INC. WINR
Investment Summary
- We are initiating coverage of Winners Internet Network, Inc.
(WINR) with a Strong Buy recommendation for strategic investors
with a two to three year investment horizon. Based on the new
revenue streams anticipated from WINR's new businesses, we are
projecting WINR's stock price to increase to the $15 range in 10
to 12 months and the $26 range in 24 months.
- WINR is implementing its new business strategy to position itself
as a major player in the business-to-business (B2B) European
e-commerce market. Through a series of acquisitions and
partnerships over the last several months, WINR has laid the
groundwork to become one of the premier financial transaction
processors and integrators in Europe. WINR is initiating its
strategic plan to form Europe's first Internet Bank under the
laws of Liechtenstein. WINR will also provide the most secure
financial transaction processing currently available in the world
to e-commerce businesses in all industries.
- WINR has spent the last two years developing and perfecting its
financial transaction processing system and software in the
Internet gaming industry. Internet gaming demands some of the
most technologically challenging software and technology in the
world. It requires the most secure tracking and highly detailed
financial transaction data gathering ability. The Company's
"Secure Online Financing Processing System" is a truly unique,
state-of-the-art, secure financial transaction processing system,
which has been tested and proven in this demanding arena.
- WINR's systems and technology are proprietary and incorporate the
most secure encryption currently available in the world. Together
with WINR's online bank to be formed in Liechtenstein, WINR has
an extreme edge over the competition in providing financial
transaction processing services and banking. WINR will also help
bring the benefits of Liechtenstein's secure, confidential
banking laws to the global market, allowing Internet users to
maintain a Liechtenstein bank account from the convenience of
their own homes.
- We believe that WINR has developed a cutting-edge proprietary
financial transaction processing technology that far exceeds the
competition's services. We also believe that with its
Liechtenstein facilities, its recent acquisitions and
partnerships, and the formation of a Liechtenstein online bank,
WINR has now put in place the necessary infrastructure to become
a major full-service financial transaction processing and
Internet banking company.
Company Profile
Winners Internet Network, Inc. WINR developed and owns proprietary software and
technology for secure processing of financial data on the Internet. The Company now has
the highest encryption technology available in the world today. WINR is rapidly positioning
itself as one of the premier financial transaction processors and integrators in Europe.
European e-commerce is in its early stages and set for explosive growth. Through a series
of recent acquisitions and partnerships, WINR has laid the groundwork for an integrated
financial processing and e-commerce network that will offer compelling benefits and
significant advantages over other competitors in this area. The Company services both
vendors and consumers in the expanding Internet-based, e-commerce industry with its
state-of-the-art secure financial transaction software and technology. WINR is poised to be
a major player in the business-to-business (B2B) European market. The Company is now
initiating its strategic plan to form Europe's first Internet Bank to be licensed under the
laws of Liechtenstein. The Company's "CyberBank" will bring the benefits of
Liechtenstein's secure, confidential banking laws to the global market, allowing all Internet
users to maintain a Liechtenstein bank account from the convenience of their own homes.
The Company is headquartered in St. Augustine, Florida, where it manages its overall
administrative operations. WINR's European Division is located in Ruggell, Liechtenstein,
where it maintains, monitors and manages its technical operations and accounting
records. The European Division handles programming, software development and upgrades
as needed, monitors the Company's banking processing, and handles other front office
and support requirements. It is also worthy of note that WINR recently appointed the
former Prime Minister of Liechtenstein, Markus Buechel, to the Company's board of
directors. This appointment should greatly assist the Company in expanding throughout
the European business market.
... Internet Gaming Provided the Means to an End
The Company is currently utilizing its software and financial transaction processing
system at Internet gaming websites for legally licensed Internet casinos and sports books.
WINR is a profitable Internet company. For the 10-month period ending October 31, 1999,
on revenues of $1.7 million, WINR showed net income of $1.1 million or $0.07 earnings per
share.
In 1998, WINR secured the exclusive license and use of a test prototype software, which
established an initial database for WINR's Internet-based financial transactions. WINR
chose the Internet gaming industry both to generate immediate revenues for the Company
and to serve as a test-bed in which to further develop and perfect its proprietary, secure
Internet financial transaction system, now referred to as Winners Secure Online Financial
Processing System (the "Winners Processing System"). The Company saw that Internet
gaming requires software and technology that provides the most secure financial tracking
possible and highly detailed financial transaction data gathering ability. WINR considered
Internet gambling an ideal environment for the development of a truly state-of-the-art,
secure financial transaction software and technology.
WINR believes that it has now developed its Winners Processing System from the initial
test stage to a complete, functioning system that is applicable, not only to Internet
gaming, but to all types of e-commerce and financial transactions, and Internet banking in
particular. The Winners Processing System now uses only upgraded technology that was
exclusively developed by the Company. The previous test software is no longer a
functioning component of the Company's proprietary technology and processing software.
... Forward Strategies - E-Commerce & Internet Banking
WINR is linked with established banking institutions and has established affiliations with
CyberLink Trust (CLT) and the Cyberlink Monetary System (CMS) to provide banking
trustee management services. Over the last several months, the Company has made
additional acquisitions and formed partnerships and alliances with key companies and
financial institutions to provide WINR with the infrastructure to offer and provide a
complete, comprehensive system for the management of financial accounts, accounting
services and financial transactions for Internet commerce and banking.
The Company's strategy going forward is to offer complete e-commerce financial
transaction solutions for companies doing business on the Internet. WINR also plans to
form an Internet Bank that is truly global and accessible to all persons from the
convenience of their own homes. The Company has strategically chosen the Principality of
Liechtenstein as its Internet banking domicile. Liechtenstein is known world-wide as one of
the safest and most confidential centers in the world for financial management and
banking. The Company has an established office in Liechtenstein and many valuable
relationships in the Principality. Liechtenstein offers a tremendous growth opportunity for
global e-commerce because of its centralized location in Europe and its membership in
the European Union (EU). WINR plans to either acquire a Liechtenstein bank or file an
application for a Liechtenstein Private Banking License.
... Positioning WINR for Explosive Growth
In December, WINR filed its Form 10 with the SEC to become a fully reporting Company.
WINR recently asked to withdraw and re-file its Form 10-SB Registration Statement with
the full permission and cooperation of the SEC. The Company will file its revised
Registration Statement shortly. The revision will allow the Company to more accurately
reflect its new focus and direction toward e-commerce, financial transaction processing,
and Internet banking. The Company has also filed an application for listing of its shares on
the new German High Quality Segment for Small Caps in order to introduce WINR to the
European stock market and investment community.
The Development of WINR's Proprietary Technology
WINR chose to develop its financial transaction processing technology and software in the
Internet gambling industry. Internet gaming is a most challenging marketplace as it
requires a safe, secure and confidential method to link the customer, the vendor, the
worldwide banking community and various governments all under one umbrella. WINR has
recognized the need for the Internet gambler to have confidentiality and the ability to have
access to his account ledger to insure the accuracy of payment. WINR believed that it
needed to create a new standard for the Internet gaming industry. WINR became a pioneer
in establishing the first ever Worldwide Gaming Payout Structure. WINR provides
management and accounting services to guarantee accuracy of payouts and
confidentiality to customers.
The controversy of Internet gambling, including the illegality of it altogether in certain
countries and jurisdictions, the requirement for tracking the origin of the player, and the
need for the Internet gambler to have confidence in the websites and payout accuracy, all
present significant challenges for software and system development. WINR has been able
to achieve its goal of providing the vital link needed to insure that legality is at the forefront
in all transactions. This not only protects the integrity of the Internet gaming industry, but
also the customer, vendor and banking community, as well as the interests of the host
governments.
The Winners Processing System has been acknowledged by host governments to provide
a complete and independent tracking of all play so that a such governments can be
assured that they will collect their proper revenue. In addition, an audit trail is provided of
all the vital financial information needed by the host government for regulation. WINR will
not allow play from an illegal jurisdiction and daily monitors proposed legislation
throughout the world. WINR has fully recognized that play in the U.S. market would either
be forbidden or severally curtailed. For that reason, WINR is a pioneer in establishing a
foothold in Europe. The Company recognized the huge marketplace that exists worldwide
for Internet gambling. It was for that reason that the Company developed its System to be
able to trade in all major world currencies. WINR developed its system with the global
market in mind from its inception. The Winners Processing System allows a user to trade
in all the worldwide currencies at the current exchange rate, and chose any "home"
currency that the user desires.
In addition, at moment's notice, the Winners Processing System can forbid play from any
illegal jurisdiction and works with all governments in this regard. Currently, WINR will not
accept play from the states of Florida, Minnesota, Missouri, Wisconsin and the countries
of Austria and Japan. (This list may not be all-inclusive.) The System can identify those
who attempt to disguise their location and play from an illegal jurisdiction. The user also
has the ability to change security passwords at random. It is registered as a Secure Site
offering the most secure "in Socket Layer Technology" to provide the customer, vendor
and government with secure and confidential transactions. The System also has
safeguards to identify and keep out the play of minors.
One of regulatory officials' most common nightmares about the Internet is the difficulty of
detecting money-laundering attempts. The Winners Processing System was designed
with sophisticated tracking in place and offers safeguards for prevention of money
laundering. Even e-cash and its lack of an audit trail can be thwarted by WINR's system
for registration and tracking of money deposits and play. In addition, with the WINR
system, a player can have confidence that their money is handled through the safe,
secure and confidential CyberLink Asset Management Trust, located in one of the safest
banking governments in the world, the Principality of Liechtenstein. The player can monitor
his account at will, and with the click of a button, can track all of their play, deposits,
withdrawals, transfer and pending items.
The Winners Processing System offers the security, credibility, integrity, and
confidentiality that is the necessary ingredient for all Internet commerce, including the
ability for the user to completely track and monitor his accounts. The Company's
proprietary software and technology is totally cutting-edge and unique in the industry. It
gives WINR an unprecedented competitive advantage over other Business-to-Business
(B2B) Internet companies in this arena. WINR is now moving to capitalize on this
advantage in all e-commerce sectors, including the logical extension of this technology
into global Internet banking. Over the last several months, the Company has been building
the necessary infrastructure to expand its technology into these wider applications and
markets.
Building the WINR Infrastructure
The Company developed the Winners Processing System so that it is not limited to just
Internet gaming, but is applicable to all e-commerce vendors regardless of their product.
The technology includes a database that will quickly adapt to all types of Internet
commerce and banking. WINR's focus has also been directed toward servicing all Internet
transactions and allowing potential customers to deposit their money where it is
confidential, safe and protected. It is expected that approved customers will be able to
enjoy the benefits of the new Winners Internet Debit Card giving access to funds worldwide
in over 115 countries and over 350,000 ATM machines. A natural progression of this
strategy has led the Company to investigate forming an Internet bank domiciled in
Liechtenstein.
WINR has formed strategic relationships or acquired companies over the last several
months to build the necessary infrastructure to implement its strategic plan of creating a
full-service financial transaction processing and Internet banking company.
... CyberLink Trust & CyberLink Monetary System
WINR has been accepted as a member of CyberLink Trust and the CyberLink Monetary
System. CyberLink Trust provides protected asset management with a Trust that has been
licensed and in business since 1954. WINR relies on the CyberLink Monetary System to
complete the processing of Internet transactions using its Winners Processing System.
The CyberLink Monetary System has a data processing center based in Vaduz,
Liechtenstein and is the entity that provides the link between customers, products and
services and licensed banking. The CyberLink Monetary System is managed by
Intertreuhand Aktiengesellschaft, which has DDr. Reinhard Proksch serving as Managing
Director. DDr. Proksch, a Fullbright Scholar, holds dual doctorates in law and information
systems.
In July 1998, CyberLink Monetary Systems agreed to exclusively license WINR as the
sole provider of Internet gaming for its data processing operations. The Winners
Processing System interfaces with the CyberLink Monetary System's data processing,
and the financial transactions processed by the CyberLink Monetary System are then
interfaced with the bank accounts managed by the CyberLink Monetary System.
This membership gave WINR the financial structure and established links with foreign
banks through the CyberLink Monetary System that have been extremely beneficial to
WINR's operations and growth.
... SupraNet AG, Europe
In early February 2000, the Company acquired a 19% interest of privately owned SupraNet
AG. SupraNet is one of the few profitable Internet Service Providers (ISPs) in Europe and
has been since 1995. Since its inception, SupraNet has experienced an average annual
growth rate of over 80% and anticipates the same growth rate into the foreseeable future.
SupraNet AG serves individuals and businesses throughout Europe, providing dial-up
Internet access to both private and business customers, leased lines that currently serve
major banking customers, DSL connections, hosting and venue with either virtual and/or
physical servers, e-mail, and the SSM encryption technology and software.
SupraNet is the developer of Supra Secure Mail (SSM), the most secure and highest
encrypted e-mail service transport technology available in the world today. With the
collaboration of WINR and its cutting-edge financial transaction technology, SupraNet and
WINR can can move toward becoming the most accepted encryption standard for
business-to-business (B2B) communication and secure financial transactions. The
security protocal incorporates a 448-bit key, which exceeds any available encryption in the
world today. It is the first 400-plus bit encryption technology, a milestone in the
development of security and privacy software, especially as compared to the current
standard of 128 to 256 bit keys. The SSM code key encryption is so safe that it is
estimated that the most powerful computers in the world would take 25 years to penetrate
the code. As a further deterrent, the code changes every three minutes making it virtually
impenetrable. SSM is expected to be the new standard for safe, secure and confidential
communication. This should give WINR a profound competitive advantage in the
e-commerce marketplace as SSM offers the highest level of security for e-commerce
financial activities now available.
SupraNet is currently marketing and selling its 900KB proprietary SSM software at its
website www.supra.net. WINR and SupraNet are in the process of developing the
information and sales portal at www.encryption-plus.com. The Company expects this site
to become one of the most popular website for privacy and encryption products,
information and services in the world.
WINR and SupraNet can utilize innovative synergies to create a global presence in
e-commerce. WINR and SupraNet share European headquarters in the Cyber-Villa,
located in Ruggell, Liechtenstein. This location and the collaboration of WINR and
SupraNet will allow e-commerce merchants the opportunity to physically locate their
servers for e-commerce in Liechtenstein to achieve the most expeditious, secure, safe and
confidential processing of financial transactions in the world.
... The "SecureNet- Plus" Network
Also in early February, WINR completed negotiations to acquire 100% of the
SecureNet-Plus Network from CyberLink Monetary Systems. As mentioned above, WINR
has been working with CyberLink Group over the last year and will continue to receive their
full support in the administration of these sites. The SecureNet-Plus Network is a series of
e-commerce websites under the common name, http://www.____-plus.com.
SecureNet-Plus has over 30 "plus" registered domain names, including Cyberbank-plus,
Commodities-plus, Mortgages-plus, Loans-plus, Mutual Funds-plus, Eshop-plus. WINR
recently registered another 30 `-Plus' Network domain names, including
Accountants-plus.com, Attorneys-plus.com, Business-plus.com, Taxes-plus.com and
other names related to services, products and support.
The Company is now building a new e-commerce portal named WINR-plus.com for launch
in the second quarter 2000. The WINR-plus.com portal will serve as the central hub of the
SecureNet-Plus Network. The portal will direct Internet consumers to the best online
provider or ret
Winners Internet Network, Inc., Unveils Integrated Corporate Mission Statement Embodying Its New Strategic Direction.
ST. AUGUSTINE, Fla., Feb 28, 2000 (BUSINESS WIRE).
http://www.siliconinvestor.com/stocktalk/msg.gsp?msgid=12991244
(COMTEX) B: Winners Internet Network, Inc., Unveils Integrated Corpor
B: Winners Internet Network, Inc., Unveils Integrated Corporate Mission
Statement Embodying Its New Strategic Direction
ST. AUGUSTINE, Fla., Feb 28, 2000 (BUSINESS WIRE) -- David C. Skinner,
Jr., President and CEO of Winners Internet Network, Inc. (OTCBB:WINR),
www.winr.net, today announced that the Board of Directors has
officially approved and adopted the Company's new "Mission Statement".
"Our new Mission Statement serves to integrate the numerous exciting
directions the company has been pursuing into a powerful and coherent
corporate strategy," commented Mr. Skinner. "By clearly defining the
common thread through all our endeavors, we create greater focus and
clarity of execution for our entire team and our outside partners."
"A compelling vision has preceded virtually all accomplishment of note
in the world," he added, "and we now have such a vision before us,
fully articulated, to help lead us into the future."
Subsequent announcements over the coming months will serve to detail
our execution of the various elements required to realize that vision.
The Mission Statement is reproduced in its entirety below:
WINNERS INTERNET NETWORK, INC "facilitating the future of e-commerce -
by insuring peace of mind today"(TM)
We see a future where consumers and business alike can engage in
purchasing, banking and brokerage activities over the Internet, with
the complete and well-placed confidence that their transactions,
personal information and communications are safe, secure and private.
Winners Internet Network is committed to making that future a reality.
We create platforms, systems and environments - through the development
and deployment of technology solutions and strategic partnerships -
which enable consumers and business to operate over the global Internet
confident in the knowledge that they are secure from theft, compromise,
disruption, eavesdropping or interception of sensitive personal or
financial information.
We are committed to creating value and satisfaction at every level of
our business, from customers and clients, to our strategic partners, to
the individuals who ultimately use the systems we create. Through an
ongoing focus on our customers' needs and their solution, we want to
continue to grow rapidly, being of ever greater service to increasing
numbers of individuals. In so doing, we want to realize the corporate
profits needed to fund that growth and to handsomely reward our
shareholders and investors.
And through it all, we want to maintain an atmosphere of encouragement
and acknowledgement of the Company personnel and our many outside
partners who help make it all possible.
About Winners Internet Network
Winners Internet Network (www.winr.net) intends to rapidly position
itself as one of the premier financial transaction processors and
integrators in Europe. Through a series of recent acquisitions and
partnerships, it is laying the groundwork for an integrated financial
processing and e-commerce network that will offer compelling benefits
and proprietary advantages over its competitors. Winners services both
vendors and customers in the expanding Internet-based e-commerce space
with state-of-the-art secure financial transaction software and
technology.
Winners Internet Network recently formed a strategic partnership with
and acquired a 19% equity interest in SupraNet AG, believed to be one
of the fast growing and most profitable ISPs in Europe. Both companies
jointly market the Supra Secure Mail system (SSM), which supports a 448
bit key security protocol, which is believed to be the most advanced
and secure encryption technology available.
Winners Internet Network, Inc. is a public company trading on the OTC
Bulletin Board under the symbol 'WINR.' The Company is also actively
pursuing a listing on a German stock exchange in order to introduce WINR to the European stock market and investment community.
About SupraNet AG
SupraNet AG (www.supra.net), a private company based in
Liechtenstein, is an affiliate of Winners Internet Network and is
believed to be one of the fastest growing and most profitable ISPs in
Europe, with an annualized growth rate of over 80% a year for the past
five years and similar projections going forward.
SupraNet AG serves individuals and businesses throughout Europe,
providing Dial-Up Internet Access, Leased Lines, DSL Connections,
Hosting and Venue, E-Mail, and Encryption Technology and Software,
including SSM - believed to be the most secure, encrypted transaction
transmission technology available.
Disclaimer
Information contained in this news release - other than historical
information - should be considered as forward-looking, pursuant to the
"safe harbor" provisions of the Private Securities Litigation Reform
Act of 1995, and as such is subject to various risk factors and
uncertainties. For instance, Winners Internet Network, Inc.'s
strategies and operations involve risks of competition, changing market
conditions, changes in laws and regulations affecting these industries,
and numerous other factors. Accordingly, actual results may differ
materially from those in such forward-looking statements.
Copyright (C) 2000 Business Wire. All rights reserved.
Distributed via COMTEX.
-0-
CONTACT: Winners Internet Network, Inc., St. Augustine
David Skinner Jr., 800/358-4242
Email: dcsjr@winr.net
or
SupraNet AG
Ronald Oehri, 011-423-3774443
Email: ronald@supra.net
or
Investor's contact for the U.S.:
Columbia Financial Group, Inc.
Kevin Holmes, 888/301-6271
Email: urpressed@aol.com
or
Investor's contact for Europe:
World of Internet.com, AG
Torsten Prochnow and Dennis C. Hass,
Phone: 011-49-172-4031383 or 011-49-172-4062621
Website: www.worldofinternet.com
WEB PAGE: http://www.businesswire.com
GEOGRAPHY: FLORIDA INTERNATIONAL EUROPE
INDUSTRY CODE: E-COMMERCE
SOFTWARE
INTERNET
BANKING
Today's News On The Net - Business Wire's full file on the Internet
with Hyperlinks to your home page.
*** end of story ***
Winners Internet Network, Inc., Announces Creation of Non-profit "World Security Forum" Foundation.
ST. AUGUSTINE, Fla.--(BUSINESS WIRE)--Feb. 22, 2000.
http://www.siliconinvestor.com/stocktalk/msg.gsp?msgid=12938355
(BSNS WIRE) Winners Internet Network, Inc., Announces Creation of Non-pr
Winners Internet Network, Inc., Announces Creation of Non-profit "World
Security Forum" Foundation
Business Editors
ST. AUGUSTINE, Fla.--(BUSINESS WIRE)--Feb. 22, 2000--David C.
Skinner, Jr., President and CEO of Winners Internet Network, Inc. (OTC
BB: WINR), www.winr.net, today announced the formation of a non-profit
foundation entitled the "World Security Forum" whose charter is to
create and sustain an ongoing forum for discussion, education,
information exchange and synergy among e-commerce companies and
solution providers in the Internet security arena, and to serve as an
advocate of privacy, confidentiality and security for all consumers
who participate in the e-commerce space.
"The Internet holds the promise of a global, interconnected
economy with greater diversity and opportunity than previously seen in
the history of mankind. But with such promise come increased risks as
seen in the recent denial of service attacks on major e-commerce
companies, the accessing by a hacker of 350,000 credit card numbers at
CDUniverse, and similar incidents which are creating a level of
concern among consumers that could seriously impact the future
development of e-commerce at all levels," noted Mr. Skinner.
"According to a recent poll done for IBM by Louis Harris and
Associates, 72% of consumers are concerned about threats to their
privacy on the Web. Nearly two-thirds of consumers polled say they`ve
refused to give information at a financial site. And more than half of
them say they`ve decided not to make a purchase at a retail, insurance
or financial site because of these worries. Over 53% of shoppers
report exiting a site and going instead to a brick-and-mortar store -
not necessarily run by the same business - rather than buy online due
to these fears and concerns."
Mr. Skinner added, "Clearly this issue is far larger than any one
company or set of companies. It is fundamental to the success amd
future of all of who participate in the e-commerce and financial
transaction processing space that we develop and implement reliable,
proven and accountable systems and solutions that can alleviate these
problems and legitimately earn the consumers' trust."
"As a growing leader in the secure transaction processing
industry, we at WINR wanted to take an active role in bringing
together the many outstanding companies and individuals involved in
this field, to jointly work on shaping the future of privacy and
security on the web in a way that allows the promise of e-commerce and
the Internet to be realized for all participants," said Mr. Skinner.
"The idea for the foundation grew out of discussions with other key
players and participants in the Internet security space, and we look
forward to collaboration with many of these companies and individuals
in realizing the goals of the foundation."
The World Security Forum non-profit foundation and its charter
have been accepted and approved by the Principality of Leichtenstein.
The founding directors of the foundation include Dr. Reinhart Proksch
(International Attorney, Author and Lecturer), Markus Buechel (former
Prime Minister and Minister of Finance of Liechtenstein), and David
Skinner, Jr. (President and CEO of Winners Internet Network, Inc.).
"Liechtenstein, a thriving country located in the heart of Europe,
supports some of the strictest banking secrecy and financial privacy
laws in the world," noted Mr. Skinner, "thus serving as a standard we
might well aspire to."
The foundation will sponsor a web site which is currently under
development and will also sponsor an annual World Security Forum in
Vaduz, Liechtenstein's capital. Details of both will be announced
shortly.
About the World Security Forum
The World Security Forum is a globally oriented non-profit
foundation organized under the laws of the Principality of
Liechtenstein and sponsored by Winners Internet Network, Inc. (WINR).
The foundation's charter is to create and sustain an ongoing
forum for discussion, education, information exchange and synergy
among e-commerce companies and solution providers in the Internet
security arena, and to serve as an advocate of privacy,
confidentiality and security for all consumers who participate in the
e-commerce space.
The foundation will sponsor a web site, currently under
development, which will serve as a central exchange for ideas,
problems, solutions, and emerging standards in the rapidly evolving
web security industry. It will also sponsor an annual World Security
Forum in Vaduz, the capital of Liechtenstein, to bring the leaders and
innovators in the field together with the e-commerce companies they
serve, in the interests of creating a global, safe, secure e-commerce
environment for consumers and businesses alike.
About Winners Internet Network
Winners Internet Network (www.winr.net) is rapidly positioning
itself as one of the premier financial transaction processors and
integrators in Europe. Through a series of recent acquisitions and
partnerships, it has laid the groundwork for an integrated financial
processing and e-commerce network that will offer compelling benefits
and proprietary advantages over its competitors. Winners services both
vendors and customers in the expanding Internet-based e-commerce space
with state-of-the-art secure financial transaction software and
technology.
Winners Internet Network recently acquired a significant interest
in SupraNet AG, one of the fast growing and most profitable ISPs in
Europe. Both companies jointly market the Supra Secure Mail system
(SSM), which supports a 448 bit key security protocol, making it the
most advanced and secure encryption technology available.
Winners Internet Network, Inc. is a public company trading on the
OTC Bulletin Board under the symbol 'WINR.' The Company has also filed
an application for a German listing of its shares in order to
introduce WINR to the European stock market and investment community.
About SupraNet AG
SupraNet AG (www.supra.net), a private company based in
Liechtenstein, is an affiliate of Winners Internet Network and one of
the fastest growing and most profitable ISPs in Europe, with an
annualized growth rate of over 80% a year for the past five years and
similar projections going forward.
SupraNet AG serves individuals and businesses throughout Europe,
providing Dial-Up Internet Access, Leased Lines, DSL Connections,
Hosting and Venue, E-Mail, and Encryption Technology and Software,
including SSM - the most secure, encrypted transaction transmission
technology in the world.
Disclaimer
Information contained in this news release - other than
historical information - should be considered as forward-looking,
pursuant to the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995, and as such are subject to various risk
factors and uncertainties. For instance, Winners Internet Network,
Inc.'s strategies and operations involve risks of competition,
changing market conditions, changes in laws and regulations affecting
these industries, and numerous other factors. Accordingly, actual
results may differ materially from those in such forward-looking
statements.
--30--ah/ny*
CONTACT: Winners Internet Network, Inc.
David Skinner Jr.
Phone: 1-800-358-4242
Email: dcsjr@winr.net
or
SupraNet AG
Ronald Oehri
Phone: 011-423-3774443
Email: ronald@supra.net
or
Investor's contact for the U.S.:
Columbia Financial Group, Inc.
Kevin Holmes
Phone: 1-888-301-6271
Email: urpressed@aol.com
or
Investor's contact for Europe:
World of Internet.com, AG
Torsten Prochnow and Dennis C. Hass,
Phone: 011-49-172-4031383 or 011-49-172-4062621
Website: www.worldofinternet.com
KEYWORD: FLORIDA INTERNATIONAL EUROPE
INDUSTRY KEYWORD: E-COMMERCE INTERNET
Today's News On The Net - Business Wire's full file on the Internet
with Hyperlinks to your home page.
URL: http://www.businesswire.com
*** end of story ***
Winners Internet Network, Inc. Adds Significant Technology Expertise to Its Board of Directors With the Appointment of Douglas J. Morgan.
ST. AUGUSTINE, Fla., Feb 18, 2000 (BUSINESS WIRE).
http://www.siliconinvestor.com/stocktalk/msg.gsp?msgid=14110543
Winners Internet Network, Inc. Adds Significant Technology Expertise to Its Board of Directors With the Appointment of Douglas J. Morgan.
ST. AUGUSTINE, Fla., Feb 18, 2000 (BUSINESS WIRE) -- David C. Skinner, Jr., President and CEO of Winners Internet Network, Inc. (WINR), www.winr.net, announced today that WINR has appointed Douglas J. Morgan, President and CEO of Performance Strategies, Inc., to the Company's board of directors.
Mr. Morgan is a magna cum laude graduate from both Massachusetts Institute of Technology with a Bachelors Degree and Stanford University with a Masters Degree, both in Computer Science and Electrical Engineering. Mr. Morgan was also a National Science Foundation Fellow.
He has over 25 years of experience in the computer and hi-tech industry with an early background in programming, design, and project management with companies such as Computer Sciences Corporation, Hughes, NCR, and Hewlett Packard. He founded and served from 1981 to 1984 as President of DynaMicro, Inc., a software and computer game development company known for its development of the national best selling game Dungeons of Daggorath.
Mr. Morgan also served as Chairman of Unified Technologies, Inc., a hardware/software development company from 1981 to 1985, when the company merged with Hirsch Electronics Corp., one of its clients. He served as Vice-President of Engineering for Hirsch, a successful privately-held networked security system developer and manufacturer,
from 1985 to 1989. From 1989-1994, he served as President and Chairman of Stratos Scientific Corp., a technical consulting firm, and from 1995 to 1997, he served as the Chairman of Visual Technologies, Inc., a multi-media development company. From 1995 to the present he has served
as President and CEO of Performance Strategies, Inc., an international consulting firm serving the hi-tech and related industries and providing high-level assistance in strategic planning, corporate communications, business model and financial development, network and Internet strategies, and web-site development. He is the holder of 5
U.S. Patents relating to networking, security and computer systems design.
"The appointment of Douglas Morgan to our board adds immeasurably to our technical depth and expertise going forward," commented Mr. Skinner. "His diverse and accomplished background in technology and fields ranging from security and networking to entertainment and
multi-media will be a profound complement to our strategic planning team as we proceed to implement Winner's global vision."
"We anticipate that his business and consulting contacts will provide significant opportunities for partnership and technology sharing that will greatly benefit Winners' rollout of its financial and e-commerce solutions. His demonstrated innovation in the networking, security and
computer systems fields dovetails perfectly with our business strategy and leverages our ongoing efforts to provide proprietary products and solutions in our marketplace."
Mr. Morgan added, "In Winners I found a company rapidly and effectively executing a profoundly well-conceived and integrated strategy to achieve significant stature in the banking, brokering, transaction processing and e-commerce spaces, first in Europe and then expanding world-wide. It is a dynamic time in the growth of the company and I am
proud and pleased to work with this first class management team and be able to contribute to this exciting future."
"We welcome Doug to WINR and believe that our shareholders will soon be benefiting from the expertise and contributions of the prestigious team we've assembled to advise and assist the Company as we move ahead," concluded Mr. Skinner.
About Winners Internet Network
Winners Internet Network (www.winr.net) is rapidly positioning itself as one of the premier financial transaction processors and integrators in Europe. Through a series of recent acquisitions and partnerships, it
has laid the groundwork for an integrated financial processing and e-commerce network that will offer compelling benefits and proprietary advantages over its competitors. Winners services both vendors and
customers in the expanding Internet-based e-commerce space with state-of-the-art secure financial transaction software and technology.
Winners Internet Network recently acquired a significant interest in SupraNet AG one of the fast growing and most profitable ISPs in Europe.
Both companies jointly market the Supra Secure Mail system (SSM), which supports a 448 bit key security protocol, making it the most advanced and secure encryption technology available.
Winners Internet Network, Inc. is a public company trading on the OTC Bulletin Board under the symbol 'WINR.' The Company has also filed an application for a German listing of its shares in order to introduce WINR to the European stock market and investment community.
Disclaimer
Information contained in this news release - other than historical
information - should be considered as forward-looking, pursuant to the
"safe harbor" provisions of the of the Private Securities Litigation
Reform Act of 1995, and as such are subject to various risk factors and
uncertainties. For instance, Winners Internet Network, Inc.'s
strategies and operations involve risks of competition, changing market
conditions, changes in laws and regulations affecting these industries,
and numerous other factors. Accordingly, actual results may differ
materially from those in such forward-looking statements.
Copyright (C) 2000 Business Wire. All rights reserved.
Distributed via COMTEX.
-0-
CONTACT: Winners Internet Network, Inc.
David Skinner Jr.
Phone: 1-800-358-4242
Email: dcsjr@winr.net
or
Investor's contact for the U.S.:
Columbia Financial Group, Inc.
Kevin Holmes
Phone: 1-888-301-6271
Email: urpressed@aol.com
or
Investor's contact for Europe:
World of Internet.com, AG
Torsten Prochnow and Dennis C. Hass,
Phone: 011-49-172-4031383 or 011-49-172-4062621
Website: www.worldofinternet.com
WEB PAGE: http://www.businesswire.com
Winners Internet Network, Inc. to Resubmit Form 10-SB to Reflect New Focus On Financial Processing and e-Commerce.
ST. AUGUSTINE, Fla.--(BUSINESS WIRE)--Feb. 18, 2000.
http://www.siliconinvestor.com/stocktalk/msg.gsp?msgid=12918848
(BSNS WIRE)ÿÿ Winners Internet Network, Inc. to Resubmit Form 10-SB to
Ref
Winners Internet Network, Inc. to Resubmit Form 10-SB to Reflect New
Focus On
Financial Processing and e-Commerce
ÿ
ÿ
ÿÿÿÿ Business Editors
ÿ
ÿÿÿÿ ST. AUGUSTINE, Fla.--(BUSINESS WIRE)--Feb. 18, 2000--David C.
Skinner, Jr., President and CEO of Winners Internet Network, Inc.
(OTCBB: WINR), www.winr.net, announced today that WINR will withdraw
and re-file its Form 10-SB Registration Statement, allowing the
company`s current focus and direction to be more accurately reflected
in the new filing.
ÿÿÿÿ WINR received its first comment letter from the Securities &
Exchange Commission (SEC) regarding its registration statement on
February 17, 2000, reflecting the normal feedback process during such
registrations. The comments were delayed as a result of the enormous
work load within the offices of the SEC. The SEC has encouraged the
company to withdraw the registration statement and re-file because it
will be impossible complete the comment and response process and
finalize the filing prior to its effective date of February 22, 2000.
The company has concurred and is withdrawing the Registration
Statement and will resubmit a new filing as soon as possible.
ÿÿÿÿ "We expect to have the revised Registration Statement re-filed
shortly," noted Mr. Skinner, "and this has the added advantage of
allowing the new filing to more accurately represent WINR's new focus
on financial transaction processing and e-commerce as reflected in
company press releases over the last two months. Next week we will be
formally issuing our new Mission Statement, which will be available at
our web site, to reflect our exciting new focus going forward."
ÿ
ÿÿÿÿ About Winners Internet Network
ÿ
ÿÿÿÿ Winners Internet Network (www.winr.net) is rapidly positioning
itself as one of the premier financial transaction processors and
integrators in Europe. Through a series of recent acquisitions and
partnerships, it has laid the groundwork for an integrated financial
processing and e-commerce network that will offer compelling benefits
and proprietary advantages over its competitors. Winners services both
vendors and customers in the expanding Internet-based e-commerce space
with state-of-the-art secure financial transaction software and
technology.
ÿÿÿÿ Winners Internet Network recently acquired a significant interest
in SupraNet AG one of the fast growing and most profitable ISPs in
Europe. Both companies jointly market the Supra Secure Mail system
(SSM), which supports a 448 bit key security protocol, making it the
most advanced and secure encryption technology available.
ÿÿÿÿ Winners Internet Network, Inc. is a public company trading on the
OTC Bulletin Board under the symbol `WINR.' The Company has also filed
an application for a German listing of its shares in order to
introduce WINR to the European stock market and investment community.
ÿ
ÿÿÿÿ Disclaimer
ÿ
ÿÿÿÿ Information contained in this news release - other than
historical information - should be considered as forward-looking,
pursuant to the "safe harbor" provisions of the of the Private
Securities Litigation Reform Act of 1995, and as such are subject to
various risk factors and uncertainties. For instance, Winners Internet
Network, Inc.'s strategies and operations involve risks of
competition, changing market conditions, changes in laws and
regulations affecting these industries, and numerous other factors.
Accordingly, actual results may differ materially from those in such
forward-looking statements.
ÿ
ÿÿÿÿ --30--ac/ny*
ÿ
ÿÿÿÿ CONTACT: Winners Internet Network, Inc.
ÿÿÿÿÿÿÿÿÿÿÿÿÿ David Skinner Jr., 800/358-4242
ÿÿÿÿÿÿÿÿÿÿÿÿÿ Email: dcsjr@winr.net
ÿÿÿÿÿÿÿÿÿÿÿÿÿÿÿÿÿÿÿÿÿÿÿÿÿ or
ÿÿÿÿÿÿÿÿÿÿÿÿÿ Investor's contact for the U.S.:
ÿÿÿÿÿÿÿÿÿÿÿÿÿ Columbia Financial Group, Inc.
ÿÿÿÿÿÿÿÿÿÿÿÿÿ Kevin Holmes, 888/301-6271
ÿÿÿÿÿÿÿÿÿÿÿÿÿ Email: urpressed@aol.com
ÿÿÿÿÿÿÿÿÿÿÿÿÿÿÿÿÿÿÿÿÿÿÿÿÿ or
ÿÿÿÿÿÿÿÿÿÿÿÿÿ Investor's contact for Europe:
ÿÿÿÿÿÿÿÿÿÿÿÿÿ World of Internet.com, AG
ÿÿÿÿÿÿÿÿÿÿÿÿÿ Torsten Prochnow and Dennis C. Hass,
ÿÿÿÿÿÿÿÿÿÿÿÿÿ 011-49-172-4031383 or 011-49-172-4062621
ÿÿÿÿÿÿÿÿÿÿÿÿÿ Website: www.worldofinternet.com
ÿ
ÿÿÿÿ KEYWORD: FLORIDA INTERNATIONAL EUROPE
ÿÿÿÿ INDUSTRY KEYWORD: BANKING E-COMMERCE INTERNET
COMPUTERS/ELECTRONICS
ÿ
Today's News On The Net - Business Wire's full file on the Internet
ÿÿÿÿÿÿÿÿÿÿÿÿÿÿÿÿÿÿÿÿÿÿÿÿÿ with Hyperlinks to your home page.
ÿÿÿÿÿÿÿÿÿÿÿÿÿÿÿÿÿÿÿÿÿÿÿÿÿ URL: http://www.businesswire.com
ÿ
ÿ
ÿ
ÿ
***ÿ end of storyÿ ***
Winners Internet Network Builds Portal as Heart of `-Plus' Network Providing Access to Qualified Online Retailers in Over 300 Categories.
ST. AUGUSTINE, Fla.--(BUSINESS WIRE)--Feb. 17, 2000.
http://www.siliconinvestor.com/stocktalk/msg.gsp?msgid=12899470
(BSNS WIRE) Winners Internet Network Builds Portal as Heart of `-Plus' N
Winners Internet Network Builds Portal as Heart of `-Plus' Network Providing
Access to Qualified Online Retailers in Over 300 Categories
Business Editors
ST. AUGUSTINE, Fla.--(BUSINESS WIRE)--Feb. 17, 2000--David C.
Skinner, Jr., President and CEO of Winners Internet Network, Inc.
(WINR), www.winr.net, announced today that WINR is building the new
e-commerce portal WINR-plus.com to serve as the central hub of its
rapidly expanding `-Plus' Network.
"The `-Plus' Network will eliminate the information overload
currently bombarding Internet consumers by directing them to the best
online provider or retailer in more than 300 product and service
categories," Skinner explained.
Rather than querying a search engine, which often retrieves
hundreds or thousands of retailers with no regard to their quality,
the `-Plus' Network will provide one-click access to those providers
and retailers that offer the most competitive rates and highest levels
of performance and service in each sector. Our team of management
advisors, including experts from Winners Internet Network and outside
the Company, will conduct the market research and comparative analysis
necessary to determine the leader in each sector that will receive the
WINR seal of approval.
"The `-Plus' Network thus creates an innovative solution to
online shopping, with tremendous advantages over Yahoo, AltaVista,
Excite and other traditional search engines, since we will provide a
targeted search with the benefit of expert advice - all at no cost to
the consumer," Skinner added. He also reported that the Company
recently registered another 30 `-Plus' Network urls, including
Accountants-plus.com, Attorneys-plus.com, Business-plus.com,
Taxes-plus.com and other urls related to services, products and
support.
The `-Plus' Network will encompass four overall category sites,
covering Internet financial providers (IFP), entertainment, e-commerce
businesses and services, that will break down into `-Plus' sites for
specific products and services within that category. For example,
www.ifp-plus.com will include 10 related sites such as
Banking-plus.com, Barter-plus.com, Commodities-plus.com,
Currency-plus.com, Futures-plus.com, IPO-plus.com, Loan-plus.com,
Mortgages-plus.com, MutualFunds-plus.com, and TradeStocks-plus.com.
The Company is currently working to complete all of the
categories and expects to launch the `-Plus' Network during the 2nd
quarter of 2000. The initial launch will include the WINR-plus.com
portal and the IFP category and subsections, with rapid deployment
anticipated for the entire `-Plus' Network of more than 300 online
retailers and providers.
"We are currently in negotiations with numerous companies that we
have selected for the `-Plus' Network regarding the encryption
technology and processing used for these e-commerce sites as well as
the linkage to our `-Plus' Network system and customer base," said
Skinner.
Ronald Oehri explained that the `-Plus' Network benefits from
WINR's processing and encryption package. This includes the
revolutionary new SSM technology, which provides the highest known
encryption technology currently available with a virtually
impenetrable proprietary code key encryption that changes every three
minutes and has a 448 bit key (versus the current industry standard of
only 128 and 256 bit keys). The Chief Technology Officer, Charles
Scott, explained the Company's package also includes its e-swipe(TM)
technology that provides seamless connection between online customers,
merchants and financial institutions. "Our e-swipe technology is
operational and is currently being used by Winners Internet Network in
processing transactions for e-commerce sites," Scott stated, "with
current efforts focused on quickly converting the Company's entire
system over to e-swipe."
Scott also commented further on development of the `-Plus'
Network, stating that it is being created as a vertically integrated
site pointing to a diverse range of product, service and support
providers. He also noted that WINR is establishing a consumer center
to track all customer feedback regarding the online retailers selected
as the `-Plus' providers in all product, service and support sectors.
"This will strengthen our ability to continually review selected
`-Plus' Network retailers in order to provide the best possible
service to our users."
About Winners Internet Network
Winners Internet Network (www.winr.net) services the rapidly
expanding, e-commerce sector with online financial transaction
software that is both advanced and secure: thereby providing its
vendors and customers with safe, secure and confidential financial
transactions online. Winners Internet Network develops and owns the
proprietary software and technology that enable secure processing of
financial data over the Internet.
Winners Internet Network recently acquired a significant interest
in SupraNet AG. Both companies jointly market the Supra Secure Mail
system (SSM), which is the most advanced, encryption technology
available. A security protocol gives users the ability to have a 448
bit key, which exceeds any encryption available elsewhere.
Winners Internet Network, Inc. is a public company trading on the
OTC Bulletin Board under the symbol `WINR.' The Company has also filed
an application for a German listing of its shares in order to
introduce WINR to the European stock market and investment community.
Disclaimer
Information contained in this news release - other than
historical information - should be considered as forward-looking,
pursuant to the "safe harbor" provisions of the of the Private
Securities Litigation Reform Act of 1995, and subject to various risk
factors and uncertainties. For instance, Winners Internet Network,
Inc.'s strategies and operations involve risks of competition,
changing market conditions, changes in laws and regulations affecting
these industries; in addition to numerous other factors discussed in
this release. Accordingly, actual results may differ materially from
those in any (other) forward-looking statements.
--30--rc/ny*
CONTACT: Winners Internet Network, Inc.
David Skinner Jr.
Phone: 1-800-358-4242
Email: dcsjr@winr.net
or
Investor's contact for the U.S.:
Columbia Financial Group, Inc.
Kevin Holmes
Phone: 1-888-301-6271
Email: urpressed@aol.com
or
Investor's contact for Europe:
World of Internet.com, AG
Torsten Prochnow and Dennis C. Hass
Phone: 011-49-172-4031383 or 011-49-172-4062621
Website: www.worldofinternet.com
KEYWORD: FLORIDA INTERNATIONAL EUROPE
INDUSTRY KEYWORD: COMPUTERS/ELECTRONICS INTERNET NETWORKING
E-COMMERCE
Today's News On The Net - Business Wire's full file on the Internet
with Hyperlinks to your home page.
URL: http://www.businesswire.com
*** end of story ***
Former Prime Minister of Liechtenstein Joins the Winners Internet Network, Inc. Board of Directors. S
T. AUGUSTINE, Fla., Feb 16, 2000 (BUSINESS WIRE).
http://www.siliconinvestor.com/stocktalk/msg.gsp?msgid=12886324
(COMTEX) B: Former Prime Minister of Liechtenstein Joins the Winners
B: Former Prime Minister of Liechtenstein Joins the Winners Internet Network,
Inc. Board of Directors
ST. AUGUSTINE, Fla., Feb 16, 2000 (BUSINESS WIRE) -- David C. Skinner,
Jr., President and CEO of Winners Internet Network, Inc. (WINR),
www.winr.net, announced today that WINR has appointed the former Prime
Minister of Liechtenstein, Markus Buechel, to the Company's board of
directors.
The Honorable Markus Buechel began his career by studying law at the
University of Berne in Switzerland and the University of Munich in
Germany. After a few years of legal practice with two of
Liechtenstein's leading law firms, he was asked by the Liechtenstein
Government to represent the country in its European Union negotiations
with the primary responsibility in financial services. The treaties
with the Liechtenstein Union were successfully concluded, and are one
of the major reasons for a steady two-digit growth rate of
Liechtenstein's banks.
Following his successful negotiation of the Liechtenstein Union,
Buechel was elected to the Liechtenstein Government as Minister of
Finance and subsequently as the country's Minister of Foreign Affairs.
He was then voted Prime Minister of the Principality of Liechtenstein
in a general election.
Since Buechel's retirement from public office, he is active as a board
member of a management consulting firm and two European
telecommunication companies. Buechel's distinguished career in the
public sector also resulted in the Prince of Liechtenstein awarding him
the country's highest honor for his services to the nation.
"The appointment of Markus Buechel is an explosive development in
WINR's corporate growth and a major addition to our expanding European
business structure that insures credibility, representation and
integrity within the firm," commented Mr. Skinner. "With Markus now
serving on our board of directors, he is in the position to lead
Winners Internet Network into the nations of Europe by leveraging his
expertise in the region's markets and extensive contacts with prominent
European leaders."
"Markus' long standing relationships with highly regarded politicians
and businessmen throughout Europe brings substantial value to Winners
Internet Network," Mr. Skinner continued. "This in-depth knowledge of
the community, and its citizens' needs, is of particular benefit to the
Company given our current efforts to establish solid operations across
Europe and to introduce Cyberbank as a leading Internet bank focused on
providing quality services and the world's highest encryption
technology to European consumers."
"We are also very impressed by Markus' present positions as a director
of various European firms -- companies that have synergistic positions
relative to the market expansion pursued by Winners Internet Network.
His position on the board of directors of a Italian Telecommunications
Company, for instance, considerably strengthens our expansion in the
telecommunications and security fields, and clearly illustrates the
strategic nature of his appointment to our board of directors. We
welcome Markus to WINR and believe that our shareholders will rapidly
understand the substantial degree of assistance that he is able to
provide to the Company," concluded Mr. Skinner.
About Winners Internet Network, Inc.
Winners Internet Network (www.winr.net) services the rapidly
expanding, e-commerce sector with online financial transaction software
that is both advanced and secure: thereby providing its vendors and
customers with safe, secure and confidential financial transactions
online. Winners Internet Network develops and owns the proprietary
software and technology that enable secure processing of financial data
over the Internet.
Winners Internet Network recently acquired a significant interest in
SupraNet AG. Both companies jointly market the Supra Secure Mail system
(SSM), which is the most advanced, encryption technology available. A
security protocol gives users the ability to have a 448 bit key, which
exceeds encryptions available elsewhere in the world.
Winners Internet Network, Inc. is a public company trading on the OTC
Bulletin Board under the symbol 'WINR.' The Company has also filed an
application for a German listing of its shares in order to introduce
WINR to the European stock market and investment community.
Disclaimer
Information contained in this news release -- other than historical
information -- should be considered as forward-looking, pursuant to the
"safe harbor" provisions of the of the Private Securities Litigation
Reform Act of 1995, and subject to various risk factors and
uncertainties. For instance, Winners Internet Network, Inc.'s
strategies and operations involve risks of competition, changing market
conditions, changes in laws and regulations affecting these industries;
in addition to numerous other factors discussed in this release.
Accordingly, actual results may differ materially from those in any
(other) forward-looking statements.
Copyright (C) 2000 Business Wire. All rights reserved.
Distributed via COMTEX.
-0-
CONTACT: Winners Internet Network, Inc.
David Skinner Jr., 800/358-4242
dcsjr@winr.net
or
Investor's contact for the U.S.
Columbia Financial Group, Inc.
Kevin Holmes, 888/301-6271
urpressed@aol.com
or
Investor's contact for Europe
World of Internet.com, AG
Torsten Prochnow and Dennis C. Hass
011-49-172-4031383
011-49-172-4062621
www.worldofinternet.com
WEB PAGE: http://www.businesswire.com
GEOGRAPHY: FLORIDA INTERNATIONAL EUROPE
INDUSTRY CODE: COMPUTERS/ELECTRONICS
INTERNET
E-COMMERCE
Today's News On The Net - Business Wire's full file on the Internet
with Hyperlinks to your home page.
*** end of story ***
Stockreporter Updates Strong Buy Recommendation and Confirms Year 2000 $12 Target Price for Winners Internet Network, Inc. (WINR) http://woi4.e-7.com/english/co/winr/first.html
Stockreporter > WINR > 02/15/2000
Stockreporter Updates Strong Buy Recommendation and Confirms Year 2000 $12 Target Price for Winners Internet Network, Inc. (WINR) ST. AUGUSTINE, FL: Winners Internet Network, Inc. (OTC BB: WINR), a dynamic e-commerce integrator (www.winr.net), today received an updated strong buy recommendation confirming a $12 year 2000 price target from Stockreporter, a leading European financial Internet publication at www.stockreporter.de. Stockreporter said this provides strong profit opportunities from the current $5.00 WINR share price.
Stockreporter issued the WINR update in response to significant developments that strengthen the Company’s near- and long-term prospects. These include the expansion of its service offering into Internet banking and brokering. This latest news comes through official approval for the firm’s share participation in a license (expected in the second quarter of this year) for the new European-focused Cyberbank – in which WINR will take a majority ownership position.
"While investors who followed our initial recommendation of Winners Internet Network profited substantially, even greater investment returns are possible in the next few months as WINR leverages its unique online financial transaction software across the e-commerce, B2B and Internet banking/brokering sectors," said Torsten Prochnow. "The Company is positioned with virtually no direct competition in the European Internet banking and brokering industry since WINR offers an unparalleled level of encryption, privacy and security for online financial transactions.
"We expect the Company to dramatically increase revenues and earnings this year through strategic acquisitions and the widespread proliferation of its Internet banking and brokering services," Prochnow added. "Stockreporter also anticipates that the WINR share price will rise at an accelerated rate in response to growing investor awareness – with an application filed for a German listing and another for Nasdaq expected to be filed in the next few months. We remain very bullish on Winners Internet Network and advise investors to aggressively increase their holdings in the Company."
UPDATE
Since Stockreporter issued a buy recommendation on the profitable e-commerce integrator and online financial processing firm Winners Internet Network, Inc. (WINR), the stock doubled from roughly $2.50 per share to the $5.00 range. Rapid appreciation of the stock price followed early February announcements regarding strategic acquisitions and alliances, significant new product releases and the filing for a secondary listing in Germany to attract greater awareness from European investors.
WINR’s most recent announcement of approval regarding share participation in a license for a European Internet bank is creating a flux of new interest from investors in Europe and the U.S. The Internet bank provides even more tremendous value to investors since it is a spin-off candidate for an IPO in early 2001.
Internet banking and brokering are the fastest growing segments in the financial industry, prompting investors to value major U.S. players with a multi-billion dollar market capitalization (Charles Schwab at $31.4 billion and Ameritrade at $2.8 billion). The European sector is especially exciting since it is in the early stages with roughly 10 million online banking customers and an enormous annual growth rate. WINR is capitalizing upon this business opportunity by teaming with European marketing experts to ensure that the firm captures a dominant industry share.
To obtain a benchmark for valuing WINR’s European Internet banking and brokering goals we take a quick look at the German market, which has roughly 25 percent of Europe’s online banking customers. In this sector, leading Internet banks are also valued with a multi-billion dollar market capitalization (ConSors AG - $3.9 billion, Direct Anlage Bank AG - $2.3 billion and Entrium Direct Bankers AG - $1.1 billion). Since Winners Internet Network has a current market cap of roughly $77.5 million, the launch and successful development of its Cyberbank operations with a focus on all of Europe should result in the firm being valued more in line with its German peers. This indicates there should be tremendous upside pressure on the stock price over the long-term.
Stockreporter believes that a valuation of WINR more in line with its German peers is realistic in the next few years given the Company’s unique situation that positions the firm for virtually no direct competition in the European Internet banking/brokering sector. This stand-alone position within the market is provided by Winners Internet Network’s distinct and long lasting advantages, which are based on its proprietary technology, the world’s highest encryption levels and its location in Liechtenstein (the world’s most expeditious, secure and confidential center for processing of financial transactions).
With a European investor road show scheduled this quarter, Stockreporter anticipates that WINR will attract considerable near-term interest from institutional investors throughout Europe. Winners Internet Network is already bolstering growing European awareness with several other recent developments that confirm the Company’s ability to capitalize upon new profit opportunities. These include a contract with the most successful media enterprise in Switzerland as well as the strategic partnership with and purchase into one of Europe’s few profitable Internet service providers.
By acquiring 19 percent of the shares outstanding of SupraNet AG (www.supra.net), WINR gained access to substantial new revenue and earnings channels as well as a number of significant competitive advantages, including:
The world’s highest encryption technology (SSM), which is expected to emerge as the encryption standard for secure B2B communications and financial transactions.
The ability to provide host services, leased lines and expanded Internet and communication services to merchants, customers and financial institutions.
The ability to provide businesses with physical location of their e-commerce servers in Liechtenstein, where the government guarantees the privacy of transactions.
The joint development of www.encryption-plus.com, which will be launched in the second quarter of 2000 and is expected to be the #1 site for privacy and encryption.
These advantages are complemented by the Company’s acquisition of the e-commerce "-Plus" Network, which includes Cyberbank-plus, Commodities-plus, Mortgages-plus, Loans-plus, MutualFunds-plus, eShop-plus and more than 30 other registered domains. The Network benefits from WINR’s processing and encryption package, which includes SSM as well as the Company’s e-swipe™ technology that provides seamless connection between online customers, merchants and financial institutions.
Overall, WINR shares represent an exciting opportunity for investors to achieve tremendous short- and long-term profits. With all of the pieces now in place for the firm to expand its business across the e-commerce, B2B and Internet banking/brokering sectors, Stockreporter believes that the Company is embarking upon a new period of accelerated growth. We anticipate strong upside pressure on the stock price to result from growing European investor awareness due to the recent application for a listing in Germany. As the Company also prepares to file for a listing on Nasdaq in the next few months, Stockreporter expects that institutional investors in the U.S. will already begin to recognize the firm’s unique market positioning and dynamic growth prospects.
EVALUATION
Stockreporter is very bullish on Winners Internet Network and sees dynamic profit opportunities for investors, especially at the stock’s current undervalued trading levels of roughly $5.00 per share. The strong price appreciation since our initial recommendation just one month ago illustrates the dramatic attraction to this high-growth firm. We believe the case for future share price appreciation is strengthened by WINR’s ability to translate its technical advantages into concrete growth across industry sectors.
Stockreporter anticipates exceptional top- and bottom-line growth from the Company, and we believe that recent developments confirm our earlier estimates for year 2000 expansion and our $12 share price target at a conservative PER of 40. We also note that the firm’s aggressive short- and near-term expansion plans may prompt us to upgrade our initial estimates and share price targets later this year. Stockreporter expects that dramatically expanded investor awareness of WINR could result in the stock trading closer to the average 70 PER of its peers on Nasdaq, where we expect the Company could be listed in the next few months.
For information concerning the compensation received for the preparation of this report and other disclosures, see
Important Disclaimer and Disclosure Statement
Stockreporter Announces Investment Opinion on Winners Internet Network, Inc.
ST. AUGUSTINE, Fla., Feb 14, 2000 (BUSINESS WIRE).
http://www.siliconinvestor.com/stocktalk/msg.gsp?msgid=12861954
(COMTEX) B: Stockreporter Announces Investment Opinion on Winners Int
B: Stockreporter Announces Investment Opinion on Winners Internet Network, Inc.
ST. AUGUSTINE, Fla., Feb 14, 2000 (BUSINESS WIRE) --
Stockreporter Updates Strong Buy Recommendation and Confirms Year
2000 $12 Target Price for Winners Internet Network, Inc. (WINR)
Winners Internet Network, Inc. (OTC BB: WINR), a dynamic e-commerce
integrator (www.winr.net), today received an updated strong buy
recommendation confirming a $12 year 2000 price target from
Stockreporter, a leading European financial Internet publication at
www.stockreporter.de. Stockreporter said this provides strong profit
opportunities from the current $5.00 WINR share price.
Stockreporter issued the WINR update in response to significant
developments that strengthen the Company's near- and long-term
prospects. These include the expansion of its service offering into
Internet banking and brokering. This latest news comes through official
approval for the firm's share participation in a license (expected in
the second quarter of this year) for the new European-focused Cyberbank
- in which WINR will take a majority ownership position.
"While investors who followed our initial recommendation of Winners
Internet Network profited substantially, even greater investment
returns are possible in the next few months as WINR leverages its
unique online financial transaction software across the e-commerce, B2B
and Internet banking/brokering sectors," said Torsten Prochnow. "The
Company is positioned with virtually no direct competition in the
European Internet banking and brokering industry since WINR offers an
unparalleled level of encryption, privacy and security for online
financial transactions.
"We expect the Company to dramatically increase revenues and earnings
this year through strategic acquisitions and the widespread
proliferation of its Internet banking and brokering services," Prochnow
added. "Stockreporter also anticipates that the WINR share price will
rise at an accelerated rate in response to growing investor awareness -
with an application filed for a German listing and another for Nasdaq
expected to be filed in the next few months. We remain very bullish on
Winners Internet Network and advise investors to aggressively increase
their holdings in the Company."
The complete WINR update issued by Stockreporter is available in
English and German and can be accessed at www.stockreporter.de.
NOTICE
Stockreporter.de is a service rendered by World of Internet.com AG,
Germany. All statements and expressions, especially the evaluations and
outlooks on companies, are the opinion of Stockreporter.de and are not
meant to be a solicitation or recommendation to buy, sell or hold
securities. The information that Stockreporter.de relies on is
generally provided by the company featured in the analysis and may also
include information from outside sources, as well as research and
interviews conducted by Stockreporter.de. It is Stockreporter.de's
policy not to rely upon company related information which has not been
publicly disclosed. Thus, information provided by companies is only
used for evaluation and recommendation purposes, if the companies
confirm to Stockreporter.de that the information has already been
publicly disclosed.
Investors should not rely solely on the information contained in this
publication. Stockreporter.de urges its readers to conduct additional
research on the featured companies, e.g. check the company's filings
with the Securities and Exchange Commission (SEC) located at
http://www.sec.gov, before entering into an investment regarding a
recommended company.
Investments in the companies analysed should be considered to be
speculative; the use of information provided in the analysis and
evaluation provided is at the investor's sole risk. It has to be noted
that investing in Micro-Cap or Small-Cap securities is highly
speculative and carries a high degree of risk. All information on
companies provided in this publication are made as of the date
mentioned; such information is subject to change without notice.
Although, the information about featured companies is obtained by
Stockreporter.de from sources which can be believed to be reliable, the
accuracy of such information is not guaranteed. Stockreporter.de makes
no representation or warranty as to the accuracy of the information
provided.
For analysis and evaluations on companies Stockreporter.de usually
receives consideration in cash or stock. Further, Stockreporter.de may
act as consultant or special adviser to the companies reviewed in this
publication and may provide public relations and web site development
services for which they may receive compensation in cash or stock. Any
compensation received by Stockreporter.de in connection with
publications on or services for companies featured in Stockreporter.de
should be viewed by readers as a potential conflict of interest.
Specific information on compensation received by Stockreporter.de is
disclosed in the evaluation and outlook on companies featured by
Stockreporter.de. Stockreporter.de adopted a policy not to engage in
any trading activity in the shares of companies evaluated and
recommended as long as the market has reacted to such evaluations and
recommendations.
Copyright (C) 2000 Business Wire. All rights reserved.
Distributed via COMTEX.
-0-
CONTACT: Mr. Torsten Prochnow (+49-172-4031383)
Mr. Dennis C. Hass (+49-172-4062621)
EMAIL: contact@stockreporter.de
HOMEPAGE: www.stockreporter.de
WEB PAGE: http://www.businesswire.com
GEOGRAPHY: FLORIDA
INDUSTRY CODE: INVESTMENT
OPINION
Today's News On The Net - Business Wire's full file on the Internet
with Hyperlinks to your home page.
*** end of story ***
Winners Internet Network, Inc. Announces Go Ahead for Share Participation in Liechtenstein Cyberbank Application.
ST. AUGUSTINE, Fla., Feb 10, 2000 (BUSINESS WIRE).
http://www.siliconinvestor.com/stocktalk/msg.gsp?msgid=12841110
(COMTEX) B: Winners Internet Network, Inc. Announces Go Ahead for Sha
B: Winners Internet Network, Inc. Announces Go Ahead for Share Participation in
Liechtenstein Cyberbank Application
ST. AUGUSTINE, Fla., Feb 10, 2000 (BUSINESS WIRE) -- David C. Skinner,
Jr., President and CEO of Winners Internet Network, Inc. (WINR),
www.winr.net, today officially announced that WINR has been officially
advised by Dr. Peter Keppeler of Ernst and Young, Bern, Switzerland,
that WINR as a public traded company has the right to participate in
the ownership of shares in the application to be filed for a
Liechtenstein Private Banking License.
Dr. Keppeler was the author of the Liechtenstein banking laws that were
passed by parliament. WINR has been working with Dr. Peter Keppeler in
recent months in exploratory meetings concerning the filing of an
application for an Internet Banking License in Liechtenstein.
According to Mr. Skinner, "We have been waiting for this important
advice in order to proceed with our comprehensive business plan for
Global Internet e-commerce, including Internet Banking and Brokering.
We feel that this ability will enable WINR to achieve its targeted
goals to create the most comprehensive and secure foundation for
e-commerce. All of our plans in our business model are being put into
place and the ability to have a major share in the application process
is immeasurable."
Internet Banking and Internet Brokering are the fastest growing
segments in the entire financial sector. Market capitalizations of
major U.S. American competitors are without any exception in the multi
billion Dollar range, e.g. Charles Schwab ($31.4 billion,
www.schwab.com), Ebay ($21.3 billion, www.ebay.com), and Ameritrade
$2.8 billion, www.ameritrade.com). Especially the European market of
Internet Banking and Brokering is currently rapidly developing and WINR
will be very well positioned already in this early stage. Together with
European marketing experts WINR is currently developing an aggressive
marketing strategy to get a significant market share of the European
market with approximately 10 million online banking customers and an
enormous annual growth rate. Also the market capitalization of major
European competitors are without any exception in the multi billion
Dollar range, e.g. on the German market which is currently over 2.5
million online banking customers the most important European market:
ConSors AG ($3.9 billion, www.consors.de), Direkt Anlage Bank AG ($2.3
billion, www.diraba.de), and Entrium Direct Bankers AG ($1.1 billion,
www.entrium.de).
According to Mr. Skinner, "In this competitive environment WINR will
have the distinction of sole use of the safe and secure "-Plus"
Network, the highest encryption technology available in the world, and
the location of Liechtenstein where the government respects
confidentiality and where absolute privacy is protected by law.
Therefore WINR is going to be competition free in the European and
Global Marketplace for Internet Banking and Internet Brokering."
Mr. Skinner continued: "We have the software to insure the highest
level of security for all financial transactions. This coupled with the
significant ownership of SupraNet AG, the largest Internet Provider in
Liechtenstein, and their 448 key bit encryption, and recent signed
contracts for processing with the largest media group in Switzerland
gives us the credibility worldwide that we have been seeking. The
European marketplace holds the future expanded growth of the Internet
without question and we are now being considered as a member of that
community."
According to Ronald Oehri, CEO and President of SupraNet AG and Board
member of WINR, "We continue to have significant inquiries from around
the world concerning our Supra Secure Mail and its utilization in more
areas than we imagined. Our share of B2B communication will be a
significant share not only in the quickly unfolding European e-commerce
and Internet Banking market, but also the worldwide markets."
Mr. Oehri continued: "We are the only ones able to offer the new 448
bit key standard for encryption that is our proprietary technology. We
expect our new encryption to become the worldwide Business-to-Business
standard. Encryption coupled with the secure and safe processing of
WINR adds a new dimension of safety for the Internet Merchant, the
Vendor and the entire financial community." Mr. Oehri continued, "Do
not forget that WINR has the new e-swipe TM technology which is their
proprietary product that provides a seamless connection to the Internet
Customer, Merchant and Financial Institutions in e-commerce and
Internet Banking."
About Winners Internet Network, Inc. Winners Internet Network services
the explosive e-commerce sector with advanced and secure online
financial transaction software and provides safe, secure and
confidential online financial transactions for its vendors and
customers. Winners Internet Network develops and owns proprietary
software and technology that enables this secure processing of
financial data over the Internet.
Winners Internet Network recently acquired a significant interest of
SupraNet AG. Both companies jointly market the Supra Secure Mail (SSM),
the highest encryption technology available. The protocol for security
gives the user the ability to have 448 bit key that exceeds any
available encryption in the world.
Winners Internet Network, Inc. is a publicly traded company with the
trading symbol OTC BB: WINR and has filed its application for a Listing
in Germany to introduce the WINR stock on the European Stock Market.
About SupraNet AG SupraNet AG is an affiliate of Winners Internet
Network and one of the few profitable Internet Service Providers (ISP)
in Europe. SupraNet AG has been in business since 1995. Since its
inception SupraNet AG had experienced average annual growth of over 80%
and expects the same continued growth pattern in the future.
Services rendered by SupraNet AG include: Dial-Up Internet Access
(serving private and business customers), Leased Lines (e.g. serving
major banking customers), DSL Connections, Hosting and Venue (virtual
and or physical servers), Email, and encryption technology and software
(e.g. SSM). SSM technology provides the most secure and encrypted
transaction technology in the world.
SupraNet AG is a private company based in Liechtenstein.
Disclaimer Information contained in this news release other than
historical information should be considered forward-looking and is
subject to various risk factors and uncertainties. For instance, the
strategies and operations of Winners Internet Network, Inc. involve
risks of competition, changing market conditions, changes in laws and
regulations affecting these industries and numerous other factors
discussed in this release. Accordingly, actual results may differ
materially from those in any forward-looking statements.
Copyright (C) 2000 Business Wire. All rights reserved.
Distributed via COMTEX.
-0-
CONTACT: Winners Internet Network, Inc.
David Skinner Jr.
Phone: 1-800-358-4242
Email: dcsjr@winr.net
or
SupraNet AG
Ronald Oehri
Phone: 011-423-3774443
Email: ronald@supra.net
or
Investor Contact U.S.:
Columbia Financial Group, Inc.
Kevin Holmes
Phone: 1-888-301-6271
Email: urpressed@aol.com
or
Investor Contact Europe:
World of Internet.com, AG
Torsten Prochnow and Dennis C. Hass
Phone: 011-49-172-4031383 or 011-49-172-4062621
Website: www.worldofinternet.com
WEB PAGE: http://www.businesswire.com
GEOGRAPHY: FLORIDA INTERNATIONAL EUROPE
INDUSTRY CODE: INTERNET
COMPUTERS/ELECTRONICS
Today's News On The Net - Business Wire's full file on the Internet
with Hyperlinks to your home page.
*** end of story ***
Winners Internet Network, Inc. Announces Acquisition of E-commerce Network.
ST. AUGUSTINE, Fla., Feb 7, 2000 (BUSINESS WIRE).
http://www.siliconinvestor.com/stocktalk/msg.gsp?msgid=12799308
Winners Internet Network, Inc. Announces Acquisition of E-commerce Network
ST. AUGUSTINE, Fla., Feb 7, 2000 (BUSINESS WIRE) -- David C. Skinner,
Jr., President and CEO of Winners Internet Network, Inc. (WINR),
www.winr.net, today officially announced that the company has completed
negotiations to acquire the entire e-commerce "-Plus" Network from
CyberLink Monetary Systems, Est., a Liechtenstein company.
WINR has been working with the CyberLink Group over the past year and
will continue to receive their full support in the processing, handling
and administration of these sites. According to the President and CEO
of WINR, David C. Skinner, Jr., "The acquisition is dynamic for
e-commerce since WINR now has full and unrestricted ownership of all
domains including the exclusive processing for all sites expected to be
added very quickly. CyberLink has been registering sites under the name
www._________-plus.com including domains such as cyberbank-plus,
commodities-plus, mortgages-plus, loans-plus, mutual funds-plus,
eshop-plus and over 30 other registered sites."
"This contract virtually allows WINR and its affiliate SupraNet AG, the
largest Internet Provider in Liechtenstein that WINR holds a
significant ownership as announced last week, to have complete hands on
with the marketing, processing and administration of the "-Plus"
Network", Skinner continued.
According to Ronald Oehri, the CEO and President of SupraNet AG and a
Liechtenstein native, "We already have contracts in active negotiation
and sites will be added very soon. We will have a significant share of
the European e-commerce market since we are the only ones that will be
able to offer the new 448 bit key standard for encryption that is our
proprietary technology. Our new encryption will become the worldwide
Business-to-Business standard. Encryption coupled with the secure and
safe processing of WINR adds a new dimension of safety for both the
Internet Merchant and the Vendor. Add to this," Oehri continued, "WINR
has the new e-swipe TM technology which they developed that provides a
seamless connection to the Internet Customer, Merchant and Financial
Institutions."
WINR and SupraNet have combined forces to not only process transactions
in a safe and secure environment, but to provide host services, leased
lines, and expanded Internet and communication services to merchants,
customers and financial institutions.
Mr. Oehri and Mr. Skinner said, "We have been receiving inquiries from
worldwide markets who want to locate their servers with us, but were
concerned about transaction safety. Our new package offers the highest
level of security for the transaction, in addition to communication
between customers and merchants, stockbrokerage houses, trust
companies, attorneys, and all others with a secure e-mail that
guarantees privacy not only for messages, instructions or orders, but
also the sender's name and the recipient name as well. This is a new
era and with our combined technology we will be able to fulfill the
customer and business needs."
Oehri and Skinner continued, "One of the main problems with security
breach is that Internet customers are forced to use their credit card
each and every time they make a transaction, thereby increasing the
risk of theft dramatically. With the "-Plus" Network, the customer has
a seamless connection to all merchants who are using our processing and
encryption package. They also have the option of using Western Union
and wire transfers. Merchants and customers who use the "-Plus" Network
will have the advantage over the traditional e-commerce methods that
are currently in use. We are the protection that the customer has
needed and deserves. Best of all, SupraNet AG has hosted the WINR
processing system for some time and knows that it works."
According to the market analysis based upon the Gartner Group's
Dataquest, the worldwide market for e-commerce is expected to grow over
1,000% from approximately $35 billion to $400 billion from 1999 to
2003. Also according to another reliable source, Forrester Research,
e-commerce revenues are expected to grow over 1,000% from less than
$100 billion to approximately $1,200 billion from 1999 to 2003. Within
this rapidly growing e-commerce area, WINR is a leader in the safest
technology and software for processing all kinds of transactions. WINR
has been recognized by leading credit card companies for their efforts
in this regard. According to David Skinner, Jr., "The valuable "-Plus"
Network will enable WINR to obtain a significant market share of this
emerging e-commerce sector. So WINR is very well positioned already in
this early stage and will have the distinction of sole use of this safe
and secure "-Plus" Network in the e-commerce environment to be
competition free in the Global Marketplace."
About Winners Internet Network, Inc.
Winners Internet Network services the explosive e-commerce sector
with advanced and secure online financial transaction software and
provides safe, secure and confidential online financial transactions
for its vendors and customers. Winners Internet Network develops and
owns proprietary software and technology that enables this secure
processing of financial data over the Internet.
Winners Internet Network recently acquired a significant interest of
SupraNet AG. Both companies jointly market the Supra Secure Mail (SSM),
the highest encryption technology available. The protocol for security
gives the user the ability to have 448 bit key which exceeds any
available encryption in the world.
Winners Internet Network, Inc. is a publicly traded company with the
trading symbol OTC BB: WINR and has filed its application for a Listing
in Germany to introduce the WINR stock on the European Stock Market.
About SupraNet AG
SupraNet AG is an affiliate of Winners Internet Network and one of
the few profitable Internet Service Providers (ISP) in Europe. SupraNet
AG has been in business since 1995. Since its inception SupraNet AG had
experienced average annual growth of over 80% and expects the same
continued growth pattern in the future.
Services rendered by SupraNet AG include: Dial-Up Internet Access
(serving private and business customers), Leased Lines (e.g. serving
major banking customers), DSL Connections, Hosting and Venue (virtual
and or physical servers), Email, and encryption technology and software
(e.g. SSM). SSM technology provides the most secure and encrypted
transaction technology in the world.
SupraNet AG is a private company based in Liechtenstein.
Disclaimer
Information contained in this news release other than historical
information should be considered forward-looking and is subject to
various risk factors and uncertainties. For instance, the strategies
and operations of Winners Internet Network, Inc. involve risks of
competition, changing market conditions, changes in laws and
regulations affecting these industries and numerous other factors
discussed in this release. Accordingly, actual results may differ
materially from those in any forward-looking statements.
Winners Internet Network, Inc. Announces Application for German Stock Exchange.
ST. AUGUSTINE, Fla., Feb 4, 2000 (BUSINESS WIRE).
http://www.siliconinvestor.com/stocktalk/msg.gsp?msgid=12778070
(COMTEX) B: Winners Internet Network, Inc. Announces Application for
B: Winners Internet Network, Inc. Announces Application for German Stock
Exchange
ST. AUGUSTINE, Fla., Feb 4, 2000 (BUSINESS WIRE) -- David C. Skinner,
Jr., President and CEO of Winners Internet Network, Inc. (WINR),
www.winr.net, today officially announced that the company has filed its
application for a Listing of the stock in Germany to introduce the WINR
stock on the European Stock Market. To be more exact, the Winners
Internet Network, Inc. stock is going to be listed in the new German
High Quality segment for Small Caps.
The company has been able to win over one of the biggest and most
important German "market makers", the stockbroker company of Schnigge
AG, for this Listing. With this step, the company would now also like
to offer European investors the possibility of trading the company's
shares.
"European investors are trading American shares more and more often in
continually larger amounts. With this intended Listing in Germany,
Winners Internet Network, Inc. is thus opening itself up to all
European investors, both institutional and retail", says David Skinner,
Jr., CEO and President of Winners Internet Network, Inc.
In this context, the company plans to carry out an Investor Roadshow in
Europe already in the first quarter. Both the company as well as their
investor relations agencies have already received numerous interesting
inquiries.
Skinner continued, "With these measures, we would like to lay the
foundations for our continued drastic international growth. For Winners
Internet Network, Inc., Europe is a very important market with enormous
potential".
Information contained in this news release other than historical
information should be considered forward-looking and is subject to
various risk factors and uncertainties. For instance, the strategies
and operations of Winners Internet Network, Inc. involve risks of
competition, changing market conditions, changes in laws and
regulations affecting these industries and numerous other factors
discussed in this release. Accordingly, actual results may differ
materially from those in any forward-looking statements.
Copyright (C) 2000 Business Wire. All rights reserved.
Distributed via COMTEX.
-0-
CONTACT: Winners Internet Network, Inc.
David Skinner Jr.
Phone: 1-800-358-4242
Email: dcsjr@winr.net
SupraNet AG
Ronald Oehri
Phone: 011-423-3774443
Email: ronald@supra.net
Investor Contact U.S.:
Columbia Financial Group, Inc.
Kevin Holmes
Phone: 1-888-301-6271
Email: urpressed@aol.com
Investor Contact Europe:
World of Internet.com, AG
Torsten Prochnow and Dennis C. Hass
Phone: 011-49-172-403138 or 011-49-172-4062621
Website: www.worldofinternet.com
WEB PAGE: http://www.businesswire.com
GEOGRAPHY: FLORIDA
INDUSTRY CODE: BANKING
E-COMMERCE
INTERNET
Today's News On The Net - Business Wire's full file on the Internet
with Hyperlinks to your home page.
*** end of story ***
Winners Internet Network, Inc. And Supranet Ag Jointly Announce The Highest Encryption Technology Available.
ST. AUGUSTINE, Fla., Feb 4, 2000 (BUSINESS WIRE).
http://www.siliconinvestor.com/stocktalk/msg.gsp?msgid=12776333
(COMTEX) B: Winners Internet Network, Inc. And Supranet Ag Jointly An
B: Winners Internet Network, Inc. And Supranet Ag Jointly Announce The Highest
Encryption Technology Available
ST. AUGUSTINE, Fla., Feb 4, 2000 (BUSINESS WIRE) -- David C. Skinner,
Jr., President and CEO of Winners Internet Network, Inc. (WINR),
www.winr.net, and Ronald Oehri, CEO and President of SupraNet AG,
www.supra.net, an affiliate of Winners Internet Network, jointly
announce the Supra Secure Mail (SSM), the highest encryption technology
available.
SSM technology provides the most secure and encrypted Email service
transaction technology in the world. This breakthrough developed
exclusively by SupraNet AG will quickly become the most accepted
encryption standard for business to business (B2B) communication and
safe financial transactions. The protocol for security gives the user
the ability to have 448 bit key which exceeds any available encryption
in the world. It is the first key with over 400 bit encryption
technology which is a worldwide milestone in the development of
security and privacy software compared to the current standard of 128
to 256 bit keys.
"This significant breakthrough will give Winners Internet Network a
profound competitive advantage in the e-commerce marketplace. SSM
offers the highest level of security for the rapidly increasing number
of merchants and customers of WINR and its expanding e-commerce
activities", David Skinner, Jr., CEO and President of Winners Internet
Network, Inc., stated. "The joint marketing efforts for SSM will
clearly increase the value of WINR and SupraNet AG and contribute
strong additional revenue streams. This will be accomplished with a one
time set-up fee for SSM and a monthly service charge", Skinner
continued.
According to Ronald Oehri, the President and CEO of SupraNet, "The code
key encryption is so safe that the biggest computers in the world would
take 25 years to penetrate the code. As a further deterrent, the code
changes every 3 minutes making it virtually impenetrable. This will be
the new standard for safe, secure and confidential communication. We
have already begun to experience the growing demand for this software
and service."
Unique Proprietary selling points of SSM: - Current standard privacy
software does not encrypt the sender's and recipient's names and the
subject of the email, only the content of the message. SSM encrypts not
only the content, but also the sender, recipient, and subject. So SSM
encrypts the entire transmission and makes it impossible for anyone to
decipher any or all of these transmissions.
- All data of all transmissions is stored in Liechtenstein where the
government respects confidentiality and where absolute privacy is
protected by law.
- All steps of every transmission are encrypted with the new, powerful,
proprietary, and unique 448 bit key.
In this email transmission process the sender and the recipient must
proceed through the Authorization Security Process (ASP) to access the
email servers to deliver and to receive all email transmissions. In
order to use SSM customers will have to install the 900KB proprietary
software on their computer. Once installed the user has worldwide
access to SSM.
SupraNet AG is currently selling and marketing SSM at its corporate
website www.supra.net. Winners Internet Network, Inc. and SupraNet AG
are currently developing the sales and information portal
Encryption-plus.com for its 448 bit key encryption product, SSM. The
portal can be found at www.encryption-plus.com in the second quarter of
2000 with both companies expecting this site to be the No. 1 website
for privacy and encryption products, information, and services.
Business-to Business communication and its encryption is a rapidly
growing multi-billion Dollar market. According to David Skinner, Jr.,
and Ronald Oehri, "SSM will enable our companies to obtain a
significant market share of this expanding multi-billion Dollar
industry. We have already received several concrete inquiries from
potential customers from all over the world."
Information contained in this news release other than historical
information should be considered forward-looking and is subject to
various risk factors and uncertainties. For instance, the strategies
and operations of Winners Internet Network, Inc. involve risks of
competition, changing market conditions, changes in laws and
regulations affecting these industries and numerous other factors
discussed in this release. Accordingly, actual results may differ
materially from those in any forward-looking statements.
Copyright (C) 2000 Business Wire. All rights reserved.
Distributed via COMTEX.
-0-
CONTACT: Winners Internet Network, Inc.
David Skinner Jr., 800/358-4242
Email: dcsjr@winr.net
or
SupraNet
AG Ronald Oehri, 011-423-3774443
Email: ronald@supra.net
or
Investor Contact U.S.:
Columbia Financial Group, Inc.
Kevin Holmes, 888/301-6271
Email: urpressed@aol.com
or
Investor Contact Europe:
World of Internet.com, AG
Torsten Prochnow and Dennis C. Hass
Phone: 011-49-172-403138 or 011-49-172-4062621
Website: www.worldofinternet.com
WEB PAGE: http://www.businesswire.com
GEOGRAPHY: FLORIDA
INDUSTRY CODE: COMPUTERS/ELECTRONICS
INTERNET
Today's News On The Net - Business Wire's full file on the Internet
with Hyperlinks to your home page.
*** end of story ***
Winners Internet Network, Inc. Acquires Significant Interest of Supranet, Europe.
ST. AUGUSTINE, Fla., Feb 3, 2000 (BUSINESS WIRE).
http://www.siliconinvestor.com/stocktalk/msg.gsp?msgid=12764556
(COMTEX) B: Winners Internet Network, Inc. Acquires Significant Inter
B: Winners Internet Network, Inc. Acquires Significant Interest of Supranet,
Europe
ST. AUGUSTINE, Fla., Feb 3, 2000 (BUSINESS WIRE) -- David C. Skinner,
Jr., President and CEO of Winners Internet Network, Inc. (WINR),
www.winr.net, announces the acquisition of 19% of SupraNet AG stock,
www.supra.net.
SupraNet AG is one of the few profitable Internet Service Providers
(ISP) in Europe and has been in business since 1995. Since its
inception SupraNet AG had experienced average annual growth of over 80%
and expects the same continued growth pattern in the future.
"The acquisition of SupraNet AG lays the strongest foundation possible
for Winners Internet Network and SupraNet AG for its worldwide
expansion in e-commerce," David Skinner, Jr. stated. "We expect our
ownership to significantly increase our annual revenues and to provide
unlimited growth potential to Winners Internet Network," Skinner
continued.
Ronald Oehri, CEO and President of SupraNet AG, stated: "Winners
Internet Network has completed the equation for SupraNet AG to achieve
its global presence in e-commerce. I personally believe that
Liechtenstein offers the largest growth opportunity in the world for
e-commerce because of its centralized location in Europe and its
membership in the European Union. European e-commerce has been in its
early stages and is set for explosive growth."
Winners Internet Network and SupraNet AG share its European
headquarters in the Cyber-Villa, located in Ruggell, Liechtenstein.
This location and this union will allow all merchants the opportunity
to physically locate their servers for e-commerce in Liechtenstein
achieving the most expeditious, secure, safe, and confidential
processing of their financial transactions in the world.
Services rendered by SupraNet AG include:
- Dial-Up Internet Access (serving private and business
customers)
- Leased Lines (e.g. serving major banking customers)
- DSL Connections
- Hosting and Venue (virtual and or physical servers)
- Email
Information contained in this news release other than historical
information should be considered forward-looking and is subject to
various risk factors and uncertainties. For instance, the strategies
and operations of Winners Internet Network, Inc. involve risks of
competition, changing market conditions, changes in laws and
regulations affecting these industries and numerous other factors
discussed in this release. Accordingly, actual results may differ
materially from those in any forward-looking statements.
Copyright (C) 2000 Business Wire. All rights reserved.
Distributed via COMTEX.
-0-
WEB PAGE: http://www.businesswire.com
GEOGRAPHY: FLORIDA INTERNATIONAL EUROPE
Today's News On The Net - Business Wire's full file on the Internet
with Hyperlinks to your home page.
*** end of story ***
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