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
