CLOSING AGREEMENT
FOR STOCK EXCHANGE
This Agreement is made and entered on this 31st day of August, 2001 by and
between Fighton Succession Corporation, Inc., a California corporation
("Fighton"), by its closing former majority shareholder BAC Consulting
Corporation, a California corporation ("BAC"); Key Card Communications, Inc., a
Florida corporation ("Key"), and each of the persons, currently owning Key
shares whose signatures are designated and set forth at the end of this
Agreement (collectively referred to herein as the "Key Owners"); and that legal
entity currently owning a majority sharehold interest in Fighton whose signature
is designated and set forth at the end of this Agreement. When all of the
foregoing parties are collectively referenced in this Agreement, they shall
sometimes be designated as the "Parties".
1.0 PRIOR AGREEMENT TO BE CLOSED
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The parties hereto mutually agree and acknowledge that there has been an
earlier agreed upon share exchange between the Key Owners and Fighton
shareholders as evidenced by a letter agreement dated February 22, 2001. This
Agreement is made and entered to memorialize that earlier agreement and to
complete and close that earlier contemplated transaction and to evidence the
actual tender, receipt and sufficiency of the exchange stock and all other terms
and provisions entered by and between the parties; together with other further
specific warranties, representations or undertakings as set-out by this
Agreement. Fighton management resigned as of June 21, 2001 and this writing is
therefore entered by Fighton through its present majority shareholder, which is
exchanging shares by this closing.
2.0 REPRESENTATIONS OF MAJORITY SHAREHOLDER
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BAC as the current majority shareholder of Fighton pending this closing,
makes the following representation for Fighton in the absence of management.
3.0 SPECIFIC CLOSING REPRESENTATIONS OF BAC
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BAC, as described by the preceding paragraph, hereby represents and
warrants as of the date set out above to Key and the Key Owners as follows:
3.1 Key represents that as of the date of this Agreement it has a total
number of common shares outstanding of 16,716,414, on fully diluted basis.
3.2 The prior majority shareholder of Fighton, BAC Consulting
Corporation, has previously committed and does by this closing convey to the
shareholders of Key a total amount of Fighton's common stock equal to
ninety-four percent (94%) of Fighton's issued and outstanding stock.
Accordingly, it is agreed that Fighton shall issue to Key's shareholders a total
of 16,716,414 shares of Fighton's common stock, which shall constitute such 94%
and will be tendered by this closing in exchange for all of the Key shares.
Receipt and sufficiency of which restricted common stock is acknowledged by the
Key Owners subject to distribution pro rata to their Key shareholder interest
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and closing by Fighton pursuant to this Agreement.
3.3 BAC represents and warrants that to the best of their knowledge all
prior reorganizations, mergers, acquisitions, name changes or other forms of
corporate reorganization or recapitalization have been fully consummated and
completed and that the current shareholders, as evidenced in the attached and
incorporated certified shareholder list of August 23, 2001, constitute all of
the parties known to assert any right, title interest or claim to or in the
shares of Fighton, exclusive of the shares being concurrently transferred and
acknowledged to the Key Owners by this Agreement, and subject to the statement
in the attached and incorporated Schedule 3.3.
3.4 BAC represents and warrants to the best of its knowledge that there
are no outstanding debts, obligations or creditors claims owing by or asserted
against Fighton other than those specifically set-out and referenced in the
attached and incorporated Schedule 3.4, or in the last filed 10-KSB report for
the company dated December 31, 2000 and 10-QSB report for the period ending
March 31, 2001; and that there has been no material change in the capitalization
or finacial statements of Fighton since that date.
3.5 BAC represents to the best of its knowledge that there are no
administrative claims, tax claims or liens or litigation in which Fighton is a
defendant or in which it is a respondent in any type of adverse proceeding,
except as set-out in the attached and incorporated Schedule 3.4.
3.6 BAC represents that there are no outstanding warrants, options or
other stock rights existing or outstanding or which will survive the execution
of this closing Agreement, except as to any provided to Key or Key Owners.
3.7 BAC represents and warrants that there are no known tax obligations
or taxes due to be paid by Fighton as of the date of this closing, except as
set-out in Schedule 3.3.
3.8 BAC represents that it has been advised by prior California counsel
to Fighton that the within stock exchange between the Key Owners and Fighton may
be completed and closed under California law upon the approval of 5/6th of the
outstanding shares of Fighton. BAC approved the exchange as a shareholder owning
in excess of 5/6th of the Fighton's common stock. To BAC's knowledge the
consent of all of the shareholders, nor notice to all of Fighton's shareholders,
is not required based upon the 5/6th approval under California law.
3.9 The undersigned BAC acknowledges and represents that Fighton is a
reporting company under the Securities Exchange Act of 1934 pursuant to Section
15(d) of such act and that all required current reports (10-K, 10-Q and 8-K
reports) have been filed of record and were current through March 31, 2001. To
the present best knowledge of the undersigned BAC, the next report due is a
10-QSB report due for the period ending June 30, 2001, which has not been filed
as of this date. BAC notes and the parties stipulate that the controlling
shareholder of Fighton did not file reports of their ownership on any SEC
reports, including forms 3-5.
The foregoing constitutes the complete exchange of shares between the
parties and is done without any other or further representations or warranties
of either the Key Owners or Fighton, expressed or implied, including, but not
limited to, the commercial viability of the Fighton entity or its fitness for
the purposes intended by the Key Owners pursuant to this majority share
acquisition closing. Each president or other executive officer signing on
behalf of any corporate party below represents that his signature has been
authorized by the respective Board of Directors of such corporation either by
specific reference to this Agreement or by general authority extended.
Dated the day and date first above written.
KEY CARD COMMUNICATIONS, INC.
BY: /s/ Michael L. Rejbeni
-----------------------------
MR. MICHAEL L. REJBENI
ITS: PRESIDENT
FIGHTON SUCCESSION CORPORATION
THROUGH
BAC CONSULTING CORPORATION
[FIGHTON MAJORITY SHAREHOLDER]
BY:
-----------------------------
MR. TIM T. CHANG
ITS: PRESIDENT
BY:
-----------------------------
MR. PATRICK R. BOYD
ITS: SECRETARY
KEY CARD SHAREHOLDERS
THE CHICAGO TRUST COMPANY OF CALIFORNIA THE CHICAGO TRUST COMPANY OF CALIFORNIA
CUSTODIAN FBO CLIFFORD WILDES IRA CUSTODIAN FBO WILLIAM R. STRATTON IRA
NO. 00-9400 NO. 00-8189
BY: ________________________ BY: ________________________
TITLE: _____________________ TITLE: _____________________
READ AND APPROVED: READ AND APPROVED:
/s/ CLIFFORD WILDES
- ---------------------------- ----------------------------
CLIFFORD WILDES WILLIAM R. STRATTON
THE CHICAGO TRUST COMPANY OF CALIFORNIA THE CHICAGO TRUST COMPANY OF CALIFORNIA
CUSTODIAN FBO ROBERT W. KENDRICK IRA CUSTODIAN FBO TODD A. ELLSWORTH IRA
NO. 00-4882 NO. 00-2329
BY: ________________________ BY: ________________________
TITLE: _____________________ TITLE: _____________________
READ AND APPROVED: READ AND APPROVED:
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ROBERT W. KENDRICK TODD A. ELLSWORTH
LYNX PRODUCTIONS, INC. MACKENZIE SHEA, INC.
BY: ________________________ BY: ________________________
ITS: PRESIDENT ITS: PRESIDENT
SPYGLASS VENTURES, LLC NEWPONT FIDUCIARIES AND NOMINEES, S.A.
BY: ________________________ BY: ________________________
ITS: MANAGER ITS:
LAKERIDGE INVESTMENTS, INC.
BY: ________________________
ITS: PRESIDENT
/s/ B. STEPHEN MAY
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B. STEPHEN MAY FRANCIS DENNY
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VINCENT MAYOCK CHEUNG YUP FAN
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FRANCIS MURTAGH DAVID EVERSTEN
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ADRIENNE CLEATOR KEN HERBERT
- ---------------------------- ----------------------------
DELHEZ MARCEL MOHAMMED ALYAS
- ---------------------------- ----------------------------
DANIEL EZELLE RALPH STONEBRAKER
- ---------------------------- ----------------------------
FRED STARLING MICHAEL EIDI
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C. G. STONE PAT O' DONOHUE
- ---------------------------- ----------------------------
NIGEL GRAY BARSRA SAFWINDER
- ---------------------------- ----------------------------
LOUISE FITZPATRICK ALAN CRAIGIE
/s/ MICHAEL REJBEN
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LLOYD SLATER MICHAEL REJBEN
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TOM HINKLE LOIS HINKLE
SCHEDULE 3.3
Prior to the resignation of Patrick R. Boyd and Tim T. Chang, Fighton
Succession Corporation had engaged a transfer agent, Transfer Online, however,
Fighton never received a definitive current shareholder list evidencing the
100,000 shares of Fighton common stock that was as issued to the shareholders of
Latin American Subcarrier Services Group, Inc.
SCHEDULE 3.4
As of the time of the resignation of Patrick R. Boyd and Tim T. Chang,
Fighton had not filed its State of California or tax returns for the period
ended December 31, 2000 and had certain bills outstanding to its accountants,
Weinberg & Co., that were less than $3,000. The federal tax returns were filed
late, but the Company had no revenues of any kind since inception. The State of
California has a minimum $800 annual tax, plus penalties for the year 2000.