MAJORITY SHAREHOLD CONSENT RESOLUTIONS
FIGHTON SUCCESSION CORPORATION
TO BE KNOWN AS
KEY CARD COMMUNICATIONS, INC.
SEPTEMBER 5, 2001
Each of the undersigned shareholders having specifically entered into a
Waiver of Notice, hereby agree to an informal meeting between them as majority
shareholders to pass and adopt certain shareholder resolutions for the
corporation by Majority Shareholder Consent. Each of the undersigned further
represent that collectively they hold and may vote in excess of fifty percent of
the issued and outstanding shares of Fighton Succession Corporation to be known
as Key Card Communications, Inc.
The specific sharehold interest and percentage of issued and outstanding
shares of each of the undersigned principal shareholders is as set-out below:
Name No. of Shares Percentage of Issued and Outstanding
---- ------------- ------------------------------------
1. B. Stephen May 8,500,000 47.8%
2. Cliff Wildes 600,000 3.3%
3. Michael Rejbeni 800,000 4.4%
4.
5.
TOTAL
The undersigned majority shareholders collectively agree that Fighton is in
immediate need of appointment of directors who in turn should appoint principal
officers to carry on various aspects of the reorganization and business
resulting from the acquisition by Fighton Succession Corporation of its newly
acquired sole operating subsidiary, Key Card Communications, Inc. Specifically,
the undersigned majority shareholders agreed to consider and vote upon the
following proposals:
1 Resolution to change the name of the public entity, Fighton Succession
Corporation, to Key Card Communications, Inc.
2 Resolution electing a slate of nominee directors as approved by the
undersigned majority shareholders and currently holding positions within
Key Card Communications, Inc.
3. Resolution providing standby authority to Board of Directors and approval
of any merger of the acquired operating subsidiary Key Card Communications,
Inc., with a newly formed reorganization corporation in Nevada for the
purpose of consolidating into a single merged entity the operating company
(Key Card Communications, Inc.) with the parent company (Fighton Succession
Corporation) t/b/k/a Key Card Communications, Inc. and concurrently
approving merger with a reorganization entity formed in Nevada for the sole
purpose of transferring the domicile of the reorganized corporation to
Nevada. The undersigned shareholders understand this to be a "three way
merger" for the purposes of consolidating operations and changing domicile,
as generally described above, and may generically refer to such merger
authority in these resolutions as a three way merger.
4. Enter an advisory resolution to the newly appointed Board of Directors to
promptly appoint principal officers for the corporation and to retain
experts as necessary to consider and complete as advisable the three way
merger and to proceed further with filing of required public reporting
documents under the Securities and Exchange Act of 1934 (34' Act) and to
initiate and prepare an SB-2 Registration Statement for existing
outstanding shares, as well as new capital to be raised as subsequently
approved by the Board of Directors.
After general and extensive discussion of each of the foregoing proposals
and based upon advice of retained counsel for Key Card Communications, Inc. and
the discussions with the existing Board of Directors of Key Card Communications,
Inc., the following specific resolutions were adopted by Majority Shareholder
Consent, with each of the undersigned voting affirmatively in favor of each of
the resolutions:
1. RESOLVED - CHANGE OF NAME
Fighton Succession Corporation shall change its name to Key Card
Communications, Inc. with Articles to be filed of record and notice given
as the Board of Directors shall determine necessary or appropriate. The
name change shall occur either as part of a three way merger or
continuation as parent and subsidiary as the Board may subsequently
determine. In all events, if a parent/subsidiary continues then the name of
the operating subsidiary shall likewise be changed to reflect such
relationship.
2. RESOLVED - ELECTION OF DIRECTORS
The undersigned majority shareholders hereby approve and elect the
following as the initial three directors of Fighton Succession Corporation:
1. B. Stephen May
2. Marcia Bates
3. Michael Rejbeni
It is further resolved, as an advisory matter, that the newly
appointed directors should immediately meet and appoint principal officers
to act for and on behalf of the corporation and to carry out, among
day-to-day business matters, the other resolutions adopted herein.
3. RESOLVED - STANDBY MERGER AUTHORITY
The undersigned majority shareholders hereby approve and ratify
standby authority for a three way merger of the company such that the
acquired operating subsidiary, Key Card Communications, Inc., would be
merged into the above named parent company Fighton Succession Corporation
and a third concurrent merger will occur to change its domicile to the
State of Nevada through a newly formed merger vehicle in that jurisdiction
with the resulting single public entity to by known as Key Card
Communications, Inc., a Nevada corporation. The undersigned majority
shareholders further agree and consent that should the newly appointed
Board of Directors approve that the company may exist and operate on an
interim or permeant basis as Key Card Communications, Inc. with the
acquired operating subsidiary, the subsidiary should be known as Key Card
Communications Operating Company, Inc. or some reasonable derivation of
such name.
The undersigned majority shareholders also understand and agree that
the Board of Directors may deem it necessary or advisable to call a
shareholder meeting for approval of any such merger.
4. RESOLVED - ADVISORY MATTERS
The undersigned principal shareholders further enter an advisory
resolution and request the Board of Directors to promptly complete all
security act filings required incident to the recent reorganization of the
company with Key Card Communications, Inc., to complete all 34' Act filings
and to commence work on a SB-2 Registration of presently issued and
outstanding shares as well as additional shares to raise further capital as
the Board of Directors may subsequently determine. The undersigned majority
shareholders further understand and agree that the Board of Directors will
allocate funding for such endeavors and shall retain legal counsel,
auditors and other experts necessary to complete such filings and
registrations.
There being no further business to come before the special shareholders
meeting the meeting was adjourned and the foregoing resolutions were unanimously
approved by the undersigned shareholders.
Done the day and date first above written.
MAJORITY SHAREHOLDERS:
- -------------------------------
B. Stephen May
- -------------------------------
Cliff Wildes
- -------------------------------
Michael Rejbeni