UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the quarterly period ended March 31, 2000
[ ] Transition report under Section 13 OR 15(d) of the Exchange Act for the
transition period from to
Commission File Number:
Mirador Diversified Services, Inc.
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Name of Registrant as Specified in its Charter)
Nevada 88-0431561
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(State of Incorporation) (I.R.S. Employer Identification No.)
675 Lynnhaven Parkway 2nd Floor, Virginia Beach VA
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of Principal Executive Offices)
(757) 463-3303 fax (914) 412-2564
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Telephone Number, Including Area Code)
TCT Financial Group B, Inc.
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(Former Name)
Mirador Diversified Services, Inc. (1) has filed all reports required by Section
13 or 15(d) of the Securities exchange Act of 1934 during the preceding 12
months has been subject to such filing requirements for the past 90 days.
[X] Yes [ ] No
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPCY PROCEEDINGS DURING
THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 subsequent to the distribution of securities under a plan confirmed
by a court.
[ ] Yes [X] No
APPLICABLE ONLY TO CORPORATE ISSUERS:
Number of shares outstanding of each classes of common stock, as of the latest
practicable date:
COMMON STOCK, $0.001 PAR VALUE PER SHARE: 25,000,000 (AS OF JANUARY 1, 2000).
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Transition Small Business Disclosure Format (check one) :
[ ] Yes [X] No
MIRADOR DIVERSFIED SERVICES, Inc.
QUARTERLY REPORT ON FORM 10-QSB
FOR THE QUARTER ENDED March 31, 2000
TABLE OF CONTENTS
Item
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements. (See attached)
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Overview
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS.
The following describes certain factors which produced changes in the
results of operations of The Mirador Diversified Services, Inc. (the "Company")
during the three months ended March 31, 2000 and as compared with the three and
ended December 31, 1999 as indicated in the Company's Consolidated Financial
Statements. The following should be read in conjunction with the Consolidated
Financial Statements and related notes. Historical results of operations are not
necessarily indicative of results for any future period. All material
inter-company transactions have been eliminated in the results presented in this
Quarterly Report.
Certain matters discussed in this Quarterly Report constitute
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995 (the "Reform Act") and involve risks and
uncertainties. These forward-looking statements relate to, among other things,
expectations of the business environment in which the Company operates,
projections of future performance, perceived opportunities in the market and
statements regarding the Company's mission and vision. The Company's actual
results, performance or achievements may differ significantly from the results,
performance, or achievements expressed or implied in these forward-looking
statements. See "-- Forward-Looking Statements."
1
OVERVIEW
THE COMPANY
The Company was organized to acquire and develop companies with financial
related products and services in various markets throughout the United States.
In late 1999, the Company established a new strategic objective of refocusing
the Company's mission to pursue new complimentary Internet-related and
e-commerce opportunities in the mortgage banking markets. In The first quarter
of 2000, the Company actively implemented its new mission by purchasing a
company whose business thrust is in line with the new strategy. See "The
Company's Business Case for New Electronic Commerce and Internet Business
Directions."
On February 10, 2000, the Company executed an agreement to acquire all
outstanding common stock of Mirador Diversified Services, Inc., ("Mirador"), a
privately held provider of Internet-based information and electronic commerce
services servicing the Mortgage Banking market. The acquisition was finalized on
March 15, 2000 and is consistent with the Company's new business objectives of
pursuing Internet-based, business-to-business e-commerce opportunities. The
Company is now operating MIRADOR as a wholly-owned subsidiary and plans to
significantly expand MIRADOR's operations to offer new enhanced information
services in the financial market, targeting existing and new corporate clients,
property management groups, real estate agencies and worldwide strategic
partners.
Upon closing the Mirador acquisition, the Company established itself as a
provider of Internet-based, electronic commerce services in a rapidly growing
market for financial information services, serving an expanding base of
households offering financial services via both E-commerce and conventional
delivery methods.
MIRADOR'S principal service integrates a user-friendly, Internet-based interface
with a sophisticated data-warehousing system to deliver automated solutions for
the financial services market typically involving hundreds or, in some cases,
thousands of properties and activities worldwide. By automating the users search
process, and also providing user-friendly Internet access to a sophisticated
data warehousing system, MIRADOR can provide dramatic cost savings to users,
typically 25% or more compared to costs for manual processes. The
Internet-based, electronic commerce and operational platforms developed to
support MIRADOR can be used to address similar needs in other vertical markets.
Since closing the MIRADOR transaction on March 15, 2000, the Company has
provided new funding and achieved more than 5% percent growth of its corporate
loan closings.
2
THE MIRADOR DIVERSFIED SERVICES, INC.
Quarterly Report on Form 10-QSB
For the Quarter Ended March 31, 2000
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The growth of loan clients attests to the Company's increasing market visibility
and acceptance within the global mortgage banking community. The Company's
Internet-based, e-commerce services are now being used by more than 35,000 hits
per month producing an average of 700 mortgage loan applications per month.
Additionally individual users of our mortgage loan service by homebuilders and
real estate agencies are on the rise due to the expanded product line and the
inclusion of E-commerce delivery methods. While there are no assurances such
growth can be sustained or the Company will have sufficient funding to meet
future needs, management believes the Company's growth and performance to date
is consistent with the Company's objective of attaining a leadership position in
the market for Internet-based, mortgage loan applications and expanding into
other e-commerce services.
The integration of operations was consistent with the Company's planned strategy
of refocusing its business objectives to pursue new e-commerce and
Internet-based business opportunities to create significant shareholder value.
The Company's principal executive offices are located at 675 Lynnhaven
Parkway 2nd Floor, Virginia Beach Virginia, 23452 and its telephone number is
(757) 463-3303.
THE COMPANY'S BUSINESS CASE FOR NEW ELECTRONIC COMMERCE AND INTERNET BUSINESS
DIRECTIONS
Since inception, the Company has primarily pursued opportunities in the
conventional financial services market. Recognizing the explosive growth of the
Internet, and the long-term prospects for integrating Internet-based services
with conventional delivery methods, in late 1999 the Company established a new
business objective to pursue new opportunities on the Internet To User, ("I2U"),
electronic commerce markets in conjunction with its consumer-based operations.
In 1998, the consumer segment of electronic commerce consumer retailing revenues
totaled $7.8 billion, with business-to-business e-commerce service revenues
estimated at $43 billion, according to a recent study by Forrester Research, a
leading information industry-consulting firm. By the year 2003, I2U e-commerce
is expected to increase to $1.3 trillion, representing about 9% of all projected
US trade in the year 2003. The recently closed acquisition of MIRADOR; the
Company's initial step in entering the market for e-commerce, Internet-based
electronic commerce services which management believes is the optimum strategy
to deliver substantial value to the Company's shareholders.
Another key element in the Company's new growth strategy is to focus on
next generation, "pro-active" I2U electronic commerce solutions which employ
e-commerce solutions to address labor-intensive processes, rather than to solely
displace paper-based solutions. Management believes such pro-active e-commerce
solutions, which go well beyond today's basic electronic cataloging, web portals
and web-based ordering services, will change users' business processes, create
significant operating efficiencies and dramatically reduce users' costs. More
importantly, management believes such pro-active e-commerce services will play a
key role in the future market for I2U e-commerce services described above.
MIRADOR represents a pro-active e-commerce service, which in management's view,
is ideally positioned to meet the needs of the financial services market.
Mirador's expanding corporate user base demonstrates strong, growing market
acceptance for the Company's e-commerce services. Since acquiring the new United
Mortgagee subsidiary, the total base of users has increased to more than 700
clients per month as of May 2, 2000, further attesting to the growing acceptance
of the Company's service.
The Company is expanding its management team and plans to secure new
financing to support both expansion of the MIRADOR revenue base, as well as
development of new enhancements and related Internet-based services targeting
the middle-income consumers.
See "Recent Events - Management Additions."
While the outlook for Internet-based, electronic commerce services is
impressive, there can be no assurances that the Company will secure the
additional investment capital needed to succeed in this highly competitive,
rapidly changing and technology driven market, nor are there any assurances that
the Company's initial acquisition of MIRADOR will be successful. Investors
should carefully review the risk factors described in this document and other
documents filed by the Company with the Securities and Exchange Commission. See
"Management Discussion and Analysis of Financial Condition and Results of
Operations - Forward Looking Statements."
3
PRODUCTS AND CUSTOMERS
MIRADOR is the Company's current flagship service provider and is the first
of a family of new Internet-based e-commerce services developed to meet the
needs of the Company's customers and strategic partners. MIRADOR offers an
Internet-based system that automates the process for providing consumers a
financial check up. MIRADOR integrates a user-friendly Internet interface,
sophisticated data-warehousing system and a powerful relational database system
to deliver automated solutions for the referral process to assist its sales
staff in crosses selling its services. MIRADOR is a retail provider of proven
financial products via electronic commerce solutions that automate user
application processes, dramatically reduces costs, eliminates paper-based
communications, improves operations and enhances management control of labor and
capital.
The Company offers or expects to soon offer e-commerce solutions to its
sales staff including:
- On-site credit approval
- Financial Needs Analysis
- Data Management and Mining Companies
- Real Estate-Agencies.
RECENT EVENTS
NONE
ISSUANCE OF SECURITIES
MANAGEMENT ADDITIONS
In April of 2000, the Company appointed Elroy Eugene Gravely, Chief
Executive Officer of the Company. Mr. John Jones, one of the co-founders of
Mirador Diversified Services, Inc., was appointed Acquisitions Officer of the
Company on April 13, 2000.
List all Officers and Directors
JOHN JONES, CEO/PRESIDENT, AGE: 50
Mr. Jones has more than twenty-seven years success as manager, administrator
with several of the country's premiere fortune 500 companies as well as
President and owner of several acquisitions including Mirador Diversified
Services, Inc. As a licensed insurance agent of Jones Financial Services, Mr.
Jones became a Regional Account Manager. For more than five years Mr. Jones
coordinated implementation and servicing of new and existing accounts,
introduced new products as well as product updates; he trained over 250 agents
to utilize computer generated financial needs analysis and all fields of sales
and marketing of Life, Health, Disability, HMO, Home and Auto Insurance
Products. Through the computer generated financial needs analysis, he developed
a system to generate mortgage sales using creative refinancing strategies
involving debt consolidation.
ELROY "GENE" GRAVELY, CHAIRMAN, AGE: 55
Co-Founder of California Finance Express, with 27 years mortgage and marketing
experience. Former Western Vice President for Empire of America retail division.
Second Vice President of Gill Mortgage Los Angeles Division. Responsible for
development and implementation of marketing and origination strategies in
specialized areas as FHA/VA Fannie Mae and HUD.
Located: Virginia Beach, VA
Linda Raynell, CORPORATE SECRETARY AND VICE PRESIDENT, AGE: 51
With over twenty years managing corporate recruitment with a major fortune 500
company Ms. Raynell has placed top corporate executives throughout the world.
Ms. Raynell's experience includes extensive interface with foreign consulates
involving visas, immigration and relocation of management and their families. As
manager of over 500 employees Ms. Raynell implemented and obtained the
corporation's ISO 9002 Quality Program for the employment services division. Her
knowledge of corporate building and mass recruiting service infrastructure
brings together MDSI's executive management team .
Located: Virginia Beach, VA
GARY DAUGHTREY, VICE PRESIDENT, AGE: 50
With more than 20 years financial services experience, co-founder has enjoyed
double digit growth since inception of the company. Vice President comes with
extensive experience as a Savings and Loan Workout specialist through locating
and working investors from offshore to hard moneylenders. Rocky Mountain
division is projecting more than $100,000,000 in gross mortgage loan production
over the next twelve months.
Located: Denver, CO
CHARLES JAMES, OUTSIDE DIRECTOR, AGE: 60
Over 30 years of experience in sales, sales management and aDMINISTRATION of
life and health insurance products. Major strengths in problem solving,
communication, motivation, organization, operations, recruiting, and training.
4
Professional employment history:
Direct sales and marketing activities. Supervise a sales force of over 500
employees. Develop marketing plans, sales strategies, and campaigns to achieve
premium income and profit objectives. Manage an annual operating budget of over
$2 million. Recruit, select, and provide management development manpower
development, review procedures, and product development.
Successfully managed company marketing and sales forces through conversion from
debit sales force to ordinary sales force Established a company record for now
sales. Improved productivity reduced stiff and sales expenses.
Located: Los Angeles, CA
DAVID ALEXANDER, VICE PRESIDENT AGE: 33
Summary of Experience, as co-founder of Mirador Diversified Services, Inc. and
Principle Engineer, Mr. Alexander brings to the organization 15 years of
experience in the high tech industry in the development and testing of
communications technology. He is currently involved with a leading developer and
supplier of LIGHT PULSE FIBRE CHANNEL TECHNOLOGY, an ANSI standard
communications interface that delivers unprecedented bandwith, connectivity and
reliability to both I/O and networking applications offering full duplex fiber
channel 1,065 Gb/s transfers with full support for FC services Class 2, 3 and
intermixed, while extending connectivity distances up to 10 kilometers. His
broad knowledge of networking capabilities will bring Mirador to the high
performance levels to communicate and eliminate the bottlenecks that degrade
performance.
Located: Mission Viejo, CA
T.L. BYRD, OUTSIDE DIRECTOR AGE: 39
Summary of Experience, eighteen years of in-depth, diverse experience and proven
ability in the management of services activities in the financial industry.
Fourteen years experience at the management level. Effective in liaison with
secondary marketing, underwriters, legal counsel, consultants, realtors, board
members, investors and government agencies. Multi-disciplined background in the
financial industry with direct experience in personnel administration, training
and organizational goal setting. Education includes management and accounting
training at the American Institute of Banking, and Jones Real Estate College Law
Practice.
Located: Denver, CO
KENT D. STUCKI, COO AGE: 38
As Executive Account Manager at NCR/ATT, Mr. Stucki increased sales 300% through
client development strategic planning. His operations expertise is valuable in
both recruitment, cost assessment and quality control efficiency. As former
owner and president of American Capital Mortgage Group, LLC.
Located: Denver, CO
RESULTS OF OPERATIONS
FIRST QUARTER OF 2000 COMPARED TO FOURTH QUARTER OF 2000
REVENUES
The Company obtained the operations of its Internet-based information and
electronic commerce services servicing the Mortgage Services market in the first
quarter of 2000. E-commerce revenues for the first quarter of 2000 are expected
to increase to $50,000 from $0 in the first quarter of 2000. The Company expects
that revenues from MIRADOR will continue to grow at an accelerated rate on a
long-term basis.
COST OF GOODS SOLD
Total cost of money for the first quarter of 2000 increased primarily due
to the Company's growing use of warehouse borrowing to fuel its loan volume.
GROSS PROFIT/MARGIN
The gross profit margin for the first quarter of 2000 will increase in the
future as the company's strategic partners initiate volume discount pricing to
the Company for warehouse borrowing. The Company does not expect the variable
portion of cost of loans sold to increase for 2000 due to the fact that costs
are decreasing as we gain experience in the e-commerce marketplace.
5
OPERATING EXPENSES
Selling, general and administrative expenses increased in the first quarter
of 2000 from $0 in the fourth quarter of 1999 due to establishing a corporate
structure for the holding company. The increase in selling, general and
administrative expenses was due to the hiring and development of an experienced
management and operations team. Wages and associated taxes increased in the
first quarter of 2000 from $0 in the fourth quarter of 1999 those developing a
corporate administrative staff. An increase in expenses related to consultants
required while the Company was building its internal capabilities rose in the
first quarter of 2000 from $0 in the fourth quarter of 1999. The Company expects
to reduce its expenditures for external consultants in the future. Legal and
professional fees increased in the first quarter of 2000 from $0 in the fourth
quarter of 1999 the company's unusual high number of corporate strategic
acquisitions. There are no comparisons for past performance due to the recent
formation of the existing business.
Operating expenses increased in the first quarter of 2000 from $0 in the
fourth quarter of 1999. In addition to the increase in selling, general and
administrative expenses discussed above, the increase in operating expenses was
due to amortization of goodwill in association with the MIRADOR purchase.
According to generally accepted accounting principles, the amortization expense
of was recorded in the first quarter of 2000.
OTHER EXPENSES
Interest expense increased in the first quarter of 2000 from $0 in the
fourth quarter of 1999 due to the Company's obligations to lenders as the
Company experienced more rapid growth.
LIQUIDITY AND CAPITAL RESOURCES
** The Company has incurred significant operating and net losses as a result
of the development and operation of its service platform and supporting
networks. The Company does not expect such losses would continue to increase as
the Company focus on the development, construction and expansion of its service
platform and underlying networks and expands its customer base. Cash provided by
operations would be sufficient to fund the regulated growth internally but would
require additional funding for the planned expansion of the product offerings
and resultant client base. The Company is continually reviewing various sources
of additional financing to fund its growth. As of May1, 2000, the Company had
received advances from private investors.
At December 31, 1999, the Company consolidated the operations of six
mortgage brokerages and one mortgage bank. The consolidated companies had cash
and cash equivalents of $14,143,247 from the sale of the Company's e-commerce
services and conventional lending. Net cash used by operating activities were
$11,810,230 for that same period compared to $0 in the last three quarters of
1999.
** Net cash provided by financing activities in the first three quarters of
2000 totaled will be determined at the completion of the first quarter audit.
Cash, which consisted primarily of proceeds from, notes payable to the Company
from private investors as compared to $0 in the last quarter of 1999.
RELATED PARTY TRANSACTIONS
NONE
6
FORWARD-LOOKING STATEMENTS
MARKET OPPORTUNITY -- The market for Mirador is virtually unbounded. While stock
brokers and banks/insurance companies go after the top tier of the market and
home finance companies go after the bottom of the market, no one has
successfully defined a strategy for the bulk of the market -- homeowners making
between $50-$100,000 per year.
The market opportunity as seen through Mirador's strategy is to capture the
financial needs of mid-market homeowners. These homeowners are most often
married with children with both parents working. These homeowners need all of
the elements of financial assistance starting with a financial plan. From the
financial plan the next steps are most often disability and/or life insurance
followed by a savings and investing plan.
This market today is very poorly served and very fragmented. The mid-market
homeowner has to deal with a mortgage company, insurance agent or two, a local
bank, a stock broker, a tax preparation service, a home loan company, etc., etc.
As a result, most of this market does not have even a basic financial plan or
adequate life insurance. And the mid-market homeowner pays too much for
financial products that are not well matched to their needs. For example, whole
life and annuities are very high margin products for insurance agents, but are
not usually good products for the middle-income market.
Mirador intends to rapidly become the dominant provider of financial products
and service to the middle-income market by offering a bundle of offerings
tailored to the needs of this market.
OFFERING OVERVIEW -- Mirador intends to enter the market with its mortgage
products as currently structured and quickly add free financial planning based
on its use of the data gathered in the mortgage application process. The free
financial plan will be the platform for all of the other financial products.
In summary, Mirador has developed a phased approach to market entry and growth
and has identified the key success factors at every step.
KEY PARTNERS -- Mirador will develop a network of key partners in technology,
products and services, and distribution/sales. The first key partner is Info
Well, based in Blue Bell, Pennsylvania.
Info Well has three products:
WWW.INFOWELL.COM provides an automated interface to transmit the broker's
loans to correspondent wholesale lenders for approval, plus order required
vendor services (credit reporting agencies, appraisers, etc.) Wholesaler
lenders and vendors pay transaction fees for broker business.
WWW.E-REFERRAL.NET is the network of marketers that pay user fees for
access to the extremely detailed consumer database. For example, insurance
companies or credit card companies. Each broker "owns" their consumers'
data that resides in secure Info Well "data vaults". Fees paid by the
referred marketers are shared between the originating broker and InfoWell;
WWW.WHEREAREMYPAPERS.COM is the consumer access portal. This allows
consumers, each with their own secure web page, to view loan status and
always have a place to find important papers such as their deed, title
search, credit history, or mortgage information. Consumers will also find
individually tailored offers from e-Referral.net participants. Brokers
provide their customers a unique service and InfoWell will earn "click
through" fees.
7
Mirador has strong development ties to InfoWell and intends on using the
InfoWell products to process loans, to use the customer database for financial
products, and to build a one-to-one relationship with the Mirador customers.
Mirador is in the development stage of an alliance with a national financial
Services Company to cross sell mortgages, insurance and investments (mutual
funds).
Statements that are not historical facts, including statements about the
Company's confidence in its prospects and strategies and its expectations about
expansion into new markets, growth in existing markets, and the Company's
ability to attract new sources of financing, are forward-looking statements that
involve risks and uncertainties. These risks and uncertainties include, but are
not limited to:
- - - THE COMPANY HAS A SHORT OPERATING HISTORY UPON WHICH TO BASE AN INVESTMENT
DECISION. The Company established a new strategic objective of refocusing the
Company's mission to pursue Internet-related and e-commerce opportunities in the
financial services markets in late 1999. As a result, its business plan is
currently in the early stage and, accordingly, the Company has a limited
operating history on which to base an evaluation of its business and prospects.
The Company's prospects must be considered in light of the risks, expenses and
difficulties frequently encountered by companies in their early stage of
development. To address these risks, the Company must, among other things,
attract a number of major corporate clients/customers and strategic alliance
partners, implement and successfully execute its marketing and sales strategy,
and successfully recruit and motivate qualified sales and technical personnel.
There can be no assurance that the Company will be successful in addressing such
risks, and the failure to do so could have a material adverse effect on the
Company. The likelihood of success of the Company must be considered in light of
the problems, expenses, complications and delays frequently encountered in
connection with the development of an early stage business. It is impossible to
predict the degree of success the Company will have in achieving its objectives.
THE COMPANY REQUIRES SIGNIFICANT ADDITIONAL CAPITAL, WHICH IT MAY NOT BE
ABLE TO OBTAIN. As the Company continues to implement its business plan, present
sources of financing will not be adequate to support the Company's increased
cash needs. Furthermore, the Company's entry into new Internet and electronic
commerce business areas will create additional demands for investment capital.
The Company may not be able to obtain future equity or debt financing on
satisfactory terms or at all. If the Company fails to obtain necessary
short-term financing, it will not be able to continue operations. Long-term
liquidity will depend on the Company's ability to obtain long-term financing and
attain profitable operations. The Company's auditors issued an opinion with its
most recent audit of the Company's financial statements raising doubt about the
Company's ability to continue as a going concern if it does not obtain
additional debt or equity financing.
- - - THE COMPANY'S FAILURE TO PROTECT OR MAINTAIN ITS INTELLECTUAL PROPERTY
RIGHTS COULD PLACE IT AT A COMPETITIVE DISADVANTAGE AND RESULT IN LOSS OF
REVENUE AND HIGHER EXPENSES. The Company's performance and ability to compete
are dependent to a significant degree on its proprietary electronic commerce
services. The steps the Company has taken to protect its proprietary
intellectual property rights may not prevent or deter someone else from using or
claiming rights to its intellectual property.
Third party infringement or misappropriation of trade secrets, copyrights,
trademarks or other proprietary information could seriously harm the Company's
business. The Company also cannot assure that it will be able to prevent the
unauthorized disclosure or use of its proprietary knowledge, practices and
procedures if its senior managers or other key personnel leave it. In addition,
although the Company believes that its proprietary rights do not infringe on the
intellectual property rights of others, other parties may claim that it has
violated their intellectual property rights. These claims even if not true,
could result in significant legal and other costs and may distract management.
- - - THE COMPANY'S BUSINESS PROSPECTS DEPEND ON DEMAND FOR AND MARKET ACCEPTANCE
OF THE INTERNET. The Company is currently dependent on the Internet as an access
and transmission medium to provide its services. Although the Company believes
that the acceptability and usability of the Internet will increase over time,
any increase in the rates charged by Internet service providers resulting in a
decreased usage of the Internet or decreased use of the Internet for electronic
commerce transactions, would have a materially adverse effect on the Company's
operating margins. Failure to promote Internet access as the preferred means of
accessing the Company's service could also have a materially adverse effect on
the Company, including the possibility that the Company may need to
significantly curtail or cease its Internet based e-commerce operations or to
develop its own capabilities at a cost in excess of the Company's ability to
fund such undertakings.
- - - IF THE COMPANY'S MARKET DOES NOT GROW AS EXPECTED, ITS REVENUES WILL BE
BELOW ITS EXPECTATIONS AND ITS BUSINESS AND FINANCIAL RESULTS WILL SUFFER.
8
The Company is engaging in a developing business with an unproven market.
Accordingly, it cannot accurately estimate the size of its market or the
potential demand for its services. If its customer base does not expand or if
there is not widespread acceptance of its products and services, its business
and prospects will be harmed. The Company believes that its potential to grow
and increase its market acceptance depends principally on the following factors,
some of which are beyond its control:
(a) The effectiveness of its marketing strategy and efforts;
(b) Its product and service quality;
(c) Its ability to provide timely, effective customer support;
(d) Its distribution and pricing strategies as compared to its
competitors;
(e) Its industry reputation; and
(f) General economic conditions.
- - - ANY FAILURE OF THE COMPANY'S INTERNET AND E-COMMERCE INFRASTRUCTURE COULD
LEAD TO SIGNIFICANT COSTS AND DISRUPTIONS WHICH COULD REDUCE REVENUES AND HARM
BUSINESS AND FINANCIAL RESULTS. The Company's success,
PART II --OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
There are no legal proceedings at this time and Management is not aware of any
pending legal actions.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
On ,April 13, 2000, the Company issued 25,000,000 shares of common stock in
exchange for all of the stock outstanding of MIRADOR, Inc. The Company believes
the issuance to be exempt under Section 4(2) of the Securities Act.
John Jones, acquired on APRIL 13, 2000, 5,000,000 shares pursuant to the terms
and conditions of a merger agreement consummated on April 13, 2000 at the
regular meeting of the shareholders of TCT Financial Group B, Inc. Said shares
represent 20% percent of the voting shares of the Company. The source of the
consideration was equity in Mirador Diversified Services Inc.
Linda Raynell acquired on April 13, 2000, 5,000,000 shares pursuant to the terms
and conditions of a merger agreement consummated on April 13, 2000 at the
regular meeting of the shareholders of TCT Financial Group B, Inc. Said shares
represent 20% percent of the voting shares of the Company. The source of the
consideration was equity in Mirador Diversified Services Inc.
T.L. Byrd, acquired on April 13, 2000, 250,000 shares pursuant to the terms and
conditions of a merger agreement consummated on April 13, 2000 at the regular
meeting of the shareholders of TCT Financial Group B, Inc. Said shares represent
.01% percent of the voting shares of the Company. The source of the
consideration was equity in Mirador Diversified Services Inc.
9
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
No defaults upon senior securities occurred during the first quarter of
2000.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
At the regular meeting of the security holders held in Las Vegas NV on April 13,
2000 the Security Holders approved the merger of TCT Financial Group B, Inc and
Mirador Diversified Services Inc.. The Name of the Company was changed to
reflect the merger.
ITEM 5. OTHER INFORMATION.
On April 26, 2000 Mirador Diversified Services, Inc. (the Company) filed
Articles of Merger with the Nevada Secretary of State changing the name of the
Company from TCT Financial Group B, Inc. to Mirador Diversified Services, Inc.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits being filed with this Quarterly Report:
27 Financial Data Schedule
(b) The Company filed a Report on Form 8-K dated May 15, 2000 on May 15,
2000, relating to the Company's acquisition of MIRADOR DIVERSIFIED
SERVICES, INC.
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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 thereunto duly authorized.
Mirador Diversified Services, Inc.
Date: May 15, 2000 /s/
--------------------------------------------------
By John Edward Jones,
Chief Executive Officer
10
INDEX
ARTICLE I -- SALE AND TRANSFER OF STOCK
1.1 TCT Stock......................................................13
1.2 Purchase Price.................................................13
1.3 Spin-off of Operating Divisions................................13
1.4 TCT Distribution...............................................13
ARTICLE II -- REPRESENTATIONS AND WARRANTIES OF Mirador Diversified Services
2.1 Valid Corporate Existences; Qualification......................14
2.2 Capitalization.................................................14
2.3 Subsidiaries...................................................14
2.4 Consents.......................................................14
2.5 Title to Mirador Diversified Services Stock, etc...............15
2.6 Financial Statements, etc......................................15
2.7 Liabilities....................................................15
2.8 Actions Since Mirador Diversified Services Balance Sheet Date..15
2.9 Adverse Developments...........................................16
2.10 Taxes..........................................................16
2.11 Ownership of Assets; Trademarks, etc...........................16
2.12 Litigation; Compliance with Law................................16
2.13 Real Property..................................................16
2.14 Agreements and Obligations; Performance........................16
2.15 Permits and Licenses...........................................17
2.16 Salary Information.............................................17
2.17 Employee Benefit Plans.........................................17
2.18 No Breach......................................................18
2.19 Brokers........................................................18
2.20 Untrue or Omitted Facts........................................18
ARTICLE III -- REPRESENTATIONS AND WARRANTIES OF TCT
3.1 Valid Corporate Existence; Qualification.......................18
3.2 Capitalization.................................................19
3.3 Subsidiaries...................................................19
3.4 Consents.......................................................19
3.5 Corporate Authority............................................19
3.6 Financial Statements, etc......................................19
3.7 Liabilities... ................................................19
3.8 Actions Since TCT Balance Sheet Date...........................19
3.9 Adverse Developments...........................................20
3.10 Taxes..........................................................20
3.11 Ownership of Assets............................................20
3.12 Litigation; Compliance with Law ...............................20
3.13 Insurance......................................................20
3.14 Permits and Licenses...........................................20
3.15 Real Property..................................................21
3.16 Agreements and Obligations; Performance........................21
3.17 Banking Arrangements...........................................21
3.18 Salary Information.............................................21
3.19 Employment Benefit Plans.......................................21
3.20 No Breach......................................................22
3.21 Brokers........................................................22
3.22 Untrue or Omitted Facts........................................22
11
ARTICLE IV -- PRE-CLOSING COVENANTS
4.1 TCT and Mirador Diversified Services Covenants.................22
ARTICLE V -- CONDITIONS PRECEDENT TO THE OBLIGATION OF TCT TO CLOSE
5.1 Representations and Warranties.................................23
5.2 Covenants......................................................23
5.3 Employee Contracts.............................................23
5.4 No Actions.....................................................23
5.5 Consents; Licenses and Permits.................................23
5.6 Certificate....................................................23
5.7 Additional Documents...........................................24
5.8 Approval of Counsel............................................24
ARTICLE VI -- CONDITIONS PRECEDENT TO THE OBLIGATION OF
Mirador Diversified Services AND THE STOCKHOLDERS TO CLOSE
6.1 Representations and Warranties.................................24
6.2 Covenants......................................................24
6.3 No Actions.....................................................24
6.4 Consents; Licenses and Permits.................................24
6.5 Certificate....................................................24
6.6 Additional Documents...........................................24
6.7 Approval of Counsel............................................24
ARTICLE VII -- CLOSING
7.1 Location.......................................................25
7.2 Items to be delivered by Mirador Diversified Services
and its Stockholders...........................................25
7.3 Items to be delivered by TCT...................................25
7.4 Other Items to be delivered by TCT.............................25
ARTICLE VIII -- SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION
8.1 Survival. .....................................................25
8.2 Indemnification................................................25
8.3 Defense of Claims .............................................25
8.4 Rights Without Prejudice.......................................25
ARTICLE IX -- TERMINATION AND WAIVER
9.1 Termination....................................................26
9.2 Waiver.........................................................26
ARTICLE X -- MISCELLANEOUS PROVISIONS
10.1 Expenses.......................................................26
10.2 Confidential Information.......................................26
10.3 Modification, Termination or Waiver............................26
10.4 Publicity......................................................27
10.5 Notices........................................................27
10.6 Binding Effect and Assignment..................................27
10.7 Entire Agreement...............................................27
10.8 Exhibits.......................................................27
10.9 Governing Law..................................................27
10.10 Counterparts...................................................27
10.11 Section Headings...............................................28
Schedule of Exhibits
12
AGREEMENT AND PLAN OF REORGANIZATION
AGREEMENT AND PLAN OF REORGANIZATION dated March 7, 2000 (The Agreement) by and
among TCT Financial Group B, Inc a Nevada Corporation (TCT) and Mirador
Diversified Services, Inc, a Nevada Corporation ("Mirador"). The TCT
stockholders desire to acquire 100% of the issued and outstanding shares of
capital stock of Mirador Diversified Services, Inc. ("Mirador Diversified
Services") in a tax-free reorganization within the meaning of Section 368
(a)(1)(B) of the Internal Revenue Code of 1986 (the "Reorganization"). Upon
completion of such tax free reorganization Mirador Diversified Services shall,
subject to the terms and conditions of this Agreement and Plan of
Reorganization, effect a change of the domicile reflecting the merger of Mirador
Diversified Services and TCT may effect a name change a further change of the
symbol used to identify the corporation for the purpose of trading the
corporation's securities.
NOW, THEREFORE, in consideration of the mutual benefits to be derived
hereby and the representations, warranties, covenants and agreements herein
contained, and in certain of the schedules attached hereto TCT, Mirador
Diversified Services and the Mirador Diversified Services Stockholders agree as
follows:
ARTICLE I--Sale and Transfer of Stock.
1.1 TCT Stock. Upon the terms and subject to the conditions hereinafter
set forth, at the Closing (as hereinafter defined in Section 7.1), TCT shall
sell, transfer and deliver to Mirador Diversified Services and Mirador
Diversified Services shall acquire all of the shares of Common Stock of TCT
Financial Group B, Inc., (the "TCT Stock"), free and clear of all liens,
pledges, encumbrances, charges and claims thereon, as follows: at Closing Twenty
Five Million TCT shares shall be delivered to the Mirador Diversified Services
Inc, shareholders and certificates for the TCT shares shall be delivered to
Scott N. Alperin Attorney at Law 5th Floor, Pembroke One Building, Virginia
Beach, VA 23462 as Escrow Agent, to be delivered to the Mirador Diversified
Services shareholders upon satisfaction of the conditions precedent to the
closing.. The capitalization of TCT is set forth and described in Schedule 1
hereto. Certificates evidencing the TCT Stock and or other evidence of ownership
where stock certificates have not been formally issued, will be delivered to
Mirador Diversified Services duly endorsed in blank or accompanied by
appropriate stock powers and/or transmittal forms, endorsed in blank. Such
certificates and or other evidence of ownership shall also be accompanied by
evidence satisfactory to Mirador Diversified Services of TCT's payment of any
applicable transfer taxes.
1.2 Purchase Price. Upon the sale, transfer and delivery to Mirador
Diversified Services by TCT of the TCT Stock as set forth in Section 1.1, and in
consideration therefore, Mirador Diversified Services shall deliver to TCT
certificates evidencing an aggregate of Twenty Five Million shares of Common
Stock, par value one tenth of a mil, of Mirador Diversified Services (the
"Mirador Stock") in the names and denominations as set forth on Schedule 2
hereto.
1.3 Shareholder Voting. Upon receipt of written notice that Mirador
Diversified Services wishes to either spin-off or reclaim its securities under
1.3 and until TCT distributes the capital stock of Mirador Diversified Services
as provided in Section 1.3, John Edward Jones shall have the sole and exclusive
right to vote the shares of capital stock issued to the shareholders of the
Mirador Diversified Services.
1.4 Restrictions on Mirador Diversified Services Shareholders. Until the
commitments of Section 1.3(c) are satisfied in full, Mirador Diversified
Services shareholders agree not to sell or otherwise dispose of any of the TCT
Shares.
13
ARTICLE II --Representations and Warranties of Mirador Diversified Services.
Mirador Diversified Services and John Edward Jones as President of Mirador
Diversified Services, make the following representations and warranties to TCT
each of which shall be deemed material. (TCT in executing, delivering and
consummating this Agreement, has relied and will rely upon the correctness and
completeness of each of such representations and warranties):
2.1 Valid Corporate Existences; Qualification. Mirador Diversified
Services is a corporation duly organized, validly existing and in good standing
under the laws of the State of Nevada. Mirador Diversified Services has the
corporate power to carry on its business as now conducted and to own its assets.
Mirador Diversified Services is qualified to conduct business in any other
jurisdiction, there being no jurisdiction in which failure to qualify would have
a material adverse effect on Mirador Diversified Services, and its assets,
properties or business, and there has not been any claim by any other
jurisdiction to the effect that Mirador Diversified Services is required to
qualify or otherwise be authorized to do business as a foreign corporation
therein. A copy of Mirador Diversified Services's Certificate of Incorporation
(certified by the appropriate official of the State of Nevada) and By-laws
(certified by Mirador Diversified Service's Secretary), as amended to date,
which will be delivered to TCT at or prior to the Closing, are true and complete
copies of those documents as now in effect. The minute books of Mirador
Diversified Services contain accurate records of all meetings of its Board of
Directors, and stockholders since its incorporation, and accurately reflect all
transactions referred to therein.
2.2 Capitalization. The authorized capital stock of Mirador Diversified
Services consists of Twenty Fifty Million shares of Common Stock, par value, one
tenth of a mill , of which Twenty Five Million shares are issued and
outstanding. All of such shares of Common Stock are duly authorized and validly
issued and outstanding, fully paid and non-assessable. There are no
subscriptions, options, warrants, rights or calls or other commitments or
agreements to which Mirador Diversified Services is a party or by which it is
bound, calling for the issuance, transfer, sale or other disposition of any
class of securities of Mirador Diversified Services. There are no outstanding
securities of Mirador Diversified Services convertible or exchangeable, actually
or continently, into shares of Common Stock or any other securities of Mirador
Diversified Services.
2.3 Subsidiaries. Mirador Diversified Services has no subsidiaries,
except for United Mortgagee, Inc..
2.4 Consents. There are no consents of governmental and other regulatory
agencies, foreign or domestic, and of other parties required to be received by
or on the part of Mirador Diversified Services, or the Mirador Diversified
Services Stockholders to enable each of such persons to enter into and carry out
this Agreement in all material respects.
14
2.5 Title to Mirador Diversified Services Stock, etc. Mirador Diversified
Services has the power to enter into this Agreement and to carry out its
obligations hereunder. The execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby have been duly authorized
by the Board of Directors of Mirador Diversified Services and no other corporate
proceedings on the part of Mirador Diversified Services are necessary to
authorize the execution and delivery of this Agreement and the consummation of
the transactions contemplated hereby. This Agreement constitutes the valid and
binding obligation of Mirador Diversified Services and the Mirador Diversified
Services Stockholders and is enforceable in accordance with its terms. The
Mirador Diversified Services Stockholders are, and at the Closing will be the
sole record and beneficial owners of the respective shares of Mirador
Diversified Services Stock held by them, free and clear of all liens, charges,
encumbrances and claims. The Mirador Diversified Services Stockholders have, and
at the Closing will have, good and marketable title to their respective shares
of Mirador Diversified Services Stock and subject to pertinent federal and state
rules and regulations, pertaining to the sale of unregistered securities, the
absolute and unqualified right to sell, transfer and deliver the Mirador
Diversified Services Stock to TCT. The delivery of the Mirador Diversified
Services Stock to TCT at the Closing pursuant to the provisions of this
Agreement will transfer valid title thereto, free and clear of all manner of
liens, pledges, encumbrances, charges and claims.
2.6 Financial Statements. Etc. The balance sheet for Mirador Diversified
Services for 12 months ended December, 1999, a copy of which shall delivered to
TCT within 15 days of the date hereof shall fairly present the financial
position of Mirador Diversified Services as of said date.
2.7 Liabilities. As at December 31, 1999 (the Mirador Diversified
Services Balance Sheet Date) and as of the date hereof, Mirador Diversified
Services had no material debts, liabilities or obligations, contingent or
absolute, in excess of $1,000, other than those debts, liabilities and
obligations reflected or reserved against in Mirador Diversified Service's
Balance Sheet at the Mirador Diversified Services Balance Sheet Date, except
those arising in the ordinary and usual course of its business.
2.8 Actions Since Mirador Diversified Services Balance Sheet Date. Except
as otherwise expressly provided or set forth in, or required by, this Agreement,
since the Mirador Diversified Services Balance Sheet Date, Mirador Diversified
Services has not: (i) issued or sold, or agreed to issue or sell any of its
capital stock or options, warrants, rights or calls to purchase such stock, any
securities convertible or exchangeable into such capital stock or other
corporate securities, or effected any subdivision or other re-capitalization
affecting its capital stock; (ii) incurred any material obligation or liability,
absolute or contingent, except those arising in the ordinary and usual course of
its business; (iii) discharged or satisfied any lien or encumbrance, except in
the ordinary and usual course of business, or paid or satisfied any liability,
absolute or contingent, other than liabilities as at the Mirador Diversified
Services Balance Sheet Date and current liabilities incurred since the Mirador
Diversified Services Balance Sheet Date in the ordinary and usual course of
business; (iv) made any wage or salary increases or granted any bonuses other
than wage and salary increases and bonuses granted in accordance with its normal
salary increase and bonus policies; (v) mortgaged, pledged or subjected to any
lien, pledge, charge or other encumbrance any of its properties or assets, or
permitted any of its property or assets to be subjected to any lien or other
encumbrance, except in the ordinary and usual course of business; (vi) sold,
assigned or transferred any of its properties or assets, except in the ordinary
and usual course of business; (vii) entered into any transaction or course of
conduct not in the ordinary and usual course of business; (viii) waived any
rights of substantial value, or canceled, modified or waived any indebtedness
for borrowed money held by it, except in the ordinary and usual course of
business; (ix) declared, paid or set aside any dividends or other distributions
or payments on its capital stock, or redeemed or repurchased, or agreed to
redeem or repurchase, any shares of its capital stock; (x) made any loans or
advances to any person, or assumed, guaranteed, endorsed or otherwise became
responsible for the obligations of any person; or (xi) incurred any indebtedness
for borrowed money (except for endorsement, for collection or deposit of
negotiable instruments received in the ordinary and usual course of business).
15
2.9 Adverse Developments. Since the Mirador Diversified Services Balance
Sheet Date, there have been no material adverse changes in the assets,
properties, operations or financial condition of Mirador Diversified Services,
and no event has occurred which could be reasonably expected to have a
materially adverse effect upon the business of Mirador Diversified Services and
the Mirador Diversified Services Stockholders, after reasonable inquiry, do not
know of any development of a nature that is, or which could be reasonably
expected to have a materially adverse effect upon the respective business of
Mirador Diversified Services or upon any of its assets, properties, operations
or financial condition, including, without limitation, the loss of any licenses
or permits, suppliers, customers or employees, which loss would be of a
materially adverse nature.
2.10 Taxes. All taxes, including without limitation, income property,
sales, use, franchise, capital stock, excise, employees income, withholding,
social security and unemployment taxes imposed by the United States, or any
state, have been paid or Otherwise provided for.
2.11 Ownership of Assets; Trademarks. Etc. Mirador Diversified Services
owns outright, and has good and marketable title to all of its assets,
properties and businesses (including all assets reflected in the Mirador
Diversified Services Balance Sheets, except as the same may have been disposed
of in the ordinary course of business since the Mirador Diversified Services
Balance Sheet Date), free and clear of all liens, mortgages, pledges,
conditional sales agreements, restrictions on transfer or other encumbrances or
changes.
2.12 Litigation; Compliance with Law. There are no actions, suits,
proceedings or governmental investigations relating to Mirador Diversified
Services or its properties, assets or business pending or, to the knowledge of
Mirador Diversified Services and the Mirador Diversified Services Stockholders
after reasonable inquiry, threatened, or any order, injunction, award or decree
outstanding, against Mirador Diversified Services or against or relating to its
properties assets or business; and neither Mirador Diversified Services, nor the
Mirador Diversified Services Stockholders, after reasonable inquiry, knows of
any basis for any such actions, suits or proceedings within the past two (2)
years or any such governmental investigations, orders, injunctions or decrees at
any time in the past. To the best of Mirador Diversified Services's knowledge,
as it relates to compliance with laws, it is not in violation of any law,
regulation, ordinance, order, injunction, decree, award, or other requirement of
any governmental body, court or arbitrator relating to its properties, assets or
business, the violation of which would have a material adverse effect on Mirador
Diversified Services.
2.13 Real Property. Exhibit 2.13 sets forth a copy of Mirador Diversified
Service's lease. Mirador Diversified Services does not own outright the fee
simple title in and to any real property. The lease is now in full force and
effect, and all amounts payable thereunder have been paid. All uses of the
leased real property by Mirador Diversified Services conform, in all material
respects, to all the terms of the lease relating thereto.
2.14 Agreements and Obligations; Performance. Exhibit 2.14 sets forth a
list of agreements Mirador Diversified Services is a party. (The "Listed
Agreements"). Other than the Listed Agreements, Mirador Diversified Services is
not party to, or bound by any: (i) written or oral agreement or other
contractual commitment, understanding or obligation which involved aggregate
payments or receipts in excess of $1,000 (except for open purchase and sales
orders in the ordinary course of business); (ii) contract, arrangement,
commitment or understanding which involves aggregate payments or receipts in
excess of $1,000 that cannot be canceled on thirty (30) days or less notice
without penalty or premium or any continuing obligation or liability (except for
16
open purchase and sales orders in the ordinary course of business); (iii)
contractual obligation or contractual liability of any kind to any of the
Mirador Diversified Services Stockholders; (iv) contract, arrangement,
commitment or understanding with its customers or any officer, employee,
stockholder, director, representative or agent thereof for the repurchase of
products, sharing of fees, the rebating of charges to such customers, bribes,
kickbacks from such customers or other similar arrangements; (v) contract for
the purchase or sale of any materials, products or supplies which contain, or
which commits or will commit it for a fixed term; (vi) contract of employment
with any officer or employee not terminable at will without penalty or premium
or any continuing obligation or liability; (vii) deferred compensation, bonus or
incentive plan or agreement not cancelable at will without penalty or premium or
any continuing obligation or liability; (viii) management or consulting
agreement not terminable at will without penalty or premium or any continuing
obligation or liability; (ix) lease for real or personal property (including
borrowings thereon), license or royalty agreement; (x) union or other collective
bargaining agreement; (xi) agreement, commitment or understanding relating to
indebtedness for borrowed money; (xii) contract which, by its terms, requires
the consent of any party thereto to the consummation of the transactions
contemplated hereby; (xiii) contract containing covenants limiting the freedom
of Mirador Diversified Services to engage or compete in any line or business or
with any person in any geographical area; (xiv) contract or option relating to
the acquisition or sale of any business; (xv) voting trust agreement or similar
stockholders' agreement; (xvi) option for the purchase of any asset, tangible or
intangible; or (xvii) other contract, agreement, commitment or understanding
which materially affects any of its properties, assets or business, whether
directly or indirectly, or which was entered into other than in the ordinary
course of business. A true and correct copy of each of the written Listed
Agreements has been delivered to TCT. Mirador Diversified Services has in all
material respects performed all obligations required to be performed by it to
date under all of the Listed Agreements, is not in default in any material
respect under any of the Listed Agreements and has received no notice of any
default or alleged default thereunder which has not heretofore been cured or
which notice has not heretofore been withdrawn.
2.15 Permits and Licenses. Mirador Diversified Services and the Mirador
Diversified Services Shareholders, to the best of their knowledge, believe that
Mirador Diversified Services has all permits, licenses, orders and approvals of
all federal, state, local and foreign governmental or regulatory bodies required
of it to carry on its business as presently conducted; all such other permits,
licenses, orders, franchises and approvals are in full force and effect, and,
after reasonable inquiry, no suspension or cancellation of any of such other
permits, licenses, etc. is threatened; and Mirador Diversified Services is in
compliance in all material respects with all requirements, standards and
procedures of the federal, state, local and foreign governmental bodies which
have issued such permits, licenses, orders, franchises and approvals.
2.16 Salary Information. Mirador Diversified Services has not paid
salaries or made bonus commitments to any of its present officers or other
employees or agents except as setforth in schedule 2.16.
2.17 Employee Benefit Plans. Mirador Diversified Services does not
maintain or make any employer contributions under any pension" or o o welfare o
o Benefit it plans, as such the Employee Retirement Income Security Act of 1974,
as amended, defines term.
17
2.18 No Breach. Neither the execution and delivery of this Agreement nor
compliance by Mirador Diversified Services and the Mirador Diversified Services
Stockholders with any of the provisions hereof, nor the consummation of the
transactions contemplated hereby, will: (a) violate or conflict with any
provision of the Certificate of Incorporation or By-laws of Mirador Diversified
Services; (b) violate or, alone or with notice or the passage of time, result in
the material breach or termination of, or otherwise give any contracting party
the right to terminate, or declare a default under, the terms of any agreement
or other document or undertaking, oral or written to which Mirador Diversified
Services or any of the Mirador Diversified Services Stockholders is a party or
by which any of them or any of their respective properties or assets may be
bound (except for such violations, conflicts, breaches or defaults as to which
required waivers or consents by other parties have been, or will, prior to the
Closing, be obtained); (c) result in the creation of any lien, security
interest, charge or encumbrance upon any of the properties or assets of Mirador
Diversified Services pursuant to the terms of any such agreement or instrument;
(d) violate any judgment, order, injunction, decree or award against, or binding
upon, Mirador Diversified Services, or upon their respective properties or
assets; or (e) violate any law or regulation of any jurisdiction relating to
Mirador Diversified Services, its securities, assets or properties.
2.19 Brokers. All negotiations relative to this Agreement and the
transactions contemplated hereby have been carried on directly with TCT without
the intervention of any broker, finder, investment banker or other third party.
Mirador Diversified Services has not engaged, consented to, or authorized any
broker, finder, investment banker or other third party to act on its behalf,
directly or indirectly, as a broker or finder in connection with the
transactions contemplated by this Agreement, and Mirador Diversified Services
agrees to indemnify TCT against, and to hold it harmless from any claim for
brokerage or similar commissions or other compensation which may be made against
TCT by any third party in connection with any of the transactions contemplated
hereby which claim is based upon any action by Mirador Diversified Services.
2.20 Untrue or Omitted Facts. No representation, warranty or statement by
Mirador Diversified Services or any of the Mirador Diversified Services
Stockholders in this Agreement contains any untrue statement of a material fact,
or omits or will omit to state a fact necessary in order to make such
representations, warranties or statements not materially misleading. Without
limitation of the foregoing, there is no fact known to Mirador Diversified
Services, after reasonable inquiry, that has had, or which may be reasonably
expected to have, a materially adverse effect on Mirador Diversified Services or
any of its assets, properties, operations or businesses that has not been
disclosed in writing to TCT.
ARTICLE III-- Representations and Warranties of TCT.
TCT makes the following representations and warranties to Mirador
Diversified Services, each of which shall be deemed material (and Mirador
Diversified Services and the Mirador Diversified Services Stockholders, in
executing, delivering and consummating this Agreement, have relied and will rely
upon the correctness and completeness of each of such representations and
warranties):
3.1 Valid Corporate Existences; Qualification. TCT is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Nevada and has the corporate power to carry on its business as now conducted and
to own its assets. TCT is not qualified to conduct business as a foreign
corporation in any jurisdiction, there being no jurisdiction in which failure to
qualify would have a material adverse effect on TCT and its assets, properties
or business, and there has not been any claim by any jurisdiction to the effect
TCT is required to qualify or otherwise be authorized to do business as a
foreign corporation therein. The copies of the Certificate of Incorporation (as
certified by the Secretary of the State of Nevada) and By-laws (as certified by
the Secretary of TCT, as the case may be) of TCT, as amended to date, which will
be delivered to Mirador Diversified Services prior to the Closing, are true and
complete copies of those documents as now in effect.
18
3.2 Capitalization. The capitalization of TCT is fully set forth
described in Schedule 1 hereto including all shares of capital; stock issuable
upon exercise of warrants and other options. At the Closing there shall be no
more than 8,000,000 million shares of TCT common stock outstanding on a fully
diluted basis.
3.3 Acquisition of Subsidiaries. TCT will, upon Closing of each proposed
transaction, own in excess of 70% of the capital stock of each company acquired.
The capitalization of these proposed transactions are fully set forth and
described in Schedule 2 hereto including all shares of capital stock issuable
upon exercise of warrants and other options. Schedule 3 hereto is a list
identifying all record and beneficial owners of capital stock.
3.4 Consents. No consents of governmental and other regulatory agencies,
foreign or domestic, and of other third parties is required to be received by or
on the part of TCT to enable it to enter into and carry out this Agreement in
all material respects.
3.5 Corporate Authority. TCT has the corporate power to enter into this
Agreement and to carry out its obligations hereunder. The execution and delivery
of this Agreement and the consummation of the transactions contemplated hereby
have been duly authorized by the Board of Directors of TCT prior to the Closing.
No other corporate proceedings on the part of TCT are necessary to authorize the
execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby. This Agreement constitutes the valid and
binding obligation of TCT and is enforceable in accordance with its terms.
3.6 Financial Statements, etc. The audited financial statements of TCT
for the year 1999 ended December 31, 1999, copies of which have been delivered
to Mirador Diversified Services, fairly represent in all material respects the
financial position of TCT, including its income, expenses, assets and
liabilities as of said dates and the results of its operations for such periods
and were prepared in conformity with generally accepted accounting principles
consistently applied throughout the periods covered thereby. An independent
certified public accountant, whose report thereon is included therein, has
prepared the reviewed financial statements for the year ended December 31, 1999.
3.7 Liabilities. Except as set forth in Exhibit 3.7, as of December 31,
1999 (the TCT Balance Sheet Date), TCT had no material debts, liabilities or
obligations, contingent or absolute, in excess of $1,000, other than those
debts, liabilities and obligations reflected or reserved against in TCT's
Balance Sheet at the Balance Sheet Date except those arising in the ordinary
course of business.
3.8 Actions since TCT's Balance sheet date. Except as set forth and
reflected in this Agreement, TCT has not: (i) issued or sold, or agreed to issue
or sell any of its capital stock, options, warrants, rights or calls to purchase
such stock, any securities convertible or exchangeable into such capital stock
or other corporate securities, or effected any subdivision or other
re-capitalization affecting its capital stock; (ii) incurred any material
obligation or liability, absolute or contingent, except those arising in the
ordinary and usual course of its business; (iii) discharged or satisfied any
lien or encumbrance, except in the ordinary and usual course of business, or
paid or satisfied any liability, absolute or contingent, other than liabilities
as at the TCT Balance Sheet Date and current liabilities incurred since the TCT
Balance Sheet Date in the ordinary and usual course of business; (iv) made any
wage or salary increases or granted any bonuses other than wage and salary
increases and bonuses granted in accordance with its normal salary increase and
bonus policies; (v) mortgaged, pledged or subjected to any lien, pledge, charge
or other encumbrance any of its properties or assets, or permitted any of its
19
property or assets to be subjected to any lien or other encumbrance, except in
the ordinary and usual course of business; (vi) sold, assigned or transferred
any of its properties or assets, except in the ordinary and usual course of
business; (vii) entered into any transaction or course of conduct not in the
ordinary and usual course of business; (viii) waived any rights of substantial
value, or canceled, modified or waived any indebtedness for borrowed money held
by it, except in the ordinary and usual course of business; (ix) declared, paid
or set aside any dividends or other distributions or payments on its capital
stock, or redeemed or repurchased, or agreed to redeem or repurchase, any shares
of its capital stock; (x) made any loans or advances to any person, or assumed,
guaranteed, endorsed or otherwise became responsible for the obligations of any
person; or (xi) incurred any indebtedness for borrowed money (except for
endorsement, for collection or deposit of negotiable instruments received in the
ordinary and usual course of business).
3.9 Adverse Developments. Since the TCT Balance Sheet Date, there have
been no material adverse changes in the assets, properties, operations or
financial condition of TCT, and no event has occurred other than in the ordinary
and usual course of business which could be reasonably expected to have a
materially adverse effect upon the business of TCT, and TCT, after reasonable
inquiry, knows of no development or threatened development of a nature that is,
or which could be reasonably expected to have a materially adverse effect upon
the business of TCT, or upon any of its assets, properties, operations or
financial condition.
3.10 Taxes. All taxes, including without limitation, income property,
sales, use, franchise, capital stock, excise, employees income, withholding,
social security and unemployment taxes imposed by the United States, or any
state, have been paid or otherwise provided for except, for Federal income tax
returns which have not been filed but with respect to which no taxes will be
due.
3.11 Ownership of Assets. TCT owns outright, and has good and marketable
title to all of its assets and properties reflected in the TCT Balance Sheet set
forth on Exhibit, except as the same may have been disposed of in the ordinary
course of business since the TCT Balance Sheet Date, free and clear of all
liens, mortgages, pledges, conditional sales agreements, restrictions on
transfer or other encumbrances or charges whatsoever. TCT does not own any
patents, copyrights, trademarks, trade names or other similar intangible assets
except as set forth on Exhibit 3.11
3.12 Litigation; Compliance with Law. Except as set forth in Exhibit 3.12
there are no pending or threatened actions, suits, proceedings or governmental
investigations relating to TCT or any of its properties, assets or business or,
to the knowledge of TCT, or any order, injunction, award or decree outstanding,
against TCT or against or relating to any of its properties, assets or business;
and TCT, after reasonable inquiry, knows of no basis for any such action, suits
or proceedings or any such governmental investigations, orders, injunctions or
decrees. To the knowledge of TCT, after reasonable inquiry, TCT is not in
violation of any material law, regulation, ordinance, order, injunction, decree,
award, or other requirement of any governmental body, court or arbitrator
relating to its properties, assets or business.
3.13 Insurance TCT does not maintain any insurance due to the nature of
its business.
3.14 Permits and Licenses. TCT has all material permits, licenses, orders
and approvals of all federal, state, local and foreign governmental or
regulatory bodies required of it to carry on its business as presently
conducted; all such permits, licenses, orders, franchises and approvals are in
full force and effect, and to the knowledge of TCT, after reasonable inquiry, no
suspension or cancellation of any of such permits, licenses, etc., is
threatened; and TCT is in compliance in all material respects with all
requirements, standards and procedures of the federal, state, local and foreign
governmental bodies which have issued such permits, licenses, orders, franchises
and approvals.
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3.15 Real Property. TCT owns no real property.
3.16 Agreements and Obligations; Performance. Exhibit 3.16 sets forth a
list of agreements TCT is a party (the "Listed agreement's). Other than the
Listed Agreements, TCT is not party to or bound by any: (i) written or oral
agreement or other contractual commitment, understanding or obligation which
involved aggregate payments or receipts in excess of $1,000 (except for purchase
and sale orders in the ordinary course of business); (ii) contract, arrangement,
commitment or understanding which involves aggregate payments or receipts in
excess of $1,000 that cannot be canceled on thirty (30) days or less notice
without penalty or premium or any continuing obligation or liability (except for
purchase and sale orders in the ordinary course of business) ; (iii) contractual
obligation or contractual liability of any kind to any of TCT's stockholders;
(iv) contract, arrangement, commitment or understanding with its customers or
any officer, employee, stockholder, director, representative or agent thereof
for the repurchase of products, sharing of fees, the rebating of charges to such
customers, bribes, kickbacks from such customers or other similar arrangements;
(v) contract for the purchase or sale of any materials, products or supplies
which contain, or which commits or will commit it for a fixed term; (vi)
contract of employment with any officer or employee not terminable at will
without penalty or premium or any continuing obligation or liability; (vii)
deferred compensation, bonus or incentive plan or agreement not cancelable at
will without penalty or premium or any continuing obligation or liability;
(viii) management or consulting agreement not terminable at will without penalty
or premium or any continuing obligation or liability; ( ix) lease for real or
personal property (including borrowings thereon), license or royalty agreement;
(x) union or other collective bargaining agreement; (xi) agreement, commitment
or understanding relating to indebtedness for borrowed money; (xii) contract
which, by its terms, requires the consent of any party thereto to the
consummation of the transactions contemplated hereby; (xiii) contract containing
covenants limiting the freedom of TCT to engage or compete in any line or
business or with any person in any geographical area; (xiv) contract or option
relating to the acquisition or sale of any business; (xv) voting trust agreement
or similar stockholders agreement; (xvi) option for the purchase of any asset,
tangible or intangible; or (xvii) other contract, agreement, commitment or
understanding which materially affects any of its properties, assets or
business, whether directly or indirectly, or which was entered into other than
in the ordinary course of business. A true and correct copy of each of the
Listed Agreements has been delivered to Mirador Diversified Services. TCT has in
all material respects performed all obligations required to be performed by it
to date under all agreements to which it is a party and is not in default in any
material respect under any of the Listed Agreements and has received no notice
of any default or alleged default which has not heretofore been cured or which
notice has not heretofore been withdrawn.
3.17 Banking Arrangements. All bank accounts in the name of TCT, as of the
Closing shall terminate set forth in Exhibit 3.17.
3.18 Salary Information. TCT is not party to any employment agreements.
3.19 Employment Benefit Plans. TCT does not maintain or make any employer
contributions under any "pension " or "welfare's benefit plans", as defined by
the respective meanings of Sections 3(2) and 3(1) of the Employee Retirement
Income Security Act of 1974, as amended.
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3.20 No Breach. Neither the execution and delivery of this Agreement nor
compliance by TCT with any of the provisions hereof nor the consummation of the
transactions contemplated hereby, will: (a) violate or conflict with any
provision of the Articles of Incorporation or By-laws of TCT; (b) violate or,
alone or with notice or the passage of time, result in the material breach or
termination of, or otherwise give any contracting party the right to terminate,
or declare a default under, the terms of any agreement or other document or
undertaking, oral or written to which TCT or any of the TCT stockholders is a
party or by which any of them or any of their respective properties or assets
may be bound (except for such violations, conflicts, breaches or defaults as to
which required waivers or consents by other parties have been, or will, prior to
the Closing, be obtained); (c) result in the creation of any lien, security
interest, charge or encumbrance upon any of the properties or assets of TCT
pursuant to the terms of any such agreement or instrument; (d) violate any
judgment, order, injunction, decree or award against, or binding upon, TCT or
upon their respective properties or assets; or (e) violate any law or regulation
of any jurisdiction relating to TCT, its securities, assets or properties.
3.21 Brokers. All negotiations relative to this Agreement and the
transactions contemplated hereby have been carried on directly by TCT with
Mirador Diversified Services and the Mirador Diversified Services Stockholders,
without the intervention of any broker, finder, investment banker or other third
party. TCT and Dennis M. Vigouret have not engaged, consented to, or authorized
any broker, finder, investment banker or other third party to act on its behalf,
directly or indirectly, as a broker or finder in connection with the merger and
the transactions contemplated by this Agreement, and TCT agrees to indemnify and
to hold harmless Mirador Diversified Services and the Mirador Diversified
Services Stockholders from and against any claim for brokerage or similar
commission or other compensation which may be made against Mirador Diversified
Services or the Mirador Diversified Services Stockholders by any third party in
connection with any of the transactions contemplated hereby, which claim is
based upon any action by TCT.
3.22 Untrue or Omitted Facts. To the knowledge of TCT, after reasonable
inquiry, no representation, warranty or statement by TCT in this Agreement
contains any untrue statement of a material fact, or omits or will omit to state
a fact necessary in order to make such representations, warranties or statements
not materially misleading. Without limitation of the foregoing, there is no fact
known to TCT and or Dennis M Vigouret as President of TCT, after reasonable
inquiry, that has had, or which may be reasonably expected to have, a materially
adverse effect on TCT or any of its assets, properties, operations or businesses
and that has not been disclosed in writing to Mirador Diversified Services.
ARTICLE IV--Pre-Closing Covenants
4.1 TCT and Mirador Diversified Services, hereby covenant to each other
that, from and after the date hereof and until the Closing or earlier
termination of this Agreement (the "Pre-Closing Period"):
(a) Access. To afford to the officers, attorneys, accountants and other
authorized representatives of the other free and full access, during regular
business hours and upon reasonable notice, to all of its books, records,
personnel and properties so that each party at its own expense, may have full
opportunity to make such review, examination and investigation may desire of the
others business and affairs. Each party will cause its employees, accountants
and attorneys to cooperate fully with said review, Examination and investigation
and to make full disclosure to the other party of all material facts affecting
its financial condition and business operations.
(b) Conduct of Business. Each party shall conduct its business only in
the ordinary and usual course and make no material change in any of its business
practices and policies without the prior written consent of the other, which
shall not be unreasonably withheld or delayed.
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(c) Liabilities. Neither party shall incur any obligation or liability,
absolute or contingent, except for those incurred in the ordinary and usual
course of its business.
(d) Preservation of Business. Each party will use its best efforts to
preserve its business organization intact, to keep available the services of its
present off officers, employees and consultants and to preserve its good will.
(e) No Breach. Each party will (i) use its best efforts to assure that
all of its representations and warranties contained herein are true in all
material respects as of the Closing as if repeated at and as of such time, and
that no material breach or default shall occur with respect to any of its
covenants, representations or warranties contained herein that has not been
cured by the Closing; (ii) not voluntarily take any action or do anything which
will cause a breach of or default respecting such covenants, representations or
warranties; and (iii) promptly notify the other of any event or fact which
represents or is likely to cause such a breach or default.
(f) Legal Fees and Other Expenses. Each party shall bear their own costs
and expenses if the transaction is abandoned at any time.
ARTICLE V-- Conditions Precedent to the Obligation of TCT to Close
The obligation of TCT to enter into and complete the Closing is subject to
the fulfillment, prior to or on the Closing Date, of each of the following
conditions, any one or more of which may be waived by TCT (except when the
fulfillment of such condition is a requirement of law).
5.1 Representations and Warranties. All representations and warranties of
each of Mirador Diversified Services and each of the Mirador Diversified
Services Stockholders contained in this Agreement and in any written statement
(except financial statements), exhibit, certificate, schedule or other document
delivered pursuant hereto or in connection with the transactions contemplated
hereby shall be true and correct in all material respects as at the Closing
Date, as if made at the Closing and as of the Closing Date.
5.2 Covenants. Mirador Diversified Services, Mirador Diversified Services
Pres., shall have performed and complied in all material respects with all
covenants and agreements required by this Agreement to be performed or complied
with by each of them prior to or at the Closing.
5.3 Employee Contracts. All key employee's existing contracts with
Mirador Diversified Services shall be in full force and effect.
5.4 No Actions. No action, suit, proceeding or investigation shall have
been instituted, and be continuing before a court or before or by a governmental
body or agency, or shall have been threatened and be unresolved, to restrain or
to prevent or to obtain damages in respect of, the carrying out of the
transactions contemplated hereby, or which might materially affect the right of
TCT to own the Mirador Diversified Services Stock or to operate or control the
assets, properties and business of Mirador Diversified Services after the
Closing Date, or which might have a materially adverse effect thereon.
5.5 Consents; Licenses and Permits. Mirador Diversified Services and TCT
shall have each obtained all consents, licenses and permits of third parties
necessary for the performance by each of them of all of their respective
obligations under this Agreement.
5.6 Certificate. TCT shall have received a certificate dated the Closing
Date, signed by the President and Secretary of Mirador Diversified Services as
to the satisfaction of the conditions contained in Sections 5.1, 5.2, and the
conditions contained in Section 5.3 required prior to the Closing.
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5.7 Additional Documents. Mirador Diversified Services and TCT shall have
delivered all such other certificates and documents as TCT or its counsel may
have reasonably requested.
5.8 Approval of Counsel. All actions, proceedings, instruments and
documents required to carry out this Agreement, or incidental thereto, and all
other related legal matters shall have been approved as to the form and
substance by counsel to TCT, which approval shall not be unreasonably withheld
or delayed.
ARTICLE VI--Conditions Precedent to the Obligations of Mirador Diversified
Services and the Stockholders to Close.
The obligation of Mirador Diversified Services, Mirador Diversified
Services Pres., to enter into and complete the Closing is subject to the
fulfillment, prior to or on the Closing Date, of each of the following
conditions, any one or more of which may be waived by Mirador Diversified
Services and the Mirador Diversified Services Stockholders (except when the
fulfillment of such condition is a requirement of law).
6.1 Representations and Warranties. All representations and warranties of
TCT and contained in this Agreement and in any written statement, schedule or
other document delivered pursuant hereto or in connection with the transactions
contemplated hereby shall be true and correct in all material respects as at the
Closing Date, as if made at the Closing and as of the Closing Date.
6.2 Covenants. TCT shall have performed and complied in all material
respects with all covenants and agreements required by this Agreement to be
performed or complied with by each of them prior to or at the Closing.
6.3 No Actions. No action, suit, proceeding, or investigation shall have
been instituted, and be continuing, before a court or by a governmental body or
agency, or have been threatened, and be unresolved, by any governmental body or
agency to restrain or prevent, or obtain damages in respect of, the carrying out
of the transactions contemplated hereby.
6.4 Consents; Licenses and Permits. Mirador Diversified Services, and
TCT, shall have each obtained all consents, licenses and permits of third
parties necessary for the performance by each of them of all of their respective
obligations under this Agreement.
6.5 Certificate. Mirador Diversified Services and the Mirador Diversified
Services Stockholders shall have received a certificate dated the Closing Date,
signed by the President and Secretary of TCT as to the satisfaction of the
conditions contained in Sections 6.1 and 6.2.
6.6 Additional Documents. TCT shall have delivered all such certified
resolutions, certificates and documents with respect to TCT as Mirador
Diversified Services, the Mirador Diversified Services Stockholders or their
counsel may have reasonably requested.
6.7 Approval of Counsel. All actions, proceedings, instruments and
documents required to carry out this Agreement or incidental thereto, and all
other related legal matters, shall have been approved as to form and substance
by counsel to Mirador Diversified Services, which approval shall not be
unreasonably withheld or delayed.
ARTICLE VII--Closing
7.1 Location. The Closing provided for herein shall take place at the
offices of Mirador or other such time and place as may be mutually agreed to by
the parties hereto. Such date is referred to in this Agreement as the "Closing
Date or the o o Closing. o o
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7.2 Items to be Delivered By Mirador Diversified Services and the Mirador
Diversified Services Stockholders. At the Closing, Mirador Diversified Services
will deliver or cause to be delivered to TCT: (a) Certificates representing the
Mirador Diversified Services Stock in accordance with Section 1.1 hereof,
accompanied by all instruments and documents as in the opinion of TCT's counsel
shall be necessary to effect the transfer of and to vest title in and to the
Mirador Diversified Services Stock in TCT, free and clear of all liens, pledges,
encumbrances, charges and claims thereon; (b) The certificates required by
Section 5.5; and (c) Such other certified resolutions, documents and
certificates as are required to be delivered by Mirador Diversified Services and
the Mirador Diversified Services Stockholders pursuant to the provisions of the
Agreement.
7.3 Items to be Delivered By TCT. At the Closing, TCT will deliver or
cause to be delivered to Mirador Diversified Services: (a) Certificates
evidencing the TCT Stock in accordance with Section 1.2 hereof; (b) The
certificate required by Section 6.5; (c) Resignations of TCT's executive
officers and Directors; and (d) Such other certified resolutions, documents and
certificates as are required to be delivered by TCT pursuant to the provisions
of this Agreement.
7.4 Other Items to be Delivered By TCT. At the Closing, TCT will deliver
or cause to be delivered, the Certificates evidencing TCT Stock in accordance
with Section 1.1 hereof.
ARTICLE VIII--Survival of Representations
8.1 Survival. The parties hereto agree that their respective
representations, warranties, covenants and agreements contained in this
Agreement shall survive the Closing for a term of twenty-four (24) months with
the exception of those regarding taxes set forth in Sections 2.10 and 3.10 which
shall survive until the expiration of the respective periods within which such
taxes may be assessed.
8.2 Indemnification. TCT agrees to indemnify and hold harmless Mirador
Diversified Services and each of the Mirador Diversified Services Stockholders
from and against any and all obligations or liabilities, of every kind, nature
and description, fixed or contingent (including, without limitation, counsel
fees and expenses in connection with any action, claim or proceeding relating to
such liabilities) arising out of any transaction or event commencing or
occurring on or prior to the Closing Date, which is not fully disclosed or
provided for in the TCT Balance Sheet, this Agreement or the several exhibits
hereto, including, without limitation, any tax liabilities to the extent not so
reflected or reserved against in the TCT Balance Sheet and for any liability
arising out of Federal and State securities laws.
8.3 Defense of Claims. A party entitled to Indemnification hereunder (an
Indemnified Party) agrees to notify each party required to indemnify hereunder
(an Indemnifying Party) with reasonable promptness of any claim asserted against
it in respect of which any Indemnifying Party may be liable under this
Agreement, which notification shall be accompanied by a written statement
setting forth the basis of such claim and the manner of calculation thereof. An
Indemnifying Party shall have the right to defend any such claim at its or his
own expense and with counsel of its or his choice; provided, however, that such
counsel shall have been approved by the Indemnified Party prior to engagement,
which approval shall not be unreasonably withheld or delayed; and provided
further, that the Indemnified Party may participate in such defense, if it so
chooses, with its own counsel and at its own expense.
8.4 Rights Without Prejudice. The rights of the parties under Article
VIII are without prejudice to any other rights or remedies that it may have by
reason of this Agreement or as otherwise provided by law.
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ARTICLE IX--Termination and Waiver
9.1 Termination. Anything herein or elsewhere to the contrary
notwithstanding, this Agreement may be terminated and the transactions provided
for herein abandoned at any time prior to the Closing Date: (a) By mutual
consent of the Board of Directors of TCT and Mirador Diversified Services; (b)
By TCT if any of the conditions set forth in Article V hereof shall not have
been fulfilled on or prior to June 3, 2000, or shall become incapable of
fulfillment, and shall not have been waived; (c) By Mirador Diversified
Services, Mirador Diversified Services Pres., if any of the conditions set forth
in Article VI hereof shall not have been fulfilled on or prior to June 3, 2000,
or shall have become incapable of fulfillment, and shall not have been waived;
(d) By either party if any legal action or proceeding shall have been instituted
or threatened seeking to restrain, prohibit, invalidate or otherwise affect the
consummation of the transactions contemplated by this Agreement which makes it
inadvisable, in the judgment of the terminating party to consummate same. In the
event that this Agreement is terminated as described above, this Agreement shall
be void and of no force and effect, without any liability or obligation on the
part of any of the parties hereto except for any liability which may arise
pursuant to Section 10.2
9.2 Waiver. Any condition to the performance of Mirador Diversified
Services and TCT, which legally may be waived on or prior to the Closing Date,
may be waived at any time by the party entitled to the benefit thereof by action
taken or authorized by an instrument in writing executed by the relevant party
or parties. The failure of any party at any time or times to require performance
of any provision hereof shall in no manner affect the right of such party as a
later time to enforce the same. No waiver by any party of the breach of any
term, covenant, representation or warranty contained in this Agreement as a
condition to such party's obligations hereunder shall release or affect any
liability resulting from such breach, and no waiver of any nature, whether by
conduct or otherwise, in any one or more instances, shall be deemed to be or
construed as a further or continuing waiver of any such condition or of any
breach of any other term, covenant, representation or warranty of this
Agreement.
ARTICLE X--Miscellaneous Provisions
10.1 Expenses. Each of the parties hereto shall bear his or its own
expenses in connection herewith.
10.2 Confidential Information. Each party agrees that such party and its
representatives will hold in strict confidence all information and documents
received from the other parties and, if the transactions herein contemplated
shall not be consummated, each party will continue to hold such information and
documents in strict confidence and will return to such other parties all such
documents (including the exhibits attached to this Agreement) then in such
receiving party's possession without retaining copies thereof; provided,
however, that each party's obligations under this Section 10.2 to maintain such
confidentiality shall not apply to any information or documents that are in the
public domain at the time furnished by the others or that become in the public
domain thereafter through any means other than as a result of any act of the
receiving party or of its agents, officers, directors or stockholders which
constitutes a breach of this Agreement, or that are required by applicable law
to be disclosed. The parties agree that the remedy at law for any breach of this
Section 10.2 will be inadequate and a non-breaching party will be entitled to
injunctive relief to compel the breaching party to perform or refrain from
action required or prohibited hereunder.
10.3 Modification, Termination or Waiver. This Agreement may be amended,
modified, superseded or terminated, and any of the terms, covenants,
representations, warranties or conditions hereof may be waived, but only by a
written instrument executed by the party waiving compliance. The failure of any
party at any time or times to require performance of any provision hereof shall
in no manner affect the right of such party at a later time to enforce the same.
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10.4 Publicity. The parties agree that no publicity, release or other
public announcement concerning the transactions contemplated by this Agreement
shall be issued by either party without the advance approval of both the form
and substance of the same by the other party and its counsel, which approval, in
the case of any publicity, release or other public announcement required by
applicable law, shall not be unreasonably withheld or delayed.
10.5 Notices. Any notice or other communication required or which may be
given hereunder shall be in writing and either be delivered personally or be
mailed, certified or registered mail, postage prepaid, and shall be deemed given
when so delivered personally, or if mailed, two days after the date of mailing,
as follows:
If to TCT to:
Dennis M. Vigouret
TCT Financial Group B, Inc.
5424 Comchec Way, Unit 105
Las Vegas, NV 891085
And if to Mirador Diversified Services, Inc. at:
John Edward Jones
Mirador Diversified Services, Inc.
675 Lynnhaven Parkway 2nd Floor
Virginia Beach, VA 23452
The parties may change the persons and addresses to which the notices or
other communications are to be sent by giving written notice of any such change
in the manner provided herein for giving notice.
10.6 Binding Effect and Assignment. This Agreement shall be binding upon
and inure to the benefit of the successors and assigns of the parties hereto;
provided, however, that no assignment of any rights or delegation of any
obligations provided for herein may be made by any party without the express
written consent of the other parties.
10.7 Entire Agreement. This Agreement contains the entire agreement
between the parties with respect to the subject matter hereof.
10.8 Exhibits. All schedules and exhibits annexed hereto and the
documents and instruments referred to herein or required to be delivered
simultaneously herewith or at the Closing are expressly made a part of this
Agreement as fully as though completely set forth herein, and all references to
this Agreement herein or in any of such exhibits, documents, or instruments
shall be deemed to refer to and include all such exhibits, documents and
instruments.
10.9 Governing Law. This Agreement shall be governed by, and construed in
accordance with the laws of the State of Nevada applicable to agreements made
and to be performed entirely within that State, excluding the choice of law
rules thereof.
10.10 Counterparts. This Agreement may be executed in counterparts, each
of which shall be deemed to be an original, but which together shall constitute
one and the same instrument.
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10.11 Section Headings. The section headings contained in this Agreement
are inserted for conveniences of reference only and shall not affect the meaning
or interpretation of this Agreement.
10.12 Governmental Approvals. This agreement is subject to approval by the
Securities and Exchange Commission and all such other governmental agencies that
may have jurisdiction over this transaction. The parties agree to modify this
agreement, providing such modification does not affect the business terms of
this agreement, to conform to any such approvals.
WITNESS the execution of this Agreement as of the date first above written.
TCT Financial Group B, Inc.
BY: /s/ ATTEST:_____________________
-------------------------------------------
Dennis M. Vigouret, Chairman
BY: /s/ ATTEST:_____________________
-------------------------------------------
Dawna Blyleven, Corporate Secretary
Mirador Diversified Services, Inc.:
BY: /s/ ATTEST:_____________________
-------------------------------------------
John Edward Jones
Mirador Diversified Services, President
BY: /s/ ATTEST:_____________________
-------------------------------------------
Linda Raynell
Mirador Diversified Services, Secretary
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SCHEDULE OF EXHIBITS
Exhibit
2.1 Mirador Corporate Documents
2.6 1999 Mirador financial Statements
2.13 Mirador Lease
2.14 List of Mirador Agreements
2.16 Salaries/employment
3.7 TCT Liabilities
3.11 TCT intellectual property
3.12 Pending Litigation
3.16 TCT Agreements
3.17 TCT Bank Accounts
Schedule
1 TCT Capitalization
2 Capitalization of Mirador Acquisitions
3 TCT beneficial owners
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