U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 10, 2001
COMMISSION FILE NUMBER: 333-56604
Mc Smoothie's, Inc.
----------------------------------------------------
(Exact name of registrant as specified in its charter)
California 91-2090516
- -------------------------------------- -------------------------
(State or jurisdiction of incorporation (I.R.S. Employer I.D. No.)
or organization
79811 "A" Country Club Drive
Bermuda Dunes, California 92201
(Address of principal executive offices) (Zip Code)
- -------------------------------------- ----------------
Registrant's telephone number: (800) 929-6147
827 State Street, Suite 14, Santa Barbara, CA 93101
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(Former name or former address, if changed since last report)
Item 1. Changes in Control of Registrant
This Form 8-K/A is an amendment to the Form 8-K filed on May 15, 2002, relating
to Mc Smoothie's acquiring Ameri-Dream as a wholly owned subsidiary pursuant to
a Share Exchange Agreement dated May 10, 2002. The purpose of this amendment is
to correct typographical errors on the first page of the 8K relating to the
date of the earliest event reported event and also in the first paragraph of
Exhibit 1, the Share Exchange Agreement, specifically, the date the said
agreement was entered into.
On or about May 10, 2002, Mc Smoothie's, Inc. entered into a share exchange
agreement with Ameri-Dream Entertainment, Inc., a Nevada corporation, which
resulted in a change of control, as set forth in more detail in Item 5.
Item 2. Acquisition or Disposition of Assets
The acquisition of 100% of Ameri-Dream's common stock resulted in the Mc
Smoothie's acquiring Ameri-Dream as a wholly owned subsidiary. Ameri-Dream
owns the rights to the development of certain motion pictures, as set forth in
more detail in Item 5.
Business-in General
The Company is in the business of producing and distributing major motion
pictures and series television programs. The company's major current planned
production is titled "Dorf: U.S.M.C.". Tim Conway has contracted to star in his
ongoing role as "Dorf" in this full length motion picture. Mr. Conway is a
well known actor and comedian whose "Dorf Home Videos" series has achieved
first place recognition throughout the world in establishing the "Dorf"
character. "Dorf on Golf," the first Dorf video, was Number 1 in Video rentals
and sales for 101 weeks as reported by "Box Office" magazine and pioneered a
new venue for comedy production. Mr. Conway is the winner of 5 Emmy Awards for
excellence in television. He has appeared in the films "The World's Greatest
Athlete", "Dear God", "Speed II"and in films produced by Lang Elliott, as
follows: "The Billion Dollar Hobo", "The Prize Fighter", "The Private Eyes",
and "They Went That-A-Way and That-A-Way". His television series have included
"McHale's Navy","The Carol Burnett Show", "The Tin Conway Show" and the "Dorf"
home videos. An actor, writer and producer, Mr. Conway received a star on
Hollywood's "Walk of Fame" in 1989.
The company is also developing a reality based television series with the
working title "Pursuit", which will capture the large viewing audience
currently involved with this popular series format. The company also already
owns significant film assets and completed screenplays.
We are a development stage company whose plan of operations is to produce and
distribute high quality, low budget motion pictures and series television
programs on an ongoing basis.
Forward Looking Statements
This report contains forward-looking statements. Mc Smoothie's, Inc.'s
expectation of results and other forward-looking statements contained in this
registration statement involve a number of risks and uncertainties. Among the
factors that could cause actual results to differ materially from those
expected are the following: business conditions and general economic
conditions; competitive factors, such as pricing and marketing efforts; and the
pace and success of product research and development. These and other factors
may cause expectations to differ.
Projects in Production
Dorf: USMC
Dorf: USMC is a comedy starring Tim Conway. The plot revolves around the
character, Dorf. A maniacal dictator has captured a band of Navy Seals. Dorf,
through a series of errors, has found himself shanghied and in a Marine Corps.
Boot camp. Dorf's drill sergeant, Sgt. Fulton, is a tall, screaming sergeant
who has no patience for Dorf, who has no intention of changing his daily habits
to adapt to Marine Corps. life. The fun intensifies when Dorf's unit attempts
to rescue the Navy Seals.
The producers and directors of Dorf: USMC, consist entirely of our management.
The screenplay was written by Hugh Kelley and Lang Elliot. Tim Conway will
star as "Dorf," and Lang Elliot will produce and direct. Michael Weatherwax
will write and compose the film's musical score. Reb Brown will be cast as one
of the co-starring characters. All other casting considerations will be made
concurrently with the financing of the motion picture, which we intend to
accomplish by private placements of our common stock.
Estimated budget for "Dorf USMC"
Development Fee $ 100,000.00
Story & Rights 275,000.00
Producer's Unit 325,000.00
Director's Unit 300,000.00
Cast/Stunts 650,000.00
ABOVE THE LINE TOTAL: $ 1,650,000.00
---------------
Production Staff 230,000.00
Extra Talent 125,000.00
Set Design 64,000.00
Set Construction 8,000.00
Set Striking 5,000.00
Set Operations 250,000.00
Special Effects 100,000.00
Set Dressing 90,000.00
Props 78,000.00
Wardrobe 75,000.00
Action Props 60,000.00
Make-Up & Hairdressing 30,000.00
Lighting 100,000.00
Camera 225,000.00
Production Sound 65,000.00
Transportation 375,000.00
Location 200,000.00
Production Film & Lab 175,000.00
Tests 500.00
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SUB-TOTAL: 2,255,500.00
Editorial & Projection 125,000.00
Post Production Film/Lab 40,000.00
Post-Production Sound 95,000.00
Music 100,000.00
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SUB-TOTAL: 360,000.00
Publicity 25,000.00
General Expenses 93,903.00
Insurance 84,910.00
Completion Bond (2 1/2%) 106,137.00
Contingency (10%) 424,550.00
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SUB-TOTAL: 734,500.00
BELOW THE LINE TOTAL: 3,350,000.00
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GRAND TOTAL: $ 5,000,000.00
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Competition
We compete with other television production companies which have greater
financial resources and experience than us. We compete with major production
companies, and competition for access to a limited supply of facilities and
talented creative personnel to produce programs is often based on relationships
and pricing. Our programs compete for time slots, ratings, distribution
channels and financing, and related advertising revenues with other programming
products. Our competitors include motion picture studios, television networks,
and independent television production companies, which have become increasingly
active in television programming. Our competitors include other, larger
entities, which have substantially greater financial and other resources than
us, and certain television syndicators, production companies, and networks. In
addition, there is a strong trend toward vertical integration in the business,
with more networks owning productions, making it more difficult for smaller,
independent companies such as us to obtain favorable production financing and
distribution terms.
Employees
We currently have four employees, all of whom are management.
Properties
Our headquarters is located at 79811 "A" Country Club Drive, Bermuda Dunes,
California 92201, which we occupy pursuant to an oral agreement with Desert
Corporate Services, Inc., which management believes is adequate for our needs.
Patents
We current have no patents or trademarks. We have a pending trademark
application for the mark, "Mc Smoothie's," which we have abandoned due to an
informal cease and desist request by Mac Donalds. We own the copyright to the
screenplay, Dorf: USMC. We own the domain names, www.mcsmoothies.com,
www.mcsmoothies.net and www.mcsmoothies.org.
Government Regulation
Governmental regulations have little or no impact on McSmoothie's, Inc.'s
business at the present time.
Legal Proceedings
None
MANAGEMENT
Executive Officers, Key Employees and Directors
The members of the Board of Directors of Mc Smoothie's, Inc. serve until the
next annual meeting of stockholders, or until their successors have been
elected. The officers serve at the pleasure of the Board of Directors.
The current executive officers, key employees and directors of Mc Smoothie's,
Inc. are:
Name Age Position
- ---------------- ----- ----------------------------
Lang Elliott President, Chairman, CEO and
Director
Hugh Kelley Executive Vice-President and
Director
Reb Brown Chief Operating Officer and
Director
Michael Wetherwax Vice-President and Director
Lang Elliott. Mr. Elliott is President, Chairman and Chief Executive Officer of
the Company. He is a member of the Directors Guild of America, received Academy
Award nominations for "Soldier of Orange" and "The Magic of Lassie" starring
James Stewart and Mickey Rooney. Mr. Elliott formed Tristar Pictures Inc.,
which he later sold. He co-founded Longshot Enterprises with actor/comedian Tim
Conway. Company credits include "Dorf On Golf" and the "Dorf" home video
series. Mr. Elliott is a regular speaker for film organizations including Women
In Films, UCLA Extension Programs and the American Film Institute. He produced
many features including "The Billion Dollar Hobo", "The Prize Fighter" starring
Tim Conway and Don Knotts, and "The Longshot" with Executive Producer Mike
Nichols. He also produced and directed "The Private Eyes" starring Tim Conway
and Don Knotts, and "Cage" starring Lou Ferrigno (1996, Cage received 3
nominations from the Media Access Awards including Best Picture). Mr. Elliott
recently created a unique Financing & Collateral Program, which is Government
Guaranteed, for motion pictures and other non-entertainment related
investments. Additionally, he has new upcoming programs which include
Privatized Social Security, Health Care, Retirement and Education.
Hugh Kelley. Mr. Kelley is Executive Vice-President of the Company. He is an
accomplished screenplay writer with a number of fresh new screenplays. Mr.
Kelley has received a "Poets and Writers" award and was also a 1996 nominee in
the Outstanding contribution category of the Media Access Awards. He wrote
three cable television programs for six years at a rate of five shows per week.
Mr. Kelley authored a $50 million family film adventure entitled "Warriors of
Virtue", distributed by MGM. In addition to television and cable, Mr. Kelley
has also authored 6 books for children and several Martial Arts books. His work
is outstanding and he is an extremely important asset to the company.
Reb Brown. Mr. Brown is Chief Operating Officer of the Company. He is a
graduate of the University of Southern California (USC), has starred in over 27
feature films with celebrities including Gene Hackman, George C. Scott, John
Lithgow and James Coburn. His film credits include "Uncommon Valor", "Cage",
"Big Wednesday" and "Flight of the Intruder". Mr. Brown started his own
production company, Sea Island Productions, and was nominated for "Best Actor"
at the Australian Academy Awards for "Death of a Soldier". He has over 20 years
of film making experience.
Michael Wetherwax. Mr. Wetherwax is Vice-President of the Company. He has
composed, directed and performed musical scores for a number of productions
including Lang Elliott's films and was composer on CBS TV's "Twilight Zone",
"Lassie", "Midnight" with Lynn Redgrave and "Tides of War". He also worked for
Oliver Stone on "Talk Radio", Graham Nash for "Lifesighs" and was a "Golden
Reel Winner" for "Tales from the Crypt". Mr. Wetherwax has studied with Hugh
Montenegro, Quincy Jones, Earle Hagen and Frederick Fennell. In his early years
he arranged for Henry Mancini and performed on the television series "Fame",
"Knight Rider" and "Airwolf" as well as with the band "Toto". He also holds a
degree in Computer Science.
Item 3. Bankruptcy or Receivership
Not Applicable
Item 4. Changes in Registrant's Certifying Accountant
Not Applicable
Item 5. Other Events
As a result of the share exchange agreement, Mc Smoothie's, Inc. has modified
its control persons disclosure, as follows:
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT:
The following table sets forth certain information regarding the beneficial
ownership of the shares of Common Stock of Mc Smoothie's, Inc. as of the date
of this disclosure(1), by (I) each person who is known by Mc Smoothie's, Inc.
Imports to be the beneficial owner of more than five percent (5%) of the issued
and outstanding shares of common stock, (ii) each of Mc Smoothie's, Inc.'s
directors and executive officers, and (iii) all directors and executive
officers as a group.
Name and Address Number of Shares Percentage Owned
- ---------------- ---------------- ----------------
Michael Wetherwax 4,500 2.25%
79811 "A" Country Club Dr.
Bermuda Dunes, CA 92201
Lang Elliot 385,500 18.43%
79811 "A" Country Club Dr.
Bermuda Dunes, CA 92201
Garrett Sutton 129,500 6.2%
79811 "A" Country Club Dr.
Bermuda Dunes, CA 92201
Addax Entertainment, Inc. 930,000 44.47%
9627 South Gene Autry Trail
Suite C, Palm Springs, CA 92264
Hugh Kelley 200,000 9%
79811 "A" Country Club Dr.
Bermuda Dunes, CA 92201
Reb Brown 15,000 .7%
79811 "A" Country Club Dr.
Bermuda Dunes, CA 92201
All Officers and Directors
as a Group 1,854,500 88.67%
Item 6. Resignations of Registrant's Directors
Not Applicable
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired.
It is impractical to provide the required financial statements for Mc
Smoothie's, Inc. at this time. The registrant intends to filed such financial
statements as soon as is practical, but not later than 60 days after this
report on Form 8-K is filed with the commission.
(b) Pro forma Financial Information.
It is impractical to provide the required financial statements for Mc
Smoothie's, Inc. at this time. Mc Smoothie's, Inc. will file pro forma
consolidated financial statements for itself and its wholly owned subsidiary
within 60 days after the filing of this
report.
(c) Exhibits.
There are attached hereto the following exhibits:
Exhibit 1. Share Exchange Agreement between Mc Smoothie's, Inc. and
Ameri-Dream Entertainment, Inc., dated May 10, 2002.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated: June 20, 2002
Mc Smoothie's, Inc.
Lang Elliot
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By: Lang Elliot, President
Exhibit 1. Share Exchange Agreement between Mc Smoothie's, Inc. and Ameri-
Dream Entertainment, Inc., dated May 10, 2002.
THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 (THE "1933 ACT"), NOR REGISTERED UNDER ANY
STATE SECURITIES LAW, AND ARE "RESTRICTED SECURITIES" AS THAT TERM IS DEFINED
IN RULE 144 UNDER THE 1933 ACT. THE SECURITIES MAY NOT BE OFFERED FOR SALE,
SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION
UNDER THE 1933 ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE
SATISFACTION OF THE COMPANY.
AGREEMENT FOR THE EXCHANGE OF COMMON STOCK
AGREEMENT made this 10th day of May, 2002, by and between Mc Smoothie's,
Inc., a California corporation, (the "ISSUER"), MODERN HEALTH CARE HOLDINGS,
LTD. ("Transferring Shareholder"), and for the benefit of the individual
shareholders, (the "SHAREHOLDERS"), which SHAREHOLDERS own all the issued and
outstanding shares of Ameri-Dream Entertainment, Inc., a Nevada corporation
("Ameri-Dream").
In consideration of the mutual promises, covenants, and representations
contained herein, and other good and valuable consideration,
THE PARTIES HERETO AGREE AS FOLLOWS:
1. EXCHANGE OF SECURITIES.
i. Subject to the terms and conditions of this Agreement, ISSUER agrees
to issue to SHAREHOLDERS, a total of 2,108,560 shares (the "Treasury shares")
of the common stock of ISSUER, and Transferring Shareholder shall, in exchange
for the sum of $500,000, payable as set forth below, transfer to SHAREHOLDERS,
1,950,000 shares, $0.001 par value (the "Shares"), in exchange for 100% of the
issued and outstanding shares of Ameri-Dream, such that Ameri-Dream shall
become a wholly owned subsidiary of the ISSUER.
ii. The exchange of shares contemplated hereby is intended not to give
rise to any taxable income to Shareholders. The parties agree to take all
necessary steps to assure that no taxable income results from this transaction.
Payment of the $500,000 ("boot") shall be made as follows:
1. Shareholders shall execute a promissory note, payable to
Transferring Shareholder in the sum of $500,000, which note shall be payable in
two installments. The first installment of $200,000 shall be paid on or before
June 30, 2002, and the final balance of $300,000 shall be paid on or before
August 15, 2002.
2. REPRESENTATIONS AND WARRANTIES. ISSUER represents and warrants to
SHAREHOLDERS and Ameri-Dream the following:
i. Organization. ISSUER is a corporation duly organized, validly
existing, and in good standing under the laws of California, which is publicly
held and whose securities are quoted on the over-the-counter bulletin board
under the symbol, "MCSO," and has all necessary corporate powers to own
properties and carry on a business, and is duly qualified to do business and is
in good standing in California. All actions taken by the Incorporators,
directors and shareholders of ISSUER have been valid and in accordance with the
laws of the State of California. ISSUER is current in its reporting obligations
to the Securities and Exchange Commission.
ii. Capital. The authorized capital stock of ISSUER consists of
100,000,000 shares of common stock, $0.001 par value, of which 2,091,440 are
issued and outstanding. All outstanding shares are fully paid and
nonassessable, free of liens, encumbrances, options, restrictions (with the
exception of Rule 144 requirements) and legal or equitable rights of others not
a party to this Agreement. Following this closing, there shall be a total of
4,200,000 shares of common stock of ISSUER issued and outstanding and there
will be no outstanding subscriptions, options, rights, warrants, convertible
securities, or other agreements or commitments obligating ISSUER to issue or to
transfer from treasury any additional shares of its capital stock. None of the
outstanding shares of ISSUER are subject to any stock restriction agreements.
All of the shareholders of ISSUER have valid title to such shares and acquired
their shares in a lawful transaction and in accordance with the laws of
California.
iii. Financial Statements. The financial statements of the Company
have been prepared in accordance with generally accepted accounting principles
consistently followed by ISSUER throughout the periods indicated, and fairly
present the financial position of ISSUER as of the date of the balance sheet
and the financial statements, and the results of its operations for the periods
indicated. ISSUER is current in its filings with the Securities and Exchange
Commission.
iv. Absence of Changes. Since the date of the financial statements
filed with the Securities and Exchange Commission, there has not been any
change in the financial condition or operations of ISSUER, except changes in
the ordinary course of business, which changes have not in the aggregate been
materially adverse.
v. Liabilities. ISSUER does not have any debt, liability, or
obligation of any nature, whether accrued, absolute, contingent, or otherwise,
and whether due or to become due, that is not reflected on the ISSUERS'
financial statement. ISSUER is not aware of any pending, threatened or asserted
claims, lawsuits or contingencies involving ISSUER or its common stock. There
is no dispute of any kind between the ISSUER and any third party, and no such
dispute will exist at the closing of this Agreement. At closing, ISSUER will be
free from any and all liabilities, liens, claims and/or commitments.
vi. Ability to Carry Out Obligations. ISSUER has the right, power, and
authority to enter into and perform its obligations under this Agreement. The
execution and delivery of this Agreement by Issuer and the performance by
ISSUER of its obligations hereunder will not cause, constitute, or conflict
with or result in (a) any breach or violation or any of the provisions of or
constitute a default under any license, indenture, mortgage, charter,
instrument, articles of incorporation, bylaw, or other agreement or instrument
to which ISSUER or its shareholders are a party, or by which they may be bound,
nor will any consents or authorizations of any party other than those hereto be
required, (b) an event that would cause ISSUER to be liable to any party, or
(c) an event that would result in the creation or imposition or any lien,
charge or encumbrance on any asset of ISSUER or upon the securities of ISSUER
to be acquired by SHAREHOLDERS.
vii. Full Disclosure. None of the representations and warranties made
by the ISSUER, or in any certificate or memorandum furnished or to be furnished
by the ISSUER, contains or will contain any untrue statement of a material
fact, or omit any material fact the omission of which would be misleading.
viii. Contract and Leases. ISSUER is not currently carrying on any
business and is not a party to any contract, agreement or lease. No person
holds a power of attorney from ISSUER.
ix. Compliance with Laws. ISSUER has complied with, and is not in
violation of any federal, state, or local statute, law, and/or regulation
pertaining to ISSUER. ISSUER has complied with all federal and state securities
laws in connection with the issuance, sale and distribution of its securities.
x. Litigation. ISSUER is not (and has not been) a party to any suit,
action, arbitration, or legal, administrative, or other proceeding, or pending
governmental investigation. To the best knowledge of the ISSUER, there is no
basis for any such action or proceeding and no such action or proceeding is
threatened against ISSUER and ISSUER is not subject to or in default with
respect to any order, writ, injunction, or decree of any federal, state, local,
or foreign court, department, agency, or instrumentality.
xi. Conduct of Business. Prior to the closing, ISSUER shall conduct
its business in the normal course, and shall not (1) sell, pledge, or assign
any assets (2) amend its Articles of Incorporation or Bylaws, (3) declare
dividends, redeem or sell stock or other securities, (4) incur any liabilities,
(5) acquire or dispose of any assets, enter into any contract, guarantee
obligations of any third party, or (6) enter into any other transaction.
xii. Documents. All minutes, consents or other documents pertaining to
ISSUER to be delivered at closing shall be valid and in accordance with the
laws of California.
xiv. Title. The Treasury Shares to be issued to SHAREHOLDERS will be,
at closing, free and clear of all liens, security interests, pledges, charges,
claims, encumbrances and restrictions of any kind, shall be issued pursuant to
Regulation D, Section 506 and 4(2)of the Act and shall bear a Rule 144 legend.
None of such Shares are or will be subject to any voting trust or agreement. No
person holds or has the right to receive any proxy or similar instrument with
respect to such shares, except as provided in this Agreement, the ISSUER is not
a party to any agreement which offers or grants to any person the right to
purchase or acquire any of the securities to be issued to SHAREHOLDERS. There
is no applicable local, state or federal law, rule, regulation, or decree which
would, as a result of the issuance of the Shares to SHAREHOLDERS, impair,
restrict or delay SHAREHOLDERS' voting rights with respect to the Shares.
xv. ISSUER and Transferring Shareholder hereby agree to indemnify and hold
harmless SHAREHOLDERS and Ameri-Dream from any and all liability which may
arise from the organization and/or operation of ISSUER up to the closing date
of this agreement.
3. SHAREHOLDERS and Ameri-Dream represent and warrant to ISSUER the
following:
i. Organization. Ameri-Dream is a corporation duly organized, validly
existing, and in good standing under the laws of Nevada, has all necessary
corporate powers to own properties and carry on a business, and is duly
qualified to do business and is in good standing in Nevada. All actions taken
by the Incorporators, directors and shareholders of Ameri-Dream have been valid
and in accordance with the laws of Nevada.
ii. Shareholders and Issued Stock. SHAREHOLDERS will deliver 100% of the
capital stock of Ameri-Dream, and enters into this agreement with the full
authority and consent to do so.
iii. General Obligations. Following the closing, ISSUER shall comply
with applicable federal and state securities laws.
iv. Counsel. SHAREHOLDERS and Ameri-Dream represent and warrant that
prior to Closing, that they are represented by independent counsel or have had
the opportunity to retain independent counsel to represent them in this
transaction.
4. INVESTMENT INTENT. SHAREHOLDERS agree that the shares being issued
pursuant to this Agreement may be sold, pledged, assigned, hypothecate or
otherwise transferred, with or without consideration (a "Transfer"), only
pursuant to an effective registration statement under the Act, or pursuant to
an exemption from registration under the Act, the availability of which is to
be established to the satisfaction of ISSUER. SHAREHOLDERS agree, prior to any
transfer, to give written notice to ISSUER expressing his desire to effect the
transfer and describing the proposed transfer.
5. CLOSING. The closing of this transaction shall take place at the
offices of the Issuer's counsel at 827 State Street, Suite 12, Santa Barbara,
California, on or before May 14, 2002.
6. DOCUMENTS TO BE DELIVERED AT CLOSING.
i. By the ISSUER
(1) Board of Directors Minutes authorizing the issuance of a
certificate or certificates for 7,449,000 Shares, registered in the names of
the SHAREHOLDERS equal to their pro-rata Ameri-Dream in Ameri-Dream. All
certificates shall be delivered promptly after closing.
(2) The resignation of all officers of ISSUER.
(3) A Board of Directors resolution appointing such person as
SHAREHOLDERS designate as a director(s) of ISSUER.
(4) The resignation of all the directors of ISSUER, except that
of SHAREHOLDER'S designee, dated subsequent to the resolution described in 3,
above.
(5) Current SEC filings of the ISSUER, which shall include a
current balance sheet and statements of operations, stockholders equity and
cash flows for the twelve (12) month period then ended.
(6) All of the business and corporate records of ISSUER,
including but not limited to correspondence files, bank statements, checkbooks,
savings account books, minutes of shareholder and directors meetings, financial
statements, shareholder listings, stock transfer records, agreements and
contracts.
(7) Such other minutes of ISSUER's shareholders or directors as
may reasonably be required by SHAREHOLDERS.
(8) An Opinion Letter from ISSUER's Attorney attesting to the
validity and condition of the ISSUER.
ii. By SHAREHOLDERS AND Ameri-Dream:
(1) Delivery to the ISSUER, or to its Transfer Agent, the issued
and outstanding stock of Ameri-Dream, with fully executed and medallioned stock
powers and third party releases.
(2) Consents signed by the remaining shareholders consenting to
the terms of this Agreement.
iii. By Transferring Shareholder: Delivery of certificates representing
the 1,950,000 shares of McSmoothies, with fully executed and medallioned stock
powers.
7. MISCELLANEOUS.
i. Captions and Headings. The Article and paragraph headings
throughout this Agreement are for convenience and reference only, and shall in
no way be deemed to define, limit, or add to the meaning of any provision of
this Agreement.
ii. No oral change. This Agreement and any provision hereof, may
not be waived, changed, modified, or discharged orally, but only by an
agreement in writing signed by the party against whom enforcement of any
waiver, change, modification, or discharge is sought.
iii. Non Waiver. Except as otherwise provided herein, no waiver
of any covenant, condition, or provision of this Agreement shall be deemed to
have been made unless expressly in writing and signed by the party against whom
such waiver is charged; and (I) the failure of any party to insist in any one
or more cases upon the performance of any of the provisions, covenants, or
conditions of this Agreement or to exercise any option herein contained shall
not be construed as a waiver or relinquishment for the future of any such
provisions, covenants, or conditions, (ii) the acceptance of performance of
anything required by this Agreement to be performed with knowledge of the
breach or failure of a covenant, condition, or provision hereof shall not be
deemed a waiver of such breach or failure, and (iii) no waiver by any party of
one breach by another party shall be construed as a waiver with respect to any
other or subsequent breach.
iv. Time of Essence. Time is of the essence of this Agreement
and of each and every provision hereof.
v. Entire Agreement. This Agreement contains the entire
Agreement and understanding between the parties hereto, and supersedes all
prior agreements and understandings.
vi. Counterparts. This Agreement may be executed
simultaneously in one or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.
viii. Notices. All notices, requests, demands, and other
communications under this Agreement shall be in writing and shall be deemed to
have been duly given on the date of service if served personally on the party
to whom notice is to be given, or on the third day after mailing if mailed to
the party to whom notice is to be given, by first class mail, registered or
certified, postage prepaid, and properly addressed, and by fax, as follows:
ISSUER: Kenneth G. Eade, Esq.
827 State Street, Suite 12
Santa Barbara, CA 93101
Phone: (805) 560-9828
Fax: (805) 560-3608
Ameri-Dream: Lang Elliot
Ameri-Dream Entertainment, Inc.
79811 "A" Country Club Drive
Bermuda Dunes, CA 92201
Phone:(760) 345-2400
Fax: (760) 345-0980
IN WITNESS WHEREOF, the undersigned has executed this Agreement this 10th
day of May, 2002.
Mc Smoothie's, Inc.
By: ____________________________________
NINA GOTOVA, President
Ameri-Dream Entertainment, Inc.
By: ___________________________________
LANG ELLIOT, President
Transferring Shareholder
MODERN HEALTH CARE HOLDINGS, LTD.
By_________________________________________
KENNETH G. EADE, Attorney in Fact