UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES ACT OF 1934
Date of Report (Date of earliest event reported): August 19, 2002
CYOP SYSTEMS INTERNATIONAL INCORPORATED
(Formerly Triple 8 Development Corporation)
(Exact name of registrant as specified in its charter)
Nevada
(State of Incorporation)
000-32355
(Commission File Number)
98-0222927
(I.R.S. Employer Identification Number)
Suite 406
1040 Hamilton Street
Vancouver, British Columbia
V6B 2R9
(Address of principal executive offices, including zip code)
(604) 688-8864
(Registrant's telephone Number, including area code)
INFORMATION TO BE INCLUDED IN THE REPORT
Item 2. Acquisition or Disposition of Assets.
By resolution dated April 1, 2002, the Registrant's board of directors (Vendors)
disposed of the Canadian subsidiary, Moshpit Entertainment Inc., owned by the
registrants wholly owned subsidiary CYOP Systems Inc., to the (purchaser) Steve
White, sole director of Moshpit Entertainment Inc., for one hundred dollars
($100.00 Cdn). Moshpit Entertainment Inc. was acquired by CYOP Systems Inc. on
August 31, 2000 as a development stage company in the business of developing
software for interactive online games. The April 1, 2002 Share Purchase
Agreement provides for Moshpit Entertainment Inc. to continue hosting the
Registrants internet traffic in consideration of forgiving interest payable
amounts on loans advanced from the registrant to Moshpit Entertainment Inc. The
registrant is the sole and exclusive agent and representative of the crediplay
system.
The crediplay system is a suite of applications that support the efficient and
secure exchange of information between Internet-based electronic game tournament
operators and their players/members and credit and payment management
facilities.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Business Acquired
Not applicable
(b) Unaudited Pro Forma Consolidated Financial Information
Unaudited Balance Sheet of Moshpit Entertainment Inc. as at April 1,
2002
Introduction to the Unaudited Pro Forma Balance Sheet of CYOP
International Systems Inc., as at April 1, 2001
Unaudited Pro Forma Balance Sheet of CYOP International Systems Inc.,
as at April 1, 2001
(Unaudited) Moshpit Entertainment Inc.
(Expressed in Canadian Dollars)
- --------------------------------------------------------------------------------
April 1
2002
- --------------------------------------------------------------------------------
ASSETS
Current
Cash and cash equivalents $ 10,934
Accounts receivable 122,462
Prepaid expenses 45,736
- --------------------------------------------------------------------------------
Total current assets 179,132
Fixed assets 219,546
- --------------------------------------------------------------------------------
Total assets $ 398,678
================================================================================
LIABILITIES
Current
Accounts payable and accrued liabilities 1,363,850
Demand loans 3,493,396
- --------------------------------------------------------------------------------
Total current liabilities 4,857,246
- --------------------------------------------------------------------------------
Total Liabilities 4,857,246
- --------------------------------------------------------------------------------
STOCKHOLDERS' (DEFICIENCY)
Share capital
Authorized:
10,000 shares of common stock with no par value
Issued, allotted and outstanding:
100 shares of common stock 100
Deficit accumulated (4,458,668)
- --------------------------------------------------------------------------------
Total stockholders' (deficiency) (4,458,568)
- --------------------------------------------------------------------------------
Total liabilities and stockholders' (deficiency) $ 398,678
================================================================================
INTRODUCTION TO UNAUDITED PRO FORMA BALANCE SHEET OF CYOP SYSTEMS INTERNATIONAL
INC.
The unaudited pro forma consolidated balance sheet as at April 1, 2002 gives
effect to the sale of the Canadian subsidiary, Moshpit Entertainment Inc.
The Company believes the accounting used for the pro forma adjustments provides
a reasonable basis on which to present the unaudited pro forma consolidated
balance sheet.
The unaudited pro forma balance sheet is unaudited and is derived by adjusting
the historical consolidated financial statements of CYOP Systems International
Inc., which include the results of business. The unaudited pro forma
consolidated balance sheet is provided for informational purposes only and
should not be construed to be indicative of CYOP Systems International Inc.'s
consolidated financial position or results of operations for any future date or
period.
The unaudited pro forma consolidated balance sheet should be read in conjunction
with CYOP Systems International Inc.'s historical consolidated financial
statements and notes thereto included in CYOP Systems International Inc.'s
Annual Report on Form 10-K as of and for the year ended December 31, 2001 and
the first Quarterly Report on Form 10-Q as of March 31, 2002.
CYOP SYSTEMS INTERNATIONAL INCORPORATED
Unaudited Pro Forma Consolidated Balance Sheet as of
(Expressed in U.S. Dollars)
- -----------------------------------------------------------------------------------------------------------
April 1,2002 Pro Forma Pro Forma
- -----------------------------------------------------------------------------------------------------------
Historical Adjustments
ASSETS
Current
Cash and cash equivalents $ 10,963 (8,740) $ 2,223
Accounts receivable 261,855 (76,645) 185,210
Prepaid expenses and deposit 28,689 (28,689) --
Demand loan 64,215 185,016 249,231
- -----------------------------------------------------------------------------------------------------------
Total current assets 365,722 70,942 436,664
Note receivable related party 1,565,452 1,565,452
Fixed assets 212,112 (137,625) 74,487
- -----------------------------------------------------------------------------------------------------------
Total assets $ 2,143,286 (66,683) $ 2,076,603
===========================================================================================================
LIABILITIES
Current
Demand loans $ 452,676 (457,674) (4,998)
Demand loans 50,000 50,000
Accounts payable and accrued liabilities 608,790 (519,457) 89,333
Payroll deductions payable 371,731 (371,731) --
Due to investor, non interest bearing and unsecured 12,912 (12,912) --
Short-term loan 228,407 (15,682) 212,725
Investor deposit 20,000 20,000
- -----------------------------------------------------------------------------------------------------------
Total current liabilities 1,744,516 (1,377,456) 367,060
Deferred revenue 2,270,394 2,270,394
- -----------------------------------------------------------------------------------------------------------
Total Liabilities 4,014,910 (1,377,456) 2,637,454
- -----------------------------------------------------------------------------------------------------------
STOCKHOLDERS' (DEFICIENCY)
Share capital
Authorized:
100,000,000 shares of common stock with a par value
of $0.0001 per share
Issued, allotted and outstanding:
28,439,975 2,844 -- 2,844
Additional paid-in capital 220,377 170,924 391,301
Accumulated other comprehensive income 135,450 (135,450) --
Deficit accumulated (2,230,295) 1,275,299 (954,996)
- -----------------------------------------------------------------------------------------------------------
Total stockholders' (deficiency) (1,871,624) 1,310,773 (560,851)
- -----------------------------------------------------------------------------------------------------------
Total liabilities and stockholders' (deficiency) $ 2,143,286 (66,683) $ 2,076,603
===========================================================================================================
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CYOP SYSTEMS INTERNATIONAL INCORPORATED
(formerly Triple 8 Development Corporation)
Per: /s/ Mitch White
------------------------------------
Mitch White, President and Director
EXHIBIT INDEX
1.1 Share Purchase Agreement between CYOP Systems Inc. (Vendors) a wholly
owned subsidiary of CYOP Systems International Inc. and Steve White
(Purchaser) dated as of April 1, 2002.
EXHIBIT 1.1
THIS AGREEMENT made as of the 1st day of April 2002.
BETWEEN:
CYOP SYSTEMS INC.,
a company formed under the laws of Barbados
(hereinafter referred to as "Vendor" or "CYOP")
OF THE FIRST PART
AND:
STEVE WHITE,
Residing in the Province of British Columbia
(hereinafter referred to as "Purchaser")
OF THE SECOND PART
WHEREAS
A. The Vendor is the registered and beneficial owner of all of
the issued and outstanding shares (Certificate 6 for 100
shares) of Moshpit Entertainment Inc., ("Moshpit") a private
British Columbia corporation.
B. Moshpit is engaged in hosting interactive on-line games.
C. Steve White is the sole director of Moshpit
D. The Vendor has agreed to sell the 100 shares of Moshpit to the
Purchaser on the terms and conditions hereinafter appearing.
NOW THEREFORE, in consideration of the premises, representations, warranties,
covenants and agreements hereinafter set forth, and for other good and valuable
consideration, (the receipt and sufficiency of which is hereby acknowledged),
the parties hereto agree as follows:
SECTION 1
DEFINITIONS AND INTERPRETATION
1.1 Definitions. In this Agreement, including the schedules attached
hereto, unless something in the subject matter or context is
inconsistent therewith, the following terms and expressions will have
the following meanings:
(a) "Act" means the Company Act of the Province of British
Columbia as from time to time enacted and all amendments
thereto and includes the regulations made pursuant thereto;
(b) "Agreement" means this agreement, as amended, including any
schedules or exhibits attached hereto;
(c) "arm's length" will have the same meaning ascribed to such
term under the Income Tax Act, as defined herein;
(d) "Closing Date" or "Closing" means April 1, 2002, or such other
date as the parties hereto may otherwise all agree upon;
(e) "Financial Statements" means the unaudited financial
statements of Moshpit for the period ended March 31, 2002,
copies of which are attached as schedule "A" hereto;
(f) Any reference herein to "the best of the knowledge" of any of
the parties to this Agreement will be deemed to mean the
actual knowledge of such party and the knowledge, which such
party would have had if it had conducted a diligent inquiry
into the relevant subject matter.
1.2 Schedules.
The following schedules are attached to and form part of this
Agreement:
Schedule "A" - Unaudited Financial Statements
Schedule "B" - Purchasers Indemnity
Schedule "C" - Share Transfer Power of Attorney of CYOP
Schedule "D" - Director's resolution approving Agreement and transfer
Schedule "E" - Loans
1.3 Currency
Unless specified otherwise, all statements of or references to dollar
amounts in this Agreement are to lawful money of Canada.
SECTION 2
SHARE PURCHASE
2.1 Subject to the terms and conditions of this Agreement, the Purchaser
hereby agrees to purchase the Purchased Shares from the Vendors and the
Vendors hereby agree to sell all legal and beneficial title and
ownership in and to the Purchased Shares to the Purchaser in
consideration for the payment of $1.00 per common share for an
aggregate purchase price for the Purchased shares of One Hundred
Dollars ($100.00) (the "Purchase Price") on the Closing Date.
[OR PAYMENT BY PART CASH AND PROMISSORY NOTE]
2.2 Transfer of Purchased Shares. In consideration for the Purchaser paying
the Purchase Price to the Vendors, the Vendors covenant and agree to
sell, transfer and assign the Purchased Shares to the Purchaser, or as
it may be otherwise directed in writing, on the Closing Date in
accordance with section 9.1 herein.
2.3 Closing. The transactions described herein shall be completed on the
Closing Date at such place and time as the parties may mutually agree,
at which time the Vendors, or their respective agents shall deliver to
the Purchaser, or its agent, a share certificate(s) evidencing the
Purchased Shares duly endorsed in blank for transfer and such other
documentation as required in accordance with Section 9.1 herein.
2.4 Due Diligence. As at August 20, 2000 The Purchaser completed a Share
Purchase Agreement with the Vendor, whereby Moshpit shares were
acquired by CYOP. Steve White the Purchaser in this Agreement was then
and is now a director of Moshpit with full knowledge of the operations
of Moshpit. As per Schedule "C" of the August 20, 2000 Share Purchase
Agreement CYOP was granted an indemnity dated August 31, 2000 with
respect to Moshpit and its financial obligations and encumbrances.
SECTION 3
REPRESENTATIONS AND WARANTIES OF THE VENDORS
The Vendor hereby represents and warrants to the Purchaser as follows, and
acknowledges that the Purchaser is relying upon such representations and
warranties in entering into this Agreement and completing the transaction as
described herein.
3.1 Incorporation and Status. Moshpit is duly incorporated, organized and
in good standing under the laws of British Columbia and has full
corporate power and authority to carry on the Business.
3.2 Authorized and Issued Capital. The authorized capital of the
Corporation consists of ten thousand (10,000) common shares without par
value of which one hundred (100) common shares are issued and
outstanding as fully paid and non-assessable.
3.3 Ownership of Purchased Shares. The Vendors are the legal and beneficial
owners of record of the Purchased Shares, with good and marketable
title thereto, (Certificate 6) which have been validly issued and are
outstanding as fully paid and non-assessable, free and clear of all
agreements, liens, charges, security interests, adverse claims,
pledges, encumbrances, restrictions and claims of every nature and
kind.
3.4 Percentage Ownership. Immediately after the Closing Date, the Purchaser
will beneficially own and control 100% of Moshpits' issued and
outstanding shares in the capital of Moshpit.
3.5 Subsidiaries. Moshpit does not have nor will it have on the Closing
Date any subsidiaries and it does not hold any shares in the capital of
any other corporations.
3.6 Authority. Moshpit and the Vendors each have full right, power and
authority to enter into and to perform under this Agreement including,
without limitation, the sale, transfer and assignment of the Purchased
Shares to the Purchaser.
3.7 Corporate Records. The corporate records and minute books of Moshpit
contain complete and accurate resolutions of directors and shareholders
reflecting all actions taken by its board of directors and shareholders
and all such resolutions have been duly executed.
3.8 Financial Statements. The financial statements present fairly and
accurately the financial position of the Moshpit as of their respective
dates.
3.9 Contracts. Except for this Agreement, Moshpit is not a party to any
other material contract, which has not been previously disclosed and
delivered to the Purchaser.
3.10 Litigation. There is no action, suit, litigation, arbitration or
proceeding in progress, pending or threatened against or relating to
Moshpit other than a material amount (approximately $550,000) due to
Revenue Canada ("CCRA") for outstanding payroll taxes. Amounts in
arrears to CCRA originated prior to the August 20, 2000 Share Purchase
Agreement between the Purchaser and Vendor of this Agreement and the
attached Indemnity thereto dated August 31, 2000 provided to CYOP that
warranted that no obligations were outstanding as at that date.
3.11 Liabilities. Moshpit has significant outstanding liabilities as per
Schedule "E". The liabilities as disclosed are mostly in the form of
loans that the Purchaser intends to negotiate settlements with. The
Accounts Payable and Accrued Payable amount of $1,249,483 includes an
amount of approximately $550,000 due to CCRA.
3.12 Title to Assets. Moshpit is and will be on Closing the owner of all its
properties and assets with good and marketable title thereto, including
without limitation all assets reflected in the financial statements
(specifically certain equipment with a net book value $219,402). Title
and ownership of any development work not reflected in the balance
sheet vests and will remain the property of CYOP further agrees to
assign the merchant account provided by Global Payments and PSigate to
CYOP at the sole discretion of CYOP.
3.13 No Violation. The execution and delivery of this Agreement by the
Vendor and the Purchaser and the consummation of the transaction
provided for herein will not result in either;
(a) the breach or violation of any of the provisions of, or
constitute a default under, or conflict with or cause the
acceleration of any obligation of the Vendors or the
Purchasers under:
(i) any Contract to which the Vendors or Moshpit is a
party or by which any of them is, or either of their
properties are, bound;
(ii) any provision of the constating documents, by-laws or
resolutions of the Board or shareholders of Moshpit;
(iii) any judgement, decree, order or award of any court,
governmental body or arbitrator having jurisdiction
over the Vendors or Moshpit;
(iv) any license, permit, approval, consent or
authorization held by Moshpit which is necessary to
the ownership of the Purchased Shares or operation of
the Business;
(v) any applicable law, statue, ordinance, regulation or
rule; or
(b) the creation or imposition of any Encumbrance on any of the
Purchased Shares or any of the property or assets of Moshpit.
SECTION 4
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
The Purchaser hereby represents and warrants to the Vendors as follows, and
acknowledges that the Vendors are relying upon such representations and
warranties in entering into this Agreement and completing the transaction
contemplated hereunder:
4.1 Authority. The Purchaser has full right, power and authority to enter
into and to perform obligations under this Agreement.
4.2 Contracts. The Purchaser agrees that within 90 days of this Agreement
that the merchant account held with CIBC will be cancelled. The
Purchaser further agrees that Moshpit will continue to host activities
of CYOP using certain equipment of Moshpits in consideration of an
interest due holiday on outstanding amounts of loans from the Vendor to
the Purchaser for the duration of the services provided by the
Purchaser.
4.3 No Violation. The execution and delivery of this Agreement by the
Purchaser and the consummation of the transaction provided for herein
will not result in the violation, or constitute a default under, or
conflict with or cause the acceleration of any obligation of the
Purchaser under:
(i) any Contract with the Purchaser is a party or by which it is
bound;
(ii) any judgement, decree, order or award of any court,
governmental body or arbitrator having jurisdiction over the
Purchaser; or
(iii) any applicable law, statue, ordinance, regulation or rule.
SECTION 5
COVENANTS BY THE VENDORS
5.1 Vendors Covenants. The Vendors covenant to the Purchaser that the will
do or cause to be done, in connection with this Agreement and the
completion of the transaction contemplated hereunder, the following:
(i) on or before the Closing Date, providing the Purchaser, or its
legal representative, with Moshpits' minute book, containing
originals of Moshpits' articles of incorporation and all
amendments thereto, by-laws, and complete, accurate and up to
date resolutions and minutes of meetings of the directors and
shareholders of Moshpit, shareholders' register, directors'
and officers' register.
SECTION 6
SURVIVAL OF REPRESENTATIONS AND WARRANTIES
6.1 Survival of Representations, etc. The covenants, representations and
warranties of any of the parties contained in this Agreement are true
and correct and notwithstanding the closing or any inquiry or
investigation on the part of any other party hereto, such covenants,
representations and warranties shall not merge in, be suspended or
prejudiced by and shall survive the closing and continue in full force
for the benefit of the parties for a period of two (2) years after the
Closing Date.
6.2 Non-Merger. Each party hereto agrees that all provisions of this
Agreement, other than the conditions in section 7 and 8 and (subject to
special arrangements stated herein) the warranties and representations
contained in sections 3 and 4 and the covenants in section 5, shall
forever survive the execution and delivery of this Agreement and any
and all documents delivered in connection herewith.
SECTION 7
CONDITIONS TO THE OBLIGATIONS OF THE PURCHASER
7.1 Conditions of Closing. The Closing of this purchase and sale of the
Purchased Shares provided for hereunder is subject to the following
terms and conditions for the exclusive benefit of the Purchaser, to be
performed or fulfilled, as follows:
(a) The representations and warranties of the Vendors, contained
in this Agreement, shall be true and correct at the Closing
Date;
(b) All of the terms, covenants and conditions of this Agreement
to be complied with or performed by the Vendors, at or before
the Closing Date, shall have been complied with or performed;
(c) All actions, proceedings, instruments and documents required
to implement this Agreement, or instrumental thereto, and all
legal matters relating to the purchase of the Purchased
Shares, including title to the Purchased Shares, shall have
been approved as to form and legality by the Purchasers'
solicitor, acting reasonably; and
If any of the aforementioned conditions in Section 7 shall not be
performed or fulfilled at or prior to the Closing Date, as the case may
be, to the satisfaction of the Purchaser, acting reasonably, the
Purchaser may, by written notice to the Vendor, terminate this
Agreement and the obligations of all parties under this Agreement. Any
such condition may be waived in whole or part by the Purchaser without
prejudice to any claims they may have for breach of covenant,
representations or warranty.
SECTION 8
CONDITIONS TO THE OBLIGATIONS OF THE VENDORS
8.1 Conditions of Closing. Payment of the Purchase Price is subject to the
following terms and conditions for the exclusive benefit of the Vendor,
to be performed or fulfilled on or before the Closing Date:
(d) The representations and warranties of the Purchaser, contained
in this Agreement, shall be true and correct at the Closing
Date;
(e) All of the terms, covenants and conditions of this Agreement
to be complied with or performed by the Purchaser, at or
before the Closing Date, shall have been complied with or
performed;
(f) All actions, proceedings, instruments and documents required
to implement this Agreement, or instrumental thereto, and all
legal matters relating to the purchase of the Purchased
Shares, including title to the Purchased Shares, shall have
been approved as to form and legality by the Vendors'
solicitor, acting reasonably; and
If any of the aforementioned conditions in Section 8 shall not be
performed or fulfilled at or prior to the Closing Date, as the case may
be, to the satisfaction of the Vendor, as the case may be, acting
reasonably, the Vendor may, by written notice to the Vendor, terminate
this Agreement and the obligations of all parties under this Agreement.
Any such condition may be waived in whole or part by the Vendor without
prejudice to any claims they may have for breach of covenant,
representations or warranty.
SECTION 9
CLOSING
9.1 Delivery by Vendors. On the Closing Date, the Vendor shall deliver or
cause the following to be delivered to the Purchaser:
(a) share certificate or certificates representing the Purchased
Shares, duly endorsed in blank for transfer to the Purchaser
and execution of share transfer powers in the form of the
share transfer powers attached hereto as Schedule "C";
(b) all minute books, corporate seals, constating documents,
by-laws, resolutions and minutes of meetings of directors and
shareholders relating to Moshpit;
(c) all books of account and financial records as the Purchaser
may reasonably request. Notwithstanding the foregoing, and
from time to time within seven (7) years after the Closing
Date, the Vendor shall have the right to examine and inspect
such documents during normal business hours and to take
information from and make copies of any such documents;
(d) executed indemnity agreement, in the form of the agreement
attached hereto as Schedule "B" indemnifying and saving the
Vendor harmless from and against all costs, claims, damages
and liabilities of every kind and nature whatsoever arising
out of or related to the Business and the operations of
Moshpit from the incorporation date up to and including the
Closing Date;
(e) a resolution of the director of the Vendor approving this
Agreement and the transactions contemplated hereunder, in the
form of resolution attached hereto as Schedule "D"; and
(f) all such other closing documents and certificates deemed
necessary by the Purchaser or solicitor, acting reasonably.
SECTION 10
GENERAL PROVISIONS
10.1 Further Assurances. The parties hereto agree to do or execute or cause
to be done or executed all such further acts or assurances as may be
necessary to give effect to the transaction as herein contemplated,
including execution and delivery of all documents or instruments as may
be reasonably required by the Purchaser.
10.2 Entire Agreement. This Agreement constitutes the entire agreement
between the parties with respect to the subject matter hereof and
supercedes all prior agreements, understandings, negotiations and
discussions, whether written or oral. There are no conditions,
covenants, agreements, representations, warranties or other provisions,
express or implied, collateral, statutory or otherwise, relating to the
subject matter hereof except as herein provided.
10.3 Time of Essence. Time shall be of the essence of this Agreement
10.4 Successors and Assigns. This Agreement shall enure to the benefit of and
shall be binding on and enforceable by the parties and, where the
context so permits, their respective successors and permitted assigns.
No party may assign any of its rights or obligations hereunder without
the prior written consent of the other parties.
10.5 Severability. The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or enforceability of any
other provision hereof and any such invalid or unenforceable provision
shall be deemed to be severable.
10.6 Counterparts. This Agreement may be executed in counterparts, each of
which shall constitute an original and all of which taken together
shall constitute one and the same instrument.
10.7 Independent Legal Advice. The Purchaser to this agreement acknowledges
and declares that he has been informed that he should seek independent
legal advice concerning the obligations and rights contained in this
Agreement prior to executing this Agreement. The Purchaser expressly
acknowledges that he has obtained such independent legal advice prior to
the execution of this Agreement or, that he has waived such requirement,
in either case, as evidenced by his signature hereto.
IN WITNESS WHEREOF the parties have executed this Agreement on the day and year
first above written.
) CYOP SYSTEMS INC.,
)
SIGNED, SEALED AND DELIVERED )
In the presence of: )
) By:__________________________
) Patrick Smyth, President
) I have the authority to
- ----------------------------- ) bind the corporation
Witness )
)
) STEVE WHITE
)
)
)
)
) By:__________________________
- ----------------------------- )
Witness ) Steve White
)
Schedule "A"
Unaudited Balance Sheet as at April 1, 2002
(Unaudited) Moshpit Entertainment Inc.
(Expressed in Canadian Dollars)
- ------------------------------------------------------------------------------
April 1
2002
- ------------------------------------------------------------------------------
ASSETS
Current
Cash and cash equivalents $ 10,934
Accounts receivable 122,462
Prepaid expenses 45,736
- ------------------------------------------------------------------------------
Total current assets 179,132
Fixed assets 219,546
- ------------------------------------------------------------------------------
Total assets $ 398,678
==============================================================================
LIABILITIES
Current
Accounts payable and accrued liabilities 1,363,850
Demand loans 3,493,396
- ------------------------------------------------------------------------------
Total current liabilities 4,857,246
- ------------------------------------------------------------------------------
Total Liabilities 4,857,246
- ------------------------------------------------------------------------------
STOCKHOLDERS' (DEFICIENCY)
Share capital
Authorized:
10,000 shares of common stock with no par value
Issued, allotted and outstanding:
100 shares of common stock 100
Deficit accumulated (4,458,668)
- ------------------------------------------------------------------------------
Total stockholders' (deficiency) (4,458,568)
- ------------------------------------------------------------------------------
Total liabilities and stockholders' (deficiency) $ 398,678
==============================================================================
Schedule "B"
INDEMNITY
FROM: STEVE WHITE (hereinafter referred to as the "Purchaser")
TO AND IN
FAVOUR OF: CYOP SYSTEMS INC. (herein after referred to as the "Vendor")
AND TO: MOSHPIT ENTERTAINMENT INC. ("Moshpit")
RE: Indemnity pursuant to Subsection 9.1(d) of the share purchase
agreement entered into between the Vendor and Purchaser dated
the 1st day of April, 2002 (the "Share Purchase Agreement")
- --------------------------------------------------------------------------------
IN CONSIDERATION OF, and notwithstanding the transfer of all the shares
in the capital of Moshpit from the Vendors to the Purchaser pursuant to the
Share Exchange Agreement and for other good and valuable consideration (the
receipt and sufficiency of which is hereby expressly acknowledged), the
Purchaser hereby indemnify's and save's harmless the Vendor from and against any
loss, liability or damage incurred or sustained by the Purchaser or Moshpit,
including any legal fees, as a result of any breach by the Purchaser of the
Share Purchase Agreement, including any non-performance or non-fulfillment of
any covenant or agreement, any misrepresentation, inaccuracy, incorrectness or
breach of any representation or warranty on the part of either the Purchaser
contained in the Share Purchase Agreement or in the certificates or other
documents delivered thereunder, and the Business and operations of Moshpit from
its incorporation date up to including the Closing Date.
THE RIGHTS AND REMEDIES of the Vendor under this indemnity are in
addition to and not in lieu of all other rights and remedies, which may be
available to the Vendor under law or equity or any other document.
THIS INDEMNITY shall enure to the benefit of the Vendor and their
respective successors and assigns and shall be correspondingly binding upon the
Purchasers and their successors and assigns.
THE UNDERSIGNED has signed these presents as of the 1st day of
April, 2002.
------------------------- ---------------------------
Witness Steve White
Schedule "C"
SHARE TRANSFER POWER
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfer
unto Steve White one hundred (100 hundred) common shares in the capital of
Moshpit Entertainment Inc. standing in the name of the undersigned on the books
of the said corporation, represented as Certificate #6, together with all
renewals thereof, substitutions therefore, and proceeds thereof ( all of which
are hereinafter collectively referred to as the "Shares") and hereby irrevocably
constitutes and appoints Steve White to transfer the said Shares on the books of
Moshpit with full power of substitution in the premises.
DATED this 1st day of April, 2002
- --------------------------- -------------------------------
Witness Patrick Smyth, President
CYOP Systems Inc.
Schedule "D"
RESOLUTION OF THE SOLE DIRECTOR
OF
CYOP SYSTEMS INC.
Approval of Share Purchase Agreement
The undersigned sole director of, CYOP SYSTEMS INTERNATIONAL INC., hereby signs
the following resolution:
RESOLVED THAT
1. The execution and delivery by CYOP of the share purchase agreement
entered into between CYOP SYSTEMS INC. and Steve White dated April 1,
2002 (the "Share Purchase Agreement") and all other agreements,
documents, deeds and instruments that contemplated thereby or deemed
necessary to complete the purchase and sale transaction in accordance
with the Share Purchase Agreement is hereby confirmed, ratified and
approved;
2. The President of CYOP SYSTEMS INC. is hereby authorized to do such
further acts and things and to execute and deliver such other
agreements, documents, deeds and instruments as may be necessary or
desirable in connection with the purchase and sale transaction
contemplated by the Share Purchase Agreement and in order to give
effect to the foregoing provisions of this resolution.
Transfer of Shares
RESOLVED THAT
1. The director of CYOP SYSTEMS INC. sanction the following transfer of
shares held in the capital of Moshpit.
Number and Class
Transferor Transferee of Shares Certificate No.
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Cyop Systems Inc. Steve White 100 common shares #6
2. Any of the proper officers of CYOP be and are are hereby authorized to
do all acts and thins that in their opinion are necessary or desirable
to give effect to the foregoing transfer of shares on the books and
records of CYOP.
3. The foregoing resolution is hereby approved and consented to by the
director of CYOP.
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Mitch White
Schedule "E"
Outstanding Liabilities and Obligations
1. Loan from CYOP Systems International Inc. $ 736,7811
2. Loan from CYOP Systems Inc. 1,982,0412
3. Loan from Mitch White 28,553
4. Loan from M. Kornfield 25,0003
5. Loan from Cyber Roads Inc. 284,3454
6. Loan from Tapijakabouter 317,2164
7. Loan from Ameera Group 119,4604
8. Accounts Payable and accrued liabilities 1,363,850
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TOTAL $ 4,857,246
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Note: All loans are unsecured and bear different rates of interest
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1 Bearing interest at 12% p.a.
2 Bearing interest at 10% p.a.
3 Bearing interest at 40% p.a.
4 Bearing interest at prime + 1.5% p.a.