EXHIBIT 99.1
IN THE CIRCUIT COURT OF THE
EIGHTEENTH JUDICIAL CIRCUIT
IN AND FOR
SEMINOLE COUNTY, FLORIDA
CIVIL DIVISION
Case No.: 06-CA-2412-16-G
WGL Entertainment Holdings, Inc.,
a corporation,
Plaintiff,
FINAL JUDGMENT
vs. GRANTING
DECLARATORY RELIEF
DLC Capital Group, LLC.,
a limited liability company,
Defendant.
_______________________________ /
THIS CAUSE came on for Hearing before the Court on December 12, 2006, upon
the Joint Motion of the Plaintiff, WGL Entertainment Holdings, Inc. ("WGL
Entertainment"), and the Defendant, DLC Capital Group, LLC ("DLC Capital"), for
Entry of a Consent Judgment Granting Declaratory Relief pursuant to a previously
filed Verified Complaint for Declaratory Relief.
WGL Entertainment also filed an Affidavit in which it stated that the
allegations in the Complaint were, and are, true and correct.
DLC Capital filed an Answer in which it admitted theallegations of the
Complaint.
DLC Capital also filed the Affidavit ofJoseph A. Fierro, its President, in
which Mr.Fierro declared
(a) that DLC Capital was informed of the existence of this Action and of
the need for this Hearing;
(b) that DLC Capital believes that WGL Entertainment's Plan for Exchange of
Claims and Re-organization is fair to and in the best interests of DLC Capital;
(c) that DLC Capital had and has sufficient information about WGL
Entertainment and the proposed transactions so as to be able to make an informed
decision;
(d) that DLC Capital is not an Affiliate of any party to the transaction
before the transaction and will not be an Affiliate of the "Issuer"
(i.e. WGL Entertainment) of the subject securities after the transaction; and
(e) that DLC Capital, in the person of Mr. Fierro, intends to be present at
the Hearing to testify accordingly, if asked to do so.
Having considered the matters before it, having heard arguments of counsel,
and being otherwise advised in the Premises, it is
ORDERED, DECLARED, ADJUDGED, AND DECREED that:
1. This Court has Jurisdiction over the subject matter of this action and
over the Parties to this action.
2. This action was properly brought before this Court pursuant to Chapter
68, Florida Statutes, to enable this Court to determine and declare the rights
of WGL Entertainment, and of DLC Capital, and the facts as they relate to such
rights, with respect to Section 3 (a) (10) of the Securities Act of 1933, as
amended (the "Securities Act"), and Section 517.061(5), Florida Statutes, in
connection with WGL Entertainment's Plan for Exchange of Claims and
Re-organization (the "Plan of Exchange"), and the transactions contemplated in
the Plan of Exchange.
3. The Court was fully informed as to all matters before it.
4. The Court finds, as a Matter of Fact and of Law,
(a) that, pursuant to the Section 3 (a) (10) of the Securities Act and
Section 517.061(5), Florida Statutes, and the Plan of Exchange,
(i) proper Notice was given to all persons (namely, DLC Capital) who
were entitled to Notice of and the Opportunity to be Heard at the Hearing
which was conducted by this Court; and
(ii) there was no impediment to their right to appear;
(b) that, neither before, nor during, nor after the implementation of the
Plan of Exchange, WGL Entertainment and DLC Capital were not, are not, nor will
be, "a person who, directly, or indirectly through one or more intermediaries,
controls, or is controlled by, or is under common control" with other person, so
that neither WGL Entertainment nor DLC Capital was, is, or will be an
"affiliate" of the other as the term "affiliate" is commonly understood to mean
in the federal and state securities laws;
(c) that there was ample currently available information about WGL
Entertainment and the transactions contemplated by the Plan of Exchange for DLC
Capital, and for this Court, to be able to determine the fairness of the Plan of
Exchange and the transactions contemplated therein to DLC Capital;
(d) that the terms and conditions of the Plan of Exchange were, are, and
will be fair to DLC Capital and WGL Entertainment;
(e) that, as contemplated by Section 3 (a) (10) of the Securities Act and
Section 517.061(5), Florida Statues, DLC Capital has "claims" against WGL
Entertainment;
(f) that the securities of WGL Entertainment which are to be issued by WGL
Entertainment to DLC Capital in exchange for Claims DLC Capital has against WGL
Entertainment will be issued in accordance with the Plan of Exchange and will be
issued in accordance with Section 3 (a) (10) of the Securities Act and Section
517.061(5), Florida Statues, and these securities will be exempt from the
registration provisions of the Securities Act and Chapter 507, Florida Statues;
(g) that the transactions pursuant to which securities of WGL Entertainment
which are to be issued by WGL Entertainment to DLC Capital in exchange for
Claims DLC Capital has against WGL Entertainment will be transactions made in
accordance with the Plan of Exchange and will be transactions made in accordance
with Section 3 (a) (10) of the Securities Act and Section 517.061(5), Florida
Statues, and these transactions will be exempt from the registration provisions
of the Securities Act and Chapter 507, Florida Statues;
(h) that the securities of WGL Entertainment which are to be issued by WGL
Entertainment to DLC Capital in exchange for Claims DLC Capital has against WGL
Entertainment may be freely offered and sold by DLC Capital without registration
under the Securities Act and Chapter 517, Florida Statues; and
(i) that any portions of the Plan of Exchange which call for
securities of WGL Entertainment to be issued or exchanged for cash would be
essential parts of the Plan of Exchange and of the transactions
contemplated therein, and the Plan of Exchange and the transactions
contemplated therein are not simply excuses to raise cash in derogation of
the Securities Act and Chapter 517, Florida Statutes.
5. Prior to determining whether or not the securities of WGL
Entertainment, and the transactions pursuant to which they may be issued by WGL
Entertainment to DLC Capital in exchange for Claims DLC Capital has against WGL
Entertainment pursuant to the Plan of Exchange, were, are, and will be exempt
from the registration provisions of the Securities Act and Chapter 507, Florida
Statues, by virtue of Section 3 (a) (10) of the Securities Act and Section
517.061(5), Florida Statues, the Court was advised that in order for securities
of WGL Entertainment to be issued, received, or exchanged by WGL Entertainment
and DLC Capital in accordance with the Plan of Exchange and pursuant to Section
3(a)(10) of the Securities Act and Section 517.061(5), Florida Statues, WGL
Entertainment, as the entity which would be issuing, receiving, or exchanging
the securities in question,would, based upon entry of an Order approving the
Plan of Exchange and declaring it fair to DLC Capital, rely on the use of those
exemptions from the registration provisions of the Securities Act and Chapter
517, Florida Statutes, respectively.
6. Prior to determining whether or not the securities of WGL Entertainment,
and the transactions pursuant to which they may be issued by WGL Entertainment
to DLC Capital in exchange for Claims DLC Capital has against WGL pursuant to
the Plan of Exchange, were, are, and will be exempt from the registration
provisions of the Securities Act and Chapter 507, Florida Statues, by virtue of
Section 3 (a) (10) of the Securities Act and Section 517.061(5), Florida
Statues, the Court determined, as a matter of Fact and of Law, that the Plan of
Exchange and the transactions contemplated by the Plan of Exchange were fair to
and in the best interests of DLC Capital and WGL Entertainment.
7. In general, all requirements have been met in order for this Court to
be able to order, declare, and find, as a matter of Fact and of Law, which it
does, that (i) the securities of WGL Entertainment, and the transactions
pursuant to which they may be issued by WGL Entertainment to DLC Capital in
exchange for Claims DLC Capital has against WGL Entertainment pursuant to the
Plan of Exchange and under Section 3 (a) (10) of the Securities Act and Section
517.061(5), Florida Statues, were, are, and will be exempt from the registration
provisions of the Securities Act and Chapter 507, Florida Statues, by virtue of
Section 3 (a) (10) of the Securities Act and Section 517.061(5), Florida
Statues, and (ii) that the transactions pursuant to which these securities of
may be issued, received, or exchanged, were made in good faith and not for the
purpose of avoiding the registration provisions of the Securities Act or Chapter
517, Florida statutes.
DONE AND ORDERED in Chambers in Sanford, Florida, this 12th day of December
2006.
/s/ James E.C. Perry
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Circuit Court Judge