EXHIBIT 99.5
SETTLEMENT AGREEMENT
AND MUTUAL GENERAL RELEASE
--------------------------
This Settlement Agreement and mutual General Release (the "Agreement") is
entered into on the 21st day of May, 2001, by, between, and among United States
Telecommunications, Inc. ("UST"), Captive Administrators, Inc. ("Captive"),
Triangle Management, Inc., a Nevada corporation, formerly known as Triangle
Management Systems, Inc., ("Triangle"), ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇"), ▇▇▇▇▇,
▇▇▇▇▇▇ ("▇▇▇▇▇▇"), and ▇▇▇▇▇▇ ▇▇▇▇▇ ("▇▇▇▇▇"), collectively referred to as "the
Parties."
WHEREAS, on or about September 28, 2000, UST filed suit against Captive and
▇▇▇▇▇ (and other parties) in Hillsborough County, Florida in an action styled
United States Telecommunications, Inc. v. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇,▇▇▇▇▇▇
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Thack, Prime Equities Group, Inc., ▇▇▇▇ Holdings, Ltd., ▇▇▇▇▇▇▇ ▇▇▇▇, and
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Captive Administrators, Inc., Case No.: 00-007248, Division A (the "UST
-------------------------------
Lawsuit"), asserting a number of claims with respect to the issuance and sale of
units of the Tel Com Companies (as defined in the UST Lawsuit) and UST
securities.
WHEREAS, on or about February 16, 2001, ▇▇▇▇▇ filed suit against UST,
▇▇▇▇▇, ▇▇▇▇ ▇▇▇ a/k/a "Y", and ▇▇▇▇ ▇▇▇ a/k/a "Y" in HiIlsborough County,
Florida in an action styled ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ v. I United States
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Telecommunications. Inc., ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇ a/k/a "Y" and ▇▇▇▇ ▇▇▇ a/k/a
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"Y", Case No. 01001407, Division E (the "▇▇▇▇▇ Lawsuit"), alleging that UST,
▇▇▇▇▇, and other unnamed defendants defamed ▇▇▇▇▇.
WHEREAS, the Parties desire finally to resolve and dispose of any and all
claims by and between them.
NOW, THEREFORE, in consideration of the mutual agreements, undertakings and
representations contained in this document and other good and valid
consideration, the receipt and sufficiency of which is hereby acknowledged by
the Parties, the Parties agree as follows:
1. Contemporaneously with the execution of this Agreement, ▇▇▇▇▇ has caused
to be delivered to UST 840,000 shares of UST common stock represented by UST
Stock Certificate Number 2241 and 3,360,000 shares of UST preferred stock
represented by UST Stock Certificate. Number 2241. ▇▇▇▇▇ warrants represents
that to the best of his knowledge and belief, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, is the owner of
full authority to transfer them to UST. ▇▇▇▇▇ disavows any own hip interest in
such shares. The effective date for the transfer of shares contemplated by
paragraph 1 of this Agreement shall occur on that date selected, in the sole
discretion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇, provided however such transfer shall
be deemed to be effective no later than December 30, 2001.
2. ▇▇▇▇▇ and Triangle represent and warrant that Triangle owns 928,000
shares of UST stock. Contemporaneously with the execution of this Agreement,
Triangle hereby agrees to transfer all of its interest in 645,000 shares to UST
and has endorsed and delivered to UST a certificate for 645,000 shares of UST.
The effective date of the transfer of shares contemplated by paragraph 2 of this
Agreement shall occur on that date selected, in the sole discretion of ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇; provided however such transfer shall be deemed to be
effective no later than December 30, 2001. Triangle shall retain full ownership
and control over the remaining 283,00O shares of UST stock. However, Triangle
agrees not to sell or pledge or attempt to sell or pledge any of the remaining
283,000 shares until such time as the registration statement filed by UST with
the United States Securities and Exchange Commission ("SEC") is declared
effective, or November 18, 2002,
whichever occurs first. ▇▇▇▇▇ and Triangle agree that, until such time as the
registration statement filed by UST with the SEC is declared effective or
November 18, 2002, whichever occurs first, they will not directly or indirectly
solicit the sale of the remaining 283,000 shares held by Triangle.
3. ▇▇▇▇▇, Captive, and Triangle represent, warrant, and agree that they
shall not, until such time as the registration statement filed by UST with the
SEC is declared effective on November 13, 2002, whichever occurs first, directly
or indirectly, participate in any fashion in the purchase or sale of shares of
UST stock owned by any person or entity other than Triangle, including but not
limited to acting as a broker, agent, or finder of or for any person or entity
attempting to purchase or sell shares of UST stock. However, nothing in this
paragraph shall prevent ▇▇▇▇▇, Captive, or Triangle from acquiring any shares of
UST stock.
4. Notwithstanding the fact that the effective date of the foregoing
transfers may take place after the date of this Agreement, the parties
acknowledge and agree that this Agreement constitutes a final and binding
settlement between the parties as of the date of this agreement.
5. Contemporaneously herewith, ▇▇▇▇▇ has caused ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇., and
Ttriangle to execute the written consent,attached hereto as Exhibit "A", voting
their stock in UST as set forth therein ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇., and Triangle have
also executed executed separate Affidavits and an Irrevocable Proxy granting
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇ the right to vote the 4,845,000 UST shares being
transferred to UST, in the forms attached hereto as Composite Exhibit "B".
6. The Parties hereto acknowledge and agree that the Affidavit of Current
Owner of the UST stock issued to ▇▇▇▇ and the Irrevocable Proxy delivered
contemporaneously with the execution of this Agreement contain internal
inconsistencies. Accordingly, ▇▇▇▇▇ agrees to produce, on or before May 25,
2001, a fully-executed Affidavit and fully-executed Irrevocable Proxy in the
forms attached hereto as Composite Exhibit "B". The failure to provide same
shall constitute a material breach of this Agreement.
7. Contemporaneously with the execution of this Agreement, Captive shall
execute and deliver to UST a recourse promissory note in the amount of $50,000.
The note shall be due and payable one (1) year from the date hereof Triangle
shall pledge 50,000 of its remaining 283,000 shares of UST stock to secure the
note. The pledged shares shall be delivered to and held by Akerman, Senterfitt.
Upon timely and full payment of the note, Akerman, Senterfitt shall deliver the
pledged shares to Triangle or its assigns. Upon default under the note, Akerman,
Senterfitt shall deliver the pledged shares to UST. If Akerman, Senterfitt is in
doubt of its obligations hereunder, it shall have the right to file an
interpleader action with respect to the pledged shares, and shall be entitled to
recover its attorneys process fees and costs from either the pledged shares,
▇▇▇▇▇, Captive or UST. Default by Captive under the promissory note shall not
constitute a material breach of this Agreement by Captive, ▇▇▇▇▇, or Triangle.
8. ▇▇▇▇▇, Captive, and Triangle represent, warrant, and agree that,
effective immediately upon execution of this Agreement, they shall not, directly
or indirectly:
(a) represent ▇▇▇▇▇ to be an employee or officer of UST;
(b) issue or cause to be issued what purports to be UST stock
shares to alleged investors in UST;
(c) withdraw or dissipate UST funds;
(d) broadly disseminate information to or otherwise contact or
attempt to contact any shareholders of UST, except for the
present management of UST, regarding or relating to the
subject matter of the UST Lawsuit, the S-4
Registration Statement with the SEC, or the solicitation of
any proxy to vote the shares of UST stock;
(e) interfere with the consideration of UST's S-4 Registration
Statement with the SEC;
(f) attempt to bind UST in business transactions or contracts;
and/or
(g) make any untrue or defamatory statement regarding UST;
provided, however, Captive and Triangle shall be entitled
to any applicable privileges with respect to such
statements. ▇▇▇▇▇, Captive, and Triangle shall indemnify,
defend, and hold UST harmless from all damages from any
breach by ▇▇▇▇▇, Captive, or Triangle respectively under
this Paragraph.
9. Neither UST, Pollara, Graton, or the officers, directors, employees, or
agents of UST shall make any untrue or defamatory statements regarding ▇▇▇▇▇,
Captive, or Triangle; provided, however, UST, Pollara, Graton, and the officers,
directors, employees, and agents of UST shall be entitled to any applicable
privileges with respect to such statements.
10. Effective immediately upon execution of this Agreement, ▇▇▇▇▇ agrees to
provide UST and its attorneys with all information within his knowledge ralating
to the involvement of individuals and entities in the planning and execution of
the sale of units in the Tel Com Companies or shares of UST, including but not
limited to any information within his knowledge relating to where the proceeds
of any such sale of units in the Tel Com Companies or shares of UST were
transferred or are presently located. ▇▇▇▇▇ further agrees to cooperate with UST
and its lawyers in the prosecution of the UST Lawsuit and other related legal
matters, including, if necessary, providing testimony at trial. Any expenses of
copying or producing records shall be borne by UST.
11. As part of his duty to cooperate with UST, ▇▇▇▇▇ shall upon complete
execution of this Agreement, deliver to UST a list of topics on which he can
testify (the "List of ▇▇▇▇▇ Topics") that may assist UST in the prosecution of
the UST Lawsuit. ▇▇▇▇▇ represents and warrants that he has personal knowledge of
the matters in the list and that all his testimony will be truthful.
12. Also as part of his duty to cooperate with UST, ▇▇▇▇▇ shall,
contemporaneously with the execution of this Agreement, have authority to
release to UST certain documents that may assist UST in the prosecution of the
UST Lawsuit and, through his counsel, shall immediately deliver such documents
to UST. ▇▇▇▇▇, Captive, and Triangle represent and warrant that they do not have
possession, custody or control of any other documents belonging or relating to
UST, ▇▇▇▇ Holdings, Ltd., or the subject matter of the UST Lawsuit that have not
previously been produced to UST's attorneys.
13. Upon execution of this Agreement, UST shall cause its attorneys to
promptly execute and file a Notice of Voluntary Dismissal with Prejudice of the
UST Lawsuit as to ▇▇▇▇▇ and Captive.
14. Upon execution of this Agreement, ▇▇▇▇▇ shall cause his attorneys to
promptly execute and file a Notice of Voluntary Dismissal with Prejudice of the
▇▇▇▇▇ Lawsuit.
15. The Parties hereto, for and on behalf of themselves and their
successors and assigns, hereby release and discharge each other Party hereto and
their attorneys from and against any and a11 actions, obligations, debts,
losses in revenue, damages, costs, dues, claims, choses in action and demands of
every kind or nature, known or unknown, which any party hereto had, now has or
may have based on, arising out of, or relating to any act, omission,
transaction, event or circumstance occurring on or before the date of this
Agreement, including but not limited to those relating to or arising out of the
claims asserted in the UST Lawsuit and the ▇▇▇▇▇ Lawsuit. In addition, ▇▇▇▇▇
releases UST from any claims relating to his employment agreement with UST.
16. The release provisions of Paragraph 15, above, shall not be construed
as an independent or separate covenant and the Parties hereto agree that those
provisions constitute a material portion of the consideration exchanged as part
of this Agreement.
17. In addition to the release provisions of Paragraph 15, above, ▇▇▇▇▇,
Captive, and Triangle, for and on behalf of themselves and their successors and
assigns, hereby release and discharge every individual serving as an officer,
director, agent, or employee of UST as of the date of execution of this
Agreement, from and against any and ell actions, obligations, debts, losses in
revenue, damages, costs, dues, claims, choses in action and demands of every
kind of nature, known or unknown, which ▇▇▇▇▇, Captive and/or Triangle had, now
has, or may have based on, or arising out of, or relating to any act, omission,
transaction, event or circumstance occurring on or before the date of the
Agreement, including but not limited to those relating to or arising out of the
claims asserted in the UST Lawsuit and the ▇▇▇▇▇ Lawsuit.
18. The Parties expressly warrant to each other that they have not
previously assigned, transferred or conveyed the claims disposed of by this
Agreement.
19. his Agreement has been negotiated and drafted by counsel for the
Parties and, therefore, it shall not be construed in favor of or against any of
the Parties hereto.
20. The Parties affirmatively state that no representation, promise, or
agreement relating to this settlement, except for those expressed in this
Agreement and the List of ▇▇▇▇▇ Topics, has been made to any of the Parties, and
that this Agreement contains all o f the terms relating to this settlement,
which are contractual in nature and not merely recitals, and may not be modified
or changed, except in a writing signed by all Parties.
21. This Agreement is entered into by the Parties to resolve disputed
claims, and notwithstanding execution of this Agreement, the Parties deny
liability of all asserted claims.
22. This Agreement shall inure to the benefit of and shall bind each
Party's successors and assigns.
23. The Parties represent and warrant that each signatory of the Agreement
is duly authorized to sign for the purpose and in the capacity in which she, he,
or, it purports to sign.
24. The Parties acknowledge that upon breach of this Agreement, no party
hereto has an adequate remedy at law and therefore any Party not in breach shall
be entitled to either enforce the Agreement by specific performance against any
Party in breach or to rescind the Agreement.
25. This Agreement shall be governed by and construed under the laws of the
State of Florida. The Parties agree that the jurisdiction for the enforcement of
this Agreement or the interpretation of its terms shall be in Hillsborough
County, Florida. In such event, the prevailing party shall be entitled to an
award of costs and attorney's fees, whether incurred at trial, on appeal, or in
any bankruptcy proceeding.
26. The Parties shall each bear their own costs and attorneys'fees incurred
in connection with the UST Lawsuit, the ▇▇▇▇▇ Lawsuit or the preparation of this
Agreement.
27. The undersigned Parties agree that this document can be executed in
counterparts, and will be as effective and binding as if executed as a whole.
IN WITNESS WHEREOF, the Parties have execated this settlement Agreement and
Mutual
Release this 21st of May, 2001
Signed and delivered United States
in the presence of: Telecommunications, Inc.
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ III By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------- ---------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ III ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ As its President
--------------------------- ---------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
STATE OF __________________ )
COUNTY OF _________________ )
The foregoing instrument was acknowledged before me this ____day of May,
2001, by ____________________, as _______________________of United States
Telecommunications, Inc., ________ who is personally known to me or ____________
who has produced __________________________ as identification (check one).
_____________________________
Print Name: ___________________
Notary public, State of Florida
My Commission Expires:
Signed and delivered
in the presence of: CAPTIVE ADMINISTRATORS, INC.
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ III By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
--------------------------- ---------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ III ▇▇▇▇▇▇ ▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ As its President
--------------------------- ---------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
STATE OF __________________ )
COUNTY OF _________________ )
The foregoing instrument was acknowledged before me this ____day of May,
2001, by ____________________, as _______________________of United States
Telecommunications, Inc., ________ who is personally known to me or ____________
who has produced __________________________ as identification (check one).
Signed and delivered
in the presence of: TRIANGLE MANAGEMENT, INC.
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ III By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
--------------------------- ---------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ III ▇▇▇▇▇▇ ▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ As its President
--------------------------- ---------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
STATE OF __________________ )
COUNTY OF _________________ )
The foregoing instrument was acknowledged before me this ____day of May,
2001, by ____________________, as _______________________of United States
Telecommunications, Inc., ________ who is personally known to me or ____________
who has produced __________________________ as identification (check one).
_____________________________
Print Name: ___________________
Notary public, State of Florida
My Commission Expires:
Signed and delivered
in the presence of:
/s/▇▇▇▇▇▇ ▇▇▇▇▇▇▇ III /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
--------------------------- ----------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ III ▇▇▇▇▇▇ ▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
STATE OF __________________ )
COUNTY OF _________________ )
The foregoing instrument was acknowledged before me this ____day of May,
2001, by ____________________, as _______________________of United States
Telecommunications, Inc., ________ who is personally known to me or ____________
who has produced __________________________- as identification (check one).
_____________________________
Print Name: ___________________
Notary public, State of Florida
My Commission Expires:
Signed and delivered
in the presence of:
/s/▇▇▇▇▇▇ ▇▇▇▇▇▇▇ III /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------- ----------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ III ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
STATE OF __________________ )
COUNTY OF _________________ )
The foregoing instrument was acknowledged before me this ____day of May,
2001, by ____________________, as _______________________of United States
Telecommunications, Inc., ________ who is personally known to me or ____________
who has produced __________________________- as identification (check one).
_____________________________
Print Name: ___________________
Notary public, State of Florida
My Commission Expires:
Signed and delivered
in the presence of:
/s/▇▇▇▇▇▇ ▇▇▇▇▇▇▇ III /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------- ----------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ III ▇▇▇▇▇ ▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
STATE OF __________________ )
COUNTY OF _________________ )
The foregoing instrument was acknowledged before me this ____day of May,
2001, by ____________________, as _______________________of United States
Telecommunications, Inc., ________ who is personally known to me or ____________
who has produced __________________________- as identification (check one).
_____________________________
Print Name: ___________________
Notary public, State of Florida
My Commission Expires:
EXHIBIT A
---------
WRITTEN CONSENT
OF THE SHAREHOLDERS OF
UNITED STATES TELECOMMUNICATIONS, INC.
The undersigned, a holder of outstanding voting securities of United
States Telecommunications, Inc., a Florida corporation (the "Corporation"),
acting pursuant to Section 607.0704(1), Florida Statutes, hereby executes this
instrument to evidence his, her or its consent to the adoption of, and hereby
adopts, the following resolutions and directs that this written consent be filed
with the minutes of the proceedings of the shareholders of the Corporation;
WHEREAS, the shareholders deem it to be in the best interests of the
Corporation to amend and restate the Corporation's Amended and Restated Articles
of Incorporation (the "Articles") to (i) increase the number of authorized
shares of Corporation's common stock (The "Common Stock") from 100,000,000
shares to 300,000,000 shares, (ii) provide for a noncumulative stated dividend
rate on the shares of Class A convertible preferred stock (the "Class A
Preferred Stock") of 8% per annum, (iii) provide for certain optional and
mandatory conversion rights for the shares of Class A Preferred Stock whereby
such shares would be convertible into shares of Common Stock and (iv) designate
a new class of preferred stock, the Class B convertible preferred stock, par
value $0.0001 per share (the "Class B Preferred Stock"), which would have senior
dividend and liquidation rights to the Class A Preferred Stock; and
WHEREAS, the shareholders desire to adopt and approve the form of the
Second Amended and Restated Articles of Incorporation attached hereto as Exhibit
A (the "Second Amended and Restated Articles");
NOW THEREFORE, BE IT RESOLVED, that the undersigned shareholders hereby
acknowledge, approve, confirm and adopt the Second Amended and Restated Articles
substantially in the form attached hereto as Exhibit A;
FURTHER RESOLVED, that the appropriate officers be, and each hereby is,
authorized and empowered, in the name and on behalf of the Corporation, to
execute, deliver, file and record the Second Amended and Restated Articles with
the Secretary of State of the State of Florida and to take any and all further
action, as they or any of them may deem necessary or appropriate to effectuate
fully the purposes of the foregoing resolutions; and
FURTHER RESOLVED, that these resolutions may be adopted by the written
consent of the Corporation's shareholders, which may be executed in one or more
counterparts, each of which may be deemed an original, and that all of such
counterparts, when taken together shall constitute one and the same written
consent of all executing shareholders.
Effective as of this ___ day of May, 2001.
No. of Shares
-------------------------------------------- ------------------of Common Stock
(Signature of Individual Shareholder) Owned
No. of Shares
-------------------------------------------- ------------------of Class A
(Printed Name of Individual Shareholder) Preferred Stock
Owned
--------------------------------------------
(Signature of Joint Shareholder, if any)
--------------------------------------------
(Printed Name of Joint Shareholder, if any)
/s/ Triangle Management, Inc. 185,600 No. of Shares
-------------------------------------------- ------------------of Common Stock
Owned
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 742,400 No. of Shares
-------------------------------- ------------------of Class A
(Signature of Authorized Representative Preferred Stock
of Entity Shareholder) Owned
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------------
(Printed Name and Title of Authorized
Representative of Entity Shareholder)
FURTHER RESOLVED, that these resolutions may be adopted by the written
consent of the Corporation's shareholders, which may be executed in one or more
counterparts, each of which may be deemed an original, and that all of such
counterparts, when taken together shall constitute one and the same written
consent of all executing shareholders.
Effective as of this ___ day of May, 2001.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 840,000 No. of Shares
-------------------------------------------- ------------------of Common Stock
(Signature of Individual Shareholder) Owned
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 3,360,000 No. of Shares
-------------------------------------------- ------------------of Class A
(Printed Name of Individual Shareholder) Preferred Stock
Owned
--------------------------------------------
(Signature of Joint Shareholder, if any)
--------------------------------------------
(Printed Name of Joint Shareholder, if any)
/s/ Triangle Management, Inc. 185,600 No. of Shares
-------------------------------------------- ------------------of Common Stock
Owned
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 742,400 No. of Shares
-------------------------------- ------------------of Class A
(Signature of Authorized Representative Preferred Stock
of Entity Shareholder) Owned
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------------
(Printed Name and Title of Authorized
Representative of Entity Shareholder)
-2-
SECOND AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
UNITED STATES TELECOMMUNICATIONS, INC.
THE UNDERSIGNED, ___________________, as President of UNITED STATES
TELECOMMUNICATIONS, INC., a Florida corporation (the "Corporation"), for and on
behalf of the Corporation, hereby files the Corporation's Second Amended and
Restated Articles of Incorporation (the "Amendment") pursuant to written action
taken by holders of record of a majority of each class of issued and outstanding
shares of the Corporation's capital stock, and each states that such restatement
contains amendments requiring shareholder approval and the number of such shares
represented by those holders voting in favor of such amendments and of the
restatement of the Corporation's Articles of Incorporation was sufficient for
their respective approval by the Corporation's shareholders. The current
Articles of Incorporation of the Corporation are hereby amended in their
entirety and, as so amended, restated to read as follows:
ARTICLES OF INCORPORATION
OF
UNITED STATES TELECOMMUNICATIONS, INC.
I.
The name of the Corporation is "United States Telecommunications,
Inc."
II.
The street address and mailing address of the principal office of the
Corporation is:
Suite 118
5251 ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
III.
PART A. AUTHORIZED SHARES
The total number of shares of stock which the Corporation has authority
to issue is 500,000,000 shares, consisting of:
(i) 200,000,000 shares of Preferred Stock, par value $0.0001
per share (the "Preferred Stock"), of which 40,000,000 shares shall be
designated the "Class A Preferred Stock" and 130,000,000 shares shall be
designated the "Class B Preferred Stock"; and
(ii) 300,000,000 shares of Common Stock, par value $0.0001 per
share (the "Common Stock").
The Preferred Stock and the Common Stock are herein collectively
referred to as the "Stock." The Class A Preferred Stock shall have the
preferences, limitations and relative rights as set forth in Part B of this
Article III hereof. The Class B Preferred Stock shall have the preferences,
limitations and relative rights as set forth in Part C of this Article III
hereof. The Board of Directors of the Corporation shall have the authority to
determine the preferences, limitations and relative rights of the shares of any
other class of Preferred Stock prior to the issuance of any such shares.
PART B. Preferred Stock
Section 1. Dividends.
---------
Subject to the provisions of the Class B Preferred Stock set forth in
Section 1 of Part C of this Article III, the holders of the shares of Class A
Preferred Stock shall be entitled to receive, and the Corporation shall be bound
to pay thereon, preferential noncumulative dividends, as and when declared by
the Board of Directors, out of funds legally available therefor as determined
pursuant and subject to the provisions of the Florida Business Corporation Act,
at a percentage rate per share per annum in respect of each share of Class A
Preferred Stock of eight percent (8%) of the Class A Liquidation Price (as
hereinafter defined), payable during each calendar year on such days and dates
as shall to determined by the Board of Directors of the Corporation, before any
dividends shall be declared or paid upon or set apart for the holders of shares
of Common Stock. If no dividends are declared by the Board of Directors, no
dividends shall be due and payable to the holders of the shares of Class A
Preferred Stock.
Section 2. Liquidation.
-----------
Subject to the provisions of the Class B Preferred Stock set forth in
Section 2 of Part C of thus Article III, in the event of any liquidation,
dissolution or winding up of the Corporation, whether voluntary or involuntary,
the holders of the shares of Class A Preferred Stock shall be entitled to
receive out of the assets of the Corporation (whether from capital or surplus or
both) an amount equal to $10 per share of Class A Preferred Stock (the "Class A
Liquidation Price"), plus any declared and unpaid dividends (the "Class A
Liquidation Amount") before distribution shall be made to the holders of the
shares of Common Stock; thereafter, the holders of the shares of Common Stock
shall be entitled to participate ratably on a per share basis in the
distribution of the remaining assets. If, upon such liquidation, dissolution or
winding up of the Corporation, after payment in full to the holders of the Class
B Preferred Stock, the assets of the Corporation shall be insufficient to permit
the payment in full to the holders of the shares of Class A Preferred Stock of
the amount distributable as aforesaid, then the entire remaining assets of the
Corporation shall be distributed ratably among the holders of the shares of
Class A Preferred Stock. The foregoing provisions of this paragraph shall not,
however, be deemed to require the distribution of assets among the holders of
the shares of Class A Preferred Stock and the holders of the shares of Class B
Preferred Stock and Common Stock in the event of a consolidation, merger, lease
or sale, which does not in fact result in the liquidation or winding up of the
enterprise.
Section 3. Voting.
------
The holders of the shares of Class A Preferred Stock shall have voting
power identical to that of the shares of Common Stock and shall vote with the
shares of Common Stock as one voting class. The holders of the shares of Class A
Preferred Stock shall have the right to participate in any meeting of the
shareholders and shall be entitled to any notice of any such meeting and shall
be considered shareholders for the purpose of any election, meeting, consent or
waiver of notice, under the provisions of any law now in force or which may
hereafter be enacted.
Section 4. Conversion.
----------
a. Right to Convert. Each share of Class A Preferred Stock shall
be convertible, at the option of the holder thereof, at any time after the date
of issuance of such share, at the office of the Corporation or any transfer
agent for such stock, into one share of fully paid and nonassessable share of
Common Stock (the "Class A Conversion Ratio"), subject to adjustment as provided
in Section 4(d) hereof.
b. Automatic Conversion. Each share of Class A Preferred Stock
shall automatically be converted in accordance with the Class A Conversion
Ratio, subject to adjustment as provided in Section 4(d) hereof, upon the
earlier to occur of (i) the closing of the Corporation's sale of its Common
Stock in a public offering pursuant to a registration statement under the
Securities Act of 1933, as amended, in which the aggregate gross proceeds to the
Corporation are not less than $10,000,000; (ii) the closing of any transaction
or series of transactions (including, without limitation, any merger,
reorganization or consolidation) in which more than fifty percent (50%) of the
voting power of the Corporation is disposed of; or (iii) the closing of any
transaction or series of transactions which results in the sale of all or
substantially all of the assets of the Corporation (each an "Automatic
Conversion Triggering Event"). The Board of Directors shall determine if an
event or transaction or series of transactions constitutes an Automatic
Conversion Triggering Event for purposes of this Section 4(b).
c. Mechanics of Conversion. Before any holder of Class A
Preferred Stock shall be entitled to convert the same into shares of Common
Stock, he shall surrender the certificate or certificates therefor, duly
endorsed, at the office of the Corporation or of any transfer agent for the
Class A Preferred Stock, and shall give written notice to the Corporation at its
principal corporate office, of the election to convert the same and shall state
therein the name or names in which the certificate or certificates for shares of
Common Stock are to be issued. The Corporation shall, as soon as practicable
thereafter, issue and deliver at such office to such holder of Class A Preferred
Stock, or to the nominee or nominees of such holder, a certificate or
certificates for the number of shares of Common Stock to which such holder shall
be entitled as aforesaid. Such conversion shall be deemed to have been made
immediately prior to the close of business on the date of such surrender of the
shares of Class A Preferred Stock to be converted, and the person or persons
entitled to receive the shares of Common Stock issuable upon such conversion
shall be treated for all purposes as the record holder or holders of such shares
of Common Stock as of such date.
d. Conversion Ratio Adjustment. In the event the Corporation
shall fix a record for the effectuation of a split or subdivision of the
outstanding shares of Common Stock or the determination of holders of Common
Stock entitled to receive a dividend or other distribution
payable in additional shares of Common Stock or other securities or rights
convertible into, or entitling the holder thereof to receive directly or
indirectly, additional shares of Common Stock (hereinafter referred to as
"Common Stock Equivalents") without payment of any consideration by such holder
for the additional shares of Common Stock or the Common Stock Equivalents
(including the additional shares of Common Stock issuable upon conversion or
exercise thereof), then, as of such record date (or the date of such
distribution if no record date is fixed), the Class A Conversion Ratio shall be
appropriately decreased so that the number of shares of Common Stock issuable on
conversion of each share of such series shall be increased in proportion to such
increase of the aggregate of shares of Common Stock outstanding and those
issuable with respect to such Common Stock Equivalents. If the number of shares
of Common Stock outstanding at any time after the date of issuance of the Class
A Preferred Stock is decreased by a combination of the outstanding shares of
Common Stock, then, following the record date of such combination, the Class A
Conversion Ratio shall be appropriately increased so that the number of shares
of Common Stock issuable on conversion shall be decreased in proportion to such
decrease in outstanding shares. If at any time or from time to time there shall
be a recapitalization of the Common Stock (other than a subdivision, combination
or merger or sale of assets), provision shall be made so that the holders of
Class A Preferred Stock shall thereafter be entitled to receive upon conversion
of their shares the number of shares of stock or other securities or property of
the Corporation or otherwise, to which a holder of Common Stock deliverable upon
conversion would have been entitled on such recapitalization. In any such case,
appropriate adjustment shall be made in the application of this Section 4(d)
with respect to the rights of the holders of Class A Preferred Stock after the
recapitalization to the end that the provisions of this Section 4(d) (including
adjustment of the Class A Conversion Ratio then in effect) shall be applicable
after that event as nearly equivalent as may be practicable.
e. Reservation of Common Stock Issuable Upon Conversion. The
Corporation shall at all times reserve and keep available out of its authorized
but unissued shares of Common Stock, solely for the purpose of effecting the
conversion of the shares of the Class A Preferred Stock, such number of its
shares of Common Stock as shall from time to time be sufficient to effect the
conversion of all outstanding shares of the Class A Preferred Stock; and if at
any titre the number of authorized but unissued shares of Common Stock shall not
be sufficient to effect the conversion of all then outstanding shares of the
Class A Preferred Stock, in addition to such other remedies as shall be
available to the holder of such Class A Preferred Stock, the Corporation will
take such corporate action as may, in the opinion of its counsel, be necessary
to increase its authorized but unissued shares of Common Stock to such number of
shares as shall be sufficient for such purposes, including, without limitation,
engaging in best effort to obtain the requisite shareholder approval of all
necessary amendments to these Articles of Incorporation.
PART C. Class B Preferred Stock
Section 1. Dividends
---------
The holders of the shares of Class B Preferred Stock shall be entitled
to receive, and the Corporation shall be bound to pay thereon, preferential
noncumulative dividends, as and when declared by the Board of Directors, out of
funds legally available therefor as determined pursuant and subject to the
provisions of the Florida Business Corporation Act, at a percentage rate per
share per annum in respect of each share of Class B Preferred Stock of eight
percent (8%) of the Class B Liquidation Price (as hereinafter defined), payable
during each calendar year on such days and dates as shall to determined by the
Board of Directors of the Corporation, before any dividends shall be declared or
paid upon or set apart for the holders of shares of Class A Preferred Stock or
Common Stock. If no dividends are declared by the Board of Directors, no
dividends shall be due and payable to the holders of the shares of Class B
Preferred Stock.
Section 2. Liquidation
-----------
In the event of any liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, the holders of the shares of
Class B Preferred Stock shall be entitled to receive out of the assets of the
Corporation (whether from capital or surplus or both) an amount equal to $.25
per share of Class B Preferred Stock (the "Class B Liquidation Price"), plus
any declared and unpaid dividends (the "Class B Liquidation Amount") before
distribution shall be made to the holders of the shares of Class A Preferred
Stock or Common Stock; thereafter, the holders of the shares of Class A
Preferred Stock shall be entitled to participate ratably on a per share basis in
the distribution of the remaining assets pursuant to Section 2 of Part B of this
Article III. Upon payment in full of the Class A Liquidation Amount, the holders
of the shares of Common Stock shall be entitled to participate ratably in a per
share basis in the distribution of the remaining assets pursuant to Section 2 of
Part D of this Article III. If, upon such liquidation, dissolution or winding up
of the Corporation, the assets of the Corporation shall be insufficient to
permit the payment in full to the holders of the shares of Class B Preferred
Stock of the amount distributable as aforesaid, then the entire assets of the
Corporation shall be distributed ratably among the holders of the shares of
Class B Preferred Stock. The foregoing provisions of this paragraph shall not,
however, be deemed to require the distribution of assets among the holders of
the shares of Class B Preferred Stock, Class A Preferred Stock and Common Stock
in the event of a consolidation, merger, lease or sale, which does not in fact
result in the liquidation or winding up of the enterprise.
Section 3. Voting
------
The holders of the shares of Class B Preferred Stock shall have voting
power identical to that of the shares of Common Stock and shall vote with the
shares of Common Stock as one voting class. The holders of the shares of Class B
Preferred Stock shall have the right to participate in any meeting of the
shareholders and shall be entitled to any notice of any such meeting and shall
be considered shareholders for the purpose of any election, meeting, consent or
waiver of notice, under the provisions of airy law now in force or which may
hereafter be enacted.
4. Conversion. The holders of Class B Preferred Stock shall have the
conversion rights as follows:
a. Right to Convert. Each share of Class B Preferred Stock shall
be convertible, at the option of the holder thereof, at any time after the date
of issuance of such share, at the office of the Corporation or any transfer
agent for such stock, into one share of fully paid and nonassessable shares of
Common Stock (the "Class B Conversion Ratio"), subject to adjustment as provided
in Section 4(d) hereof.
b. Automatic Conversion. Each share of Class B Preferred Stock
shall automatically be converted in accordance with the Class B Conversion
Ratio, subject to adjustment as provided in Section 4(d) hereof, upon any
Automatic Conversion Triggering Event. The Board of Directors shall determine
whether an event or transaction or series of transactions constitute an
Automatic Conversion Triggering Event for purposes of this Section 4(b).
c. Mechanics of Conversion. Before any holder of Class B
Preferred Stock shall be entitled to convert the same into shares of Common
Stock, he shall surrender the certificate or certificates therefor, duly
endorsed, at the office of the Corporation or of any transfer agent for the
Class B Preferred Stock, and shall give written notice to the Corporation at its
principal corporate office, of the election to convert the same and shall state
therein the name or names in which the certificate or certificates for shares of
Common Stock are to be issued. The Corporation shall, as soon as practicable
thereafter, issue and deliver at such office to such holder of Class B Preferred
Stock, or to the nominee or nominees of such holder, a certificate or
certificates for the number of shares of Common Stock to which such holder shall
be entitled as aforesaid. Such conversion shall be deemed to have been made
immediately prior to the close of business on the date of such surrender of the
shares of Class B Preferred Stock to be converted, and the person or persons
entitled to receive the shares of Common Stock issuable upon such conversion
shall be treated for all purposes as the record holder or holders of such shares
of Common Stock as of such date.
d. Conversion Ratio Adjustment. In the event the Corporation
shall fix a record for the effectuation of a split or subdivision of the
outstanding shares of Common Stock or the determination of holders of Common
Stock entitled to receive a dividend or other distribution payable in additional
shares of Common Stock or other securities or rights convertible into, or
entitling the holder thereof to receive directly or indirectly, additional
shares of Common Stock (hereinafter referred to as "Common Stock Equivalents")
without payment of any consideration by such holder for the additional shares of
Common Stock or the Common Stock Equivalents (including the additional shares of
Common Stock issuable upon conversion or exercise thereof), then, as of such
record date (or the date of such distribution if no record date is fixed), the
Class B Conversion Ratio shall be appropriately decreased so that the .number of
shares of Common Stock issuable on conversion of each share of such series shall
be increased in proportion to such increase of the aggregate of shares of Common
Stock outstanding and those issuable with respect to such Common Stock
Equivalents. If the number of shares of Common Stock outstanding at any time
after the date of issuance of the Class B Preferred Stock is decreased by a
combination of the outstanding shares of Common Stock, then, following the
record date of such combination, the Class B Conversion Ratio shall be
appropriately increased so that the number of shares of Common Stock issuable on
conversion shall be decreased in proportion to such decrease in outstanding
shares. If at any time or from time to time there shall be a recapitalization of
the Common Stock (other than a subdivision, combination or merger or sale of
assets), provision shall be made so that the holders of Class B Preferred Sock
shall thereafter be entitled to receive upon conversion of their shares the
number of shares of stock or other securities or property of the Corporation or
otherwise, to which a holder of Common Stock deliverable upon conversion would
have been entitled on such recapitalization. In any such case, appropriate
adjustment shall be made in the application of this Section 4(d) with respect to
the rights of the holders of Class B Preferred Stock after the recapitalization
to the end that the provisions of this Section 4(d) (including adjustment of the
Class B Conversion Ratio then in effect) shall be applicable after that event as
nearly equivalent as may be practicable.
e. Reservation of Common Stock Issuable Upon Conversion. The
Corporation shall at all times reserve and keep available out of its authorized
but unissued shares of Common Stock, solely for the purpose of effecting the
conversion of the shares of the Class B Preferred Stock, such number of its
shares of Common Stock as shall from time to time be sufficient to effect the
conversion of all outstanding shares of the Class B Preferred Stock; and if at
any time the number of authorized but unissued shares of Common Stock shall not
be sufficient to effect the conversion of all then outstanding shares of the
Class B Preferred Stock, in addition to such other remedies as shall be
available to the holder of such Class B Preferred Stock, the Corporation will
take such corporate action as may, in the opinion of its counsel, be necessary
to increase its authorized but unissued shares of Common Stock to such number of
shares as shall be sufficient for such purposes, including, without limitation,
engaging in best effort to obtain the requisite shareholder approval of all
necessary amendments to these Articles of Incorporation.
PART D. COMMON STOCK
Section 1. Dividends
---------
Subject to the provisions of the Class A Preferred Stock set forth in
Section 1 of Part B of this Article III and the provisions of the Class B
Preferred Stock set forth in, Section 1 of Part C of this Article III, the
holder of Common Stock shall be entitled to receive dividends ratably on a per
share basis out of funds legally available therefor as determined pursuant and
subject to the provisions of the Florida Business Corporation Act at such times
and in such amounts as the Board of Directors may determine in their sole
discretion.
Section 2. Liquidation
-----------
Subject to the provisions of the Class A Preferred Stock set forth in
Section 2 of Part B of this Article III and the provisions of the Class B
Preferred Stock set forth in Section 2 of Part C of this Article III, the
holders of the Common Stock shall be entitled to participate ratably on a per
share basis in all distributions to the holders of Common Stock in any
liquidation, dissolution or winding up of the Corporation, whether voluntary or
involuntary. The foregoing provisions of this paragraph shall not, however, be
deemed to require the distribution of assets among the holders of the shares of
Common Stock in the event of a consolidation, merger, lease or sale, which does
not in fact result in the liquidation or winding up of the enterprise.
Section 3. Voting
------
Except as otherwise required by applicable law, the holders of the
Common Stock shall be entitled to one vote per share on all matters to be voted
on by the shareholders of the Corporation.
Article IV
The street address of the registered office of the Corporation is:
Suite 118
5251 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
The registered agent of the Corporation at such address is ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇. The written acceptance of the said registered agent, as required by the
provisions of Section 607.0501(3) of the Florida Business Corporation Act, is
set forth following the signature of the undersigned and is made a part of these
Amended and Restated Articles of Incorporation.
Article V.
The number of directors which shall constitute the whole Board of
Directors of the Corporation shall he determined pursuant to the Bylaws of the
Corporation as provided therein.
Article VI.
No director of the Corporation shall be personally liable to the
Corporation or its shareholders for monetary damages for breach of fiduciary
duty by such director as a director; provided however, that this Article VI
shall not eliminate nor limit the liability of a director (i) for any breach of
such director's duty of loyalty to the Corporation or its shareholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 607.0831 of the Florida Business
Corporation Act or (iv) for any transaction from which such director derived an
improper personal benefit. If the Florida Business Corporation Act is amended to
authorize corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director under the Corporation
shall be eliminated or limited to the full extent permitted by the Florida
Business Corporation Act, as so amended. No amendment to or repeal of this
Article VI shall apply to or have any effect on the liability or alleged
liability of any director of the Corporation for or with respect to any acts or
omissions of such director occurring at the time of or prior to such amendment
or repeal. Any repeal or modification of this Article VI shall not adversely
affect any right or protection of a director of the Corporation existing under
these Amended and Restated Articles of Incorporation.
Article VII
The Corporation shall, to the fullest extent permitted by the
provisions of the Florida Business Corporation Act, as the same may be amended
and supplemented, indemnify directors from and against any and all of the
expenses, liabilities, or other matters referred to in or covered by said
provisions, and the indemnification provided for herein shall not be deemed
exclusive of any other rights to which directors may be entitled under any
provision of the Bylaws, vote of shareholders or disinterested directors, or
otherwise, both as to action in his official capacity as director and as to
action in another capacity, including without limitation, as an officer or
employee of the Corporation, while serving as a director and shall continue as
to a person who has ceased to be a director and shall inure to the benefit of
the heirs, executors and administrators of such a person.
The Corporation may, to the fullest extent permitted by the provisions
of the Florida Business Corporation Act, as the same may be amended and
supplemented, indemnify any and all person whom it shall have the power to
indemnify under said provisions from and against any and all of the expenses,
liabilities, or other matters referred to in or covered by such provisions, and
the indemnification provided for herein shall not be deemed exclusive of any
other rights which those indemnified by may be entitled under any provisions of
the bylaws, vote of shareholders or disinterested directors, or otherwise, both
as to action in his official capacity as to action in another capacity whiled
holding such office and shall continue as to a person who has ceased to be an
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such person.
The foregoing amendment to and restatement of the Corporation's
Articles of Incorporation were duly adopted by written consent of the holders of
a majority of the shares of each class of the Corporation's issued and
outstanding capital stock, in accordance with the provisions of Section
607.0704, Florida Statutes, and, by operation of subsection (5) thereof, not in
contravention of the requirements of Sections 607.1003 or .1007, Florida
Statutes, the initial such consent being dated and received by the Corporation
on _____ , 2001, and the consent providing the required majority in interest
authorization for the proposed action being dated and received on _____ , 2001,
without any such consents being revoked within the intervening period.
1N WITNESS WHEREOF, the undersigned has executed these Second Amended
and Restated Articles of Incorporation on this _ day of , 2001.
-----------------------------------
President
CERTIFICATE DESIGNATING
REGISTERED AGENT
Pursuant to the provisions of Sections 48.091 and ▇▇▇.▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ TELECOMMUNICATIONS, INC., hereby designates ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, an individual resident of the State of Florida, as Its Registered Agent
for the purpose of accepting service of process within such State and designates
Suite 118, 5251 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, the business
office of its Registered Agent, as its Registered Office.
----------------------------------
President
ACKNOWLEDGMENT
I hereby accept my appointment as Registered Agent of the above named
corporation, acknowledge that I am familiar with and accept the obligations
imposed by Florida law upon that position, and agree to act in accordance with
the provisions of Sections 48.091 and 607.0505, Florida Statutes.
COMPOSITE EXHIBIT B
-------------------
IN THE CIRCUIT COURT OF THE THIRTEENTH JUDICIAL CIRCUIT
IN AND FOR HILLSBOROUGH COUNTY, FLORIDA
CIVIL DIVISION
UNITED STATES )
TELECOMMUNICATIONS, INC., )
a Florida corporation, )
)
Plaintiff, ) Case No.: 00-007248
vs. )
) Division: A
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, an individual, )
▇▇▇▇▇▇▇ ▇▇▇▇▇, an individual; )
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, an individual; )
PRIME EQUITIES GROUP, INC., a Nevada )
corporation; ▇▇▇▇ HOLDINGS, LTD., )
a Cayman Islands corporation, ▇▇▇▇▇▇▇ )
BEAM, an individual; and CAPTIVE )
ADMINISTRATORS, INC., )
a Florida corporation, )
)
Defendants, )
)
---------------------------------------------
AFFIDAVIT OF CURRENT OWNER
STATE OF FLORIDA )
)
COUNTY OF _________ )
BEFORE ME, the undersigned authority, personally appeared _________
who after having been duly sworn deposes and says that:
1. My name is _______. I am over the age of 18 and am competent
to give testimony by reason of personal knowledge to the matters stated in
this Affidavit.
2. On November 21, 1997, I acquired 840,000 shares of United
States Telecommunications, Inc.'s common stock, represented by Common Stock
Certificate Number 2241
COMPOSITE EXHIBIT "B"
and 3,360,000 shares of United States Telecommunications, Inc.'s preferred
stock, represented by Preferred Stock Certificate Number 2241.
3. A copy of each stock certificate is attached to this Affidavit
as Exhibit A.
4. I am currently the owner of such shares and they are not
subject to any lien or encumbrance.
5. I hereby agree to transfer all of my interest in the shares
to United States Telecommunications, Inc. for adequate consideration, receipt
of which is hereby acknowledged. The closing for the shares shall occur on that
date selected by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇ in their sole discretion, but not
later than December 30, 2001.
6. I hereby agree to take any further action, at United States
Telecommunications, Inc.'s expense, required in the future, necessary to vest
ownership of the shares in United States Telecommunications, Inc.
Further Affiant saith not.
Sworn to and subscribed before me this _________ day of _____________,
2001 by __________________ who is personally known to me or _____________ who
has produced_______________________ (type of I.D.) as identification (check
one) and has taken an oath.
(Signature)
(Type or Print Name)
Notary Public
My Commission Expires:
Commission No.:
IN THE CIRCUIT COURT OF THE THIRTEENTH JUDICIAL CIRCUIT
IN AND FOR HILLSBOROUGH COUNTY, FLORIDA
CIVIL DIVISION
UNITED STATES )
TELECOMMUNICATIONS, INC., )
a Florida corporation, )
)
Plaintiff, ) Case No.: 00-007248
vs. )
) Division: A
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, an individual, )
▇▇▇▇▇▇▇ ▇▇▇▇▇, an individual; )
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, an individual; )
PRIME EQUITIES GROUP, INC., a Nevada )
corporation; ▇▇▇▇ HOLDINGS, LTD., )
a Cayman Islands corporation, ▇▇▇▇▇▇▇ )
BEAM, an individual; and CAPTIVE )
ADMINISTRATORS, INC., )
a Florida corporation, )
)
Defendants, )
)
---------------------------------------------
AFFIDAVIT OF
---------------------------
STATE OF FLORIDA )
)
COUNTY OF )
------------------
BEFORE ME, the undersigned authority, personally
appeared,______________ , who after having been duly sworn deposes and says
that:
1. My name is ________________________. I am over the age of 18 and am
competent to give testimony by reason of personal knowledge to the matters
stated in this Affidavit.
2. United States Telecommunications, Inc. ("UST") was incorporated on
November 19, 1997. At the time of its incorporation, ▇▇▇▇ Holdings, Inc.
("▇▇▇▇") received shares subsequently exchanged for 840,000 shares of UST common
stock, represented by UST Common Stock
Certificate Number 2241 and 3,360,000 shares of UST preferred stock represented
by UST Preferred Stock Certificate Number 2241.
3. ▇▇▇▇ is a Cayman Islands bearer share corporation. On November
21,1997, I was the holder of the bearer share of ▇▇▇▇.
4. On November 21, 1997, pursuant to my authorization and direction and
by duly authorized corporate action, ▇▇▇▇ transferred its UST common stock and
preferred stock to __________________ .
5. Since December 7, 1997, I have not held the bearer share of ▇▇▇▇.
Further Affiant saith not.
Sworn to and subscribed before me this___day of __________, 2001 by
____________ _______________________, who is personally known to me or
_____________________, who has produced (type of I.D.) as identification (check
one) and has taken an oath.
(Signature)
. (Type or Print Name)
Notary Public
My Commission Expires:
Commission No.:
IN THE CIRCUIT COURT OF THE THIRTEENTH JUDICIAL CIRCUIT
IN AND FOR HILLSBOROUGH COUNTY, FLORIDA
CIVIL DIVISION
UNITED STATES )
TELECOMMUNICATIONS, INC., )
a Florida corporation, )
)
Plaintiff, ) Case No.: 00-007248
vs. )
) Division: A
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, an individual, )
▇▇▇▇▇▇▇ ▇▇▇▇▇, an individual; )
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, an individual; )
PRIME EQUITIES GROUP, INC., a Nevada )
corporation; ▇▇▇▇ HOLDINGS, LTD., )
a Cayman Islands corporation, ▇▇▇▇▇▇▇ )
BEAM, an individual; and CAPTIVE )
ADMINISTRATORS, INC., )
a Florida corporation, )
)
Defendants, )
)
---------------------------------------------
AFFIDAVIT OF ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
STATE OF FLORIDA )
)
COUNTY OF HILLSBOROUGH )
BEFORE ME, the undersigned authority, personally appeared ▇▇▇▇▇▇ ▇.
▇▇▇▇▇, who after having been duly sworn deposes and says that:
1. My name is ▇▇▇▇▇▇ ▇. ▇▇▇▇▇. I am over the age of 18 and am competent
to give testimony by reason of personal knowledge to the matters stated in this
Affidavit.
2. Triangle Management, Inc. received 185,600 shares of United States
Telecommunications, Inc. common stock and 742,400 shares of United State
Telecommunications, Inc. preferred stock, as represented by United States
Telecommunications, Inc. Common and
Preferred Stock Certificates listed on Exhibit 1.
3. To the best of my knowledge, no other United States
Telecommunications, Inc. shares were ever issued to Triangle Management, Inc.
Further Affiant saith not.
----------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Sworn to and subscribed before me this ___ day of ________, 2001 by
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, __________________ who is personally known to me or
________________who has produced _______________ (type of I.D.) as
identification (check one) and has taken an oath.
----------------------------
(Signature)
. (Type or Print Name)
Notary Public
My Commission Expires:
Commission No.:
ATL/792978.1
TRIANGLE MANAGEMENT SYSTEMS
CERT # 2358 C- 185,600 P- 742,400
TRANSFERRED TO CERTS CERIS COMMON PREFERRED
Triangle Management Systems 2711 2000 8000
Triangle Management Systems 2712 2000 8000
Triangle Management Systems 2713 2000 8000
Triangle Management Systems 2714 2000 8000
Triangle Management Systems 2715 2000 8000
Triangle Management Systems 2716 2000 8000
Triangle Management Systems 2717 2000 8000
Triangle Management Systems 2718 2000 8000
Triangle Management Systems 2719 2000 8000
Triangle Management Systems 2720 2000 8000
Triangle Management Systems 2721 2000 8000
Triangle Management Systems 2722 20000 80000
Triangle Management Systems 2723 20000 80000
Triangle Management Systems 2724 20000 80000
Triangle Management Systems 2725 20000 80000
Triangle Management Systems 2726 20000 80000
Triangle Management Systems 2727 20000 80000
Triangle Management Systems 2728 20000 80000
Triangle Management Systems 2729 20000 80000
Triangle Management Systems 2730 --------VOID-------------
Triangle Management Systems 2731 400 1600
Triangle Management Systems 2732 3200 12800
ATL/792978.1
IRREVOCABLE POWER OF ATTORNEY AND PROXY
The undersigned, ___________________________ and Triangle Management,
Inc., each hereby irrevocably, for the express term stated herein, make,
constitute and appoint as their true and lawful attorney-in-fact and proxy
either ▇▇▇ ▇▇▇▇ or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (each an "Agent"), to represent them or any,
assignee thereof at the regular and special meetings of shareholders of United
States Telecommunications, Inc., a Florida corporation ("U.S.
Telecommunications"), or any adjournment(s) thereof, or to take any action by
written consent in lieu of a meeting, in their capacity as the owners of record
of 4,845,000 shares of the voting common and preferred stock of U.S.
Telecommunications which are owned by them as of the date of this proxy (the
"Shares") and to vote the Shares, whether at any such meeting, by consent or
otherwise, as the Agent shall determine. This power of attorney and proxy shall
be effective immediately and shall expire November 18, 2001 and prior thereto
shall be irrevocable.
All acts performed by the undersigned's attorney-in-fact pursuant to
the authority herein granted shall have the same effect on and shall inure to
the benefit of and bind the undersigned and their assigns as though each such
act was performed by them; and no person dealing with the undersigned's named
attorney-in-fact and proxy shall be required to determine whether the powers
herein granted have been modified or terminated.
The undersigned confirms and acknowledges that this power of attorney
and proxy are coupled with an interest in that the undersigned has agreed to
sell the said 4,845,000 Shares to U.S. Telecommunications and that the Agents
are either employees or directors of U.S. Telecommunications. The undersigned
further ratifies and confirms all that their named attorney shall lawfully do or
cause to be done by virtue of this authorization. Facsimile signatures shall be
effective for purposes of this Agreement.
This document was executed on May 18, 2001.
_______________________
By:_______________________
(Print Name):_______________________
Its:_______________________
TRIANGLE MANAGEMENT, INC.
By:_______________________
(Print Name):_______________________
Its:_______________________
ATL/792978.1
PROMISSORY NOTE
$50,000 Tampa, Florida
May 21, 2001
FOR VALUE RECEIVED, the undersigned, Captive Administrators, Inc.
("Maker") promises to pay to the order of United States Telecommunications, Inc.
at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ or elsewhere as
directed from time to time in writing by the holder hereof, the principal sum of
Fifty Thousand Dollars ($50,000.00). This Note shall not bear interest.
The principal of this Note shall be due and payable on May 27, 2002.
Each payment and prepayment by Makers of principal or interest
hereunder shall be made in such coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private
debt.
Maker shall have the right to prepay this Note in whole or in part at
anytime without any additional compensation being due and payable to holder
because of the prepayment.
Each Maker, endorser, guarantor, surety and other party liable for the
payment of any sum or sums due or to become due under the terms of this Note,
waives the right of exemption under the laws of the State of Florida and waives
presentment, protest and demand, notice of protest, demand and of dishonor and
non-payment, of this Note, and consents that the holder shall have the right,
without notice, to deal in any way at any time with any party hereto, or to
grant any extension or extensions of time for payment of any of the indebtedness
or any other indulgences or forbearances whatsoever, or may release or partially
release any of the security for this Note or any such Maker, endorser,
guarantor, surety or other party without in any way affecting the liability of
any other party for the payment of this Note.
Each Maker, endorser, guarantor, surety and other party liable for the
payment of any sum or suns due or to become due under the terms of this Note,
further agrees, jointly and severally, to pay all attorneys', paralegals' and
expert witness fees and costs (1) in case the principal of this Note or any
payment on the principal or any interest thereon is not paid at the respective
maturity thereof, and (2) which are necessary to protect the security for this
Note, hereof, whether suit, be brought or not. All such fees and costs include,
but are not limited to, those incurred at any pre-litigation attempts to settle
the matter, at any mediation, at any arbitration, at any appellate level, and in
any bankruptcy proceeding, including any bankruptcy proceeding wherein the
holder is attempting to lift any automatic stays.
ATL/792978.1
Each Maker, endorser, guarantor, surety or other party in any
litigation (whether or not arising out of or relating to this Note or such other
obligations) in which the holder and any of them shall be adverse parties,
waives trial by jury and the right or privilege to be sued elsewhere and
consents to be sued in Hillsborough County, Florida.
Captive Administrators, Inc.
a Florida corporation
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
--------------------------
as its President
(AFFIX CORPORATE SEAL HERE)
IRREVOCABLE POWER OF ATTORNEY AND PROXY
The undersigned, _____________________ and Triangle Management, Inc.,
each hereby irrevocably, for the express term stated herein, make, constitute
and appoint as their true and lawful attorney-in-fact and proxy either ▇▇▇ ▇▇▇▇
or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (each an "Agent"), to represent them or any assignee thereof
at the regular and special meetings of shareholders of United States
Telecommunications, Inc. a Florida corporation ("U.S. Telecommunications"), or
any adjournment(s) thereof, or to take any action by written consent in lieu of
a meeting, in their capacity as the owners of record of 4,845,000 shares of the
voting common and preferred stock of U.S. Telecommunications which are owned by
them as of the date of this proxy (the "Shares") and to vote the Shares, whether
at any such meeting, by consent or otherwise, as the Agent shall determine. This
power of attorney and proxy shall be effective immediately and shall expire
November 18, 2001 and prior thereto shall be irrevocable.
All acts performed by the undersigned's attorney-in-fact pursuant to
the authority herein granted shall have the same effect on and shall inure to
the benefit of and bind the undersigned and their assigns as though each such
act was performed by them; and no person dealing with the undersigned's named
attorney-in-fact and proxy shall be required to determine whether the powers
herein granted have been modified or terminated.
The undersigned confirms and acknowledges that this power of attorney
and proxy are coupled with an interest in that the undersigned has agreed to
sell the said 4,845,000 Shares to U.S. Telecommunications and that the Agents
are either employees or directors of U.S. Telecommunications. The undersigned
further ratifies and confirms all that their named attorney shall lawfully do or
cause to be done by virtue of this authorization. Facsimile signatures shall be
effective for purposes of this Agreement.
This document was executed on May 21 [/s/JC], 2001.
_______________________
By:_______________________
(Print Name):_______________________
Its:_______________________
TRIANGLE MANAGEMENT, INC.
By:/s/ ▇▇▇▇▇▇ ▇▇▇▇▇
_______________________
(Print Name): ▇▇▇▇▇▇ ▇▇▇▇▇
_______________________
Its: President
_______________________
IN THE CIRCUIT COURT OF THE THIRTEENTH JUDICIAL CIRCUIT
IN AND FOR HILLSBOROUGH COUNTY, FLORIDA
CIVIL DIVISION
UNITED STATES )
TELECOMMUNICATIONS, INC., )
a Florida corporation, )
)
Plaintiff, )
) Case No.: 00-007248
vs. )
) Division: A
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, an individual, )
▇▇▇▇▇▇▇ ▇▇▇▇▇, an individual; )
▇▇▇▇▇▇ TRACKER, as individual; )
PRIME EQUITIES GROUP, INC., a )
Nevada corporation; ▇▇▇▇ HOLDINGS, )
LTD., a Cayman Islands corporation, )
▇▇▇▇▇▇▇ ▇▇▇▇, an individual; and )
CAPTIVE ADMINISTRATORS, INC., )
a Florida corporation, )
)
Defendants, )
)
-----------------------------------------------------
AFFIDAVIT OF ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
STATE OF FLORIDA )
)
COUNTY OF HILLSBOROUGH )
BEFORE ME, the undersigned authority, personally appeared ▇▇▇▇▇▇ ▇.
▇▇▇▇▇, who after having been duly sworn deposes and says that:
1. My name is ▇▇▇▇▇▇ ▇. ▇▇▇▇▇. I am over the age of 18 and am competent
to give testimony by reason of personal knowledge to the matters stated in this
Affidavit.
2. Triangle Management, Inc. received 185,600 shares of United States
Telecommunications, Inc. common stock and 742,400 shares of United States
Telecommunications, Inc. preferred stock, as represented by United States
Telecommunications, Inc. Common and Preferred Stock Certificates listed on
Exhibit 1.
3. To the best of my knowledge, no other United States
Telecommunications, Inc. shares were ever issued to Triangle Management, Inc.
Further Affiant saith not.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Sworn to and subscribed before me this ________ day of
____________________, 2001 by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇,_______ who is personally known to
me or _______X__________ who has produced _________________________ (type of
I.D.) as identification (check one) and has taken an oath.
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------
(Signature)
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
----------------
(Type or Print Name)
Notary Public [stamp impression]
My Commission Expires: June 17,
2002
Commission No.:cc781923
TRIANGLE MANAGEMENT SYSTEMS
CERT # 2358 C-185,600 P-742,400
TRANSFERRED TO CERTS CERTS # COMMON PREFERRED
Triangle Management Systems 2711 2000 8000
Triangle Management Systems 2712 2000 8000
Triangle Management Systems 2713 2000 8000
Triangle Management Systems 2714 2000 8000
Triangle Management Systems 2715 2000 8000
Triangle Management Systems 2716 2000 8000
Triangle Management Systems 2717 2000 8000
Triangle Management Systems 2718 2000 8000
Triangle Management Systems 2719 2000 8000
Triangle Management Systems 2720 2000 8000
Triangle Management Systems 2721 2000 8000
Triangle Management Systems 2722 20000 80000
Triangle Management Systems 2723 20000 80000
Triangle Management Systems 2724 20000 80000
Triangle Management Systems 2725 20000 80000
Triangle Management Systems 2726 20000 80000
Triangle Management Systems 2727 20000 80000
Triangle Management Systems 2728 20000 80000
Triangle Management Systems 2729 20000 80000
▇▇▇▇▇▇▇ ▇. ▇▇▇▇ and/or ▇▇▇▇ ▇. Beam 2730 -----------VOID-----------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇ and/or ▇▇▇▇ ▇. Beam[STRUCK
THROUGH] 2731[STRUCK THROUGH] 400 1600
Triangle Management Systems 2732 3200 12800
IN THE CIRCUIT COURT OF THE THIRTEENTH JUDICIAL CIRCUIT
IN AND FOR HILLSBOROUGH COUNTY, FLORIDA
CIVIL DIVISION
UNITED STATES )
TELECOMMUNICATIONS, INC., )
a Florida corporation, )
)
Plaintiff, )
) Case No.: 00-007248
vs. )
) Division: A
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, an individual, )
▇▇▇▇▇▇▇ ▇▇▇▇▇, an individual; )
▇▇▇▇▇▇ TRACKER, as individual; )
PRIME EQUITIES GROUP, INC., a )
Nevada corporation; ▇▇▇▇ HOLDINGS, )
LTD., a Cayman Islands corporation, )
▇▇▇▇▇▇▇ ▇▇▇▇, an individual; and )
CAPTIVE ADMINISTRATORS, INC., )
a Florida corporation, )
)
Defendants, )
)
-----------------------------------------------------
AFFIDAVIT OF ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
STATE OF FLORIDA )
)
COUNTY OF HILLSBOROUGH )
BEFORE ME, the undersigned authority, personally appeared ▇▇▇▇▇▇ ▇▇▇▇▇,
who after having been duly sworn deposes and says that:
1. My name is ▇▇▇▇▇▇ ▇▇▇▇▇. I am over the age of 18 and am competent to
give testimony by reason of personal knowledge to the matters stated in this
Affidavit.
2. United States Telecommunications, Inc. ("UST") was incorporated on
November 19, 1997. At the time of its incorporation, ▇▇▇▇ Holdings, Inc.
("▇▇▇▇") received shares subsequently exchanged for 840,000 shares of UST common
stock, represented by UST Common Stock
Certificate Number 2241 and 3,360,000 shares of UST preferred stock represented
by UST Preferred Stock Certificate Number 2241.
3. ▇▇▇▇ is a Cayman Islands bearer share corporation. On November
21,1997, I was the holder of the bearer share of ▇▇▇▇.
4. On November 21, 1997, pursuant to my authorization and direction and
by duly authorized corporate action, ▇▇▇▇ transferred its UST common stock and
preferred stock to ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
5. Since December 7, 1997, I have not held the bearer share of ▇▇▇▇.
Further Affiant saith not.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
(signed on wrong line in error)
-------------------------------
Sworn to and subscribed before me this 20th day of May, 2001
by ▇▇▇▇▇▇ ▇▇▇▇▇, who is personally known to me or ________ who has produced
_________________________ (type of I.D.) as identification (check one) and has
taken an oath.
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇
----------------
(Signature)
▇▇▇▇▇▇ ▇▇▇▇▇
------------
(Type or Print Name)
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Notary Public ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
My Commission Expires: 6/18/2002
Commission No.: cc752532
[stamp impression]
▇▇▇▇▇ LIST
▇▇▇▇▇▇
Intercontinental Brokers, Inc.
Pasha Holding Corp.
Inze
Prime
Colorado State Bank (Letter)
▇▇▇▇▇▇▇
▇▇▇▇▇
Beam
▇▇▇▇▇
Capital Funds Administrators
Telcom Plus, Inc.
Telcom Plus Calif.
Telcom Plus West
Telcom Plus Miami
Telcom Plus East
▇▇▇▇▇ ▇▇▇▇▇▇
UST Formation
Pollora
Quantum Law Inc.
Independent Sales Organizations
Literature Productions
Sale of Units
Corporate Records
Trinity Alliance Inc.
▇▇▇▇▇▇
▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇
WRITTEN CONSENT
OF THE SHAREHOLDERS OF
UNITED STATES TELECOMMUNICATIONS, INC.
--------------------------
The undersigned, a holder of outstanding voting securities of United
States Telecommunications, Inc., a Florida corporation (the "Corporation"),
acting pursuant to Section 647.0704(1), Florida Statutes, hereby executes this
instrument to evidence his, her or its consent to the adoption of, and hereby
adopts, the following resolutions and directs that this written consent be filed
with the minutes of the proceedings of the shareholders of the Corporation;
WHEREAS, the shareholders deem it to be in the best interests of the
Corporation to amend and restate the Corporation's Amended and Restated Articles
of Incorporation (the "Articles") to (i) increase the number of authorized
shares of Corporation's common stock (the "Common Stock") from 100,000,000
shares to 300,000,000 shares, (ii) provide for a non-cumulative stated dividend
rate on the shares of Class A convertible preferred stock (the "Class A
Preferred Stock") of 8% per annum, (iii) provide for certain optional arid
mandatory conversion rights for the shares of Class A Preferred Stock whereby
such shares would be convertible into shares of Common Stock and (vi) designate
a new class of preferred stock, the Class B convertible preferred stock, par
value $0.0001 per share (the "Class B Preferred Stock'), which would have senior
dividend and liquidation rights to the Class A Preferred Stock; and
WHEREAS, the shareholders desire to adopt and approve the form of the
Second Amended and Restated Articles of Incorporation attached hereto as Exhibit
A (the "Second Amended and Restated Articles").
NOW THEREFORE, BE IT RESOLVED, that the undersigned shareholders hereby
acknowledge, approve, confirm and adopt the Second Amended and Restated Articles
substantially in the form attached hereto as Exhibit A;
FURTHER RESOLVED, that the appropriate officers be, and each hereby is,
authorized and empowered, in the name and on behalf of the Corporation, to
execute, deliver, file and record the Second Amended and Restated Articles with
the Secretary of State of the State of Florida and to take any and all further
action, as they or any of them, may deem necessary or appropriate to effectuate
fully the purposes of the foregoing resolutions; and
FURTHER RESOLVED, that those resolutions may be adopted by the written
consent of the Corporation's shareholders, which may be executed in one or more
counterparts, each of which may be deemed an original, and that all of such
counterparts, when taken together shall constitute one and the same written
consent of all executing shareholders.
Effective as of this ____ day of May, 2001.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇. No. of Shares
-------------------------------------------------------- of Common Stock
(Signature of Individual Shareholder) Owned
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇. No. of Shares
-------------------------------------------------------- of Class A
(Printed Name of Individual Shareholder) Preferred Stock
Owned
-------------------------------------------
(Signature of Joint Shareholder, if any)
-------------------------------------------
(Printed Name of Joint Shareholder, if any)
No. of Shares
----------------------------------------------------------- of Common Stock
(Printed Name of Entity Shareholder) Owned
By: No. of Shares
-------------------------------------------------------- of Class A
(Signature of Authorized Representative of Preferred Stock
Entity Shareholder) Owned
(Printed Name and Title of Authorized
Representative of Entity Shareholder)
IRREVOCABLE POWER OF ATTORNEY AND PROXY
The undersigned, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇. and Triangle Management, Inc.,
each hereby irrevocably, for the express term stated herein, make, constitute
and appoint as their true and lawful attorney-in-fact and proxy either ▇▇▇ ▇▇▇▇
or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (each an "Agent"), to represent them or any assignee thereof
at the regular and special meetings of shareholders of United States
Telecommunications, Inc. a Florida corporation ("U.S. Telecommunications"), or
any adjournment(s) thereof, or to take any action by written consent in lieu of
a meeting, in their capacity as the owners of record of 4,845,000 shares of the
voting common and preferred stock of U.S. Telecommunications which are owned by
them as of the date of this proxy (the "Shares") and to vote the Shares, whether
at any such meeting, by consent or otherwise, as the Agent shall determine. This
power of attorney and proxy shall be effective immediately and shall expire
November 18, 2001 and prior thereto shall be irrevocable.
All acts performed by the undersigned's attorney-in-fact pursuant to
the authority herein granted shall have the same effect on and shall inure to
the benefit of and bind the undersigned and their assigns as though each such
act was performed by them; and no person dealing with the undersigned's named
attorney-in-fact and proxy shall be required to determine whether the powers
herein granted have been modified or terminated.
The undersigned confirms and acknowledges that this power of attorney
and proxy are coupled with an interest in that the undersigned has agreed to
sell the said 4,845,000 Shares to U.S. Telecommunications and that the Agents
are either employees or directors of U.S. Telecommunications. The undersigned
further ratifies and confirms all that their named attorney shall lawfully do or
cause to be done by virtue of this authorization. Facsimile signatures shall be
effective for purposes of this Agreement.
This document was executed on May 18, 2001.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
----------------------------------
By:
(Print Name):▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇..
---------------------
Its:
TRIANGLE MANAGEMENT, INC.
By:
(Print Name):
Its:
IN THE CIRCUIT COURT OF THE THIRTEENTH JUDICIAL CIRCUIT
IN AND FOR HILLSBOROUGH COUNTY, FLORIDA
CIVIL DIVISION
UNITED STATES )
TELECOMMUNICATIONS, INC., )
a Florida corporation, )
)
Plaintiff, )
) Case No.: 00-007248
vs. )
) Division: A
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, an individual, )
▇▇▇▇▇▇▇ ▇▇▇▇▇, an individual; )
▇▇▇▇▇▇ TRACKER, as individual; )
PRIME EQUITIES GROUP, INC., a )
Nevada corporation; GIRT HOLDINGS, )
LTD., a Cayman Islands corporation, )
▇▇▇▇▇▇▇ ▇▇▇▇, an individual; and )
CAPTIVE ADMINISTRATORS, INC., )
a Florida corporation, )
)
Defendants, )
)
--------------------------------------------------
AFFIDAVIT OF CURRENT OWNER
STATE OF FLORIDA )
)
COUNTY OF HILLSBOROUGH )
BEFORE ME, the undersigned authority, personally appeared ▇▇▇▇▇▇ ▇.
▇▇▇▇▇, ▇▇. who after having been duly sworn deposes and says that:
1. My name is ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇.. I am over the age of 18 and am
competent to give testimony by reason of personal knowledge to the matters
stated in this Affidavit.
2. On November 21, 1997, I acquired 840,000 shares of United States
Telecommunications, Inc.'s common stock, represented by Common Stock Certificate
Number 2241 and 3,360,000 shares of United States Telecommunications, Inc.'s
preferred stock, represented by Preferred Stock Certificate Number 2241.
3. A copy of each stock certificate is attached to this Affidavit as
Exhibit A.
4. I am currently the owner of such shares and they are not subject to
any lien or encumbrance.
5. I hereby agree to transfer all of my interest in the shares to
United States Telecommunications, Inc. for adequate consideration, receipt of
which is hereby acknowledged. The closing for the shares shall occur on that
date selected by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇ in their sole discretion, but not
later than December 30, 2001.
6. I hereby agree to take any further action, at United States
Telecommunications, Inc.'s expense, required in the future, necessary to vest
ownership of the shares in United States Telecommunications, Inc.
Further Affiant saith not.
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇.
-------------------
C400-495-28-230-0
Sworn to and subscribed before me this 22nd day of May, 2001 by ▇▇▇▇▇▇
▇. ▇▇▇▇▇, ▇▇. who is personally known to me or ____X___ who has produced Florida
D/L (type of I.D.) as identification (check one) and has taken an oath.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------
(Signature)
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------
(Type or Print Name)
Notary Public
My Commission Expires: 6/18/2002
Commission No.: cc752532
[stamp impression]
RATIFICATION AND CONSENT TO ENDORSEMENT
I, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇., hereby ratify and consent to the endorsement
by my son, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, of United States Telecommunications, Inc. ("UST")
Stock Certificate Number 2241, representing 840,000 shares of UST Common Stock
and UST Stock Certificate Number 2241, representing 3,360,000 shares of UST
Preferred Stock. My son, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, was authorized to endorse such shares
on my behalf and to deliver them to UST on May 21, 2001.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇..................
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇. C-400-495-28-230-0
Sworn to and subscribed before me this 22nd day of May, 2001 by ▇▇▇▇▇▇
▇. ▇▇▇▇▇, ▇▇., ______ who is personally known to me or ___X_____ who has
produced Florida D/L (type of I.D.) as identification (check one) and has taken
an oath.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------
(Signature)
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------
(Type or Print Name)
Notary Public
My Commission Expires: 6/18/2002
Commission No.: cc752532
[stamp impression]
RELEASE
I, ▇▇▇▇▇ ▇▇▇▇▇, hereby release and discharge ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, from and
against any and all actions, obligations, debts, losses in revenue, damages,
costs, dues, claims, choses in action and demands of every kind or nature, known
or unknown, which he had, now has, or may have based on, arising out of, or
relating to any act, omission, transaction, event or circumstance occurring on
or before the date of this Release.
21 May 2001 /s/ ▇▇▇▇▇ ▇▇▇▇▇
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Date ▇▇▇▇▇ ▇▇▇▇▇