Amendment to Annual Report — Small Business — Form 10-KSB
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10KSB/A Form 10KSB Amendment 41 173K
2: EX-2 Exhibit 2.1 Asset Purchase Agreement 12 50K
3: EX-2 Exhibit 2.2 Asset Purchase Agreement 11 45K
4: EX-2 Exhibit 2.3 Letter of Intent 4 20K
5: EX-2 Exhibit 2.4 Agreement of Reorganization 11 45K
6: EX-2 Exhibit 2.6 Asset Purchase Agreement 11 42K
7: EX-2 Exhibit 2.7 Letter of Intent 4 21K
8: EX-2 Exhibit 2.8 Letter of Intent 4 21K
9: EX-4 Exhibit 4.1 Registration Rights Agreement 10 46K
11: EX-4 Exhibit 4.3 Wireless Convertible Debenture 10 38K
10: EX-4 Form 4.2 Common Stock Purchase Warrant 13 51K
12: EX-10 Exhibit 10.2 Agreement Purchase & Sale of Stock 8 35K
13: EX-10 Exhibit 10.3 Securities Purchase Agreement 19 95K
14: EX-10 Exhibit 10.4 Asset Purchase Agreement 13 46K
15: EX-10 Exhibit 10.5 Asset Purchase Agreement 11 43K
16: EX-31 Exhibit 31.1 Certificate 2± 12K
17: EX-31 Exhibit 31.2 Certificate 2± 12K
EX-2 — Exhibit 2.3 Letter of Intent
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Exhibit 2.3
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WIRELESS 104 West Callaghan
FRONTIER INTERNET P.O. Box 778
Fort Stockton, TX 79735
Office: 915.336.0336
Fax: 915.336.0441
May 7, 2003
Mr. Jay Knabb, President
Mr. Alex Gonzalez, CEO
Wireless Frontier Internet
P O Box 778
Fort Stockton TX 79735
Dear Jamie Velasco:
We have enjoyed working. with you on this exciting opportunity. We are pleased
to present this letter of intent confirming my interest regarding the purchase
of all the outstanding stock of US Mex Communications and West Texas Horizons
("US Mex" or "you") by Wireless Frontier Interact, Inc. ("Wife" of "we") or an
affiliate. We believe that Wifi represents an excellent opportunity for you as
well as the employees and customers o f US Mex, and we want to work with you to
close this transaction expeditiously.
I have outlined the key terms of our proposal:
1. The Acquisition: At the closing (the "Closing") we will pay selling
stockholders 13,791 in Free Trading Stock and 41,375 in rule 144 shares
of WiFi in exchange for 100% of the capital stock of US Mex delivered
free and clear of any liens and encumbrances ("the Transaction"). At
the closing, without giving effect to the issuance of such 100 shares,
the outstanding capital stock of US Mex will consist of shares of
common stock, shares of non-voting common stock, and shares of Series A
Preferred Stock. US Max and its Shareholders and WiFi will each
negotiate in good faith and sign a definitive stock purchase agreement
(the "Definitive Agreement") and other documentation required in
connection with the implementation of the terms of this letter of
intent. Our understanding of your business in based on financial
information provided during our discussions and in writing to US Mex by
the Company including approximately $855,712.85 of reported recurring
annual revenue for the year to date period ended 2002.
2. Escrow: At closing, we will Deliver 25% of the purchase price in freely
tradable WiFi securities, to be held for a period of 30 days from the
Closing date, after which time they may be traded on the open market
3. Conditions to Closing: The Closing of the acquisition will be subject to:
a. Satisfactory completion of Wifi due diligence review of US Mex
including, but not limited to, a complete financial audit and legal
review of all contracts, leases and other relevant documents.
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WIRELESS 104 West Callaghan
FRONTIER INTERNET P.O. Box 778
Fort Stockton, TX 79735
Office: 915.336.0336
Fax: 915.336.0441
b. Completion of a mutually acceptable Definitive Agreement and
supporting documentation. The parties except that the Definitive
Agreement will contain, among other things, customary closing
conditions, representations, warranties and indentures with respect
to US Max and customary intellectual property representations,
warranties and indemnities covering all software currently in use by
the US Mex.
c. Approval by WiFi board of directors to enter into a stock purchase
agreement on substantially the terms agreed to in this letter of
intent.
d. Approval by US Mex board of directors to enter a stock purchase
agreement on substantially the terms agreed to in this letter of
intent, approval of US Mex stockholders, and approval and consents
of any required third party necessary to consummate the Transaction.
3. Agreement with Management: We will enter into management agreements
with Jaime Velasco for a 24 month term, providing for $72,000 in salary
and employee stock options. In addition to salary, the agreements will
provide for, among other things, standard vacation time given to WiFi
employees, expense reimbursement and a non-compete clause (lasting for
the term of the employment agreement, plus two years after the
termination of the employment agreement). In addition, the employee
will be eligible for annual bonuses, based upon the achievement of
agreed upon objectives over the course of the year. The contracts will
also include participation in WiFi's employee stock option program.
4. Employees: Based on our discussions, it is our exception that all current
US Mex employees will become employees of WiFi. All current employees of
US Max will be required to execute an employee agreement to include a
non-disclosure provision.
5. Anticipated Timing: US Mex and WiFi will be prepared to sign the
definitive agreement as promptly as possible and to close the acquisitions
as soon as all conditions to such closing contained in the Definitive
Agreement an met approximately 6 weeks after the signing of the letter.
6. Certain Representations and Warranties: you represent that Jaime
Velasco owns approximately 100% of the shares of Said companies and are
authorized to enter into this agreement. You represent that no broker
or finder has induced you to enter into this transaction. You also
represent that entering into this letter of intent and the Transaction
will not interfere with any contractual or other obligations to any
third party and you unconditionally agree to indemnify WIFI its
officers, directors and agents against all
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WIRELESS 104 West Callaghan
FRONTIER INTERNET P.O. Box 778
Fort Stockton, TX 79735
Office: 915.336.0336
Fax: 915.336.0441
liabilities, claims or expenses, including reasonable attorneys fees,
related to any breach of the representations contained in this paragraph.
7. No Discussions and Non-Disclosure: As we will expending a great deal of
time and expense to close the Transaction as quickly as possible, you
agree that you will work with WiFi on an exclusion basis through (the
Exclusion Period") and will not discuss or encourage the sale and
investment US Mex business with any other party. In addition, you agree
that you will not disclose confidential information regarding WiFi or its
operations, or the status and terms of our negotiations during the
Exclusive Period. We both mutually agree that we are bound by the mutual
non-disclosure agreement previously signed and that all information
related to the terms of this agreement and the existence of this agreement
are considered confidential.
8. Effect of Execution: By executing this letter of intent each party
confirms the intentions as specified herein. However, except for
paragraphs 7, 8, and 9 in this letter of intent is not and is not
intended to constitute a contract or an offer to enter into a contract,
nor is it intended to be binding upon the parties or upon any other
person or person or to create any legal or equitable obligations or
rights. The other provisions of this letter of intent will be the
Definitive Agreement with respect to the Transaction on or before. No
party shall rely on any oral representation of this letter of intent.
This letter of intent shall be interpreted and enforced under the laws
of the State of TEXAS.
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WIRELESS 104 West Callaghan
FRONTIER INTERNET P.O. Box 778
Fort Stockton, TX 79735
Office: 915.336.0336
Fax: 915.336.0441
Please countersign a copy of this letter to indicate your general agreement with
terms outlined above. This letter of intent will expire on, if not countersigned
and returned by 5:00pm (central time) on that date.
Sincerely,
/s/ Jay Knabb
Wireless Frontier Internet, Inc.
Jay Knabb, President
ACCEPTED AND AGREED TO BY:
US MEX COMMUNICATIONS, INC.
BY: /s/ Jamie R. Valasco /s/ Jaime R. Velasco
Jaime R. Velasco, President Jaime R. Velasco, President
US-MEX Communications inc West Texas Horizons
Date Date
Dates Referenced Herein and Documents Incorporated by Reference
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