Challenger Powerboats, Inc. – ‘8-K’ for 5/8/02

On:  Wednesday, 5/8/02   ·   For:  5/8/02   ·   Accession #:  1114908-2-5   ·   File #:  0-30914

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                        11     42K 
 2: EX-1        Executive Summary                                     11     48K 

8-K   —   Current Report
Document Table of Contents

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 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) 
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report: May 7, 2002       
 COMMISSION FILE NUMBER: 333-30914

XTREME WEBWORKS 
--------------------------------------------------------------- 
(Exact name of small business issuer as specified in its charter) 

Nevada                                       88-0394012   
----------------------------------------            --------------------        
(State or other jurisdiction of                     (I.R.S. Employer            
incorporation or organization)                     Identification No.)        

8100 West Sahara Avenue, Suite 200                                          
Las Vegas, Nevada                                   89117           
----------------------------------------            --------------------        
(Address of principal executive offices)                (Zip Code)              

 N/A
 ---------------------------------------------------------------
 (Former name, former address and former fiscal year, if changed
 since last report.)

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Item 2. Aquistion                                                               
-----------------                                                               
On April 26, 2002, Xtreme Webworks signed an acquisition agreement with         
Waste Renewal Systems, Inc. a privately held Nevada corporation. A copy         
of the Acquistion Agreement is filed as an exhibit herewith. A copy of          
the Executive Summary is filed as attachment Exhibit EX-1.                      

EXHIBITS                                                                        
--------                                                                        
1. Executive Summary - Exhibit EX-1                                             
2. Acquisition Agreement                                                        

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ACQUISITION AGREEMENT                                                           

Agreement dated as of April 26, 2002 between Xtreme Webworks, a Nevada          
corporation ("Xtreme/Buyer") in behalf of its shareholders, and Waste           
Renewal Systems, Inc., a Nevada corporation ("Waste/Seller") on behalf          
of its shareholders.                                                            

The parties wish to provide for Wastes sale of the Shares to Xtreme and         
Xtremes purchase of the Shares from the Waste on the terms and                  
conditions of this Agreement.                                                   

The parties agree as follows:                                                   

1. The Acquisition.                                                             

1.1  Purchase and Sale Subject to the terms and conditions of  this       
Agreement, at the closing to be held as provided in Section 2, Seller           
shall exchange the Shares to Xtreme, and Xtreme shall exchange the              
Shares from Waste, free and clear of all Encumbrances.                          

1.2  Purchase Price. Purchaser will exchange 5,000,000 shares of its      
restricted common stock for each share representing all of the issued           
and outstanding original capital stock of ownership interest of Waste.          
It is anticipated that this transaction will be a non-taxable event             
under Rule 368 of the IRS Codes and that if not, the tax will be paid           
by the shareholders of Waste.                                                   

2. The Closing.                                                                 

2.1  Place and Time. The closing of the sale and purchase of the          
Shares (the "Closing") shall take place at the offices of Xtreme                
Webworks, Las Vegas, NV, no later than the close of business (Las Vegas,        
time) on 4/25/02, or at such other place, date and time as the parties          
may agree in writing.                                                           

2.2  Deliveries by Waste. At the Closing, Waste shall deliver the         
following to Xtreme:                                                            

(a) Certificates representing the Shares, duly for transfer to Xtreme     
and accompanied by and applicable stock transfer tax stamps; Waste shall        
cause Xtreme to change those certificates for and to deliver to Waste at        
the Closing, certificates representing the Shares registered in the names       
of Xtreme (with any legend or other reference to any Encumbrance).              

(b) The document contemplated by Section 3.                               

(c) All other documents, instruments and writings required by this        
Agreement to be delivered by Waste at the Closing and any other documents       
or records relating to Wastes business reasonably requested by Xtreme in        
connection with this Agreement including but not limited to all licenses        
and assignment agreements.                                                      

2.3 Deliveries by Xtreme.                                                 

At the Closing, Xtreme shall deliver the following to Waste:                    

(a) The shares as contemplated by section 1.                              

(b) The documents contemplated by section 4.                              

(c) All other documents, instruments and writings required by             
this Agreement to be delivered by Xtreme at the Closing.                  

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3. Conditions to Xtremes Obligations                                            

The obligations of Xtreme to effect the Closing shall be subject to the         
satisfaction at or prior to the Closing of the following conditions, any        
one or more of which may be waived by Xtreme:                                   

3.1 Representations, Warranties and Agreements.                           

(a)The representations and warranties of Waste set forth in this        
Agreement shall be true and complete in all material respects as of the         
Closing Date as though made at such time, (b) Waste shall have performed        
and compiled in all material respects with the agreements contained in          
this Agreement required to be performed and compiled with by it at or           
prior to the Closing and (c) Xtreme shall have received certificates            
to that effect signed by authorized representatives of Waste.                   

3.2 Resignation of Directors.                                             

There shall be three(3)directors of Xtreme Webworks and its Subsidiaries        
whose resignations shall take effect at the closing requested by Waste          
and approved by Xtreme.                                                         

4. Conditions to Wastes Obligations.                                            

The obligations of Waste to effect the Closing shall be subject to the          
satisfaction at or prior to the Closing of the following conditions,any         
one or more of which may be waived by Waste:                                    

4.1 Representations, Agreements, Releases, Licensing of Intellectual      
Properties.All duties or obligations to the release from Bach-Hauser,Inc.       
as reflected in documents made apart as (Exhibit A)in this agreement.           

(a)The representations and warranties of Xtreme set forth in this       
Agreement shall be true and complete in all material respects as of the         
Closing Date as though made at such time,(b) Xtreme shall have performed        
and compiled in all material respects with the agreements contained in          
this Agreement required to be performed and compiled with by it prior to        
or at the Closing and(c)Waste shall have received a certificate to that         
effect signed by an officer of Xtreme.                                          

5. Representations and Warranties of Waste                                      

Waste represents and warrants to Xtreme that, to the Knowledge of Waste         
(which limitation shall not apply to Section 5.3), and except as set forth      
in the Disclosure Letter:                                                       

5.1 Organization of Waste. Authorization. Waste is a corporation duly     
organized, validly existing and in good standing under the laws of Nevada       
with full corporate power and authority to execute and deliver this             
Agreement and to perform its obligations hereunder.The execution,delivery       
and performance of this Agreement have been duly authorized by all              
necessary corporate action of Waste and this Agreement constitutes a            
valid and binding obligation of Waste, enforceable against it in                
accordance with its terms.                                                      

5.2 Conflict as to Waste. Neither the execution and delivery of this      
Agreement nor the performance of Xtremes obligations hereunder will (a)         
violate any provision of the certificate of incorporation or by-laws of         
Waste or (b) violate any statute or law or any judgment, decree, order,         
regulation or rule of any court or other Governmental Body applicable           
to Waste.                                                                       

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5.3 Ownership of Share. The exchange of certificates to Xtreme and the    
exchange to Waste will result in Xtremes immediate acquisition of record        
and beneficial ownership of the Shares,free and clear of all Encumbrances.      
There are no outstanding options,rights,conversion rights,agreements or         
commitments of any kind relating to the issuance,sale or transfer of any        
Equity Securities or other securities of Waste.                                 

Title to Properties.Either Waste or one of its Subsidiaries owns all the        
material properties and assets that they purport to own (real, personal         
and mixed, tangible and intangible), including, without limitation, all         
the material properties and assets reflected in the Balance sheet (except       
for property sold since the date of the Balance sheet in the ordinary           
course of business or leased under capitalized leases), and all the             
material properties and assets purchased or otherwise acquired by Waste         
Renewal Systems, Inc., or any of its Subsidiaries since the date of the         
Balance Sheet.                                                                  

Buildings,Plants and Equipment.The buildings,plants,structures and              
material items of equipment and other personal property owned or leased         
by Waste Renewal Systems, Inc., or its Subsidiaries are, in all respects        
material to the Business or financial condition of Waste Renewal Systems,       
Inc., and its Subsidiaries, taken as a whole, in good operating condition       
and repair (ordinary wear and tear excepted)and are adequate in all such        
respects for the purposes for which they are being used.                        

Absence of Certain Changes.Since the date of the Balance Sheet,neither          
Waste nor any of its Subsidiaries has:                                          

Suffered the damage or destruction of any of its properties or assets           
(whether or not covered by insurance) which is materially adverse to the        
business or financial condition of Waste and its Subsidiaries, taken as         
a whole, or made any disposition of any of its material properties or           
assets other than in the ordinary course of business;                           

Made any change or amendment in its certificate of incorporation or             
by-laws or other governing instruments;                                         

Issued or sold any Equity Securities or other securities, acquired,             
directly or indirectly, by redemption or otherwise, any such Equity             
Securities, reclassified, split-up or otherwise changed any such Equity         
Security, or granted or entered into any options, warrants, calls or            
commitments of any kind with respect thereto;                                   

Paid, discharged or satisfied any material claim,liability or obligation        
(absolute, accrued, contingent or otherwise), other that in the ordinary        
course of business;                                                             

Prepaid any material obligation having a maturity of more that 90 day           
from the date such obligation was issued or incurred;                           

Cancelled any material debts or waived any material claims or rights,           
except in the ordinary course of business;                                      

No Material Adverse Change.  Since the date of the Balance Sheet, there         
has not been any material adverse change in the business or financial           
condition of Waste Renewal Systems, Inc., and its Subsidiaries taken as         
a whole,other than changes resulting from economic conditions prevailing        
in the United States.                                                           

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Broker or Finders.Waste has not employed any broker or finder or incurred       
any liability for any brokerage or finders fees or commissions or similar       
payments in connection with the exchange of the Shares to Xtreme.               

Transactions with Directors and Officers.Waste Renewal Systems,Inc., and        
its Subsidiaries do not engage in business with any Person (other than          
Waste)in which any of Wastes directors or officers has a material equity        
interest.No director or officer of Waste Renewal Systems, Inc. owns any         
property, asset or right, which is material to the business of Waste and        
its Subsidiaries, taken as a whole.                                             

Representations and Warranties of Xtreme.                                       
Xtreme represents and warrants to Waste as follows:                             

Organization of Xtreme. Authorization. Xtreme is a corporation duly             
organized, validly existing and in good standing under the laws of              
Nevada, with full power and authority to execute and deliver this               
Agreement and to perform its obligations hereunder. The execution,              
delivery and performance of this Agreement have been duly authorized            
by all necessary corporate action of Xtreme and this Agreement                  
constitutes a valid and binding obligation of Xtreme, enforceable against       
it in accordance with its terms.                                                

Broker or Finders.  Xtreme has not employed any broker or finder or     
incurred any liability for any brokerage or finders fees or commissions         
or similar payments in connection with any of the transactions                  
contemplated hereby.                                                            

Purchase for Investment. Xtreme is purchasing the shares solely for     
its own account for the purpose of investment and not with a view to, or        
for sale in connection with any distribution of any portion thereof in          
violation of any applicable securities law.                                     

Conflict as to Xtreme.  Neither the execution and delivery of this        
Agreement nor the performance of Xtremes obligations hereunder will (a)         
violate any provision of the certificate of incorporation or by-laws of         
Xtreme or (b) violate any statute or law or any judgment, decree, order,        
regulation or rule of any court or other Governmental Body applicable to        
Xtreme.                                                                         

Buyer is a publicly traded company, which does trade on the OTCBB,      
under the symbol of XWEB and has properly filed all documentation with          
the SEC and will file all proper papers on the completion of this               
acquisition with the NASD or other applicable bodies necessary to               
remain a publicly traded company.                                               

There are no pending or threatened regulatory claims, demands or                
liabilities of any kind or nature against Xtreme or its assets.                 
There is pending litigation in the matter of Xtreme Webworks v. Marlon,         
Splain, et. al, Case No. A441230, Dept XIX, District Court,Clark County,        
Nevada.                                                                         

Xtreme has filed all federal, state and local income or other tax returns       
as required by law; and has a pending tax obligation which is due,and is        
making further arraignments to retire this tax delinquencies on a monthly       
bases at the present time there are no tax leans any kind.                      

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There are currently 3,950,318 shares issued and outstanding in Xtreme.          
The shares, when issued were properly distributed under applicable              
securities laws, and Buyer has taken no action to cause said stock to           
lose its free trading status.  There are no warrants, option agreements         
or pending subscription agreements whereby Xtreme is obligated to issue         
any additional stock to any person.                                             

7. Access and Reporting; Filings with Governmental Authorities.                 

Access.Between the date of this Agreement and Closing date,Waste shall,         
and shall cause Waste Renewal Systems, Inc., to,(a) give Xtreme and its         
authorized representatives reasonable access to all plants, offices,            
warehouses and other facilities and properties of Waste Renewal Systems,        
Inc., and it Subsidiaries and to the books and records of Waste and its         
Subsidiaries, (b) permit Xtreme to make inspections thereof, and (c)            
cause its officers and its advisors to furnish Xtreme with such                 
financial and operating data and other information with respect to the          
business and properties of Waste and its Subsidiaries and to discuss            
with Xtreme and its authorized representatives the affairs of Waste and         
its Subsidiaries all as Xtreme may from time to time reasonably                 
requests.                                                                       

Exclusivity.  From the date hereof until the earliest of the Closing or         
the termination of this Agreement, Waste shall not solicit or negotiate         
or enter into any agreement with any other Person with respect to or in         
furtherance of any proposal for a merger or business combination                
involving, or acquisition of any interest in, or (except in the ordinary        
course of business) sale of assets by, Waste Renewal Systems, Inc.,             
except for the acquisition of the Shares by Xtreme.                             

Publicity. Between the date of this Agreement and the Closing Date.             
Seller and Buyer shall cause Xtreme to, discuss and coordinate with             
respect to any public filing or announcement or any internal or private         
announcement (including any general announcement to employees)concerning        
the contemplated transaction.                                                   

Confidentiality. Prior to the Closing Date (or at any time if the               
Closing does not occur) Xtreme shall keep confidential and not disclose         
to any Person (other than its employees, attorneys, accountants and             
advisors) or to use (except in connection with the transactions                 
contemplated hereby) all nonpublic information obtained by Xtreme               
pursuant to Section 7.1. Following the Closing, Waste shall keep                
confidential and not disclose to any Person (other than its employees,          
attorneys, accountants and advisors) or use (except in connection with          
preparing Tax Returns and conducting proceeds relating to Taxes) any            
nonpublic information relating to Xtreme and its Subsidiaries.  This            
Section 7.2 shall not be violated by disclosure pursuant to court               
order or as otherwise required by law, on condition that notice of the          
requirement for such disclosure is given the other party prior to               
making any disclosure and the party subject to such requirement                 
cooperates as the other may reasonably request in resisting it. If the          
Closing does not occur, Xtreme shall return to Waste, or destroy, all           
information it shall have received from Waste Renewal Systems, Inc., in         
connection with this Agreement and the transactions contemplated hereby         
together with any copies or summaries thereof or extracts thereof.Waste         
and Xtreme shall use their best efforts to cause their respective               
representatives, employees, attorneys, accountants and advisors to whom         
information is disclosed pursuant to Sections 7.1 and 7.2 to comply with        
the provisions of this Section 7.3.                                             

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8. Conduct of Waste Renewal Systems, Inc. Prior to the Closing.                 

Operation in Ordinary Course.Between the date of this Agreement and the         
Closing date, Waste shall cause Waste Renewal Systems, Inc., and its            
subsidiaries to conduct their businesses in all material respects in the        
ordinary course.                                                                

Business Organization.Between the date of this Agreement and the Closing        
Date,Waste shall use its reasonable efforts,and shall cause Waste Renewal       
Systems, Inc., and each of its Subsidiaries to use its respective               
reasonable efforts to (a) preserve substantially intact the business            
organization of Waste Renewal Systems, Inc.,and each of its Subsidiaries        
and keep available the services of the present officers and employees of        
Waste Renewal Systems, Inc., and each of its Subsidiaries and (b)               
preserve in all material respects the present business relationships and        
good will of Waste Renewal Systems, Inc., and each of its Subsidiaries.         

Corporate Organization. Between the date of this Agreement and the              
Closing Date, neither Xtreme or Waste shall not cause or permit any             
amendment of the certificate of incorporation of by-laws (or other              
governing instrument) of Waste Renewal Systems, Inc., or any of its             
subsidiaries and shall cause Waste Renewal Systems, Inc., and each of           
its subsidiaries not to:                                                        

Issue, sell or otherwise dispose of any of its Equity Securities, or            
create, sell or otherwise dispose of any options, rights, conversion            
rights or other agreements or commitments of any kind relating to the           
issuance, sale or disposition of any of its Equity Securities.                  

Sell or otherwise dispose of any Equity Securities of Waste Renewal             
Systems, Inc., or any of its subsidiaries, or create or suffer to be            
created any Encumbrances thereon, or create, sell or otherwise dispose          
of any options, rights, conversion rights or other agreements or                
commitments of any kind relating to the sale or disposition of any              
Equity Securities of Waste Renewal Systems, Inc., or any of its                 
subsidiaries;                                                                   

Reclassify, split-up or otherwise change any of its Equity Securities;          

Be party to any merger, consolidation or other business combination;            

Sell, lease, license or otherwise dispose of any of its properties or           
assets (including, but not limited to rights with respect to patents and        
registered trademarks and copyrights or other proprietary rights), in an        
amount which is material to the business or financial condition of Waste        
Renewal Systems, Inc., and its subsidiaries taken as a whole, except in         
the ordinary course of business.                                                

9. Survival of Representations and Warranties; Indemnification.                 

Survival.  No representation or warranty contained in this Agreement or         
in any certificate or document delivered pursuant hereto shall survive          
the Closing, except for those contained in Sections 5.1, 5.2, 5.3 (only         
as to Seller), 5.10, 6.1, 6.2, 6.3, 6.4 (the Surviving Representations          
and Warranties).                                                                

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Indemnification by Waste.Waste shall indemnify and hold harmless Xtreme         
and shall reimburse Xtreme for, any loss, liability, damage or expense          
(including reasonable attorneys fees) (collectively "Damages") arising          
from or in connection with (a) any inaccuracy in any of the Surviving           
Representations and Warranties of Waste in this Agreement or (b) any            
failure by Waste to perform or comply with any agreement in this                
Agreement.                                                                      

Indemnification by Xtreme.  Xtreme shall indemnify and hold Waste, and          
shall reimburse Waste for, any Damages arising from or in connection            
with (a) any inaccuracy in any of the Surviving Representations and             
Warranties of Buyer in this Agreement (b) any failure to perform or             
comply with any agreement required to have been performed or compiled           
with prior to Closing Date.                                                     

10. Termination.                                                                
This Agreement may be terminated before the Closing occurs only         
as follows:                                                                     

By written agreement of Waste and Xtreme at any time.                           

By Xtreme, by notice to Waste at any time, if one or more of the                
conditions specified in Section 3 is not satisfied at the time of               
Closing (as it may be deferred pursuant to Section 2.1) would otherwise         
occur of if satisfaction of such a condition is or becomes impossible.          

By Waste or Xtreme, at any time after, if one or more of the conditions         
specified in Section 3 is not satisfied at the time at which the Closing        
(as it may be deferred pursuant to Section 2.1) would otherwise occur or        
if satisfaction of such a condition is or becomes impossible.                   

11. Effect of Termination                                                       
If this Agreement is terminated pursuant to Section 10(a),this Agreement        
shall terminate without any liability or further obligation of any party        
to another.                                                                     

12. Notices.                                                                    
All notices, consents, assignments and other communications under this          
Agreement shall be in writing and shall be deemed to have been duly             
given when (a) delivered by hand, (b) sent by telex or Tele-copier (with        
receipt confirmed), provided that a copy is mailed by registered mail           
return receipt requested,or (c)received by the delivery service(receipt         
requested), in each case to the appropriate addresses, telex numbers and        
Tele-copier numbers set forth blow (or to such addresses, telex numbers         
and Tele-copier numbers as a party may designate as to itself by notice         
to the other parties).                                                          

If to Buyer:                                                                    

Xtreme Webworks.                                                                
8100 West Sahara Ave Suite 200                                                  
Las Vegas, NV 89117                                                             
Phone #702-966-0600                                                             

If to Seller:                                                                   

Waste Renewal Systems, Inc.                                                     
350 Kachina Dr.,                                                                
Las Vegas, Nevada  89123                                                        

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13. Miscellaneous                                                               

Expenses. Each party shall bear its own expenses incident to the                
preparation negotiation execution and delivery of this Agreement and            
the performance of its obligations hereunder.                                   
Captions.  The captions in this Agreement are for convenience of                
reference only and shall not be given any effect in the interpretation          
of this Agreement.                                                              

No Waiver.  The failure of a party to insist upon strict adherence              
to any term of this Agreement on any occasion shall not be considered           
a waiver or deprive that party of the right thereafter to insist upon           
strict adherence to that term or any other term of this Agreement. Any          
waiver must be in writing.                                                      

Exclusive Agreement; Amendment. This Agreement supersedes all prior             
agreements among the parties with respect to its subject matter and is          
intended (with the documents referred to herein) as a complete and              
exclusive statement of the terms of the agreement among the parties with        
respect thereto and cannot be changed or terminated really.                     

Counterparts.This Agreement may be executed in two or more counterparts,        
each of which shall be considered an original, but all of which shall           
constitute the same instrument.                                                 

Governing Law.  This Agreement and (unless otherwise provided) all              
amendments hereof and waivers and consents hereunder shall be governed          
by the internal law of the State of Nevada, without regard to the               
conflicts of law principles thereof.                                            

Binding Effect.  This Agreement shall inure to the benefit of and be            
binding upon the parties hereto and their respective successors and             
assigns, provided that neither party may assign its rights hereunder            
without the consent of the other except that Xtreme may assign its              
rights (but not its obligations)under this Agreement to its wholly              
owned Subsidiary without the consent of Waste, provided that, after             
the Closing,no consent of Waste shall be needed in connection with              
any merger or consolidation of Xtreme with or into another entity.              

Xtreme Webworks                      Waste Renewal Systems, Inc.                

By:/S/ Shaun Hadley                  By: /S/ Clayton Kass                       
----------------                     -----------------                    
President                             President                   

Dated this 26th day of April 2002    Dated this 26th day of April 2002          

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SIGNATURES                                                                      

Pursuant to the requirements of the Securities Exchange Act of 1934, the    
Registrant has duly caused this report to be signed on its behalf by the        
undersigned hereunto duly authorized.                                           

 XTREME WEBWORKS
 ---------------
(Name of Registrant)

Date:  May 2, 2002                   By:  /s/ SHAUN HADLEY                      
                    ----------------
                        SHAUN HADLEY
                     PRESIDENT

Dates Referenced Herein   and   Documents Incorporated by Reference

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