-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HUm+YQkRFy/+B7JCxxXxNVjhlFtJwCsensdBihut+rD98tDbp0JMNujl3R+azmcS 7MHh6oDw8jBoQli8Q/BMuQ== /in/edgar/work/20000613/0001042910-00-001173/0001042910-00-001173.txt : 20000919 0001042910-00-001173.hdr.sgml : 20000919 ACCESSION NUMBER: 0001042910-00-001173 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20000531 ITEM INFORMATION: ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000613 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MIZAR ENERGY CO CENTRAL INDEX KEY: 0001042463 STANDARD INDUSTRIAL CLASSIFICATION: [1382 ] IRS NUMBER: 330231238 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-24977 FILM NUMBER: 654361 BUSINESS ADDRESS: STREET 1: 5200 NW 33RD AVE STREET 2: SUITE 215 CITY: FT LAUDERDALE STATE: FL ZIP: 33309 BUSINESS PHONE: 3039329998 MAIL ADDRESS: STREET 1: 5200 NW 33RD AVE STREET 2: SUITE 215 CITY: FT LAUDERDALE STATE: FL ZIP: 33309 8-K 1 0001.txt CURRENT REPORT SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 31, 2000 Date of Report (Date of Earliest Event Reported) Mizar Energy Company ------------------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) 33-0231238 Colorado 84-1365443 ---------- -------- ------------ (Commission (State or Other (IRS Employer File Number) Jurisdiction of Identification Incorporation) Number) 2400 E. Commercial Blvd, Suite 1100 Ft. Lauderdale, FL 33308 - ------------------- ------------ (Address of principal executive offices) (Zip Code) (954) 938-8010 -------------- Registrant's telephone number, including area code ITEM 1. CHANGES IN CONTROL OF THE REGISTRANT On May 24, 2000, Mizar Energy Company (the "Company") approved a proposal for its wholly-owned Florida subsidiary, Ingenue Incorporated ("Ingenue"), to be merged with and into HBOA.COM, Inc., a District of Columbia corporation ("HBOA"). Pursuant to the Merger Agreement, the HBOA Shareholders acquired beneficial ownership of 85.7% of Mizar's common stock (the "Mizar Shares"). As consideration for the Mizar Shares, the HBOA Shareholders delivered to Mizar all of the capital stock of HBOA. The Merger became effective on May 31, 2000 ( the "Effective Time") when HBOA and Ingenue filed filed Articles of Merger with the District of Columbia and the Florida Secretary of State, respectively. At the effective time of the merger, HBOA was merged with and into Ingenue and its separate corporate existence terminated. At the Effective Time, each issued and outstanding share of HBOA common stock was converted into the right to receive one share of Mizar's common stock. The foregoing summary of the Merger Agreement is qualified by reference to the complete text of the Plan and Agreement of Merger , which is filed as Exhibit 2.1 and is incorporated herein by reference. The basis of control of Mizar by the HBOA Shareholders results from their beneficial ownership of approximately 85.7% of the issued and outstanding shares of Mizar's common stock. Prior to the stock sale, HBOA, itself, was the majority shareholder of Mizar owning 59.4% of Mizar's 1,430,700 issued and outstanding shares of common stock. After the Merger, the HBOA shareholders own approximately 85.7% of the 10 million issued and outstanding shares of common stock. In the Merger, Mizar issued an aggregate of 8,569,300 shares of its common stock, increasing the total issued and outstanding shares of Mizar to 10 million. As a result of the Merger, the following persons are known to own 5% or more of Mizar's issued and outstanding common stock: Percent of Number of Outstanding Name Voting Shares Voting Shares - ---- ------------- ------------- Gary Verdier 6,054,574(1) 60.5% Gerald Hatfield 850,000 8.5% (1) Includes 216,226 shares held by Dundas Systems, Inc., a company controlled by Mr. Verdier. There are no arrangements known to Mizar, the operation of which may at a subsequent date result in another change of control of Mizar. 2 ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. As described in Item 1 above, on May 31, 2000, the HBOA shareholders acquired 85.7% of the beneficial ownership of Mizar's common stock and HBOA was merged with and into Mizar pursuant to the terms of the Merger Agreement. As of the Effective Time, the separate corporate existence of HBOA terminated, and each issued and outstanding share of HBOA common stock was converted into the right to receive one share of Mizar's common stock. In the aggregate, HBOA Shareholders received 8,569,300 restricted shares of Mizar's common stock in the Merger. The consideration for the acquired capital stock of HBOA was determined as a result of arm's length negotiations between the officers and directors of Ingenu and Mizar, on the one hand, and the officers and directors of HBOA, on the other hand. Gary Verdier is a director and principal shareholder of HBOA and Mizar, and a director and principal shareholder of Ingenu. Mr. Verdier is considered to be a beneficial owner of Ingenu's common stock through HBOA's ownership of approximately 60% of Mizar's issued and outstanding common stock and Mizar's ownership of 100% of Ingenu's issued and outstanding common stock. Mr. Verdier did not vote on the Merger transaction. The agreement and plan of merger between HBOA, Ingenu and Mizar was approved by disinterested directors of both HBOA, Mizar and Ingenu and the shareholders of HBOA and Ingenue in accordance with the applicable corporate laws. The combined entities of Mizar and HBOA intend to focus most of their efforts on developing HBOA's home based business Internet portal. Additionally, new management intends to change the Company's name to a name that is more descriptive of a company that has an Internet portal for home based businesses. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. a. FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED. The financial statements required by Rule 310 of Regulation SB for HBOA.com are not yet available, and will be filed by amendment on or before August 14, 2000. b. PRO FORMA FINANCIAL INFORMATION. The pro forma financial information required by Rule 310 of Regulation S-B is not yet available, and will be filed by amendment on or before August 14, 2000. c. EXHIBITS. 2.1 Plan and Agreement of Merger dated as of May 24, 2000 by and between HBOA.Com, Inc. and Ingenue, Incorporated. 2.2 Articles of Merger filed with the Florida Secretary of State on May 2000. 2.3 Articles of Merger filed with the District of Columbia on May 31, 2000. 3 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 hereto duly authorized. MIZAR ENERGY COMPANY. Date: June 13, 2000 By: /s/ Gary Verdier ---------------- Chairman 4 EX-2.1 2 0002.txt PLAN AND AGREEMENT OF MERGER PLAN AND AGREEMENT OF MERGER of HBOA.COM, INC., a District of Columbia corporation with and into INGENU INCORPORATED, a Florida corporation ------------------------------------------ This is a Plan and Agreement of Merger ("Agreement") between HBOA.COM, INC., a District of Columbia corporation (the "Disappearing Corp." or "HBOA-DC"), and INGENU INCORPORATED, a Florida corporation (the "Surviving Corp." or "INGENU-FL"), (collectively the "Constituent Corporations"). A Plan of Merger ("Plan") in accordance with (1) the provisions of Title 29, Chapter 3 of the Code of Law and the District of Columbia (the "District of Columbia Business Corporation Act"), and (2) Section 607.1101 of the Florida Business Corporation Act and (3) Section 368(a)(1)(A) of the Internal Revenue Code, as amended, by reason of Section 368(a)(2)(E) is adopted as follows: 1. Merger. HBOA-DC shall be merged with and into INGENU-FL, to exist and be governed by the laws of the State of Florida. The name of the Surviving Corporation shall be INGENU, a Florida corporation. 2. Articles of Incorporation, Bylaws, Officers and Directors. The Articles of Incorporation and Bylaws of Surviving Corp., as in effect immediately before the Effective Date of the Merger (the "Effective Date") shall, without any changes, be the Articles of Incorporation of the Surviving Corp. from and after the Effective Date until further amended as permitted by law. The persons serving as officers and directors of the Surviving Corp., before the Effective Date of the Merger, shall continue to serve as the officers and directors of the Surviving Corp. after the Effective Date of the Merger. 3. Conversion of Stock. The shareholders of Disappearing Corp. will surrender all of their shares in the manner hereinafter set forth. In exchange for the shares of Disappearing Corp. surrendered by its shareholders, the Surviving Corp. will issue and transfer to these shareholders, shares of common stock of Mizar Energy Company, a Colorado corporation ("Mizar"), the parent corporation of the Surviving Corp., on the following basis: upon the Effective Date, each share of common stock of the Disappearing Corporation that shall be issued and outstanding at that time shall without more be converted into and exchanged into 8,569,300 shares of common stock of Mizar in accordance with this Plan. The 8,569,300 shares of common stock of Disappearing Corp., issued and outstanding immediately prior to the Effective Date, shall by virtue of the Merger and without any action on the part of any holder thereof, be converted into the right to receive 8,569,300 newly issued, fully paid, and non-assessable shares of common stock of Mizar, issuable ratably to the holders thereof. Each share of Mizar's stock that is issued and outstanding on the Effective Date shall continue as outstanding shares of Mizar's stock. 1 4. Satisfaction of Rights of Disappearing Corp. Shareholders. All shares of Surviving Corp.'s stock into which shares of Disappearing Corp.'s stock shall have been converted and become exchangeable for under this Plan shall be deemed to have been paid in full satisfaction of such converted shares. 5. Fractional Shares. Fractional shares of Mizar's stock will not be issued. Any fractional share interest will result in the adjustment of the number of shares upward or downward to the nearest whole share. 6. Effect of Merger. On the Effective Date, the separate corporate existence of Disappearing Corp. shall cease, and Surviving Corp. shall be fully vested in and shall succeed, without other transfer, to all the rights, privileges, immunities, powers, franchises and property of Disappearing Corp. and shall be subject to all the debts restrictions, liabilities, disabilities, and duties of the Disappearing Corp. in the same manner as if the Surviving Corp. had itself incurred them. The Surviving Corp. will carry on business with the assets of Disappearing Corp., as well as with the assets of Surviving Corp. All rights of creditors and all liens on the property of each constituent corporation shall be preserved unimpaired, limited in lien to the property affected by the liens immediately prior to the merger. 7. Supplemental Action. If at any time after the Effective Date Surviving Corp. shall determine that any further conveyances, agreements, documents, instruments, and assurances or any further action is necessary or desirable to carry out the provisions of this Plan, the appropriate officers of Surviving Corp. or Disappearing Corp., as the case may be, whether past or remaining in office, shall execute and deliver, on the request of Surviving Corp., any and all proper conveyances, agreements, documents, instruments, and assurances and perform all necessary or proper acts, to vest, perfect, confirm, or record such title thereto in Surviving Corp., or to otherwise carry out the provisions of this Plan. 8. Filing with the District of Columbia and Florida Secretary of State and Effective Date. At the Closing, the Disappearing Corp. and Surviving Corp. shall cause their respective Chief Executive Officers to execute and file (1) these Articles of Merger with the Department of Consumer and Regulatory Affairs, Business Regulation Administration, Corporations Division for the District of Columbia and (2) Articles of Merger with the Florida Secretary of State (the "Florida Articles of Merger"), in the form attached to this Agreement and upon such execution this Plan shall be deemed incorporated by reference into the Florida Articles of Merger as if fully set forth in such Florida Articles of Merger and shall become an exhibit to such Florida Articles of Merger. The Disappearing Corp. shall file this Plan in Articles of Merger with the Mayor of the District of Columbia. After the Mayor of the District of Columbia issues a certificate of Merger, the Surviving Corporation shall file the Florida Articles of Merger with the Florida Secretary of State. In accordance with s. 607.1105 of the Act, the Florida Articles of Merger shall specify the "Effective Date," which shall be the filing date of the Florida Articles of Merger with the Secretary of State of Florida. 9. Amendment and Waiver. Any of the terms or conditions of this Plan may be waived 2 at any time by the one of the Constituent Corporations which is, or the shareholders of which are, entitled to the benefit thereof by action taken by the Board of Directors of such party, or may be amended or modified in whole or in part at any time before the vote of the shareholders of the Constituent Corporations by an agreement in writing executed in the same manner (but not necessarily by the same persons), or at any time thereafter as long as such change is in accordance with Section 607.1103 of the Florida Act and the District of Columbia Business Corporation Act. 10. Termination. At any time before the Effective Date (whether before or after filing of Articles of Merger), this Plan may be terminated and the Merger abandoned by mutual consent of the Boards of Directors of both Constituent Corporations, notwithstanding favorable action by the shareholders of the respective Constituent Corporations. 11. Counterparts. This Plan of Merger may be executed in any number of counterparts, each of which shall constitute an original instrument. IN WITNESS WHEREOF, the parties have set their hands this 26th day of May 2000. HBOA.COM, Inc., a District of Columbia corporation By: /s/ Gary Verdier ------------------------ Gary Verdier Chief Executive Officer and Chairman INGENU INCORPORATED, a Florida corporation By: /s/ Melinda Carlisle ------------------------ Melinda Carlisle Chief Executive Officer and Chairman 3 EX-2.2 3 0003.txt ARTICLES OF MERGER ARTICLES OF MERGER OF HBOA.COM, INC., a District of Columbia Corporation, INTO INGENU INCORPORATED, a Florida Corporation, ------------------------------------------- ARTICLES OF MERGER between INGENU INCORPORATED, a Florida corporation ("INGENU - FL") and HBOA.COM, Inc., a District of Columbia corporation ("HBOA-FL"). Pursuant to Section 607.1105 of the Florida Business Corporation Act (the "Act"), INGENU- FL and HBOA-DC adopt the following Articles of Merger. 11. The Plan of Merger dated May 24, 2000, ("Plan of Merger) setting forth the terms and conditions of the merger of HBOA-DC with and into INGENU-FL was approved and adopted by a majority of the shareholders of HBOA- DC by written consent effective as of May 24, 2000, and all of the directors of HBOA- DC by unanimous written consent effective as of May 24, 2000. 12. The Plan of Merger setting forth the terms and conditions of the merger of HBOA-DC with and into INGENU-FL was approved and adopted by a majority of the shareholders of INGENU-FL at a special meeting held on May 24, 2000, and all of the directors of INGENU- FL by unanimous written consent on May 24, 2000. 13. The Plan of Merger is attached to these Articles as Exhibit "A" and incorporated by reference as if fully set forth herein. 14. Pursuant to s. 607.1105(1)(b) of the Act, the date and time of the effectiveness of the Merger shall be on the date and time of filing of these Articles of Merger with the Secretary of State of Florida. 15. The laws of the District of Columbia, the jurisdiction of organization of HBOA-DC, permit the merger contemplated by the Plan of Merger, and the laws of the District of Columbia on fulfillment of all filing and recording requirements set forth by the applicable laws of the District of Columbia aware, will have been complied with. IN WITNESS WHEREOF, the parties have set their hands this 26th day of May, 2000. HBOA.COM, INC., a District of Columbia corporation By: /s/ Gary Verdier -------------------------- Gary Verdier Chief Executive Officer and Chairman INGENU INCORPORATED, a Florida corporation By:/s/ Melinda Carlisle -------------------------- Melinda Carlisle Chief Executive Officer and Chairman EX-2.3 4 0004.txt ARTICLES OF MERGER ARTICLES OF MERGER OF DOMESTIC AND FOREIGN CORPORATIONS To: Department of Consumer and Regulatory Affairs Business Regulation Administration Corporations Division Washington, D.C. 20001 Pursuant to the provisions of Title 29, Chapter 3 of the Code of Law of the District of Columbia, the undersigned domestic and foreign corporations adopt the following Articles of Merger for the purpose of merging them into one of such corporations: FIRST: The names of the undersigned corporations and the states under the laws of which they are respectively organized are: Name State of Organization ---- --------------------- HBOA.COM, Inc. District of Columbia Ingenu Incorporated Florida SECOND: The laws of the state of Florida under which such foreign corporation (Ingenu Incorporated) is organized permit such merger. THIRD: The name of the surviving corporation is INGENU INCORPORATED and it is to be governed by the laws of Florida. FOURTH: The Plan of Merger between HBOA.COM, INC. and INGENU INCORPORATED is set forth as follows: This is a Plan and Agreement of Merger ("Agreement") between HBOA.COM, Inc., a District of Columbia corporation (the "Disappearing Corp." or "HBOA-DC"), and Ingenu Incorporated, a Florida corporation (the "Surviving Corp." or "Ingenu-FL"), (collectively the "Constituent Corporations"). A Plan of Merger ("Plan") in accordance with (1) the provisions of Title 29, Chapter 3 of the Code of Law and the District of Columbia (the "District of Columbia Business Corporation Act"), and (2) Section 607.1101 of the Florida Business Corporation Act and (3) Section 368(a)(1)(A) of the Internal Revenue Code, as amended, by reason of Section 368(a)(2)(E) is adopted as follows: 1 1. Merger. HBOA-DC shall be merged with and into Ingenu-FL, to exist and be governed by the laws of the State of Florida. The name of the Surviving Corporation shall be Ingenu Incorporated, a Florida corporation. 2. Articles of Incorporation, Bylaws, Officers and Directors. The Articles of Incorporation and Bylaws of Surviving Corp., as in effect immediately before the Effective Date of the Merger (the "Effective Date") shall, without any changes, be the Articles of Incorporation of the Surviving Corp. from and after the Effective Date until further amended as permitted by law. The persons serving as officers and directors of the Surviving Corp., before the Effective Date of the Merger, shall continue to serve as the officers and directors of the Surviving Corp. after the Effective Date of the Merger. 3. Conversion of Stock. The shareholders of the Disappearing Corp. will surrender all of their shares in the manner hereinafter set forth. In exchange for the shares of Disappearing Corp. surrendered by its shareholders, the Surviving Corp. will issue and transfer to these shareholders, shares of common stock of Mizar Energy Company, a Colorado corporation ( "Mizar"), the parent corporation of the Surviving Corp., on the following basis: upon the Effective Date, each share of common stock of the Disappearing Corporation that shall be issued and outstanding at that Effective Date shall by virtue of the Merger and without any action on the part of the holder be converted into and exchanged into 8,569,300 shares of common stock of Mizar in accordance with this Plan. The 8,569,300 shares of common stock of the Disappearing Corp., issued and outstanding immediately prior to the Effective Date, shall by virtue of the Merger and without any action on the part of any holder thereof, be converted into the right to receive 8,569,300 newly issued, fully paid, and non-assessable shares of common stock of Mizar, issuable ratably to the holders thereof. Each share of Mizar's stock that is issued and outstanding on the Effective Date shall continue as outstanding shares of Mizar's stock. 4. Satisfaction of Rights of Disappearing Corp. Shareholders. All shares of Surviving Corp.'s stock into which shares of Disappearing Corp.'s stock shall have been converted and become exchangeable for under this Plan shall be deemed to have been paid in full satisfaction of such converted shares. 5. Fractional Shares. Fractional shares of Mizar's stock will not be issued. Any fractional share interest will result in the adjustment of the number of shares upward or downward to the nearest whole share. 6. Effect of Merger. On the Effective Date, the separate corporate existence of Disappearing Corp. shall cease, and Surviving Corp. shall be fully vested in and shall succeed, without other transfer, to all the rights, privileges, immunities, powers, franchises and property of Disappearing Corp. and shall be subject to all the debts restrictions, liabilities, disabilities, and duties of the Disappearing Corp. in the same manner as if the Surviving Corp. had itself incurred them. The Surviving Corp. will carry on business with the assets of Disappearing Corp., as well as with the assets of Surviving Corp. All rights of creditors and all liens on the property 2 of each constituent corporation shall be preserved unimpaired, limited in lien to the property affected by the liens immediately prior to the merger. 7. Supplemental Action. If at any time after the Effective Date Surviving Corp. shall determine that any further conveyances, agreements, documents, instruments, and assurances or any further action is necessary or desirable to carry out the provisions of this Plan, the appropriate officers of Surviving Corp. or Disappearing Corp., as the case may be, whether past or remaining in office, shall execute and deliver, on the request of Surviving Corp., any and all proper conveyances, agreements, documents, instruments, and assurances and perform all necessary or proper acts, to vest, perfect, confirm, or record such title thereto in Surviving Corp., or to otherwise carry out the provisions of this Plan. 8. Filing with the District of Columbia and Florida Secretary of State and Effective Date. At the Closing, the Disappearing Corp. and Surviving Corp. shall cause their respective Chief Executive Officers to execute and file (1) these Articles of Merger with the Department of Consumer and Regulatory Affairs, Business Regulation Administration, Corporations Division for the District of Columbia and (2) Articles of Merger with the Florida Secretary of State (the "Florida Articles of Merger"), in the form attached to this Agreement and upon such execution this Plan shall be deemed incorporated by reference into the Florida Articles of Merger as if fully set forth in such Florida Articles of Merger and shall become an exhibit to such Florida Articles of Merger. The Disappearing Corp. shall file this Plan in Articles of Merger with the Mayor of the District of Columbia. After the Mayor of the District of Columbia issues a certificate of Merger, the Surviving Corporation shall file the Florida Articles of Merger with the Florida Secretary of State. In accordance with s. 607.1105 of the Act, the Florida Articles of Merger shall specify the "Effective Date," which shall be the filing date of the Florida Articles of Merger with the Secretary of State of Florida. 9. Amendment and Waiver. Any of the terms or conditions of this Plan may be waived at any time by the one of the Constituent Corporations which is, or the shareholders of which are, entitled to the benefit thereof by action taken by the Board of Directors of such party, or may be amended or modified in whole or in part at any time before the vote of the shareholders of the Constituent Corporations by an agreement in writing executed in the same manner (but not necessarily by the same persons), or at any time thereafter as long as such change is in accordance with Section 607.1103 of the Florida Act and the District of Columbia Business Corporation Act. 10. Termination. At any time before the Effective Date (whether before or after filing of Articles of Merger), this Plan may be terminated and the Merger abandoned by mutual consent of the Boards of Directors of both Constituent Corporations, notwithstanding favorable action by the shareholders of the respective Constituent Corporations. FIFTH: The Plan of Merger dated May 24, 2000, ("Plan of Merger) setting forth the terms and conditions of the merger of HBOA-DC with and into Ingenu-FL was approved and adopted by a 3 majority of the shareholders of HBOA- DC by written consent effective as of May 24, 2000, and all of the directors of HBOA- DC by unanimous written consent effective as of May 24, 2000. The directors and shareholders approved the merger in accordance with the laws of the District of Columbia and the Articles of Incorporation and Bylaws of HBOA-DC. The Plan of Merger setting forth the terms and conditions of the merger of HBOA-DC with and into Ingenu-FL was approved and adopted by a majority of the shareholders of Ingenu-FL at a special meeting held on May 24, 2000 and all of the directors of Ingenu-FL by unanimous written consent on May 24, 2000. The directors and shareholders approved the merger in accordance with the laws of Florida and the Articles of Incorporation and Bylaws of Ingenu-FL. SIXTH: Ingenu-FL hereby: (a) agrees that is may be served with process in the state of Florida, city of Ft. Lauderdale, 2400 E. Commercial Boulevard, Suite 221, Ft. Lauderdale, Florida 33308 in any proceeding for the enforcement of any obligation of HBOA-DC, the undersigned domestic corporation, and in any proceeding for the enforcement of the rights of a dissenting shareholder of such domestic corporation against Ingenu-FL, the surviving corporation; (b) irrevocably appoints the Corporations Division for the District of Columbia as its agent to accept service of process in any such proceeding; and (c) agrees that it will promptly pay to the dissenting shareholders of HBOA, Inc., such domestic corporation the amount, if any, to which they shall be entitled under the provisions of the Code of Laws of the District of Columbia, with respect to the rights of dissenting shareholders. Date: May 26, 2000 HBOA.COM, INC., a District of Columbia corporation /S/Gary Verdier ------------------------- Gary Verdier Chief Executive Officer and Chairman (Corporate Seal) INGENU INCORPORATED, a Florida corporation /s/ Melinda Carlisle -------------------------- Melinda Carlisle Chief Executive Officer and Chairman (Corporate Seal) 4 -----END PRIVACY-ENHANCED MESSAGE-----