-----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, Tyw6q0JzGigp+rM6vcsztTGCLUYGTWYwAokv0Z/rNPUOJQF1IXeRNDDkR2kd4yAb i5DkhVrbhWfCccx1GrUURQ== 0001015402-01-502698.txt : 20010917 0001015402-01-502698.hdr.sgml : 20010917 ACCESSION NUMBER: 0001015402-01-502698 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20010831 ITEM INFORMATION: Changes in control of registrant ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Changes in registrant's certifying accountant ITEM INFORMATION: Resignations of registrant's directors ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20010914 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIGHTON SUCCESSION CORP CENTRAL INDEX KEY: 0001109485 STANDARD INDUSTRIAL CLASSIFICATION: [9995] IRS NUMBER: 330897453 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-30081 FILM NUMBER: 1737338 BUSINESS ADDRESS: STREET 1: 19900 MACARTHUR BLVD STREET 2: SUITE 660 CITY: IRVINE STATE: CA ZIP: 92612 BUSINESS PHONE: 9498519800 MAIL ADDRESS: STREET 1: 19900 MACARTHUR BLVD STREET 2: SUITE 660 CITY: IRVINE STATE: CA ZIP: 92612 8-K 1 doc1.txt FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) August 31, 2001 Fighton Succession Corporation ------------------------------------------ (Exact Name of registrant as specified in its charter) [To Be Known As Key Card Communications, Inc.] California 33-14982-LA 33-0897453 - ----------------------- ----------------------- ----------------------- (State or other (Commission File Number) (I.R.S. Employ jurisdiction of Identification No.) incorporation) 5969 Cattleridge Boulevard, Suite 200, Sarasota, Florida 34232 -------------------------------------------------------------- (Address of principal executive offices) Registrant's telephone number, including area code (941) 552-2140 -------------- Non Applicable -------------- (Former name or former address, if changed since last report.) Certain statements in this 8-K including, without limitation, information set forth under Item 1 on projected or estimated financial status of the Company may contain foward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the "Act"), including, without limitation, statements regarding th Company's expectations, beliefs, estimates, intentions, and strategies about the future. Words such as, "anticipates," "expects," "intends," "plans," "believes," "seeks," "estimates," or variations of such words and similar expressions are intended to identify such forward-looking statements, but their absence does not mean that the statement is not forward-looking. The Company desires to avail itself of certain "safe harbor" provisions of the Act and is therefore including this special note to enable the Company to do so. ITEM 1: CHANGE IN CONTROL OF REGISTRANT The Registrant, Fighton Succession Corporation (hereafter Fighton or Registrant) has as of an effective closing date of August 31, 2001, and subject to subsequent shareholder notice and ratification, deemed that approximately 94% of its currently issued and outstanding shares have been acquired by approximately 33 shareholders of a privately held Florida corporation known as Key Card Communications, Inc. ("Key Card"). In this transaction between the majority shareholders of both companies, and as approved by management of each company, the Key Card shareholders acquired 16,716,414 shares of Fighton Succession Corporation constituting approximately 94% of the currently and issued and outstanding shares, 17,780,260 in exchange for 100% of the Key Card shares. As of the date of the closing, Fighton had 50,000,000 common shares authorized, no par value. The Registrant has only one class of stock. The transaction was completed by the transfer from existing Fighton shareholders of approximately 3,433,000 Fighton common shares and the issuance of an additional 13,283,414 Fighton common shares to satisfy the required number of shares to close the acquisition agreement described above. The nature of this acquisition is sometimes referred to as a "reverse acquisition" in that while Key Card Communications, Inc. is becoming the wholly owned subsidiary and sole operating entity of Fighton Succession Corporation, subject to subsequent shareholder vote. The Fighton Succession Corporation will be renamed to Key Card Communications, Inc., or a reasonable derivation of such name. Key Card management, as more particularly described below, will be substituted as the new Board of Directors and management for the public entity which shall assume and discharge the principal business activity of Key Card Communications, Inc. as its sole operating business and purpose. Accordingly, in most material respects, the Registrant takes on the business, management, name and control from the operating subsidiary. At the present time, the new management of the Registrant is considering, but has not yet determined, whether to complete a formal merger between the operating subsidiary and the parent Company, or whether it will continue to operate the subsidiary as part of the public company. In the event that the Key Card Communications, Inc. continues to operate as an operating subsidiary it will also undergo a name change to reflect its operational status in relationship to the parent Company and will use some related name, such as Key Card Communications Operating Company. Additionally, the new Board of Directors is considering, but has not yet determined, if a potential change of the domicile of the parent corporation, incident to or separate from a merger with the operating subsidiary, to the State of Nevada is in the best interest of the reorganized Company. Key Card is presently engaged in the business of providing prepaid long distance services. Key Card was formed in May, 2000 and thereafter acquired 100% of the stock of Five Star Communications, Inc. Key Card markets its prepaid calling card products and services under the trade names Five Star and Key Card. Key Card's core product, prepaid calling cards, incorporates a toll-free access number and PIN (Personal Identification Number) printed on an array of attractive, branded phone cards. Purchasers of these prepaid phone cards are able to place international and domestic long distance calls from any touch tone phone in the Continental United States at what are believed to be favorable rates. The branded cards, in conjunction with Key Card's business model and sales programs, have allowed Key Card to penetrate the marketplace and to create a base of repeat customers. Key Card focuses primarily on sales of cards to retailers and prepaid phone card distributors. These resellers are believed attracted to Key Card's phone cards due to their branded packaging, profitability and ease of use. By concentrating on these two segments of the marketplace, Key Card hopes to maximize its future profitability, generates repeat sales and continually increases its revenues. Additionally, the Company sells a small portion of its cards directly to consumers via Key Card's Internet presence and website from its principal place of business in Sarasota, Florida. Key Card should be considered a start-up entity as it has actively been engaged in its present business activities only since May, 2000. At present, Key Card had total gross revenues of approximately $4,888,688 for the calendar year ending December 31, 2000 and approximately $4,142,880 in revenues year to date through August 31, 2001. Key Card has not obtained an operating profit for these periods and had a net loss for fiscal year 2000. Key Card anticipates its initial profit in the fourth quarter of 2001, though it will have a net loss for calendar year 2001 operations. Key Card anticipates that it will have an unaudited, consolidated financial statement prepared for the third quarter ending September 30, 2001. This statement should be prepared within 45 days of the end of the third quarter and which consolidated accounting will be filed as a supplement to this 8-K report, as well as the first 10-Q report filed by the new management to the Company for the third quarter of 2001. The Company by majority consent of its present shareholders has designated as interim directors, Mr. B. Stephen May of Sarasota, Florida, Mr. Michael Rejbeni also of Sarasota, Florida and Mrs. Marcia Bates of Sarasota, Florida. Key Card intends to shortly call a Special Shareholder Meeting to allow all shareholders to vote upon the election of the interim directors or other nominees; the reorganization and possible merger; and the change of name and other related matters, including any dissenting shareholder rights. The new Board has in turn designated and appointed Mr. Michael Rejbeni as President and COO; Mr. B. Stephen May as CEO and Treasurer; and Mrs. Marcia Bates as Secretary. These appointments are summarized as follows: NAME OFFICE ADDRESS Mr. B. Stephen May Director/CEO/Treasurer Sarasota, Florida Mr. Michael Rejbeni Director/President/COO Sarasota, Florida Mrs. Marcia Bates Director/Secretary Sarasota, Florida The completion of the various reorganization matters generally described above will be reported in more detail as part of the periodic filing by the Registrant on Forms 10-QSB and 10-KSB as subsequently due and completed. ITEM 2: ACQUISITION OR DISPOSITION OF ASSETS As part of the general Reverse Acquisition described under Part 1, above, the Registrant has acquired all of the tangible and intangible assets of its fully owned operating subsidiary Key Card Communications, Inc., subject to final shareholder vote. Key Card Communications, Inc., as a private company, has not historically maintained independent audited financial information; however, the combined consolidated Financial Statements for Key Card and its parent will be reported as set-out below. The Registrant intends to have an independent unaudited consolidated financial statement prepared as a supplement to this 8-K report as of approximately November 14th for the third quarter ending September 30, 2001. Registrant does not presently have a pro forma consolidate balance sheet, but believes the --- ----- foregoing approximate revenue figures are generally accurate, but cannot warrant or represent such figures until such consolidated accounting has been completed and such estimates are subject to the more complete accounting to be filed, including all accounting notes applicable to such supplemental accounting. As a working entity, the Registrant plans to continue the present business activity of the acquired subsidiary. ITEM 4: CHANGE OF REGISTRANT'S CERTIFIED ACCOUNTANT Historically the Florida firm of Weinberg & Company, P.A. of Boca Raton, Florida has provided the independent accounting and auditing services to the Registrant. Registrant has not presently determined the designation of the independent auditors for the company, but which firm will be shortly retained to complete the consolidated Financial Statements described above. Weinberg & Company have indicated a willingness to assist during the transitional period in supplying historical accounting information for the Company, or in continuing as its auditors if designated by the Board. ITEM 6: RESIGNATION OF REGISTRANT'S DIRECTORS Preceding the closing of the Majority Share Acquisition described under Item 1, the then existing directors of Fighton Succession Corporation, Mr. Tim T. Chang and Mr. Patrick R. Boyd resigned as officers and directors as of June 21, 2001. These individuals have continued to represent the Registrant on an informal and interim basis as liaison agents to complete the reorganization and closing as indicated under Item 1. The new Board of Directors, as identified under Item 1, are deemed to be appointed and effective as of August 31, 2001. They will serve on an interim basis until the next regular election of directors by the shareholders of the Registrant. No date is presently set for the next election of directors. ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS The Company has generally estimated the basic financial data as presently known to management as a result of the proposed reorganization. Actual consolidated unaudited financial statements for the companies, on an unaudited basis, will not be independently prepared or available until approximately the end of the third quarter and will be filed as a supplement to this 8-K as well as the next 10-QSB report due on or about November 14, 2001. These financial's, as prepared, will supplement this 8-K report. Current management of the Registrant believes that the foregoing information generally constitutes all significant available information on the reorganization and resulting financial condition of the Registrant. Each shareholder of record is being provided notice of this reorganization, including a copy of this 8-K. Any shareholder may ask for further or additional information as may be available from management of the Company at the address supplied on the cover of this current 8-K report. The Company intends to retain its fiscal year accounting on a calendar year basis ending December 31st of each year. Exhibits: 1. Consolidated Financial Statements (To Be Subsequently Filed). 2. Closing Agreement for Stock Exchange. 3. Majority Shareholder Consent Resolution. SIGNATURE 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. FIGHTON SUCCESSION CORPORATION To Be Known As Key Card Communications, Inc. Date: 9-10-01 By: /s/ Michael Rejbeni --------- Mr. Michael Rejbeni President EX-2 3 doc2.txt CLOSING AGREEMENT FOR STOCK EXCHANGE This Agreement is made and entered on this 31st day of August, 2001 by and between Fighton Succession Corporation, Inc., a California corporation ("Fighton"), by its closing former majority shareholder BAC Consulting Corporation, a California corporation ("BAC"); Key Card Communications, Inc., a Florida corporation ("Key"), and each of the persons, currently owning Key shares whose signatures are designated and set forth at the end of this Agreement (collectively referred to herein as the "Key Owners"); and that legal entity currently owning a majority sharehold interest in Fighton whose signature is designated and set forth at the end of this Agreement. When all of the foregoing parties are collectively referenced in this Agreement, they shall sometimes be designated as the "Parties". 1.0 PRIOR AGREEMENT TO BE CLOSED -------------------------------- The parties hereto mutually agree and acknowledge that there has been an earlier agreed upon share exchange between the Key Owners and Fighton shareholders as evidenced by a letter agreement dated February 22, 2001. This Agreement is made and entered to memorialize that earlier agreement and to complete and close that earlier contemplated transaction and to evidence the actual tender, receipt and sufficiency of the exchange stock and all other terms and provisions entered by and between the parties; together with other further specific warranties, representations or undertakings as set-out by this Agreement. Fighton management resigned as of June 21, 2001 and this writing is therefore entered by Fighton through its present majority shareholder, which is exchanging shares by this closing. 2.0 REPRESENTATIONS OF MAJORITY SHAREHOLDER ------------------------------------------ BAC as the current majority shareholder of Fighton pending this closing, makes the following representation for Fighton in the absence of management. 3.0 SPECIFIC CLOSING REPRESENTATIONS OF BAC ------------------------------------------- BAC, as described by the preceding paragraph, hereby represents and warrants as of the date set out above to Key and the Key Owners as follows: 3.1 Key represents that as of the date of this Agreement it has a total number of common shares outstanding of 16,716,414, on fully diluted basis. 3.2 The prior majority shareholder of Fighton, BAC Consulting Corporation, has previously committed and does by this closing convey to the shareholders of Key a total amount of Fighton's common stock equal to ninety-four percent (94%) of Fighton's issued and outstanding stock. Accordingly, it is agreed that Fighton shall issue to Key's shareholders a total of 16,716,414 shares of Fighton's common stock, which shall constitute such 94% and will be tendered by this closing in exchange for all of the Key shares. Receipt and sufficiency of which restricted common stock is acknowledged by the Key Owners subject to distribution pro rata to their Key shareholder interest --- ---- and closing by Fighton pursuant to this Agreement. 3.3 BAC represents and warrants that to the best of their knowledge all prior reorganizations, mergers, acquisitions, name changes or other forms of corporate reorganization or recapitalization have been fully consummated and completed and that the current shareholders, as evidenced in the attached and incorporated certified shareholder list of August 23, 2001, constitute all of the parties known to assert any right, title interest or claim to or in the shares of Fighton, exclusive of the shares being concurrently transferred and acknowledged to the Key Owners by this Agreement, and subject to the statement in the attached and incorporated Schedule 3.3. 3.4 BAC represents and warrants to the best of its knowledge that there are no outstanding debts, obligations or creditors claims owing by or asserted against Fighton other than those specifically set-out and referenced in the attached and incorporated Schedule 3.4, or in the last filed 10-KSB report for the company dated December 31, 2000 and 10-QSB report for the period ending March 31, 2001; and that there has been no material change in the capitalization or finacial statements of Fighton since that date. 3.5 BAC represents to the best of its knowledge that there are no administrative claims, tax claims or liens or litigation in which Fighton is a defendant or in which it is a respondent in any type of adverse proceeding, except as set-out in the attached and incorporated Schedule 3.4. 3.6 BAC represents that there are no outstanding warrants, options or other stock rights existing or outstanding or which will survive the execution of this closing Agreement, except as to any provided to Key or Key Owners. 3.7 BAC represents and warrants that there are no known tax obligations or taxes due to be paid by Fighton as of the date of this closing, except as set-out in Schedule 3.3. 3.8 BAC represents that it has been advised by prior California counsel to Fighton that the within stock exchange between the Key Owners and Fighton may be completed and closed under California law upon the approval of 5/6th of the outstanding shares of Fighton. BAC approved the exchange as a shareholder owning in excess of 5/6th of the Fighton's common stock. To BAC's knowledge the consent of all of the shareholders, nor notice to all of Fighton's shareholders, is not required based upon the 5/6th approval under California law. 3.9 The undersigned BAC acknowledges and represents that Fighton is a reporting company under the Securities Exchange Act of 1934 pursuant to Section 15(d) of such act and that all required current reports (10-K, 10-Q and 8-K reports) have been filed of record and were current through March 31, 2001. To the present best knowledge of the undersigned BAC, the next report due is a 10-QSB report due for the period ending June 30, 2001, which has not been filed as of this date. BAC notes and the parties stipulate that the controlling shareholder of Fighton did not file reports of their ownership on any SEC reports, including forms 3-5. The foregoing constitutes the complete exchange of shares between the parties and is done without any other or further representations or warranties of either the Key Owners or Fighton, expressed or implied, including, but not limited to, the commercial viability of the Fighton entity or its fitness for the purposes intended by the Key Owners pursuant to this majority share acquisition closing. Each president or other executive officer signing on behalf of any corporate party below represents that his signature has been authorized by the respective Board of Directors of such corporation either by specific reference to this Agreement or by general authority extended. Dated the day and date first above written. KEY CARD COMMUNICATIONS, INC. BY: /s/ Michael L. Rejbeni ----------------------------- MR. MICHAEL L. REJBENI ITS: PRESIDENT FIGHTON SUCCESSION CORPORATION THROUGH BAC CONSULTING CORPORATION [FIGHTON MAJORITY SHAREHOLDER] BY: ----------------------------- MR. TIM T. CHANG ITS: PRESIDENT BY: ----------------------------- MR. PATRICK R. BOYD ITS: SECRETARY KEY CARD SHAREHOLDERS THE CHICAGO TRUST COMPANY OF CALIFORNIA THE CHICAGO TRUST COMPANY OF CALIFORNIA CUSTODIAN FBO CLIFFORD WILDES IRA CUSTODIAN FBO WILLIAM R. STRATTON IRA NO. 00-9400 NO. 00-8189 BY: ________________________ BY: ________________________ TITLE: _____________________ TITLE: _____________________ READ AND APPROVED: READ AND APPROVED: /s/ CLIFFORD WILDES - ---------------------------- ---------------------------- CLIFFORD WILDES WILLIAM R. STRATTON THE CHICAGO TRUST COMPANY OF CALIFORNIA THE CHICAGO TRUST COMPANY OF CALIFORNIA CUSTODIAN FBO ROBERT W. KENDRICK IRA CUSTODIAN FBO TODD A. ELLSWORTH IRA NO. 00-4882 NO. 00-2329 BY: ________________________ BY: ________________________ TITLE: _____________________ TITLE: _____________________ READ AND APPROVED: READ AND APPROVED: - ---------------------------- ---------------------------- ROBERT W. KENDRICK TODD A. ELLSWORTH LYNX PRODUCTIONS, INC. MACKENZIE SHEA, INC. BY: ________________________ BY: ________________________ ITS: PRESIDENT ITS: PRESIDENT SPYGLASS VENTURES, LLC NEWPONT FIDUCIARIES AND NOMINEES, S.A. BY: ________________________ BY: ________________________ ITS: MANAGER ITS: LAKERIDGE INVESTMENTS, INC. BY: ________________________ ITS: PRESIDENT /s/ B. STEPHEN MAY - ---------------------------- ---------------------------- B. STEPHEN MAY FRANCIS DENNY - ---------------------------- ---------------------------- VINCENT MAYOCK CHEUNG YUP FAN - ---------------------------- ---------------------------- FRANCIS MURTAGH DAVID EVERSTEN - ---------------------------- ---------------------------- ADRIENNE CLEATOR KEN HERBERT - ---------------------------- ---------------------------- DELHEZ MARCEL MOHAMMED ALYAS - ---------------------------- ---------------------------- DANIEL EZELLE RALPH STONEBRAKER - ---------------------------- ---------------------------- FRED STARLING MICHAEL EIDI - ---------------------------- ---------------------------- C. G. STONE PAT O' DONOHUE - ---------------------------- ---------------------------- NIGEL GRAY BARSRA SAFWINDER - ---------------------------- ---------------------------- LOUISE FITZPATRICK ALAN CRAIGIE /s/ MICHAEL REJBEN - ---------------------------- ---------------------------- LLOYD SLATER MICHAEL REJBEN - ---------------------------- ---------------------------- TOM HINKLE LOIS HINKLE SCHEDULE 3.3 Prior to the resignation of Patrick R. Boyd and Tim T. Chang, Fighton Succession Corporation had engaged a transfer agent, Transfer Online, however, Fighton never received a definitive current shareholder list evidencing the 100,000 shares of Fighton common stock that was as issued to the shareholders of Latin American Subcarrier Services Group, Inc. SCHEDULE 3.4 As of the time of the resignation of Patrick R. Boyd and Tim T. Chang, Fighton had not filed its State of California or tax returns for the period ended December 31, 2000 and had certain bills outstanding to its accountants, Weinberg & Co., that were less than $3,000. The federal tax returns were filed late, but the Company had no revenues of any kind since inception. The State of California has a minimum $800 annual tax, plus penalties for the year 2000. EX-3 4 doc3.txt MAJORITY SHAREHOLD CONSENT RESOLUTIONS FIGHTON SUCCESSION CORPORATION TO BE KNOWN AS KEY CARD COMMUNICATIONS, INC. SEPTEMBER 5, 2001 Each of the undersigned shareholders having specifically entered into a Waiver of Notice, hereby agree to an informal meeting between them as majority shareholders to pass and adopt certain shareholder resolutions for the corporation by Majority Shareholder Consent. Each of the undersigned further represent that collectively they hold and may vote in excess of fifty percent of the issued and outstanding shares of Fighton Succession Corporation to be known as Key Card Communications, Inc. The specific sharehold interest and percentage of issued and outstanding shares of each of the undersigned principal shareholders is as set-out below: Name No. of Shares Percentage of Issued and Outstanding ---- ------------- ------------------------------------ 1. B. Stephen May 8,500,000 47.8% 2. Cliff Wildes 600,000 3.3% 3. Michael Rejbeni 800,000 4.4% 4. 5. TOTAL The undersigned majority shareholders collectively agree that Fighton is in immediate need of appointment of directors who in turn should appoint principal officers to carry on various aspects of the reorganization and business resulting from the acquisition by Fighton Succession Corporation of its newly acquired sole operating subsidiary, Key Card Communications, Inc. Specifically, the undersigned majority shareholders agreed to consider and vote upon the following proposals: 1 Resolution to change the name of the public entity, Fighton Succession Corporation, to Key Card Communications, Inc. 2 Resolution electing a slate of nominee directors as approved by the undersigned majority shareholders and currently holding positions within Key Card Communications, Inc. 3. Resolution providing standby authority to Board of Directors and approval of any merger of the acquired operating subsidiary Key Card Communications, Inc., with a newly formed reorganization corporation in Nevada for the purpose of consolidating into a single merged entity the operating company (Key Card Communications, Inc.) with the parent company (Fighton Succession Corporation) t/b/k/a Key Card Communications, Inc. and concurrently approving merger with a reorganization entity formed in Nevada for the sole purpose of transferring the domicile of the reorganized corporation to Nevada. The undersigned shareholders understand this to be a "three way merger" for the purposes of consolidating operations and changing domicile, as generally described above, and may generically refer to such merger authority in these resolutions as a three way merger. 4. Enter an advisory resolution to the newly appointed Board of Directors to promptly appoint principal officers for the corporation and to retain experts as necessary to consider and complete as advisable the three way merger and to proceed further with filing of required public reporting documents under the Securities and Exchange Act of 1934 (34' Act) and to initiate and prepare an SB-2 Registration Statement for existing outstanding shares, as well as new capital to be raised as subsequently approved by the Board of Directors. After general and extensive discussion of each of the foregoing proposals and based upon advice of retained counsel for Key Card Communications, Inc. and the discussions with the existing Board of Directors of Key Card Communications, Inc., the following specific resolutions were adopted by Majority Shareholder Consent, with each of the undersigned voting affirmatively in favor of each of the resolutions: 1. RESOLVED - CHANGE OF NAME Fighton Succession Corporation shall change its name to Key Card Communications, Inc. with Articles to be filed of record and notice given as the Board of Directors shall determine necessary or appropriate. The name change shall occur either as part of a three way merger or continuation as parent and subsidiary as the Board may subsequently determine. In all events, if a parent/subsidiary continues then the name of the operating subsidiary shall likewise be changed to reflect such relationship. 2. RESOLVED - ELECTION OF DIRECTORS The undersigned majority shareholders hereby approve and elect the following as the initial three directors of Fighton Succession Corporation: 1. B. Stephen May 2. Marcia Bates 3. Michael Rejbeni It is further resolved, as an advisory matter, that the newly appointed directors should immediately meet and appoint principal officers to act for and on behalf of the corporation and to carry out, among day-to-day business matters, the other resolutions adopted herein. 3. RESOLVED - STANDBY MERGER AUTHORITY The undersigned majority shareholders hereby approve and ratify standby authority for a three way merger of the company such that the acquired operating subsidiary, Key Card Communications, Inc., would be merged into the above named parent company Fighton Succession Corporation and a third concurrent merger will occur to change its domicile to the State of Nevada through a newly formed merger vehicle in that jurisdiction with the resulting single public entity to by known as Key Card Communications, Inc., a Nevada corporation. The undersigned majority shareholders further agree and consent that should the newly appointed Board of Directors approve that the company may exist and operate on an interim or permeant basis as Key Card Communications, Inc. with the acquired operating subsidiary, the subsidiary should be known as Key Card Communications Operating Company, Inc. or some reasonable derivation of such name. The undersigned majority shareholders also understand and agree that the Board of Directors may deem it necessary or advisable to call a shareholder meeting for approval of any such merger. 4. RESOLVED - ADVISORY MATTERS The undersigned principal shareholders further enter an advisory resolution and request the Board of Directors to promptly complete all security act filings required incident to the recent reorganization of the company with Key Card Communications, Inc., to complete all 34' Act filings and to commence work on a SB-2 Registration of presently issued and outstanding shares as well as additional shares to raise further capital as the Board of Directors may subsequently determine. The undersigned majority shareholders further understand and agree that the Board of Directors will allocate funding for such endeavors and shall retain legal counsel, auditors and other experts necessary to complete such filings and registrations. There being no further business to come before the special shareholders meeting the meeting was adjourned and the foregoing resolutions were unanimously approved by the undersigned shareholders. Done the day and date first above written. MAJORITY SHAREHOLDERS: - ------------------------------- B. Stephen May - ------------------------------- Cliff Wildes - ------------------------------- Michael Rejbeni -----END PRIVACY-ENHANCED MESSAGE-----