-----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, A+Uh4lGbJaBscWjp4DgWfUytW0apzAuGTdHQtAKOsr7s4jopxnHyBXgf8ajCxlXo SPwgJG1mTamY7yz2kyYbXg== 0000949353-03-000548.txt : 20031205 0000949353-03-000548.hdr.sgml : 20031205 20031205163549 ACCESSION NUMBER: 0000949353-03-000548 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20031125 ITEM INFORMATION: Changes in control of registrant ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Changes in registrant's certifying accountant ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031205 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CIROND CORP CENTRAL INDEX KEY: 0001132810 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 880469593 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-49763 FILM NUMBER: 031040748 BUSINESS ADDRESS: STREET 1: 530 999 W HASTINGS ST STREET 2: VANCOUVER BRITISH COLUMBIA CITY: CANADA STATE: A1 ZIP: V6C2W2 BUSINESS PHONE: 6046884060 MAIL ADDRESS: STREET 1: 4185 STILL CREEK DR STREET 2: STE B-101 CITY: BURNABY ALBERTA CANADA STATE: A1 ZIP: V6C2W2 FORMER COMPANY: FORMER CONFORMED NAME: EXMAILIT COM DATE OF NAME CHANGE: 20010118 8-K 1 f8k-112503.txt FORM 8-K 11-25-03 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 (Date of earliest event reported) NOVEMBER 25, 2003 CIROND CORPORATION (Exact name of registrant as specified in its charter) NEVADA 0-49763 88-0469593 (State or other jurisdiction of (Commission (IRS Employer incorporation) File Number) Identification No.) 4185 STILL CREEK DRIVE #B-101, BURNABY, BRITISH COLUMBIA, CANADA V5C 6G9 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (604) 205-5039 EXMAILIT.COM (Former name or former address, if changed since last report) ITEM 1. CHANGES IN CONTROL OF REGISTRANT On November 25, 2003, pursuant to a Stock Exchange Agreement (the "Stock Exchange Agreement") by and between Cirond Corporation (formerly eXmailit.com), a Nevada corporation (the "Company"), and Seaside Holdings Inc. (f/k/a Cirond Technologies Inc.), a Colorado corporation ("CTI"), as amended by the First Amendment to the Stock Exchange Agreement dated November 13, 2003 (the "First Amendment") (the Exchange Agreement and the First Amendment and collectively referred to herein as the "Agreement"), the Company acquired all of the issued and outstanding capital stock of CTI's wholly owned subsidiary, Cirond Networks Inc., a Nevada corporation ("CNI"), in exchange for 17,000,000 post-Forward Split shares ("Shares") of the Company's common stock ("Common Stock"). As a result, CTI owns approximately 48.3% of the Company's issued and outstanding shares. In addition, pursuant to the terms of the Agreement, the Company issued an aggregate of 1,300,000 post-Forward Split shares in of its Common Stock in exchange for $650,000 in indebtedness of CNI (the "CNI Indebtedness") which was held by Cirond Ventures Partners Inc., Stumdell Limited, and Steven Velardi. As a result of the Agreement, effective November 25, 2003, CNI became a wholly-owned subsidiary of the Company. In connection with the closing of the acquisition of CNI, all of the officers and directors of the Company resigned and Nicolas R. Miller was appointed as the sole officer and director of the Company. Mr. Miller was elected as the sole director of the Company at the Company's shareholder meeting on October 3, 2003; however, he did not accept his appointment until November 25, 2003, in connection with the acquisition of CNI. Mr. Miller is the sole officer and director of CTI and owns 7,266,667 shares (43.5%) of CTI's issued and outstanding stock. As a result, he may be deemed to be the beneficial owner of 17,000,000 shares (48.3%) of the Company's issued and outstanding shares. Except as disclosed in this Form 8-K, the Company is not aware of any arrangement that may in the future result in a change in control of the Company. ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS As a result of the acquisition of CNI, as discussed above in "Item 1. Changes in Control of Registrant," the Company's principal office has been moved to the facilities of CNI in Burnaby, British Columbia. In addition, the Company now has an operating subsidiary. CNI is a developer of technologies designed to enhance the performance and security of wireless networking technologies, with an initial specific focus on 802.11b Wireless Local Area Network ("WLAN") technology. A WLAN is one in which a mobile user can connect to a local area network ("LAN") through a wireless (radio) connection. The 802.11b standard for WLANs - often called "WiFi" - is part of the 802.11 series of WLAN standards from the Institute of Electrical and Electronics Engineers ("IEEE"). 2 CNI manufacturers products incorporating its proprietary technology that are applicable to all segments of the WLAN marketplace. Cirond's products are principally focused on WiFi network management and implementation, and enable WiFi networks to be installed easily, operated optimally, and managed more effectively and also offer improvements to network security by offering a robust security system suitable for most typical business environments. Cirond's approach to WiFi security is to provide technologies that improve the overall security and implementation of the WEP security scheme, while buttressing it with a variety of propriety intrusion detection and location-enabled security and access technologies. CNI conducts its research and development activities through its subsidiary, Cirond Networks (Canada) Inc., a British Columbia corporation. As of December 5, 2003, CNI and Cirond Networks (Canada) Inc., collectively, had 8 employees, and one contract employee, all of which were full-time. No employees are represented by labor unions. The amount of consideration to be given and received under the Agreement was determined after negotiation between the Company and Cirond. In connection with the Agreement, the Company cancelled 2,990,000 pre-Forward Split shares of Common Stock held by its founders (the "Share Cancellation"), and effected a 16-for-1 forward stock split ("Forward Split") of the remaining outstanding shares. In addition, the Company issued 750,000 shares in a private placement financing, at a price of $0.50 per share for gross proceeds of $375,000. In anticipation of the closing of the acquisition, the proceeds of the offering were loaned to CNI pursuant to a promissory note dated November 14, 2003 (the "CNI Note"). ITEM 3. BANKRUPTCY OR RECEIVERSHIP Not applicable. ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT Effective December 1, 2003, the board of directors of the Company dismissed the Company's independent auditor, Parker & Co. ("Parker"). The dismissal of Parker was unrelated to Parker's performance. The dismissal, which was approved by the Company's board of directors, was related to the acquisition of CNI and the appointment of CNI's independent auditor, KPMG, LLP, as the independent auditor for the Company. Parker's report on the Company's financial statements for either of the past two years did not contain an adverse opinion or disclaimer of opinion, and was not modified as to uncertainty, audit scope or accounting principles. During the Company's two most recent fiscal years and the subsequent interim period ending December 1, 2003, there were no disagreements between the Company and Parker on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to the satisfaction of Parker, would have caused that firm to make reference to the subject matter of the disagreement in connection with its audit report. During the Company's two most recent fiscal years and the 3 subsequent interim period ending December 1, 2003, Parker did not advise the Company of any of the items listed any Item 304(a)(1)(iv)(B) of Regulation S-B. The Company has requested Parker to furnish it a letter addressed to the Commission stating whether it agrees with the above statements. A copy of that letter, dated December 3, 2003, is filed as Exhibit 16.1 to this Form 8-K. On December 1, 2003, the board of directors of the Company approved the engagement of KPMG, LLP to audit the financial statements for the fiscal year ended December 31, 2003. During the two most recent fiscal years and the subsequent interim period through December 1, 2003, neither the Company nor anyone on its behalf consulted KPMG, LLP regarding the application of accounting principles to a specific completed or contemplated transaction, or the type of audit opinion that might be rendered on the Company's financial statements. ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE Pursuant to General Instruction F., the registrant incorporates by reference the information contained in the document filed as Exhibit 99.1 to this Form 8-K. Pursuant to General Instruction F., the registrant incorporates by reference the information contained in the document filed as Exhibit 99.2 to this Form 8-K. ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS Not applicable. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial statements of businesses acquired: The audited financial statements of CNI as of and for the period ended December 31, 2001 and the fiscal year ended December 31, 2002 and the unaudited financial statements of CNI as of and for the nine months ended September 30, 2003 will be filed by amendment within sixty days after the date this report is filed with the Commission. (b) Pro forma financial information: To be filed by amendment within sixty days after the date this report is filed with the Commission. 4 (c) Exhibits: REGULATION S-K NUMBER DOCUMENT 2.1 Stock Exchange Agreement by and between Cirond Corporation (f/k/a eXmailit.com) and Seaside Holdings Inc. (f/k/a Cirond Technologies Inc.) dated August 29, 2003 2.2 First Amendment to Stock Exchange Agreement by and between Cirond Corporation and Seaside Holdings Inc. (f/k/a Cirond Technologies Inc.) dated November 13, 2003. 16.1 Letter from Parker & Co. dated December 3, 2003. 99.1 Press release dated December 1, 2003. 99.2 Press release dated December 3, 2003. 99.3 Promissory Note dated November 14, 2003 issued by Cirond Networks, Inc. 99.4 Audited Financial Statements of Cirond Networks, Inc. as of and for the period ended December 31, 2001 and the fiscal year ended December 31, 2002.* 99.5 Unaudited Financial Statements of Cirond Networks, Inc. for the nine months ended September 30, 2003.* 99.6 Pro Forma Combined Balance Sheet and Income Statement for Cirond Networks, Inc. and Cirond Corporation as of December 31, 2002 and September 30, 2003.* --------------------- *to be filed by amendment within sixty days after the date this report is filed with the Commission. ITEM 8. CHANGE IN FISCAL YEAR Not applicable. ITEM 9. REGULATION FD DISCLOSURE Not applicable. 5 ITEM 10. AMENDMENTS TO THE REGISTRANT'S CODE OF ETHICS, OR WAIVER OF A PROVISION OF THE CODE OF ETHICS Not applicable. ITEM 11. TEMPORARY SUSPENSION OF TRADING UNDER REGISTRANT'S EMPLOYEE BENEFIT PLANS Not applicable. ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION Not applicable. 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. CIROND CORPORATION December 5, 2003 By: /s/ NICHOLAS MILLER -------------------------------------- Nicholas Miller, President 6 EX-2 3 stckexchgagmt.txt EXH 2-1 STOCK EXCHANGE AGMT EXHIBIT 2.1 STOCK EXCHANGE AGREEMENT BY AND BETWEEN CIROND CORPORATION (F/K/A EXMAILIT.COM) AND SEASIDE HOLDINGS INC. (F/K/A CIROND TECHNOLOGIES INC.) DATED AUGUST 29, 2003 STOCK EXCHANGE AGREEMENT THIS STOCK EXCHANGE AGREEMENT ("Agreement") is executed this 29th day of August, 2003, by and among eXmailit.com, a Nevada corporation with offices at 530-999 West Hastings Street, Vancouver, B.C., Canada V6C 2W2 ("ExMail"), and Cirond Technologies Inc., a Colorado corporation with offices at 4185 Still Creek Drive, Burnaby, B.C. Canada V5C 6C6 ("Cirond"). (ExMail and Cirond may hereinafter be referred to individually as a "Party" or collectively as the "Parties"). PREMISES Whereas, ExMail has registered its common stock, par value $0.001 ("Common Stock"), with the Securities and Exchange Commission under Section 12(g) of the Securities Exchange Act of 1934; and Whereas, ExMail's Common Stock is listed for quotation on the Over-the-Counter Bulletin Board (the "OTC-BB") administered by the National Association of Securities Dealers; and Whereas, ExMail is desirous of acquiring an operating entity; and Whereas, Cirond has had limited success raising capital to fund its operating subsidiary, Cirond Networks, Inc., a Nevada corporation ("CNI"), including the operations of Cirond Networks (Canada) Inc., a British Columbia corporation, all of the issued and outstanding shares of which are held by CNI; and Whereas, ExMail is in the process of (i) canceling 2,990,000 shares of Common Stock held by founders of ExMail (the "Share Cancellation"), (ii) amending its Articles of Incorporation, (iii) amending its Bylaws; (iv) effecting a 16-for-1 forward stock split of the 1,010,000 shares of stock which shall be outstanding after the Share Cancellation (the "Forward Stock Split"); and (v) adopting a stock option plan (the "Stock Option Plan"); and Whereas, Cirond desires to exchange and transfer (the "Exchange") all of the capital stock of CNI to ExMail, and ExMail desires to acquire any and all rights and interests in and to all of the issued and outstanding capital stock of CNI in exchange for 4,000,000 post-Forward Stock Split shares of ExMail's Common Stock, as described below, which shall equal approximately 20% of ExMail's then issued and outstanding post-Forward Stock Split shares (without giving effect to the Private Placement, as defined below); and Whereas, ExMail intends to conduct a private placement offering of up to 1,000,000 shares of its post-Forward Stock Split shares of Common Stock at a price of $0.50 per share (the "Private Placement"), of which ExMail shall have held in escrow a minimum of $300,000 to fund CNI's operations by Closing, with the purchasers in such offering receiving approximately 4.7% of ExMail's then issued and outstanding post-Forward Stock Split shares (assuming all 1,000,000 shares are sold in the Private Placement and taking into account the issuance of 4,000,000 shares of post-Forward Stock Split shares of Common Stock to Cirond); and Whereas, ExMail's current management shall resign and Cirond's designees (the "Cirond Designees") shall be appointed to the board of directors of ExMail in connection with the Page 1 of 12 Exchange and such designees shall elect all the officers of ExMail following the Exchange; and Whereas, the Cirond Designees intend to issue options to officers, directors and employees under the Stock Option Plan for up to 10% of the then issued and outstanding shares of Common Stock, and intend to issue additional options as authorized by the Stock Option Plan; and Whereas, the Parties desire to make this transaction a tax-free exchange of stock under the Internal Revenue Code of 1986, as amended (the "Code"). AGREEMENT NOW, THEREFORE, based on the foregoing premises, which are incorporated herein by this reference, and for and in consideration of the mutual covenants and agreements contained herein, and in reliance on the representations and warranties set forth in this Agreement, the benefits to be derived herein and for other valuable consideration, the sufficiency of which is hereby expressly acknowledged, the Parties agree as follows: 1. CONSIDERATION AND EXCHANGE OF SHARES. At the closing, as defined in Section 7 herein ("Closing"), Cirond agrees to exchange, assign, transfer and convey exclusively to ExMail Fourteen Million Seven Hundred Forty Thousand Two Hundred Fifty (14,740,250) shares of common stock of CNI ("CNI Shares"), which represent all of the issued and outstanding capital stock of CNI. Accordingly, from and after Closing, CNI will be a wholly-owned subsidiary of ExMail. At Closing, ExMail will tender to Cirond Four Million (4,000,000) post-Forward Stock Split shares (the "Shares") of its Common Stock (which shall equal approximately 20% of ExMail's then issued and outstanding shares of Common Stock without giving effect to the Private Placement). The Shares will be issued pursuant to exemptions from registration under the Securities Act of 1933, as amended (the "Act"), and consequently restricted as to resale under Rule 144 ("Rule 144"). ExMail is in the process of effecting a 16-for-1 forward stock split of its issued and outstanding Common Stock. In the event the Forward Stock Split is not effected prior to the consummation of the exchange of shares pursuant to this Agreement, Cirond will receive Two Hundred Fifty Thousand (250,000) pre-Forward Stock Split shares of Common Stock at Closing, which shall equal approximately 20% of ExMail's then issued and outstanding shares of Common Stock, without giving effect to the Private Placement. 2. CNI'S OPERATIONS. CNI's operations consist of the development, production and sales of WLAN related products and technology. It is the express intention of the Parties to this Agreement that any and all assets of CNI shall remain assets of CNI, with CNI becoming a wholly owned subsidiary of ExMail. The Parties desire that CNI's management and key employees continue to serve in their respective positions after CNI becomes wholly-owned by ExMail and that CNI's operations continue in the same manner. 3. REPRESENTATIONS, WARRANTIES AND COVENANTS OF CIROND. Cirond represents, warrants and covenants that: a. It is duly organized and in good standing as a corporation under the laws of Colorado and has all necessary power and authority to engage in the business in which it is presently engaged and to execute and deliver and carry out the Page 2 of 12 provisions of this Agreement. b. CNI is duly organized and in good standing as a corporation under the laws of Nevada and has all necessary power and authority to engage in the business in which it is presently engaged. c. It is the sole shareholder of record of CNI, holding all of the issued and outstanding common stock of CNI. All of CNI's issued and outstanding shares have been duly authorized, validly issued, fully paid and are non-assessable. d. All corporate and shareholder action on its part required for the lawful execution and delivery of this Agreement and the issuance, execution and delivery of the CNI Shares will be duly and effectively taken prior to or at Closing. Upon execution and delivery, and subject to shareholder approval, this Agreement will constitute its valid and binding obligation, enforceable in accordance with its terms, except as the enforceability may be limited by applicable bankruptcy, insolvency or similar laws and judicial decisions affecting creditors' rights generally. e. There are no outstanding warrants, options, pledged or derivative securities, or any other commitment, contingency or obligation in existence relating in any manner to the CNI Shares or any other CNI security. All of the documents relating to the authorization of the CNI Shares will be provided to ExMail prior to, or simultaneous with, the Closing. f. There are no claims, demands, proceedings, defaults, obligations, suits, or threats of suit, seizure, or foreclosure against it or, to Cirond's knowledge, any of its officers, directors or 10% or greater shareholders, and that there is no suit, action, or legal, administrative, arbitration, or other proceeding pending or threatened relating to the CNI Shares which could as of Closing adversely affect the CNI Shares or ExMail's ownership of such following Closing. g. Cirond and CNI agree not to engage in any transactions outside the normal and ordinary course of business including, but not limited to, incurring any debt, procuring any financing and/or loans, issuing any of its common stock and executing any material contracts through Closing, unless ExMail provides prior written consent to any such action. Notwithstanding the foregoing, CNI is authorized and allowed to enter into a Co-Marketing Agreement with Netgear, Inc. and/or a Product Development Agreement with KarlNet, Inc. and any documents ancillary to the foregoing. h. Prior to the execution of this Agreement it has conducted due diligence necessary and commercially customary for this Agreement and the transactions contemplated by it, and has had the opportunity to ask questions and receive answers from ExMail's management. Further, Cirond agrees after the execution of this Agreement to assist and cooperate in good faith with ExMail on a timely basis in providing any information or documents, or executing any documents, to fulfill any reasonable requests or requirements in connection with the transactions contemplated by this Agreement. The foregoing, however, does not limit or Page 3 of 12 modify the representations and warranties of ExMail in this Agreement or the right of Cirond to rely thereon. i. Cirond has not incurred any obligation or liability, contingent or otherwise, for brokerage fees, finder's fees, agent's commissions, or the like in connection with this Agreement or the transactions contemplated hereby. j. All of these representations, warranties and covenants shall be true and correct at Closing, unless such representation, warranty or covenant expressly speaks as of an earlier date. k. All of these representations, warranties and covenants shall survive the Closing. 4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF EXMAIL. ExMail represents, warrants and covenants that: a. It is a corporation duly organized and in good standing as a corporation under the laws of the State of Nevada, and has all necessary power and authority to engage in the business in which it is presently engaged and to execute and deliver and carry out the provisions of this Agreement. b. All of its outstanding Shares of Common Stock were duly authorized, validly issued, fully paid and are non-assessable. c. All corporate and shareholder action on its part required for the lawful execution and delivery of this Agreement and the issuance and delivery of the Shares have been duly and effectively taken. Upon execution and delivery, this Agreement will constitute its valid and binding obligation, enforceable in accordance with its terms, except as the enforceability may be limited by applicable bankruptcy, insolvency or similar laws and judicial decisions affecting creditors' rights generally. Neither the execution and delivery of this Agreement by ExMail nor the performance by ExMail of the transactions contemplated hereby will: (a) violate or conflict with any provisions of any law or order applicable to the ExMail; or (b) require any consent or approval by or filing or notice with any governmental or regulatory body, which has not been made or obtained on or prior to Closing. d. There are no outstanding warrants, options, pledged or derivative securities, or any other commitment, contingency or obligation in existence relating in any manner to the Shares or any other ExMail security. All of the documents relating to the authorization of the Shares have been provided to Cirond prior to, or simultaneous with, the execution of this Agreement. e. There are no claims, demands, proceedings, defaults, obligations, suits, or threats of suit, seizure, or foreclosure against it or, to ExMail's knowledge, any of its officers, directors or 10% or greater shareholders, and that there is no suit, action, or legal, administrative, arbitration, or other proceeding pending or threatened relating to the Shares which could as of Closing adversely affect the Shares or Cirond's ownership of such following Closing. Page 4 of 12 f. ExMail agrees to not to engage in any transactions outside the normal and ordinary course of business including, but not limited to, incurring any debt, procuring any financing and/or loans, issuing any of its Common Stock and executing any material contracts through Closing, unless Cirond provides prior written consent to any such action. Notwithstanding the foregoing, ExMail is authorized and allowed to conduct a the Private Placement financing for up to 1,000,000 shares of post-Forward Stock Split shares of Common Stock at a price of $0.50 per share and on such other terms to be agreed to in writing by Cirond prior to the Private Placement. g. Prior to the execution of this Agreement it has conducted due diligence necessary and commercially customary for this Agreement and the transactions contemplated by it, and has had the opportunity to ask questions and receive answers from Cirond's management. Further, ExMail agrees after the execution of this Agreement to assist and cooperate in good faith with Cirond on a timely basis in providing any information or documents, or executing any documents, to fulfill any reasonable requests or requirements in connection with the transactions contemplated by this Agreement. The foregoing, however, does not limit or modify the representations and warranties of Cirond in this Agreement or the right of ExMail to rely thereon. h. It will attempt, in good faith and on a timely basis, to effect the Share Cancellation and the Forward Stock Split prior to Closing. Further, ExMail represents that, in the event the Forward Stock Split is not effected prior to Closing, ExMail will issue to Cirond at Closing Two Hundred Fifty Thousand (250,000) pre-Forward Stock Split shares of Common Stock (which shall represent approximately 20% of ExMail's then issued and outstanding shares of Common Stock, without giving effect to the Private Placement), the equivalent to the Four Million (4,000,000) post-Forward Stock Split shares. i. Cirond's designees shall have been appointed as the officers and directors of ExMail effective on or before the Closing. j. ExMail does not have any liabilities, current or contingent, in the aggregate in excess of $5,000 other than those identified to Cirond by delivery of all those documents underlying such obligations or liabilities. k. ExMail has no profit-sharing, stock bonus, pension, retirement, or similar deferred compensation arrangements. l. ExMail has no stock option plans or other incentive compensation programs. m. The issuance of the Shares by ExMail for the outstanding shares of CNI is in exchange for reasonably equivalent value and fair consideration. At Closing, after giving effect to (i) the transactions contemplated by this Agreement and (ii) any other transactions contemplated by this Agreement or by ExMail on or after Closing, ExMail: (i) will be solvent; (ii) will not have unreasonably small capital with which to engage in the operation of its business; and (iii) will not have Page 5 of 12 incurred or planned to incur debts beyond its ability to pay as they mature. n. Except as disclosed in writing to Cirond prior to the execution of this Agreement, neither ExMail, nor, to ExMail's knowledge, any officer, employee or agent thereof, is in violation of, or in default under, any law or order applicable to ExMail if such violation or default, either prior to Closing or subsequent to Closing, would have a material adverse effect on ExMail's operations or the transactions contemplated by this Agreement. ExMail has not received any notice to the effect that, or otherwise been advised that, it is not in compliance with any such law or order. o. (i) ExMail has obtained all governmental permits which are required in connection with the operations of its business, (ii) all requisite governmental permits are in full force and effect and (iii) no proceedings for the suspension or cancellation of any governmental permit is pending or threatened, except where the failure to hold any such governmental permit would not, either prior to Closing or subsequent to Closing, have a material adverse effect on ExMail's operations or the transactions contemplated by this Agreement. p. Copies of all material contracts (involving more than 10% of ExMail's total assets) and all related-party contracts (between ExMail and any officer, director, or owner, beneficially or of record, of 10% or more of ExMail's issued and outstanding Common Stock) entered into by ExMail and still in effect have been provided to Cirond prior to, or simultaneous with, the execution of this Agreement. q. ExMail has a total of 4,000,000 pre-Forward Stock Split shares of Common Stock issued and outstanding as of the date of this Agreement, which are held by 34 shareholders of record, and no shares of preferred stock issued and outstanding. r. The Shares when so issued, sold and delivered against payment therefor in accordance with the provisions of this Agreement, will be duly authorized and validly issued, fully paid and non-assessable, and when so issued, sold and delivered, the Shares shall be free and clear of all pledges, liens, encumbrances and preemptive rights. s. ExMail will give Cirond thirty (30) days' written notice prior to destroying or discarding any books, records or other data of Cirond, and if Cirond so reasonably requests, shall allow Cirond, at Cirond's expense, an opportunity to examine, duplicate or take possession of such books, records and/or other data, prior to their being destroyed or discarded. For a period of seven (7) years following Closing, ExMail shall, and shall cause the CNI to, retain and afford to Cirond and its affiliates, their counsel and their accountants, during normal business hours and upon reasonable advance notice, reasonable access to the books, records and other data of CNI with respect to the period prior to Closing and, with respect to the applicable current taxable period, Page 6 of 12 to the extent that such access may be reasonably required by Cirond to facilitate (i) the preparation and timely filing by Cirond of such tax returns as it may be required to file with respect to the operations of CNI, the making of any election related to taxes or in connection with any audit, amended return, claim for refund or any suit or proceeding with respect thereto, (ii) the investigation, litigation and final disposition of any claims, suits or proceedings which may have been or may be made against Cirond or its affiliates in connection with CNI, and (iii) any indemnification claims made under this Agreement or the defense thereof. t. The financial statements and SEC filings of ExMail are complete and accurately reflect the financial condition and operations of ExMail, and there are no material adverse changes in the business of ExMail since the date of said statements that have not already been disclosed in writing to Cirond. ExMail has made, and will make when due, all filings required to be made under the Securities Exchange Act of 1934 and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. u. ExMail has not incurred any obligation or liability, contingent or otherwise, for brokerage fees, finder's fees, agent's commissions, or the like in connection with this Agreement or the transactions contemplated hereby. v. ExMail is acquiring the CNI Shares for investment only, for ExMail's own account, and not with a view to, for offer for sale or for sale in connection with, the distribution or transfer thereof. The CNI Shares are not being purchased for subdivision or fractionalization thereof; and ExMail has no contract, undertaking, agreement or arrangement with any person to sell, hypothecate, pledge, donate or otherwise transfer (with or without consideration) to any such person any of the CNI Shares which ExMail is acquiring hereunder, and ExMail has no present plans or intention to enter into any such contract, undertaking, agreement or arrangement. w. All of these representations, warranties and covenants shall be true and correct at Closing, unless such representation, warranty or covenant expressly speaks as of an earlier date. x. All of these representations, warranties and covenants shall survive the Closing. 5. DEFAULT & CURE. In the event a Party fails or refuses to perform any of its obligations under this Agreement in a timely manner, then the other Party shall give notice to such other Party of default hereunder. The notice of default shall set forth with sufficient specificity and particularity the details of the default. The Party to whom the default notice is given shall have thirty (30) days from the date of the delivery of the notice to either (a) cure the deficiencies set forth in the notice or (b) give written reply to the notice setting forth with particularity the reasons for the nonexistence of default or inability to cure the default(s). In the event the Party receiving notice of default does not cure such default or set forth reasons for the nonexistence of default by thirty (30) calendar days from the date of delivery of the notice, the defaulting Party will be deemed in breach of this Agreement. Page 7 of 12 Upon breach of this Agreement, the non-breaching Party shall have the right to rescind this Agreement and all of the transactions contemplated by it. In the event this Agreement is rescinded in accordance with this Section 5, the Parties shall take such actions as necessary to give effect to such rescission. The representations set forth in this Section 5 are ongoing representations and shall survive the Closing. The remedies set forth in this Section 5 are not exclusive and the Parties to this Agreement shall be entitled, notwithstanding the remedies set forth herein, to any and all other remedies available at law or otherwise. 6. INDEMNIFICATION. a. Cirond shall indemnify and hold ExMail and its respective management harmless with respect to any liabilities, losses, damages, costs or expenses (including reasonable legal fees and expenses) incurred by ExMail, directly or indirectly, which are occasioned by, caused by or result out of Cirond's breach of any of the terms, representations, warranties or covenants contained in this Agreement. This indemnification shall survive the Closing. b. ExMail shall indemnify and hold Cirond, and its respective management harmless with respect to any liabilities, losses, damages, costs or expenses (including reasonable legal fees and expenses) incurred by Cirond, directly or indirectly, which are occasioned by, caused by or result out of ExMail's breach of any of the terms, representations, warranties or covenants contained in this Agreement. This indemnification shall survive the Closing. 7. CLOSING AND TERMINATION. a. The Closing hereunder shall take place within ten (10) business days after the Agreement is approved by the shareholders of Cirond, on a date mutually agreed upon by the Parties. Closing shall consist of the Parties delivering the securities and other consideration contemplated hereunder, as well as any documents necessary to effect this Agreement. b. This Agreement may be terminated at any time prior to Closing as follows: i. By mutual written consent of the Parties; ii. By either Party, by written notice to the other Party, if Closing does not occur on or prior to October 15, 2003 (unless such event has been caused by a breach of this Agreement by the party seeking such termination); and iii. By either Party, if any judgment shall have been enacted, entered, promulgated or enforced which prohibits or enjoins the consummation of the sale and purchase of the CNI Shares and such judgment is or shall have become final and nonappealable. 8. TAX-FREE EXCHANGE. Insofar as possible, the Parties agree that the exchange of shares called for hereunder shall be a tax-free exchange under the tax laws and the Code, and not an acquisition of assets. Notwithstanding the foregoing, in the event the transactions contemplated by this Agreement are not deemed to be a tax-free exchange Cirdon shall be entitled to terminate this Agreement prior to Closing, in such event, neither Party shall be liable to the other under this Page 8 of 12 Agreement. 9. CONDITIONS TO CLOSING. The Closing called for hereunder shall be subject to: a. The delivery to ExMail at Closing of the CNI Share certificates; b. The delivery to Cirond at Closing of the Share certificates; c. Approval by Cirond's shareholders of this Agreement and the transactions contemplated hereby; d. The conduct of due diligence of CNI by ExMail or its agents, satisfactory to the management of ExMail that the books, records, and assets of CNI are in fact as have been represented; e. The conduct of due diligence of ExMail by Cirond or its agents, satisfactory to the management of Cirond that the books, records, and assets of ExMail are in fact as have been represented; f. The delivery of resolutions by the boards of directors of ExMail and Cirond ratifying this transaction; g. On or before Closing, ExMail shall have delivered Cirond resignations of all of the officers and directors of ExMail, which shall be effective on or before the Closing and Cirond's designees shall have been appointed as the officers and directors of ExMail effective on or before the Closing; h. ExMail shall have received an opinion of counsel from Dill Dill Carr Stonbraker & Hutchings, P.C., Denver, Colorado, or other counsel for Cirond, in form and substance satisfactory to ExMail and its counsel; i. Cirond shall have received an opinion of counsel from Woltjen Law Firm, Dallas, Texas, or other counsel for ExMail, in form and substance satisfactory to Cirond and its counsel; j. Cirond shall have delivered to ExMail a certificate signed by an officer of Cirond, dated as of Closing to the effect that each of the conditions specified inss.ss.3(k), 9(c) and 9(e) is satisfied in all respects; k. ExMail shall have delivered to Cirond a certificate signed by an officer of ExMail, dated as of Closing to the effect that each of the conditions specified in ss.ss. 4(w), 9(d) and 9(m) is satisfied in all respects; l. ExMail shall amend its Form 10-QSB filings for the quarters ended June 30, 2003 and March 31, 2003, which were filed with the Securities and Exchange Commission to include any items which may be missing from such filings; m. The delivery to ExMail of the documents relating to the authorization of the CNI Page 9 of 12 Shares; n. Woltjen Law Firm, as counsel for ExMail, shall be holding in escrow at least $300,000 in proceeds from the Private Placement for delivery to ExMail after Closing; o. The Parties shall have received all necessary approvals and consents, whether corporate, member, third party, or otherwise, made all necessary filings, and obtained all necessary approvals or consents for the consummation of the transactions contemplated by this Agreement; and p. No action or proceeding shall be pending in which it is sought to restrain or prohibit the consummation of the transactions contemplated hereby. No order which restrains or prohibits the transactions contemplated hereby shall be in effect and no governmental or regulatory body shall be seeking such an order or threatening to do so. 10. MISCELLANEOUS. a. In the event any one or more of the provisions contained in this Agreement are for any reason held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not effect any other provisions of this Agreement. This Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. b. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, legal representatives, successors and permitted assigns. The Parties may not transfer or assign all or any part of their rights or obligations except to the extent expressly permitted by this Agreement or otherwise agreed to in writing by all Parties. c. This Agreement constitutes the entire agreement and understanding among the Parties, and may not be modified or amended except as in writing signed by all Parties. This Agreement and its exhibits may be executed simultaneously in one or more counterparts and/or by facsimile, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. d. The Parties hereby acknowledge that they have had a full opportunity to seek legal, financial and tax assistance of their own choosing prior to the execution of this Agreement, and that they have done so, or have expressly waived their right to such assistance and counsel. e. Any controversy or claim arising out of or relating to this Agreement or the breach of it, shall be settled by binding arbitration in accordance with the rules of the American Arbitration Association, and judgment on the award rendered may be entered in any court having jurisdiction. f. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Nevada without reference to the conflict of laws principles thereof. Page 10 of 12 In the event any dispute regarding this Agreement arises between the Parties and is not resolved at arbitration, such dispute shall be brought in a proper jurisdiction located within Clark County, Nevada. g. All notices, requests, demands, and other communications required or permitted hereunder shall be in writing and shall be deemed to have been given if delivered by and, overnight courier, telefax, or mailed certified or registered mail with postage prepaid, to the addresses set forth below: If to ExMail: eXmailit.com 530-999 West Hastings Street, Vancouver, B.C., Canada V6C 2W2 Attention: Kevin Ryan, President With copies to: Woltjen Law Firm 4144 N. Central Expwy., Suite 410 Dallas, Texas 75204 Attention: Kevin S. Woltjen If to Cirond: Cirond Technologies Inc. 4185 Still Creek Drive Burnaby, B.C. Canada V5C 6C6 Attention: Nicholas Miller, President With copies to: Dill Dill Carr Stonbraker & Hutchings, P.C. 455 Sherman Street, Suite 300 Denver, Colorado 80203 Attention: Craig Stoner h. This Agreement has been prepared by the joint efforts of the attorneys of all of the signatories to this Agreement and shall not be construed against any particular Party. Should any provision of this Agreement require interpretation, the Parties hereto agree that the arbitrator or court interpreting or construing the same shall not apply a presumption that the terms hereof shall be more strictly construed against one Party by reason of the rule of construction that a document is to be more strictly construed against the Party who itself or through its agents prepared the same, it being agreed that the Parties hereto and their respective agents have participated in the preparation hereof. i. All costs and expenses, including, without limitation, fees and disbursements of counsel, financial advisors and accountants, incurred in connection with the negotiation, preparation, execution and delivery of this Agreement and consummation of the transactions contemplated hereby shall be paid by the Party incurring such costs and expenses. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year first above written. Page 11 of 12 "EXMAIL" - EXMAILIT.COM "CIROND" - CIROND TECHNOLOGIES INC. /s/ Kevin Ryan /s/ Nicholas Miller - ------------------------------ -------------------------------------- By: Kevin Ryan, President By: Nicholas Miller, President Page 12 of 12 EX-2 4 exh2-2_amdstkagmt.txt EXH 2-2 AMD STOCK EXCH AGMT EXHIBIT 2.2 FIRST AMENDMENT TO STOCK EXCHANGE AGREEMENT BY AND BETWEEN CIROND CORPORATION AND SEASIDE HOLDINGS INC. (F/K/A CIROND TECHNOLOGIES INC.) DATED NOVEMBER 13, 2003 FIRST AMENDMENT TO STOCK EXCHANGE AGREEMENT THIS FIRSTAMENDMENT TO STOCK EXCHANGE AGREEMENT (this "FIRST AMENDMENT") is executed this 13th day of November, 2003, by and among Cirond Corporation f/k/a eXmailit.com, a Nevada corporation with offices at 530- 999 West Hastings Street, Vancouver, B.C., Canada V6C 2W2 ("ExMail"), and Cirond Technologies Inc., a Colorado corporation with offices at 4185 Still Creek Drive, Burnaby, B.C. Canada V5C 6C6 ("Cirond"). (ExMail and Cirond may hereinafter be referred to individually as a "Party" or collectively as the "Parties"). RECITALS 1. The Parties hereto have entered into a Stock Exchange Agreement, dated August 29, 2003 (the "STOCK EXCHANGE AGREEMENT"); and 2. A dispute currently exists between the Parties regarding the valuation of Cirond Networks, Inc. ("CNI") and whether closing of the Stock Exchange Agreement actually occurred; and 3. Cirond has made certain attempts to terminate the Stock Exchange Agreement, but, as set forth herein, has rescinded any and all such attempts; and 4. In an effort to resolve this dispute, the Parties have agreed to amend the Stock Exchange Agreement with respect to the number of shares of common stock which ExMail will tender to Cirond in exchange for all of the issued and outstanding capital stock of CNI, the date of closing of the Stock Exchange Agreement, the issuance of shares by ExMail in exchange for outstanding indebtedness of Cirond and/or CNI, and the amount of common stock which ExMail is authorized to sell in a private placement; NOW, THEREFORE, the Stock Exchange Agreement is hereby amended as follows: 1. DEFINITIONS. All capitalized terms used but not defined herein shall have the meanings set forth in the Stock Exchange Agreement. All references to the "Agreement" in the Stock Exchange Agreement or this First Amendment shall refer to the Stock Exchange Agreement, as amended hereby. Notwithstanding the foregoing, all references to the "Shares" shall refer to the new amount of 18,300,000 shares, in aggregate, of ExMail's Common Stock. 2. AMENDMENTS. The following provisions of the Stock Exchange Agreement are hereby amended as follows: (a) The fifth paragraph of the Premises is hereby amended by replacing such paragraph in its entirety with the following: 1 "Whereas, ExMail is in the process of (i) canceling 47,840,000 shares of Common Stock held by founders of ExMail (the "Share Cancellation"), (ii) and has amended its Articles of Incorporation, (iii) amended its Bylaws; (iv) effected a 16-for-1 forward stock split of the 4,000,000 shares of outstanding stock (the "Forward Stock Split"); and (v) adopted a stock option plan (the "Stock Option Plan"); and" (b) The sixth paragraph of the Premises is hereby amended by replacing such paragraph in its entirety with the following: "Whereas, Cirond desires to exchange and transfer (the "Exchange") all of the capital stock of CNI to ExMail, and ExMail desires to acquire any and all rights and interests in and to all of the issued and outstanding capital stock of CNI in exchange for 17,000,000 post-Forward Stock Split shares of ExMail's Common Stock, as described below, which shall equal approximately 51% of ExMail's then issued and outstanding post-Forward Stock Split shares (giving effect to the Share Cancellation, but without giving effect to the Private Placement or the Debt Conversion, as those terms are defined below); and" (c) The seventh paragraph of the Premises is hereby amended by replacing such paragraph in its entirety with the following: "Whereas, ExMail has conducted a private placement offering of up to 2,000,000 shares of its post-Forward Stock Split shares of Common Stock at a price of $0.50 per share (the "Private Placement"). ExMail sold a total of 750,000 shares in the Private Placement, for gross proceeds of $375,000, which ExMail is holding in escrow and will fund CNI's operations; and" (d) The following new paragraph is hereby inserted between the seventh and eighth paragraphs of the Premises: "Whereas, ExMail has agreed to issue 1,300,000 shares of post-Forward Stock Split shares of ExMail's Common Stock in exchange for outstanding indebtedness of Cirond and/or CNI in the aggregate amount of $650,000, which indebtedness shall be cancelled after such exchange (the "Debt Conversion") with the holders of such debt receiving approximately 3.7% of ExMail's then issued and outstanding post-Forward Stock Split shares (taking into account the Share Cancellation, the issuance of 17,000,000 post-Forward Stock Split shares of Common Stock to Cirond and the issuance of 750,000 post-Forward Stock Split shares in the Private Placement); and" (e) The second paragraph of the Section 1 is hereby amended by replacing such paragraph in its entirety with the following: "At Closing, ExMail will tender 18,300,000 post-Forward Stock Split shares of its Common Stock (the "Shares") to Cirond in exchange for the CNI Shares with 17,000,000 post-Forward Stock Split shares being issued to Cirond and 1,300,000 post-Forward Stock Split Shares being issued to the holders of certain outstanding indebtedness of Cirond and/or CNI in exchange for indebtedness in the aggregate amount of $650,000 (the "Indebtedness"). The Indebtedness shall be cancelled by ExMail immediately after Closing. The Shares will be issued pursuant to exemptions from registration under the 2 Securities Act of 1933, as amended (the "Act"), and consequently restricted as to resale under Rule 144 ("Rule 144")." (f) Subparagraph (f) of Section 4 is hereby amended by replacing such paragraph in its entirety with the following: "ExMail agrees to not to engage in any transactions outside the normal and ordinary course of business including, but not limited to, incurring any debt, procuring any financing and/or loans, issuing any of its Common Stock and executing any material contracts through Closing, unless Cirond provides prior written consent to any such action. Notwithstanding the foregoing, ExMail is authorized and allowed to conduct a Private Placement financing for up to 2,000,000 shares of post-Forward Stock Split shares of Common Stock at a price of $0.50 per share and on such other terms to be agreed to in writing by Cirond prior to the Private Placement. " (g) Subparagraph (h) of Section 4 is hereby amended by replacing such paragraph in its entirety with the following: "As of November 13, 2003, ExMail has completed the Forward Stock Split and has 64,000,000 post-Forward Stock Split shares of Common Stock issued and outstanding (not including the 750,000 post-Forward Stock Split shares of Common Stock to be issued in the Private Placement). ExMail will attempt, in good faith and on a timely basis, to effect the Share Cancellation prior to Closing, and as such will have 16,160,000 post-Forward Stock Split shares of Common Stock issued and outstanding at Closing (not including the 750,000 post-Forward Stock Split shares of Common Stock to be issued in the Private Placement or the 1,300,000 post-Forward Stock Split shares of Common Stock to be issued as a result of the Debt Conversion)." (h) Subparagraph (l) of Section 4 is hereby amended by replacing such paragraph in its entirety with the following: "Except for the 2003 Stock Option Plan, ExMail has no stock option plans or other incentive compensation programs." (i) Subparagraph (a) of Section 7 is hereby amended by replacing such paragraph in its entirety with the following: "The Closing hereunder shall take place within five (5) business days after the First Amendment is approved by the shareholders of Cirond, on a date mutually agreed upon by the Parties. Closing shall consist of: (i) the Parties delivering the securities, (ii) delivery to ExMail of the Cirond shareholders' approval of all of the transactions contemplated by this Agreement and all amendments hereto, (iii) the tender by ExMail to Cirond of at least $375,000 from Woltjen Law Firm's escrow account, or if the proceeds have been loaned to CNI pursuant to Section 9(n), the tender of the promissory note or other evidence of indebtedness to CNI, or its counsel, for cancellation, (iv) other consideration contemplated hereunder, and (v) any documents necessary to effect this Agreement, including the documents required by Section 9, unless the Parties waive any such requirement in writing. In the event the Share Cancellation has not be completed prior to Closing, Cirond may terminate this Agreement without any further obligation or 3 liability, provided that Cirond has given at least ten (10) days written notice to ExMail prior to such termination and ExMail, after receipt of such notice, has failed to effect the Share Cancellation." (j) Subparagraph (b)(ii) of Section 7 is hereby amended by replacing such paragraph in its entirety with the following: "By either Party, by written notice to the other Party, if Closing does not occur on or prior to five (5) days following the receipt of approval by the Cirond shareholders (unless such event has been caused by a breach of this Agreement by the party seeking such termination); and" (k) Subparagraph (c) of Section 9 is hereby amended by replacing such paragraph in its entirety with the following: "Approval by Cirond's shareholders of this Agreement and the transactions contemplated hereby, and approval by the holders of the Indebtedness to convert the Indebtedness into shares of ExMail Common Stock, in accordance with the terms of this Agreement." (l) Subparagraph (i) of Section 9 is hereby amended by replacing such paragraph in its entirety with the following: "Cirond and the holders of the Indebtedness shall have received an opinion of counsel from Woltjen Law Firm, Dallas, Texas, or other counsel for ExMail, in form and substance satisfactory to Cirond, the holders of the Indebtedness and their counsel;" (m) Subparagraph (n) of Section 9 is hereby amended by replacing such paragraph in its entirety with the following: "Woltjen Law Firm, as counsel for ExMail, shall be holding in escrow $375,000 in proceeds from the Private Placement for delivery to ExMail after Closing. The Parties agree that ExMail shall loan the net proceeds from the Private Placement to CNI as soon as practicable after the execution of the First Amendment. An essential term to this loan is the representation, warranty and covenant of Nicholas Miller and Kevin O'Neill as respective owners of 43.5% and 9.5% of Cirond to vote all of their shares in favor of all transactions contemplated by this Agreement and the First Amendment. It is envisioned that this loan will be structured in a manner that allows for intercompany forgiveness after the effectiveness of the transactions set forth herein, and in all amendments hereto;" (k) The following new paragraph is hereby inserted as subparagraph (j) of Section 10: "The Parties agree that this Agreement imposes an implied duty of good faith and fair dealing on all the respective obligations of the parties." (l) Subparagraphs (d) and (e) of Section 9 are hereby deleted. 3. NO FURTHER AMENDMENTS. Except as expressly amended hereby, the Stock Exchange Agreement shall continue in full force and effect. Each Party hereto, by their signature hereto, agrees to be bound by all of the terms of the Stock Exchange Agreement, as 4 amended hereby. 4. MISCELLANEOUS. The provisions of Article 10 of the Stock Exchange Agreement shall apply equally with respect to this First Amendment. 5. RESCISSION OF TERMINATION. By executing this First Amendment, Cirond hereby rescinds the prior termination of the Stock Exchange Agreement and acknowledges that the Stock Exchange Agreement, as amended hereby, is in full force and effect as of the date of this First Amendment. IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be executed as of the date first written above. "EXMAIL" - CIROND CORPORATION "CIROND" - CIROND TECHNOLOGIES INC. /s/ Robert Gardner /s/ Nicholas Miller - --------------------------------- ---------------------------------- By: Robert Gardner, Treasurer By: Nicholas Miller, President 5 EX-16 5 exh16-1_accountant.txt EXH 16-1 LETTER FROM ACCOUNTANT EXHIBIT 16.1 LETTER FROM PARKER & CO. DATED DECEMBER 3, 2003 PARKER & CO. CHARTERED ACCOUNTANTS 200 - 2560 Simpson Road, Richmond B.C. V6X 2P9 Tel: (604) 276-9920 Fax: (604) 276-4577 December 3, 2003 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 RE: Cirond Corporation (f/k/a eXmailit.com) Commission File No. 0-49763 Dear Securities and Exchange Commission: We were previously the principal accountant for Cirond Corporation (f/k/a eXmailit.com) ("Cirond") and we reported on the financial statements of Cirond as of and for the years ended December 31, 2001 and December 31, 2002. On December 1, 2003, were were dismissed as Cirond's principal accountant. We have read Cirond's disclosures under Item 4 of its Form 8-K to be filed with the Commission on or about December 5, 2003, and we agree with all such statements made by Cirond contained in Item 4 of the Form 8-K. Sincerely, /s/ PARKER & CO. Parker & Co. EX-99 6 exh99-1_pressrelease.txt EXH 99-1 PRESS RELEASE EXHIBIT 99.1 PRESS RELEASE DATED DECEMBER 1, 2003 CIROND FORM IMMEDIATE RELEASE Contact: Geoff Wheelwright Corporate Communications Manager Cirond Corporation Tel: (866) 824-7662 CIROND CORPORATION COMPLETES THE ACQUISITION OF ALL ISSUED AND OUTSTANDING SHARES OF CIROND NETWORKS, INC. NEW OPERATING SUBSIDIARY BRINGS CIROND CORPORATION INTO THE DYNAMIC WIRELESS COMPUTER NETWORK MANAGEMENT AND SECURITY MARKET SAN JOSE, CALI. -- (BUSINESS WIRE) -- DEC. 1, 2003 -- Cirond Corporation (OTCBB: CROO-News), formerly exMailit.com, today announced that on November 25, 2003, it completed the acquisition of all of the issued and outstanding shares of Cirond Networks, Inc. ("CNI") from Cirond Technologies Inc. As a result of the acquisition, CNI has become a wholly-owned subsidiary of Cirond Corporation. The transaction was recently approved by the shareholders of both Cirond Corporation and Cirond Technologies Inc. In consideration for the sale of its interest in CNI, Cirond Technologies received 17 million restricted shares of Cirond Corporation's common stock. The issue of the shares for CNI brings the total number of Cirond Corporation shares outstanding to approximately 35.21 million, after giving effect to a share capital reorganization of Cirond Corporation. Upon closing of the transaction, Mr. Nicholas Miller was named to the board of Cirond Corporation and became the Company's President and CEO. Mr. Miller has founded a number of successful private and publicly-traded companies in the software, wireless, and Internet sectors. He has more than 20 years of experience as a technology executive -- including his work as founder of a number of successful private and publicly-traded companies. Mr. Miller is the holder of two U.S. patents related to wireless technology and the Internet. Mr. Miller said, "Throughout the next 12 months, we look forward to building on the organization's strengths as one of the leading suppliers of wireless network client management applications and an innovator in the development of wireless network management and security solutions." ...../2 1 CIROND CORPORATION COMPLETES ACQUISITION OF CIROND NETWORKS PAGE 2 The shareholders of Cirond Technologies Inc. have, in addition, approved a resolution to change its company name to Seaside Holdings Inc. As result of the transaction, Seaside has become the majority shareholder of Cirond Corporation. SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 FOR CIROND CORPORATION Various matters set forth in this press release, such as statements relating to the anticipated success of the company's products, the expected price, performance characteristics, specifications, market acceptance, and market growth of products developed and promoted by the company are forward-looking statements. These statements are subject to risks and uncertainties, including without limitation, the price/performance requirements of customers, the ability to sell products incorporating the technology, the impact and pricing of competing technologies, the introduction of alternative technological solutions, and other risks detailed from time-to-time in the Company's SEC filings and reports. ABOUT CIROND SAN JOSE, CALIFORNIA-BASED CIROND CORPORATION IS DEDICATED TO MAKING 802.11-BASED WIRELESS NETWORKS EASIER TO INSTALL AND WORK MORE EFFECTIVELY FOR CORPORATIONS, SMALL BUSINESSES, PROFESSIONALS AND CONSUMERS. THE COMPANY'S PRODUCTS INCLUDE WINC MANAGER, POCKETWINC (FOR USE ON POCKET PC-BASED HANDHELD COMPUTERS) AND WINC (DESIGNED FOR ALL VERSIONS OF WINDOWS FROM WINDOWS 98 SECOND EDITION TO WINDOWS XP). CIROND PRODUCTS ARE AVAILABLE DIRECTLY THROUGH THE COMPANY'S WEB SITE AT HTTP://WWW.CIROND.COM OR THROUGH ITS NETWORK OF VALUE ADDED RESELLERS. CIROND: MAKING WIRELESS WORK. ### Contact: Cirond Corporation Geof Wheelwright, 866-824-7622 EX-99 7 exh99-2_press.txt EXH 99-2 PRESS RELEASE EXHIBIT 99.2 PRESS RELEASE DATED DECEMBER 3, 2003 CIROND MAKING WIRELESS WORK FOR IMMEDIATE RELEASE Contact: Chris Mossing Vice-president, Sales & Marketing Cirond Corporation Tel: (866) 824-7662 CIROND ANNOUNCES CO-MARKETING AGREEMENT WITH NETGEAR LEADING WIRELESS NETWORK HARDWARE VENDOR WILL WORK WITH CIROND WIRELESS MANAGEMENT SOFTWARE SUITE TO PROVIDE ENHANCED NETWORK MANAGEMENT AND SECURITY SAN JOSE, CALIFORNIA - (DECEMBER 3, 2003) - Cirond Corporation (OTCBB: CROO.ob) today announced an agreement with leading wireless network hardware manufacturer NETGEAR that will see Cirond's WiNc Manager network management and security solutions marketed in conjunction with NETGEAR's business-class wireless solutions. Cirond and NETGEAR are planning a variety of initiatives to enable NETGEAR's value-added resellers to market complete wireless solutions incorporating Cirond's products and NETGEAR's hardware to end user customers. "We are pleased to have initiated this association with NETGEAR," said Cirond President and CEO Nicholas Miller. "Through the dynamic combination of Cirond's WiFi network management and security solutions and NETGEAR's leading edge wireless hardware, we are able to jointly offer comprehensive wireless business solutions to the marketplace that address all of the needs of typical small and medium-sized business users." "With the tightly integrated wireless business solutions marketed by NETGEAR and Cirond, business users will no longer have to assemble a variety of software and hardware 'point solutions' from a number of vendors," said Kevin Allan, NETGEAR's Director of Business Products. "This combination offers a complete "one-stop" for wireless business solutions." Cirond and NETGEAR plan a number of initiatives to introduce WiNc Manager and NETGEAR's business class products to end-users and value-added resellers. Details of these initiatives will be announced in the near future. ABOUT NETGEAR INC. NETGEAR PROVIDES BRANDED, EASY-TO-USE, RELIABLE AND TECHNOLOGICALLY ADVANCED NETWORKING SOLUTIONS FOR HOMES AND SMALL BUSINESSES. HEADQUARTERED IN THE HEART OF SILICON VALLEY, SANTA CLARA, CALIF., NETGEAR DESIGNS AND DEVELOPS PRODUCTS THAT ENABLE HOME AND SMALL BUSINESS USERS TO SHARE INTERNET ACCESS, PERIPHERALS, DIGITAL CONTENT AND APPLICATIONS AMONG MULTIPLE PERSONAL COMPUTERS AND OTHER INTERNET-ENABLED DEVICES. NETGEAR PRIMARILY MARKETS AND SELLS ITS PRODUCTS THROUGH DISTRIBUTORS BASED IN NORTH AMERICA, EUROPE AND THE ASIA/PACIFIC REGION TO A NETWORK OF RESELLERS, INCLUDING RETAIL STORES, MAIL ORDER CATALOGS AND ONLINE RETAILERS. FOR MORE INFORMATION VISIT THE COMPANY'S WEB SITE AT WWW.NETGEAR.COM OR CALL (408) 907- 8000. NETGEAR AND THE NETGEAR LOGO ARE REGISTERED TRADEMARKS OF NETGEAR, INC. IN THE UNITED STATES AND OTHER COUNTRIES. OTHER BRAND AND PRODUCT NAMES ARE TRADEMARKS OF THEIR RESPECTIVE HOLDERS. INFORMATION IS SUBJECT TO CHANGE WITHOUT NOTICE. ALL RIGHTS RESERVED SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 FOR NETGEAR, INC.: Various matters set forth in this press release, such as statements relating to the anticipated success of the proposed collaboration, the expected price, performance characteristics, specifications, market acceptance, and market growth of products developed and promoted by the collaboration are forward-looking statements. These statements are subject to risks and uncertainties, including without limitation, the price/performance requirements of customers, the ability to sell products incorporating the technology, the impact and pricing of competing technologies, the introduction of alternative technological solutions, and other risks detailed from time-to-time in NETGEAR'S SEC filings and reports. 1 CIROND CORPORATION ANNOUNCES CO-MARKETING AGREEMENT WITH NETGEAR PAGE 2 SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 FOR CIROND CORPORATION Forward looking statements as set forth in this press release are necessarily based upon estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the Company's control and many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward looking statements made by or on behalf of the Company. The Company disclaims any obligation to update forward looking statements. These statements are subject to risks and uncertainties, including without limitation, the price/performance requirements of customers, the ability to sell products incorporating the technology, the impact and pricing of competing technologies, the introduction of alternative technological solutions, and other risks detailed from time-to-time in Cirond's SEC filings and reports. ABOUT CIROND SAN JOSE, CALIFORNIA-BASED CIROND CORPORATION (OTCBB: CROO.OB) IS DEDICATED TO MAKING 802.11-BASED WIRELESS NETWORKS EASIER TO INSTALL AND WORK MORE EFFECTIVELY FOR CORPORATIONS, SMALL BUSINESSES, PROFESSIONALS AND CONSUMERS. CIROND PRODUCTS INCLUDE WINC MANAGER (A COMPREHENSIVE WIRELESS NETWORK MANAGEMENT AND SECURITY SOLUTION), AND THE WINC AND POCKETWINC WIRELESS CONNECTIVITY TOOLS FOR THE WINDOWS AND POCKET PC FAMILY OF OPERATING SYSTEMS. CIROND PRODUCTS ARE AVAILABLE DIRECTLY THROUGH THE COMPANY'S WEB SITE AT HTTP://WWW.CIROND.COM OR THROUGH ITS NETWORK OF VALUE ADDED RESELLERS. CIROND: MAKING WIRELESS WORK. CIROND NETGEAR CHRIS MOSSING DOUG HAGAN VICE-PRESIDENT, SALES & MARKETING SENIOR MANAGER, PR CMOSSING@CIROND.COM DOUG.HAGAN@NETGEAR.COM TEL: (866) 824-7662 TE: (408) 907-8053 2 EX-99 8 exh99-3_promissory.txt EXH 99-3 PROMISSORY EXHIBIT 99.3 PROMISSORY NOTE DATED NOVEMBER 14, 2003 ISSUED BY CIROND NETWORKS, INC. PROMISSORY NOTE MAKER: Cirond Networks, Inc. 4185 Still Creek Drive, #B101 Burnaby, B.C. Canada V5C 9S4 PAYEE: Cirond Corporation 1999 Bascom Avenue, Suite 700 Campbell, California 95008 PRINCIPAL AMOUNT: $375,000 DATE OF NOTE: November 14, 2003 THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES OR "BLUE SKY" LAWS, AND MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, OR OTHERWISE DISPOSED OF UNLESS REGISTERED PURSUANT TO THE PROVISIONS OF SUCH ACT AND BLUE SKY LAWS OR AN EXEMPTION THEREFROM IS AVAILABLE AS ESTABLISHED BY A WRITTEN OPINION OF COUNSEL ACCEPTABLE TO MAKER. PROMISE TO PAY. For valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned, Cirond Networks, Inc. (the "Maker"), promises to pay to the order of Cirond Corporation (the "Payee") the principal sum (the "Principal") of Three Hundred Seventy-Five Thousand Dollars ($375,000). This Promissory Note ("Note") is given in consideration of Payee's loan of the Principal to Maker on or about November 14, 2003, and the representation, warranty and covenant of Nicholas Miller ("Miller") and Kevin O'Neill ("O'Neill"), as respective owners of 43.5% and 9.5% of Cirond Technologies Inc. ("CTI"), the sole shareholder of Maker, to vote the shares they own in CTI in favor of all transactions contemplated by the August 29, 2003 Stock Exchange Agreement by and between the CTI and Payee and the First Amendment thereto dated November 13, 2003 (collectively the Stock Exchange Agreement and the First Amendment are referred to herein as the "Agreement"). Notwithstanding anything to the contrary herein, Miller and O'Neill shall have no liability under this document for the payment of any Principal or interest due hereunder. The Maker shall be entirely responsible for making all payments of Principal and interest due hereunder. This Note may not be changed orally, but only by an agreement in writing signed by the parties against whom enforcement of any waiver, change, modification, or discharge is sought. The holder of this Note and all successors thereof shall have all of the rights of a holder in due course under the Uniform Commercial Code as in effect in the State of Nevada and the other laws of the State of Nevada. Maker hereby waives demand, presentment, protest, notice of protest and/or dishonor, and all other notices or requirements that might otherwise be required by law. 1 PAYMENT. All outstanding Principal shall be due and payable in full upon the closing of the transactions contemplated by the Agreement (the "Maturity Date") which is expected to occur within five (5) business days after the First Amendment is approved by the shareholders of CTI, on a date mutually agreed upon by the parties to the Agreement. Maker shall pay all outstanding Principal to Payee at Payee's address shown above, or at such other place as Payee may designate in writing. The parties hereto acknowledge that Payee is in the process of acquiring Maker from CTI, which is why Miller and O'Neill's representations are included herein, and that the obligation evidenced hereby is being effected in anticipation of the successful consummation of such acquisition. Upon successful consummation of the transactions contemplated by the Agreement and the acquisition contemplated thereunder, it is envisioned that this obligation will be discharged in an intercompany manner. INTEREST. If the Agreement does not close on or before December 1, 2003, interest on the unpaid Principal balance will accrue at the rate of ten percent (10%) per annum, compounded annually. PREPAYMENT. Prepayment of the Principal of this Note is permitted, in whole or in part, without premium or penalty of any kind. All partial prepayments of Principal shall reduce the Principal balance hereunder in reverse order of maturity. POST MATURITY RATE. The Post-Maturity Rate on this Note shall be ten percent (10%) per annum, compounded annually. Maker will pay interest on all sums due after the Maturity Date, whether by acceleration or otherwise, at the Post-Maturity Rate. DEFAULT. Maker will be in default under this Note upon the occurrence of any of the following events: (a) Maker fails to make any payment when due; (b) Miller and O'Neill fail to vote all of their shares in CTI in favor of all transactions contemplated by the Agreement; (c) Maker breaks any promise Maker has made to Payee, or Maker fails to perform promptly at the time and strictly in the manner provided in this Note, any agreement related to this Note, or in any other agreement or loan Maker has with Payee; (d) any written representation or statement made or furnished to Payee by Maker or on Maker's behalf is false or misleading in any material respect; or (e) Maker becomes insolvent, a receiver is appointed for any part of Maker's property, Maker makes an assignment for the benefit of creditors, or any proceeding is commenced either by Maker or against Maker under any bankruptcy or insolvency laws. If any default hereunder is curable, it may be cured (and no event of default will have occurred) if the Maker, without the Payee being required to notify Maker of such default: (a) cures the default within seven (7) days; or (b) if the cure requires more than seven (7) days, immediately initiates steps that Payee deems in its reasonable discretion to be sufficient to cure the default and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. PAYEE'S RIGHTS. Upon default by Maker which is not cured as provided herein, Payee may declare the entire unpaid Principal balance on this Note and all accrued unpaid interest immediately due, without notice, at which time Maker must pay such amount. Additionally, Payee may charge post-default interest at the rate of ten percent (10%) per annum, compounded 2 annually. SEVERABILITY. In the event that any of the provisions, or portions thereof, of this Note are held to be unenforceable or invalid by any court of competent jurisdiction, the validity and enforceability of the remaining provisions, or portions thereof, of this Note shall not be affected thereby, and one or more new valid and enforceable provisions shall be deemed substituted in the place of such invalid or enforceable provisions, or portions thereof, as nearly identical as possible to effect the purposes and intents of the invalid or unenforceable provisions, or portions thereof. CONSTRUCTION. Whenever used herein, the singular number shall include the plural, and the plural number shall include the singular. Additionally, should any provision of this Note require judicial interpretation, the parties hereto agree that the court interpreting or construing the same shall not apply a presumption that the terms hereof shall be more strictly construed against one party by reason of the rule of construction that a document is to be more strictly construed against the party who itself or through its agents prepared the same, it being agreed that the parties hereto and their respective agents have participated in the preparation hereof. NOTICE. Any notice or demand required hereunder shall be deemed to be delivered upon the first to occur of: (i) delivery to the address for notices set forth herein; or (ii) whether received or not, when deposited in the United States mail, postage prepaid, certified mail, return receipt requested, addressed to Maker or Payee, as the case may be, at the address set forth herein. GOVERNING LAW; VENUE. THIS NOTE HAS BEEN EXECUTED IN AND SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEVADA, WITHOUT GIVING EFFECT TO THE CHOICE OF LAWS OR CONFLICT OF LAWS RULES THEREOF OR OF ANY STATE. PRIOR TO SIGNING THIS NOTE, MAKER REPRESENTS THAT ITS DULY AUTHORIZED REPRESENTATIVE HAS READ AND UNDERSTOOD ALL OF THE PROVISIONS OF THIS NOTE. MAKER AGREES TO THE TERMS OF THIS NOTE AND ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF SAME. [Remainder of Page Intentionally Left Blank] 3 IN WITNESS WHEREOF, the duly authorized officer of Maker, Miller and O'Neill have caused this Note to be executed by their signatures below. MAKER - CIROND NETWORKS, INC. MILLER - NICHOLAS MILLER By: /s/ NICHOLAS MILLER s/ NICHOLAS MILLER -------------------------------- ----------------------------------- Nicholas Miller, as President of Maker Nicholas Miller, as 43.5% share- holder of CTI, solely regarding representation, covenant, and warranty under "Promise to Pay" relating to shareholdings in CTI. O'NEILL - KEVIN O'NEILL /s/ KEVIN O'NEILL ----------------------------------- Kevin O'Neill, as 9.5% shareholder of CTI, solely regarding representation, covenant, and warranty under "Promise to Pay" relating to shareholdings in CTI. 4 -----END PRIVACY-ENHANCED MESSAGE-----