-----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, L2oBmDNW48l4mdj/tBME+9c9qq8XZ6W9uoL3LtMvg8hv5lq+M8TH1/rfh75Or4t7 60WyAp4btvzUMdqJSd+RSQ== 0000722839-99-000031.txt : 19990716 0000722839-99-000031.hdr.sgml : 19990716 ACCESSION NUMBER: 0000722839-99-000031 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 19990630 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990715 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PROACTIVE TECHNOLOGIES INC CENTRAL INDEX KEY: 0000722839 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEDICAL LABORATORIES [8071] IRS NUMBER: 232265039 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-08662 FILM NUMBER: 99664570 BUSINESS ADDRESS: STREET 1: 3343 PEACHTREE ROAD N E STREET 2: SUITE 530 CITY: ATLANTA STATE: GA ZIP: 30326 BUSINESS PHONE: 8508940018 MAIL ADDRESS: STREET 1: 2930 WELLINGTON CIRCLE SUITE 101 CITY: TALLAHASSEE STATE: FL ZIP: 32308 FORMER COMPANY: FORMER CONFORMED NAME: KEYSTONE MEDICAL CORPORATION DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: KEYSTONE MEDICAL CORP INC DATE OF NAME CHANGE: 19910103 8-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) Under the Securities Exchange Act of 1934 Date of Report June 30, 1999 _________________ Commission File Number 1-8662 flightserv.com (formerly PROACTIVE TECHNOLOGIES, INC.) (Exact name of registrant as specified in its charter) Delaware 23-2265039 (State of Incorporation) (IRS Employer Identification No.) 3343 Peachtree Road, N.E., Suite 530 Atlanta, Georgia 30326 (Address of Principal Executive Offices) (Zip Codes) Registrant's telephone number, including area code: 404-869-2599 _______________________________________________________________________ Item 1. Changes in Ownership Not Applicable Item 2. Disposition of Assets On June 30, 1999, the Company sold several of its real estate holdings in three separate transactions. The aggregate selling price for the property was $6,109,000, consisting of $900,000 in cash and 30-day secured notes, and approximately $5,209,000 of debt assumed. The Company sold all of its stock of two real estate holding subsidiaries, Barrier Dunes Development Corporation and Regional Developers of Albany, Inc. to Inland Communities, Inc., an unrelated third party. Regional Developers of Thomasville, Inc., which is affiliated with a non-employee officer of a Company subsidiary, acquired approximately 260 acres of undeveloped land and certain other real estate assets. Henry Holdings of Tallahassee, Inc., affiliated with a former chief executive officer of the Company, acquired approximately 100 developed lots and certain other real estate assets. The Company will recognize a pre-tax loss of approximately $1,100,000 on the transactions for the quarter ended June 30, 1999. In addition, the Company plans to close its Tallahassee office. Item 3. Bankruptcy or Receivership Not Applicable Item 4. Changes in Registrant's Certifying Accountant Not Applicable Item 5. Other Events Not Applicable Item 6. Resignations of Registrant's Directors Not Applicable Item 7. Financial Statements and Exhibits (a) Financial Statements. Not Applicable (b) Unaudited Pro Forma Condensed Consolidated Financial Information. Set forth below are the following unaudited pro forma condensed consolidated financial statements: 1. Introduction to Condensed Consolidated Pro Forma Financial Statements. 2. Pro Forma Condensed Consolidated Statements of Operations for the Year Ended June 30, 1998 and the Three Months Ended March 31, 1999. 3. Pro Forma Condensed Consolidated Balance Sheet as of March 31, 1998. Unaudited Pro Forma Condensed Consolidated Financial Information Introductory Note: The following unaudited pro forma condensed balance sheet and statements of operations reflect the financial position at March 31, 1999 and results of operations for the year ended June 30, 1998 and the three months ended March 31, 1999 of flightserv.com f/k/a Proactive Technologies, Inc. (the "Registrant" or the "Company") as if the disposition of the assets on June 30, 1999 had occurred on March 31, 1999 for balance sheet purposes and March 31, 1999 and July 1, 1998 for statement of operations purposes. The unaudited pro forma condensed consolidated balance sheet and statements of operations do not purport to represent the Registrant's financial position or results of operations had the transactions actually occurred on March 31, 1999 or July 1, 1998, respectively, or to project the Registrant's consolidated results of operations for any future periods. The pro forma adjustments are based upon available information. These adjustments are directly attributable to the transactions referred to above, and are expected to have a continuing impact on the Registrant's business, results of operations and financial position. The following unaudited pro forma condensed consolidated financial statements should be read in conjunction with the historical financial statements of the Registrant, which are included in its Form 10-KSB for the year ended June 30, 1998 and its Form 10-QSB for the three months ended March 31, 1999. flightserv.com Pro Forma Condensed Consolidated Statement of Operations Year Ended June 30, 1998 (Unaudited) (In 000's) Pro Forma Pro Forma As Reported Adjustments Amounts ---------------- -------------- ------------- Net sales (A) $ 15,134 $ 6,109 $ 21,243 Cost of sales (B) 11,888 6,709 18,597 ------------- ------------- ------------ Gross profit 3,246 ( 600) 2,646 Selling, general and administrative exp. ( 2,787) 0 ( 2,787) Interest expense ( 1,270) 0 ( 1,270) Other expense, net ( 171) 0 ( 171) ------------- --------------- ------------- Loss before income taxes and discontinued operations (982) ( 600) ( 1,582) Income tax benefit 332 0 332 ------------- --------------- ------------- Net loss before discontinued operations (650) ( 600) ( 1,250) Loss from discontinued operations (230) 0 ( 230) -------------- --------------- ------------- Net loss $ (880) $ ( 600) $ ( 1,480) ============== =============== ============= Loss per share before discontinued operations $( 0.04) $ ( 0.08) Discontinued operations ( 0.01) ( 0.01) -------------- ------------ Loss per share $( 0.05) $ ( 0.09) ============== ============ Weighted average shares outstanding 16,846 16,846 ============== ============
(A) Reflect sale of properties (B) Reflect cost of properties sold and closing costs flightserv.com Pro Forma Condensed Consolidated Statement of Operations Three Months Ended March 31, 1999 (Unaudited) (In 000's) Pro Forma Pro Forma As Reported Adjustments Amounts --------------- ------------- ------------- Net sales (A) $ 6,006 $ 6,109 $ 12,115 Cost of sales (B) 6,336 7,029 13,365 Selling, general and administrative exp. 2,912 0 2,912 -------------- ------------- -------------- Loss from operations (3,242) (920) (4,162) Interest expense (625) 0 (625) Other income, net 931 0 931 -------------- ------------- -------------- Loss before income taxes (2,936) (920) (3,856) Income tax benefit 298 0 298 -------------- ------------- -------------- Net loss $ ( 2,638) $ (920) $ (3,558) ============== ============= ============== Loss per share $ (0.12) $ (0.17) ============== ============== Weighted average shares outstanding 21,395 21,395 ============== ==============
(A) Reflect sale of properties (B) Reflect cost of properties sold and closing costs flightserv.com Pro Forma Condensed Consolidated Balance Sheet March 31, 1999 (Unaudited) (In 000's) Pro Forma Pro Forma As Reported Adjustments Amounts -------------- -------------- ------------- ASSETS: Real estate inventories (A) $ 13,491 $ (6,829) $ 6,662 Cash and equivalents (B) 819 200 1,019 Property and equipt, net 788 0 788 Investment in Killearn 594 0 594 Other investments 2,942 0 2,942 Other assets 1,202 0 1,202 Notes receivable 67 500 567 ------------ ------------- ----------- Total assets $ 19,903 $ (6,129) $ 13,774 ============ ============= =========== LIABILITIES AND STOCKHOLDERS' EQUITY: Notes payable (C) $ 9,886 $ (5,209) $ 4,677 Accounts payable and accrued expenses 1,137 0 1,137 Income taxes payable 1,237 0 1,237 Deferred revenue 109 0 109 Customer deposits 28 0 28 ------------- -------------- ----------- Total liabilities 12,397 (5,209) 7,188 ------------- -------------- ----------- Stockholders' Equity: Common Stock 949 0 949 Paid in capital 15,102 0 15,102 Retained deficit (6,442) (920) (7,362) Treasury stock (2,103) 0 (2,103) -------------- -------------- ------------ Total stockholders' equity 7,506 (920) 6,586 -------------- -------------- ------------ Total liabilities and stockholders' equity $ 19,903 $ (6,129) $ 13,774 ============== ============== ============ (A) Eliminate properties (B) Reflect net increase in cash due to sale of properties (C) Eliminate mortgages (c) Exhibits. Exhibit Number Description 10.1* Stock Purchase Agreement for Regional Developers of Albany, Inc. 10.2* Stock Purchase Agreement for Barrier Dunes Development Corporation. 10.3* Deposit Receipt and Contract for Sale and Purchase for Tallahassee Property 10.4* Deposit Receipt and Contract for Sale and Purchase for Thomasville Property 99.1 Press Release - 6/8/99 * In accordance with Item 601(b)(2) of Regulation S-K, the schedules and Exhibits to the Agreements and Contracts have been omitted. The Registrant will furnish supplementally a copy of any omitted schedule to the Commission upon request. Item 8. Change in Fiscal Year Not Applicable SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. flightserv.com Dated: July 14, 1999 /s/ William L. Wortman By: _____________________________ William L. Wortman, Vice President and Chief Financial Officer
EX-10.1 2 STOCK PURCHASE AGREEMENT FOR REGIONAL DEVELOPERS OF ALBANY, INC. STOCK PURCHASE AGREEMENT flightserv.com/Inland Communities, Inc. Regional Developers of Albany, Inc. This Stock Purchase Agreement ("Agreement') is entered into this ____ day of June, 1999, by and among flightserv.com, f/k/a PROACTIVE TECHNOLOGIES, INC., a Delaware corporation (hereinafter referred to as "PTE", Company", or "Shareholder"), INLAND COMMUNITIES, INC., a Florida corporation (hereinafter referred to as "Inland" or Buyer), and REGIONAL DEVELOPERS OF ALBANY, INC., a Georgia corporation (hereinafter the "Subsidiary"). WHEREAS, Company is the owner of record and beneficially own one hundred per cent (100%), being One Hundred Shares, of the issued and outstanding shares of the Common Stock of the Subsidiary (the "Shares"); and WHEREAS, the Company wishes to sell all One Hundred Shares (100) shares of the issued and outstanding shares of Subsidiary to Inland and Inland wishes to purchase the shares for assumption of the debt on the property and cash as set forth more specifically below; and WHEREAS, in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: ARTICLE I. SALE AND PURCHASE OF THE SHARES 1.1 Sale and Purchase. Subject to the terms and conditions hereof, at the Closing (as defined below), Company agrees to assign, transfer, convey and deliver to Inland, and Inland agrees to accept exchange of the shares listed in Exhibit "A", attached hereto. 1.2 Closing. The exchange be consummated at the Closing to take place at a mutually agreed upon site, or via mail, on or before June 30, 1999, unless otherwise mutually agreed upon by the parties. 1.3 Acquisition Terms. The Shares shall be One Hundred Shares (100) shares of the issued and outstanding common stock of Subsidiary which shall be signed over in blank to Inland together with any legalities required for legal transfer. 1.4 Consideration. As and for complete consideration for the above shares, Inland shall pay the following sums for the purchase price of said stock: Assumption of the following debt: Commercial Bank of Thomasville $740,205.17 First Bank of Albany - 175 acres 195,027.58 First Bank of Albany - Quail West/Winifred 360,000.00 First Bank of Albany - Hickory Grove IV 138,496.70 ________________ $1,433,729.45 31 day Promissory Note 135,000.00 ________________ Total Purchase Price $1,568,729.45 Together with any and all existing taxes and homeowners dues. 1.5 Other Agreements. Additionally, the parties agree as follows: 1. The Parties agree that Inland shall execute to the Company a Promissory Note in the amount of One Hundred Thirty Five Thousand Dollars ($135,000.00), which note shall be at an annual interest rate of zero per cent (0%), and shall be due and payable not later than July 31, 1999. The Promissory Note shall contain language which states that if said note is not paid by the due date of July 31, 1999, interest shall accrue at the highest allowable rate of default interest allowed by law. 2. The Company agrees to execute any and all necessary documentation, including minutes, corporate resolutions, resignation of officers and directors, or any other reasonable documentation necessary to validate this transfer in the corporate records of Subsidiary. ARTICLE II. REPRESENTATIONS AND WARRANTIES 2.1. Representations and Warranties of Subsidiary. The Company represents and warrants, with regard to Subsidiary, to Inland as follows: A.) Organization. The Subsidiary is a corporation, duly incorporated, validly existing in good standing under the laws of the State of Georgia, and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business. B.) Authorized Capitalization. The authorized capitalization of the Subsidiary consists of One Hundred Thousand (100,000) Shares of $.01 par value Common Stock, of which One Hundred (100) shares have been issued and are outstanding. The Shares have been duly authorized, validly issued, are fully paid are non assessable and have no liability attaching to the ownership thereof. The Company does not have any outstanding rights, call, options, which obligate it to issue any of its shares of Capital Stock, whether authorized or not. Further, the Company is not bound by any agreement, contract, arrangement or understanding, whether oral or written, giving any person or entity the right to participate, share in, or in any way, obligating the Company to distribute any portion of its income, profits or assets. C. Authority. The Subsidiary has full power and lawful authority to execute and deliver this Agreement and the Stock Certificates in order to consummate and perform all of the matters contemplated herein. The executed Agreement and Stock Certificates constitute valid and legally binding obligations upon the Company, enforceable in accordance with the terms thereof. The execution and/or delivery of the Agreement or the Stock Certificates and the consummation and performance of these matters conflicts with, requires the consent, waiver or approval of, results in a breach or default of or gives rise to others and interest or right of termination, cancellation or acceleration of any material matter contained in this Agreement or any other Agreement which the Company is a part thereof. D. Investment intent. Inland is acquiring the shares for its own account, for investment purposes only, and not with a view toward the sale or distribution of any part thereof, and Inland has no present intention of selling, granting participation in, or otherwise distributing same to any entity to which it does not control. Inland understands the specific risks related to any investment in the shares, especially as it relates to the financial performance of the Company. E. Subsidiary's Financial Statements. The Subsidiary's statements are complete, were provided to Inland, and the principals of Inland has been intimately involved with the day-to-day operations of Subsidiary, and it has had ample time to read and understand said financial statements and perform sufficient due diligence required to the satisfaction of Inland. Except as disclosed in the financial statements, to the best of its knowledge, the Company is not aware of any material liabilities for which the Subsidiary is liable or will become liable in the future. F. Books and Records. The Subsidiary's books and records are complete and correct and have been maintained according to good business practices and accurately reflect in all material respects reflects the business, financial condition and results of the operation of the Subsidiary as set forth in the Subsidiary's Financial statements. G. Insurance. The Subsidiary has sufficient insurance associated with its policies of general liability, fire and extended coverage, worker's compensation, products liability, property and indemnity and performance bonds, and is not in default with any provisions thereof, and said insurance is sufficient for compliance by Company with all requirements of law and all agreements affecting Subsidiary. Company warrants that these coverages will remain in full force and effect through Closing of this transaction and will not be affected by, terminate or lapse by reason of the transactions contemplated in this Agreement. H. Material Agreements. All material agreements, employment agreements, contracts or other material arrangement with any officer, director or shareholder of the Subsidiary or any relative of such person, or any agreements which would have a material affect on the business, financial condition, results of operation, assets, liabilities, or prospects of the Subsidiary have been disclosed. If not disclosed in this exhibit, Company warrants that it does not exist. I. Permits. All necessary permits, licenses, approvals, or other authorizations that are materially necessary for the conduct of its business are still in full force and effect and are agreed to be transferred as a part of this transaction. J. Compliance. To the best of the knowledge of the Company, Subsidiary is not in violation of any federal, state or local law, ordinance or rule or regulation applicable to its business, nor has it received any actual or threatened complaint, notice or citation of violation from any governmental authority. Further, Subsidiary is in compliance with all applicable pollution control and environmental laws, rules and regulations in all material respects, and has no environmental licenses, permits or authorizations. K. Litigation. There are no actions, suits, claims, complaints, proceedings pending or threatened against the Company or the Subsidiary, or either of them, at law or in equity; and to the best of the knowledge of the Company, there are no facts which would provide a legitimate basis for any such action, suit or proceeding, which if decided against the Company or Subsidiary, would have a materially adverse effect on the Subsidiary. Further, there are no outstanding orders, judgments or decrees of any person or governmental authority which specifically affect the Subsidiary or any of its assets. L. Validity of existing contracts. All material contracts, agreements, leases and licenses, which the Subsidiary is a party or by which any of its properties or assets are bound or affected have been provided to Inland, are valid and in full force and effect; and no breach or default exists, or upon giving timely notice, would exist on the part of the Company or of any other party. M. No material changes. Since March 31, 1999, there have been no actual or threatened developments of a nature that is materially adverse or materially adversely affects the business, financial condition of the business, its assets, liabilities or prospects. N. Fees. All negotiations relating to this Transaction has been conducted in such a manner so as not to give rise to any finder's fees, broker's commissions, advisory fees for which the Subsidiary or Inland will or may be liable. O. Full Disclosure. All statements of the Company contained in this Agreement and other documentation delivered on behalf of the Company are true and correct in all material respects and do not omit any material fact necessary to make the statements contained therein no misleading in light of the circumstances under which they were made. There are no facts known to the Company, which could have a materially adverse affect on the business, financial condition, results of operation, assets, liabilities, or prospects of the Subsidiary, which have not been disclosed to either Inland in this Agreement or its exhibits. 2.2 Representations and Warranties of PTE. PTE, represents and warrants to Inland, with respect to the Shares owned by PTE, as follows: a. Title to the Shares. At Closing, PTE shall own of record and beneficially the number of shares listed in Paragraph 1.3 of the Company, free and clear of all encumbrances, liens, pledges, claims, options, charges and assessments of any nature whatsoever, with full right and authority to transfer said shares to Inland. No person has any preemptive rights or rights of first refusal with respect to any of the shares. There exists no voting agreement, voting trust, or outstanding proxy with respect to any of the shares, nor are there any outstanding rights options, warrants, or calls with respect to the Shares. ARTICLE III. CONDITIONS PRECEDENT TO CLOSE The obligation of PTE , Inland, and the Subsidiary to close the Transaction contemplated hereunder is subject to fulfillment by PTE, Inland and Subsidiary of each of the following conditions, which may be waived in whole or in part in writing: 3.1 Compliance with representations, Warranties and Covenants. The representations and warranties of PTE, Inland, and Subsidiary have been true and correct when made and shall be true and correct as of the Closing Date with the same force and effect as if made at Closing. PTE, Inland, and Subsidiary shall have performed all agreements, covenants and conditions required to be performed prior to Closing. 3.2 No Adverse Change. Subsequent to the date of this Agreement and the Closing, there shall have been no event which has had a material adverse effect upon the business, financial condition, results of operation, assets, liabilities or prospects of the Company. 3.3 No Legal Proceeding. No suit, action, or other legal or administrative proceeding before any court or other governmental agency shall be pending seeking to enjoin the consummation of this Transaction. 3.4 Documents to be Delivered by PTE and Inland. The Company and Inland shall have delivered the following: A.Stock certificates representing the Shares listed in Paragraph 1.3, duly endorsed to Inland and in blank or accompanied by duly executed stock powers B.All agreements referred to in Paragraph 1.4 executed by all appropriate parties, C.Such other documents or certificates as shall be reasonably required by the parties or their attorneys to close or consummate the transaction. 3.5 Documents to be delivered regarding Subsidiary. A.PTE shall have delivered a certificate of good standing from the Secretary of State of the State of Georgia. B.All agreements referred to in Paragraph 1.4, executed by all parties ARTICLE V. MISCELLANEOUS 4.1 Modification. PTE, Inland or the Subsidiary may amend, modify, or supplement this Agreement in any manner as they mutually agree only in writing. 4.2 Termination and Abandonment. This agreement may be terminated and the purchase of the shares may be abandoned before this Closing: a. By the mutual consent of PTE and Inland. b. By PTE, if the representations and warranties of Inland set forth shall not be accurate; or the conditions precedent set forth in Article IV shall not have been satisfied in all materials respects; or c. By Inland, if the representations and warranties of PTE set forth herein shall not be accurate, or the conditions precedent set forth in Article IV shall not have been satisfied in all materials respects. Termination shall be effective on the date of receipt of written notice specifying the reasons therefore. 4.3 Representations and Warranties to Survive. Unless otherwise provided, all of the representations and warranties contained in this Agreement and in any certificate, exhibit, or other document delivered pursuant this Agreement shall survive the Closing for a period of one (1) year. No investigation made by any party hereto or their representatives shall constitute a waiver of any representation or warranty, and no such representation or warranty shall be merged into the Closing. 4.4 Assignability. Inland may assign this Agreement to a related party of Inland, without the prior express written consent of PTE. All other assignments may occur only with the express, prior written consent of the other party. 4.5 Binding Effect. This Agreement, together with all other documentation delivered as exhibits or part of this transaction constitute the entire agreement between the parties. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective heirs, legal representatives, assigns of the parties hereto. 4.6 Applicable Law. This Agreement and Transaction is are made pursuant to and will be construed under, the laws of Georgia. 4.7 Notices. All notices, requests, demands and other communication hereunder shall be in writing and will be deemed to have been duly given when delivered or mailed, certified return receipt requested to: a.) If to PTE, to: Proactive Technologies, Inc. C. Beverly Lance, President 3343 Peachtree Road, N.E., Suite 530 Atlanta, Georgia 30326 Telephone: (404) 240-4081 Fax: (404) 240-4101 b.) If to Inland, to: Ruben R. Rowe, III 3503 Ocean Drive Vero Beach, Florida 32963 Telephone: (561) 234-5661 Fax: (561) 234-5662 Any change in addresses may be made provided written notice is given to the other parties. 4.8 Headings. The headings contained herein are for reference only and do not affect in any way the meaning or interpretation of this agreement. 4.9 Severability. If any one or more of the provisions of this Agreement shall, for any reason, be construed to be invalid, illegal or unenforceable under applicable law, this Agreement shall be construed as if the invalid, illegal or unenforceable provision had never been contained therein. The remaining provisions of this Agreement shall be given effect to the maximum extent then permitted by law. 4.10 Attorneys Fees and Expenses. The prevailing party in any legal proceeding based upon this Agreement shall be entitled to reasonable attorneys' fees and expenses and court costs. 4.11 Integration. This Agreement and all documents and instruments executed pursuant hereto merge and integrate all prior agreements and representations respecting the transactions, whether written or oral, and constitute the sole agreement of the parties in connection therewith. This agreement has been negotiated by and submitted to the scrutiny of both PTE and Inland and shall be given a fair and reasonable interpretation in accordance with the words hereof, without consideration or weight to its having been drafted by either party. 4.12 Expenses. Each party shall pay all fees and expenses incurred by it incident to this Agreement and in connection with the consummation of all transactions contemplated by this Agreement. IN WITNESS WHEREOF, the undersigned parties have duly executed this Agreement on the date first written above. "PTE" flightserv.com By:_____________________________ C. Beverly Lance, President "Inland" INLAND COMMUNITIES, INC. By:_____________________________ Ruben R. Rowe, III, President EX-10.2 3 STOCK PURCHASE AGREEMENT FOR BARRIER DUNES DEVELOPMENT CORPORATION. STOCK PURCHASE AGREEMENT flightserv.com/Inland Communities, Inc. Barrier Dunes Development Corporation This Stock Purchase Agreement ("Agreement') is entered into this ____ day of June, 1999, by and among flightserv.com f/k/a PROACTIVE TECHNOLOGIES, INC., a Delaware corporation (hereinafter referred to as "PTE", Company", or "Shareholder"), INLAND COMMUNITIES, INC., a Florida corporation (hereinafter referred to as "Inland" or Buyer), and BARRIER DUNES DEVELOPMENT CORPORATION, a Florida corporation (hereinafter the "Subsidiary"). WHEREAS, Company is the owner of record and beneficially own one hundred per cent (100%), being One Hundred Shares, of the issued and outstanding shares of the Common Stock of the Subsidiary (the "Shares"); and WHEREAS, the Company wishes to sell all One Hundred Shares (100) shares of the issued and outstanding shares of Subsidiary to Inland and Inland wishes to purchase the shares for assumption of the debt on the property and cash as set forth more specifically below; and WHEREAS, in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: ARTICLE I. SALE AND PURCHASE OF THE SHARES 1.1 Sale and Purchase. Subject to the terms and conditions hereof, at the Closing (as defined below), Company agrees to assign, transfer, convey and deliver to Inland, and Inland agrees to accept exchange of the shares listed in Exhibit "A", attached hereto. 1.2 Closing. The exchange be consummated at the Closing to take place at a mutually agreed upon site, or via mail, on or before June 30, 1999, unless otherwise mutually agreed upon by the parties. 1.3 Acquisition Terms. The Shares shall be One Hundred Shares (100) shares of the issued and outstanding common stock of Subsidiary which shall be signed over in blank to Inland together with any legalities required for legal transfer. 1.4 Consideration. As and for complete consideration for the above shares, Inland shall pay the following sums for the purchase price of said stock: Assumption of the following debt: Apalachicola State Bank $ 580,000.00 Cash Deposit Paid 5/1/99 $ 200,000.00 Cash to Close $ 150,000.00 31 day Promissory Note $ 200,000.00 _____________________ Total Purchase Price $ 1,130,000.00 Together with any and all existing taxes and homeowners dues. 1.5 Other Agreements. Additionally, the parties agree as follows: 1. The Parties agree that Inland shall execute to the Company a Promissory Note in the amount of Two Hundred Thousand Dollars ($200,000.00), which note shall be at an annual interest rate of zero per cent (0%), and shall be due and payable not later than July 31, 1999. The Promissory Note shall contain language which states that if said note is not paid by the due date of July 31, 1999, interest shall accrue at the highest allowable rate of default interest allowed by law. 2. The Company agrees to execute any and all necessary documentation, including minutes, corporate resolutions, resignation of officers and directors, or any other reasonable documentation necessary to validate this transfer in the corporate records of Subsidiary. ARTICLE II. REPRESENTATIONS AND WARRANTIES 2.1. Representations and Warranties of Subsidiary. The Company represents and warrants, with regard to Subsidiary, to Inland as follows: A.) Organization. The Subsidiary is a corporation, duly incorporated, validly existing in good standing under the laws of the State of Georgia, and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business. B.) Authorized Capitalization. The authorized capitalization of the Subsidiary consists of One Hundred Thousand (100,000) Shares of $.01 par value Common Stock, of which One Hundred (100) shares have been issued and are outstanding. The Shares have been duly authorized, validly issued, are fully paid are non assessable and have no liability attaching to the ownership thereof. The Company does not have any outstanding rights, call, options, which obligate it to issue any of its shares of Capital Stock, whether authorized or not. Further, the Company is not bound by any agreement, contract, arrangement or understanding, whether oral or written, giving any person or entity the right to participate, share in, or in any way, obligating the Company to distribute any portion of its income, profits or assets. C. Authority. The Subsidiary has full power and lawful authority to execute and deliver this Agreement and the Stock Certificates in order to consummate and perform all of the matters contemplated herein. The executed Agreement and Stock Certificates constitute valid and legally binding obligations upon the Company, enforceable in accordance with the terms thereof. The execution and/or delivery of the Agreement or the Stock Certificates and the consummation and performance of these matters conflicts with, requires the consent, waiver or approval of, results in a breach or default of or gives rise to others and interest or right of termination, cancellation or acceleration of any material matter contained in this Agreement or any other Agreement which the Company is a part thereof. D. Investment intent. Inland is acquiring the shares for its own account, for investment purposes only, and not with a view toward the sale or distribution of any part thereof, and Inland has no present intention of selling, granting participation in, or otherwise distributing same to any entity to which it does not control. Inland understands the specific risks related to any investment in the shares, especially as it relates to the financial performance of the Company. E. Subsidiary's Financial Statements. The Subsidiary's statements are complete, were provided to Inland, and the principals of Inland has been intimately involved with the day-to-day operations of Subsidiary, and it has had ample time to read and understand said financial statements and perform sufficient due diligence required to the satisfaction of Inland. Except as disclosed in the financial statements, to the best of its knowledge, the Company is not aware of any material liabilities for which the Subsidiary is liable or will become liable in the future. F. Books and Records. The Subsidiary's books and records are complete and correct and have been maintained according to good business practices and accurately reflect in all material respects reflects the business, financial condition and results of the operation of the Subsidiary as set forth in the Subsidiary's Financial statements. G. Insurance. The Subsidiary has sufficient insurance associated with its policies of general liability, fire and extended coverage, worker's compensation, products liability, property and indemnity and performance bonds, and is not in default with any provisions thereof, and said insurance is sufficient for compliance by Company with all requirements of law and all agreements affecting Subsidiary. Company warrants that these coverages will remain in full force and effect through Closing of this transaction and will not be affected by, terminate or lapse by reason of the transactions contemplated in this Agreement. H. Material Agreements. All material agreements, employment agreements, contracts or other material arrangement with any officer, director or shareholder of the Subsidiary or any relative of such person, or any agreements which would have a material affect on the business, financial condition, results of operation, assets, liabilities, or prospects of the Subsidiary have been disclosed. If not disclosed in this exhibit, Company warrants that it does not exist. I. Permits. All necessary permits, licenses, approvals, or other authorizations that are materially necessary for the conduct of its business are still in full force and effect and are agreed to be transferred as a part of this transaction. J. Compliance. To the best of the knowledge of the Company, Subsidiary is not in violation of any federal, state or local law, ordinance or rule or regulation applicable to its business, nor has it received any actual or threatened complaint, notice or citation of violation from any governmental authority. Further, Subsidiary is in compliance with all applicable pollution control and environmental laws, rules and regulations in all material respects, and has no environmental licenses, permits or authorizations. K. Litigation. There are no actions, suits, claims, complaints, proceedings pending or threatened against the Company or the Subsidiary, or either of them, at law or in equity; and to the best of the knowledge of the Company, there are no facts which would provide a legitimate basis for any such action, suit or proceeding, which if decided against the Company or Subsidiary, would have a materially adverse effect on the Subsidiary. Further, there are no outstanding orders, judgments or decrees of any person or governmental authority which specifically affect the Subsidiary or any of its assets. L. Validity of existing contracts. All material contracts, agreements, leases and licenses, which the Subsidiary is a party or by which any of its properties or assets are bound or affected have been provided to Inland, are valid and in full force and effect; and no breach or default exists, or upon giving timely notice, would exist on the part of the Company or of any other party. M. No material changes. Since March 31, 1999, there have been no actual or threatened developments of a nature that is materially adverse or materially adversely affects the business, financial condition of the business, its assets, liabilities or prospects. N. Fees. All negotiations relating to this Transaction has been conducted in such a manner so as not to give rise to any finder's fees, broker's commissions, advisory fees for which the Subsidiary or Inland will or may be liable. O. Full Disclosure. All statements of the Company contained in this Agreement and other documentation delivered on behalf of the Company are true and correct in all material respects and do not omit any material fact necessary to make the statements contained therein no misleading in light of the circumstances under which they were made. There are no facts known to the Company, which could have a materially adverse affect on the business, financial condition, results of operation, assets, liabilities, or prospects of the Subsidiary, which have not been disclosed to either Inland in this Agreement or its exhibits. 2.2 Representations and Warranties of PTE. PTE, represents and warrants to Inland, with respect to the Shares owned by PTE, as follows: a. Title to the Shares. At Closing, PTE shall own of record and beneficially the number of shares listed in Paragraph 1.3 of the Company, free and clear of all encumbrances, liens, pledges, claims, options, charges and assessments of any nature whatsoever, with full right and authority to transfer said shares to Inland. No person has any preemptive rights or rights of first refusal with respect to any of the shares. There exists no voting agreement, voting trust, or outstanding proxy with respect to any of the shares, nor are there any outstanding rights options, warrants, or calls with respect to the Shares. ARTICLE III. CONDITIONS PRECEDENT TO CLOSE The obligation of PTE , Inland, and the Subsidiary to close the Transaction contemplated hereunder is subject to fulfillment by PTE, Inland and Subsidiary of each of the following conditions, which may be waived in whole or in part in writing: 3.1 Compliance with representations, Warranties and Covenants. The representations and warranties of PTE, Inland, and Subsidiary have been true and correct when made and shall be true and correct as of the Closing Date with the same force and effect as if made at Closing. PTE, Inland, and Subsidiary shall have performed all agreements, covenants and conditions required to be performed prior to Closing. 3.2 No Adverse Change. Subsequent to the date of this Agreement and the Closing, there shall have been no event which has had a material adverse effect upon the business, financial condition, results of operation, assets, liabilities or prospects of the Company. 3.3 No Legal Proceeding. No suit, action, or other legal or administrative proceeding before any court or other governmental agency shall be pending seeking to enjoin the consummation of this Transaction. 3.4 Documents to be Delivered by PTE and Inland. The Company and Inland shall have delivered the following: A.Stock certificates representing the Shares listed in Paragraph 1.3, duly endorsed to Inland and in blank or accompanied by duly executed stock powers B.All agreements referred to in Paragraph 1.4 executed by all appropriate parties, C.Such other documents or certificates as shall be reasonably required by the parties or their attorneys to close or consummate the transaction. 3.5 Documents to be delivered regarding Subsidiary. A.PTE shall have delivered a certificate of good standing from the Secretary of State of the State of Georgia. B.All agreements referred to in Paragraph 1.4, executed by all parties ARTICLE V. MISCELLANEOUS 4.1 Modification. PTE, Inland or the Subsidiary may amend, modify, or supplement this Agreement in any manner as they mutually agree only in writing. 4.2 Termination and Abandonment. This agreement may be terminated and the purchase of the shares may be abandoned before this Closing: a. By the mutual consent of PTE and Inland. b. By PTE, if the representations and warranties of Inland set forth shall not be accurate; or the conditions precedent set forth in Article IV shall not have been satisfied in all materials respects; or c. By Inland, if the representations and warranties of PTE set forth herein shall not be accurate, or the conditions precedent set forth in Article IV shall not have been satisfied in all materials respects. Termination shall be effective on the date of receipt of written notice specifying the reasons therefore. 4.3 Representations and Warranties to Survive. Unless otherwise provided, all of the representations and warranties contained in this Agreement and in any certificate, exhibit, or other document delivered pursuant this Agreement shall survive the Closing for a period of one (1) year. No investigation made by any party hereto or their representatives shall constitute a waiver of any representation or warranty, and no such representation or warranty shall be merged into the Closing. 4.4 Assignability. Inland may assign this Agreement, without the prior express written consent of PTE. All other assignments may occur only with the express, prior written consent of the other party. 4.5 Binding Effect. This Agreement, together with all other documentation delivered as exhibits or part of this transaction constitute the entire agreement between the parties. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective heirs, legal representatives, assigns of the parties hereto. 4.6 Applicable Law. This Agreement and Transaction is are made pursuant to and will be construed under, the laws of Georgia. 4.7 Notices. All notices, requests, demands and other communication hereunder shall be in writing and will be deemed to have been duly given when delivered or mailed, certified return receipt requested to: a.) If to PTE, to: Proactive Technologies, Inc. C. Beverly Lance, President 3343 Peachtree Road, N.E., Suite 530 Atlanta, Georgia 30326 Telephone: (404) 240-4081 Fax: (404) 240-4101 b.) If to Inland, to: Ruben R. Rowe, III, President 3503 Ocean Drive Vero Beach, Florida 32963 Telephone: (561) 234-5661 Fax: (561) 234-5662 Any change in addresses may be made provided written notice is given to the other parties. 4.8 Headings. The headings contained herein are for reference only and do not affect in any way the meaning or interpretation of this agreement. 4.9 Severability. If any one or more of the provisions of this Agreement shall, for any reason, be construed to be invalid, illegal or unenforceable under applicable law, this Agreement shall be construed as if the invalid, illegal or unenforceable provision had never been contained therein. The remaining provisions of this Agreement shall be given effect to the maximum extent then permitted by law. 4.10 Attorneys Fees and Expenses. The prevailing party in any legal proceeding based upon this Agreement shall be entitled to reasonable attorneys' fees and expenses and court costs. 4.11 Integration. This Agreement and all documents and instruments executed pursuant hereto merge and integrate all prior agreements and representations respecting the transactions, whether written or oral, and constitute the sole agreement of the parties in connection therewith. This agreement has been negotiated by and submitted to the scrutiny of both PTE and Inland and shall be given a fair and reasonable interpretation in accordance with the words hereof, without consideration or weight to its having been drafted by either party. 4.12 Expenses. Each party shall pay all fees and expenses incurred by it incident to this Agreement and in connection with the consummation of all transactions contemplated by this Agreement. IN WITNESS WHEREOF, the undersigned parties have duly executed this Agreement on the date first written above. "PTE" flightserv.com By:_____________________________ C. Beverly Lance, President "Inland" INLAND COMMUNITIES, INC. By:_____________________________ Ruben R. Rowe, III, President EX-10.3 4 DEPOSIT RECEIPT AND CONTRACT FOR SALE AND PURCHASE FOR TALLAHASSEE PROPERTY DEPOSIT RECEIPT AND CONTRACT FOR SALE AND PURCHASE REGIONAL DEVELOPERS, INC., a Florida corporation, whose principal place of business is 3343 Peachtree Road, NE, Suite 530, Atlanta, Georgia 30326, telephone number (404) 240-4108, hereinafter called Seller, and INLAND COMMUNITIES, INC., a Florida corporation, of 3803 Ocean Drive, Vero Beach, Florida 32963 and telephone number is (561) 234-5661 or assignees, hereinafter called Buyer agree that Seller shall sell and Buyer shall buy the following property upon the terms and conditions hereinafter set forth. SEE ATTACHED EXHIBIT "A" - (See Attached Legal Description) (Containing approximately 72 lots in Summerbooke Subdivision, 8877 Blackheath Way in Golden Eagle subdivision, OxBottom Lot No.2, Block W - Unit 5-A, Preservation Pointe property, 2876 and 2880 Gulfwind Drive West, Pine Landings, two (2) townhouses in Herring Place, Lakeshore Gardens , Assignment of Contract interest in Pine Summit Project, Fort Pierce, FL) 2. PURCHASE PRICE: Buyer and Seller agree that the purchase price for the site shall be TWO MILLION THREE HUNDRED SEVENTY NINE THOUSAND SIXTY FOUR DOLLARS AND 26/100 CENTS ($2,379,064.26)., allocated as follows: 72 Summerbooke lots $ 1,717,725.60 Ox Bottom Lot 2,W 5-A 35,999.84 Pine Landings 270,255.22 8877 Blackheath Way 180,547.07 5B Herring Place - 2880 Gulfwind 53,407.73 5C Herring Place - 2876 Gulfwind 53,432.34 Lakeshore Gardens 269,328.27 Preservation Pointe 18,623.41 Pine Summit 50,000.00 ____________________ $ 2,649,319.48 METHOD OF PAYMENT: a) Assumption of Current Debt to People's First Community Bank $ 1,594.676.86 Jacobwicz Debt $ 339,595.65 Capital City Bank $ 394,791.75 Panza Revocable Trust $ 270,255.22 b) Approximate balance to close in cash $ 50,000.00 (Excluding Buyer's expenses subject to prorations) TOTAL PURCHASE PRICE $ 2,649,319.48 3. TIME FOR ACCEPTANCE: If this offer is not executed by Seller and Buyer prior to June 28, 1999 the deposit shall be returned to Buyer and this offer shall be null and void. The date of this contract shall be the date when the last party has signed this contract and initialed any corrections. 4. CLOSING AND POSSESSION: This contract shall be closed and the deed delivered on or before June 30, 1999 unless extended by other provisions of this contract. Possession of the property shall be delivered to Buyer at closing. 5. EVIDENCE OF TITLE: Seller and Buyer agree that neither party wishes to have title insurance on the above property and will rely exclusively on the warranty of the title given to them, as well as the Affidavit of No-Lien or Encumbrances to be executed in connection with this contract. Seller warrants title to be given free and clear, except from the aforementioned mortgages given to People's First Bank, Capital City Bank, and David Jacobwicz, covenants and restriction, and easements of record. 6. RESTRICTIONS; EASEMENTS; LIMITATIONS: Buyer and Seller agree that the Buyer is taking this property subject to all existing taxes and homeowners dues (if any) which may be due and not yet paid. Further, Buyer agrees to take title subject to any of the following: special assessments and those taxes accruing hereafter, zoning and other governmental restrictions, plat restrictions and qualifications, public utility easements, and restrictive covenants of record. 7. INSTRUMENTS: Title to real property shall be conveyed by general warranty deed. Seller represents that it has legal authority and capacity to convey title to the property with all improvements. Seller shall furnish to Buyer a Seller's affidavit that there have been no improvements to subject property for 90 days preceding date of closing for which a lien could be filed. 8. PRORATIONS: All taxes and homeowners association dues from the current year shall NOT be prorated as of date of closing. Buyer shall be deemed the owner of the property on date of closing. 9. EXPENSES: Buyer shall pay for the following: a) recording fees b) any costs associated with loan Seller shall pay for the following: a) state documentary stamps on deed 10. FAILURE OF PERFORMANCE: If Buyer fails to perform this contract within the time specified (including payments of all deposits), the deposit(s) paid by Buyer may be retained by or for the account of the Seller as agreed upon liquidated damages, consideration for the execution of the contract and in full settlement of any claims; whereupon Buyer and Seller shall be relieved of all obligations under contract; of Seller, at Seller's option, may proceed in law or in equity to enforce Seller's rights under this contract. If, for any reason other than failure of Seller to make Seller's title marketable after diligent effort, Seller fails, neglects or refuses to perform this Contract, the Buyer may seek receive the return of Buyer's deposit(s) and agreeing to waive any action for damages resulting from Seller's breach. 11. ATTORNEYS FEES AND COSTS: In connection with any litigation, including appeals arising out of this contract, the prevailing party shall be entitled to recover all costs incurred, including reasonable attorney fees. 12. TYPEWRITTEN, WRITTEN AND OTHER AGREEMENTS: There are no agreements, promises, or understandings between these parties except as specifically set forth herein. No alterations or changes shall be made to the contract except those in writing initialed and dated by all parties. Typed or written provisions inserted in this contract shall control all printed provisions in conflict. 13. SPECIAL CLAUSES: _____________________________________________________________________ _____________________________________________________________________ _____________________________________________________________________ BUYER SELLER INLAND COMMUNITIES, INC. REGIONAL DEVELOPERS, INC. a Florida corporation a Florida corporation FED ID#_Pending_______________ FED ID# 59-3285529 ___________________________________ _________________________________ By: Ruben R. Rowe, III By: Arthur G. Weiss, Vice-President DATE:_________________________ DATE:____________________________ EX-10.4 5 DEPOSIT RECEIPT AND CONTRACT FOR SALE AND PURCHASE FOR THOMASVILLE PROPERTY DEPOSIT RECEIPT AND CONTRACT FOR SALE AND PURCHASE REGIONAL DEVELOPERS, INC., a Florida corporation, whose principal place of business is 3343 Peachtree Road, NE, Suite 530, Atlanta, Georgia 30326, telephone number (404) 240-4108, hereinafter called Seller, and REGIONAL DEVELOPERS OF THOMASVILLE, INC., a Georgia corporation, of _________________________________, Thomasville, GA ____ and telephone number is (850) 894-0018 or assignees, hereinafter called Buyer agree that Seller shall sell and Buyer shall buy the following property upon the terms and conditions hereinafter set forth. SEE ATTACHED EXHIBIT "A" - (See Attached Legal Description) (Containing approximately 290 total acres ) 2. PURCHASE PRICE: Buyer and Seller agree that the purchase price for the site shall be SEVEN HUNDRED THIRTY FIVE THOUSAND SEVENTY FIVE DOLLARS AND NO CENTS ($735,075.00). METHOD OF PAYMENT: a) Assumption of Current Debt to Commercial Bank of Thomasville $ 570.075.00 b) Approximate balance to close in form of 31 day Promissory Note to Seller $ 165,000.00 (Excluding Buyer's expenses subject to prorations) TOTAL PURCHASE PRICE $ 735,075.00 3. TIME FOR ACCEPTANCE: If this offer is not executed by Seller and Buyer prior to June 28, 1999 the deposit shall be returned to Buyer and this offer shall be null and void. The date of this contract shall be the date when the last party has signed this contract and initialed any corrections. 4. CLOSING AND POSSESSION: This contract shall be closed and the deed delivered on or before June 30, 1999 unless extended by other provisions of this contract. Possession of the property shall be delivered to Buyer at closing. 5. EVIDENCE OF TITLE: Seller and Buyer agree that neither party wishes to have title insurance on the above property and will rely exclusively on the warranty of the titel given to them, as well as the Affidavit of No-Lien or Encumbrances to be executed in connection with this contract. Seller warrants title to be given free and clear, except from the aforementioned mortgage given to Commercial Bank of Thomasville, covenants and restriction, and easements of record. 6. RESTRICTIONS; EASEMENTS; LIMITATIONS: Buyer and Seller agree that the Buyer is taking this property subject to allexisitng taxes and homeowners dues (if any) which may be due and not yet paid. Further, Buyer agrees to take title subject to any of the following: special assessments and those taxes accruing hereafter, zoning and other governmental restrictions, plat restrictions and qualifications, public utility easements, and restrictive covenants of record. 7. INSTRUMENTS: Title to real property shall be conveyed by general warranty deed. Seller represents that it has legal authority and capacity to convey title to the property with all improvements. Seller shall furnish to Buyer a Seller's affidavit that there have been no improvements to subject property for 90 days preceding date of closing for which a lien could be filed. 8. PRORATIONS: All taxes and homeowners association dues from the current year shall NOT be prorated as of date of closing. Buyer shall be deemed the owner of the property on date of closing. 9. EXPENSES: Buyer shall pay for the following: a) recording fees b) any costs associated with loan Seller shall pay for the following: a) state documentary stamps on deed 10. FAILURE OF PERFORMANCE: If Buyer fails to perform this contract within the time specified (including payments of all deposits), the deposit(s) paid by Buyer may be retained by or for the account of the Seller as agreed upon liquidated damages, consideration for the execution of the contract and in full settlement of any claims; whereupon Buyer and Seller shall be relieved of all obligations under contract; of Seller, at Seller's option, may proceed in law or in equity to enforce Seller's rights under this contract. If, for any reason other than failure of Seller to make Seller's title marketable after diligent effort, Seller fails, neglects or refuses to perform this Contract, the Buyer may seek receive the return of Buyer's deposit(s) and agreeing to waive any action for damages resulting from Seller's breach. 11. ATTORNEYS FEES AND COSTS: In connection with any litigation, including appeals arising out of this contract, the prevailing party shall be entitled to recover all costs incurred, including reasonable attorney fees. 12. TYPEWRITTEN, WRITTEN AND OTHER AGREEMENTS: There are no agreements, promises, or understandings between these parties except as specifically set forth herein. No alterations or changes shall be made to the contract except those in writing initialed and dated by all parties. Typed or written provisions inserted in this contract shall control all printed provisions in conflict. 13. SPECIAL CLAUSES: _____________________________________________________________________ _____________________________________________________________________ _____________________________________________________________________ BUYER SELLER REGIONAL DEVELOPERS OF REGIONAL DEVELOPERS, INC. THOMASVILLE, INC. , a Florida corporation a Georgia corporation FED ID#___________________ FED ID# 59-3285529 __________________________________ ________________________________ By:____________________________ By:Arthur G. Weiss, Vice-President DATE:_________________________ DATE:________________________ EX-99.1 6 PRESS RELEASE NEWS RELEASE FOR IMMEDIATE RELEASE PROACTIVE TECHNOLOGIES CHANGES BUSINESS DIRECTION ATLANTA, June 8/PRNewswire/ - Proactive Technologies, Inc. (AMEX:PTE) announced today that its board of directors has approved changing the business direction of the Company to focus exclusively on providing private aviation services over the Internet. According to the National Business Aviation Association, the private aviation industry flies over 27 million flight hours per year in the United States, which is nearly two times the annual total of airline flight hours, and carries over 145 million passengers per year. The NBAA estimates CONTACT: Judy Gordon, Corproate Secretary Proactive Technologies, Inc. 3343 Peachtree Road, N.E., Suite 530 Atlanta, GA 30326 (404) 240-4061 -----END PRIVACY-ENHANCED MESSAGE-----