Advanced Knowledge Inc. Announces Agreement to Acquire Soccer Magic Inc.ENCINO, Calif.--(BUSINESS WIRE)--Dec. 16, 1999-- Advanced Knowledge Inc. (OTCBB OTCBB See OTC Bulletin Board (OTCBB). :AVKN) today announced that it has signed an agreement to acquire all of the outstanding common shares of Soccer Magic Inc., a privately owned Ontario, Canada, corporation, in exchange for 10 million newly issued shares of Advanced Knowledge common stock. Currently, 4 million shares of Advanced Knowledge common stock are outstanding. Soccer Magic and its two operating subsidiaries are based in Ontario. Through its subsidiaries, Soccer Magic is engaged in the design, construction, ownership and operation of indoor soccer
A subsidiary whose parent company owns 100% of its common stock. Notes: In other words, the parent company owns the company outright and there are no minority owners. of Advanced Knowledge. Under the terms of the agreement, the current directors and officers of Advanced Knowledge will resign at the time the acquisition is completed, and new directors and officers selected by Soccer Magic will be appointed. It is anticipated that the acquisition will be completed within the next 30 days. The agreement also calls for the subsequent transfer of all Advanced Knowledge's non-Soccer-Magic assets to an entity controlled by Buddy Young Claude "Buddy" Young (January 5, 1926 to October 19, 1983) was a football player. A native of Chicago, the 5'5" Claude "Buddy" Young also known as the "Bronze Bullet," had exceptional quickness and acceleration. , Advanced Knowledge's president and principal stockholder. The assets to be transferred relate to the company's current business of producing and distributing work force training videos and include primarily, all rights to the "Advanced Knowledge" name; the advancedknowledge.com Web site; the work force training videos titled "Twelve Angry Men: Teams That Don't Quit," "The Cuban Missile Crisis Cuban Missile Crisis, 1962, major cold war confrontation between the United States and the Soviet Union. After the Bay of Pigs Invasion, the USSR increased its support of Fidel Castro's Cuban regime, and in the summer of 1962, Nikita Khrushchev secretly decided to : A Case Study in Decision Making and Its Consequences," and "It's a Wonderful Life: Leading Through Service"; and all cash, accounts receivable accounts receivable n. the amounts of money due or owed to a business or professional by customers or clients. Generally, accounts receivable refers to the total amount due and is considered in calculating the value of a business or the business' problems in paying , inventory, equipment, personal property and rights under production and distribution agreements held by Advanced Knowledge as of completion of the acquisition. In exchange for the assets, the purchaser would assume all of the liabilities incurred or accrued by Advanced Knowledge prior to the Soccer Magic acquisition. According to the unaudited balance sheet of Advanced Knowledge as of Nov. 30, 1999, Advanced Knowledge had total assets of $123,074 and total liabilities of $290,950 at that date. The total liabilities as of such date included approximately $196,000 of principal and interest owed to Young under a secured promissory note promissory note, unconditional written promise to pay a certain sum of money at a definite time to bearer or to a specified person on his order. Promissory notes are generally used as evidence of debt. . In addition, under the terms of the agreement, the acquisition, when completed, will be subject to possible automatic rescission The abrogation of a contract, effective from its inception, thereby restoring the parties to the positions they would have occupied if no contract had ever been formed. By Agreement and unwinding under certain circumstances. A rescission will occur automatically at 5 p.m. PT on June 30, 2000, unless prior to that date, the new management of Advanced Knowledge completes a private placement of common stock raising gross proceeds for Advanced Knowledge of at least $2,700,000 and Advanced Knowledge is then current in its filing obligations with the Securities and Exchange Commission. Soccer Magic could also force a rescission of the acquisition if, prior to that date, certain representations and warranties of Advanced Knowledge's president and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. are found to be untrue. The company's common shares are traded over-the-counter on the NASD's "Bulletin Board" system, under the symbol "AVKN." This news release contains forward-looking statements within the meaning of the Securities Litigation An action brought in court to enforce a particular right. The act or process of bringing a lawsuit in and of itself; a judicial contest; any dispute. When a person begins a civil lawsuit, the person enters into a process called litigation. Reform Act. The statements reflect the company's current views with respect to future events that involve risks and uncertainties including uncertainties related to successful negotiations with other parties; satisfaction or waiver of closing conditions; closing of the transaction; capital availability; operational and other risks, uncertainties and factors described from time to time in the company's publicly available SEC reports. In light of these risks and uncertainties, the forward-looking events described in this news release might not occur. |
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