Global Enterprises -- Nevada -- Issues Clarification Regarding Biofarm, Inc.LINFIELD, Pa.--(BUSINESS WIRE)--March 31, 1999--Global Enterprises (Nevada), Inc. ("GEN"), the entity formed on October 7, 1998, to represent the interests of the shareholders other than Litchfield Continental Limited ("LCC (Leadless Chip Carrier, Leaded Chip Carrier) See leadless chip carrier, CLCC and PLCC. 1. LCC - Language for Conversational Computing. Written at CMU in the 1960's. ") with respect to the assets of Global Spill Management, Inc. ("GEGI"), announces that: a) counsel for GEN has been authorized to take title to the judgment, in the amount of $1,023,500, obtained in New York New York, state, United States New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of State Supreme Court (from the illegal sale of GEGI Debentures by Phoenix Wrecking Corporation) against Phoenix and certain of its affiliates. With such assignment of the existing judgment, GEN will be in position to institute proceedings supplemental to judgment to attempt to effect collection of the principal of and interest on such judgment. Biofarm, Inc. ("BIOF") has authorized counsel for GEN to take all such action as is required to assign such judgment from BIOF to GEN; b) counsel for GEGI has been authorized by BIOF to conclude the definitive settlement of the Gulf South 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. described on page 13 of the Form 10-KSB filed with the SEC on February 19, 1999. GEN will thereby pay the sum of $10,000 to conclude such litigation and will receive an assignment of the claim of Gulf South in the amount of $78,000 against the responsible defendant; and, c) counsel for GEGI has been authorized by BIOF to conclude the definitive settlement of the FONDO matter described in 1934 Act filings with the SEC commencing with the Form 10-KSB for the period ended June 30, 1996. (FONDO paid $220,000 (in August, 1994) for 27,500 shares of GEGI and had demanded either the return of the $220,000 (plus interest since August, 1994) or a number of shares of BIOF today equal to such $220,000 plus all accrued interest Accrued Interest The interest that has accumulated on a bond since the last interest payment up to but not including the settlement date. There are two methods for calculating accrued interest: 1) 360-day year method, used for corporate and municipal bonds. thereon.) GEGI concluded an arrangement with FONDO pursuant to which FONDO would issue a general release to GEGI/BIOF in exchange for 27,500 shares of freely tradeable BIOF Common Stock (with 10,000 of such shares to be delivered now and the balance of 17,500 shares on December 31, 1999). BIOF has (as the successor to GEGI) now consented to such settlement. The 27,500 shares do not represent any additional BIOF shares to be issued and outstanding. The nominees of LCC assumed control of BIOF on October 5, 1998, pursuant to a Proxy Statement Proxy Statement A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting. dated September 21, 1998. Such Proxy Statement concluded the obligations of GEGI undertaken by GEGI in the Stock Purchase Agreement between GEGI and LCC dated April 1, 1998, because the shareholders of GEGI elected to the Board all of the nominees of LCC and voted to change the name from GEGI to BIOF. Pursuant to such Stock Purchase Agreement GEGI obtained ownership of 87% of Biofarm, S.A. in exchange for a Convertible Debenture Convertible Debenture Any type of debenture that can be converted into some other security. Notes: For example, a convertible bond can be converted into stock. entitling LCC to convert into 80% of the number of shares of Common Stock of GEGI then issued and outstanding after such conversion. Such transaction provided the means by which LCC could obtain control of a U.S. public company in exchange for LCC's ownership of 87% of Biofarm, S.A. GEGI made one fundamental commitment to LCC, namely, that GEGI would have absolutely no obligations of any kind whatsoever that would devolve devolve v. when property is automatically transferred from one party to another by operation of law, without any act required of either past or present owner. The most common example is passing of title to the natural heir of a person upon his death. upon BIOF. The resolution of the three matters described above (all of which required the assent An intentional approval of known facts that are offered by another for acceptance; agreement; consent. Express assent is manifest confirmation of a position for approval. of BIOF) satisfied that one fundamental commitment. GEGI remains with one piece of litigation in which it is a party defendant; and that matter has as the principal defendant Terminix International. (Such matter is described in full in the Form 10-KSB filed February 19, 1999, on page 13 thereof.) It is the responsibility of the management of GEGI to resolve such matter without cost to BIOF. The management of GEN (being the three directors of GEGI prior to the October 5, 1998, shareholders' meeting shareholders' meeting n. a meeting, usually annual, of all shareholders of a corporation (although in large corporations only a small percentage attend) to elect the Board of Directors and hear reports on the company's business situation. ) is committed to representing the interests of the shareholders (other than LCC) of GEGI, to using its utmost efforts to find value for the shareholders of GEN from the litigation instituted by GEGI (as described in the Form 10-KSB filing dated February 19, 1999), to take the necessary steps (assuming such values have been realized) to cause GEN shares to be distributed (on a share-for-share basis) to the shareholders of GEGI other than LCC, to using its best efforts to work with and assist the new management of BIOF in all matters relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc BIOF and its shareholders, and to making available to the management of BIOF its expertise and assistance. GEGI's former management conducted all of the necessary due diligence Research; analysis; your homework. This term has caught on in all industries, because it sounds so "wired." Who would want to do analysis or research when they can do due diligence. See wired. required in connection with the acquisition of Biofarm, S.A. and satisfied itself that the acquisition of 87% of Biofarm, S.A. was in the best interests of the GEGI shareholders. Since October 5, 1998, GEGI's former management has continued to work closely with LCC and with BIOF and will continue to do so. GEGI's former management is determined and resolved to commit all of its efforts to the creation of two viable and profitable entities for the GEGI shareholders. GEGI's former management is confident that both BIOF and GEN will prove rewarding to the shareholders of GEGI/BIOF. Any forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. hereinabove here·in·a·bove adv. Hereinbefore. are qualified in their entirety by reference to any exigencies that are beyond the control of the management of GEN. |
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