COPY
EXHIBIT 2.2
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF FLORIDA R
MIAMI DIVISION @0
ROSE AUTO STORES - FLORIDA, INC., Case No. 97-13411 BKC-RAM
Debtor Chapter 11
CERTIFICATE OF COMPLIANCE
WITH REVERSE ACQUISITION REQUIREMENTS
TO THE HONORABLE BANKRUPTCY JUDGE OF SAID COURT:
RAS Acquisition Corp., the reorganized debtor formerly known as Rose Auto Stores-Florida, Inc., files this its
Certificate of Compliance with Reverse Acquisition Requirements and would respectfully show the Court as
follows:
1. The Joint Plan of Reorganization For Rose Auto Stores-Florida, Inc., (the"Plan") was confirmed by order of
this Court entered on April 23, 1999.
2. Pursuant to the Plan, RAS Acquisition Corp. was required to complete a reverse merger or acquisition by the
Consummation of the Plan Date in order to secure the discharge under 11 U.S.C. ss 1141. The Consummation
of the Plan Date is defined as twenty-one months from the Effective Date of the Plan. The Effective Date under
the Plan is defined as the eleventh (11th) day after the entry of the Confirmation Order. There was no appeal of
the confirmation. The Confirmation order was entered on April 233, 1999. The Plan became final and non-
appealable on May 4, 1999. The Effective Date of the Plan therefore is May 4, 1999 and the Consummation of
the Plan Date is May 4, 2001.
Page 1
3. RAS Acquisition Corp. closed a reverse acquisition with WBNI, Inc. on January 9, 2001. RAS Acquisition
Corp. herein certifies to this Court that the closing that took place on this date and that the requirements of the
Plan in that regard have been met.
4. Pursuant to this Court's order, the filing of this certificate does not require a fee for the reopening of this case
under 28 U.S.C. ss 1930(b) since, pursuant to 11 U.S.C. ss 350(b) and FRBP 5010, this filing involves the
Debtor's discharge. (See attached Exhibit "A".)
Respectfully submitted,
HANCE SCARBOROUGH WRIGHT
GINSBERG & BRUSILOW, LLP
2900 Renaissance Tower 1201 Elm Street Dal