Exhibit 2.1
AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is dated July
31, 1997, and is by and between Angus Corporation, a Delaware corporation (the
"Company") and Asset Retrieval Services, Inc., a California corporation
("ARS").
R E C I T A L S
WHEREAS, the shareholders of ARS ("Shareholders") own the shares of
capital stock of ARS as set forth in Schedule 1 attached hereto, constituting
all of the issued and outstanding stock of ARS (the "ARS Shares");
WHEREAS, the Company desires to acquire all, but in any event no less
than 80%, of the ARS Shares held by them, and the Shareholders desire to
exchange all of the ARS Shares for shares of voting common stock of the
Company, in a transaction that qualifies under Section 368(a)(1)(B) of the
Internal Revenue Code of 1986, as amended (the "Code").
A G R E E M E N T
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein and in reliance upon the representations and warranties
hereinafter set forth, the parties agree as follows:
I. EXCHANGE OF THE SHARES AND CONSIDERATION
1.01 Shares Being Exchanged. Effective at the closing of this Agreement
(the "Closing"), and subject to the terms and conditions of this Agreement the
Shareholders shall assign, transfer and deliver to the Company all of the ARS
Shares which they own.
1.02 Consideration. Subject to the terms and conditions of this Agreement
and in consideration of the assignment and delivery of ARS Shares to the
Company, the Company shall at Closing issue to the Shareholders a number of
shares of voting common stock ("Company Common Stock") $.001 par value per
share (the "Company Shares"), equal to the number of shares set forth opposite
the Shareholder's name on Schedule 1 attached hereto, at the rate of 16.6
shares of Company Common Stock for each one ARS share.
1.03 Closing. The Closing of the transaction contemplated by this
Agreement (the "Closing") shall take place on July 31, 1997 as to Shareholders
holding at least 80% of the ARS Shares. Thereafter, the Company shall issue
shares as the remaining Shareholders deliver ARS Shares.
1.04 Deliveries. Concurrently with the execution and delivery of this
Agreement, the parties are delivering the following documents:
1.04(a) The items and documents set forth in Sections 1.01
and 1.02.
1.03(a) Pursuant to Section 7.01 hereof, Company shall
deliver to Shareholders resolutions of the Company's Board of Directors,
electing Xxxxx Xxxx, Xxxxxx X. Xxxxxxx, and C. Xxxxxxx Xxxxxxxx, as members of
the Board of Directors, and the
following persons as officers of the Company:
Xxxxx Xxxx, Chief Executive Officer and President
C. Xxxxxxx Xxxxxxxx, V.P. Acquisitions
Xxxxxx X. Xxxxxxx, V.P. Operations
1.04(c) The Company shall deliver the resignations of all of its
current officers and directors effective at Closing.
I. REPRESENTATIONS AND WARANTIES OF ARS
ARS represents and warrants to the Company as follows, as of the date of
this Agreement and as of the Closing:
2.01. Organization.
2.01(a). ARS is a corporation duly organized, validly existing and in
good standing under the laws of the State of California; ARS has the
corporate power and authority to carry on its business as presently
conducted; and ARS is qualified to do business in all jurisdictions where
the failure to be so qualified would have material adverse effect on its
business.
2.01(b). The copies of the Articles of Incorporation and all
amendments thereto of ARS as certified by the Secretary of State of
California, and the copy of the Bylaws as certified by the Secretary of
ARS, which have heretofore been delivered to the Company, are complete
and correct copies of such Articles of Incorporation as amended and in
effect on the date hereof. All minutes of meetings and actions in writing
without a meeting of the Board of Directors and shareholders of ARS are
contained in the minute book of ARS heretofore delivered to the Company
for examination and no minutes or actions in writing have been included
in such minute book since such delivery to the Company that have not also
been delivered to the Company.
2.02. Capitalization.
2.02(a). The authorized capital stock of ARS is ten million shares of
common stock and ten million shares of preferred stock. The issued and
outstanding shares of ARS is 396,885 shares of Common Stock, and no
shares of Preferred Stock. All of the issued and outstanding shares of
ARS are duly authorized, validly issued, fully paid and nonassessable.
2.02(b). Except as set forth in Exhibit 2.02(b) there are no
outstanding options, warrants, or rights to purchase any securities of
ARS.
2.03. Subsidiaries and Investments. ARS does not own any capital
stock or have any interest in any corporation, partnership or other form of
business organization.
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2.04. Financial Statements. The unaudited financial statements of ARS as
of and for the period inception to July 31, 1997 (the "Financial Statements")
present fairly the financial position and results of operations of ARS, on a
consistent basis. The financial records of ARS are of such a character and
quality that an unqualified (except as to going concern) audit of the ARS
Financial Statements may be performed within 75 days of the Closing.
2.05. No Undisclosed Liabilities. ARS is not subject to any material
liability or obligation of any nature, whether absolute, accrued, contingent,
or otherwise and whether due or to become due, which is not reflected or
reserved against in the Financial Statements, except those incurred in the
normal course of business.
2.06. Absence of Material Changes. Since July 31, 1997, except as
described in any Exhibit hereto or as required or permitted under this
Agreement, there has not been:
2.06(a). any material change in the condition (financial or
otherwise) of the properties, assets, liabilities or business of ARS,
except changes in the ordinary course of business which , individually
and in the aggregate, have not been materially adverse;
2.06(b). any redemption, purchase or other acquisition of any
shares of the capital stock of ARS, or any issuance of any shares of
capital stock or the granting, issuance or exercise of any rights,
warrants, options or commitments by ARS relating to their authorized or
issued capital stock; or
2.06(c). any change or amendment to the Articles of Incorporation
of ARS.
2.07. Litigation. There is no litigation, proceeding or investigation
pending or threatened against ARS affecting any of its properties or assets
against any officer, director, or stockholder of ARS that might result, either
in any case or in the aggregate, in any material adverse change in the
business, operations, affairs or condition of ARS or its properties or assets,
or that might call into question the validity of this Agreement, or any action
taken or to be taken pursuant hereto.
2.08. Title To Assets. ARS has good and marketable title to all of its
assets and properties now carried on its books including those reflected in
the balance sheets contained in the Financial Statements, free and clear of
all liens, claims, charges, security interests or other encumbrances.
2.09. Real Estate. ARS owns no real estate.
2.10 Contracts and Undertakings. Exhibit 2.10 attached hereto contains a
list of all contracts, agreements, leases, licenses, arrangements, commitments
and other undertakings to which ARS is a party or by which it or its property
is bound. Each of said contracts, agreements, leases, licenses, arrangements,
commitments and undertakings is valid, binding and in full force and effect.
ARS is not in material default, or alleged to be in material default, under
any contract, agreement, lease, license, commitment, instrument or obligation
to which ARS is a party is in default thereunder no does there exist any
condition or event which, after notice or
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lapse of time or both would constitute a default by any party to any such
contract, agreement, lease, license, commitment, instrument or obligation.
2.11. Underlying Documents. Copies of all documents described in any
Exhibit attached hereto (or a summary of any such contract, agreement or
commitment, of oral) have been made available to the Company and are complete
and correct and include all amendments, supplements or modifications thereto.
2.12. Transactions with Affiliates, Directors and Shareholders. Except as
set forth in exhibit 2.12 hereto, there are and have been no contracts,
agreements, arrangements or other transactions between ARS, and any officer,
director, or stockholder of ARS, or any corporation or other entity controlled
by the Shareholders, a member of the Shareholders' families, or any affiliate
of the Shareholders.
2.13. No Conflict. The execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby will not conflict with or
result in a breach or any term or provision of, or constitute a default under,
the Articles of Incorporation of Bylaws of ARS, or any agreement, contract or
instrument to which ARS is a party or by which it or any of its assets are
bound.
2.14. Ownership of Intellectual Property Rights. ARS owns or has valid
right or license to use all patents, patent rights, trade secrets, trademarks,
trademark rights, trade names, trade name rights, copyrights and other
intellectual property rights (collectively referred to as "Intellectual
Property Rights") which are necessary to operate its business as now operated
and as now proposed to be operated. A brief description of such Intellectual
Property Rights is set forth on Exhibit 2.14 attached hereto. Except as set
forth on Exhibit 2.14, ARS does not have any obligation to compensate any
person, firm, corporation or other entity for the use of any such Intellectual
Property Rights, nor has ARS granted to any person, firm, corporation or other
entity any license or other rights to use in any manner, or waived its rights
with respect to any Intellectual Property Rights of ARS.
2.15. Disclosure. Neither this Agreement, the Financial Statements nor
any other agreement, document, certificate or written or oral statement
furnished to the Company by or on behalf of ARS in connection with the
transactions contemplated hereby, contains any untrue statement of a material
fact or when taken as a whole omits to state a material fact necessary in
order to make the statements contained herein or therein no misleading.
2.16. Authority. ARS has full power and authority to enter into this
Agreement and to carry out the transactions contemplated herein. The execution
and delivery of this Agreement and the consummation of the transactions
contemplated hereby, have been duly authorized and approved by the Board of
Directors of ARS and no other corporate proceedings on the part of ARS are
necessary to authorize this Agreement and the transactions contemplated
hereby.
III. REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company hereby represents and warrants to ARS and Shareholders as
follows, as of the date of this Agreement and as of Closing:
4
3.01. Organizations.
3.01(a). The Company is a corporation duly organized,
validly existing, and in good standing under the laws of the State of
Delaware; has the corporate power and authority to carry on its business
as presently conducted; and is qualified to do business in all
jurisdictions where the failure to be so qualified would have a material
adverse effect on the business of the Company.
3.01(b). The copies of the Certificate of Incorporation, of
the Company, as certified by the Secretary of State of Delaware, and the
Bylaws of the Company are complete and correct copies of the Certificate
of Incorporation and the Bylaws of the Company as amended and in effect
on the date hereof. All minutes of meetings and actions in writing
without a meeting of the Board of Directors and shareholders of the
Company are contained in the minute book of the Company and no minutes or
actions in writing without a meeting have been included in such minute
book since such delivery to ARS that have not also been delivered to ARS.
3.02. Capitalization of the Company. The authorized capital stock of the
Company consists of 20,000,000 shares of Common Stock, par value $.001 per
share, of which 500,000 shares are outstanding, and 1,000,000 shares of
preferred stock, none of which is outstanding. All outstanding shares are duly
authorized, validly issued, fully paid and non-assessable.
3.03. Subsidiaries and Investments. The Company does not own any capital
stock or have any interest in any corporation, partnership, or other form of
business organization.
3.04. Authority. The Company has full power and authority to enter into
this Agreement and to carry out the transactions contemplated herein. The
execution and delivery of this Agreement, the consummation of the transactions
contemplated hereby, and the issuance of the Company Common Stock in accordance
with the terms hereof, have been duly authorized and approved by the Board of
Directors of the Company and no other corporate proceedings on the part of
Company are necessary to authorize this Agreement, the transactions
contemplated hereby and the issuance of the Company stock in accordance with
the terms hereof.
3.05. No Undisclosed Liabilities. Other than as described in Exhibit 3.05
hereto, the Company is not subject to any material liability or obligation of
any nature, whether absolute, accrued, contingent, or otherwise and whether
due or to become due.
3.06. Litigation. There is no litigation, proceedings or investigation
pending or to the knowledge of the Company, threatened against the Company
affecting any of its properties or assets, or, to the knowledge of the
Company, against any officer, director, or stockholder of the Company that
might result, either in any case or in the aggregate, in any material adverse
change in the business, operation, affairs or condition of the Company or any
of its properties or assets, or that might call into question the validity of
this Agreement, or any action taken or to be taken pursuant hereto.
3.07. Title To Assets. The Company has good marketable title to all
of its assets and properties now carried on its books including those
reflected in the balance sheet contained
5
in the Company's financial statements, free and clear of all liens, claims,
charges, security interests or other encumbrances, except as described in the
balance sheet included in the Company's financial statements or on any
Exhibits attached hereto.
3.08. Contracts and Undertakings. Exhibit 3.08 attached hereto contains a
list of all contracts, agreements, leases, licenses, arrangements commitments
and other undertakings to which the Company is a party or by which it or its
property is bound. Each of said contracts, agreements, leases, licenses,
arrangements, commitments and undertakings is valid, binding and in full force
and effect. The Company is not in material default, or alleged to be in
material default, under any contract, agreement, lease, license, commitment,
instrument or obligation and, to the knowledge of the Company, no other party
to any contract, agreement, lease, license, commitment, instrument or
obligation to which the Company is party is in default thereunder nor, to the
knowledge of the Company, does there exist any condition or event which, after
notice or lapse of time or both, would constitute a default by any party to
any such contract, agreement, lease, license, commitment, instrument or
obligation.
3.09. Underlying Documents. Copies of all documents described in any
Exhibit attached hereto (or a summary of any such contract, Agreement or
commitment, if oral) have been made available to ARS and are complete and
correct and include all amendments, supplements or modifications thereto.
3.10 Transactions with Affiliates, Directors and Shareholders. There are
and have been no contracts, agreements, arrangements or other transactions
between the Company, and any officer director, or 5% stockholder of the
Company, or any corporation or other entity controlled by any such officer,
director or 5% stockholder, a member of any such officer, director or 5%
stockholder's family, or any affiliate of any such officer, director or 5%
stockholder.
3.11. No Conflict. The execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby will not conflict with or
result in a breach of any term or provision of, or constitute a default
under, the Certificate of Incorporation or Bylaws of the Company, or any
agreement, contract or instrument to which the Company is a party or by which
it or any of its assets are bound.
3.12. Disclosure. Neither this Agreement nor any other agreement,
document, certificate or written or oral statement furnished to ARS and the
Shareholders by or on behalf of the Company in connection with the
transactions contemplated hereby, contains any untrue statement of a material
fact or when taken as a whole omits to state a material fact necessary in
order to make the statements contained herein or therein no misleading.
3.13. Financial Statements. The financial statements of the Company
present fairly the financial position and results of operations of the
Company, on a consistent basis. The financial records of the Company are of
such a character and quality that an unqualified may be performed within 75
days of the Closing. As of the Closing, Company shall have no liabilities.
3.14. Absence of Material Changes. Since July 31, 1997 except as
described in any Exhibit hereto or as required or permitted under this
Agreement, there has not been:
6
3.14(a) any material change in condition (financial or
otherwise) of the properties, assets, liabilities or business of Company,
except changes in the ordinary course of business which, individually and
in the aggregate, have not been materially adverse.
3.14(b) any redemption, purchase or other acquisition of any
shares of capital stock of Company, or any issuance of any shares of
capital stock or the granting, issuance or exercise of any rights,
warrants, options or commitments by ARS relating to their authorized or
issued capital stock.
3.14(c) Any amendment to the Certificate of Incorporation of
Company.
IV. SURVIVAL OF REPRESENTATINS, WARRANTIES AND COVENANTS
All representations, warranties and covenants of the Company and ARS
contained herein shall survive the consummation of the transactions
contemplated herein and remain in full force and effect.
V. CONDITIONS TO CLOSING
5.01. Conditions to Obligation of ARS. The obligations of ARS and
Shareholders under this Agreement shall be subject to each of the following
conditions:
5.01(a) Representations and Warranties of Company to be
True. The representations and warranties of Company herein contained
shall be true in all material respects at the Closing with the same
effect as though made at such time. Company shall have performed in all
material respects all obligations and complied in all material respects
with all covenants required by this Agreement to be performed or complied
with by it at or prior to the Closing.
5.01(b) No Legal Proceedings. No injunction or restraining
order shall be in effect, and no action or proceeding shall have been
instituted and, at what would otherwise have been the Closing, remain
pending before a court to restrain or prohibit the transactions
contemplated by this Agreement.
5.01(c) Statutory Requirements. All statutory requirements
for the valid consummation by Company of the transactions contemplated by
this Agreement shall have been fulfilled. All authorizations, consents
and approvals of all Governments and other persons required to be
obtained in order to permit consummations by Company of the transactions
contemplated by this Agreement, to continue unimpaired in all material
respects immediately following the Closing shall have been obtained.
5.01(d) Closing Documents. Company shall have executed and
delivered all documents required to be executed and delivered by Company
pursuant to Section 1.04.
5.02. Conditions to Obligations of Company. The obligation
of Company under this Agreement shall be subject to the following
conditions:
7
5.02(a) Representations and Warranties of ARS to be True. The
representations and warranties of ARS herein contained shall be true in
all material respects as of the Closing, and shall have the same effect
as though mad at the Closing; Purchaser shall have performed in all
material respects all obligations and complied in all material respects
with all covenants and conditions required by this Agreement to be
performed or complied with by it prior to the Closing.
5.02(b) No Legal Proceedings. No injunction or restraining order
shall be in effect prohibition this Agreement, and no action or
proceeding shall have been instituted and, at what would otherwise have
been the Closing, remain pending before the court to restrain or prohibit
the transactions contemplated by this Agreement.
5.02(c) Statutory and Other Requirements. All statutory requirements
for the valid consummation by ARS of the transactions contemplated by
this Agreement shall have been fulfilled; all authorizations, consents
and approvals of all Governmental agencies and authorities required to be
obtained in order to permit consummation by ARS of the transactions
contemplated by this Agreement shall have been obtained.
VI. TERMINATION OF OBLIGATIONS AND WAIVERS OF CONDITIONS; PAYMENT OF EXPENSES
6.01. Termination of Agreement. Anything herein to the contrary
notwithstanding, this Agreement, may be terminated at any time before the
Closing by mutual consent of ARS and Company.
6.02. Payment of Expenses; Waiver of Conditions. In the event that this
Agreement shall be terminated pursuant to Section 6.01 all obligations of the
parties under this Agreement shall terminate and there shall be no liability
of any party to the other. Each party hereto will pay all costs and expenses
incident to its negotiation and preparation of this Agreement and performance
of and compliance with all agreements and conditions contained herein or
therein on counsel. If any of the conditions specified in Section 5.01 hereof
has not been satisfied, Company may nevertheless at its election of ARS
proceed with the transactions contemplated hereby and if any of the conditions
specified in Section 5.02 hereof has not been satisfied, Company may
nevertheless at its election proceed with the transactions contemplated
hereby. In the event that the Closing shall be consummated, each party hereto
will pay all of its costs and expenses in connection therewith.
6.02(a) ARS shall have executed and delivered all documents required
to be executed and delivered by ARS pursuant to Section 1.04.
VII. MISCELLANEOUS
7.01. Finder's Fees, Investment Banking Fees. Neither ARS nor the Company
have retained or used the services of any person, firm or corporation in such
manner as to require the payment of any compensation as a finder or a broker
in connection with the transactions contemplated herein.
8
7.02. Tax Treatment. The transactions contemplated hereby is intended to
qualify as a so-called "tax-free" reorganization under the provisions of
Section 368 of the Internal Revenue Code. Company and ARS acknowledge,
however, that they each have been represented by their own tax advisors in
connection with this transactions; that neither has made any representation or
warranty to the other with respect to the treatment of such transaction of the
effect thereof under applicable tax laws, regulations, or interpretations; and
that no attorney's opinion or private revenue ruling has been obtained with
respect to the effects thereof under the Internal Revenue Code of 1986, as
amended.
7.03. Further Assurances. From time to time, at the other party's request
and without further consideration, each of the parties will execute and
deliver to the others such documents and take such action as the other party
may reasonably request in order to consummate more effectively the
transactions contemplated hereby.
7.04. Parties in Interest. Except as otherwise expressly provided herein,
all the terms and provisions of this Agreement shall be binding upon, shall
inure to the benefit of and shall be enforceable by the respective heirs,
beneficiaries, personal and legal representatives, successors and assigns of
the parties hereto.
7.05. Entire Agreement; Amendments. This Agreement, including the
Schedules, Exhibits and other documents and writings referred to herein or
delivered pursuant hereto, which form a part hereof, contains the entire
understanding of the parties with respect to tits subject matter, There are no
restrictions, agreements, promises, warranties, covenants or undertakings
other than those expressly set forth herein or therein. This Agreement
supersedes all prior agreements and understandings between the parties with
respect to its subject matter. This Agreement may be amended only by a written
instrument duly executed by the parties or their respective successors or
assigns.
7.06. Headings, Etc. The section and paragraph headings contained in this
Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretations of this Agreement.
7.07. Pronouns. All pronouns and any variations thereof shall be deemed
to refer to the masculine, feminine or neuter, singular or plural, as the
identity of the person, persons, entity or entities may require.
7.08. Counterparts. This Agreement may be executed in several
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
7.09. Governing Law. This Agreement shall be governed by the laws of
the State of California applicable to contracts to be performed in the State
of California.
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IN WITNESS WHEREOF, this Agreement has been duly executed and delivered
by the parties hereto as the date first above written.
ANGUS CORPORATION ASSET RETRIEVAL SERVICES, INC.
By: /s/ Jehu Hand By: /s/ Xxxxx Xxxx
------------------------ ------------------------
Name: Jehu Hand Name: Xxxxx Xxxx
---------------------- ----------------------
Title: President Title: President
--------------------- ---------------------
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SCHEDULE I
No. of
No. of Company
ARS Shares to
Shares Name be received
------ ----------- -----------
80 Xxxxxx, Xxxx 1,920
00 Xxxxxx, Xx. Xxxxxx 1,920
80 Xxxxx, Xxxx 1,920
80 Xxxxx, Xxxxxx 1,920
80 Xxxxxxxxxx, Xxxxxx 1,920
80 Xxxxxx, Xxxxxxx 1,920
80 Xxxxxxx, Xxxxx 1,920
80 Xxxxxxxxx, Xxxxxxx 1,920
80 Xxxx, Xxxxxx 1,920
80 Xxxxxxx, Xxxxxxx 1,920
80 Xxxxx, Xxxxxx 1,920
80 Xxxxxxxxx, Xxxx 1,920
80 XxXxxxxx, Xxxxxxx 1,920
80 Xxxxxx, Xxxxx 1,920
80 Xxxxxxxxx, Xxxxx 1,920
80 Xxxxxxxx, Xxxx 1,920
80 Xxxxxxxxxx, Xxxxxxxx 1,920
133,715 Xxxxx, Xxxx 2,219,669
100,286 Douglas, Freeland 1,664,748
100,286 Xxxxxx X. Xxxxxxx (D&B Asset Management) 1,664,748
37,142 Xxxxx Xxxx as Trustee for Xxxx Xxxxxxxxx 616,557
160 Xxxxxxxxx, Xxxxxxx 3,840
000 Xxxxxx, Xxxxxxx 3,840
160 Xxxxx, Jannealle 3,840
160 Xxx, Xxxxxxx 3,840
000 Xxxxxx, Xx. Xxxx 3,840
160 Xxxxxxx, Xxxxx 3,840
000 Xxxxxx, Xxxxxxxx 3,840
160 Xxxxxxx, Xxxxxx 3,840
160 Xxxxxxx, Xxxxxx 3,840
160 Xxxxxxxxxx, Xxxxxxx 3,840
160 Xxxxxx, Xxxxx 3,840
160 Overhoiser, Merlin 3,840
160 Xxxxxx, Xxxxxx 3,840
160 Xxxxxx, Xxxxxxx 3,840
160 Xxxxxxxx, Xxxxxxx 3,840
160 Xxxxxxx, Xxxxxxxx 3,840
160 Xxxxxxx, Xxxxx 3,840
160 Xxxxx, Xxxxxx 3,840
240 Xxxxxx, Xxxxxx 5,760
320 Xxxxx, Xxxx 7,680
No. of
No. of Company
ARS Shares to
Shares Name be received
------ ----------- -----------
240 Xxxxx, A.
160 Sodle, Xxxxxx X.
320 Xxxxxxx, Xxxx 7,680
400 Xxxxx, X.X. 9,600
400 Xxxxx, Xxxxxx 9,600
400 Xxxxx, Xxxxxx 9,600
400 Xxxxxxx, Xxxxxxx 9,600
400 Xxxx, Xxxxxxx 9,600
400 Xxxxx, Xxxxxxx 9,600
400 Lambeer, Xxxxx 9,600
400 Xxxxxx, Xxxxxx 9,600
400 Xxxxxxxx, Xxxxx 9,600
400 Xxxxxxxxx, Xxxx 9,600
400 Post, Xxxxxx 9,600
416 Xxxxxxxx, Xxxxxxx 9,984
480 Xxxxxx, Xxxxx 11,520
640 Xxxxxx, Xxxxx 15,360
1,600 Xxxxxx, Xxxx 38,400
1,600 Stains, Xxxxxx 38,400
100 Xxxxxxx, Xxxxxxx 2,400
100 Xxxxxx, Xxxxx 2,400
100 Xxxxxx, Xxxxxxxxx 2,400
100 Xxxxxxx, Xxxxxxx 2,400
100 Xxx, Xxxxx 2,400
100 Xxxxxxx, Xxxxx 2,400
000 Xxxxxxxx, Xxx 4,800
200 Xxxxxx, Xxxxxxx 4,800
200 Xxxxxxxx, Xxxxxx 4,800
200 Xxxx, Xxxxxx 4,800
200 Xxxxx, Xxxxxxx 4,800
200 Xxxxxxxxxx, Xxxxxxxx 4,800
200 Lita, Xxxxxx 4,800
200 Xxxxxxx, Xxxxx 4,800
300 Xxxxx, Xxxxx 7,200
300 Xxxxxx, Xxxxxxx 7,200
400 Xxxxxx, Xxxx 9,600
400 Xxxx, Xxxxxx 9,600
500 Xxxxxxxxx, Xxxxx 12,000
500 Xxxxxxx, Xxxxxxx 12,000
800 Xxxxx, Xxxxxx 19,200
No. of
No. of Company
ARS Shares to
Shares Name be received
------ ----------- -----------
800 Xxxxxx, Xxxxx 19,200
800 Xxxxxxxx, Xxxxxx 19,200
800 Xxxx, Xxxxx 19,200
800 Xxxxxxx, Xxxxxxx 19,200
800 Xxxxxxx, Xxxxx 19,200
800 Takusaqawa, Kazuo 19,200
1,000 Xxxxxxx, Xxxxx 19,200
100 Xxxxx, Drban 24,000
EXHIBIT 2.02(b)
None
EXHIBIT 2.10
Contracts of ARS
EXHIBIT 2.12
ARS Interested Transactions
EXHIBIT 2.14
ARS Intellectual Property Rights
EXHIBIT 3.05
Undisclosed Company Liabilities
EXHIBIT 3.08
Company Contracts
Only contract is Atlas Stock Transfer. See price list attached.
ATLAS STOCK TRANSFER
CORPORATION
EFFECTIVE JUNE 17, 1996
A INITIAL FEE
Setup master files
(a) New issue - per 100 accounts...... $200.00
(b) Conversion - Dependent upon condition of
of existing records.....Variable
B. ISSUANCE AND TRANSFER OF CERTIFICATES:
1. Fee billed to purchasing broker or shareholders.
(a) For each prepaid certificate issued. $15.00
(b) Restricted certificates $25.00
C. REPORTS
1. Shareholder Report
(a) Accounts printed.....................$ .05
(b) Certificates printed.................$ .02
(c) Minimum charge.......................$35.00
2. Historical Report
(a) Accounts printed.....................$ .05
(b) Certificates printed.................$ .02
(c) Minimum charge...................... $35.00
3. Name and address labels
(a) Accounts printed....................$ .05
(b) Certificates printed................$ .02
(d) Minimum charge......................$35.00
D. ADDITIONAL SERVICES
(a) Audit Confirmation..................$10.00
(b) Faxes (per page)....................$ 1.00
(c) Fees for services such as dividends, mergers,
mailings, proxies, special reports, etc.,
will be set on the basis of an analysis of
costs and word performed.
This schedule does not include out-of-pocket expenses which are
reimbursable by the company such as postage, insurance, printing of
certificates, checks, envelopes, proxies and legal fees, etc.
0000 Xxxxx Xxxxx Xxxxxx x Xxxx xxxx Xxxx, Xxxx 00000 o
Ph: (000) 000-0000 o Fax: (000)000-0000
