Exhibit 10.1
AXIA GROUP, INC.
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement ("Agreement") is made as of the 12th day
of January, 2005, by and among Axia Group, Inc. a Nevada corporation (the
"Company"), and Xxxxxxx X. Xxxxxxx (the "Purchaser").
RECITALS
A. The Company has authorized capital stock consisting of 5,000,000,000
shares of common stock, $0.001 par value ("Common Stock"), of which
approximately 996,000,000 shares are issued and outstanding, 5,000,000 shares of
Series A Preferred Stock, $0.001 par value ("Series A Preferred Stock") of which
1,000 shares are issued and outstanding, 12,000 shares of Series B Preferred
Stock, $0.001 par value ("Series B Preferred Stock") of which none are issued
and outstanding, 10,000,000 shares of Series C Preferred Stock, $0.001 par value
("Series C Preferred Stock") of which none are issued and outstanding, 5,000,000
shares of Series D Preferred Stock, $0.001 par value ("Series D Preferred
Stock") of which none are issued and outstanding, and 479,988,000 shares of
undesignated preferred stock, $0.001 par value, of which none are issued and
outstanding.
B. The Company desires to obtain funds from the Purchaser in order to
satisfy certain liabilities of the Company.
C. In order to obtain such funds, the Company is offering (the
"Offering") up to an aggregate of 5,000,000 shares (the "Shares") of Series D
Preferred Stock on the terms and subject to the conditions set forth herein.
AGREEMENT
It is agreed as follows:
1. PURCHASE AND SALE OF SHARES. In reliance upon the representations
and warranties of the Company and the Purchaser contained herein and subject to
the terms and conditions set forth herein, at Closing, the Company shall issue
and sell to the Purchaser and the Purchaser shall purchase from the Company,
Five Million (5,000,000) Shares, for U.S. $0.01 per Share, payable $20,000.00 in
cash and a note in the principal amount of $30,000.00 in the form attached
hereto as Exhibit A (the "Purchase Price").
2. CLOSING(S).
2.1 Date and Time. Subject to all of the terms and conditions
set forth in this Agreement being satisfied, the closing of the sale of Shares
contemplated by this Agreement (the "Closing") shall take place at the offices
of the Purchaser's counsel or at such other place as the Company and the
Purchaser shall agree in writing, concurrently with the execution of this
Agreement (the "Closing Date").
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2.2 Deliveries by Purchaser. The Purchaser shall deliver the following
at closing:
2.2.1 a check or wire transfer pursuant to instructions
provided by the Company in the amount of $20,000.00.
2.2.2 a note in the principal amount of $30,000.00 in the form
attached hereto as Exhibit A.
2.3 Deliveries by Company. At the Closing, the Company will deliver to
the Purchaser the certificates representing the Shares purchased by the
Purchaser against payment of the Purchase Price. Each such Share shall be in
definitive form and registered in the name of the Purchaser against delivery to
the Company by the Purchaser of the items set forth in paragraph 2.2 above.
3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
As a material inducement to the Purchaser to enter into this Agreement
and to acquire the Shares, the Company represents and warrants that the
following statements are true and correct in all material respects, except as
expressly qualified or modified herein.
3.1 Organization and Good Standing. The Company is a corporation duly
organized, validly existing, and in good standing under the laws of the State of
Nevada and has full corporate power and authority to enter into and perform its
obligations under this Agreement, and to own its properties and to carry on its
business as presently conducted and as proposed to be conducted. The Company is
duly qualified to do business as a foreign corporation in every jurisdiction in
which the failure to so qualify would have a material adverse effect upon the
Company.
3.2 Capitalization. The Company is authorized to issue 5,000,000,000
shares of common stock, $0.001 par value ("Common Stock"), of which
approximately 996,000,000 shares are issued and outstanding, 5,000,000 shares of
Series A Preferred Stock, $0.001 par value ("Series A Preferred Stock") of which
1,000 shares are issued and outstanding, 12,000 shares of Series B Preferred
Stock, $0.001 par value ("Series B Preferred Stock") of which none are issued
and outstanding, 10,000,000 shares of Series C Preferred Stock, $0.001 par value
("Series C Preferred Stock") of which none are issued and outstanding, 5,000,000
shares of Series D Preferred Stock, $0.001 par value ("Series D Preferred
Stock") of which none are issued and outstanding, and 479,988,000 shares of
undesignated preferred stock, $0.001 par value, of which none are issued and
outstanding. All outstanding shares of Common Stock and Series A Preferred Stock
are duly authorized, validly issued, are fully paid, nonassessable, and free of
any preemptive rights. There are no outstanding options, warrants, rights,
subscriptions, calls, contracts or other agreements to issue, purchase or
acquire, or securities convertible into, shares of capital stock or other
securities of any kind representing an ownership interest in the Company other
than the Series A Preferred Stock and the Shares, and no person is a party to
any proxy, voting trust or other agreement with respect to the voting of the
Company's Common Stock.
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3.3 Validity of Transactions. This Agreement, and each document
executed and delivered by the Company in connection with the transactions
contemplated by this Agreement, have been duly authorized, executed and
delivered by the Company and is each the valid and legally binding obligation of
the Company, enforceable in accordance with its terms, except as limited by
applicable bankruptcy, insolvency reorganization and moratorium laws and other
laws affecting enforcement of creditor's rights generally and by general
principles of equity.
3.4 Valid Issuance of Shares. The Shares that are being sold to the
Purchaser hereunder are duly and validly issued, fully paid and nonassessable
and free of restrictions on transfer, other than restrictions on transfer under
this Agreement and under applicable federal and state securities laws, and will
be free of all other liens and adverse claims.
3.5 No Violation. The execution, delivery and performance of this
Agreement will not violate any law or any order of any court or government
agency applicable to the Company, as the case may be, or the Articles of
Incorporation or Bylaws of the Company, and will not result in any breach of or
default under, or, except as expressly provided herein, result in the creation
of any encumbrance upon any of the assets of the Company pursuant to the terms
of any agreement or instrument by which the Company or any of its assets may be
bound. No approval of or filing with any governmental authority is required for
the Company to enter into, execute or perform this Agreement.
3.6 SEC Reports and Financial Statements.
3.6.1 The Company has delivered or made available to the
Purchaser accurate and complete copies (excluding copies of exhibits) of each
report, registration statement and definitive proxy statement filed by the
Company with the United States Securities and Exchange Commission ("SEC") since
January 1, 1999 (collectively, with all information incorporated by reference
therein or deemed to be incorporated by reference therein, the "SEC Reports").
All statements, reports, schedules, forms and other documents required to have
been filed by the Company with the SEC have been so filed on a timely basis,
except as indicated in such SEC Reports. As of the time it was filed with the
SEC (or, if amended or superseded by a filing prior to the date of this
Agreement, then on the date of such filing): (i) each of the SEC Reports
complied in all material respects with the applicable requirements of the
Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as
amended; and (ii) none of the SEC Reports contained any untrue statement of a
material fact or omitted to state a material fact required to be stated therein
or necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading.
3.6.2 Except for the pro forma financial statements, the
consolidated financial statements contained in the SEC Reports: (i) complied as
to form in all material respects with the published rules and regulations of the
SEC applicable thereto; (ii) were prepared in accordance with GAAP applied on a
consistent basis throughout the periods covered (except as may be indicated in
the notes to such financial statements and, in the case of unaudited statements,
as permitted by Form 10-QSB of the SEC, and except that unaudited financial
statements may not contain footnotes and are subject to normal and recurring
year-end audit adjustments which will not, individually or in the aggregate, be
material in amount); and (iii) fairly present, in all material respects, the
consolidated financial position of the Company and its consolidated subsidiaries
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as of the respective dates thereof and the consolidated results of operations of
the Company and its consolidated subsidiaries for the periods covered thereby.
All adjustments considered necessary for a fair presentation of the financial
statements have been included.
3.7 Subsidiaries. Except as set forth in the SEC Reports, the Company
does not own, directly or indirectly, any equity or debt securities of any
corporation, partnership, or other entity (a "Subsidiary").
3.8 Litigation. Except as set forth in the SEC Reports, there are no
suits or proceedings (including without limitation, proceedings by or before any
arbitrator, government commission, board, bureau or other administrative agency)
pending or, to the knowledge of the Company, threatened against or affecting the
Company or any of its subsidiaries which, if adversely determined, would have a
material adverse effect on the consolidated financial condition, results of
operations, prospects or business of the Company, and neither the Company nor
any of its subsidiaries are subject to or in default with respect to any order,
writ, injunction or decree of any federal, state, local or other governmental
department.
3.9 Taxes. Federal income tax returns and state and local income tax
returns for the Company and its subsidiaries have been filed as required by law;
all taxes as shown on such returns or on any assessment received subsequent to
the filing of such returns have been paid, and there are no pending assessments
or adjustments or any income tax payable for which reserves, which are
reasonably believed by the Company to be adequate for the payment of any
additional taxes that may come due, have not been established. All other taxes
imposed on the Company and its Subsidiaries have been paid and any reports or
returns due in connection herewith have been filed.
3.10 Securities Law Compliance. Assuming the accuracy of the
representations and warranties of the Purchaser set forth in Section 4 of this
Agreement, the offer, sale and delivery of the Shares will constitute an
exempted transaction under the Securities Act of 1933, as amended and now in
effect ("Securities Act"), and registration of the Shares under the Securities
Act is not required. The Company shall make such filings as may be necessary to
comply with the Federal securities laws and the blue sky laws of any state,
which filings will be made in a timely manner.
3.11 Liabilities. The Company maintains and will continue to
maintain a standard system of accounting established and administered in
accordance with generally accepted accounting principles.
3.12 Qualifications, Legal and Investment. All authorizations,
approvals, or permits, if any, of any governmental authority or regulatory body
of the United States including "blue sky" filings in any state that are required
in connection with the lawful sale of the Shares pursuant to this Agreement have
been or will be, on a timely basis, duly obtained and are effective. No stop
order or other order enjoining the sale of the Shares have been issued and no
proceedings for such purpose are pending or, to the knowledge of the Company,
threatened by the SEC, or any commissioner of corporations or similar officer of
any state having jurisdiction over this transaction. The sale of the Shares is
legally permitted by all laws and regulations to which the Purchaser and the
Company are subject.
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4. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER.
The Purchaser hereby represents, warrants, and covenants with the
Company as follows:
4.1 Legal Power. The Purchaser has the requisite power to enter into
this Agreement, to purchase the Shares hereunder, and to carry out and perform
its obligations under the terms of this Agreement.
4.2 Due Execution. This Agreement has been duly executed and delivered
by Purchaser, and, upon due execution and delivery by the Company, this
Agreement will be a valid and binding agreement of the Purchaser.
4.3 Receipt and Review of SEC Reports. The Purchaser represents that it
has received and reviewed the SEC Reports and has been given full and complete
access to the Company for the purpose of obtaining such information as the
Purchaser or its respective qualified representative have reasonably requested
in connection with the decision to acquire the Shares. The Purchaser represents
that it has been afforded the opportunity to ask questions of the officers of
the Company regarding its business prospects and the Shares, all as the
Purchaser or its qualified representative have found necessary to make an
informed investment decision to acquire the Shares.
4.4 Restricted Securities. The Purchaser has been advised that the
Shares have not been registered under the Securities Act or any other applicable
securities laws and that the Shares are being offered and sold pursuant to
Section 4(2) of the Securities Act, and that the Company's reliance upon Section
4(2) of the Securities Act is predicated in part on the Purchaser's
representations as contained herein.
4.4.1 The Purchaser acknowledges that the Shares have not been
registered under the Securities Act or the securities laws of any state and are
being offered, and will be sold, pursuant to applicable exemptions from such
registration for nonpublic offerings and will be sold as "restricted securities"
as defined by Rule 144 promulgated pursuant to the Securities Act. The Shares
may not be resold in the absence of an effective registration thereof under the
Securities Act and applicable state securities laws unless, in the opinion of
the Company's counsel, an applicable exemption from registration is available.
4.4.2 The Purchaser is acquiring the Shares for its own
account, for investment purposes only and not with a view to, or for sale in
connection with, a distribution, as that term is used in Section 2(11) of the
Securities Act, in a manner which would require registration under the
Securities Act or any state securities laws.
4.4.3 The Purchaser understands and acknowledges that the
Shares will bear the following legend:
THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF
ANY STATE. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT
BE SOLD OR TRANSFERRED FOR VALUE IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION THEREOF UNDER THE SECURITIES ACT OF 1933 AND/OR THE
SECURITIES ACT OF ANY STATE HAVING JURISDICTION OR AN OPINION OF
COUNSEL ACCEPTABLE TO THE CORPORATION THAT SUCH REGISTRATION IS NOT
REQUIRED UNDER SUCH ACT OR ACTS.
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4.4.4 The Purchaser acknowledges that an investment in the
Shares is not liquid and is transferable only under limited conditions. The
Purchaser acknowledges that such securities must be held indefinitely unless
they are subsequently registered under the Securities Act or an exemption from
such registration is available. The Purchaser is aware of the provisions of Rule
144 promulgated under the Securities Act, which permits limited resale of
securities purchased in a private placement subject to the satisfaction of
certain conditions and that such Rule is not now available and, in the future,
may not become available for resale of the Shares.
4.5 Purchaser Sophistication and Ability to Bear Risk of Loss. The
Purchaser acknowledges that it is able to protect its interests in connection
with the acquisition of the Shares and can bear the economic risk of investment
in such securities without producing a material adverse change in the
Purchaser's financial condition. The Purchaser otherwise has such knowledge and
experience in financial or business matters that it is capable of evaluating the
merits and risks of the investment in the Shares.
4.6 Purchases by Groups. The Purchaser represents, warrants, and
covenants that it is not acquiring the Shares as part of a group within the
meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended.
5. MISCELLANEOUS.
5.1 Director Position. Xxxx X. Xxxxx, as the sole director of the
Company, shall appoint Xxxxxxx X. Xxxxxxx to fill the current vacancy on the
board of directors.
5.2 Governing Law. This Agreement shall be governed by and construed
under the laws of the State of Nevada.
5.3 Successors and Assigns. Except as otherwise expressly provided
herein, the provisions hereof shall inure to the benefit of, and be binding
upon, the successors, assigns, heirs, executors, and administrators of the
parties hereto.
5.4 Entire Agreement. This Agreement and the Exhibits hereto and
thereto, and the other documents delivered pursuant hereto and thereto,
constitute the full and entire understanding and agreement among the parties
with regard to the subjects hereof and no party shall be liable or bound to any
other party in any manner by any representations, warranties, covenants, or
agreements except as specifically set forth herein or therein. Nothing in this
Agreement, express or implied, is intended to confer upon any party, other than
the parties hereto and their respective successors and assigns, any rights,
remedies, obligations, or liabilities under or by reason of this Agreement,
except as expressly provided herein.
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5.5 Severability. In case any provision of this Agreement shall be
invalid, illegal, or unenforceable, it shall to the extent practicable, be
modified so as to make it valid, legal and enforceable and to retain as nearly
as practicable the intent of the parties, and the validity, legality, and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.
5.6 Amendment and Waiver. Except as otherwise provided herein, any term
of this Agreement may be amended, and the observance of any term of this
Agreement may be waived (either generally or in a particular instance, either
retroactively or prospectively, and either for a specified period of time or
indefinitely), with the written consent of the Company and the Purchaser. Any
amendment or waiver effected in accordance with this Section shall be binding
upon each future holder of any security purchased under this Agreement
(including securities into which such securities have been converted) and the
Company.
5.7 Notices. All notices and other communications required or permitted
hereunder shall be in writing and shall be effective when delivered personally,
or sent by telex or telecopier (with receipt confirmed), provided that a copy is
mailed by registered mail, return receipt requested, or when received by the
addressee, if sent by Express Mail, Federal Express or other express delivery
service (receipt requested) in each case to the appropriate address set forth
below:
If to the Purchaser: Xxxxxxx X. Xxxxxxx
0000 Xxxxxx Xxxxxx, Xxxxx 000
Xxx Xxxxx, XX 00000
If to the Company: Axia Group, Inc.
0000 Xxxxx Xxxxxxxx Xxxxxx
Xx Xxxxx, XX 00000
5.8 Faxes and Counterparts. This Agreement may be executed in one or
more counterparts. Delivery of an executed counterpart of the Agreement or any
exhibit attached hereto by facsimile transmission shall be equally as effective
as delivery of an executed hard copy of the same. Any party delivering an
executed counterpart of this Agreement or any exhibit attached hereto by
facsimile transmission shall also deliver an executed hard copy of the same, but
the failure by such party to deliver such executed hard copy shall not affect
the validity, enforceability or binding nature effect of this Agreement or such
exhibit.
5.9 Titles and Subtitles. The titles of the paragraphs and
subparagraphs of this Agreement are for convenience of reference only and are
not to be considered in construing this Agreement.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first set forth above.
COMPANY: AXIA GROUP, INC.
/s/ Xxxx Xxxxx
--------------------------
By: Xxxx Xxxxx
Title: President
PURCHASER: XXXXXXX X. XXXXXXX
/s/ Xxxxxxx X. Xxxxxxx
--------------------------
(Signature Page to Stock Purchase Agreement)
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Exhibit A
Note
