AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER (the "Plan") is made this 15th
day of January, 2002, by and between Global Acquisition, Inc., a Colorado
corporation ("Global Acquisition"); a wholly-owned subsidiary corporation to
be formed by Global Acquisition under the laws of the State of Nevada to be
named "Global Acquisition Subsidiary, Inc." ("Global Acquisition Subsidiary");
Oak Ridge Micro-Energy, Inc., a Nevada corporation ("Oak Ridge"); and the
person listed in Exhibit A hereof, who is the sole owner of record of all of
the outstanding securities of Oak Ridge (the "Oak Ridge Stockholder");
W I T N E S S E T H :
WHEREAS, the respective Boards of Directors of Global Acquisition
and Oak Ridge have adopted certain resolutions whereby Global Acquisition
Subsidiary and Oak Ridge will merge in a "forward triangular merger" pursuant
to the provisions of Sections 368(a)(1) and 368(a)(2)(D) of the United States
Internal Revenue Code of 1986, as amended, and the applicable provisions of
the Nevada Revised Statutes, and whereby the Oak Ridge Stockholder will
receive shares of common stock of Global Acquisition under the Plan in
consideration of such merger; and
WHEREAS, Oak Ridge shall be the surviving corporation ("Surviving
Corporation") under the merger, as contemplated by this Plan;
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements contained herein, the Plan and the terms and
conditions hereof and the mode of carrying the same into effect, together with
any provisions required or permitted to be set forth therein, are hereby
determined and agreed upon as required by the laws of the State of Nevada as
follows, to-wit:
Section 1
Plan of Merger
1.1 Merger and Surviving Corporation. Global Acquisition
Subsidiary will merge with and into Oak Ridge, with Oak Ridge being the
Surviving Corporation; and the separate existence of Global Acquisition
Subsidiary shall cease. Until amended, modified or otherwise altered, the
Articles of Incorporation of Oak Ridge shall continue to be the Articles of
Incorporation of the Surviving Corporation; and the Bylaws of Oak Ridge shall
continue to be the Bylaws of the Surviving Corporation.
1.2 Share Conversion and Cancellation. Each share of issued and
outstanding common stock of Oak Ridge (the "Oak Ridge Shares") shall, upon the
effective date of the Plan, be converted into and exchange with Global
Acquisition for 23,049,018 shares of common stock of Global Acquisition,
amounting to 23,049,018 shares in the aggregate as outlined in Exhibit A, or
approximately 29% of the post-Plan outstanding securities of Global
Acquisition, taking into account the cancellation of 22,750,000 shares of
common stock of Global Acquisition as outlined in Section 1.13; and all
qualifying shares of Global Acquisition Subsidiary issued to Global
Acquisition on formation shall be canceled. All shares of common stock of
Global Acquisition issued in exchange for the Oak Ridge Shares shall be
"restricted securities" that are not freely publicly tradeable except in
accordance with the applicable provisions of the Securities Act of 1933, as
amended (the "Securities Act"), and/or the general rules and regulations of
the Securities and Exchange Commission promulgated thereunder.
1.3 Survivor's Succession to Corporate Rights. The Surviving
Corporation shall thereupon and thereafter possess all the rights, privileges,
powers and franchises as well of a public as of a private nature, and be
subject to all of the restrictions, disabilities and duties of Global
Acquisition Subsidiary; and all and singular, the rights, privileges, powers
and franchises of Global Acquisition Subsidiary, and all property, real,
personal and mixed, and all debts due to Global Acquisition Subsidiary on
whatever account, as well for stock subscriptions as all other things in
action or belonging to Global Acquisition Subsidiary shall be vested in the
Surviving Corporation; and all property, rights, privileges, powers and
franchises, and all and every other interest shall be thereafter as
effectually the property of the Surviving Corporation as they were of Global
Acquisition Subsidiary, and the title to any real estate vested by deed or
otherwise in Global Acquisition Subsidiary shall not revert or be in any way
impaired by reason of the Plan; but all rights of creditors and all liens upon
any property of Global Acquisition Subsidiary shall be preserved unimpaired,
and all debts, liabilities and duties of Global Acquisition Subsidiary shall
thenceforth attach to the Surviving Corporation and may be enforced against it
to the same extent as if said debts, liabilities and duties had been incurred
or contracted by it.
1.4 Survivor's Succession to Corporate Acts, Plans, Contracts,
etc. All corporate acts, plans, policies, contracts, approvals and
authorizations of Global Acquisition Subsidiary and its stockholders, its
Board of Directors, committees elected or appointed by the Board of Directors,
officers and agents, which were valid and effective immediately prior to the
effective time of the Plan, shall be taken for all purposes as the acts,
plans, policies, contracts, approvals and authorizations of the Surviving
Corporation and shall be as effective and binding thereon as the same were
with respect to Global Acquisition Subsidiary. The employees of Global
Acquisition Subsidiary shall become the employees of the Surviving Corporation
and continue to be entitled to the same rights and benefits which they enjoyed
as employees of Global Acquisition Subsidiary.
1.5 Survivor's Rights to Assets, Liabilities, Reserves, etc.
The assets, liabilities, reserves and accounts of Global Acquisition
Subsidiary shall be recorded on the books of the Surviving Corporation at the
amounts at which they, respectively, shall then be carried on the books of
Global Acquisition Subsidiary, subject to such adjustments or eliminations of
inter-company items as may be appropriate in giving effect to the Plan.
1.6 Directors and Executive Officers Global Acquisition and of
the Surviving Corporation and Designation of New Directors and Executive
Officers. On Closing, the Boards of Directors and the executive officers of
Global Acquisition and the Surviving Corporation shall each be re-aligned and
re-designated and elected as follows: Xxxx X. Xxxxx, Director, CEO and Chief
Technical Officer, and Xxxx Xxxxxxxxxx, Director, President and Secretary;
with each director and/or executive officer to serve until the next respective
annual meetings of the stockholders and Boards of Directors of Global
Acquisition and the Surviving Corporation, and until their respective
successors shall be elected and qualified or until their respective prior
resignations or terminations. Not less than one member of the Board of
Directors of Global Acquisition shall serve on the Board of Directors of the
Surviving Corporation at all times.
1.7 Principal Office. The principal executive office of the
Surviving Corporation shall be located at 00 Xxxxxxx Xxxxx Xxxx., Xxx Xxxxx,
Xxxxxxxxx 00000. The Surviving Corporation shall also maintain a registered
office in the State of Nevada at 000 Xxxx Xxxx Xxxxxx, Xxxx X. Xxxxxx Xxxx,
Xxxxxx 00000.
1.8 Adoption. The Plan shall be adopted by the Board of
Directors of Global Acquisition as the sole stockholder of Global Acquisition
Subsidiary, and by the Oak Ridge Board of Directors and the Oak Ridge
Stockholder.
1.9 Dissenters' Rights and Notification. As the Plan requires
the affirmative vote of all of the outstanding voting securities of Global
Acquisition Subsidiary and Oak Ridge, and the Nevada Revised Statutes do not
require a vote of Global Acquisition stockholders, dissenters' rights are not
applicable under the Plan;
1.10 Delivery of Certificates by the Oak Ridge Stockholder. The
transfer of the Oak Ridge Shares by the Oak Ridge Stockholder shall be
effected by the delivery to Global Acquisition or its transfer agent of
certificates representing the Oak Ridge Shares endorsed in blank or
accompanied by stock powers executed in blank, with all signatures witnessed
or guaranteed to the satisfaction of Global Acquisition and the Global
Acquisition Subsidiary and with any necessary transfer taxes and other revenue
stamps affixed (which are usually not applicable) and acquired at the expense
of the Oak Ridge Stockholder, and on receipt thereof to the satisfaction of
Global Acquisition, a stock certificate representing shares in Global
Acquisition as outlined in Exhibit A shall be issued and delivered to the Oak
Ridge Stockholder; as a condition to the exchange of the Oak Ridge Shares,
Global Acquisition and the Surviving Corporation shall require the Oak Ridge
Stockholder to execute and deliver and Investment Letter as outlined in
Section 4.12 hereof, acknowledging, among other things, that the shares of
Global Acquisition to be received in exchange for the Oak Ridge Shares are
"unregistered" and "restricted" securities which have not been registered with
the Securities and Exchange Commission or any state regulatory agency, and
which must be so registered prior to public sale by the Oak Ridge Stockholder,
unless an exemption from such registration is available for any such sale.
1.11 Further Assurances. At the Closing and from time to time
thereafter, the parties shall execute such additional instruments and take
such other action as may be reasonably required or necessary to carry out the
terms and provisions hereof.
1.12 Effective Date. The Effective Date of the Plan shall be the
date when the Articles of Merger are filed and accepted by the Secretary of
State of the State of Nevada and at such time as all applicable provisions of
the Nevada Revised Statutes have been met.
1.13 Conditions Precedent to the Closing of the Plan. The
completion of the following to the satisfaction of Oak Ridge and the Oak Ridge
Stockholder are conditions precedent to the Closing of the Plan: (i) the
cancellation by Xxxx Xxxxxxxxxx, the President and sole member of the Board of
Directors of Global Acquisition, of 22,750,000 shares of common stock of
Global Acquisition that are presently owed by him; (ii) Xx. Xxxxxxxxxx'x
compromise and settlement of all sums due and owing by Global Acquisition to
him of any nature whatsoever, amounting to $45,780 at September 30, 2001;
(iii) Xx. Xxxxxxxxxx'x assumption and indemnification of Global Acquisition
against the remaining pre-Plan outstanding liabilities of Global Acquisition,
amounting to $4,915 at September 30, 2001; (iv) the indemnification by Global
Acquisition of the Oak Ridge Stockholder against any claims of Xxxxxxx X. Xxxx
and/or MicroBattery, Inc. that are in any way related to the UT-Battelle LLC
"thin film battery" technology; and (v) the granting by Xx. Xxxxxxxxxx to the
Oak Ridge Stockholder of an Irrevocable Proxy to vote the shares of common
stock owned by Xx. Xxxxxxxxxx in Global Acquisition on all matters that relate
to the technical development of any products covered by the UT-Battelle Option
that was granted to Oak Ridge so long as Xx. Xxxxxxxxxx'x ownership in any
such shares continues and while the Oak Ridge Stockholder is associated with
Global Acquisition in any manner other than as a stockholder only.
1.14 Conditions Subsequent to the Closing of the Plan. Within 45
days of the Closing, Global Acquisition shall change its domicile from the
State of Colorado to the State of Nevada by merging with and into Oak Ridge
with Oak Ridge being the surviving corporation in such merger, and the
surviving corporation's name in this subsequent merger shall remain as "Oak
Ridge Micro-Energy, Inc."
Section 2
Closing
The Closing contemplated by Section 1.1 shall be held at the
principal executive offices of Xxxxxxx X. Xxxxxxxxxx, Esq., Suite 205, 455
East 000 Xxxxx Xxxxxx, Xxxx Xxxx Xxxx, Xxxx 00000, not later than ten days
following the date of this Plan, unless another place or time is agreed upon
in writing by the parties. The Closing may be accomplished by wire, express
mail or other courier service, conference telephone communications or as
otherwise agreed by the respective parties or their duly authorized
representatives.
Section 3
Representations and Warranties of Global Acquisition and Global Acquisition
Subsidiary
Global Acquisition and Global Acquisition Subsidiary represent and
warrant to, and covenant with, the Oak Ridge Stockholder and Oak Ridge as
follows:
3.1 Corporate Status. Global Acquisition is a corporation duly
organized, validly existing and in good standing under the laws of the State
of Colorado and is licensed or qualified as a foreign corporation in all
states in which the nature of its business or the character or ownership of
its properties makes such licensing or qualification necessary. Global
Acquisition is a publicly-held company, having previously and lawfully offered
and sold a portion of its securities in accordance with applicable United
States federal and state securities laws, rules and regulations; and Global
Acquisition is not in violation of any such securities laws, rules or
regulations. Global Acquisition's common stock is quoted on the OTC Bulletin
Board of the National Association of Securities Dealers, Inc. (the "NASD")
under the symbol "GBAQ," though there is no "established trading market" for
these securities.
Global Acquisition Subsidiary will be organized under the laws of
the State of Nevada immediately following the execution and delivery of this
Plan, by the filing of the Articles of Incorporation attached hereto as
Exhibit B.
3.2 Capitalization. The authorized capital stock of Global
Acquisition consists of 100,000,000 shares of common voting stock, having a
par value of $0.001 per share, of which 78,580,060 shares are issued and
outstanding, all fully paid and non-assessable. Except as may be provided
herein, there are no outstanding options, warrants or calls pursuant to which
any person has the right to purchase any authorized and unissued capital stock
of Global Acquisition.
The capitalization of Global Acquisition Subsidiary shall be as
set forth in Exhibit B, and except as provided in this Plan, there are no
outstanding options, warrants or calls pursuant to which any person has the
right to purchase any authorized and unissued capital stock of Global
Acquisition Subsidiary.
3.3 Financial Statements. The audited financial statements of
Global Acquisition furnished to the Oak Ridge Stockholder and Oak Ridge,
consisting of audited financial statements for the years ended December 31,
2000 and 1999, and unaudited financial statements for the period ended
September 30, 2001, attached hereto as Exhibits C and C-1 and incorporated
herein by reference, are correct and fairly present the financial condition of
Global Acquisition at such dates and for the periods involved; such statements
were prepared in accordance with generally accepted accounting principles
consistently applied, and no material change has occurred in the matters
disclosed therein, except as indicated in Exhibit D, which is attached hereto
and incorporated herein by reference. Such financial statements do not
contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements therein not misleading.
3.4 Undisclosed Liabilities. Global Acquisition has no
liabilities of any nature except to the extent reflected or reserved against
in its balance sheets, whether accrued, absolute, contingent or otherwise,
including, without limitation, tax liabilities and interest due or to become
due, except as set forth in Exhibit D.
3.5 Interim Changes. Since the date of its balance sheets,
except as set forth in Exhibit D, there have been no (1) changes in financial
condition, assets, liabilities or business of Global Acquisition which, in the
aggregate, have been materially adverse; (2) damages, destruction or losses of
or to property of Global Acquisition, payments of any dividend or other
distribution in respect of any class of stock of Global Acquisition, or any
direct or indirect redemption, purchase or other acquisition of any class of
any such stock; or (3) increases paid or agreed to in the compensation,
retirement benefits or other commitments to employees.
3.6 Title to Property. Global Acquisition has good and
marketable title to all properties and assets, real and personal, reflected in
its balance sheets, and the properties and assets of Global Acquisition are
subject to no mortgage, pledge, lien or encumbrance, except for liens shown
therein or in Exhibit D, with respect to which no default exists.
3.7 Litigation. There is no litigation or proceeding pending,
or to the knowledge of Global Acquisition, threatened, against or relating to
Global Acquisition, its properties or business, except as set forth in Exhibit
D. Further, no officer, director or person who may be deemed to be an
affiliate of Global Acquisition is party to any material legal proceeding
which could have an adverse effect on the Company (financial or otherwise),
and none is party to any action or proceeding wherein any has an interest
adverse to Global Acquisition.
3.8 Books and Records. From the date of this Plan to the
Closing, Global Acquisition will (1) give to the Oak Ridge Stockholder and Oak
Ridge or their respective representatives full access during normal business
hours to all of its offices, books, records, contracts and other corporate
documents and properties so that the Oak Ridge Stockholder and Oak Ridge or
their respective representatives may inspect and audit them; and (2) furnish
such information concerning the properties and affairs of Global Acquisition
as the Oak Ridge Stockholder and Oak Ridge or their respective representatives
may reasonably request.
3.9 Tax Returns. Global Acquisition has filed all federal and
state income or franchise tax returns required to be filed or has received
currently effective extensions of the required filing dates.
3.10 Confidentiality. Until the Closing (and thereafter if there
is no Closing), Global Acquisition and its representatives will keep
confidential any information which they obtain from the Oak Ridge Stockholder
or from Oak Ridge concerning the properties, assets and business of Oak Ridge.
If the transactions contemplated by this Plan are not consummated by January
31, 2002, Global Acquisition will return to Oak Ridge all written matter with
respect to Oak Ridge obtained by Global Acquisition in connection with the
negotiation or consummation of this Plan.
3.11 Corporate Authority. Global Acquisition and Global
Acquisition Subsidiary have full corporate power and authority to enter into
this Plan and to carry out their respective obligations hereunder and will
deliver to the Oak Ridge Stockholder and Oak Ridge or their respective
representatives at the Closing certified copies of resolutions of their Board
of Directors authorizing execution of this Plan by their officers and
performance thereunder.
3.12 Due Authorization. The execution of this Plan and
performance by Global Acquisition and Global Acquisition Subsidiary hereunder
have been duly authorized by all requisite corporate action on the part of
Global Acquisition and Global Acquisition Subsidiary, and this Plan
constitutes a valid and binding obligation of Global Acquisition and Global
Acquisition Subsidiary and performance hereunder will not violate any
provision of the Articles of Incorporation, Bylaws, agreements, mortgages or
other commitments of Global Acquisition or Global Acquisition Subsidiary.
3.13 Environmental Matters. Global Acquisition has no knowledge
of any assertion by any governmental agency or other regulatory authority of
any environmental lien or action, or of any cause for any such lien or action.
In addition, to the best knowledge of Global Acquisition, there are no
substances or conditions which may support a claim or cause of action against
Global Acquisition or any of Global Acquisition's current or former officers,
directors, agents or employees, whether by a governmental agency or body,
private party or individual, under any Hazardous Materials Regulations.
"Hazardous Materials" means any oil or petrochemical products, PCB's,
asbestos, urea formaldehyde, flammable explosives, radioactive materials,
solid or hazardous wastes, chemicals, toxic substances or related materials,
including, without limitation, any substances defined as or included in the
definition of "hazardous substances," "hazardous wastes," "hazardous
materials" or "toxic substances" under any applicable federal or state laws or
regulations. "Hazardous Materials Regulations" means any regulations
governing the use, generation, handling, storage, treatment, disposal or
release of hazardous materials, including, without limitation, the
Comprehensive Environmental Response, Compensation and Liability Act, the
Resource Conservation and Recovery Act and the Federal Water Pollution Control
Act.
3.14 Access to Information Regarding Oak Ridge. Global
Acquisition and Global Acquisition Subsidiary acknowledge that they have been
delivered copies of what has been represented to be documentation containing
all material information respecting Oak Ridge and its present and contemplated
business operations, potential acquisitions, management and other factors;
that they have had a reasonable opportunity to review such documentation and
discuss it, to the extent desired, with their legal counsel, directors and
executive officers; that they have had, to the extent desired, the opportunity
to ask questions of and receive responses from the directors and executive
officers of Oak Ridge, and with the legal and accounting firms of Oak Ridge,
with respect to such documentation; and that to the extent requested, all
questions raised have been answered to their complete satisfaction.
Section 4
Representations, Warranties and Covenants of Oak Ridge and the Oak Ridge
Stockholder
Oak Ridge and the Oak Ridge Stockholder represent and warrant to,
and covenant with, Global Acquisition and Global Acquisition Subsidiary as
follows:
4.1 Oak Ridge Shares. The Oak Ridge Stockholder is the record
and beneficial owner of the Oak Ridge Shares, free and clear of adverse claims
of third parties; and Exhibit A correctly sets forth the name, address and
number of Oak Ridge Shares owned by the Oak Ridge Stockholder.
4.2 Corporate Status. Oak Ridge is a corporation duly
organized, validly existing and in good standing under the laws of the State
of Nevada and is licensed or qualified as a foreign corporation in all states
in which the nature of its business or the character or ownership of its
properties makes such licensing or qualification necessary.
4.3 Capitalization. The authorized capital stock of Oak Ridge
consists of 50,000,000 shares of common voting stock with a par value of
$0.001 per share, 1,000 of which are issued and outstanding, all fully paid
and non-assessable. Except as may be provided herein, there are no
outstanding options, warrants or calls pursuant to which any person has the
right to purchase any authorized and unissued capital stock of Oak Ridge.
4.4 Financial Statements. The unaudited financial statements of
Oak Ridge furnished to Global Acquisition, consisting of a balance sheet for
the period ended December 31, 2001, attached hereto as Exhibit E and
incorporated herein by reference, are correct and fairly present the financial
condition of Oak Ridge at such date and for the period involved; such
statements were prepared in accordance with generally accepted accounting
principles consistently applied, and no material change has occurred in the
matters disclosed therein, except as indicated in Exhibit F, which is attached
hereto and incorporated herein by reference. Such financial statements do not
contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements therein not misleading.
4.5 Undisclosed Liabilities. Oak Ridge has no material
liabilities of any nature except to the extent reflected or reserved against
in the balance sheet, whether accrued, absolute, contingent or otherwise,
including, without limitation, tax liabilities and interest due or to become
due, except as set forth in Exhibit F.
4.6 Interim Changes. Since the date of its balance sheet,
except as set forth in Exhibit F, there have been no (1) changes in the
financial condition, assets, liabilities or business of Oak Ridge which, in
the aggregate, have been materially adverse; (2) damages, destruction or loss
of or to the property of Oak Ridge, payment of any dividend or other
distribution in respect of the capital stock of Oak Ridge, or any direct or
indirect redemption, purchase or other acquisition of any such stock; or (3)
increases paid or agreed to in the compensation, retirement benefits or other
commitments to employees.
4.7 Title to Property. Oak Ridge has good and marketable title
to all properties and assets, real and personal, proprietary or otherwise,
reflected in its balance sheet, and the properties and assets of Oak Ridge are
subject to no mortgage, pledge, lien or encumbrance, except for liens shown
therein or in Exhibit F, with respect to which no default exists.
4.8 Litigation. There is no litigation or proceeding pending,
or to the knowledge of Oak Ridge, threatened, against or relating to Oak
Ridge, its properties or business, except as set forth in Exhibit F. Further,
no officer, director or person who may be deemed to be an affiliate of Oak
Ridge is party to any material legal proceeding which could have an adverse
effect on Oak Ridge (financial or otherwise), and none is party to any action
or proceeding wherein any has an interest adverse to Oak Ridge.
4.9 Books and Records. From the date of this Plan to the
Closing, the Oak Ridge Stockholder will cause Oak Ridge to (1) give to Global
Acquisition and its representatives full access during normal business hours
to all of its offices, books, records, contracts and other corporate documents
and properties so that Global Acquisition may inspect and audit them; and (2)
furnish such information concerning the properties and affairs of Oak Ridge as
Global Acquisition may reasonably request.
4.10 Tax Returns. Oak Ridge has filed all federal and state
income or franchise tax returns required to be filed or has received currently
effective extensions of the required filing dates.
4.11 Confidentiality. Until the Closing (and continuously if
there is no Closing), the Oak Ridge Stockholder and Oak Ridge and their
respective representatives will keep confidential any information which they
obtain from Global Acquisition concerning its properties, assets and business.
If the transactions contemplated by this Plan are not consummated by January
31, 2002, the Oak Ridge Stockholder and Oak Ridge will return to Global
Acquisition all written matter with respect to Global Acquisition obtained by
them in connection with the negotiation or consummation of this Plan.
4.12 Investment Intent. The Oak Ridge Stockholder is acquiring
the shares to be delivered to him under this Plan for investment and not with
a view to the sale or distribution thereof, and the Oak Ridge Stockholder has
no commitment or present intention to dispose of the Global Acquisition common
stock being received under the Plan. The Oak Ridge Stockholder shall execute
and deliver to Global Acquisition, as a condition to the Closing, an
Investment Letter attached hereto as Exhibit G and incorporated herein by
reference, acknowledging the "unregistered" and "restricted" nature of the
securities of Global Acquisition being received under the Plan in exchange for
the Oak Ridge Shares, and receipt of certain material information regarding
Global Acquisition, including, but not limited to the reports of Global
Acquisition filed with the Securities and Exchange Commission during the past
twelve months and a copy of this Plan and all exhibits hereto.
4.13 Corporate Authority. Oak Ridge has full corporate power and
authority to enter into this Plan and to carry out its obligations hereunder
and will deliver to Global Acquisition or its representatives at the Closing a
certified copy of resolutions of its Board of Directors authorizing execution
of this Plan by its officers and performance thereunder.
4.14 Due Authorization. The execution of this Plan and
performance by Oak Ridge hereunder have been duly authorized by all requisite
corporate action on the part of Oak Ridge, and this Plan constitutes a valid
and binding obligation of Oak Ridge and performance hereunder will not violate
any provision of the Articles of Incorporation, Bylaws, agreements, mortgages
or other commitments of Oak Ridge.
4.15 Environmental Matters. Oak Ridge has no knowledge of any
assertion by any governmental agency or other regulatory authority of any
environmental lien or action, or of any cause for any such lien or action. In
addition, to the best knowledge of Oak Ridge, there are no substances or
conditions which may support a claim or cause of action against Oak Ridge or
any of Oak Ridge' current or former officers, directors, agents or employees,
whether by a governmental agency or body, private party or individual, under
any Hazardous Materials Regulations. "Hazardous Materials" means any oil or
petrochemical products, PCB's, asbestos, urea formaldehyde, flammable
explosives, radioactive materials, solid or hazardous wastes, chemicals, toxic
substances or related materials, including, without limitation, any substances
defined as or included in the definition of "hazardous substances," "hazardous
wastes," "hazardous materials" or "toxic substances" under any applicable
federal or state laws or regulations. "Hazardous Materials Regulations" means
any regulations governing the use, generation, handling, storage, treatment,
disposal or release of hazardous materials, including, without limitation, the
Comprehensive Environmental Response, Compensation and Liability Act, the
Resource Conservation and Recovery Act and the Federal Water Pollution Control
Act.
4.16 Access to Information Regarding Global Acquisition. The Oak
Ridge Stockholder and Oak Ridge acknowledge that they have been delivered
copies of what has been represented to be documentation containing all
material information respecting Global Acquisition and its present and
contemplated business operations, management and other factors, all in the
form of annual and quarterly reports filed by Global Acquisition with the
Securities and Exchange Commission; that they have had a reasonable
opportunity to review such documentation and discuss it, to the extent
desired, with their legal counsel, directors and executive officers; that they
have had, to the extent desired, the opportunity to ask questions of and
receive responses from the directors and executive officers of Global
Acquisition, and with the legal and accounting firms of Global Acquisition,
with respect to such documentation; and that to the extent requested, all
questions raised have been answered to their complete satisfaction.
Section 5
Conduct of Oak Ridge Pending the Closing
Except as otherwise provided herein, Oak Ridge and the Oak Ridge
Stockholder agree that Oak Ridge will conduct itself in the following manner
pending the Closing:
5.1 Certificate of Incorporation and Bylaws. No change will be
made in the Certificate of Incorporation or Bylaws of Oak Ridge.
5.2 Capitalization, etc. Oak Ridge will not make any change in
its authorized or issued shares of any class, declare or pay any dividend or
other distribution, or issue, encumber, purchase or otherwise acquire any of
its shares of any class.
5.3 Conduct of Business. Oak Ridge will use its best efforts to
maintain and preserve its business organization, employee relationships and
good will intact, and will not, without the written consent of Global
Acquisition, enter into any material commitments except in the ordinary course
of business.
Section 6
Conduct of Global Acquisition Pending the Closing
Except as otherwise provided herein, Global Acquisition and the
Global Acquisition Subsidiary agree that Global Acquisition will conduct
itself in the following manner pending the Closing:
6.1 Certificate of Incorporation and Bylaws. No change will be
made in the Certificate of Incorporation or Bylaws of Global Acquisition.
6.2 Capitalization, etc. Global Acquisition will not make any
change in its authorized or issued shares, declare or pay any dividend or
other distribution, or issue, encumber, purchase or otherwise acquire any of
its shares of any class.
6.3 Conduct of Business. Global Acquisition will use its best
efforts to maintain and preserve its business organization, employee
relationships and good will intact, and will not, without the written consent
of Oak Ridge, enter into any material commitments except in the ordinary
course of business.
Section 7
Conditions Precedent to Obligations of the Oak Ridge Stockholder and Oak Ridge
All obligations of the Oak Ridge Stockholder and Oak Ridge under
this Plan are subject, at their option, to the fulfillment, before or at the
Closing, of each of the following conditions:
7.1 Representations and Warranties True at Closing. The
representations and warranties of Global Acquisition and the Global
Acquisition Subsidiary contained in this Plan shall be deemed to have been
made again at and as of the Closing and shall then be true in all material
respects and shall survive the Closing.
7.2 Due Performance. Global Acquisition and Global Acquisition
Subsidiary shall have performed and complied with all the terms and conditions
required by this Plan to be performed or complied with by them before the
Closing.
7.3 Officers' Certificate. Oak Ridge and the Oak Ridge
Stockholder shall have been furnished with a certificate signed by the
President and Secretary of Global Acquisition, attached hereto as Exhibit H
and incorporated herein by reference, dated as of the Closing, certifying (1)
to the effects set out in Sections 6.1 and 6.2; and (2) that since the date of
the financial statements (Exhibits C and C-1 hereto), there has been no
material adverse change in the financial condition, business or properties of
Global Acquisition, taken as a whole.
7.4 Opinion of Counsel of Global Acquisition. The Oak Ridge
Stockholder and Oak Ridge shall have received an opinion of counsel for Global
Acquisition, dated as of the Closing, to the effect that (1) the
representations of Sections 3.1, 3.2 and 3.12 are correct; (2) except as
specified in the opinion, counsel knows of no inaccuracy in the
representations in 3.5, 3.6 or 3.7; and (3) the shares of Global Acquisition
to be issued to the Oak Ridge Stockholder under this Plan will, when so
issued, be validly issued, fully paid and non-assessable.
7.5 Satisfaction of Conditions Precedent to Closing. The
conditions that are precedent to the Closing of the Plan that are outlined in
Section 1.13 shall have been satisfied to the satisfaction of Oak Ridge and
the Oak Ridge Stockholder.
Section 8
Conditions Precedent to Obligations of Global Acquisition
All obligations of Global Acquisition and the Global Acquisition
Subsidiary under this Plan are subject, at their option, to the fulfillment,
before or at the Closing, of each of the following conditions:
8.1 Representations and Warranties True at Closing. The
representations and warranties of Oak Ridge and the Oak Ridge Stockholder
contained in this Plan shall be deemed to have been made again at and as of
the Closing and shall then be true in all material respects and shall survive
the Closing.
8.2 Due Performance. The Oak Ridge Stockholder and Oak Ridge
shall have performed and complied with all the terms and conditions required
by this Plan to be performed or complied with by them before the Closing.
8.3 Officers' and Stockholders' Certificate. Global Acquisition
shall have been furnished with a certificate signed by the President and
Secretary of Oak Ridge and the Oak Ridge Stockholder, attached hereto as
Exhibit I and incorporated herein by reference, dated as of the Closing,
certifying (1) to the effects set out in Sections 5.1 and 5.2; and (2) that
since the date of the financial statements (Exhibit E), there has been no
material adverse change in the financial condition, business or properties of
Oak Ridge taken as a whole.
8.4 Books and Records. The Oak Ridge Stockholder or the Board
of Directors of Oak Ridge shall have caused Oak Ridge to make available all
books and records of Oak Ridge, including minute books and stock transfer
records; provided, however, only to the extent requested in writing by Global
Acquisition at Closing.
8.5 Acceptance by Sole Stockholder of Oak Ridge. The terms of
this Plan shall have been approved by the sole Oak Ridge Stockholder as
evidenced by his signature on Exhibit G and this Plan.
Section 9
Termination
Prior to Closing, this Plan may be terminated (1) by mutual
consent in writing; (2) by either the Directors of Global Acquisition or the
Oak Ridge Stockholder and Oak Ridge if there has been a material
misrepresentation or material breach of any warranty or covenant by the other
party; or (3) by either the Directors of Global Acquisition or the Oak Ridge
Stockholder and Oak Ridge if the Closing shall not have taken place, unless
adjourned to a later date by mutual consent in writing, by the date fixed in
Section 2.
Section 10
Survival and Indemnity
10.1 Survival of Representations, Warranties, Covenants and
Agreements. The representations, warranties, covenants and agreements
contained herein shall survive the Closing without regard to any action taken
pursuant to this Plan, including without limitation, any investigation made by
the party asserting any breach thereof, and shall continue in full force and
effect for three years after the Closing.
10.2 Indemnity from Global Acquisition and Global Acquisition
Subsidiary. Global Acquisition and Global Acquisition Subsidiary agree to
indemnify and hold Oak Ridge and the Oak Ridge Stockholder harmless against
and in respect of:
(a) Any damage, liability, deficiency, loss, cost, expense or
claim arising out of or resulting from (i) any defect in
title, (ii) any misrepresentation or omission by Global
Acquisition or Global Acquisition Subsidiary herein or in
any exhibit hereto, (iii) any materially misleading
information furnished by Global Acquisition or the Global
Acquisition Subsidiary herein or in any exhibit hereto, (iv)
any breach by Global Acquisition or Global Acquisition
Subsidiary of any representation, warranty or covenant
herein or in any exhibit hereto, or (v) any debt or other
obligation of Global Acquisition or Global Acquisition
Subsidiary existing at or prior to the Closing or arising
thereafter in connection with events occurring prior to the
Closing (to the extent only that such debt or obligation is
attributable to such events prior to the Closing); and
(b) All reasonable costs and expenses (including reasonable
attorneys' fees) incurred by Oak Ridge or the Oak Ridge
Stockholder in connection with any action, suit, proceeding,
demand, assessment or judgment incident to any of the
matters indemnified against in this Section 10.2.
10.3 Indemnity from Oak Ridge and Oak Ridge Stockholder. Oak
Ridge the Oak Ridge Stockholder agree to indemnify and hold Global Acquisition
and Global Acquisition Subsidiary harmless from and against and in respect of:
(a) Any damage, liability, deficiency, loss, cost, expense or
claim arising out of or resulting from (i) the breach of any
representation, warranty or covenant by Oak Ridge or the Oak
Ridge Stockholder herein or in any exhibit hereto (ii) any
misrepresentation or omission by Oak Ridge or the Oak Ridge
Stockholder herein or in any exhibit hereto or (iii) any
materially misleading information furnished by Oak Ridge or
the Oak Ridge Stockholder herein or in any exhibit hereto;
and
(b) All reasonable costs and expenses (including reasonable
attorneys' fees) incurred by Global Acquisition and Global
Acquisition Subsidiary in connection with any action, suit,
proceeding, demand, assessment, or judgment incident to any
of the matters indemnified against in this Section 10.3.
10.4 Not Exclusive Remedy. Any right of indemnity of any party
pursuant to this Section 10 shall be in addition to and shall not operate as a
limitation on any other right to indemnity of such party pursuant to this
Plan, any other document or instrument executed in connection with the
consummation of the transaction contemplated hereby, or otherwise.
Section 11
General Provisions
11.1 Further Assurances. At any time, and from time to time,
after the Closing, each party will execute such additional instruments and
take such action as may be reasonably requested by the other party to confirm
or perfect title to any property transferred hereunder or otherwise to carry
out the intent and purposes of this Plan.
11.2 Waiver. Any failure on the part of any party hereto to
comply with any of their respective obligations, agreements or conditions
hereunder may be waived in writing by the party to whom such compliance is
owed.
11.3 Brokers. Except as otherwise shown in Exhibit J, each party
represents to the other parties hereunder that no broker or finder has acted
for it/him in connection with this Plan, and agrees to indemnify and hold
harmless the other parties against any fee, loss or expense arising out of
claims by brokers or finders employed or alleged to have been employed by
it/him.
11.4 Notices. All notices and other communications hereunder
shall be in writing and shall be deemed to have been given if delivered in
person or sent by prepaid first-class registered or certified mail, return
receipt requested, as follows:
If to Global Acquisition: Xxxx Xxxxxxxxxx
0000 X. Xxxxxxxx Xxxxx
Xxxx Xxxx Xxxx, Xxxx 00000
With a copy to: Xxxxxxx X. Xxxxxxxxxx, Esq.
000 Xxxx 000 Xxxxx, Xxxxx 000
Xxxx Xxxx Xxxx, Xxxx 00000
If to Oak Ridge or the Xxxx X. Xxxxx
Oak Ridge Stockholder: 000 Xxxxxxxxx Xxxxx
Xxxxxxxx, XX 00000
11.5 Entire Agreement. This Plan constitutes the entire
agreement between the parties and supersedes and cancels any other agreement,
representation, or communication, whether oral or written, between the parties
hereto relating to the transactions contemplated herein or the subject matter
hereof.
11.6 Headings. The section and subsection headings in this Plan
are inserted for convenience only and shall not affect in any way the meaning
or interpretation of this Plan.
11.7 Governing Law. This Plan shall be governed by and construed
and enforced in accordance with the laws of the State of Nevada, except to the
extent pre-empted by federal law, in which event (and to that extent only),
federal law shall govern.
11.8 Assignment. This Plan shall inure to the benefit of, and be
binding upon, the parties hereto and their successors and assigns; provided
however, that any assignment by any party of any rights under this Plan
without the prior written consent of the other parties shall be void.
11.9 Counterparts. This Plan may be executed simultaneously in
two or more counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.
11.10 Default. In the event of default hereunder, the
defaulting party shall be liable to the non-defaulting party for all costs and
reasonable attorney's fees incurred in the enforcement of any of the
provisions hereof.
IN WITNESS WHEREOF, the parties have executed this Agreement and
Plan of Merger effective the day and year first above written.
GLOBAL ACQUISITION, INC.
By/s/ Xxxx Xxxxxxxxxx
Xxxx Xxxxxxxxxx, President
OAK RIDGE MICRO-ENERGY INC.
By/s/Xxxx X. Xxxxx
Xxxx X. Xxxxx, President
OAK RIDGE MICRO-ENERGY INC. STOCKHOLDER
/s/Xxxx X. Xxxxx
Xxxx X. Xxxxx, Sole Stockholder
EXHIBIT A
Number of Shares
Number of Shares of Stock of
Owned of Global Acquisition to be
Name and Address Oak Ridge Micro-Energy, Inc. Received in Exchange
Xxxx X. Xxxxx 1,000 23,049,018
000 Xxxxxxxxx Xxxxx
Xxxxxxxx, XX 00000
EXHIBIT B
ARTICLES OF INCORPORATION OF THE GLOBAL ACQUISITION SUBSIDIARY
ARTICLES OF INCORPORATION
OF
GLOBAL ACQUISITION SUBSIDIARY, INC.
The undersigned natural person, acting as incorporator of the
corporation under the Nevada Revised Statutes, adopts the following Articles
of Incorporation for such corporation.
ARTICLE I
Name. The name of the corporation is "Global Acquisition Subsidiary,
Inc." (hereinafter, the "Corporation").
ARTICLE II
Period of Duration. The period of duration of the Corporation is
perpetual.
ARTICLE III
Purposes and Powers. The purpose for which the Corporation is organized
is to engage in any and all lawful business.
ARTICLE IV
Capitalization. The Corporation shall have the authority to issue
50,000,000 shares of common voting stock having a par value of one mill
($0.001) per share. All stock of the Corporation shall be of the same class
and shall have the same rights and preferences. Fully paid stock of the
Corporation shall not be liable for further call or assessment. The
authorized shares shall be issued at the discretion of the Board of Directors
of the Corporation.
ARTICLE V
Initial Resident Agent. The initial resident agent of the Corporation
shall be CSC Services of Nevada, Inc., and the street address and mailing
address of the initial resident agent are: 000 Xxxx Xxxx Xxxxxx, Xxxx X,
Xxxxxx Xxxx, Xxxxxx 00000.
ARTICLE VI
Directors. The Corporation shall be governed by a Board of Directors
consisting of no less than one director. The number of directors constituting
the initial Board of Directors is one and the name and street address of the
person who shall serve as director until his successor is elected and
qualified is, to-wit:
Xxxx Xxxxxxxxxx
0000 X. Xxxxxxxx Xxxxx
Xxxx Xxxx Xxxx, Xxxx 00000
ARTICLE VII
Incorporator. The name and street address of the incorporator is:
Xxxx Xxxxxxxxxx
0000 X. Xxxxxxxx Xxxxx
Xxxx Xxxx Xxxx, Xxxx 00000
ARTICLE VIII
Control Share Acquisitions. The provisions of NRS 78.378 to 78.3793,
inclusive, are not applicable to the Corporation.
ARTICLE IX
Indemnification of Directors and Executive Officers. To the fullest
extent allowed by law, the directors and executive officers of the Corporation
shall be entitled to indemnification from the Corporation for acts and
omissions taking place in connection with their activities in such capacities.
/S/Xxxx Xxxxxxxxxx
Xxxx Xxxxxxxxxx
STATE OF UTAH )
:ss
COUNTY OF SALT LAKE )
On the 15 day of January, 2002, personally appeared before me Xxxx
Xxxxxxxxxx, who duly acknowledged to me that he is the person who signed the
foregoing instrument as incorporator; that he has read the foregoing
instrument and knows the contents thereof; and that the contents thereof are
true of his personal knowledge.
/s/Xxxxxx Xxxx
Notary Public
EXHIBIT C
GLOBAL ACQUISITION AUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED
DECEMBER 31, 2000
XXXXXXXX XXXXXXXX & XXXXXX, X.X.
Certified Public Accountants and Business Consultants
941 East 0000 Xxxxx, Xxxxx 000
Xxxx Xxxx Xxxx, Xxxx 00000
Member SEC Practice Section of the AICPA
Telephone 000 000-0000
Fax 000 000-0000
Board of Directors
Global Acquisitions, Inc.
Salt Lake City, Utah
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have audited the accompanying balance sheet of Global Acquisitions, Inc.
(development stage company) at December 31, 2000 and the related statement of
operations, stockholders' equity, and cash flows for the years ended December
31, 2000 and 1999 and the period from January 1, 1996 (date of inception of
development stage) to December 31, 2000. These financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management as well as evaluating the overall balance sheet
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Global Acquisitions, Inc.
at December 31, 2000, and the results of operations, and cash flows for
the years ended December 31, 2000 and 1999 and the period from January 1,
1996 (date of inception of development stage) to December 31, 2000, in
conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company will need additional
working capital to service its debt and for its planned activity, which raises
substantial doubt about its ability to continue as a going concern.
Management's plans in regard to these matters are described in Note 5. These
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
May 4, 2001 s/Xxxxxxxx Xxxxxxxx and Strong
Salt Lake City, Utah
GLOBAL ACQUISITIONS, INC.
BALANCE SHEET
December 31, 2000
ASSETS
CURRENT ASSETS
Cash $ -
Total Current Assets $ -
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable - related party $ 38,450
Accounts payable 8,230
Total Current Liabilities 46,680
STOCKHOLDERS' EQUITY
Preferred stock
10,000,000 shares authorized at $0.10 par value;
non issued and outstanding -
Common stock
100,000,000 shares authorized at $.001 par value;
5,831,503 issued and outstanding 5,831
Capital in excess of par value 5,716,058
Accumulated deficit - Note 1 (5,768,569)
Total Stockholders' Deficiency (46,680)
$ -
The accompanying notes are an integral part of these financial statements.
GLOBAL ACQUISITIONS, INC.
STATEMENTS OF OPERATIONS
For the Years Ended December 31, 2000 and 1999 and the Period
January 1, 1996 (date of inception of development stage) to December 31, 2000
Period
Dec 31, Dec 31, Jan 1, 1996
2000 1999 to Xxx 00, 0000
XXXXXXXX $ - $ - $ -
EXPENSES
Administrative 115,130 - 115,130
Interest expense 26,123 31,347 340,159
NET LOSS - before other income and
expense (141,253) (31,347) (455,289)
OTHER INCOME AND EXPENSE
Loss of assets - - (4,608,767)
Settlement of debt 1,615,082 - 1,615,082
NET PROFIT (LOSS) $ 1,473,829 $ (31,347)$(3,448,974)
NET PROFIT (LOSS) PER COMMON
SHARE
Basic $ .38 $ (.14)
AVERAGE OUTSTANDING
SHARES
Basic 3,866,491 217,491
The accompanying notes are an integral part of these financial statements.
GLOBAL ACQUISITIONS, INC.
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
Period January 1, 1996 (date of inception of development stage) to
December 31, 2000
______________________________________________________________________________
Preferred Stock Common Stock Excess of Accumulated
Shares Amount Shares Amount Par Value Deficit
Balance
January 1, 1996 331,950 $ 33,195 202,542 $ 202 $5,422,869 $(2,319,595)
Issuance of
common stock
for services at
$4.20-1996 - - 14,949 15 20,918 -
Net operating
loss for the year
ended December 31,
1996 - - - - -
(4,748,837)
Net operating loss
for the year ended
December 31, 1997 - - - - - (111,272)
Net operating loss
for the year ended
December 31, 1998 - - - - - (31,347)
Net operating loss
for the year ended
December 31, 1999 - - - - - (31,347)
Balance
December 31, 1999 331,950 $33,195 217,491 $ 217 $5,443,787 $(7,242,398)
Issuance of common
stock for services
at $.063 - - 495,000 495 30,975 -
Issuance of common
stock for expenses
at $.07 - - 339,365 339 23,391 -
Issuance of common
stock for settlement
of debt at $.037 - - 4,740,796 4,741 169,749 -
Issuance of common
stock for retirement
of preferred stock (331,950)(33,195) 38,851 39 33,156 -
Contributions to
capital - expenses - - - - 15,000 -
Net operating profit
for the year ended
December 31, 2000 - - - - - 1,473,829
Balance
December 31, 2000 - $ - 5,831,503 $ 5,831$ 5,716,058 $(5,768,569)
The accompanying notes are an integral part of these financial statements.
GLOBAL ACQUISITIONS, INC.
STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 2000 and 1999 and the period
January 1, 1996 (date of inception of development stage) to December 31, 2000
Period
Dec 31, Dec 31, Jan 1, 1996
2000 1999 to Dec 31, 2000
CASH FLOWS FROM
OPERATING ACTIVITIES
Net profit (loss) $ 1,473,829 $ (31,347) (3,448,974)
Adjustments to reconcile net loss to
net cash provided by operating
activities
Change in accounts payable 71,053 31,347 362,481
Issuance of common stock for
expenses And contribution
to capital for expenses 70,200 - 91,133
Loss of assets - - 4,608,767
Gain on settlement of debt (1,615,082) - (1,615,082)
Net Cash From (Used)
in Operations - - -
CASH FLOWS FROM INVESTING
ACTIVITIES - - -
CASH FLOWS FROM FINANCING
ACTIVITIES - - -
Net Increase (Decrease) in Cash - - -
Cash at Beginning of Period - - -
Cash at End of Period $ - $ - $ -
NON CASH FLOWS FROM OPERATING ACTIVITIES
Issuance of 14,949 shares common stock for services - 1996 $ 20,933
Issuance of 834,365 shares common stock for services and
expenses - 2000 55,200
Contribution to capital - expenses 15,000
The accompanying notes are an integral part of these financial statements.
GLOBAL ACQUISITIONS, INC.
NOTES TO FINANCIAL STATEMENTS
1. ORGANIZATION
The Company was incorporated on August 15, 1986 under the laws of the state of
Colorado, with the name "Vates Corp." with authorized common stock of
100,00,000 shares with no par value and authorized preferred stock of
10,000,000 shares with a par value of $0.10. On June 6, 1991, the name was
changed to "O.T.S. , Holdings , Inc." and on April 17, 2001 the name was
changed to "Global Acquisitions, Inc." On March 6, 2000 the authorized
common stock was changed to a par value of $.001
Since inception, the Company has completed several acquisitions in
connection with three reverse stock splits resulting in its present
capitalization.
This report has been prepared showing the name change and the after stock
split shares with a par value of $.001 from inception.
After 1995 the Company became inactive and is considered to be in the
development stage after that date.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Methods
The Company recognizes income and expenses based on the accrual method of
accounting.
Dividend Policy
The Company has not yet adopted a policy regarding payment of dividends.
Income Taxes
On December 31, 2000, the Company had accumulated net operating losses of
$5,716,058 however the loss will not be available for carryover since there
are no assets and there has been a substantial change in its stockholders.
Estimates and Assumptions
Management uses estimates and assumptions in preparing financial statements in
accordance with generally accepted accounting principles. Those estimates and
assumptions affect the reported amounts of the assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported revenues and
expenses. Actual results could vary from the estimates that were assumed in
preparing the financial statements.
Financial Instruments
The carrying amounts of financial instruments, including the accounts
payable, are considered by management to be their estimated fair values.
GLOBAL ACQUISITIONS, INC.
NOTES TO FINANCIAL STATEMENTS - continued
Basic and Diluted Net Income (Loss) Per Share
Basic net income (loss) per share amounts are computed based on the weighted
average number of shares actually outstanding, after the stock splits.
Diluted net income (loss) per share amounts are computed using the weighted
average number of common shares and common equivalent shares outstanding as if
shares had been issued on the exercise of the preferred share rights.
Comprehensive Income
The Company adopted Statement of Financial Accounting Standards No. 130. The
adoption of this standard had no impact on the total stockholder's equity.
Other Recent Accounting Pronouncements
The Company does not expect that the adoption of other recent accounting
pronouncements will have a material impact on its financial statements.
3. RELATED PARTY TRANSACTIONS
Securities on hand on December 31, 1999 consisted of 8,660,000 shares of
CEC. and during January 2000, the stock was traded to a related party for the
assumption of debt.
Related parties will have acquired 85% of the common stock issued by the
Company after the events shown in note 6.
4. BANKRUPTCY
On April 23, 1997 the Company entered a petition in bankruptcy to clear its
debt, however, on December 23, 1999, the court terminated the petition with
no action because of a no asset report by the trustee.
5. GOING CONCERN
The Company intends to acquire interests in various business opportunities
which, in the opinion of management, will provide a profit to the Company,
however there is insufficient working capital for any future planned activity.
Continuation of the Company as a going concern is dependent upon obtaining
additional working capital and the management of the Company has developed a
strategy, which it believes will accomplish this objective through additional
equity funding and long term debt which will enable the Company to conduct
operations for the coming year.
GLOBAL ACQUISITIONS, INC.
NOTES TO FINANCIAL STATEMENTS - continued
6. RECISSION OF ACQUISITION OF SUBSIDIARY
On February 18, 2000, the Company acquired all of the outstanding stock of
"Thin Battery, Inc"., a Nevada corporation through a stock for stock
agreement.
On February 14, 2001 the acquisition of Thin Film Battery, Inc. (subsidiary)
was mutually rescinded and the stock issued in connection with the acquisition
was returned to the Company and canceled.
This report has been prepared showing the rescission of the acquisition
retroactively.
EXHIBIT C-1
GLOBAL ACQUISITION, INC.
UNAUDITED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED
SEPTEMBER 30, 2001
GLOBAL ACQUISITIONS, INC.
BALANCE SHEETS
September 30, 2001 and December 31, 2000
Sept. 30, Dec. 31,
2001 2000
ASSETS
CURRENT ASSETS
Cash $ - $ -
Total Current Assets $ - $ -
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable - related party $ 45,780 $ 38,450
Accounts payable 4,915 8,230
Total Current Liabilities 50,695 46,680
STOCKHOLDERS' EQUITY
Preferred stock
10,000,000 shares authorized at $0.10 par
value; non issued and outstanding - -
Common stock
100,000,000 shares authorized at $.001 par
value; 5,831,503 issued and outstanding 5,831 5,831
Capital in excess of par value 5,716,058 5,716,058
Accumulated deficit - Note 1 (5,772,584) (5,768,569)
Total Stockholders' Deficiency (50,695) (46,680)
$ - $ -
The accompanying notes are an integral part of these financial statements.
4
GLOBAL ACQUISITIONS, INC.
STATEMENTS OF OPERATIONS
For the Three and Nine Months Ended September 30, 2001 and 2000 and the Period
January 1, 1996 (date of inception of development stage) to September 30, 2001
Three Months Ended Nine Months Ended Period
September 30, September 30, Jan 1, 1996
2001 2000 2001 2000 to Sept. 30, 2001
REVENUES $ - $ - $ - $ - $ -
EXPENSES
Administrative 2,700 - 4,015 110,930 116,445
Interest expense - - - 26,123 342,859
NET LOSS - before
other income and
expense (2,700) - (4,015)(137,053) (459,304)
OTHER INCOME AND EXPENSE
Loss of assets - - - - (4,608,767)
Settlement of debt - - - 1,615,082 1,615,082
NET PROFIT (LOSS) $(2,700) $ - $ (4,015)$1,478,029 $(3,452,989)
NET PROFIT (LOSS) PER COMMON
SHARE
Basic $ - $ - $ - $ .25
AVERAGE OUTSTANDING
SHARES
Basic (stated in
1000's) 5,831 5,831 5,831 5,831
The accompanying notes are an integral part of these financial statements.
5
GLOBAL ACQUISITIONS, INC.
STATEMENTS OF CASH FLOWS
For the Nine Months Ended September 30, 2001 and 2000 and the period January
1, 1996 (date of inception of development stage) to September 30, 2001
Nine Months Ended Period
September 30, Jan 1, 1996
2001 2000 to Sept. 30, 2001
CASH FLOWS FROM
OPERATING ACTIVITIES
Net profit (loss) $(4,015) $ 1,478,029 $ (3,452,989)
Adjustments to
reconcile net loss to
net cash provided by
operating activities
Change in accounts
payable 4,015 137,053 368,171
Issuance of common
stock for expenses
And contribution
to capital for expenses - - 91,133
Loss of assets - - 4,608,767
Gain on settlement of debt - (1,615,082) (1,615,082)
Net Cash From (Used)
in Operations - - -
CASH FLOWS FROM INVESTING
ACTIVITIES - - -
CASH FLOWS FROM FINANCING
ACTIVITIES - - -
Net Increase (Decrease) in cash - - -
Cash at Beginning of Period - - -
Cash at End of Period $ - $ - $ -
NON CASH FLOWS FROM OPERATING ACTIVITIES
Issuance of 14,949 shares common stock for services - 1996 $ 20,933
Issuance of 834,365 shares common stock for services and
expenses - 2000 55,200
The accompanying notes are an integral part of these financial statements.
6
GLOBAL ACQUISITIONS, INC.
NOTES TO FINANCIAL STATEMENTS
1. ORGANIZATION
The Company was incorporated on August 15, 1986 under the laws of the state of
Colorado, with the name "Vates Corp." with authorized common stock of
100,000,000 shares with no par value and authorized preferred stock of
10,000,000 shares with a par value of $0.10. On June 6, 1991, the name was
changed to "O.T.S. , Holdings , Inc." and on April 17, 2001 the name was
changed to "Global Acquisitions, Inc." On March 6, 2000 the authorized
common stock was changed to a par value of $.001
Since inception, the Company has completed several acquisitions in connection
with three reverse stock splits resulting in its present capitalization. This
report has been prepared showing the name change and the after stock split
shares with a par value of $.001 from inception.
After 1995 the Company became inactive and is considered to be in the
development stage after that date.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Methods
The Company recognizes income and expenses based on the accrual method of
accounting.
Dividend Policy
The Company has not yet adopted a policy regarding payment of dividends.
Income Taxes
On September 30, 2001, the Company had a net operating loss available for
carryover of $4,015. The tax benefit of approximately $1,204 from the loss
carry forward has been fully offset by a valuation reserve because the use of
the future tax benefit is doubtful since the Company has no operations. The
loss carryforward will expire in 2002.
Estimates and Assumptions
Management uses estimates and assumptions in preparing financial statements in
accordance with generally accepted accounting principles. Those estimates and
assumptions affect the reported amounts of the assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported revenues and
expenses. Actual results could vary from the estimates that were assumed in
preparing the financial statements.
Financial Instruments
The carrying amounts of financial instruments, including the accounts
payable, are considered by management to be their estimated fair values.
7
GLOBAL ACQUISITIONS, INC.
NOTES TO FINANCIAL STATEMENTS - continued
Basic and Diluted Net Income (Loss) Per Share
Basic net income (loss) per share amounts are computed based on the weighted
average number of shares actually outstanding, after the stock splits.
Diluted net income (loss) per share amounts are computed using the weighted
average number of common shares and common equivalent shares outstanding as if
shares had been issued on the exercise of the preferred share rights.
Comprehensive Income
The Company adopted Statement of Financial Accounting Standards No. 130. The
adoption of this standard had no impact on the total stockholder's equity.
Other Recent Accounting Pronouncements
The Company does not expect that the adoption of other recent accounting
pronouncements will have a material impact on its financial statements.
3. RELATED PARTY TRANSACTIONS
Related parties will have acquired 85% of the common stock issued by the
Company.
Related parties have made non interest bearing loans to the Company of
$45,780.
4. BANKRUPTCY
On April 23, 1997 the Company entered a petition in bankruptcy to clear its
debt, however, on December 23, 1999, the court terminated the petition with
no action because of a no asset report by the trustee.
5. GOING CONCERN
The Company intends to acquire interests in various business opportunities
which, in the opinion of management, will provide a profit to the Company,
however there is insufficient working capital for any future planned activity.
Continuation of the Company as a going concern is dependent upon obtaining
additional working capital and the management of the Company has developed a
strategy, which it believes will accomplish this objective through additional
equity funding and long term debt which will enable the Company to conduct
operations for the coming year.
6. RECISSION OF ACQUISITION OF SUBSIDIARY
On February 18, 2000, the Company acquired all of the outstanding stock of
"Thin Battery, Inc"., a Nevada corporation through a stock for stock
agreement. On February 14, 2001 the acquisition of Thin Film Battery, Inc.
(subsidiary) was mutually rescinded and the stock issued in connection with
the acquisition was returned to the Company and canceled. This report has
been prepared showing the recission of the acquisition retroactively.
8
EXHIBIT D
EXCEPTIONS TO GLOBAL ACQUISITION FINANCIAL STATEMENTS
None.
EXHIBIT E
OAK RIDGE MICRO-ENERGY, INC.
FINANCIAL STATEMENTS FOR THE PERIODS ENDED
UNAUDITED BALANCE SHEET AS OF DECEMBER 31, 0000
XXX XXXXX MICRO-ENERGY, INC.
BALANCE SHEET
December 31, 2001
ASSETS
Cash $ 0
Subscription Receivable $10,000
-------
TOTAL ASSETS $10,000
=======
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
$ 0
-------
TOTAL LIABILITIES $ 0
-------
STOCKHOLDERS' EQUITY
Common stock; 50,000,000 shares authorized
$0.001 par value; 1,000 shares outstanding $ 1
Additional Paid in Capital $ 9,999
-------
TOTAL STOCKHOLDERS' EQUITY $10,000
-------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 0
=======
EXHIBIT F
EXCEPTIONS TO OAK RIDGE FINANCIAL STATEMENTS
None.
EXHIBIT G
Global Acquisition, Inc.
0000 X. Xxxxxxxx Xxxxx
Xxxx Xxxx Xxxx, Xxxx 00000
Colonial Stock Transfer
000 Xxxx 0xx Xxxxx
Xxxx Xxxx Xxxx, Xxxx 00000
Re: Exchange of shares of Oak Ridge Micro-Energy, Inc., a
Nevada corporation ("Oak Ridge"), for shares of Global
Acquisition, Inc., a Colorado corporation ("Global
Acquisition or the "Company")
Gentlemen:
Pursuant to that certain Agreement and Plan of Merger ("Plan")
between the undersigned, Oak Ridge, and Global Acquisition, I acknowledge that
I have approved this exchange; that I am aware of all of the terms and
conditions of the Plan; that I have received and personally reviewed a copy of
the Plan; the Annual Report on Form 10-KSB of Global Acquisition for the year
ended December 31, 2000; and its Quarterly Report on Form 10-QSB for the
quarter ended September 30, 2001; its merger and related exhibits with Global
Acquisition Subsidiary; and all information regarding certain proposed
acquisitions or mergers of Global Acquisition, and I represent and warrant
that no director or executive officer of the Company or any associate of
either has solicited this exchange; that I am an "accredited investor" as that
term is known under the Rules and Regulations of the Securities and Exchange
Commission (see Exhibit "A" hereto); and/or I represent and warrant that I
have sufficient knowledge and experience to understand the nature of the
exchange, and I am fully capable of bearing the economic risk of the loss of
my entire cost basis in the shares of Oak Ridge being exchanged.
I understand that you have and will make books and records of your
Company available to me for my inspection in connection with the contemplated
exchange of my shares, and that I have been encouraged to review the
information and ask any questions I may have concerning the information of any
director or executive officer of the Company whose addresses are listed in the
aforesaid Annual Report, or of the legal and accounting firms for the Company.
I understand that the accounting firm for Global Acquisition is Xxxxxxxx,
Xxxxxxxx & Strong, Certified Public Accountants, 000 Xxxx 0000 Xxxxx, Xxxx
Xxxx Xxxx, Xxxx 00000, Telephone #000-000-0000; and that legal counsel for
Global Acquisition is Xxxxxxx X. Xxxxxxxxxx, Esq. Suite 205, Hermes Building,
000 Xxxx 000 Xxxxx, Xxxx Xxxx Xxxx, Xxxx 00000, Telephone #000-000-0000.
I further understand that I must bear the economic risk of
ownership of any of the Global Acquisition shares for a long period of time,
the minimum of which will be one (1) years, as these shares are "unregistered"
shares and may not be sold unless any subsequent offer or sale is registered
with the United States Securities and Exchange Commission or is otherwise
exempt from the registration requirements of the Securities Act of 1933, as
amended (the "Act"), or other applicable securities laws, rules and
regulations.
I intend that you rely on all of my representations made herein
and those in the personal questionnaire (if applicable) I provided to Global
Acquisition for use by Global Acquisition as they are being made to induce you
to issue me the shares of Global Acquisition under the Plan, and I further
represent (of my personal knowledge or by virtue of my reliance on one or more
personal representatives), and agree as follows, to-wit:
1. That the shares being acquired are being received for
investment purposes and not with a view toward further distribution;
2. That I have a full and complete understanding of the phrase
"for investment purposes and not with a view toward further distribution";
3. That I understand the meaning of "unregistered shares" and
know that they are not freely tradeable;
4. That any stock certificate issued by you to me in connection
with the shares being acquired shall be imprinted with a legend restricting
the sale, assignment, hypothecation or other disposition unless it can be made
in accordance with applicable laws, rules and regulations;
5. I agree that the stock transfer records of your Company
shall reflect that I have requested the Company not to effect any transfer of
any stock certificate representing any of the shares being acquired unless I
shall first have obtained an opinion of legal counsel to the effect that the
shares may be sold in accordance with applicable laws, rules and regulations,
and I understand that any opinion must be from legal counsel satisfactory to
the Company and, regardless of any opinion, I understand that the exemption
covered by any opinion must in fact be applicable to the shares;
6. That I shall not sell, offer to sell, transfer, assign,
hypothecate or make any other disposition of any interest in the shares being
acquired except as may be pursuant to any applicable laws, rules and
regulations;
7. I fully understand that my shares which are being exchanged
for shares of the Company are "risk capital," and I am fully capable of
bearing the economic risks attendant to this investment, without
qualification; and
8. I also understand that without approval of counsel for
Global Acquisition, all shares of Global Acquisition to be issued and
delivered to me in exchange for my shares of Global Acquisition shall be
represented by one stock certificate only and which such stock certificate
shall be imprinted with the following legend or a reasonable facsimile thereof
on the front and reverse sides thereof:
The shares of stock represented by this certificate
have not been registered under the Securities Act of
1933, as amended, and may not be sold or otherwise
transferred unless compliance with the registration
provisions of such Act has been made or unless
availability of an exemption from such registration
provisions has been established, or unless sold
pursuant to Rule 144 under the Act.
Any request for more than one stock certificate must be
accompanied by a letter signed by the requesting stockholder setting forth all
relevant facts relating to the request. Global Acquisition will attempt to
accommodate any stockholders' request where Global Acquisition views the
request is made for valid business or personal reasons so long as in the sole
discretion of Global Acquisition, the granting of the request will not
facilitate a "public" distribution of unregistered shares of common voting
stock of Global Acquisition.
You are requested and instructed to issue a stock certificate as
follows, to-wit:
Xxxx X. Xxxxx and Xxxxxx X. Xxxxx JTRS
(Name)
00 Xxxxxxx Xxxxx Xxxx.
(Xxxxxxx)
Xxx Xxxxx, XX 00000
___________________________________________________
If joint tenancy with full rights of
survivorship is desired, put the initials
JTRS after your names.
Thank you very much.
Dated this 14 day of January, 2002.
Very truly yours,
/s/Xxxx X. Xxxxx
EXHIBIT H
CERTIFICATE OF OFFICER PURSUANT TO
AGREEMENT AND PLAN OF MERGER
The undersigned, the President of Global Acquisition, Inc., a
Colorado corporation ("Global Acquisition"), represents and warrants the
following as required by the Agreement and Plan of Merger (the "Plan") between
Global Acquisition, Global Acquisition Subsidiary, Inc., a Nevada corporation
to be formed ("Global Acquisition Subsidiary"); and Oak Ridge Micro-Energy,
Inc., a Nevada corporation ("Oak Ridge"), and the sole stockholder of Oak
Ridge (the "Oak Ridge Stockholder):
1. That he is the President of Global Acquisition and has been
authorized and empowered by its Board of Directors to execute and deliver this
Certificate to Oak Ridge and the Oak Ridge Stockholder.
2. Based on his personal knowledge, information, belief and
opinions of counsel for Global Acquisition regarding the Plan:
(i) All representations and warranties of Global Acquisition
contained within the Plan are true and correct;
(ii) Global Acquisition has complied with all terms and
provisions required of it pursuant to the Plan; and
(iii) There have been no material adverse changes in the financial
position of Global Acquisition as set forth in its financial
statements for the year ended December 31, 2000, and the
period ended September 30, 2001, except as set forth in
Exhibit D to the Plan.
GLOBAL ACQUISITION, INC.
By/s/Xxxx Xxxxxxxxxx
Xxxx Xxxxxxxxxx , President
EXHIBIT I
CERTIFICATE OF OFFICER PURSUANT TO
AGREEMENT AND PLAN OF MERGER
The undersigned, the President of Oak Ridge Micro-Energy, Inc., a
Nevada corporation ("Oak Ridge"), represents and warrants the following as
required by the Agreement and Plan of Merger (the "Plan") between Oak Ridge,
its sole stockholder (the "Oak Ridge Stockholder"); and Global Acquisition,
Inc, a Colorado corporation ("Global Acquisition"), and its wholly-owned
subsidiary, Global Acquisition Subsidiary, Inc., a Nevada corporation to be
formed ("Global Acquisition Subsidiary") :
1. That he is the President of Oak Ridge and has been
authorized and empowered by its Board of Directors to execute and deliver this
Certificate to Global Acquisition.
2. Based on his personal knowledge, information, belief:
(i) All representations and warranties of Oak Ridge contained
within the Plan are true and correct;
(ii) Oak Ridge has complied with all terms and provisions
required of it pursuant to the Plan; and
(iii) There have been no material adverse changes in the financial
position of Oak Ridge as set forth in its financial
statements consisting of a balance sheet at December 31,
2001 except as set forth in Exhibit F to the Plan.
OAK RIDGE MICRO-ENERGY, INC.
By/s/Xxxx X. Xxxxx
Xxxx X. Xxxxx, President
/s/Xxxx X. Xxxxx
Xxxx X. Xxxxx, Individually
EXHIBIT J
Finders
None.
