AGREEMENT FOR TRANSFER AND SALE OF
PROPERTY AND CERTAIN ASSETS
THIS AGREEMENT IS MADE AS OF OCTOBER 1, 2001, BY AND BETWEEN NOVAHEAD,
INC., AN ARIZONA CORPORATION (THE "SELLER"), AND XXXXXXXXXXX-XXXXX, INC., A
COLORADO CORPORATION, (THE "PURCHASER").
W I T N E S S E T H:
WHEREAS, the Seller is the owner of certain Assets, Contracts, Contract
Rights, Product Rights, various intellectual properties and Licenses and desires
to sell such property and all rights to such property to Purchaser;
WHEREAS, the Purchaser desires to purchase such property from Seller for
the consideration and on the terms and conditions set forth herein.
NOW, THEREFORE, IN CONSIDERATION OF THE PREMISES, and the mutual covenants
of the parties hereto and other good and valuable consideration had and received
by each of the parties to this Agreement, receipt and sufficiency of which is
hereby acknowledged, and the parties hereto hereby agree as follows:
ARTICLE I
PROPERTY AND CERTAIN ASSETS TRANSFERRED AND WARRANTY OF SELLER
A. Seller hereby grants, bargains, sells, and conveys, transfers, assigns,
sets over, abandons, and delivers unto Purchaser in return for the purchase
price to be paid by Purchaser as set forth herein below, all right, title
and interest of Seller in and to the following Assets:
1. (Described in Exhibit A)
All Assets of Seller to be transferred to the Purchaser pursuant hereto,
including all Softwares developed and Softwares in develpement, Contracts and
pending Contracts, Contract Rights, Proprietary Rights, Licenses, Domain Name "
which are sometimes hereinafter collectively referred to as the "Property".
B. Seller hereby represents and warrants to Purchaser as follows:
1. That Seller is the owner of the Property free and clear of any and all
claims to free of any conditions, restrictions, liens, charges, encumbrances,
and any adverse claims or rights and pledges and assignments whatsoever.
Agreement for Transfer and Sale of Property and Certain Assets
Page 1 of 4
2. That Seller has no knowledge of nor is aware of any circumstances that
would support any claim that would prevent Purchaser from using the Property.
3. That the Property (described in Exhibit A) and any proprietary
information is secret, confidential and represents proprietary know-how of
Seller and shall remain so.
4. That the Contracts, Contract Rights, Property and certain other Assets
sold do make up all or substantially all of the Assets of the Seller.
5. That the Seller's controlling Shareholders acknowledge on behalf of the
Company approval by the Shareholders is hereby given. Acknowledgment of same
shall be so disclosed in the Certificates of Resolutions by the Sellers and
Purchasers noted herein.
C. Seller agrees to disclose to Purchaser any and all improvements in the
technologies of the Property and agrees that such improvements shall become
the property of the Purchaser.
ARTICLE 11
AGREEMENT TO MAINTAIN CONFIDENTIALITY
Except as otherwise provided in Article I above, Seller covenants and
warrants that no other person has had any knowledge obtained through him of the
Property except under a properly effected Confidentiality Agreement. Seller and
Purchaser agree that they will at all times hereafter preserve the secrecy of
the Property and not disclose any confidential information pertaining to the
property to any person not expressly authorized by Purchaser in writing and
Seller will not make or permit to have made any unauthorized use or disclosure
of the Property.
ARTICLE III
EFFECTIVE DATE OF TRANSFER
The effective date of the Agreement shall be October 1, 2001. Purchaser
shall be the owner of all rights transferred herein and to the Property as of
the effective date of this Agreement noted in Exhibit A.
ARTICLE IV
PURCHASE PRICE AND A WARRANTY BY PURCHASER
The purchase price for the property is four Million dollars ($4,000,000)
payable by Purchaser to Seller, shall be as follows:
A. Delivery of eight Million (8,000,000) Shares of Restricted Common Stock
under Rule 144 to seller within a 60 day period from the effective date of
this Agreement, subject to applicable Federal and State Securities Laws to
the Sellers Shareholders. (see Exhibit B Acquisition of Stock Letter)
Agreement for Transfer and Sale of Property and Certain Assets
Page 2 of 4
B. The Directors and Officers hereby on Closure of this Agreement by
Certificate of Resolutions (see Exhibit C) will Elect the designated
Directors by the Seller and submit resignations of the Purchaser's Board of
Directors and Officers.
C. The Officers shall submit to the Company Treasury for cancellation one
million and fifty thousand (1,050,000) Shares of Common Stock with
President Xxxxxx X. Xxxxxx surrendering nime hundred and seventy five
thousand (975,000) Shares and Secretary Xxxxx X. Xxxxxxxx surrendering
seventy five thousand (75,000) Shares.
ARTICLE V
INDEMNIFICATION
Seller agrees to indemnify, from all damages asserted, hold harmless from all
claims and pay all legal fees and expenses, including retainers and all ongoing
xxxxxxxx, for any challenge, whether in litigation or demand, to Purchaser's
acquired ownership rights to the Property and any Property free and clear of all
liens claims and encumbrances. Failure to indemnify, hold harmless, and pay all
legal fees and expenses on a current basis shall be a default and subject Seller
to the provisions of Article V.
Purchaser agrees to indemnify, hold harmless, and agrees to defend Seller for
any and all liabilities, known or unknown, and any acts or actions, whether
financial or otherwise, taken on behalf of the Company, Xxxxxxxxxxx-Xxxxx from
the inception of Xxxxxxxxxxx-Xxxxx until this document is signed by all parties.
ARTICLE VI
MISCELLANEOUS
A. This Agreement contains the terms of all Agreements of the parties hereto
regarding the transfer of the Property by Seller to Purchaser and supersedes all
prior, written and oral Agreements in effect as of the date hereof
B. This Agreement shall be binding upon and inure to the benefit of the
parties hereto, their respective heirs, legal representatives, successors and
assigns, as the case may be.
C. This Agreement shall be governed by and construed under the laws of the
State of .Arizona.
D. All notices and other communications to be given by the parties among
themselves pursuant to this Agreement shall be 'in writing, by United States
mail, postage prepaid, certified mail, return receipt requested or if
hand-delivered then delivered to either of the parties at the following
addresses:
Agreement for Transfer and Sale of Property and Certain Assets
Page 3 of 4
IF TO THE SELLER: IF TO THE PURCHASER:
Novahead, Inc. XxxxxxXxxxx Xxxxx, Inc.
c/o Xxx Xxxxxxx, President c/o Mr. K. Xxxx Xxxxxxx, Esq.
0000 Xxxx Xxxxxx Xxx. 0000 X. Xxxxxxxx Xx. Xxxxx0000
Xxxxxxx, XX 00000 Xxxxxxxxxx, XX. 00000
Either party may change its address to which any notices, communication, or
payments are to be made hereunder by giving prior written notice to the other
party thereof in the manner provided for in this section.
E. If any of the terms or conditions of this Agreement shall be declared
void or unenforceable by any court or administrative body of competent
jurisdiction, such terms and conditions shall be deemed severed from the
remainder of this Agreement, and the Agreement shall continue in all respects to
be valid, binding, and enforceable.
F. This Agreement may be executed simultaneously in multiple counterparts
each of the same force and effect. All covenants of the parties hereto shall
survive the termination of this Agreement.
G. This Agreement may not be amended, modified or supplemented except by a
written instrument executed by duly authorized officers of Purchaser and Seller.
H. The parties hereto shall from time-to-time execute and deliver such
further instruments or take such further action as any party hereto or its
counsel may reasonably request to effectuate the intent of this Agreement,
including without limitation the execution and delivery of any and all
documentation necessary to copyright and/or trademark the Property transferred
hereunder or to transfer the same to Purchaser.
IN WITNESS WHEREOF, EACH OF THE PARTIES HAVE CAUSED THIS AGREEMENT TO BE
DULY EXECUTED AND DELIVERED TO THE OTHER AS OF THE DATE FIRST WRITTEN ABOVE.
SELLER: NOVAHEAD, INC.
DATED_____________________________BY _______________________________
XX.XXXXXX X. XXXXXXX, PRESIDENT
PURCHASER: XXXXXXXXXXX-XXXXX, INC.
DATED_____________________________BY _______________________________
XX. XXXXXX X. XXXXXX, PRESIDENT
Agreement for Transfer and Sale of Property and Certain Assets
Page 4 of 4
EXHIBIT A
NOVAHEAD, INC.
ASSETS & INTELLECTUAL PROPERTY'S:
1. XPONENTIAL(TM) SERVER... patent applied for.
* Rapid deployment and configuration.
* Platform neutral -- certify on Win2000, Linux, and Solaris OS's
* Open standard technology platform -- Java, XML, XHTML, XSL, Javascript,WML,
etc.
* User and contextual security -- 2 visible layers and 3-6 hidden layers.
* Integration into existing systems rather painless -- only a schema is needed
with secure access
* User stand alone system
NOVAHEAD SOFTWARES FEATURES:
* novahead "services" allows continued numerous operations at once, one
operation does not have to shut your other services down to add or update
existing services. Same applies to applications and business rules.
* Security is controllable at every level by individual user and group
* Standard security technologies can be used to secure pipe (SSL, SSH,
Certificates, etc)
* Can extend and build new tools within itself. Don't need externally licensed
tools.
* Customization is done without shutting down all services or applications.
* Multiple data sources and data targets for a single application.
* Customization available to end user at every level in form of preferences
determined by service developer.
* Publication/Syndication model for both content and application services.
* Administrative services and interfaces available within the same interfaces,
the implication being that an authorized and authenticated user could do service
administration and messaging from wireless device if need be.
* Future releases in development will include Jabber Messaging integration.
2.SMACKLITE:
SMACKLITE an e-CRM Software powered by: novahead Inc.
NOVAHEAD SOFTWARES WILL ACCESS DATA AT ALL TIMES
Empowers the business industry to allow sales professionals with the data that
they need to do transactions with their clients on site. Smacklite allows
telesales, field reps, and managers the information to stay informed and
connected at all times. novahead Inc. develops Customer Relationship Management
software that can be used everywhere. Have accurate and access to sales
information at all times with true bi-directional data available wirelessly.
1
TRUE WIRELESS
novahead runs on any wireless platform. Choose the device that you want. Palm
VII, Handspringand(TM) iPAQ(TM) are the most popular PDA though there are other
devices that novahead recommends to clients. The true flexibility of smacklite
allows all activities in the system to be accessed via PDA or Browser.
MANAGED TRANSACTIONS INSTANTLY
With Smacklite one knows what is in your sales pipeline. Manage multiple
accounts and deals from any stage of the sales process. novahead offers
customized software that works with the sales processes that business have
developed. Track the movement of transactions from start until close.
KNOW CUSTOMERS AND PROSPECTS
With Smacklite access detail of your contacts and companies anywhere. Have all
of your customer information on the road or at home. Be able to review notes and
history of activities with people or companies. Track information critical to
your organization in customized screens.
UNLIMITED POSSIBILITIES
Upgrades to the system or new features automatically roll-out to users. Install
the Xponential server on virtually any platform (Windows, Linux, Sun . . etc.)
and upgrades occur on remote systems automatically. With real time data and
automatic upgrades never be out of sync again.
With Smacklite work the way you want to . . .Not the way you have to.
3. NOVAHEAD GLOBAL NETWORK
1. Create novahead Global Network
2. Private label system to companies with large customer base.
3. Customers access web site of company with user name and password.
4. Customer has access to all information about company and services
available
5. Company gives customer their own private software: FAMILYMATTERS
(SmackLite)
6. Customer can customize their software or choose from pre-designed
format
7. Customer can now drive all FAMILYMATTERS data to their own phone/PDA
live and bi-directionally.
8. Logical candidates: Sprint, Cricket, Kyocera, Compass,
9. Logical companies: Ford, Farmers, Cendant, GM, Bank of America, etc.
The data in numbers 8 and 9 are in various stages of testing and/or
contract negotiation.
2
INTELLECTUAL SOFTWARE'S WILL PROVIDE FOR THE INDUSTRY:
1. Constant contact with customers.
2. Give value to customer by providing them with their own private secure
software and data on their desktop and live bi-directional use of
FAMILYMATTERS on their own PDA or smartphone.
3. Provide PDA and/or smartphone to customers at bargain price or free.
4. Market daily to customer, write orders, contracts on site also provide
instant research in the field with the customer,
5. Customers can pay for or buy products and services online.
6. Provide customer with low flat monthly fee for smartphone connectivity.
7. Company services integrated with FAMILYMATTERS, e.g. calendar, etc as
needed
8. Customer has hyperlink to company service representive
9. All data is encrypted
ADVANTAGES TO NOVAHEAD:
1. NOVAHEAD markets to a few large companies
2. We provide private label global network to companies
3. We partner with phone company and collect $2/month per member
4. We generate revenue by charging $1/month per member with $100M annual
revenue cap with three-year contract.
5. We don't have to advertise nor market to the world.
6. We can provide a private label global network many times over the world
over.
INTELLECTUAL SOFTWARE'S ADVANTAGE IN THE MARKET PLACE:
1. No one is providing a private label global network to companies using
live bi-directional PDA's for their customers. These Software's will.
2. No one is giving private and secure software to their customers with
live bi-directional PDA capability. These Software will.
3. No one has software for the family with the capabilities of
FamilyMatters.
4. Properties produce a large ROI for our customers on many levels:
information speed at hand, new revenue, product loyalty, customer
loyalty, targeted advertising and marketing, unique customer
relationship management.
4. KIDLINK
A unique interface between novahead Global Network, SmackLite and the
Xponential server that allows parents to be able to communicate with their child
all day everywhere. The child has to have at least a alpha-numeric pager or cell
phone to respond. Employees are at the same communication level with the company
and/or any customer. The properties can create speed for the highway of
information that has never has been produced as of this date. Many development
trials have been performed for large business institutions that has proven such
actions. Contracts are pending.
3
5. MISCELLANEOUS EQUIPMENT: NOT DOLLAR BOOKED IN THE ASSET PER AGEEMENT.
1. Eight computers $9,600
2. Six printers: 1,200
3. Five PDA's 1,700
4. Scanner 76
5. CDRW external 150
6. Office furniture 1,000
6. DOMAIN NAME: XXXXXXXX.XXX
7. TRADE NAME: NOVAHEAD, INC.
4
EXHIBIT B
ACQUISITION OF STOCK LETTER
1
ACQUISITION OF STOCK LETTER
October 1, 2001
Xxxxxxxxxxx-Xxxxx, Inc.
C/O K. Xxxx Xxxxxxx, Esq.
0000 X. Xxxxxxxx Xx., Xxxxx 0000
Xxxxxxxxxx XX 00000
Re: Acquisition of the Assets of novahead, Inc. an Arizona Corporation, by
Xxxxxxxxxxx-Xxxxx, Inc., a Colorado Corporation
Gentlemen:
In connection with the acquisition by the undersigned of shares of Common
Stock $.001 par value per shares, (collectively the "Shares") of
Xxxxxxxxxxx-Xxxxx, Inc., a Colorado Corporation (the "Company"), pursuant to the
acquisition of the Assets of novahead, Inc. an Arizona Corporation, noted in the
Agreement herein and as an inducement to issue the Shares to the undersigned,
the undersigned for itself and its successors and assigns, hereby represents,
warrants and agrees with us as follows:
1. The undersigned is acquiring the Shares for investment and not with
a view to the distribution thereof, and is familiar with the meaning of such
representation and covenants and understands the restrictions which are imposed
thereby. More specifically, but without limitation, the undersigned understands
that in the view of the Securities and Exchange Commission, one who acquires
securities for investment is not exempt from the registration requirements of
the Securities Act of 1933, as amended (the "Act"), if one merely acquires such
securities for resale upon the occurrence or nonoccurrence of some predetermined
event or for holding for a fixed or determinable period in the future.
2. The undersigned agrees that a legend reading substantially as
follows may be placed on any and every certificate representing all or any
portion of the Shares:
"The Shares represented by this Certificate have not been registered
under the Securities Act of 1933, as amended. They may not be sold,
assigned or transferred in the absence of an effective Registration
Statement for the Shares under the Securities Act of 1933, as amended,
receipt of a "no action" letter from the Securities and Exchange Commission
or an opinion of counsel satisfactory to the Company that the Registration
is not required under said Act."
The undersigned agrees that the Company will place on its and/or its transfer
agent's books such "Stop Transfer" notice or orders as may be necessary for the
purpose of implementing the terms, covenants, conditions and provisions of this
investment letter.
2
3. The undersigned has been advised that in reliance of the
representations, warranties and agreements herein made by the undersigned, the
issuance and delivery of the Shares to the undersigned will be not registered
under the Act on the ground that the issuance and delivery thereof is exempt
from registrations provisions of the Act by virtue of Section 4 (2) thereof as a
transaction by an issuer not Involving any public offering.
4. The undersigned represents and warrants that the acquisition of the
Shares came about as a result of direct communications between the Officers and
Directors of the Company and the undersigned and did not result from any form of
general advertising or general solicitation including but not limited to,
advertisements or other communications in newspapers, magazines, or other media;
broadcasts on radio or television, seminars or promotional meetings or any
letter, circular or other written communication.
Very truly yours,
novahead, Inc., an Arizona Corporation
By:_____________________________
Xxxxxx X. Xxxxxxx, Chief Executive Officer.
3
EXHIBIT C
NOVAHEAD, INC
CERTIFICATE OF SECRETARY'S RESOLUTIONS
CERTIFICATE OF SECRETARY
NOVAHEAD, INC
(AN ARIZONA CORPORATION)
The undersigned, Mr. Xxxxx Xxxxxxxx, hereby certifies that:
1. I am the duly qualified and acting Secretary of novahead, Inc.
2. The following is a true copy of a resolution adopted by the unanimous
written consent of the Board of Directors of the Corporation at a meeting
on the 28th day of September 2001:
WHEREAS, this Corporation at the Board meeting of September 28th accepted
the terms and conditions of the Agreement For Transfer And Sale Of Property And
Certain Assets between Xxxxxxxxxxx-Xxxxx, Inc. and novahead, Inc. ("novahead")
and ratified the shareholder's vote to sell the Assets of novahead.
To be issued per the terms of the Agreement:
Certificates representing eight million (8,000,000) Common Stock Shares of
Xxxxxxxxxxx-Xxxxx, Inc., at $0.001 par value per Share in exchange for the
Assets of novahead, Inc. pursuant to the Agreement For Transfer And Sale Of
Property And Certain Assets between Xxxxxxxxxxx-Xxxxx, Inc. and novahead,
Inc.
IT WAS RESOLVED, that the President of, Treasurer and the Secretary and/or
Director's of, this Corporation be, and they hereby are, authorized and
instructed to sign the Agreement and comply to all the terms and conditions so
stated in the Agreement by this Corporation, for the considerations stated
therein;
IT WAS FURTHER RESOLVED, that the Officers and/or Director's of this
Corporation be and they hereby are, authorized and directed to execute all
documents and to take such action as they may deem necessary or advisable to
carry out the terms of the Agreement described above.
SLATE of a new Board of Directors was submitted by novahead. The new
directors are: Xxxxxx X. Xxxxxxx, Chairman of the Board; Brain Xxxxxxxx,
Director; Xxxxx XxXxx, Director, and Burk Price, director.
Dated: September 29, 2001 -----------------------------------
MR. XXXXX XXXXXXXX, SECRETARY
EXHIBIT C
XXXXXXXXXXX-XXXXX, INC
CERTIFICATE OF SECRETARY'S RESOLUTIONS
DIRECTORS & OFFICERS RESIGNATIONS
CERTIFICATE OF SECRETARY
XXXXXXXXXXX-XXXXX, INC
(A COLORADO CORPORATION)
The undersigned, Xx. Xxxxx X. Xxxxxxxx, hereby certifies that:
1. I am the duly qualified and acting Secretary of Xxxxxxxxxxx-Xxxxx, Inc.
2. The following is a true copy of a resolution adopted by the unanimous
written consent of the Board of Directors of the Corporation at a meeting
on the 29th day of September 2001:
WHEREAS, this Corporation at the Board meeting of September 29th accepted
the terms and conditions of the Agreement For Transfer And Sale Of Property And
Certain Assets between Xxxxxxxxxxx-Xxxxx, Inc. and novahead, Inc. ("novahead")
and ratified the shareholder's vote to acquire the Assets of novahead. Upon the
completion of the above Agreement, dated October 1, 2001, the Secretary, Mr.
Xxxxx Xxxxxxxx is authorized to sign for the exchange and transfer of the Common
Stock Shares, (indicated below) in return for the Agreement signed by a novahead
designee, which is attached as part of this Certificate of Resolution.
To be issued per the terms of the Agreement:
Certificates representing eight million (8,000,000) Common Stock Shares of
Xxxxxxxxxxx-Xxxxx, Inc., at $0.001 par value per Share in exchange for the
Assets of novahead, Inc. per the Asset Acquisition Agreement.
To be surrendered by the former Directors per the terms of the Agreement:
Certificates representing one million and fifty thousand (1,050,000) Common
Stock Shares of Xxxxxxxxxxx-Xxxxx, Inc., at $0.001 par value per Share,
which leaves a balance of one million two hundred and thirty six thousand
(1,236,000) Common Stock Shares for the former Directors of
Xxxxxxxxxxx-Xxxxx, Inc.
IT WAS RESOLVED, that the President of, Treasurer and the Secretary and/or
Director's of, this Corporation be, and they hereby are, authorized and
instructed to sign the Agreement and comply to all the terms and conditions so
stated in the Agreement by this Corporation, for the considerations stated
therein;
IT WAS FURTHER RESOLVED, that the Officers and/or Director's of this
Corporation be and they hereby are, authorized and directed to execute all
documents and to take such action as they may deem necessary or advisable to
carry out the terms of the Agreement described above.
ELECTION of a new Board of Directors submitted by novahead, Inc. was
effected. The new directors are: Xxxxxx X. Xxxxxxx, Chairman of the Board;
Brain Xxxxxxxx, Director; Xxxxx XxXxx, Director, and Burk Price, director.
RESIGNATIONS of the former Board of Directors were accepted.
Dated: September 29, 2001 -------------------------------------
XX. XXXXX X. XXXXXXXX, SECRETARY
OFFICIAL RESIGNATION
I, Xxxxx X. Xxxxxxxx, pursuant to a Merger Agreement entitled "Agreement
For Transfer And Sale Of Property And Certain Assets by and between novahead,
Inc. (an Arizona Corporation) and Xxxxxxxxxxx-Xxxxx, Inc. (a Colorado
Corporation)" which was approved by 97.55% of the Xxxxxxxxxxx-Xxxxx, Inc. Shares
voting in favor of the exchange and zero voting against the exchange, and 100%
of the novahead, Inc. Shares voting in favor of the exchange and zero voting
against the exchange, knowing of no legal impediment, pending or threatened
litigation against Xxxxxxxxxxx-Xxxxx, Inc. or any other reason, officially
tender my resignation as Secretary of the corporation and as a Director of the
Board of Xxxxxxxxxxx-Xxxxx, Inc.
Dated: October 1, 2001
By:
-------------------------------------------
Xxxxx X. Xxxxxxxx, former Secretary and
former Director of Xxxxxxxxxxx-Xxxxx, Inc.
OFFICIAL RESIGNATION
I, Xxxxxx X. Xxxxxx, pursuant to a Merger Agreement entitled "Agreement For
Transfer And Sale Of Property And Certain Assets by and between novahead, Inc.
(a Arizona Corporation) and Xxxxxxxxxxx-Xxxxx, Inc. (a Colorado Corporation)"
which was approved by 97.55% of the Xxxxxxxxxxx-Xxxxx, Inc. Shares voting in
favor of the exchange and zero voting against the exchange, and 100% of
novahead, Inc. Shares voting in favor of the exchange and zero voting against
the exchange, knowing of no legal impediment, pending or threatened litigation
against Xxxxxxxxxxx-Xxxxx, Inc. or any other reason, officially tender my
resignation as President of the corporation and as a Director of the Board of
Xxxxxxxxxxx-Xxxxx, Inc.
Dated: October 1, 2001
By:
-----------------------------------------------------------
Xxxxxx X. Xxxxxx, former President and
former Chairperson of the Board of Xxxxxxxxxxx-Xxxxx, Inc.
XXXXXXXXXXX-XXXXX, INC.
SPECIAL SHAREHOLDER MEETING
SECRETARY'S REPORT
29th Day of September 2001
10:00 a.m.
Present at the meeting were Xxxxxx X. Xxxxxx, Incorporator, Chairman of the
Board of Directors and President and Xxxxx X. Xxxxxxxx, a Director and corporate
secretary.
Xx. Xxxxxx called the meeting to order. The Chairman noticed all in
attendance that this Special Shareholder Meeting was called to vote on the
acquisition of the assets of novahead, Inc. as recommended by the corporation's
consultant, Act Financial Services, Inc., its president, Xxxxxx X. Xxxxxx and
corporate counsel, Xxxxxxx Xxxx Xxxxxxx, Esq.
The Chairman asked whether any shareholder objected to having the meeting on
short notice. No objection being raised, the Chairman advised the attendees
that failure to raise an objection and attendance at the meeting in person or by
proxy constituted a waiver of the short notice. Again, no objection was raised.
Before proceeding with the business of the meeting, the Chairman called on
the Secretary to read from a complete list of the stockholders of record as of
the 28th day of September 2001. The Chairman asked the Secretary to record the
fact that the stockholders of record received personal notice of the meeting
time. The Secretary reported from the list that two million two hundred and
eighty six thousand (2,286,000) shares were outstanding and eligible to vote on
the matter at hand. The Secretary reported that a quorum was present and that
two million two hundred and thirty thousand (2,230,000) shares of common stock
were represented at the meeting either personally or by proxy.
The Chairman then announced the business of the meeting: The acquisition of
the assets of novahead, Inc. The Chairman asked whether there were any
questions before calling for a vote on the matter. No questions were asked.
The Chairman asked for a motion to approve the acquisition.
A shareholder moved that the acquisition be approved. Another shareholder
seconded the motion.
The Chairman called for a vote on the matter, then called upon the
Secretary to determine how the shareholders voted.
The Secretary announced that the vote was two million two hundred and
thirty thousand(2,230,000) shares or 97.55% for the acquisition and none against
it. The shareholder list of votes is attached to this report.
The Chairman announced that the motion carried and the acquisition of the
assets of novahead, Inc. is hereby approved.
There being no further business to be discussed or conducted, the Chairman
asked for a motion to declare the meeting at an end.
A shareholder moved that the meeting be closed. Another shareholder
seconded the motion.
The Chairman called for a vote. The motion passed. The Chairman adjourned
the meeting.
Approved by:
-------------------------------- -----------------------------------
XXXXXX X. XXXXXX XXXXX X. XXXXXXXX
CHAIRMAN OF THE BOARD SECRETARY
MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS
OF NOVAHEAD, INC., AN ARIZONA CORPORATION
Pursuant to Arizona Statutes this meeting of the Board of Directors of
novahead, Inc. was called without a formal written notice whereat the following
actions were taken:
TIME AND PLACE
The following are the minutes of the meeting of the Board of Directors of
novahead, Inc., an Arizona corporation, held at 0000 Xxxx Xxxxxx Xxx., Xxxxxxx,
XX 00000, on the 28th day of September 2001, at 1:00 p.m., said meeting having
been held on the call of the duly elected directors.
AUTHORITY TO ACT
Present at this meeting were Xxxxxx X. Xxxxxxx, Xxxxx Xxxxxxxx, Xxxxx XxXxx
and Xxxx Xxxxx duly elected directors of the corporation.
SALE OF THE ASSETS OF THE COMPANY
The Directors discussed the matter of selling the assets of the Company to
Xxxxxxxxxxx-Xxxxx, Inc. in exchange for eight million (8,000,000) shares of
Xxxxxxxxxxx-Xxxxx, Inc. Common Stock. On motion duly made, seconded, and
unanimously carried, it was:
RESOLVED, that the Company sell all its assets to Xxxxxxxxxxx-Xxxxx, Inc.
in exchange for eight million (8,000,000) shares of Xxxxxxxxxxx-Xxxxx, Inc.
Common Stock.
DISTRIBUTION OF THE XXXXXXXXXXX-XXXXX, INC. STOCK
The Directors discussed the matter of how to distribute the eight million
(8,000,000) shares of Xxxxxxxxxxx-Xxxxx, Inc. Common Stock. On motion duly
made, seconded, and unanimously carried, it was:
Minutes of the Meeting of the Board of Directors of novahead, Inc.
An Arizona Corporation - Page - 1
RESOLVED, that the following shareholders each receive two million
(2,000,000) shares each of Xxxxxxxxxxx-Xxxxx, Inc. Common Stock:
Xxxxxx X. Xxxxxxx
Xxxxx Xxxxxxxx
Xxxxx XxXxx
Xxxx Price
The undersigned acknowledge this as a true copy of the resolutions hereby
adopted by unanimous, written consent of the Board of Directors
Dated: September 28, 2001
Xxxxx Xxxxxxxx, Secretary
------------------------
Xxxxxx X. Xxxxxxx, C.E.O.
------------------------
APPROVAL OF MINUTES
The foregoing minutes are approved as the acts of the Directors of the
corporation.
Signed: September 28, 2001
Xxxxx Xxxxxxxx, Director
------------------------
Xxxxxx X. Xxxxxxx, Director
------------------------
Xxxxx XxXxx, Shareholder
------------------------
Burk Price, Shareholder
------------------------
Minutes of the Meeting of the Board of Directors of novahead, Inc.
An Arizona Corporation - Page - 2
NOVAHEAD, INC.
SPECIAL SHAREHOLDER MEETING
SECRETARY'S REPORT
28th Day of September 2001
10:00 a.m.
Present at the meeting were Xxxxxx X. Xxxxxxx, Chairman of the Board of
Directors and Chief Executive Officer, Xxxxx Xxxxxxxx, a Director and corporate
Secretary, Xxxxx XxXxx, a Director and Burk Price, a Director.
The Chairman called the meeting to order. The Chairman noticed all in
attendance that this Special Shareholder Meeting was called to vote on the sale
of the assets of novahead, Inc. to Xxxxxxxxxxx-Xxxxx, Inc.
The Chairman asked whether any shareholder objected to having the meeting on
short notice. No objection being raised, the Chairman advised the attendees
that failure to raise an objection and attendance at the meeting in person or by
proxy constituted a waiver of the short notice. Again, no objection was raised.
Before proceeding with the business of the meeting, the Chairman called on
the Secretary to read from a complete list of the stockholders of record as of
the 27th day of September 2001. The Chairman asked the Secretary to record the
fact that the stockholders of record received personal notice of the meeting
time. The Secretary reported from the list that eight million (8,000,000)
shares were outstanding and eligible to vote on the matter at hand. The
Secretary reported that a quorum was present and that eight million (8,000,000)
shares of common stock were personally represented at the meeting.
The Chairman then announced the business of the meeting: The sale of the
assets of novahead, Inc. to Xxxxxxxxxxx-Xxxxx, Inc. The Chairman asked whether
there were any questions before calling for a vote on the matter. No questions
were asked. The Chairman asked for a motion to approve the acquisition.
A shareholder moved that the sale be approved. Another shareholder seconded
the motion.
The Chairman called for a vote on the matter, then called upon the
Secretary to determine how the shareholders voted.
The Secretary announced that the vote was 8,000,000 shares or 100% for the
acquisition and none against it. The shareholder list of votes is attached to
this report.
The Chairman announced that the motion carried and the sale of the assets
of novahead, Inc. to Xxxxxxxxxxx-Xxxxx, Inc. is hereby approved.
There being no further business to be discussed or conducted, the Chairman
asked for a motion to declare the meeting at an end.
A shareholder moved that the meeting be closed. Another shareholder
seconded the motion.
The Chairman called for a vote. The motion passed. The Chairman adjourned
the meeting.
Approved by:
----------------------------- ---------------------------------
XXXXXX X. XXXXXXX XXXXX XXXXXXXX
CHAIRMAN OF THE BOARD SECRETARY
