EX-2 AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT (the "Plan" or "Merger") is made this 24th day of
September, 2004, by and between X-X International, LTD, a Nevada
corporation ("WJI"); InZon Corporation, a Delaware corporation
("INZ"); and all of the holders of common shares of INZ listed in
Exhibit A hereof (collectively, the "INZ Stockholders");
WITNESSETH:
WHEREAS, the respective Boards of Directors of WJI and INZ have
deemed it advisable and in the best interests of their respective
stockholders and have adopted certain resolutions whereby INZ will
merge into WJI in a tax free merger pursuant to the provisions of
Section 368(a)(1)(A) of the Internal Revenue Code and the applicable
provisions of the Nevada Revised Statutes and the General Corporation
Law, and whereby the INZ Stockholders will receive shares of common
stock of WJI in consideration of such merger;
NOW, THEREFORE, in consideration of the premises and of the
mutual agreement of the parties hereto, and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, IT IS AGREED, to-wit:
ARTICLE I. PLAN OF MERGER
1.1. Merger and Surviving Corporation. INZ will merge into WJI,
with WJI being the surviving corporation (the "Surviving
Corporation"); the separate existence of INZ shall cease, and the name
of the Surviving Corporation shall be changed to "inZon Corporation."
At the closing of the Merger (the "Closing"), the Articles of
Incorporation of WJI shall be restated in the form set forth in the
attached Exhibit B, and shall thereafter serve as the Articles
Incorporation of the Surviving Corporation; at the Closing, the By-
laws of WJI shall be restated in the form set forth in the attached
Exhibit B-1, and shall thereafter serve as the By-laws of the
Surviving Corporation.
1.2. Share Conversion. Subject to the amendment to the Articles
of Incorporation of the Surviving Corporation outlined in Section 1.8
hereof, the 26,215,944 shares of issued, outstanding or subscribed
common stock of INZ (collectively, the "INZ Shares") shall, upon the
effective date of the Plan, be converted into 26,215,944 shares of
common stock of WJI, as outlined in Exhibit A.
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 INZ; and all and singular, the rights, privileges, powers
and franchises of INZ, and all property, real, personal and mixed, and
all debts due to INZ on whatever account, as well for stock
subscriptions as all other things in action or belonging to INZ 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 INZ, and the title to any real estate
vested by deed or otherwise in INZ 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 INZ shall be preserved unimpaired, and all
debts, liabilities and duties of INZ 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 INZ 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 INZ. The employees of INZ 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
INZ. The federal tax identification number of INZ shall continue to be
used as the employer identification number of the Surviving Corporation.
1.5. Survivor's Rights to Assets, Liabilities, Reserves, Etc. The
assets, liabilities, reserves and accounts of INZ 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 INZ, subject to
such adjustments or eliminations of inter-company items as may be
appropriate in giving effect to the Plan, or as required by generally
accepted accounting principles.
1.6. Directors and Executive Officers. On Closing, the present
directors and executive officers of INZ shall be designated as
directors and executive officers of the Surviving Corporation, until
the next respective annual meetings of the stockholders and Board of
Directors of the Surviving Corporation, and until their respective
successors shall be elected and qualified or until their respective
prior resignations or terminations, and the current directors and
executive officers of the Surviving Corporation shall resign, in seriatim.
1.7. Principal Office. The principal executive office of the
Surviving Corporation shall be located at 000 Xxxxxxxxx 00xx Xxxxxx,
Xxxxxx Xxxxx, Xxxxxxx 00000.
1.8. Amendments to Articles of Incorporation of WJI. The Articles
of Incorporation of WJI shall have been amended to effect a pre-Plan
reverse split of its outstanding voting securities, reducing the
issued and outstanding shares of WJI to 3,735,772 (while retaining the
current authorized capital and par value), and shall at closing be
amended (a) to change its name to "InZon Corporation", and (b) to
adopt and restate the articles of WJI as set forth in Exhibit B.
1.9. Adoption. The Plan shall be adopted by the Board of
Directors of and persons owning in excess of 50% of the outstanding
voting securities of WJI, and by the Board of Directors of INZ and all
of the INZ Stockholders.
1.10. Dissenters' Rights and Notification. The Surviving
Corporation shall give the required notification to dissenting
stockholders of WJI pursuant to the provisions of the Nevada Revised
Statutes, and shall be responsible to such dissenting stockholders as
provided therein. Since the Plan requires the affirmative vote of 100%
of the INZ Stockholders, no dissenters' rights are afforded the INZ
Stockholders under the Delaware General Corporation Law.
1.11. Delivery of Certificates by the INZ Stockholders. The
transfer of the INZ Shares by the INZ Stockholders shall be effected
by the delivery to WJI or its transfer agent of certificates
representing the INZ Shares, endorsed in blank or accompanied by stock
powers executed in blank, with all signatures witnessed or guaranteed
to the satisfaction of WJI and INZ and with any necessary transfer
taxes and other revenue stamps affixed and acquired at the expense of
the INZ Stockholders, and on receipt thereof to the satisfaction of
the Surviving Corporation, a stock certificate representing shares in
WJI as outlined in Exhibit A shall be issued and delivered to each of
the INZ Stockholders; as a condition to the exchange of the INZ
Shares, WJI and the Surviving Corporation shall require the INZ
Stockholders to execute and deliver a transmittal letter (each an
"Investment Letter") as outlined in Section 4.12 hereof,
acknowledging, among other things, the prior receipt of certain
material information respecting WJI and that the shares of WJI to be
received in exchange for the INZ 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 INZ
Stockholders, unless an exemption from such registration is available
for any such sale.
1.12. Further Assurances. At the Closing and from time to time
thereafter, the parties shall execute such additional instruments and
take such other actions as may be reasonably required or necessary to
carry out the terms and provisions hereof.
1.13. Effective Date. The effective date of the Plan (the
"Effective Date") shall be the date when the parties' Articles of
Merger are filed and accepted by the Secretary of State of the State
of Nevada, and at such time as all of the applicable provisions of the
Nevada Revised Statutes and the Delaware General Corporation Law have
been satisfied.
ARTICLE II. CLOSING
2.1. The Closing contemplated by Section 1.1 shall be held at the
principal executive offices of WJI, at 00 Xxxxxxxx Xxxxxx,
Xxxxxxxxxxx, Xxxxxxxxx 00000, not later than ten (10) 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 express
mail or other courier service, conference telephone communications or
as otherwise agreed by the respective parties or their duly authorized
representatives.
ARTICLE III. REPRESENTATIONS AND WARRANTIES OF WJI
WJI represents and warrants, and covenants with, INZ and the INZ
Stockholders as follows:
3.1. Corporate Status. WJI 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. WJI is a publicly held company, having previously and
lawfully offered and sold a portion of its securities in accordance
with applicable federal and state securities laws, rules and
regulations. There is presently no public market for these or any
other securities of WJI, though the shares of common stock of WJI have
been previously quoted under the Symbol "WJIL."
WJI has no subsidiaries.
3.2. Capitalization. The authorized capital stock of WJI consists
of 500,000,000 shares of common stock, having a par value of $0.001
per share. As of the date of this Plan, 3,735,772 shares of common
stock are issued and outstanding, all duly authorized, validly issued,
fully paid and non-assessable. Except as indicated 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 WJI.
3.3. Financial Statements. The financial statements of WJI
furnished to the INZ Stockholders and INZ, consisting of audited
financial statements for the years ended September 30, 2003 and 2002,
and unaudited financial statements for the nine months ended June 30,
2004, all of which are attached hereto as Exhibit C and incorporated
herein, are correct and fairly present the financial condition of WJI
at such dates and for the years 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 in order to make the
statements made, in light of the circumstances under which they were
made, not misleading.
3.4. Undisclosed Liabilities. WJI 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 (a) changes in
financial condition, assets, liabilities or business of WJI which, in
the aggregate, have been materially adverse; (b) damages, destruction
or losses of or to property of WJI, payments of any dividend or other
distribution in respect of any class of stock of WJI, or any direct or
indirect redemption, purchase or other acquisition of any class of any
such stock; or (c) increases paid or agreed to in the compensation,
retirement benefits or other commitments to employees.
3.6. Title to Property. WJI has good and marketable title to all
properties and assets, real and personal, reflected in its balance
sheets, and the properties and assets of WJI are subject to no
mortgage, pledge, lien or encumbrance, except for liens shown 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 WJI, threatened, against or relating to WJI, its
properties or business, except as set forth in Exhibit D, that,
individually or in the aggregate, could reasonably be expected to have
a material adverse effect. Further, no officer, director or person who
may be deemed to be an affiliate of WJI is party to any material legal
proceeding which could have an adverse effect on WJI (financial or
otherwise), and none is party to any action or proceeding wherein any
such officer, director or person has an interest adverse to WJI.
3.8. Books and Records. From the date of this Plan to the
Closing, WJI will (a) give to the INZ Stockholders and INZ 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 INZ Stockholders and INZ or their
respective representatives may inspect and audit them; and (b) furnish
such information concerning the properties and affairs of WJI as the
INZ Stockholders and INZ or their respective representatives may
reasonably request.
3.9. Tax Returns. WJI 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), WJI and its representatives will keep confidential any
information which they obtain from the INZ Stockholders or from INZ
concerning the properties, assets and business of INZ. If the
transactions contemplated by this Plan are not consummated by October
1, 2004, WJI will return to INZ all written matter with respect to INZ
obtained by WJI in connection with the negotiation or consummation of
this Plan.
3.11. Corporate Authority. WJI has full corporate power and
authority to enter into this Plan and to carry out its obligations
hereunder and will deliver to the INZ Stockholders and INZ or their
respective 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.
3.12. Due Authorization. The execution of this Plan and
performance by WJI hereunder have been duly authorized by all
requisite corporate action on the part of WJI, and this Plan
constitutes a valid and binding obligation of WJI and performance
hereunder will not violate any provision of the Articles of
Incorporation, Bylaws, agreements, mortgages or other commitments of WJI.
3.13. Access to Information Regarding INZ. WJI acknowledges that
it has been delivered copies of what has been represented to be
documentation containing all material information respecting INZ and
its present and contemplated business operations, potential
acquisitions, management and other factors; that it has had a
reasonable opportunity to review such documentation and discuss it, to
the extent desired, with its legal counsel, directors and executive
officers; that it has had, to the extent desired, the opportunity to
ask questions of and receive responses from the directors and
executive officers of INZ, and with the legal and accounting firms of
INZ, with respect to such documentation; and that to the extent
requested, all questions raised have been answered to its complete
satisfaction. WJI has conducted such investigations and received such
advice as has been necessary to confirm that, as of the date of this
Plan, the share conversion provided in Section 1.2 of the Plan is fair
to the stockholders of WJI.
3.14. Governmental Approval; Consents. No authorization, license,
permit, franchise, approval, order or consent of, and no registration,
declaration or filing by WJI with any governmental authority, domestic
or foreign, federal, state or local, is required in connection with
WJI's execution, delivery and performance of this Plan or the
consummation of the transactions contemplated thereby. No consents of
any other parties are required to be received by or on the part of WJI
or to enable WJI to enter into and carry out this Plan.
3.15. No Omission or Untrue Statement. No representation or
warranty made by WJI to INZ in this Plan, or in any certificate of an
WJI officer required to be delivered to INZ pursuant to the terms of
this Plan, contains or will contain any untrue statement of a material
fact, or omits or will omit to state a material fact necessary to make
the statements contained herein or therein not misleading as of the
date hereof and as of the Closing.
3.16. Tax and Accounting Matters. WJI has not, to its best
knowledge and based upon consultation with its counsel and independent
auditors, taken or agreed to take any action that (without giving
effect to this Plan, the transactions contemplated hereby or actions
related thereto, or any action agreed to be taken by INZ, the INZ
Stockholders or any of their affiliates) would prevent the Surviving
Corporation from accounting for the business combination to be
effected by the Merger as a "tax free" reorganization for tax purposes.
ARTICLE IV. REPRESENTATIONS, WARRANTIES AND COVENANTS
OF INZ AND THE INZ STOCKHOLDERS
INZ and the INZ Stockholders represent and warrant to, and
covenant with, WJI as follows:
4.1. INZ Shares. The INZ Stockholders are the record and
beneficial owners of all of the INZ Shares listed in Exhibit A, free
and clear of adverse claims of third parties; and Exhibit A correctly
sets forth the names, addresses and the number of INZ Shares owned by
the INZ Stockholders.
4.2. Corporate Status.
a. INZ is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware 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.
b. INZ has no subsidiaries
4.3. Capitalization. The authorized capital stock of INZ consists
of 100,000,000 shares of common voting stock, $.01 par value, of which
26,215,944 shares are issued and outstanding, all fully paid and non-
assessable. Except as set forth in Exhibits A and F, attached hereto
and incorporated herein by reference, there are no outstanding
options, warrants or calls pursuant to which any person has the right
to purchase any authorized and un-issued capital stock of INZ.
4.4. Financial Statements. The financial statements of INZ
furnished to WJI, consisting of an unaudited balance sheet, income
statement and statement of cash flow at August 31, 2004, and for the
period ended August 31, 2004 (including the schedules thereto),
attached hereto as Exhibit E and incorporated herein by reference, are
correct and fairly present the financial condition of INZ as of said
dates and for the periods involved, and, to the best knowledge of INZ
and the INZ Stockholders, such statements were prepared in accordance
with generally accepted accounting principles consistently applied,
except as set forth in Exhibit F. These financial statements do not
contain any untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements made, in light
of the circumstances under which they were made, not misleading.
4.5. Undisclosed Liabilities. INZ has no material liabilities of
any nature except to the extent reflected or reserved against in its
said 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 F.
4.6. Interim Changes. Since the date of its latest such balance
sheet, except as set forth in Exhibit F, there have been no:
a. Changes in the financial condition, assets, liabilities or
business of INZ, that, in the aggregate, have been materially
adverse;
b. Damages, destruction or loss of or to the property of INZ,
payment of any dividend or other distribution in respect of the
capital stock of INZ, or any direct or indirect redemption,
purchase or other acquisition of any such stock; or
c. Increases paid or agreed to in the compensation, retirement
benefits or other commitments to their employees.
4.7. Title to Property. INZ has good and marketable title to all
properties and assets, real and personal, proprietary or otherwise,
reflected in its said balance sheets, and such properties and assets
of INZ are subject to no mortgage, pledge, lien or encumbrance, except
as reflected in the said balance sheet 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 INZ, threatened, against or relating to INZ or its
properties or business, except as set forth in Exhibit F, that,
individually or in the aggregate, could reasonably be expected to have
a material adverse effect. Further, no officer, director or person
who may be deemed to be an affiliate of INZ is party to any material
legal proceeding which could have an adverse effect on INZ (financial
or otherwise), and none is party to any action or proceeding wherein
any such officer, director or person has an interest adverse to INZ.
4.9. Books and Records. From the date of this Plan to the
Closing, the INZ Stockholders will cause INZ to (a) give to WJI 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 WJI may inspect and audit them; and (b) furnish
such information concerning the properties and affairs of INZ as WJI
may reasonably request.
4.10. Tax Returns. Except as set forth in Exhibit F, INZ 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), INZ, the INZ Stockholders and their
representatives will keep confidential any information which they
obtain from WJI concerning its properties, assets and business. If the
transactions contemplated by this Plan are not consummated by October
1, 2004, INZ and the INZ Stockholders will return to WJI all written
matter with respect to WJI obtained by them in connection with the
negotiation or consummation of this Plan.
4.12. Investment Intent. The INZ Stockholders are acquiring the
shares to be exchanged and delivered to them under this Plan for
investment and not with a view to the sale or distribution thereof,
and the INZ Stockholders have no commitment or present intention to
liquidate WJI or to sell or otherwise dispose of the WJI shares. Each
of the INZ Stockholders shall execute and deliver to WJI on the
Closing an Investment Letter in the form attached hereto as Exhibit G
and incorporated herein by reference, acknowledging the "unregistered"
and "restricted" nature of the shares of WJI being received under the
Plan in exchange for the INZ Shares, and receipt of certain material
information regarding WJI.
4.13. Corporate Authority. INZ has full corporate power and
authority to enter into this Plan and to carry out its obligations
hereunder and will deliver to WJI or its representative 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. Execution of this Plan and performance
by INZ hereunder have been duly authorized by all requisite corporate
action on the part of INZ, and this Plan constitutes a valid and
binding obligation of INZ and performance hereunder will not violate
any provision of the Certificate of Incorporation, Bylaws, agreements,
mortgages or other commitments of INZ.
4.15. Access to Information Regarding WJI. INZ and the INZ
Stockholders acknowledge that they have been delivered copies of what
has been represented to be documentation containing all material
information respecting WJI 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 WJI, and with the legal
and accounting firms of WJI, with respect to such documentation; and
that to the extent requested, all questions raised have been answered
to their complete satisfaction. INZ and the INZ Stockholders have
conducted such investigations and received such advice as has been
necessary to confirm that, as of the date of the Plan, the share
conversion provided in Section 1.2 of the Plan is fair to the INZ
Stockholders.
4.16. Governmental Approval; Consents. No authorization, license,
permit, franchise, approval, order or consent of, and no registration,
declaration or filing by INZ with any governmental authority, domestic
or foreign, federal, state or local, is required in connection with
INZ's execution, delivery and performance of this Plan or the
consummation of the transactions contemplated hereby. No consents of
any other parties are required to be received by or on the part of INZ
or the INZ Stockholders to enable INZ or the INZ Stockholders to enter
into and carry out this Plan.
4.17. No Omission or Untrue Statement. No representation or
warranty made by INZ or the INZ Stockholders to WJI in this Plan, or
in any certificate of an INZ officer required to be delivered to WJI
pursuant to the terms of this Plan, contains or will contain any
untrue statement of a material fact, or omits or will omit to state a
material fact necessary to make the statements contained herein or
therein not misleading as of the date hereof and as of the Closing.
4.18. Tax and Accounting Matters. INZ and the INZ Stockholders
have not, to any of their best knowledge and based upon consultation
with their counsel and independent auditors, taken or agreed to take
any action that (without giving effect to this Plan, the transactions
contemplated hereby or actions related thereto, or any action agreed
to be taken by WJI or any of its affiliates) would prevent the
Surviving Corporation from accounting for the business combination to
be effected by the Merger as a "tax free" reorganization for tax purposes.
ARTICLE V. CONDUCT OF INZ PENDING THE CLOSING
Except as otherwise provided herein, INZ agrees that it 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 By-laws of INZ.
5.2. Capitalization, etc. INZ 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. INZ 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 WJI, enter into any material commitments except in the
ordinary course of business.
5.4. Permitted Transactions. Notwithstanding the foregoing, INZ
shall be entitled, prior to the Closing, to continue negotiations and
actions to further consummation of any and/or all of the transactions
pending or presently under consideration by INZ as of the date of this
Plan, all as more particularly described in Exhibit H.
ARTICLE VI. CONDUCT OF WJI PENDING THE CLOSING
Except as otherwise provided herein, WJI agrees that it will
conduct itself in the following manner pending the Closing:
6.1. Articles of Incorporation and Bylaws. Except as expressly
contemplated herein, no change will be made in the Articles of
Incorporation or Bylaws of WJI.
6.2. Capitalization, Etc. Except as expressly contemplated
herein, WJI 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. WJI 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 INZ and the INZ Stockholders, enter into any material
commitments except in the ordinary course of business.
ARTICLE VII. CONDITIONS PRECEDENT TO
OBLIGATIONS OF WJI
All obligations of WJI under this Plan are subject, at its
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 INZ and the INZ Stockholders
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. INZ and the INZ Stockholders shall have
performed and complied with all of the terms and conditions required
by this Plan to be performed or complied with by them before the Closing.
7.3. Officer's and Stockholder's Certificate. WJI shall have been
furnished with a certificate signed by the President of INZ and the
INZ Stockholders, attached hereto as Exhibit I and incorporated herein
by reference, dated as of the Closing, certifying:
a. That all representations and warranties of INZ and the INZ
Stockholders contained herein are true and correct; and
b. That since the latest date of the financial statements of INZ
(Exhibit E), there has been no material adverse change in the
financial condition, business or properties of INZ, taken as a
whole.
7.4. Opinion of Counsel of INZ. WJI shall have received an
opinion of counsel for INZ, dated as of the Closing, to the effect that:
a. The representations of Sections 4.2, 4.3 and 4.13 are
correct;
b. Except as specified in the opinion, counsel knows of no
inaccuracy in the representations in 4.6, 4.7 or 4.8; and
c. The INZ Shares to be delivered to WJI under this Plan will,
when so delivered, have been validly issued, fully paid and non-
assessable.
7.5. Books and Records. The INZ Stockholders or the Board of
Directors of INZ shall have caused INZ to make available all books and
records of INZ, including minute books and stock transfer records;
provided, however, only to the extent requested in writing by WJI at Closing.
7.6. Acceptance by INZ Stockholders. The terms of this Plan shall
have been accepted by all of the INZ Stockholders, by their execution
and delivery of a copy of the Plan and related instruments.
ARTICLE VIII. CONDITIONS PRECEDENT TO OBLIGATIONS OF
INZ AND THE INZ STOCKHOLDERS
All obligations of INZ and the INZ Stockholders 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 WJI 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. WJI shall have performed and complied with
all of the terms and conditions required by this Plan to be performed
or complied with by it before the Closing.
8.3. Officers' Certificate. INZ and the INZ Stockholders shall
have been furnished with a certificate signed by the President of WJI,
in the form attached hereto as Exhibit J and incorporated herein by
reference, dated as of the Closing, certifying:
a. That all representations and warranties of WJI contained
herein are true and correct; and
b. That since the date of the financial statements of WJI
(Exhibit C hereto), there has been no material adverse change in
the financial condition, business or properties of WJI, taken as
a whole.
8.4. Opinion of Counsel of WJI. INZ and the INZ Stockholders
shall have received an opinion of counsel for WJI, dated as of the
Closing, to the effect that:
a. The representations of Sections 3.1, 3.2 and 3.12 are
correct;
b. Except as specified in the opinion, counsel knows of no
inaccuracy in the representations in 3.5, 3.6 or 3.7; and
c. The shares of WJI to be issued to the INZ Stockholders under
this Plan will, when so issued, be validly issued, fully paid and
non-assessable.
8.5. Assets and Liabilities of WJI. WJI shall have no material
assets and no liabilities at Closing, and all costs, expenses and fees
incident to the Plan incurred by WJI in excess of $5,000, shall have
been paid.
8.6. Resignation of Directors and Executive Officers and
Designation of New Directors and Executive Officers. WJI shall have
obtained and provided INZ with copies of written resignations from
each of its directors and officers, which resignations shall be
effective: (a) with respect to officers of WJI, at the Closing, and
(b) with respect to directors of WJI, at the Closing after the
individuals set forth below have been appointed to the Board of
Directors (the "Board Transition Date"). WJI shall have taken all
action to cause Xxxxx X. Xxxx, Xxxxxx Xxx, and Xxxxxxx Xxx to be
appointed to its Board of Directors effective as of the date of
Closing, and to have the following persons appointed effective as of
the date of Closing to the offices indicated:
Xxxxx X. Xxxx Chief Executive Officer and Chairman of the
Board of Directors
Xxx X. Xxxxx President and Chief Operating Officer
Xxxxxxx Xxx Chief Financial Officer
M. Xxx Xxxx III Vice President
8.7. Reverse Split, Name Change and Amended Articles of WJI.
Persons owning a majority of the outstanding voting securities of WJI
shall have consented, in accordance with the Nevada Revised Statutes,
to effect a reclassification and decrease of its outstanding voting
securities, to a change in the name of WJI, and to amend and restate
its articles of incorporation, all as outlined in Section 1.8 hereof.
8.8. Tax Opinion. INZ shall have received a written opinion from
its counsel, in form and substance reasonably satisfactory to it to
the effect that the Merger will constitute a reorganization within the
meaning of Section 368(a) of the Code with respect to the WJI shares
to be received by the INZ Stockholders in the Merger. In rendering
such opinion, such counsel may rely upon the representations and
certificates of INZ and WJI provided for herein.
ARTICLE IX. TERMINATION
9.1. Prior to Closing, this Plan may be terminated:
a. By mutual consent in writing;
b. By either the Directors of WJI or the INZ Stockholders and INZ
if there has been a material misrepresentation or material breach
of any warranty or covenant by the other party; or
c. By either the Directors of WJI or the INZ Stockholders and INZ
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 2.1.
ARTICLE X. 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 WJI. WJI agrees to indemnify and hold INZ
and the INZ Stockholders 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 WJI herein or in any
exhibit hereto, (iii) any materially misleading information
furnished by WJI herein or in any exhibit hereto, (iv) any breach
by WJI of any representation, warranty or covenant herein or in
any exhibit hereto, or (v) any debt or other obligation of WJI
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 INZ or the INZ Stockholders 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 INZ and INZ Stockholders. INZ and the INZ
Stockholders agree to indemnify and hold WJI 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 INZ or the INZ
Stockholders herein or in any exhibit hereto (ii) any
misrepresentation or omission by INZ or the INZ Stockholders
herein or in any exhibit hereto or (iii) any materially
misleading information furnished by INZ or the INZ Stockholders
herein or in any exhibit hereto; and
b. All reasonable costs and expenses (including reasonable
attorneys' fees) incurred by WJI 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 Article 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.
ARTICLE XI. 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 actions 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. Tax-free Reorganization. The parties intend that the Merger
be treated as a tax free reorganization under Section 368(a) of the
Internal Revenue Code of 1986, as amended.
11.3. 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.
11.4. Brokers. Each party represents to the other parties
hereunder that no broker or finder has acted for them 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 them.
11.5. 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 WJI:
X-X International, LTD
Attn: Xxxxxx X. Xxxx, President
00 Xxxxxxxxx Xxxxxx
Xxxxxxxxxxx XX 00000
Facsimile: (000) 000-0000
If to INZ:
inZon Corporation
Attn: Xxxxx Xxxx, President
000 Xxxxxxxxx Xxxxx Xxxxxx
Xxxxxx Xxxxx XX 00000
Facsimile: (000) 000-0000
If to INZ Stockholders: The addresses listed in their
Counterpart Signature pages of this Agreement
11.6. Entire Agreement. This Plan constitutes the entire
agreement among 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.
11.7. 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.
11.8. Governing Law. This Plan shall be governed by and construed
and enforced in accordance with the laws of the State of Minnesota,
except to the extent pre-empted by federal law, in which event (and to
that extent only), federal law shall govern.
11.9. 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.
11.10. 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.
11.11. Severability. Any provision of this Plan which is invalid
or unenforceable shall be ineffective only to the extent of such
invalidity or unenforceability without invalidating or rendering
unenforceable the remaining provisions of this Agreement.
11.12. Time. Time is of the essence of this Plan.
11.13. Attorneys' Fees. If any legal action, arbitration or other
proceeding is brought for the enforcement of this Plan, or because of
any alleged dispute, breach, default or misrepresentation in
connection with any of the provisions of this Plan, the successful or
prevailing party shall be entitled to recover reasonable attorneys'
fees and other costs incurred therein, in addition to any other relief
to which it or they may be entitled. The court or arbitrator shall
consider, in determining the prevailing party:
a. Which party obtains relief which most nearly reflects the
remedy or relief which the parties sought, and
b. Any settlement offers made prior to commencement of the
trial in the proceeding.
IN WITNESS WHEREOF, the parties have executed this Agreement and
Plan of Merger effective the day and year first above written.
X-X INTERNATIONAL, LTD
/s/ Xxxxxx X. Xxxx
Date: 9/24/2004 Xxxxxx X. Xxxx, President
INZON CORPORATION
/s/ Xxxxx Xxxx
Date: 9/24/2004 Xxxxx Xxxx, President
INZ STOCKHOLDERS:
/s/ Xxxxx X. Xxxx
Date: 9/24/2004 Xxxxx X. Xxxx
/s/ Xxxxxxx X. Xxxx
Date: 9/24/2004 Xxxxxxx X. Xxxx
/s/ Xxx X. Xxxxx
Date: 9/24/2004 Xxx X. Xxxxx
/s/ M. Xxx Xxxx
Date: 9/24/2004 M. Xxx Xxxx
Date: 9/22/2004 Executive Financial Group, Inc.
By: /s/ M. Xxx Xxxx
M. Xxx Xxxx, President
Written Consent Resolutions, executed by the following INZ
Stockholders, approving the Merger, waiving dissenters' rights, and
authorizing the President of INZ to negotiate this Agreement in their
behalf, are on file in the Company records of INZ:
Xxxxxx Xxx
Xxxxx Xxxxxxx
Xxxxx Xxxx
Xxxx Xxxx Xxxxxxx
Xxxx Xxxxxxx
Xxxxxxx Xxxxxxxx
Xxxxxxx Xxxxx
Xxxx Xxxxxx
EXHIBIT A
IDENTIFICATION OF INZON CORPORATION STOCKHOLDERS
Number of INZ Number of INZ Number of WJI Shares
Common Shares Warrants or Convertible to be Received in
Name(s) and Address(es) Owned Debentures Owned Exchange
Xxxxx X. Xxxx
and Xxxxxxx X. Xxxx
C/O inZon Corporation
000 XX 0xx Xxx
Xxxxxx Xxxxx XX 10,940,675 0 10,940,675
Xxx X. Xxxxx
C/O inZon Corporation
000 XX 0xx Xxx
Xxxxxx Xxxxx XX 00000 10,940,675 0 10,940,675
M. Xxx Xxxx
C/O inZon Corporation
000 XX 0xx Xxx
Xxxxxx Xxxxx XX 00000 1,273,297 0 1,273,297
Executive Financial Group,
Inc.
00000 XxxxxXxxx
Xxx Xxxxxxx XX 00000 2,023,297 0 2,023,297
Xxxxxx Xxx
C/O inZon Corporation
000 XX 0xx Xxx
Xxxxxx Xxxxx XX 00000 500,000 0 500,000
Xxxxx Xxxxxxx
C/O inZon Corporation
000 XX 0xx Xxx
Xxxxxx Xxxxx XX 00000 125,000 0 125,000
Xxxxx Xxxx
C/O inZon Corporation
000 XX 0xx Xxx
Xxxxxx Xxxxx XX 00000 125,000 0 125,000
Xxxx Xxxx Xxxxxxx
C/O inZon Corporation
000 XX 0xx Xxx
Xxxxxx Xxxxx XX 00000 20,000 0 20,000
Xxxx Xxxxxxx
C/O inZon Corporation
000 XX 0xx Xxx
Xxxxxx Xxxxx XX 00000 20,000 0 20,000
Xxxxxxx Xxxxxxxx
C/O inZon Corporation
000 XX 0xx Xxx
Xxxxxx Xxxxx XX 00000 4,000 0 4,000
Xxxxxxx Xxxxx
C/O inZon Corporation
000 XX 0xx Xxx
Xxxxxx Xxxxx XX 00000 44,000 0 44,000
Xxxx Xxxxxx
X/X Xxxxxxx Xxxxxxx
00 Xxxxxx Xxxxx
Xxxxxx Xxxxxx XX 00000 200,000 0 200,000
Totals: 26,215,944 0 26,215,944
EXHIBIT B
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
X-X INTERNATIONAL, LTD
The undersigned, X-X INTERNATIONAL, LTD, a Nevada
corporation (the "Corporation"), for the purpose of amending and
restating the Articles of Incorporation of the Corporation, in
accordance with the applicable provisions of the Nevada Revised
Statutes, as from time to time amended (the "NRS"), does hereby make
and execute these Amended and Restated Articles of Incorporation and
does hereby certify that:
I. The name of the Corporation is X-X INTERNATIONAL, LTD.
Its original articles of incorporation were filed with the Secretary
of State of Nevada on December 20, 2001.
II. Upon a proposal recommended and submitted to the
majority stockholders of the Corporation by the Corporation's
directors pursuant to Section 78.315 of the NRS, resolutions setting
forth the within Amended and Restated Articles of Incorporation of the
Corporation were duly adopted by majority vote of the stockholders of
the Corporation by written consent, in accordance with Section 78.320
of the NRS.
III. The Amended and Restated Articles of Incorporation of
the Corporation submitted and recommended by the Corporation's
directors and approved by the majority stockholders of the Corporation
read as follows;
"ARTICLE ONE. The name of the Corporation is 'INZON CORPORATION'.
ARTICLE TWO. The address of the Corporation's registered office in the
State of Nevada is 0000 Xxxxx Xxxxxxx Xxxxxx, Xxxxx 0, Xxx Xxxxx
XX 00000, and the name of its registered agent at that address is
INCORP SERVICES, INC.
ARTICLE THREE. The nature of the business or purposes to be
conducted or promoted by the Corporation is to engage in any
lawful act or activity for which corporations may be organized
under the laws of the State of Nevada, as amended from time to
time. In addition to the powers and privileges conferred upon the
Corporation by law and those incidental thereto, the Corporation
shall possess and may exercise all the powers and privileges which
are necessary or convenient to the conduct, promotion or
attainment of the business or purposes of the Corporation.
ARTICLE FOUR. The aggregate number of shares of all classes
of stock which the Corporation shall have authority to issue is
Five Hundred Million (500,000,000), consisting of shares of Common
Stock, $.001 par value (the "Common Stock").
All or any part of the shares of the Common Stock may be
issued by the Corporation from time to time and for such
consideration as may be determined and fixed by the Board of
Directors, as provided by law, with due regard to the interest of
the existing shareholders; and when consideration for these shares
has been received by the Corporation, the shares shall be deemed
fully paid. The rights, limitations and restrictions in respect
of the Common Stock are as follows:
A. COMMON STOCK
1. Voting. Each holder of Common Stock shall be entitled to
one vote for each share of Common Stock held on all matters as to
which holders of Common Stock shall be entitled to vote. Anything
contained in these Amended and Restated Articles of Incorporation
to the contrary notwithstanding, the number of authorized shares
of Common Stock may be increased or decreased (but not below the
number of shares thereof then outstanding or reserved for issuance
upon the conversion, exercise or exchange of securities, options,
warrants or rights then outstanding) by the affirmative vote of
the holders of a majority of the shares of Common Stock, voting
together as one class. In any election of directors, no holder of
Common Stock shall be entitled to cumulate his votes by giving one
candidate more than one vote per share.
2. Other Rights. Each share of Common Stock issued and
outstanding shall be identical in all respects one with the other,
and no dividends shall be paid on any shares of Common Stock
unless the same dividend is paid on all shares of Common Stock
outstanding at the time of such payment. Except as may be provided
by law, the holders of Common Stock shall have all other rights of
stockholders, including, but not by way of limitation, (i) the
right to receive dividends, when and as declared by the Board of
Directors out of assets legally available therefor, and (ii) in
the event of any distribution of assets upon liquidation,
dissolution or winding up of the Corporation or otherwise, the
right to receive ratably and equally all the assets and funds of
the Corporation which they are entitled to receive upon such
liquidation, dissolution or winding up of the Corporation as
herein provided.
B. REVERSE STOCK SPLIT RESTRICTION
The Corporation shall not be entitled, for a period of one
(1) year after the effective date of these Amended and Restated
Articles of Incorporation, to effect any reverse split of any
classes of its outstanding shares.
ARTICLE FIVE. Unless otherwise determined by the Board of
Directors, no shareholder shall be entitled, as a matter of right,
to purchase, subscribe for, or receive any right or rights to
subscribe for any stock of any class that the Corporation may
issue or sell, whether or not exchangeable for any stock of the
Corporation of any class or classes, and whether or not of un-
issued shares authorized by the articles of incorporation as
originally filed or by any amendment of the articles of
incorporation or out of shares of stock of the Corporation
acquired by it after the issuance of the shares, and whether
issued for cash, promissory notes, services, personal or real
property, or other securities of the Corporation, nor shall any
holder of stock of the Corporation be entitled to any right of
subscription to any of such shares. Further, unless otherwise
determined by the board of directors, no holder of any shares of
the stock of the Corporation is entitled, as a matter of right, to
purchase or subscribe for any obligation which the Corporation may
issue or sell that shall be convertible into or exchangeable for
any shares of the stock of the Corporation of any class or
classes, or to which shall be attached or appurtenant any warrant
or warrants or other instrument or instruments which confer on the
holder or holders of the obligation the right to subscribe for or
purchase from the Corporation any shares of its capital stock of
any class or classes.
ARTICLE SIX.
a. Except as may be otherwise specifically provided by
the NRS, all powers of management, direction and control of the
Corporation shall be, and hereby are, vested in the Board of Directors.
b. A majority of the whole Board of Directors shall
constitute a quorum for the transaction of business, and, except
as otherwise provided in these Amended and Restated Articles of
Incorporation, as amended, or the By-laws, the vote of a majority
of the directors present at a meeting at which a quorum is then
present shall be the act of the Board. As used in these Amended
and Restated Articles of Incorporation, as amended, the terms
"whole Board" and "whole Board of Directors" are hereby
exclusively defined and limited to mean the total number of
directors which the Corporation would have if the Board had no vacancies.
c. The number of directors shall be fixed by, or in the
manner provided in, the By-laws.
d. Any vacancies in the Board of Directors for any
reason, and any newly created directorships resulting from any
increase in the number of directors, may be filled by the Board of
Directors, acting by a majority of the directors then in office,
although less than a quorum, and any directors so chosen shall
hold office until the next election and until their successors
shall be elected and qualified or until their respective earlier
resignation, removal or death. No decrease in the number of
directors shall shorten the term of any incumbent director.
e. Notwithstanding any other provision of these Amended
and Restated Articles of Incorporation, as amended, or the By-
laws, and notwithstanding the fact that some lesser percentage may
be specified by law, these Amended and Restated Articles of
Incorporation, as amended, or the By-laws, any director or the
whole Board of Directors of the Corporation may be removed at any
time, but only for cause and only upon the affirmative vote of the
holders of a majority or more of the then outstanding shares of
Voting Stock, considered for this purpose as one class (for the
purposes of this ARTICLE SIX, section (e), each share of the
Voting Stock shall have the number of votes granted to it pursuant
to ARTICLE FOUR of these Amended and Restated Articles of
Incorporation, as amended).
f. Advance notice of nominations for the election of
directors other than nominations by the Board of Directors or a
committee thereof shall be given to the Corporation in the manner
provided in the By-laws.
g. Except as may be otherwise specifically provided in
this ARTICLE SIX, the term of office and voting power of each
director of the Corporation shall be neither greater than nor less
than that of any other director or class of directors of the Corporation.
h. Elections of directors need not be by ballot unless
the By-laws of the Corporation shall so provide.
ARTICLE SEVEN. The By-laws of the Corporation shall be
adopted in any manner provided by law. In furtherance, and not in
limitation of, the powers conferred by statute, the Board of
Directors is expressly authorized to make, adopt, alter, amend or
repeal the By-laws of the Corporation. Notwithstanding any other
provisions in these Amended and Restated Articles of
Incorporation, as amended, or the By-laws of the Corporation, and
notwithstanding the fact that some lesser percentage may be
specified by law, the stockholders of the Corporation shall have
the power to make, adopt, alter, amend or repeal the By-laws of
the Corporation only upon the affirmative vote of a majority or
more of the then outstanding shares of Voting Stock, considered
for this purpose as one class (for purposes of this ARTICLE SEVEN,
each share of the Voting Stock shall have the number of votes
granted to it pursuant to ARTICLE FOUR of these Amended and
Restated Articles of Incorporation, as amended).
ARTICLE EIGHT. The Corporation may agree to the terms and
conditions upon which any director, officer, employee or agent
accepts his office or position and in its By-laws, by contract or
in any other manner may agree to indemnify and protect any
director, officer, employee or agent of the Corporation, or any
person who serves at the request of the Corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise,
to the fullest extent permitted by the NRS (including, without
limitation, the statutes, case law and principles of equity) of
the State of Nevada. If the NRS (including, without limitation,
the statutes, case law or principles of equity, as the case may
be) of the State of Nevada are amended or changed to permit or
authorize broader rights of indemnification to any of the persons
referred to in the immediately preceding sentence, then the
Corporation shall be automatically authorized to agree to
indemnify such respective persons to the fullest extent permitted
or authorized by such law, as so amended or changed, without the
need for amendment or modification of this ARTICLE EIGHT and
without further action by the directors or stockholders of the
Corporation.
Without limiting the generality of the foregoing
provisions of this ARTICLE EIGHT, to the fullest extent permitted
or authorized by the NRS as now in effect and as the same may from
time to time hereafter be amended, no director of the Corporation
shall be personally liable to the Corporation or to its
stockholders for monetary damages for breach of fiduciary duty as
a director. Any repeal or modification of the immediately
preceding sentence shall not adversely affect any right or
protection of a director of the Corporation existing hereunder
with respect to any act or omission occurring prior to or at the
time of such repeal or modification.
ARTICLE NINE. Whenever a compromise or arrangement is
proposed between this Corporation and its creditors or any class
of them and/or between this Corporation and its stockholders or
any class of them, any court of equitable jurisdiction within the
State of Nevada may, on the application in a summary way of this
Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this
Corporation under the provisions of the NRS or on the application
of trustees in dissolution or of any receiver or receivers
appointed for this Corporation under the provisions of the NRS,
order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this Corporation, as
the case may be, to be summoned in such manner as the said court
directs. If a majority in number representing three-fourths in
value of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of this Corporation, as the
case may be, agree to any compromise or arrangement and to any
reorganization of this Corporation as a consequence of such
compromise or arrangement, the said compromise or arrangement and
the said reorganization shall, if sanctioned by the court to which
the said application has been made, be binding on all the
creditors or class of creditors, or on all the stockholders or
class of stockholders, of this Corporation, as the case may be,
and also on this Corporation.
ARTICLE TEN. Except as may be otherwise provided by statute,
the Corporation shall be entitled to treat the registered holder
of any shares of the Corporation as the owner of such shares and
of all rights derived from such shares for all purposes, and the
Corporation shall not be obligated to recognize any equitable or
other claim to or interest in such shares or rights on the part of
any other person, including, but without limiting the generality
of the term "person" to, a purchaser, pledgee, assignee or
transferee of such shares or rights, unless and until such person
becomes the registered holder of such shares. The foregoing shall
apply whether or not the Corporation shall have either actual or
constructive notice of the claim by or the interest of such person.
ARTICLE ELEVEN. The books of the Corporation may be kept
(subject to any provisions contained in the NRS) outside the State
of Nevada at such place or places as may be designated from time
to time by the Board of Directors or in the By-laws of the Corporation.
ARTICLE TWELVE. Any action required or permitted to be taken
by the stockholders of the Corporation must be effected at a duly
called annual or special meeting of such holders and may not be
effected by any consent in writing by such holders; provided,
however, that the foregoing shall not derogate from the authority
of all the directors and all of the stockholders of the
Corporation eligible to vote, to adopt an amendment to these
Amended and Restated Articles of Incorporation, as amended, by
signing a written statement manifesting their intention that an
amendment to these Amended and Restated Articles of Incorporation,
as amended, be adopted pursuant to the NRS.
ARTICLE THIRTEEN. Except as otherwise required by law,
special meetings of the stockholders of the Corporation may be
called only by the Chairman of the Board of Directors, the
President of the Corporation or the Board pursuant to a resolution
adopted by the a majority of the whole Board.
ARTICLE FOURTEEN. The Corporation reserves the right to
amend, alter, change or repeal any provision contained in these
Amended and Restated Articles of Incorporation, as amended, in the
manner now or hereafter prescribed by statute, and all rights
conferred upon stockholders herein are granted subject to this reservation.
ARTICLE FIFTEEN. The duration of the Corporation is perpetual.
ARTICLE SIXTEEN. None of the provisions of Articles FOUR,
FIVE or this ARTICLE SIXTEEN may be amended, altered, changed or
repealed except upon the affirmative vote at any annual or special
meeting of the stockholders, of the holders of at least a majority
or more of the then outstanding shares of Voting Stock, considered
for this purpose as one class (for the purpose of this ARTICLE
SIXTEEN, each share of Voting Stock shall have the number of votes
granted to it pursuant to ARTICLE FOUR of these Amended and
Restated Articles of Incorporation), nor shall new provisions to
these Amended and Restated Articles of Incorporation, as amended,
be adopted or existing provisions to these Amended and Restated
Articles of Incorporation, as amended, be amended, altered or
repealed which in either instance are in conflict or inconsistent
with Articles FOUR, FIVE or this ARTICLE SIXTEEN except upon the
affirmative vote at any annual or special meeting of the
stockholders of the holders of at least a majority or more of the
then outstanding shares of Voting Stock, considered for this
purpose as one class. Any inconsistency between the provisions of
a By-law and any provisions of these Amended and Restated Articles
of Incorporation, as amended, shall be controlled by these Amended
and Restated Articles of Incorporation, as amended."
IV. The foregoing Amended and Restated Articles of Incorporation
restate and integrate and do not further amend the provisions of the
Corporation's Articles of Incorporation as theretofore amended or
supplemented, and there is no discrepancy between those provisions and
the provisions of these Amended and Restated Articles of
incorporation; and
V. These Amended and Restated Articles of Incorporation have
been duly adopted in accordance with the provisions of the NRS.
IN WITNESS WHEREOF, these Amended and Restated Articles of
Incorporation have been executed on behalf of the Corporation as of
September , 2004, by its President, who does make, file and record
these Amended and Restated Articles of Incorporation, and does certify
that this instrument is the act and deed of the Corporation and that
the facts stated herein are true, and that he has accordingly hereunto
set his hand this day of September, 2004.
X-X INTERNATIONAL, LTD
By:
Name:
Title:
EXHIBIT B-1
RESTATED BY-LAWS
OF
INZON CORPORATION
ARTICLE I
OFFICES
Section 1.01. Location of Offices. The corporation may maintain
such offices within or without the State of Nevada as the Board of
Directors may from time to time designate or require.
Section 1.02. Principal Office. The address of the principal
office of the corporation shall be at the address of the registered
office of the corporation as so designated in the office of the
Secretary of State of the state of incorporation, or at such other
address as the Board of Directors shall from time to time determine.
ARTICLE II
SHAREHOLDERS
Section 2.01. Annual Meeting. The annual meeting of the
shareholders shall be held in May of each year or at such other time
designated by the Board of Directors and as is provided for in the
notice of the meeting, for the purpose of electing directors and for
the transaction of such other business as may come before the meeting.
If the election of directors shall not be held on the day designated
for the annual meeting of the shareholders, or at any adjournment
thereof, the Board of Directors shall cause the election to be held at
a special meeting of the shareholders as soon thereafter as may be
convenient.
Section 2.02. Special Meetings. Special meetings of the
shareholders may be called at any time by the chairman of the board,
the president, or by the Board of Directors, or in their absence or
disability, by any vice president, and shall be called by the
president or, in his or her absence or disability, by a vice president
or by the secretary on the written request of the holders of not less
than one-tenth of all the shares entitled to vote at the meeting, such
written request to state the purpose or purposes of the meeting and to
be delivered to the president, each vice-president, or secretary. In
case of failure to call such meeting within 60 days after such
request, such shareholder or shareholders may call the same.
Section 2.03. Place of Meetings. The Board of Directors may
designate any place, either within or without the state of
incorporation, as the place of meeting for any annual meeting or for
any special meeting called by the Board of Directors. A waiver of
notice signed by all shareholders entitled to vote at a meeting may
designate any place, either within or without the state of
incorporation, as the place for the holding of such meeting. If no
designation is made, or if a special meeting be otherwise called, the
place of meeting shall be at the principal office of the corporation.
Section 2.04. Notice of Meetings. The secretary or assistant
secretary, if any, shall cause notice of the time, place, and purpose
or purposes of all meetings of the shareholders (whether annual or
special), to be mailed at least ten days, but not more than 50 days,
prior to the meeting, to each shareholder of record entitled to vote.
Section 2.05. Waiver of Notice. Any shareholder may waive notice
of any meeting of shareholders (however called or noticed, whether or
not called or noticed and whether before, during, or after the
meeting), by signing a written waiver of notice or a consent to the
holding of such meeting, or an approval of the minutes thereof.
Attendance at a meeting, in person or by proxy, shall constitute
waiver of all defects of call or notice regardless of whether waiver,
consent, or approval is signed or any objections are made. All such
waivers, consents, or approvals shall be made a part of the minutes of
the meeting.
Section 2.06. Fixing Record Date. For the purpose of determining
shareholders entitled to notice of or to vote at any annual meeting of
shareholders or any adjournment thereof, or shareholders entitled to
receive payment of any dividend or in order to make a determination of
shareholders for any other proper purpose, the Board of Directors of
the corporation may provide that the share transfer books shall be
closed, for the purpose of determining shareholders entitled to notice
of or to vote at such meeting, but not for a period exceeding fifty
(50) days. If the share transfer books are closed for the purpose of
determining shareholders entitled to notice of or to vote at such
meeting, such books shall be closed for at least ten (10) days
immediately preceding such meeting.
In lieu of closing the share transfer books, the Board of
Directors may fix in advance a date as the record date for any such
determination of shareholders, such date in any case to be not more
than fifty (50) and, in case of a meeting of shareholders, not less
than ten (10) days prior to the date on which the particular action
requiring such determination of shareholders is to be taken. If the
share transfer books are not closed and no record date is fixed for
the determination of shareholders entitled to notice of or to vote at
a meeting or to receive payment of a dividend, the date on which
notice of the meeting is mailed or the date on which the resolution of
the Board of Directors declaring such dividend is adopted, as the case
may be, shall be the record date for such determination of
shareholders. When a determination of shareholders entitled to vote at
any meeting of shareholders has been made as provided in this Section,
such determination shall apply to any adjournment thereof. Failure to
comply with this Section shall not affect the validity of any action
taken at a meeting of shareholders.
Section 2.07. Voting Lists. The officer or agent of the
corporation having charge of the share transfer books for shares of
the corporation shall make, at least ten (10) days before each meeting
of shareholders, a complete list of the shareholders entitled to vote
at such meeting or any adjournment thereof, arranged in alphabetical
order, with the address of, and the number of shares held by each,
which list, for a period of ten (10) days prior to such meeting, shall
be kept on file at the registered office of the corporation and shall
be subject to inspection by any shareholder during the whole time of
the meeting. The original share transfer book shall be prima facia
evidence as to the shareholders who are entitled to examine such list
or transfer books, or to vote at any meeting of shareholders.
Section 2.08. Quorum. One-half of the total voting power of the
outstanding shares of the corporation entitled to vote, represented in
person or by proxy, shall constitute a quorum at a meeting of the
shareholders. If a quorum is present, the affirmative vote of the
majority of the voting power represented by shares at the meeting and
entitled to vote on the subject shall constitute action by the
shareholders, unless the vote of a greater number or voting by classes
is required by the laws of the state of incorporation of the
corporation or the Articles of Incorporation. If less than one-half of
the outstanding voting power is represented at a meeting, a majority
of the voting power represented by shares so present may adjourn the
meeting from time to time without further notice. At such adjourned
meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the
meeting as originally noticed.
Section 2.09. Voting of Shares. Each outstanding share of the
corporation entitled to vote shall be entitled to one vote on each
matter submitted to vote at a meeting of shareholders, except to the
extent that the voting rights of the shares of any class or series of
stock are determined and specified as greater or lesser than one vote
per share in the manner provided by the Articles of Incorporation.
Section 2.10. Proxies. At each meeting of the shareholders, each
shareholder entitled to vote shall be entitled to vote in person or by
proxy; provided, however, that the right to vote by proxy shall exist
only in case the instrument authorizing such proxy to act shall have
been executed in writing by the registered holder or holders of such
shares, as the case may be, as shown on the share transfer of the
corporation or by his or her or her attorney thereunto duly authorized
in writing. Such instrument authorizing a proxy to act shall be
delivered at the beginning of such meeting to the secretary of the
corporation or to such other officer or person who may, in the absence
of the secretary, be acting as secretary of the meeting. In the event
that any such instrument shall designate two or more persons to act as
proxies, a majority of such persons present at the meeting, or if only
one be present, that one shall (unless the instrument shall otherwise
provide) have all of the powers conferred by the instrument on all
persons so designated. Persons holding stock in a fiduciary capacity
shall be entitled to vote the shares so held and the persons whose
shares are pledged shall be entitled to vote, unless in the transfer
by the pledge or on the books of the corporation he or she shall have
expressly empowered the pledgee to vote thereon, in which case the
pledgee, or his or her or her proxy, may represent such shares and
vote thereon.
Section 2.11. Written Consent to Action by Shareholders. Any
action required to be taken at a meeting of the shareholders, or any
other action which may be taken at a meeting of the shareholders, may
be taken without a meeting, if a consent in writing, setting forth the
action so taken, shall be signed by all of the shareholders entitled
to vote with respect to the subject matter thereof.
ARTICLE III
DIRECTORS
Section 3.01. General Powers. The property, affairs, and business
of the corporation shall be managed by its Board of Directors. The
Board of Directors may exercise all the powers of the corporation
whether derived from law or the Articles of Incorporation, except such
powers as are by statute, by the Articles of Incorporation or by these
By-laws, vested solely in the shareholders of the corporation.
Section 3.02. Number, Term, and Qualifications. The Board of
Directors shall consist of three to nine persons. Increases or
decreases to said number may be made, within the numbers authorized by
the Articles of Incorporation, as the Board of Directors shall from
time to time determine by amendment to these By-laws. An increase or a
decrease in the number of the members of the Board of Directors may
also be had upon amendment to these By-laws by a majority vote of all
of the shareholders, and the number of directors to be so increased or
decreased shall be fixed upon a majority vote of all of the
shareholders of the corporation. Each director shall hold office until
the next annual meeting of shareholders of the corporation and until
his or her successor shall have been elected and shall have qualified.
Directors need not be residents of the state of incorporation or
shareholders of the corporation.
Section 3.03. Classification of Directors. In lieu of electing
the entire number of directors annually, the Board of Directors may
provide that the directors be divided into either two or three
classes, each class to be as nearly equal in number as possible, the
term of office of the directors of the first class to expire at the
first annual meeting of shareholders after their election, that of the
second class to expire at the second annual meeting after their
election, and that of the third class, if any, to expire at the third
annual meeting after their election. At each annual meeting after such
classification, the number of directors equal to the number of the
class whose term expires at the time of such meeting shall be elected
to hold office until the second succeeding annual meeting, if there be
two classes, or until the third succeeding annual meeting, if there be
three classes.
Section 3.04. Regular Meetings. A regular meeting of the Board of
Directors shall be held without other notice than this by-law
immediately following, and at the same place as, the annual meeting of
shareholders. The Board of Directors may provide by resolution the
time and place, either within or without the state of incorporation,
for the holding of additional regular meetings without other notice
than such resolution.
Section 3.05. Special Meetings. Special meetings of the Board of
Directors may be called by or at the request of the president, vice
president, or any two directors. The person or persons authorized to
call special meetings of the Board of Directors may fix any place,
either within or without the state of incorporation, as the place for
holding any special meeting of the Board of Directors called by them.
Section 3.06. Meetings by Telephone Conference Call. Members of
the Board of Directors may participate in a meeting of the Board of
Directors or a committee of the Board of Directors by means of
conference telephone or similar communication equipment by means of
which all persons participating in the meeting can hear each other,
and participation in a meeting pursuant to this Section shall
constitute presence in person at such meeting.
Section 3.07. Notice. Notice of any special meeting shall be
given at least ten (10) days prior thereto by written notice delivered
personally or mailed to each director at his or her regular business
address or residence, or by telegram. If mailed, such notice shall be
deemed to be delivered when deposited in the United States mail so
addressed, with postage thereon prepaid. If notice be given by
telegram, such notice shall be deemed to be delivered when the
telegram is delivered to the telegraph company. Any director may waive
notice of any meeting. Attendance of a director at a meeting shall
constitute a waiver of notice of such meeting, except where a director
attends a meeting solely for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called
or convened.
Section 3.08. Quorum. A majority of the number of directors shall
constitute a quorum for the transaction of business at any meeting of
the Board of Directors, but if less than a majority is present at a
meeting, a majority of the directors present may adjourn the meeting
from time to time without further notice.
Section 3.09. Manner of Acting. The act of a majority of the
directors present at a meeting at which a quorum is present shall be
the act of the Board of Directors, and the individual directors shall
have no power as such.
Section 3.10. Vacancies and Newly Created Directorship. If any
vacancies shall occur in the Board of Directors by reason of death,
resignation or otherwise, or if the number of directors shall be
increased, the directors then in office shall continue to act and such
vacancies or newly created directorships shall be filled by a vote of
the directors then in office, though less than a quorum, in any way
approved by the meeting. Any directorship to be filled by reason of
removal of one or more directors by the shareholders may be filled by
election by the shareholders at the meeting at which the director or
directors are removed.
Section 3.11. Compensation. By resolution of the Board of
Directors, the directors may be paid their expenses, if any, of
attendance at each meeting of the Board of Directors, and may be paid
a fixed sum for attendance at each meeting of the Board of Directors
or a stated salary as director. No such payment shall preclude any
director from serving the corporation in any other capacity and
receiving compensation therefor.
Section 3.12. Presumption of Assent. A director of the
corporation who is present at a meeting of the Board of Directors at
which action on any corporate matter is taken shall be presumed to
have assented to the action taken unless his or her or her dissent
shall be entered in the minutes of the meeting, unless he or she shall
file his or her or her written dissent to such action with the person
acting as the secretary of the meeting before the adjournment thereof,
or shall forward such dissent by registered or certified mail to the
secretary of the corporation immediately after the adjournment of the
meeting. Such right to dissent shall not apply to a director who voted
in favor of such action.
Section 3.13. Resignations. A director may resign at any time by
delivering a written resignation to the president, a vice president,
the secretary, or assistant secretary, if any. The resignation shall
become effective on its acceptance by the Board of Directors;
provided, that if the board has not acted thereon within ten days from
the date presented, the resignation shall be deemed accepted.
Section 3.14. Written Consent to Action by Directors. Any action
required to be taken at a meeting of the directors of the corporation
or any other action which may be taken at a meeting of the directors
or of a committee, may be taken without a meeting, if a consent in
writing, setting forth the action so taken, shall be signed by all of
the directors, or all of the members of the committee, as the case may
be. Such consent shall have the same legal effect as a unanimous vote
of all the directors or members of the committee.
Section 3.15. Removal. At a meeting expressly called for that
purpose, one or more directors may be removed by a vote of a majority
of the shares of outstanding stock of the corporation entitled to vote
at an election of directors.
ARTICLE IV
OFFICERS
Section 4.01. Number. The officers of the corporation shall be a
president, one or more vice-presidents, as shall be determined by
resolution of the Board of Directors, a secretary, a treasurer, and
such other officers as may be appointed by the Board of Directors. The
Board of Directors may elect, but shall not be required to elect, a
chairman of the board and the Board of Directors may appoint a general
manager.
Section 4.02. Election, Term of Office, and Qualifications. The
officers shall be chosen by the Board of Directors annually at its
annual meeting. In the event of failure to choose officers at an
annual meeting of the Board of Directors, officers may be chosen at
any regular or special meeting of the Board of Directors. Each such
officer (whether chosen at an annual meeting of the Board of Directors
to fill a vacancy or otherwise) shall hold his or her office until the
next ensuing annual meeting of the Board of Directors and until his or
her successor shall have been chosen and qualified, or until his or
her death, or until his or her resignation or removal in the manner
provided in these By-laws. Any one person may hold any two or more of
such offices, except that the president shall not also be the
secretary. No person holding two or more offices shall act in or
execute any instrument in the capacity of more than one office. The
chairman of the board, if any, shall be and remain a director of the
corporation during the term of his or her office. No other officer
need be a director.
Section 4.03. Subordinate Officers, Etc. The Board of Directors
from time to time may appoint such other officers or agents as it may
deem advisable, each of whom shall have such title, hold office for
such period, have such authority, and perform such duties as the Board
of Directors from time to time may determine. The Board of Directors
from time to time may delegate to any officer or agent the power to
appoint any such subordinate officer or agents and to prescribe their
respective titles, terms of office, authorities, and duties.
Subordinate officers need not be shareholders or directors.
Section 4.04. Resignations. Any officer may resign at any time by
delivering a written resignation to the Board of Directors, the
president, or the secretary. Unless otherwise specified therein, such
resignation shall take effect on delivery.
Section 4.05. Removal. Any officer may be removed from office at
any special meeting of the Board of Directors called for that purpose
or at a regular meeting, by vote of a majority of the directors, with
or without cause. Any officer or agent appointed in accordance with
the provisions of Section 4.03 hereof may also be removed, either with
or without cause, by any officer on whom such power of removal shall
have been conferred by the Board of Directors.
Section 4.06. Vacancies and Newly Created Offices. If any vacancy
shall occur in any office by reason of death, resignation, removal,
disqualification, or any other cause, or if a new office shall be
created, then such vacancies or new created offices may be filled by
the Board of Directors at any regular or special meeting.
Section 4.07. The Chairman of the Board. The Chairman of the
Board, if there be such an officer, shall have the following powers
and duties.
(a) He or she shall preside at all shareholders' meetings;
(b) He or she shall preside at all meetings of the Board of
Directors; and
(c) He or she shall be a member of the executive committee, if
any.
Section 4.08. The President. The president shall have the
following powers and duties:
(a) If no general manager has been appointed, he or she shall be
the chief executive officer of the corporation, and, subject to the
direction of the Board of Directors, shall have general charge of the
business, affairs, and property of the corporation and general
supervision over its officers, employees, and agents;
(b) If no chairman of the board has been chosen, or if such
officer is absent or disabled, he or she shall preside at meetings of
the shareholders and Board of Directors;
(c) He or she shall be a member of the executive committee, if
any;
(d) He or she shall be empowered to sign certificates
representing shares of the corporation, the issuance of which shall
have been authorized by the Board of Directors; and
(e) He or she shall have all power and shall perform all duties
normally incident to the office of a president of a corporation, and
shall exercise such other powers and perform such other duties as from
time to time may be assigned to him or her by the Board of Directors.
Section 4.09. The Vice Presidents. The Board of Directors may,
from time to time, designate and elect one or more vice presidents,
one of whom may be designated to serve as executive vice president.
Each vice president shall have such powers and perform such duties as
from time to time may be assigned to him or her by the Board of
Directors or the president. At the request or in the absence or
disability of the president, the executive vice president or, in the
absence or disability of the executive vice president, the vice
president designated by the Board of Directors or (in the absence of
such designation by the Board of Directors) by the president, the
senior vice president, may perform all the duties of the president,
and when so acting, shall have all the powers of, and be subject to
all the restrictions upon, the president.
Section 4.10. The Secretary. The secretary shall have the
following powers and duties:
(a) He or she shall keep or cause to be kept a record of all of
the proceedings of the meetings of the shareholders and of the board
or directors in books provided for that purpose;
(b) He or she shall cause all notices to be duly given in
accordance with the provisions of these By-laws and as required by
statute;
(c) He or she shall be the custodian of the records and of the
seal of the corporation, and shall cause such seal (or a facsimile
thereof) to be affixed to all certificates representing shares of the
corporation prior to the issuance thereof and to all instruments, the
execution of which on behalf of the corporation under its seal shall
have been duly authorized in accordance with these By-laws, and when
so affixed, he or she may attest the same;
(d) He or she shall assume that the books, reports, statements,
certificates, and other documents and records required by statute are
properly kept and filed;
(e) He or she shall have charge of the share books of the
corporation and cause the share transfer books to be kept in such
manner as to show at any time the amount of the shares of the
corporation of each class issued and outstanding, the manner in which
and the time when such stock was paid for, the names alphabetically
arranged and the addresses of the holders of record thereof, the
number of shares held by each holder and time when each became such
holder or record; and he or she shall exhibit at all reasonable times
to any director, upon application, the original or duplicate share
register. He or she shall cause the share book referred to in Section
6.04 hereof to be kept and exhibited at the principal office of the
corporation, or at such other place as the Board of Directors shall
determine, in the manner and for the purposes provided in such Section;
(f) He or she shall be empowered to sign certificates
representing shares of the corporation, the issuance of which shall
have been authorized by the Board of Directors; and
(g) He or she shall perform in general all duties incident to
the office of secretary and such other duties as are given to him or
her by these By-laws or as from time to time may be assigned to him or
her by the Board of Directors or the president.
Section 4.11. The Treasurer. The treasurer shall have the
following powers and duties:
(a) He or she shall have charge and supervision over and be
responsible for the monies, securities, receipts, and disbursements of
the corporation;
(b) He or she shall cause the monies and other valuable effects
of the corporation to be deposited in the name and to the credit of
the corporation in such banks or trust companies or with such banks or
other depositories as shall be selected in accordance with Section
5.03 hereof;
(c) He or she shall cause the monies of the corporation to be
disbursed by checks or drafts (signed as provided in Section 5.04
hereof) drawn on the authorized depositories of the corporation, and
cause to be taken and preserved proper vouchers for all monies disbursed;
(d) He or she shall render to the Board of Directors or the
president, whenever requested, a statement of the financial condition
of the corporation and of all of this transactions as treasurer, and
render a full financial report at the annual meeting of the
shareholders, if called upon to do so;
(e) He or she shall cause to be kept correct books of account of
all the business and transactions of the corporation and exhibit such
books to any director on request during business hours;
(f) He or she shall be empowered from time to time to require
from all officers or agents of the corporation reports or statements
given such information as he or she may desire with respect to any and
all financial transactions of the corporation; and
(g) He or she shall perform in general all duties incident to
the office of treasurer and such other duties as are given to him or
her by these By-laws or as from time to time may be assigned to him or
her by the Board of Directors or the president.
Section 4.12. General Manager. The Board of Directors may employ
and appoint a general manager who may, or may not, be one of the
officers or directors of the corporation. The general manager, if any
shall have the following powers and duties:
(a) He or she shall be the chief executive officer of the
corporation and, subject to the directions of the Board of Directors,
shall have general charge of the business affairs and property of the
corporation and general supervision over its officers, employees, and
agents:
(b) He or she shall be charged with the exclusive management of
the business of the corporation and of all of its dealings, but at all
times subject to the control of the Board of Directors;
(c) Subject to the approval of the Board of Directors or the
executive committee, if any, he or she shall employ all employees of
the corporation, or delegate such employment to subordinate officers,
and shall have authority to discharge any person so employed; and
(d) He or she shall make a report to the president and directors
as often as required, setting forth the results of the operations
under his or her charge, together with suggestions looking toward
improvement and betterment of the condition of the corporation, and
shall perform such other duties as the Board of Directors may require.
Section 4.13. Salaries. The salaries and other compensation of
the officers of the corporation shall be fixed from time to time by
the Board of Directors, except that the Board of Directors may
delegate to any person or group of persons the power to fix the
salaries or other compensation of any subordinate officers or agents
appointed in accordance with the provisions of Section 4.03 hereof.
No officer shall be prevented from receiving any such salary or
compensation by reason of the fact that he or she is also a director
of the corporation.
Section 4.14. Surety Bonds. In case the Board of Directors shall
so require, any officer or agent of the corporation shall execute to
the corporation a bond in such sums and with such surety or sureties
as the Board of Directors may direct, conditioned upon the faithful
performance of his or her duties to the corporation, including
responsibility for negligence and for the accounting of all property,
monies, or securities of the corporation which may come into his or
her hands.
ARTICLE V
EXECUTION OF INSTRUMENTS, BORROWING OF MONEY,
AND DEPOSIT OF CORPORATE FUNDS
Section 5.01. Execution of Instruments. Subject to any limitation
contained in the Articles of Incorporation or these By-laws, the
president or any vice president or the general manager, if any, may,
in the name and on behalf of the corporation, execute and deliver any
contract or other instrument authorized in writing by the Board of
Directors. The Board of Directors may, subject to any limitation
contained in the Articles of Incorporation or in these By-laws,
authorize in writing any officer or agent to execute and delivery any
contract or other instrument in the name and on behalf of the
corporation; any such authorization may be general or confined to
specific instances.
Section 5.02. Loans. No loans or advances shall be contracted on
behalf of the corporation, no negotiable paper or other evidence of
its obligation under any loan or advance shall be issued in its name,
and no property of the corporation shall be mortgaged, pledged,
hypothecated, transferred, or conveyed as security for the payment of
any loan, advance, indebtedness, or liability of the corporation,
unless and except as authorized by the Board of Directors. Any such
authorization may be general or confined to specific instances.
Section 5.03. Deposits. All monies of the corporation not
otherwise employed shall be deposited from time to time to its credit
in such banks and or trust companies or with such bankers or other
depositories as the Board of Directors may select, or as from time to
time may be selected by any officer or agent authorized to do so by
the Board of Directors.
Section 5.04. Checks, Drafts, Etc. All notes, drafts,
acceptances, checks, endorsements, and, subject to the provisions of
these By-laws, evidences of indebtedness of the corporation, shall be
signed by such officer or officers or such agent or agents of the
corporation and in such manner as the Board of Directors from time to
time may determine. Endorsements for deposit to the credit of the
corporation in any of its duly authorized depositories shall be in
such manner as the Board of Directors from time to time may determine.
Section 5.05. Bonds and Debentures. Every bond or debenture
issued by the corporation shall be evidenced by an appropriate
instrument which shall be signed by the president or a vice president
and by the secretary and sealed with the seal of the corporation. The
seal may be a facsimile, engraved or printed. Where such bond or
debenture is authenticated with the manual signature of an authorized
officer of the corporation or other trustee designated by the
indenture of trust or other agreement under which such security is
issued, the signature of any of the corporation's officers named
thereon may be a facsimile. In case any officer who signed, or whose
facsimile signature has been used on any such bond or debenture,
should cease to be an officer of the corporation for any reason before
the same has been delivered by the corporation, such bond or debenture
may nevertheless be adopted by the corporation and issued and
delivered as through the person who signed it or whose facsimile
signature has been used thereon had not ceased to be such officer.
Section 5.06. Sale, Transfer, Etc. of Securities. Sales,
transfers, endorsements, and assignments of stocks, bonds, and other
securities owned by or standing in the name of the corporation, and
the execution and delivery on behalf of the corporation of any and all
instruments in writing incident to any such sale, transfer,
endorsement, or assignment, shall be effected by the president, or by
any vice president, together with the secretary, or by any officer or
agent thereunto authorized by the Board of Directors.
Section 5.07. Proxies. Proxies to vote with respect to shares of
other corporations owned by or standing in the name of the corporation
shall be executed and delivered on behalf of the corporation by the
president or any vice president and the secretary or assistant
secretary of the corporation, or by any officer or agent thereunder
authorized by the Board of Directors.
ARTICLE VI
CAPITAL SHARES
Section 6.01. Share Certificates. Every holder of shares in the
corporation shall be entitled to have a certificate, signed by the
president or any vice president and the secretary or assistant
secretary, and sealed with the seal (which may be a facsimile,
engraved or printed) of the corporation, certifying the number and
kind, class or series of shares owned by him or her in the
corporation; provided, however, that where such a certificate is
countersigned by (a) a transfer agent or an assistant transfer agent,
or (b) registered by a registrar, the signature of any such president,
vice president, secretary, or assistant secretary may be a facsimile.
In case any officer who shall have signed, or whose facsimile
signature or signatures shall have been used on any such certificate,
shall cease to be such officer of the corporation, for any reason,
before the delivery of such certificate by the corporation, such
certificate may nevertheless be adopted by the corporation and be
issued and delivered as though the person who signed it, or whose
facsimile signature or signatures shall have been used thereon, has
not ceased to be such officer. Certificates representing shares of
the corporation shall be in such form as provided by the statutes of
the state of incorporation. There shall be entered on the share books
of the corporation at the time of issuance of each share, the number
of the certificate issued, the name and address of the person owning
the shares represented thereby, the number and kind, class or series
of such shares, and the date of issuance thereof. Every certificate
exchanged or returned to the corporation shall be marked "Canceled"
with the date of cancellation.
Section 6.02. Transfer of Shares. Transfers of shares of the
corporation shall be made on the books of the corporation by the
holder of record thereof, or by his or her attorney thereunto duly
authorized by a power of attorney duly executed in writing and filed
with the secretary of the corporation or any of its transfer agents,
and on surrender of the certificate or certificates, properly endorsed
or accompanied by proper instruments of transfer, representing such
shares. Except as provided by law, the corporation and transfer
agents and registrars, if any, shall be entitled to treat the holder
of record of any stock as the absolute owner thereof for all purposes,
and accordingly, shall not be bound to recognize any legal, equitable,
or other claim to or interest in such shares on the part of any other
person whether or not it or they shall have express or other notice
thereof.
Section 6.03. Regulations. Subject to the provisions of this
Article VI and of the Articles of Incorporation, the Board of
Directors may make such rules and regulations as they may deem
expedient concerning the issuance, transfer, redemption, and
registration of certificates for shares of the corporation.
Section 6.04. Maintenance of Stock Ledger at Principal Place of
Business. A share book (or books where more than one kind, class, or
series of stock is outstanding) shall be kept at the principal place
of business of the corporation, or at such other place as the Board of
Directors shall determine, containing the names, alphabetically
arranged, of original shareholders of the corporation, their
addresses, their interest, the amount paid on their shares, and all
transfers thereof and the number and class of shares held by each.
Such share books shall at all reasonable hours be subject to
inspection by persons entitled by law to inspect the same.
Section 6.05. Transfer Agents and Registrars. The Board of
Directors may appoint one or more transfer agents and one or more
registrars with respect to the certificates representing shares of the
corporation, and may require all such certificates to bear the
signature of either or both. The Board of Directors may from time to
time define the respective duties of such transfer agents and
registrars. No certificate for shares shall be valid until
countersigned by a transfer agent, if at the date appearing thereon
the corporation had a transfer agent for such shares, and until
registered by a registrar, if at such date the corporation had a
registrar for such shares.
Section 6.06. Closing of Transfer Books and Fixing of Record
Date.
(a) The Board of Directors shall have power to close the share
books of the corporation for a period of not to exceed 50 days
preceding the date of any meeting of shareholders, or the date for
payment of any dividend, or the date for the allotment of rights, or
capital shares shall go into effect, or a date in connection with
obtaining the consent of shareholders for any purpose.
(b) In lieu of closing the share transfer books as aforesaid,
the Board of Directors may fix in advance a date, not exceeding 50
days preceding the date of any meeting of shareholders, or the date
for the payment of any dividend, or the date for the allotment of
rights, or the date when any change or conversion or exchange of
capital shares shall go into effect, or a date in connection with
obtaining any such consent, as a record date for the determination of
the shareholders entitled to a notice of, and to vote at, any such
meeting and any adjournment thereof, or entitled to receive payment of
any such dividend, or to any such allotment of rights, or to exercise
the rights in respect of any such change, conversion or exchange of
capital stock, or to give such consent.
(c) If the share transfer books shall be closed or a record date
set for the purpose of determining shareholders entitled to notice of
or to vote at a meeting of shareholders, such books shall be closed
for, or such record date shall be, at least ten (10) days immediately
preceding such meeting.
Section 6.07. Lost or Destroyed Certificates. The corporation may
issue a new certificate for shares of the corporation in place of any
certificate theretofore issued by it, alleged to have been lost or
destroyed, and the Board of Directors may, in its discretion, require
the owner of the lost or destroyed certificate or his or her legal
representatives, to give the corporation a bond in such form and
amount as the Board of Directors may direct, and with such surety or
sureties as may be satisfactory to the board, to indemnify the
corporation and its transfer agents and registrars, if any, against
any claims that may be made against it or any such transfer agent or
registrar on account of the issuance of such new certificate. A new
certificate may be issued without requiring any bond when, in the
judgment of the Board of Directors, it is proper to do so.
Section 6.08. No Limitation on Voting Rights; Limitation on
Dissenter's Rights. To the extent permissible under the applicable law
of any jurisdiction to which the corporation may become subject by
reason of the conduct of business, the ownership of assets, the
residence of shareholders, the location of offices or facilities, or
any other item, the corporation elects not to be governed by the
provisions of any statute that (i) limits, restricts, modified,
suspends, terminates, or otherwise affects the rights of any
shareholder to cast one vote for each share of common stock registered
in the name of such shareholder on the books of the corporation,
without regard to whether such shares were acquired directly from the
corporation or from any other person and without regard to whether
such shareholder has the power to exercise or direct the exercise of
voting power over any specific fraction of the shares of common stock
of the corporation issued and outstanding or (ii) grants to any
shareholder the right to have his or her stock redeemed or purchased
by the corporation or any other shareholder on the acquisition by any
person or group of persons of shares of the corporation. In
particular, to the extent permitted under the laws of the state of
incorporation, the corporation elects not to be governed by any such
provision, including the provisions of the Nevada Control Share
Acquisitions Act, Sections 78.378 to 78.3793, inclusive, of the Nevada
Revised Statutes, or any statute of similar effect or tenor.
ARTICLE VII
EXECUTIVE COMMITTEE AND OTHER COMMITTEES
Section 7.01. How Constituted. The Board of Directors may
designate an executive committee and such other committees as the
Board of Directors may deem appropriate, each of which committees
shall consist of two or more directors. Members of the executive
committee and of any such other committees shall be designated
annually at the annual meeting of the Board of Directors; provided,
however, that at any time the Board of Directors may abolish or
reconstitute the executive committee or any other committee. Each
member of the executive committee and of any other committee shall
hold office until his or her successor shall have been designated or
until his or her resignation or removal in the manner provided in
these By-laws.
Section 7.02. Powers. During the intervals between meetings of
the Board of Directors, the executive committee shall have and may
exercise all powers of the Board of Directors in the management of the
business and affairs of the corporation, except for the power to fill
vacancies in the Board of Directors or to amend these By-laws, and
except for such powers as by law may not be delegated by the Board of
Directors to an executive committee.
Section 7.03. Proceedings. The executive committee, and such
other committees as may be designated hereunder by the Board of
Directors, may fix its own presiding and recording officer or
officers, and may meet at such place or places, at such time or times
and on such notice (or without notice) as it shall determine from time
to time. It will keep a record of its proceedings and shall report
such proceedings to the Board of Directors at the meeting of the Board
of Directors next following.
Section 7.04. Quorum and Manner of Acting. At all meetings of the
executive committee, and of such other committees as may be designated
hereunder by the Board of Directors, the presence of members
constituting a majority of the total authorized membership of the
committee shall be necessary and sufficient to constitute a quorum for
the transaction of business, and the act of a majority of the members
present at any meeting at which a quorum is present shall be the act
of such committee. The members of the executive committee, and of such
other committees as may be designated hereunder by the Board of
Directors, shall act only as a committee and the individual members
thereof shall have no powers as such.
Section 7.05. Resignations. Any member of the executive
committee, and of such other committees as may be designated hereunder
by the Board of Directors, may resign at any time by delivering a
written resignation to either the president, the secretary, or
assistant secretary, or to the presiding officer of the committee of
which he or she is a member, if any shall have been appointed and
shall be in office. Unless otherwise specified herein, such
resignation shall take effect on delivery.
Section 7.06. Removal. The Board of Directors may at any time
remove any member of the executive committee or of any other committee
designated by it hereunder either for or without cause.
Section 7.07. Vacancies. If any vacancies shall occur in the
executive committee or of any other committee designated by the Board
of Directors hereunder, by reason of disqualification, death,
resignation, removal, or otherwise, the remaining members shall, until
the filling of such vacancy, constitute the then total authorized
membership of the committee and, provided that two or more members are
remaining, continue to act. Such vacancy may be filled at any meeting
of the Board of Directors.
Section 7.08. Compensation. The Board of Directors may allow a
fixed sum and expenses of attendance to any member of the executive
committee, or of any other committee designated by it hereunder, who
is not an active salaried employee of the corporation for attendance
at each meeting of said committee.
ARTICLE VIII
INDEMNIFICATION, INSURANCE, AND
OFFICER AND DIRECTOR CONTRACTS
Section 8.01. Indemnification; Third Party Actions. The
corporation shall have the power to indemnify any person who was or is
a party or is threatened to be made a party to any threatened,
pending, or completed action, or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact
that he or she is or was a director, officer, employee, or agent of
the corporation, or is or was serving at the request of the
corporation as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust, or other enterprise,
against expenses (including attorneys' fees) judgments, fines, and
amounts paid in settlement actually and reasonably incurred by him or
her in connection with any such action, suit or proceeding, if he or
she acted in good faith and in a manner he or she reasonably believed
to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had no reasonable
cause to believe his or her conduct was unlawful. The termination of
any action, suit, or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall
not, of itself, create a presumption that the person did not act in
good faith and in a manner which he or she reasonably believed to be
in or not opposed to the best interests of the corporation, and with
respect to any criminal action or proceeding, he or she had reasonable
cause to believe that his or her conduct was unlawful.
Section 8.02. Indemnification; Corporate Actions. The corporation
shall have the power to indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending, or
completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he or she
is or was a director, officer, employee, or agent of the corporation,
or is or was serving at the request of the corporation as a director,
officer, employee, or agent of another corporation, partnership, joint
venture, trust, or other enterprise, against expenses (including
attorneys' fees) actually and reasonably incurred by him or her in
connection with the defense or settlement of such action or suit, if
he or she acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made in respect
of any claim, issue, or matter as to which such a person shall have
been adjudged to be liable for negligence or misconduct in the
performance of his or her duty to the corporation, unless and only to
the extent that the court in which the action or suit was brought
shall determine on application that, despite the adjudication of
liability but in view of all circumstances of the case, the person is
fairly and reasonably entitled to indemnity for such expenses as the
court deems proper.
Section 8.03. Determination. To the extent that a director,
officer, employee, or agent of the corporation has been successful on
the merits or otherwise in defense of any action, suit, or proceeding
referred to in Sections 8.01 and 8.02 hereof, or in defense of any
claim, issue, or matter therein, he or she shall be indemnified
against expenses (including attorneys' fees) actually and reasonably
incurred by him or her in connection therewith. Any other
indemnification under Sections 8.01 and 8.02 hereof, shall be made by
the corporation upon a determination that indemnification of the
officer, director, employee, or agent is proper in the circumstances
because he or she has met the applicable standard of conduct set forth
in Sections 8.01 and 8.02 hereof. Such determination shall be made
either (i) by the Board of Directors by a majority vote of a quorum
consisting of directors who were not parties to such action, suit, or
proceeding; or (ii) by independent legal counsel on a written opinion;
or (iii) by the shareholders by a majority vote of a quorum of
shareholders at any meeting duly called for such purpose.
Section 8.04. General Indemnification. The indemnification
provided by this Section shall not be deemed exclusive of any other
indemnification granted under any provision of any statute, in the
corporation's Articles of Incorporation, these By-laws, agreement,
vote of shareholders or disinterested directors, or otherwise, both as
to action in his or her official capacity and as to action in another
capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer, employee, or agent, and
shall inure to the benefit of the heirs and legal representatives of
such a person.
Section 8.05. Advances. Expenses incurred in defending a civil or
criminal action, suit, or proceeding as contemplated in this Section
may be paid by the corporation in advance of the final disposition of
such action, suit, or proceeding upon a majority vote of a quorum of
the Board of Directors and upon receipt of an undertaking by or on
behalf of the director, officers, employee, or agent to repay such
amount or amounts unless if it is ultimately determined that he or she
is to indemnified by the corporation as authorized by this Section.
Section 8.06. Scope of Indemnification. The indemnification
authorized by this Section shall apply to all present and future
directors, officers, employees, and agents of the corporation and
shall continue as to such persons who ceases to be directors,
officers, employees, or agents of the corporation, and shall inure to
the benefit of the heirs, executors, and administrators of all such
persons and shall be in addition to all other indemnification
permitted by law.
Section 8.07. Insurance. The corporation may purchase and
maintain insurance on behalf of any person who is or was a director,
employee, or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee, or agent
of another corporation, partnership, joint venture, trust, or other
enterprise against any liability asserted against him or her and
incurred by him or her in any such capacity, or arising out of his or
her status as such, whether or not the corporation would have the
power to indemnify him or her against any such liability and under the
laws of the state of incorporation, as the same may hereafter be
amended or modified.
ARTICLE IX
FISCAL YEAR
The fiscal year of the corporation shall be fixed by resolution
of the Board of Directors.
ARTICLE X
DIVIDENDS
The Board of Directors may from time to time declare, and the
corporation may pay, dividends on its outstanding shares in the manner
and on the terms and conditions provided by the Articles of
Incorporation and these By-laws.
ARTICLE XI
AMENDMENTS
All By-laws of the corporation, whether adopted by the Board of
Directors or the shareholders, shall be subject to amendment,
alteration, or repeal, and new By-laws may be made, except that:
(a) No By-laws adopted or amended by the shareholders shall be
altered or repealed by the Board of Directors.
(b) No By-laws shall be adopted by the Board of Directors which
shall require more than a majority of the voting shares for a quorum
at a meeting of shareholders, or more than a majority of the votes
cast to constitute action by the shareholders, except where higher
percentages are required by law; provided, however that (i) if any By-
law regulating an impending election of directors is adopted or
amended or repealed by the Board of Directors, there shall be set
forth in the notice of the next meeting of shareholders for the
election of directors, the By-laws so adopted or amended or repealed,
together with a concise statement of the changes made; and (ii) no
amendment, alteration or repeal of this Article XI shall be made
except by the shareholders.
ARTICLE XII
CONTROL SHARE ACQUISITIONS
Section 78.378, et seq., shall not apply to any control share
acquisitions of shares of this corporation.
CERTIFICATE OF SECRETARY
The undersigned does hereby certify that he or she is the
secretary of INZON CORPORATION, a corporation duly organized and
existing under and by virtue of the laws of the State of Nevada; that
the above and foregoing By-laws of said corporation were duly and
regularly adopted as such by the Board of Directors of the corporation
at a meeting of the Board of Directors, which was duly and regularly
held on the day of , 2004, and that the above and foregoing
By-laws are now in full force and effect.
DATED THIS day of , 2004.
Secretary
EXHIBIT C
X-X INTERNATIONAL, LTD
FINANCIAL STATEMENTS
INDEPENDENT AUDITOR'S REPORT
Xxxxxx Xxxxxxx, CPA
A Professional Corporation
00000 X. XXXX XXXXXXXXX, XXXXX 000
XXX XXXXXXX, XXXXXXXXXX 00000
310/000-0000 - Fax 310/000-0000
To The Stockholders
X-X International, Ltd.
Paynesville, Minnesota
I have audited the accompanying balance sheet of X-X International,
Ltd. (a Nevada corporation) as of September 30, 2003 and the related
statements of operations, stockholders' equity (deficit), and cash
flows for the years ended September 30, 2003 and 2002. These
financial statements are the responsibility of the Company's
management. My responsibility is to express an opinion on these
financial statements based on my audit.
I conducted my audit in accordance with auditing standards generally
accepted in the United States of America. Those standards require
that I 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
financial statement presentation. I believe that my audit provides a
reasonable basis for my opinion.
In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial condition of the
Company as of September 30, 2003, and the results of its operations,
stockholders' equity and cash flows for the years ended September 30,
2003 and 2002 in conformity with accounting principles generally
accepted in the United States of America.
The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As shown in the financial
statements, the company has an accumulated deficit of approximately
$2,458,000 at September 30, 2003. As discussed in Note 2, the Company
has sold its rental properties, which leaves it with no revenue. The
Company has suffered losses from operations and has a substantial need
for working capital. This raises substantial doubt about it ability
to continue as a going concern. The accompanying financial statements
do not include any adjustments that may result from the outcome of
this uncertainty.
/s/ Xxxxxx Xxxxxxx, C.P.A.
Los Angeles, California
December 31, 2003
X-X INTERNATIONAL, LTD.
BALANCE SHEET
SEPTEMBER 30, 2003
ASSETS
Current assets:
Cash and cash equivalents $ -
Certificates of deposit 6,170
Total current assets 6,170
Total assets $ 6,170
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable 1,136
Accrued consulting expense 6,000
Accrued legal fees 60,000
Total current liabilities 67,136
Long term debt: -
Total liabilities 67,136
Stockholders' Deficit
Common stock, $0.001 par value:
500,000,000 shares authorized,
12,214,632 shares issued and
outstanding 12,215
Additional paid in capital 2,384,771
Accumulated deficit (2,457,952)
Total stockholders' deficit (60,966)
Total liabilities and stockholders' deficit 6,170
See notes to financial statements
X-X INTERNATIONAL, LTD.
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED SEPTEMBER 30, 2003 AND 2002
September 30,
2003 2002
Income from operations $ - $ -
General and administrative expenses 70,238 18,463
Net loss from operations (70,238) (18,463)
Other (income) expenses
Interest expense 42 27
Interest income (235) (702)
Total (193) (675)
Net loss (70,045) (17,788)
Basic and fully diluted net income (loss)
per share (0.006) (0.001)
Basic and fully diluted weighted average
common shares outstanding during period 12,214,632 12,214,632
See notes to financial statements
X-X INTERNATIONAL, LTD.
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
FOR THE YEARS ENDED SEPTEMBER 30, 2003 AND 2002
Additional
Common Stock Paid-In Accumulated
Shares Amount Capital Deficit Total
Balance
September 30, 2001 12,214,632 $12,215 $2,384,771 $(2,370,119) $ 26,867
Net loss (17,788) (17,788)
Balance
September 30, 2002 12,214,632 12,215 2,384,771 (2,387,907) 9,097
Net loss (70,045) (70,045)
Balance
September 30, 2003 12,214,632 12,215 2,384,771 (2,457,952) (60,966)
See notes to financial statements
X-X INTERNATIONAL, LTD.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED SEPTEMBER 30, 2003 AND 2002
September 30,
2003 2002
Cash flows used for operating activities:
Net loss $ (70,045) $ (17,788)
Adjustments to reconcile net income (loss)
to net cash flows from operating activities:
Accounts payable (954) 2,090
Accrued consulting expense 6,000 -
Accrued legal fees 60,000 -
Net cash flows used for
operating activities (4,999) (15,698)
Cash flows provided by investing activities:
Redemption of certificates of deposit 4,999 18,478
Net cash flows provided by investing activities 4,999 18,478
Cash flows used for financing activities:
Principal payments on demand notes payable - (2,780)
Net cash flows used for financing activities - (2,780)
Net change in cash and cash equivalents - -
Cash and cash equivalents, beginning of year - -
Cash and cash equivalents, end of year - -
Supplemental Disclosure of Cash Flow Information:
Cash paid during the years for interest 42 27
See notes to financial statements
X-X INTERNATIONAL, LTD.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2003 AND 2002
NOTE 1 - ORGANIZATION
X-X International, Ltd. ("Company") currently is a dormant company
with no operations. The Company's activities are isolated to legal
and other fees related to the maintenance of corporate status and it
is considered to be a public shell.
The Company was formed on February 21, 1987, to produce, market and
distribute personal recreational watercraft. The Company
discontinued its recreational watercraft operations effective March
1993. The Company's operations then consisted primarily of renting
land and buildings from April 1993 until September 1998 to a related
party. All property was sold in July 1999 to a related party.
NOTE 2 - GOING CONCERN
As shown in the accompanying balance sheet, the Company has an
accumulated deficit of $2,457,952 at September 30, 2003. The Company
has incurred losses from operations. This raises substantial doubt
about its ability to continue as a going concern. The accompanying
financial statements do not include any adjustments that may result
from the outcome of this uncertainty.
Management is looking for a merger candidate.
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Estimates and Assumptions.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at
the date of the financial statements and the reported amounts of
income and expenses during the reporting period. Actual results
could differ from those estimates.
Concentrations.
The Company's cash is deposited with a single financial institution.
At no time did cash exceed the federally insured limit. The Company
has not experienced any losses on its cash deposits.
Cash and Cash Equivalents.
For the purposes of reporting cash flows, cash and cash equivalents
include cash on hand, cash in bank and marketable securities with
maturities of three months or less.
Earnings (Loss) Per Share.
The Company had adopted the provisions of Statement of Financial
Accounting Standards ("SFAS") No.128, "Earnings Per Share". SFAS No.
128 establishes accounting standards for computing and presenting
earnings per share. Basic earnings per common share are computed by
dividing net income (loss) by the weighted average number of shares
of common stock outstanding during the period. No dilution for
potentially dilutive securities is included.
Stockholders' Equity.
On October 24, 2002, the Company increased its authorized shares from
20,000,000 to 500,000,000 and changed its par value from $0.01 to
$0.001 and a re-domiciling of the Company to Nevada. The change in
par value resulted in an increase in paid in capital of $109,931 and
a decrease in common stock of $109,931.
Income Taxes.
Income taxes are provided for the tax effects of transactions
reported in the financial statements and consist of taxes currently
due plus deferred income taxes. Deferred income taxes relate to
differences between the financial and tax basis of certain assets and
liabilities. Temporary differences that result in significant
deferred income taxes are net operating loss carryforwards.
NOTE 4 - CERTIFICATES OF DEPOSIT
Certificates of deposit at September 30, 2003 consists of one
certificate of deposit that is stated at cost plus accrued interest
that approximates market value. As monies are required for
operations, the company will borrow against a CD and repay the note
payable when the CD is redeemed.
NOTE 5 - RELATED PARTY TRANSACTIONS
The Company has signed a consulting agreement with a Director of the
company for services rendered to date. The consulting agreement allows
for the issuing of 2,000,000 unrestricted shares of common stock to the
director for past services. The stock may be issued upon the
registration of such shares under a Form S-8 to be filed with the
Securities and Exchange Commission. As the consulting contract does not
allow for payment in cash but only in stock and the stock does not have a
market value, the services of the Director has been valued at the invoice
price of $3,423.
The balance of the consulting liability is due to two non-related parties.
On July 1, 1999 all land and buildings of the Company were sold to Xxxxxx
X. Xxxx, a majority shareholder and president of the Company, for
$170,000. Xx. Xxxx assumed the related mortgage payable on the property
and issued a note to the Company bearing interest at 6.98%. During the
year ended September 30, 2001 the remaining note receivable ($101,614)
was written off as $34,227 compensation and $67,387 as forgiveness of
indebtedness.
NOTE 6 - LONG-TERM DEBT
The Company had no outstanding long-term debt as of and for the years
ended September 30, 2003 and 2002.
NOTE 7 - INCOME TAXES
The provision for income taxes was comprised of the following:
2003 2002
Federal $ 0 $ 0
State 0 0
At September 30, 2003, the Company has net operating loss
carryforwards for tax purposes of approximately $2,356,000, which
expire from 2015 through 2023. The Company has fully reserved the
tax benefit of the net operating loss carryforwards because the
likelihood of the realization of the benefit cannot be established.
The Internal Revenue Code contains provisions, which may limit the
net operating loss carryforwards available if significant changes in
stockholder ownership of the Company occur.
NOTE 8 - FAIR VALUES OF FINANCIAL INSTRUMENTS
The estimated fair values of the Company's financial instruments, and
the methods and assumptions used to estimate such fair values, were
as follows:
The fair values of cash and cash equivalents, certificates of deposit
and notes receivable-related party approximate the carrying amounts
because of the short maturity of those financial instruments.
X-X INTERNATIONAL, LTD.
BALANCE SHEET
JUNE 30, 2004
(Unaudited)
ASSETS
Current Assets:
Cash /cash equivalents $ -
Certificates of deposit 4,284
Total Current Assets 4,284
Other Assets:
Notes receivable - related party -
AR mastercraft -
Total Other Assets -
Total Assets 4,284
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable 1,751
Notes payable 895
Accrued legal 60,000
Accrued consulting 6,000
Total Current Liabilities 68,646
Long-Term Debt, Net of Current Portion -
Stockholders' Equity:
Common stock, $0.001 par value;
500,000,000 shares authorized,
12,214,632 shares issued and outstanding 12,215
Additional paid-in capital 2,384,771
Accumulated deficit (2,461,348)
Total Stockholders' Equity (64,362)
Total Liabilities and Stockholders' Equity 4,284
See Notes to Financial Statements
X-X INTERNATIONAL, LTD.
STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended Nine Months Ended
June 30 June 30
2004 2003 2004 2003
Revenue: $ - $ - $ - $ -
Expenses:
General & Administrative 515 2,100 3,456 4,123
Interest (Income) (16) (58) (60) (199)
Income (Loss) Before Provision
for Income Taxes (499) (2,042) (3,396) (3,924)
Provision for Income Taxes - - - -
Net Income (Loss) (499) (2,042) (3,396) (3,924)
Net (Loss) Per Share (0.00) (0.00) (0.00) (0.00)
Weighted Average Common Shares
Outstanding During Period 12,214,632 12,214,632 12,214,632 12,214,632
See Notes to Financial Statements
X-X INTERNATIONAL, LTD.
STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended
June 30
2004 2003
Cash Flows from Operating Activities:
Net income (loss) $ (3,396) $ (3,924)
Adjustments to reconcile net (loss) to net cash
flows from operating activities:
Depreciation - -
Changes in:
Certificates of deposit 3,116 3,561
Accounts receivables - -
Prepaid expenses - -
Accounts payables - trade (615) (336)
Notes payables 895 699
Accrued expenses - -
Net cash flows provided by (used in)
operating activities - -
Net Increase (Decrease) in Cash - -
Cash, Beginning of Period - -
Cash, End of Period - -
See Notes to Financial Statements
X-X INTERNATIONAL, LTD.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
1. PRESENTATION OF INTERIM INFORMATION
The unaudited condensed balance sheet of X-X International, Ltd., a
Nevada corporation ("Company"), as of June 30, 2004, the related
unaudited statements of operations for the three and nine months
ended June 30, 2004 and 2003, and cash flows for the nine months
ended June 30, 2004 and 2003 are enclosed. In the opinion of Company
management, all adjustments necessary for a fair presentation of such
financial statements have been included. Such adjustments consist of
normal recurring items plus adjustments to the capital stock and paid
in capital to reflect the filing of Articles of Merger with the
Nevada Secretary of State on October 24, 2002, which resulted in an
increase in the number of authorized shares to 500,000,000, a change
in the par value of the common stock from $0.01 to $0.001, and a re-
domiciling of the company to the State of Nevada.
The financial statements and notes are presented as permitted by Form
10-QSB and do not contain certain information included in the
Company's annual financial statements and notes contained in the Form
10-KSB for the fiscal year ended September 30, 2003. The operating
results for any interim period are not necessarily indicative of the
results that may be expected for the fiscal year ending September 30, 2004.
2. STOCKHOLDERS' EQUITY
(Audited) Equity Changes (Unaudited)
September 30, June 30,
2003 2004
Number of Shares 12,214,632 0 12,214,632
Common Stock $ 122,146 $ (109,931) $ 12,215
Additional Paid-In Capital 2,274,840 109,931 2,384,771
Retained Earnings
(Accumulated Deficit) (2,457,952) (73,441) (2,461,348)
Total Stockholders' Equity (60,966) (3.396) (64,362)
NOTE 3. GOING CONCERN CONSIDERATIONS
As shown in the accompanying interim financial statements, the
Company as of June 30, 2004 has an accumulated deficit of $2,461,348.
The Company's ability to generate net income and positive cash flows
is dependent on the ability to find a specific business opportunity,
as well as the ability to raise additional capital. Management is
following strategic plans to accomplish these objectives, but success
is not guaranteed. As of June 30, 2004, these factors raise
substantial doubt about the Company's ability to continue as a going
concern. The financial statements do not include any adjustments to
reflect the possible future effects on the recoverability and
classification of assets or the amounts and classification of
liabilities that may result from the outcome of this uncertainty.
EXHIBIT D
EXCEPTIONS - X-X INTERNATIONAL, LTD.
REPRESENTATIONS AND WARRANTIES
[None]
EXHIBIT E
INZON CORPORATION
BALANCE SHEET
AUGUST 31, 2004
(Unaudited)
Assets
Current Assets
Cash and Equivalents $ 20,230
Total Current Assets 20,230
Property and Equipment
Telecommunications Equip 356,346
Office Equipment 12,189
Furniture & Fixtures -
Total Property and Equipment 368,535
Other Assets
Capitalized Organization Expenses 450
DSS Software 250,000
Prepaid Deposits -
Total Other Assets 250,450
Total Assets: $ 638,765
Liabilities and Stockholders' Equity
Current Liabilities
Accounts Payable -
Notes Payable -
Taxes Payable -
Total Current Liabilities -
Long Term Debt
Notes Payable to Shareholder 167,156
Notes Payable - Equipment 189,190
Total Long Term Debt 356,346
Total Liabilities: 356,346
Stockholders' Equity
Common Stock, par value $.001
Authorized 100,000,000 shares, issued
and outstanding 26,215,944 shares 26,216
Paid-in Capital 256,203
Total Stockholders' Equity: 282,419
Total Liabilities and Stockholders' Equity: $ 638,765
The accompanying footnotes are an integral part
of these financial statements
INZON CORPORATION
INCOME STATEMENT
(MAY 14, 2004 INCEPTION THROUGH AUGUST 31, 2004)
(Unaudited)
Income
Sales
Retail Traffic $ -
Wholesale Traffic -
VoIP Products -
Total Sales -
Cost of sales -
Total Revenue -
Expenses
Operating Expenses: -
The accompanying footnotes are an integral part
of these financial statements
INZON CORPORATION
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
1. The Company's operations since inception (May 14, 2004) have
been primarily limited to start-up activities, with normal operations
set to commence in October of 2004. As such, the Company's revenues
and expenses during the period covered by these financial statements
are not indicative of the revenues and expenses which will be incurred
by the Company in 2004. The Company does not believe that any
comparison of periods prior to 2004 with later periods would be
meaningful.
2. A portion of the Company's assets and initial start-up
expenses of the Company have been advanced to the Company by
stockholders, for which such stockholders have received shares and/or
a note payable from the Company:
Equipment Relocation 2,500
Equipment Installation 9,190
Capacity Cards 100,000
Colocation Fee 9,810
Office Furniture 3,000
Office Equipment 3,000
Rent Deposit 3,000
Total $130,500
3. The Company believes that the cash flow generated from its
planned operations and the proceeds from committed financing will
likely be sufficient to meet its normal ongoing liquidity needs for
the remainder of the fourth quarter of 2004; however, there can be no
assurance that such financing will be available to the Company or that
any such financing obtained will be on satisfactory terms and conditions.
4. The Company does not anticipate paying cash dividends on its
capital stock in the foreseeable future.
5. The foregoing financial statements of the Company have been
prepared by management of the Company and have not been reviewed or
audited by the Company's independent accountants.
6. The Company is a startup enterprise, with no established
history of operations and earnings, and a management team in
formation. There can be no assurance that the strategic and economic
objectives outlined in the Company's business plan will be achieved.
7. The Company has executed a Profit Sharing Agreement, dated
June 14, 2004, with Geolution International, Inc., of Carlsbad,
California, pursuant to which the Company will begin receiving revenue
generating wholesale traffic at its network facilities, commencing on
or about November 1, 2004.
EXHIBIT F
EXCEPTIONS - INZON CORPORATION REPRESENTATIONS AND WARRANTIES
[None]
EXHIBIT G
Date: ____________, 2004
Liberty Transfer
000 Xxx Xxxx Xxxxxx
Xxxxxxxxxx XX 00000
X-X INTERNATIONAL, LTD
Attn: Xxxxxx X. Xxxx, President
00 Xxxxxxxxx Xxxxxx
Xxxxxxxxxxx XX 00000
Re: Exchange of shares of inZon Corporation, a Delaware Corporation
("INZ"), for shares of X-X International, Ltd, a Nevada
Corporation ("WJI" or the "Company")
Dear Ladies and Gentlemen:
Pursuant to that certain Agreement and Plan of Merger (the
"Plan" or the "Merger") between the undersigned, INZ and the other
stockholders of INZ, and WJI, 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 any and
all material documents regarding the Company, including, but not
limited to Articles of Incorporation, By-laws, minutes of meetings of
directors and stockholders, financial statements and reports filed
with the Securities and Exchange Commission during the past twelve
months. I represent and warrant that no director or 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; and/or, I
represent and warrant that I have sufficient knowledge and experience
to understand the nature of the exchange and am fully capable of
bearing the economic risk of the loss of my entire cost basis.
I further understand that immediately prior to the
completion of the Plan, WJI had little, if any, assets of any
measurable value, and that in actuality, the completion of the Plan
and the exchange of my shares of INZ for shares of WJI results in a
decrease in the actual percentage of ownership that my shares of INZ
represented in INZ prior to the completion of the Plan.
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 officer of the Company
or of the legal and accounting firms for the Company. I understand
that the accounting firm for X-X International, Ltd is Xxxxxx Xxxxxxx,
CPA, 00000 Xxxx Xxxx Xxxxxxxxx, Xxxxx 000, Xxx Xxxxxxx, XX 00000,
Telephone: 310/000-0000; and that legal counsel for X-X International,
Ltd is Xxxxx X. Xxxxxxxx, Esq., 27127 Xxxxx Xxxxxx, Xxxxx 0000, Xxx
Xxxx Xxxxxxxxxx, Xxxxxxxxxx 00000, Telephone: (000) 000-0000.
I also understand that I must bear the economic risk of ownership
of any of the WJI shares for a long period of time, the minimum of
which will be one (1) year, 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 otherwise
exempt from the registration requirements of the Securities Act of
1933, as amended (the "Act"), or other applicable 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 INZ for use by WJI as they are made to induce you to issue
me the shares of WJI 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
WJI, all shares of WJI to be issued and delivered to me in exchange
for my shares of INZ 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. WJI will attempt to
accommodate any stockholders' request where WJI views the request is
made for valid business or personal reasons so long as in the sole
discretion of WJI, the granting of the request will not facilitate a
"public" distribution of unregistered shares of common voting stock of WJI.
Very truly yours,
INZ Stockholder
EXHIBIT H
PERMITTED INZON CORPORATION TRANSACTIONS
[None]
EXHIBIT I
CERTIFICATE OF OFFICER PURSUANT TO
AGREEMENT AND PLAN OF MERGER
The undersigned, the President of inZon Corporation, a
Delaware corporation ("INZ"), represents and warrants the following as
required by the Agreement and Plan of Merger (the "Plan" or the
"Merger") between INZ, its stockholders (the "INZ Stockholders") and X-X
International, Ltd, a Nevada corporation ("WJI"):
1. That he is the President of INZ and has been authorized
and empowered by its Board of Directors to execute and deliver this
Certificate to WJI.
2. Based on his personal knowledge, information, and belief:
(i) All representations and warranties of INZ
contained within the Plan are true and correct;
(ii) INZ 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 INZ as set forth in its unaudited financial
statements attached to the Plan, except as set forth in Exhibit F to
the Plan.
Date: , 2004.
InZon Corporation
By
Name: Xxxxx Xxxx
Its: President
EXHIBIT J
CERTIFICATE OF OFFICER PURSUANT TO
AGREEMENT AND PLAN OF MERGER
The undersigned, the President of X-X INTERNATIONAL, LTD, a
Nevada corporation ("WJI"), represents and warrants the following as
required by the Agreement and Plan of Merger (the "Plan" or the
"Merger") between WJI and inZon Corporation, a Delaware corporation
("INZ"), and the stockholders of INZ (the "INZ Stockholders"):
1. That he is the President of WJI and has been authorized
and empowered by its Board of Directors to execute and deliver this
Certificate to INZ and the INZ Stockholders.
2. Based on his personal knowledge, information, and
belief and opinions of counsel for WJI regarding the Plan:
(i) All representations and warranties of WJI
contained within the Plan are true and correct;
(ii) WJI 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 WJI as set forth in its financial statements
attached to the Plan, except as set forth in Exhibit D to the Plan.
Date: , 2004.
X-X International, Ltd
By
Name: Xxxxxx X. Xxxx
Its: President
