SHARE EXCHANGE AGREEMENT
THIS
SHARE EXCHANGE AGREEMENT (the "Agreement") is entered into and effective as
of
January __, 2007, by and among Avalon Development Enterprises, Inc., a Florida
corporation (the “Buyer”), Global Telecom Holdings Limited (“GTHL”), a British
Virgin Islands corporation (the “Company”), and the shareholders of the GTHL
more particularly described on Exhibit A attached hereto and incorporated herein
(collectively the “Shareholders”).
1.
RECITALS
This
Agreement is entered into with reference to and in contemplation of the
following facts, circumstances and representations:
1.1. The
Shareholders are the owners of 1,000 shares of the common stock of GTHL, which
represent all of the issued and outstanding shares of the common stock (the
“Shares”).
1.2 Buyer
desires to issue a total of 39,817,500 shares of its common stock (the "Buyer
Shares") to the Shareholders in exchange for the GTHL Shares.
1.3 The
Shareholders desire to exchange the GTHL Shares for the Buyer Shares in
accordance with the terms and conditions of this Agreement.
1.4. Buyer,
the Shareholders and GTHL desire that this transaction be
consummated.
2.
EXCHANGE AND ISSUANCE OF SHARES
2.1
Exchange of Buyer Shares: Buyer shall exchange and deliver to the Shareholders
a
total of 39,817,500 restricted shares of the common stock of Buyer in accordance
with the allocation set forth in the attached Schedule “A.”
2.2
Exchange of GTHL Shares: At the Closing, the Shareholders shall exchange and
deliver to Buyer a total of 1,000 shares of the common stock of GTHL which
represents one hundred percent (100%) of the issued and outstanding shares
of
GTHL.
2.3
Nature of Buyer Shares: The Buyer Shares shall be issued with a restrictive
legend in accordance with the rules and regulations of the Securities and
Exchange Commission.
2.4
Private Sale Acknowledgment: The parties acknowledge and agree that the exchange
and issuance of the Buyer Shares is being undertaken as a private sale pursuant
to Section 4(2) of the Securities Act of 1933, as amended and Florida Revised
Statutes, and is not being transacted via a broker-dealer and/or in the public
market place.
1
3.
REPRESENTATIONS AND WARRANTIES OF BUYER.
Buyer
represents and warrants to the Shareholders and GTHL as follows:
3.1
Organization: Buyer is a corporation duly incorporated and validly existing
under the laws of the State of Florida and is in good standing with respect
to
all of its regulatory filings.
3.2 Capitalization:
The authorized capital of Buyer consists of 75,000,000 common shares with a
par
value $.01, of which 13,072,500 common shares have been issued and are currently
outstanding.
3.3 Books
and
Records: All material transactions of Buyer have been promptly and properly
recorded or filed in or with its books and records and the Minute Book of Buyer
contains records of all meetings and proceedings of the shareholders and
directors thereof.
3.4 Legal
Compliance: To the best of its knowledge, Buyer is not in breach of any laws,
ordinances, statutes, regulations, by-laws, orders or decrees to which Buyer
is
subject or which apply to it or any of its assets.
3.5 Tax
Returns: All tax returns and reports of Buyer required by law to be filed prior
to the date hereof have been filed and are substantially true, complete and
correct and all taxes and governmental charges have been paid.
3.6 Adverse
Financial Events: Buyer has not experienced nor is it aware of any occurrence
or
event which has had or might reasonably be expected to have a material adverse
effect on its financial condition.
3.7 Disputes,
Claims and Investigations: There are no disputes, claims, actions, suits,
judgments, investigations or proceedings outstanding or pending or to the
knowledge of Buyer threatened against or affecting Buyer at law or in equity
or
before or by any federal, state, municipal or other governmental department,
commission, board, bureau or agency.
3.8 Employee
Liabilities: Buyer has no known liability to former employees or any liability
to any governmental authorities with respect to current or former
employees.
3.9
No
Conflicts or Agreement Violations: The execution, delivery and performance
of
this Agreement will not conflict with or be in violation of the articles or
by-laws of Buyer or of any agreement to which Buyer is a party and will not
give
any person or company a right to terminate or cancel any agreement or right
enjoyed by Buyer and will not result in the creation or imposition of any lien,
encumbrance or restriction of any nature whatsoever in favor of a third party
upon or against the assets of Buyer.
3.10
Validly Issued and Authorized Shares: That the Buyer Shares will be validly
authorized and issued by Buyer, they will be fully paid and non-assessable
and
they will be issued in full compliance with all federal and state securities
laws.
2
3.11
Corporate Authority: The officers or representatives of Buyer executing this
Agreement represent that they have been authorized to execute this Agreement
pursuant to a resolution of the Board of Directors and shareholders of
Buyer.
3.12
Financial
Statements of Buyer.
The
Buyer warrants and represents that the financial statements found on Schedule
B
fairly represent the financial position of the Buyer as at September 30, 2006.
The Buyer further represents that no material changes have occurred since
September 30, 2006 and no contingent liability undisclosed.
| 4. |
REPRESENTATIONS
OF GTHL AND THE SHAREHOLDERS
|
GTHL
and
the Shareholders collectively and individually hereby represent and warrant
as
follows:
4.1 Share
Ownership: The Shareholders are the owners, beneficially and of record, of
the
GTHL Shares and said shares are free and clear of all liens, encumbrances,
claims, charges and restrictions.
4.2 Transferability
of GTHL Shares: That the Shareholders have full power to transfer the GTHL
Shares to Buyer without obtaining the consent or approval of any other person
or
governmental authority.
4.3 Validly
Issued and Authorized Shares: That the GTHL Shares are validly authorized and
issued, fully paid, and nonassessable, and the GTHL Shares have been so issued
in full compliance with all securities laws of the State of Nevada.
4.4 Organization:
GTHL is a corporation duly incorporated and validly existing under the laws
of
the British Virgin islands and is in good standing with respect to all of its
regulatory filings.
4.5 Capitalization:
The authorized capital of GTHL consists of 50,000 common shares, par value
US$1
of which 1,000 common shares are issued and outstanding as fully paid and
non-assessable shares.
4.6 Books
and
Records: All material transactions of GTHL have been promptly and properly
recorded or filed in or with its books and records and the Minute Book of GTHL
contains records of all meetings and proceedings of the shareholders and
directors thereof.
4.7 Legal
Compliance: GTHL is not in breach of any laws, ordinances, statutes,
regulations, by-laws, orders or decrees to which GTHL is subject or which apply
to it or any of its assets.
4.8
Tax
Returns: All tax returns and reports of GTHL required by law to be filed prior
to the date hereof have been filed and are true, complete and correct and all
taxes and governmental charges have been paid.
3
4.9
Adverse Financial Events: GTHL has not experienced nor is it aware of any
occurrence or event which has had or might reasonably be expected to have a
material adverse effect on its financial condition.
4.10
Disputes, Claims and Investigations: There are no disputes, claims, actions,
suits, judgments, investigations or proceedings outstanding or pending or to
the
knowledge of GTHL threatened against or affecting GTHL at law or in equity
or
before or by any federal, municipal or other governmental department,
commission, board, bureau or agency.
4.11
Employee Liabilities: GTHL has no liability to former employees or any liability
to any government authorities with respect to current or former
employees.
4.12
No
Conflicts or Agreement Violations: The execution, delivery and performance
of
this Agreement will not conflict with or be in violation of the Articles of
Incorporation of GTHL or of any agreement to which GTHL is a party and will
not
give any person or company a right to terminate or cancel any agreement or
right
enjoyed by GTHL and will not result in the creation or imposition of any lien,
encumbrance or restriction of any nature whatsoever in favor of a third party
upon or against the assets of GTHL.
4.13
No
Liens: That GTHL has not received a notice of any assignment, lien, encumbrance,
claim or charge against the GTHL Shares.
4.14
Corporate Authority: The officers or representatives of GTHL executing this
Agreement represent that they have been authorized to execute this Agreement
pursuant to a resolution of the Boards of Directors and shareholders of GTHL.
4.16
Business of GTHL: GTHL is in the business of distribution of cell phone and
cell
phone related products and owns the assets and intellectual property listed
in
Schedule C attached hereto free of all encumbrances. The assets listed in
Schedule C are all the assets used in the operation of GTHL’s business.
4.17
Operation: Until the Closing GTHL will continue to operate its business in
the
normal course and will not enter any material contracts or incur material
obligations without the written consent of the Buyer.
5.
REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS ALONE
The
Shareholders alone further represent and warrant to Buyer as follows with
respect to the Buyer Shares:
5.1 Financially
Responsible: That they are financially responsible, able to meet their
obligations and acknowledge that this investment will be
speculative.
4
5.2 Investment
Experience: That they have had experience in the business of investments in
one
or more of the following: (i) investment experience with securities such as
stocks and bonds; (ii) ownership of interests in partnerships, new ventures
and
start-up companies; (iii) experience in business and financial dealings; and
that they can protect their own interests in an investment of this nature and
they do not have an "Investor Representative", as that term is defined in
Regulation D of the Securities Act of 1933 and do not need such an Investor
Representative.
5.3 Investment
Risk: That they are capable of bearing the high degree of economic risks and
burdens of this investment, including but not limited to the possibility of
complete loss of all their investment capital and the lack of a liquid market,
such that they may not be able to liquidate readily the investment whenever
desired or at the then current asking price.
5.4 Access
to
Information: That they have had access to the information regarding the
financial condition of Buyer and they were able to request copies of such
information, ask questions of and receive answers from Buyer regarding such
information and any other information their desires concerning the Buyer Shares,
and all such questions have been answered to their full
satisfaction.
5.5 Private
Transaction: That at no time was were they presented with or solicited by any
leaflet, public promotional meeting, circular, newspaper or magazine article,
radio or television advertisement or any other form of general
advertising.
5.6 Investment
Intent: The Buyer Shares are not being purchased with a view to or for the
resale or distribution thereof and they have no present plans to enter into
any
contract, undertaking, agreement or arrangement for such resale or
distribution.
5.7 Due
Diligence: That the Shareholders shall have completed a due diligence review
of
the affairs of Buyer and are satisfied with the results of that
review.
6.
CLOSING, ESCROW HOLDER AND CONDITIONS TO CLOSING
6.1 Exchange
Closing: The closing of the share exchange as contemplated by this Agreement
(the "Closing") shall take place at the offices of Xxxxxx & Xxxxxx, LLP, 000
Xxxxx 0 Xxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 or such other place as agreed
by
the parties at such time and place as may be agreed among by the parties, but
in
no event later than March 31, 2007.
6.2 Closing
Conditions: Prior to the Closing the following will be required:
6.2.1. Delivery
of GTHL Shares: The Shareholders shall deliver to Buyer the certificate or
certificates representing the GTHL Shares, duly endorsed for transfer
accompanied by a duly executed assignment of the GTHL Shares to Buyer. The
Shareholders will deliver the GTHL Shares in escrow to Xxxxxx & Jaclin, LLP,
Attention Xxxxx Xxxxxx who will be instructed to hold the GTHL Shares in escrow
on the terms set out in this Agreement pending Closing.
5
If
Closing does not occur as set out herein, Xxxxxx & Jaclin, LLP are
instructed and authorized to return the GTHL Shares to the Shareholders.
6.2.2. Delivery
of Buyer Shares: Buyer shall deliver to the Shareholders certificates
representing the Buyer Shares registered in the names of the Shareholders as
set
forth in Schedule “A” to Xxxxxx & Xxxxxx, LLP who will on Closing deliver
the Buyer Shares to a representative of the Shareholders. If Closing does not
occur as set out herein, Xxxxxx & Jaclin, LLP are instructed and authorized
to return the Buyer Shares to the Buyer.
6.2.3. Requisite
Corporate Resolutions: Each party shall deliver to the other certified copies
of
resolutions from their respective Boards of Directors and shareholders
authorizing the subject transaction.
6.2.4. Satisfactory
Completion of Due Diligence: GTHL shall deliver to the other written notice
that
it has completed its due diligence investigation and is satisfied with the
results of such investigation.
6.2.5. Audited
financial statements of GTHL in US GAAP for the 2 years to the end of GHTL’s
fiscal year end and unaudited statements for any quarters ending after the
fiscal year end but prior to the Closing Date. GTHL agrees to provide these
within 45 days of execution of this Agreement.
6.2.6. An
8-K
for filing with the SEC with registration statement level disclosure about
the
business and management of GTHL and the acquisition of GTHL by the Buyer, as
prepared by the Buyer. GTHL and the Shareholders will provide full disclosure
and assistance as requested by the Buyer and its advisors for the purpose of
preparing such filing.
6.2.7.
Closing
by the Buyer of a private placement for a minimum of $500,000 in gross proceeds,
which funds will be used in the development of the business of GTHL and for
working capital.
6.3 Close
of
Transaction: The subject transaction shall "close" upon the satisfaction of
the
above conditions.
6.4 Notices:
All notices given pursuant to this Agreement must be in writing and may be
given
by (1) personal delivery, or (2) registered or certified mail, return receipt
requested, or (3) via facsimile transmission to the parties as set forth below.
Any party hereto may by notice so given change its address for any future
notices:
If to Buyer: Avalon
Development Enterprises, Inc.
0000
Xxxxxxx Xxxxxx,
Xx.
Xxxxxxxxxx, Xxxxxxx 00000
XXX
6
With
a
copy to: Xxxxx
X.
Xxxxxx, Esq.
Xxxxxx
& Jaclin, LLP
000
Xxxxx
0 Xxxxx, Xxxxx 000
Xxxxxxxxx,
XX 00000
Attention:
Xxxxx Xxxxxx
Tel:
(000) 000-0000
Fax:
(000) 000-0000
If
to
Company
and
Shareholders Room
1802, North Tower,
Suntec
Plaza, No. 197
Guangzhou
Avenue North,
Guangzhou,
PRC 510075
7.
COOPERATION, ARBITRATION, INTERPRETATION, MODIFICATION AND ATTORNEY
FEES
7.1
Cooperation of Parties: The parties further agree that they will do all things
necessary to accomplish and facilitate the purpose of this Agreement and that
they will sign and execute any and all documents necessary to bring about and
perfect the purposes of this Agreement.
7.2
Interpretation of Agreement: The parties agree that should any provision of
this
Agreement be found to be ambiguous in any way, such ambiguity shall not be
resolved by construing such provisions or any part of or the entire Agreement
in
favor of or against any party herein, but rather by construing the terms of
this
Agreement fairly and reasonably in accordance with their generally accepted
meaning.
7.3
Modification of Agreement: This Agreement may be amended or modified in any
way
at any time by an instrument in writing stating the manner in which it is
amended or modified and signed by each of the parties hereto. Any such writing
amending or modifying this Agreement shall be attached to and kept with this
Agreement.
7.4
Attorney Fees: If any legal action or any arbitration or other proceeding is
brought for the enforcement of this Agreement, or because of an alleged dispute,
breach, default or misrepresentation in connection with any of the provisions
of
the Agreement, the successful or prevailing party shall be entitled to recover
reasonable attorneys' fees and other costs incurred in that action or
proceeding, in addition to any other relief to which it may be
entitled.
7.5
Entire Agreement: This Agreement constitutes the entire Agreement and
understanding of the parties hereto with respect to the matters herein set
forth, and all prior negotiations, writings and understandings relating to
the
subject matter of this Agreement are merged herein and are superseded and
canceled by this Agreement.
7
7.6
Counterparts: This Agreement may be signed in one or more
counterparts.
7.7
Facsimile Transmission Signatures: A signature received pursuant to a facsimile
transmission shall be sufficient to bind a party to this Agreement.
7.8
Accounting/Legal Fees: Buyer
hereby agrees to pay for any and all reasonable and necessary accounting and
legal fees, including any audit required to comply with the filing requirements
of the Securities and Exchange Commission.
8.
CONFIDENTIALITY AND STANDSTILL AGREEMENT
8.1
Confidentiality:
The Shareholders and GTHL acknowledge that the Buyer is a public company and
has
an obligation to disclose all material information about its affairs. The
Shareholders agree that they will not trade in the securities of the Buyer
while
in possession of, nor will they inform others of (except on a need to know
basis), any non-disclosed material information about the Buyer.
8.2 Standstill:
The Shareholders and GTHL agree that they will not for a period of 90 days
after
execution hereof, negotiate with any party other than the Buyer as to the
disposition or development of the Business. The parties may extend the term
of
this clause by mutual agreement.
IN
WITNESS WHEREOF, this Agreement is executed by the parties as of the date
first-above written .
BUYER:
AVALON
DEVELOPMENT ENTERPRISES, INC,
A
Florida
corporation
By
/s/
Xxxxx Greenberg__________
Xxxxx
Xxxxxxxxx
Its:
President
COMPANY:
GLOBAL
TELECOM HOLDINGS, LTD.,
A
British
Virgin Islands corporation
By:
/s/
Li
Yankuan__________________
Li
Yankuan
Its:
President
8
SHAREHOLDERS:
GLOBAL
TELECOM HOLDINGS LIMITED,
a
British
Virgin Islands corporation, as Attorney-in-fact
By:
/s/
Li
Yankuan _________________________
Li
Yankuan, its President
9
SCHEDULE
“A”
Allocation
of Shareholders
Total
of
39,817,500 shares to be issued as follows:
|
Li
Yankuan
|
12,343,424
|
|
Room
A, 1/F, Yue Fat Xxxxxxxx, 00/00 Xxx Xx Xxxx, Xxxxxxx, Xxxx
Xxxx
|
|
|
Xxxx
Xxxxxxx
|
597,262
|
|
Room
A, 1/F, Yue Fat Xxxxxxxx, 00/00 Xxx Xx Xxxx, Xxxxxxx, Xxxx
Xxxx
|
|
|
Li
Hanguang
|
1,791,787
|
|
Room
A, 1/F, Yue Fat Xxxxxxxx, 00/00 Xxx Xx Xxxx, Xxxxxxx, Xxxx
Xxxx
|
|
|
Ni
Jingda
|
1,792,769
|
|
Apt
Dô29/FôA5Building,
Haojing Xuan, Regal Riviera, Xx Xxxx Road, HaiZhu District, Guangzhou,
China
|
|
|
Li
Zhikeng
|
1,791,787
|
|
Room
A, 1/F, Yue Fat Xxxxxxxx, 00/00 Xxx Xx Xxxx, Xxxxxxx, Xxxx
Xxxx
|
|
|
Xx
Xxxxxx
|
1,791,787
|
|
Apt
Dô29/FôA5Building,
Haojing Xuan, Regal Riviera, Xx Xxxx Road, HaiZhu District, Guangzhou,
China
|
|
|
Wu
Linnian
|
1,393,613
|
|
Room
A, 1/F, Yue Fat Xxxxxxxx, 00/00 Xxx Xx Xxxx, Xxxxxxx, Xxxx
Xxxx
|
|
|
Xxxx
Xxx
|
398,175
|
|
Room
A, 1/F, Yue Fat Xxxxxxxx, 00/00 Xxx Xx Xxxx, Xxxxxxx, Xxxx
Xxxx
|
|
|
Xxxxx
Xxxxx
|
796,350
|
|
Apt
Dô29/FôA5Building,
Haojing Xuan, Regal Riviera, Xx Xxxx Road, HaiZhu District, Guangzhou,
China
|
|
|
Henan
Huasheng Investment Limited
|
1,791,788
|
|
Apt
Dô29/FôA5Building,
Haojing Xuan, Regal Riviera, Xx Xxxx Road, HaiZhu District, Guangzhou,
China
|
|
|
Yan
Chendi
|
2,070,510
|
|
Xxxx
000, Xx. 0, Xxxxxxxx Xxxx, Xxxxxxxx, Xxxxx 200070
|
|
|
Xxx
Xxx Sang
|
1,393,613
|
|
Rm
203, Siu Fat Ind. Bldg., 139-141 Xxx Xxx St, Xxxx Xxxx, Kowloon,
Hong
Kong
|
|
|
Xxx
Xxxxxx Loon Xxxxxxx
|
716,715
|
|
Rm
203, Siu Fat Ind. Bldg., 139-141 Xxx Xxx St, Xxxx Xxxx, Kowloon,
Hong
Kong
|
|
|
Investgold
Limited
|
1,393,613
|
|
Rm
203, Siu Fat Ind. Bldg., 139-141 Xxx Xxx St, Xxxx Xxxx, Kowloon,
Hong Kong
|
|
|
Xxx
Xx
|
955,620
|
|
0X,
Xxxxx 0, Xxxxxxxxxxxxx Xxxx, 0 Xxxx Xxx Xxxxx, Xxx Xx, XX, Xxxx
Xxxx
|
|
|
Xxxx
Xxxx Xxx Xxx
|
238,905
|
10
|
Xxxx
X, 00/X, Xxx 0, Xxxxx by the Park, Xxxx Xxxx, NT, Hong
Kong
|
|
|
Xxxx
Xxx Tat
|
238,905
|
|
Rm
6, 14/F, Xxx Xxx Xxxxx, Xxx Xxxx Xxxxx, Xxxx Xxx, XX, Xxxx
Xxxx
|
|
|
Xxx
Xxxx Xxxxxxx
|
358,358
|
|
Rm
F, 00/X, Xxxxx 00, Xxxxxx Xxxxx, Xxxxxxx, Xxxxxxx, Xxxx
Xxxx
|
|
|
Lun
Xxx Xxx
|
477,810
|
|
Rm
403, No. 18 Xxxx Xx First Street, Xxxx Xx Bei Road, Guangzhou,
China
|
|
|
Xxxxx
Xxx Yi
|
597,263
|
|
Rm
403, No. 18 Xxxx Xx First Street, Xxxx Xx Bei Road, Guangzhou,
China
|
|
|
Xxxxxx
Group Limited
|
3,503,940
|
|
1507,
Greenland Commercial Land, 0000 Xxxxxx Xxxx, Xxxxxxxx Xxxxx,
000000
|
|
|
He
Junzhi
|
2,627,955
|
|
Xx
000, Xx. 00, 1280 Hualing Road, Shanghai, China, 200442
|
|
|
Xx
Xxxxx
|
250,000
|
|
Xxxx
0000, Xxxxx Xxxxx, Xxxxxx Xxxxx, Xx. 000 Guangzhou Avenue North,
Guangzhou, PRC 510075
|
|
|
Yuan
Guanghui
|
125,000
|
|
Xxxx
0000, Xxxxx Xxxxx, Xxxxxx Xxxxx, Xx. 000 Guangzhou Avenue North,
Guangzhou, PRC 510075
|
|
|
Xxxx
Xxxxxxxx
|
175,000
|
|
Xxxx
0000, Xxxxx Xxxxx, Xxxxxx Xxxxx, Xx. 000 Xxxxxxxxx Xxxxxx Xxxxx,
Xxxxxxxxx, XXX 000000
|
|
|
Xx
Xxxxxx
|
10,000
|
|
Xxxx
0000, Xxxxx Xxxxx, Xxxxxx Xxxxx, Xx. 000 Guangzhou Avenue North,
Guangzhou, PRC 510075
|
|
|
Ma
Zhixin
|
17,236
|
|
Xxxx
0000, Xxxxx Xxxxx, Xxxxxx Xxxxx, Xx. 000 Guangzhou Avenue North,
Guangzhou, PRC 510075
|
|
|
Xxx
Xxxxxx
|
15,243
|
|
Xxxx
0000, Xxxxx Xxxxx, Xxxxxx Xxxxx, Xx. 000 Guangzhou Avenue North,
Guangzhou, PRC 510075
|
|
|
He
Qinger
|
17,136
|
|
Xxxx
0000, Xxxxx Xxxxx, Xxxxxx Xxxxx, Xx. 000 Guangzhou Avenue North,
Guangzhou, PRC 510075
|
|
|
Xxxx
Xxxxxxx
|
11,457
|
|
Xxxx
0000, Xxxxx Xxxxx, Xxxxxx Xxxxx, Xx. 000 Guangzhou Avenue North,
Guangzhou, PRC 510075
|
|
|
Xxxx
Xxxxxxxx
|
11,457
|
|
Xxxx
0000, Xxxxx Xxxxx, Xxxxxx Xxxxx, Xx. 000 Guangzhou Avenue North,
Guangzhou, PRC 510075
|
|
|
Xx
Xxxxxxx
|
11,457
|
|
Xxxx
0000, Xxxxx Xxxxx, Xxxxxx Xxxxx, Xx. 000 Guangzhou Avenue North,
Guangzhou, PRC 510075
|
|
|
Xxxx
Xxxxx
|
7,658
|
11
|
Room
1802, North Tower, Suntec Plaza, No. 000 Xxxxxxxxx Xxxxxx Xxxxx,
Xxxxxxxxx, XXX 000000
|
|
|
Xxxxx
Xxxxxx
|
11,457
|
|
Xxxx
0000, Xxxxx Xxxxx, Xxxxxx Xxxxx, Xx. 000 Guangzhou Avenue North,
Guangzhou, PRC 510075
|
|
|
Li
Ziyan
|
12,038
|
|
Xxxx
0000, Xxxxx Xxxxx, Xxxxxx Xxxxx, Xx. 000 Guangzhou Avenue North,
Guangzhou, PRC 510075
|
|
|
Xx
Xxxxxxxx
|
5,678
|
|
Xxxx
0000, Xxxxx Xxxxx, Xxxxxx Xxxxx, Xx. 000 Guangzhou Avenue North,
Guangzhou, PRC 510075
|
|
|
Song
Yanfang
|
5,778
|
|
Xxxx
0000, Xxxxx Xxxxx, Xxxxxx Xxxxx, Xx. 000 Guangzhou Avenue North,
Guangzhou, PRC 510075
|
|
|
Xxx
Xxxxxxxx
|
5,778
|
|
Xxxx
0000, Xxxxx Xxxxx, Xxxxxx Xxxxx, Xx. 000 Guangzhou Avenue North,
Guangzhou, PRC 510075
|
|
|
Deng
Bingzhao
|
7,500
|
|
Xxxx
0000, Xxxxx Xxxxx, Xxxxxx Xxxxx, Xx. 000 Guangzhou Avenue North,
Guangzhou, PRC 510075
|
|
|
Chen
Shaolian
|
10,000
|
|
Xxxx
0000, Xxxxx Xxxxx, Xxxxxx Xxxxx, Xx. 000 Guangzhou Avenue North,
Guangzhou, PRC 510075
|
|
|
Xiao
Jinghui
|
5,678
|
|
Xxxx
0000, Xxxxx Xxxxx, Xxxxxx Xxxxx, Xx. 000 Guangzhou Avenue North,
Guangzhou, PRC 510075
|
|
|
Xxxx
Xxxxxxxx
|
15,000
|
|
Xxxx
0000, Xxxxx Xxxxx, Xxxxxx Xxxxx, Xx. 000 Guangzhou Avenue North,
Guangzhou, PRC 510075
|
|
|
Xxxx
Xxxxxxxx
|
15,000
|
|
Xxxx
0000, Xxxxx Xxxxx, Xxxxxx Xxxxx, Xx. 000 Guangzhou Avenue North,
Guangzhou, PRC 510075
|
|
|
Qin
Yingbo
|
10,000
|
|
Xxxx
0000, Xxxxx Xxxxx, Xxxxxx Xxxxx, Xx. 000 Guangzhou Avenue North,
Guangzhou, PRC 510075
|
|
|
Total
|
39,817,500
|
12
Schedule
B
Financial
statement of Buyer as of September 30, 2006
AVALON
DEVELOPMENT ENTERPRISES, INC.
Balance
Sheet (Unaudited)
September
30, 2006
|
|
|
|||
|
ASSETS
|
|
|||
|
Current
Assets:
|
|
|||
|
Cash
& Cash Equivalents
|
$
|
2,111.63
|
||
|
Accounts
Receivable
|
920.20
|
|||
|
Employee
Advances
|
499.77
|
|||
|
Total
Current Assets
|
3,531.60
|
|||
|
Fixed
Assets:
|
||||
|
Computer
&
Office Equipment
|
14,289.29
|
|||
|
Accumulated
Depreciation
|
(13,714.07
|
)
|
||
|
Total
Fixed Assets
|
572.22
|
|||
|
$
|
4,106.82
|
|||
|
Liabilities
|
||||
|
Current
Liabilities:
|
||||
|
Other
Current Liabilities
|
||||
|
Accounts
Payable
|
$
|
829.34
|
||
|
Accrued
Payroll
|
499.77
|
|||
|
Payroll
Taxes Payable
|
130.80
|
|||
|
Sales
Tax Payable
|
62.91
|
|||
|
Total
Current Liabilities
|
1,522.82
|
|||
|
Total
Liabilities
|
1,522.82
|
|||
|
Stockholders'
Equity:
|
||||
|
Common
Stock, $.01 par value, 75,000,000 shares
|
||||
|
authorized,
1,494,000 shares issued & outstanding -
|
||||
|
NOTE
F
|
332.00
|
|||
|
Paid
in
Capital
|
28,826.26
|
|||
|
Retained
Earnings
|
(26,574.26
|
)
|
||
|
Total
Stockholders' Equity
|
2,584.00
|
|||
|
TOTAL
LIABILITIES & STOCKHOLDERS' EQUITY
|
$
|
4,106.82
|
||
13
Schedule
C
Assets
and Intellectual Property of Global Telecom
As
of November 30, 0000
Xxx
|
1.
|
Cash:
|
315,453.61
|
|
|
2.
|
Bank
deposite:
|
748.32
|
|
|
3.
|
Accounts
Receivable:
|
4,355,642.35
|
|
|
1)
|
Yangdong
Operation Department, Huizhou Branch of China Unicom
|
1,824,541.58
|
|
|
2)
|
Guangzhou
YueShen Taiyang Network & Technology Co., Ltd
|
929,782.91
|
|
|
3)
|
Mingfa
Operation Department, Zhongshan Branch of China Unicom
|
1,601,317.86
|
|
|
4.
|
Other
accounts receivable:
|
1,109,957.13
|
|
|
1)
|
South
Communication Equipment Factory
|
931,066.88
|
|
|
2)
|
Tianhe
Changjiang Communication Industry Company
|
1,041,793.54
|
|
|
3)
|
Baida
Net Communication
|
861,889.63
|
|
|
4)
|
Dongshan
Zhongxun City
|
1,058,088.61
|
|
|
5)
|
Yingyuan
Building
|
720,156.19
|
|
|
6)
|
Huangpu
Store
|
127,920.90
|
|
|
7)
|
Metro
Company
|
-290.96
|
|
|
8)
|
Taicheng
Property Management
|
3,700.87
|
|
|
9)
|
Xxx
Xx Fang Company
|
125,000
|
|
|
10)
|
Guangzhou
Guangxin Company
|
700
|
|
|
11)
|
Ling
Yuan Xi Store
|
100,000
|
|
|
12)
|
Guangzhou
YueShen Taiyang Network & Technology Co., Ltd
|
1,905,615.44
|
|
|
13)
|
Withholding
Tax
|
-5,765,683.97
|
|
|
5.
|
Advance
accounts
|
1,582,520
|
|
|
1)
|
Huizhou
wangcai Cable Factory:
|
625,585.15
|
|
|
2)
|
Jieyang
Morning Light Communication Cable Factory:
|
956,934.85
|
|
|
6.
|
Inventory:
|
134,861.59
|
|
|
7.
|
Fix
assets original value
|
1,215,759.79
|
|
|
1)
|
5
cars
|
886,500
|
|
|
· Toyota
|
148,900
|
||
|
· ELANTRA
|
134,360
|
||
|
· ELANTRA
|
135,400
|
14
|
· Jetta
|
120,640
|
||
|
· Passat
|
347,200
|
||
|
2)
|
9
computers
|
112,200
|
|
|
· One
SAMSUNG
|
7,200
|
||
|
· Two
LG
|
12,640
|
||
|
· Two
LEGEND
|
13,160
|
||
|
· Four
IBM Luggable computers
|
79,200
|
||
|
3)
|
5
electrographs:
|
39,675
|
|
|
· canonôfour
|
36,000
|
||
|
· Brother,
one
|
3,675
|
||
|
4)
|
12
air-conditions
|
108,670
|
|
|
· Kelong:5
pieces
|
49,300
|
||
|
· Gree:4
pieces
|
44,400
|
||
|
· Hualing:3
pieces
|
14,970
|
||
|
5)
|
Office
equipment
|
68,714.79
|
|
|
· Conference
Table HY-A
|
12,000
|
||
|
· office
table BD-L
|
8,800
|
||
|
· office
table BD-MS6
|
6,300
|
||
|
· office
table BD-M
|
6,000
|
||
|
· office
table BD-S
|
3,800
|
||
|
· a
set of filing cabinet
|
23,814.79
|
||
|
· NP1215Canon
Copy machine
|
8,000
|
