EXHIBIT 10.1
THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 (THE "1933 ACT"), NOR REGISTERED UNDER ANY
STATE SECURITIES LAW, AND ARE "REGISTERED SECURITIES" AS THAT TERM IS DEFINED IN
RULE 144 UNDER THE 1933 ACT. THE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE 1933 ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED
TO THE SATISFACTION OF THE COMPANY.
AGREEMENT FOR THE EXCHANGE OF STOCK
AGREEMENT made this 30 day of May, 2000, by and between Bio-One
Corporation, a Nevada corporation, (hereinafter referred to as the "ISSUER") and
Crown Enterprises, Inc. and the individuals listed in Exhibit A attached hereto,
(the "SHAREHOLDERS"), which SHAREHOLDERS own all of the issued and outstanding
shares of Crown Enterprises, Inc., a Florida corporation. ("CEI")
In consideration of the mutual promises, covenants, and representations
contained herein, and other good and valuable consideration,
THE PARTIES HERETO AGREE AS FOLLOWS:
1. EXCHANGE OF SECURITIES. Subject to the terms and conditions of this
Agreement, the ISSUER agrees to issued to SHAREHOLDERS, 10,000,000 shares of the
common stock of ISSUER, $0.001 par value (the "Shares"), in exchange for 100% of
the issued and outstanding shares of CEI, such that CEI shall become a wholly
owned subsidiary of the ISSUER.
2. REPRESENTATIONS AND WARRANTIES. ISSUER represents and warrants to
SHAREHOLDERS and CEI the following:
i. Organization. ISSUER is a corporation duly organized, validly
existing, and in good standing under the laws of Dealware, and has all
necessary corporate powers to own properties and carry on a business, and
is duly qualified to do business and is in good standing in Nevada. All
actions taken by the ISSUER have been valid and in accordance with the laws
of the State of Nevada.
ii. Capital The authorized capital stock of ISSUER consists of
20,000,000 shares of common stock, $0.001 par value, of which 11,700,000
are issued and outstanding, and 1,000,000 shares of preferred stock, par
value $.001, none of which are issued. All outstanding shares are fully
paid and non assessable, free of liens, encumbrances, options, restrictions
and legal or equitable rights of others not a party to this Agreement. At
closing, there will be no outstanding subscriptions, options, rights,
warrants, convertible securities, or other agreements or commitments
obligating ISSUER to issue or transfer from treasury any additional shares
of its
capital stock. None of the outstanding shares of ISSUER are subject to any
stock restriction agreements. All of the shareholders of ISSUER have valid
title to such shares and acquired their shares in a lawful transaction and
in accordance with the laws of Nevada.
iii. Financial Statements. Exhibit B to this Agreement includes the
balance sheet of ISSUER as of May 31, 2000, and the related statements of
income and retained earnings for the period then ended. The financial
statements have been prepared in accordance with generally accepted
accounting principles consistently followed by ISSUER throughout the
periods indicated, and fairly present the financial position of ISSUER as
of the date of the balance sheet in the financial statements, and the
results of its operations for the periods indicated.
iv. Absence of Changes. Since the date of the financial statements,
there has not been any change in the financial condition or operations of
ISSUER, except changes in the ordinary course of business, which changes
have not in the aggregate been materially adverse.
v. Liabilities. ISSUER does not have any debt, liability, or
obligation of any nature, whether accrued, absolute, contingent, or
otherwise, and whether due or become due, that is not reflected on the
ISSUER'S financial statement. ISSUER is not aware of any pending,
threatened or asserted claims, lawsuits or contingencies involving ISSUER
or its common stock. There is no dispute of any kind between ISSUER and any
third party, and no such dispute will exist at the closing of this
Agreement. At closing, ISSUER will be free from any and all liabilities,
liens, claims, and/or commitments.
vi. Ability to Carry Out Obligations. ISSUER has the right, power, and
authority to enter into and perform its obligations under this Agreement.
The execution and delivery of this Agreement by ISSUER and the performance
by ISSUER of its obligations hereunder will not cause, constitute, or
conflict with or result in (a) any breach or violation or any of the
provisions of or constitute a default under any license, indenture,
mortgage, charter, instrument, articles of incorporation, bylaw, or other
agreement or instrument to which ISSUER or its shareholders are a party, or
by which they may be bound, nor will any consents or authorizations of any
party other than those hereto be required, (b) an event that would cause
ISSUER to be liable to any party, or (c) an event that would result in the
creation or imposition or any lien, charge or encumbrance on any asset of
ISSUER or upon the securities of ISSUER to be acquired by SHAREHOLDERS.
vii. Full Disclosure. None of the representations and warranties made
by the ISSUER, or in any certificate or memorandum furnished or to be
furnished by the ISSUER, contains or will contain any untrue statement of a
material fact, or omit any material fact the omission of which would be
misleading.
viii. Contract and Leases. ISSUER is not currently carrying on any
business and is not a party to any contract, agreement or lease. No person
holds a power of attorney from ISSUER.
ix. Compliance with Laws. ISSUER has complied with, and is not in
violation of any federal, state, or local statute, law, and/or regulation
pertaining to ISSUER. ISSUER has
complied with all federal and state securities laws in connection with the
issuance, sale and distribution of its securities.
x. Litigation. ISSUER is not (and has not been) a party to any suit,
action, arbitration, or legal, administrative, or other proceeding, or
pending governmental investigation. To the best knowledge of the ISSUER,
there is no basis for any such action or proceeding and no such action or
proceeding is threatened against ISSUER and ISSUER is not subject to or in
default with respect to any order, writ, injunction, or decree of any
federal, state, local, or foreign court, department, agency, or
instrumentality.
xi. Conduct of Business. Prior to the closing, ISSUER shall conduct
its business in the normal course, and shall not (1) sell, pledge, or
assign any assets (2) amend its Articles of Incorporation or Bylaws, (3)
declare dividends, redeem or sell stock or other securities, (4) incur any
liabilities, (5) acquire or dispose of any assets, enter into any contract,
guarantee obligations of any third party, or (6) enter into any other
transaction.
xii. Corporate Documents. Copies of each of the following documents,
which are true, complete and correct in all material respects, will be
attached to and made a part of this Agreement:
1. Articles of Incorporation;
2. Bylaws;
3. Minutes of Shareholders Meetings;
4. Minutes of Directors Meetings;
5. List of Officers and Directors;
6. Balance Sheet as of May 31, 2000 together with other financial
statements described in Section 2 (iii);
7. Stock register and stock records of ISSUER and a current,
accurate list of ISSUER's shareholders.
xiii. Documents. All minutes, consents or other documents pertaining
to ISSUER to be delivered at closing shall be valid and in accordance with
the laws of Nevada.
xiv. Title. The Shares to be issued to SHAREHOLDERS will be, at
closing, free and clear of all liens, security interests, pledges, charges,
claims and encumbrances of any kind. None of such Shares are or will be
subject to any voting trust or agreement. No person holds or has the right
to receive any proxy or similar instrument with respect to such shares,
except as provided in this Agreement, the ISSUER is not a party to any
agreement which offers or grants to any person the right to purchase or
acquire any of the securities to be issued to SHAREHOLDERS. There is no
applicable local, state or federal law, rule, regulation, or decree which
would result of the issuance of the Shares to SHAREHOLDERS, impair,
restrict, or delay SHAREHOLDERS' voting rights with respect to the Shares.
3. SHAREHOLDERS and CEI represent and warrant to ISSUER the following:
i. Organization. CEI is a corporation duly organized, validly
existing, and in good standing under the laws of Arizona, and has all
necessary corporate powers to own properties and carry on a business, and
is duly qualified to do business and is in good standing in
Arizona. All actions taken by the Incorporators, directors and shareholders
of CEI have been valid and in accordance with the laws of the State of
Arizona.
ii. Shareholder and Issued Stock. Exhibit A annexed hereto sets forth
the names and share holdings of 100% of CEI's shareholders.
iii. Listing Stock for Trading Upon closing, SHAREHOLDERS and CEI
shall take all steps reasonably necessary to get the ISSUER's common stock
listed for trading in NASD Automated Bulletin Board and to, as soon as
practicably possible, have the company listed with Standard and Poors or
Moodys in their Accelerated Corporate Report.
iv. Counsel. SHAREHOLDERS and CEI represent and warrant that prior to
Closing, that they are represented by independent counsel or have had the
opportunity to retain independent counsel to represent them in this
transaction and that prior to Closing, the law offices of Xxxxxx X.
Xxxxxxxx & Associates has acted as exclusive counsel to the ISSUER and has
not represented either the SHAREHOLDERS or CEI in any manner whatsoever.
v. Consents. SHAREHOLDERS and CEI represent and warrant that 100% of
shareholders of CEI have consented to and authorized the Board of Directors
of CEI to enterinto and execute this agreement.
4. INVESTMENT INTENT. SHAREHOLDERS agrees that the Shares being issued
pursuant to this Agreement may be sold, pledged, assigned, hypothecate or
otherwise transferred, with or without consideration (a "Transfer"), only
pursuant to an effective registration statement under the Act, or pursuant to an
exemption from registration under the Act, the availability of which is to be
established to the satisfaction of ISSUER. SHAREHOLDERS agrees, prior to any
Transfer, to give written notice to ISSUER expressing his desire to effect the
transfer and describing the proposed transfer.
5. CLOSING. The execution of this agreement by all signatories constitutes
the closing of this transaction and this agreement .shall be binding upon the
parties thereafter.
6. DOCUMENTS TO BE DELIVERED AT CLOSING.
i. By the ISSUER
(1) Board of Directors Minutes authorizing the issuance of a
certificate or certificates for 10,000,000 Shares, registered in the
names of the SHAREHOLDERS equal to their pro-rata holdings in CEI.
(2) The resignation of all officers of ISSUER.
(3) A Board of Directors resolution appointing such person as
SHAREHOLDERS designate as a director(s) of ISSUER.
(4) The resignation of all of the directors of ISSUER, except
that of SHAREHOLDER'S designee, sated subsequent to the resolution
described in 3, above.
(5) Unaudited financial statements of ISSUER, which shall include
a balance sheet dated as of May 31, 2000 and statements of operations,
stockholders equity and cash flows for the twelve month period ended.
(6) All of the business and corporate records of ISSUER,
including but not limited to correspondence files, bank statements,
checkbooks, savings account books, minutes of shareholder and director
meetings, financial statements, shareholder listings, stock transfer
records, agreements and contracts.
(7) Such other minutes of ISSUER's shareholders or directors as
may reasonably be required by SHAREHOLDERS.
(8) An Opinion Letter from ISSUER'S Attorney attesting to the
validity and condition of the ISSUER.
ii. By SHAREHOLDER AND CEI:
(1) Delivery to the Issuer, to its Transfer Agent, the
certificates representing 100% of the issued and outstanding stock of
CEI.
7. REMEDIES.
i. Arbitration. Any controversy or claim arising out of, or relating
to, this Agreement, or the making, performance, or interpretation thereof,
shall be settled by arbitration in Palm Beach County, Florida in accordance
with the Commercial Arbitration Rules of the American Arbitration
Association then existing. The arbitrator assigned shall have the authority
and power to decide all arbitratible issues. Judgment on the arbitration
award may be entered in any court having jurisdiction over the subject
matter of controversy. The prevailing party in such claim or controversy
shall be entitled to recover all costs and expenses of such claim or
controversy, including attorneys fees from the non-prevailing party.
8. MISCELLANEOUS.
i. Captions and Headings. The Article and paragraph headings
throughout this Agreement are for convenience and reference only, and shall
in now way be deemed to define, limit, or add to the meaning of any
provision of this Agreement.
ii. No Oral change. This Agreement and any provision herein, may not
be waived, changed, modified, or discharged orally, but only by an
agreement in writing signed by the party against whom enforcement of any
waiver, change modification, or discharge is sought.
iii. Non Waiver. Except as otherwise provided herein, no waiver of any
covenant, condition, or provision of this Agreement shall be deemed to have
been made unless
expressly in writing and signed by the party against whom such waiver is
charged; and (I) the failure of any party to insist in any one or more
cases upon the performance of any of the provisions, covenants, or
conditions of this Agreement or to exercise any option herein contained
shall not be construed as a waiver or relinquishment for the future of any
such provisions, covenants, or conditions, (ii) the acceptance of
performance of anything required by this Agreement to be performed with
knowledge of the breach or failure of a covenant, condition, or provision
hereof shall not be deemed a waiver of such breach or failure, and (iii) no
waiver by any party of one breach by another party shall be construed as a
waiver with respect to any other or subsequent breach.
iv. Time of Essence. Time is of the essence of this Agreement and of
each and every provision hereof.
v. Entire Agreement. This Agreement contains the entire Agreement and
understanding between the parties hereto, and supersedes all prior
agreements and understandings.
vi. Counterparts. This Agreement may be executed simultaneously in one
or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
vii. Notices. All notices, requests, demands, and other communications
under this Agreement shall be in writing and shall be deemed to have been
duly given on the date of service if served personally on the party to whom
notice is to be given, or on the third day after mailing if mailed to the
party to whom notice is to be given, by first class mail, registered or
certified, postage prepaid, and properly addressed, and by fax, as follows:
ISSUER: Xxxx X. Xxxxxxxx
X.X. Xxx 000
Xxxx Xxxxx, XX 00000
With a copy to: Xxxxxx X. Xxxxxxxx, Esquire
000 Xxxxxxx Xxxxxx, Xxxxx 000,
Xxxx Xxxxx, XX 00000
CEI: Xxxxxx Xxxxxxxxx
000 Xxxxxxx Xx. (xxxxx 000)
Xxxx Xxxx, XX 00000
IN WITNESS WHEREOF, the undersigned has executed this Agreement this 30 day
of May, 2000.
BIO-ONE CORPORATION CROWN ENTERPRISES, INC.
By: /s/ Xxxx X. Xxxxxxxx By: /s/ Xxxxxx Xxxxxxxxx
------------------------- -----------------------------
Xxxx X. Xxxxxxxx, President Xxxxxx Xxxxxxxxx, President
EXHIBIT A
SHAREHOLDERS OF CROWN ENTERPRISES
NAME SHARES
Xxxxx Xxxxxxxx 4,597,500
Xxxxxx Xxxxxxxxx 4,597,500
Xxxxxxx Xxxxxx 250,000
Xxxxxxx Xxxxxx 250,000
Xxxxx Xxxxx 120,000
Xxxxxxx XxXxxxxxx 100,000
Xxxxxx Xxxxxx 25,000
Xxxxx & Xxxxxxx Xxxx 20,000
Xxxxxxx Xxxxxx 20,000
Xxx Xxxxxxxx 20,000
Total 10,000,000
EXHIBIT B
BIO-ONE CORPORATION
Balance Sheet
May 31, 2000
ASSETS
Current Assets:
Cash $-0-
Organizational Costs $16,000
Total Assets $16,000
SHAREHOLDERS' EQUITY
Shareholder's Equity:
Common Stock, par value $.001 per share;
20,000,000 shares authorized,
11,700,000 shares issued and outstanding $11,700
Additional paid-in-capital 4,300
Total Shareholder's Equity $16,000
