ASSET PURCHASE AGREEMENT
THIS AGREEMENT (the "Agreement") is made this 3rd day of February,
2000, among XxxxxXxxxx.xxx, Inc., a Utah corporation ("CraftClick"); and Art 2
Art L.L.C., a Missouri limited liability company ("Art2Art"), and its members
(the "Art2Art Members").
W I T N E S S E T H:
RECITALS
WHEREAS, Art2Art owns the websites (xxx.xxx0xxx.xxx and
xxx.xxx0xxxxxxxxx.xxx) and all related assets, all intellectual property
related to the Art2Art business, Art2Art's currently registered members and
mailing lists, all domain names registered to the Art2Art business and those
that relate to the Art2Art business, the entire content of the Art2Art
websites (the "Art2Art Assets"), and the name "Art 2 Art L.L.C." or any
derivations thereof, all of which Art2Art wishes to sell to CraftClick and
CraftClick wishes to acquire.
WHEREAS, the respective Boards of Directors of CraftClick and
Art2Art have adopted resolutions pursuant to which CraftClick shall acquire
and Art2Art shall sell the Art2Art Assets; and
WHEREAS, the sole consideration for the Art2Art Assets shall be
the exchange of $0.001 par value common stock of CraftClick (which shares are
all "restricted securities" as defined in Rule 144 of the Securities and
Exchange Commission); and
WHEREAS, Art2Art shall acquire in exchange the "restricted
securities" of CraftClick in a reorganization within the meaning of Section
368(a)(1)(C), Section 351 or other tax exempt Sections, rules or regulations
of the Internal Revenue Code of 1986, as amended, only to the extent any such
Sections, rules or regulations are applicable to this Agreement and the
transactions contemplated hereby;
NOW, THEREFORE, in consideration of the mutual covenants and
promises contained herein, it is agreed:
Section 1
Exchange of Stock
1.1 Number of Shares. CraftClick shall issue 825,000 shares of
its $0.001 par value common voting stock in exchange for the Art2Art Assets,
subject to the assumption of liabilities related to the Art2Art Assets as
carried on the financial statements of Art2Art referred elsewhere herein,
except for the $103,759 obligation due and owing to a related party, for which
such party shall indemnify and hold CraftClick harmless; and provided further
that the Art2Art Members shall pay CraftClick an aggregate total of $4,700 at
the closing (the "Closing") as partial payment on the outstanding liabilities
of Art2Art; and the Art2Art Members shall indemnify and hold CraftClick
harmless from and against any other undisclosed liabilities of Art2Art. All
of the shares of CraftClick common stock to be issued to Art2Art shall be
"restricted securities" as defined in Rule 144 of the Securities and Exchange
Commission, and shall be issued in accordance with and subject to applicable
securities laws, rules and regulations, and, when issued for the consideration
indicated, shall be deemed fully paid and non-assessable.
1.2 Further Assurances. At the Closing, and from time to time
thereafter, Art2Art shall execute such additional instruments and take such
other action as CraftClick may request in order to exchange and transfer clear
title and ownership in the Art2Art Assets to CraftClick, without further
consideration.
1.3 Additional Assets to be Conveyed to and/or Included in the
Assets of Art2Art on Closing. In addition to Art2Art conveying the Art2Art
Assets or other assets presently evidenced in the financial statements of
Art2Art, the Art2Art Members shall convey and/or assign to Art2Art and/or
CraftClick any and all interest each has in the websites xxx.xxx0xxx.xxx and
xxx.xxx0xxxxxxxxx.xxx and all related assets, all intellectual property
related to the Art2Art business, Art2Art's currently registered members and
mailing lists, all domain names registered to the Art2Art business and those
that relate to the Art2Art business, the entire content of the Art2Art
websites and the name "Art 2 Art L.L.C." or any derivations thereof. The
execution and delivery by Art2Art and the Art2Art Members of this Agreement
shall be deemed to be an assignment and conveyance of such additional assets,
free and clear of any liens or encumbrances.
1.4 Covenant Not to Compete and Use of Confidential Information.
By the execution and delivery of this Agreement, the Art2Art Members covenant
and agree not to compete with CraftClick in any manner whatsoever relating to
the past, present or known proposed business of Art2Art for a period of one
year from the date hereof without the express written permission of
CraftClick; and, the Art2Art Members shall not divulge, use or otherwise deal
with or utilize any of the property, assets or business of Art2Art, including
the Art2Art Assets or the assets outlined in Section 1.3 above, without
qualification, without the express written permission of CraftClick.
1.5 Securities and Exchange Commission Filings. Promptly after
Closing, the directors and executive officers of CraftClick shall cause an 8-K
Current Report dated as of the Closing to be filed with the Securities and
Exchange Commission.
1.6 Closing. The Closing shall take place on the exchange of
duly executed copies of this Agreement and any related exhibits by CraftClick,
Art2Art and the Art2Art Members, and the satisfaction or waiver of any
required conditions to Closing of the parties set forth in Sections 5 and 6
hereof.
Section 2
Closing
The Closing contemplated by Section 1 shall be held at the offices
of Xxxxxxx X. Xxxxxxxxxx, Esq., Suite 205 Hermes Building, 000 Xxxx 000 Xxxxx,
Xxxx Xxxx Xxxx, Xxxx 00000, on or before ten days following the execution and
delivery of this Agreement, unless another place or time is agreed upon in
writing by the parties. The Closing may be accomplished by wire, express mail
or other courier service, conference telephone communications or as otherwise
agreed by the respective parties or their duly authorized representatives.
Section 3
Representations and Warranties of CraftClick
CraftClick represents and warrants to, and covenants with Art2Art
and the Art2Art Members as follows:
3.1 Corporate Status. CraftClick is a corporation duly
organized, validly existing and in good standing under the laws of the State
of Utah 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 (Utah only).
CraftClick 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. CraftClick is a "reporting
issuer" as that term is defined under the Securities Exchange Act of 1934, as
amended (the "1934 Act"); it is "current" in the filing of all reports
required to be filed by it; and the registration statements and reports
previously filed by it with the Securities and Exchange Commission are true
and correct in every material respect and 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. Its common stock is nominally quoted on the OTC Bulletin Board
of the National Association of Securities Dealers, Inc. (the "NASD") under the
symbol "CTCK."
3.2 Capitalization. The current pre-Agreement authorized
capital stock of CraftClick consists of 300,000,000 shares of $0.001 par value
common voting stock, of which approximately 14,102,945 shares are issued and
outstanding, all fully paid and non-assessable; and 5,000,000 shares of $0.001
par value preferred stock, 100,000 shares of which have been designated as
Series A Convertible Preferred Stock, redeemable and convertible into 10
shares of common stock, and 49,000 of which are the only shares of CraftClick
preferred stock which are issued and outstanding. There are various
outstanding options, warrants or calls pursuant to which CraftClick is
obligated to issue additional shares of its authorized and unissued common
stock; and there are no options, warrants or calls to purchase any authorized
but unissued shares of preferred stock.
3.3 Financial Statements. The financial statements of
CraftClick furnished to the Art2Art Members and Art2Art, consisting of audited
financial statements for the years ended March 31, 1999 and 1998, and the
period ended September 30, 1999, attached hereto as Exhibit B and incorporated
herein by reference, are correct and fairly present the financial condition of
CraftClick at such dates and for the periods involved; such statements were
prepared in accordance with generally accepted accounting principles
consistently applied, and no material change has occurred in the matters
disclosed therein, except as indicated in Exhibit C, 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. CraftClick 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 C.
3.5 Interim Changes. Since the date of its balance sheets,
except as set forth in Exhibit C, there have been no (1) changes in financial
condition, assets, liabilities or business of CraftClick which, in the
aggregate, have been materially adverse; (2) damages, destruction or losses of
or to property of CraftClick, payments of any dividend or other distribution
in respect of any class of stock of CraftClick, or any direct or indirect
redemption, purchase or other acquisition of any class of any such stock; or
(3) increases paid or agreed to in the compensation, retirement benefits or
other commitments to its employees.
3.6 Title to Property. CraftClick has good and marketable title
to all properties and assets, real and personal, reflected in its balance
sheets, and the properties and assets of CraftClick are subject to no
mortgage, pledge, lien or encumbrance, except for liens shown therein or in
Exhibit C, with respect to which no default exists.
3.7 Litigation. There is no litigation or proceeding pending,
or to the knowledge of CraftClick, threatened, against or relating to
CraftClick, its properties or business, except as set forth in Exhibit C.
Further, no officer, director or person who may be deemed to be an "affiliate"
of CraftClick is party to any material legal proceeding which could have an
adverse effect on CraftClick (financial or otherwise), and none is party to
any action or proceeding wherein any has an interest adverse to CraftClick.
3.8 Books and Records. From the date of this Agreement to the
Closing, CraftClick will (1) give to Art2Art or its representatives full
access during normal business hours to all of CraftClick's offices, books,
records, contracts and other corporate documents and properties so that
Art2Art or its representatives may inspect and audit them; and (2) furnish
such information concerning the properties and affairs of CraftClick as
Art2Art or its representatives may reasonably request.
3.9 Tax Returns. To the extent required by applicable law,
CraftClick 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), CraftClick and its representatives will keep confidential any
information which they obtain from Art2Art concerning the properties, assets
and business of Art2Art. If the transactions contemplated by this Agreement
are not consummated by February 4, 2000, CraftClick will return to Art2Art all
written matter with respect to Art2Art obtained by CraftClick in connection
with the negotiation or consummation of this Agreement.
3.11 Corporate Authority. CraftClick has full corporate power
and authority to enter into this Agreement and to carry out its obligations
hereunder and will deliver to Art2Art or its representatives at the Closing a
certified copy of resolutions of its Board of Directors authorizing execution
of this Agreement by CraftClick's officers and performance thereunder, and
that the directors adopting and delivering such resolutions are the duly
elected and incumbent directors of CraftClick.
3.12 Due Authorization. Execution of this Agreement and
performance by CraftClick hereunder have been duly authorized by all requisite
corporate action on the part of CraftClick, and this Agreement constitutes a
valid and binding obligation of CraftClick and performance hereunder will not
violate any provision of the Articles of Incorporation, Bylaws, agreements,
mortgages or other commitments of CraftClick.
3.13 Environmental Matters. CraftClick has no knowledge of any
assertion by any governmental agency or other regulatory authority of any
environmental lien, action or proceeding, or of any cause for any such lien,
action or proceeding related to the business operations of CraftClick or
CraftClick's predecessors. In addition, to the best knowledge of CraftClick,
there are no substances or conditions which may support a claim or cause of
action against CraftClick or any of CraftClick's current or former officers,
directors, agents or employees, whether by a governmental agency or body,
private party or individual, under any Hazardous Materials Regulations.
"Hazardous Materials" means any oil or petrochemical products, PCB's,
asbestos, urea formaldehyde, flammable explosives, radioactive materials,
solid or hazardous wastes, chemicals, toxic substances or related materials,
including, without limitation, any substances defined as or included in the
definition of "hazardous substances," "hazardous wastes," "hazardous
materials," or "toxic substances" under any applicable federal or state laws
or regulations. "Hazardous Materials Regulations" means any regulations
governing the use, generation, handling, storage, treatment, disposal or
release of hazardous materials, including, without limitation, the
Comprehensive Environmental Response, Compensation and Liability Act, the
Resource Conservation and Recovery Act and the Federal Water Pollution Control
Act.
3.14 Access to Information Regarding Art2Art. CraftClick
acknowledges that it has been delivered copies of what has been represented to
be documentation containing all material information respecting Art2Art and
the Art2Art Assets; 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 Art2Art, and with the legal and accounting firms of
Art2Art, with respect to such documentation; and that to the extent requested,
all questions raised have been answered to CraftClick's complete satisfaction.
Section 4
Representations, Warranties and Covenants of Art2Art and the Art2Art Members
Art2Art and the Art2Art Members represent and warrant to, and
covenant with, CraftClick as follows:
4.1 Ownership. Art2Art and/or the Art2Art Members own the
Art2Art Assets, free and clear of any liens or encumbrances of any type or
nature whatsoever, and have full right, power and authority to convey the
Art2Art Assets without qualification or consents of any others.
4.2 Corporate Status. Art2Art is a limited liability company
duly organized, validly existing and in good standing under the laws of the
State of Missouri and is licensed or qualified as a foreign corporation in all
states or foreign countries and provinces in which the nature of Art2Art's
business or the character or ownership of Art2Art properties makes such
licensing or qualification necessary.
4.4 Financial Statements. The financial statements of Art2Art
furnished to CraftClick, consisting of unaudited balance sheet and the related
statement of operations for the year ended December 31, 1999, and an unaudited
balance sheet and related statement of operations for the one month ended
January 31, 2000, attached hereto as Exhibit D and incorporated herein by
reference, are correct and fairly present the financial condition of Art2Art
as of these dates and for the periods involved, and 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 E, which is attached hereto
and incorporated herein by reference. The Art2Art Assets are properly booked
on the balance sheets of Art2Art in accordance with generally accepted
accounting principals. 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 Confidentiality. Until the Closing (and continuously if
there is no Closing), Art2Art and its representatives will keep confidential
any information which they obtain from CraftClick concerning its properties,
assets and business. If the transactions contemplated by this Agreement are
not consummated by February 4, 2000, Art2Art will return to CraftClick all
written matter with respect to CraftClick obtained by them in connection with
the negotiation or consummation of this Agreement.
4.6 Investment Intent. Art2Art is acquiring the shares to be
exchanged and delivered under this Agreement for investment and not with a
view to the sale or distribution thereof, except that it may dissolve and
distribute these shares to the Art2Art Members, and in such event, the Art2Art
Members have no commitment or present intention to sell or otherwise dispose
of the CraftClick shares. Art2Art (and the Art2Art Members, if applicable)
shall execute and deliver to CraftClick on the Closing an Investment Letter
attached hereto as Exhibit F and incorporated herein by reference,
acknowledging the "unregistered" and "restricted" nature of the shares of
CraftClick being received under the Agreement in exchange for the Art2Art
Assets; receipt of certain material information regarding CraftClick; and
whereby each is compromising and/or waiving any claims each has or may have
against Art2Art under any federal or state securities laws, rules or
regulations or otherwise, by reason of the purchase of any securities of
Art2Art by each or any of them prior to the Closing of the Agreement, or for
any other reason whatsoever.
4.7 Corporate Authority. Art2Art has full corporate power and
authority to enter into this Agreement and to carry out its obligations
hereunder and will deliver to CraftClick or its representative at the Closing
a certified copy of resolutions of its Board of Directors authorizing
execution of this Agreement by its officers and performance thereunder.
4.8 Due Authorization. Execution of this Agreement and
performance by Art2Art hereunder have been duly authorized by all requisite
corporate action on the part of Art2Art, and this Agreement constitutes a
valid and binding obligation of Art2Art and performance hereunder will not
violate any provision of the Articles of Incorporation, Bylaws, agreements,
mortgages or other commitments of Art2Art. With the exception of consents of
Art2Art Members or its Board of Directors, as may be required by applicable
law, no consents or authorizations of any type or nature whatsoever are
required to convey the Art2Art Assets to CraftClick.
4.9 Access to Information Regarding CraftClick. Art2Art and the
Art2Art Members acknowledge that they have been delivered copies of what has
been represented to be documentation containing all material information
respecting CraftClick 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 CraftClick,
and with the legal and accounting firms of CraftClick, with respect to such
documentation; and that to the extent requested, all questions raised have
been answered to their complete satisfaction.
Section 5
Conditions Precedent to Obligations of Art2Art and/or the Art2Art Members
All obligations of Art2Art and/or the Art2Art Members under this
Agreement are subject, at their option, to the fulfillment, before or at the
Closing, of each of the following conditions:
5.1 Representations and Warranties True at Closing. The
representations and warranties of CraftClick contained in this Agreement 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.
5.2 Due Performance. CraftClick shall have performed and
complied with all of the terms and conditions required by this Agreement to be
performed or complied with by it before the Closing.
5.3 Officers' Certificate. Art2Art and the Art2Art Members
shall have been furnished with a certificate signed by the President of
CraftClick, in such capacity, attached hereto as Exhibit G and incorporated
herein by reference, dated as of the Closing, certifying (1) that all
representations and warranties of CraftClick contained herein are true and
correct; and (2) that since the date of the financial statements (Exhibit B
hereto), there has been no material adverse change in the financial condition,
business or properties of CraftClick, taken as a whole.
Section 6
Conditions Precedent to Obligations of CraftClick
All obligations of CraftClick under this Agreement are subject, at
CraftClick's option, to the fulfillment, before or at the Closing, of each of
the following conditions:
6.1 Representations and Warranties True at Closing. The
representations and warranties of Art2Art and the Art2Art Members contained in
this Agreement 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.
6.2 Due Performance. Art2Art and the Art2Art Members shall have
performed and complied with all of the terms and conditions required by this
Agreement to be performed or complied with by them before the Closing.
6.3 Officers' Certificate. CraftClick shall have been furnished
with a certificate signed by the President of Art2Art, in such capacity,
attached hereto as Exhibit H and incorporated herein by reference, dated as of
the Closing, certifying (1) that all representations and warranties of Art2Art
and the Art2Art Members contained herein are true and correct; and (2) that
since the date of the financial statements (Exhibit D), there has been no
material adverse change in the financial condition, business or properties of
Art2Art, taken as a whole.
6.4 Consent of the Art2Art Members. 100% of the Art2Art Members
shall have consented to and executed and delivered the Agreement; a total of
$4,700 shall have been paid to CraftClick; and the party to whom the related
party debt referred to in Section 1.1 hereof is owed shall have agreed in
writing that CraftClick is not liable for such debt.
Section 7
Termination
Prior to Closing, this Agreement may be terminated (1) by mutual
consent in writing; (2) by either the directors of CraftClick or Art2Art and
the Art2Art Members if there has been a material misrepresentation or material
breach of any warranty or covenant by the other party; or (3) by either the
directors of CraftClick or Art2Art and the Art2Art Members if the Closing
shall not have taken place, unless adjourned to a later date by mutual consent
in writing, by the date fixed in Section 2.
Section 8
General Provisions
8.1 Further Assurances. At any time, and from time to time,
after the Closing, each party will execute such additional instruments and
take such action as may be reasonably requested by the other party to confirm
or perfect title to any property transferred hereunder or otherwise to carry
out the intent and purposes of this Agreement.
8.2 Waiver. Any failure on the part of any party hereto to
comply with any of its obligations, agreements or conditions hereunder may be
waived in writing by the party to whom such compliance is owed.
8.3 Brokers. Each party represents to the other parties
hereunder that no broker or finder has acted for it in connection with this
Agreement, 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 any.
8.4 Notices. All notices and other communications hereunder
shall be in writing and shall be deemed to have been given if delivered in
person or sent by prepaid first-class registered or certified mail, return
receipt requested, as follows:
If to CraftClick: 000 Xxxxxx Xxxx.
Xxxxx Xxx Xxx, Xxxxxxxxxx 00000
With a copy to: Xxxxxxx X. Xxxxxxxxxx, Esq.
455 East 000 Xxxxx, #000
Xxxx Xxxx Xxxx, Xxxx 00000
If to Art2Art: 000 Xxxx Xxxxxxx Xxxx
Xxxxx 000 and 408
Xxxxxxxxxxx, Xxxxxxxx 00000
8.5 Entire Agreement. This Agreement constitutes the entire
agreement between the parties and supersedes and cancels any other agreement,
representation or communication, whether oral or written, between the parties
hereto relating to the transactions contemplated herein or the subject matter
hereof.
8.6 Headings. The section and subsection headings in this
Agreement are inserted for convenience only and shall not affect in any way
the meaning or interpretation of this Agreement.
8.7 Governing Law. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of Utah,
except to the extent pre-empted by federal law, in which event (and to that
extent only), federal law shall govern; all actions to enforce this Agreement
shall be brought in the courts of the State of Utah or the United States
District Courts situated in the State of Utah, only.
8.8 Assignment. This Agreement shall inure to the benefit of,
and be binding upon, the parties hereto and their successors and assigns.
8.9 Counterparts. This Agreement 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.
8.10 Default. In the event of any default hereunder, the
prevailing party in any action to enforce the terms and provisions hereof
shall be entitled to recover reasonable attorney's fees and related costs.
IN WITNESS WHEREOF, the parties have executed this Asset Purchase
Agreement effective the day and year first above written.
XXXXXXXXXX.XXX, INC.
Date: 2/3/2000 By/s/ Xxxxxx Xxxx
Xxxxxx Xxxx, President
ART 2 ART L.L.C.
Date: 2/3/2000 By/s/Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx, Managing Member
ART 2 ART L.L.C. MEMBERS
Date: 2/3/2000 /s/ X. X. Xxxxxx
X. X. Xxxxxx
Date: 2/8/2000 /s/Xxxxxx Xxxxxxxxx
Xxxxxx Xxxxxxxxx
Date: 2/8/2000 /s/ Xxxxxxx X. Xxxxxxxxx, Xx.
Xxxxxxx X. Xxxxxxxxx, Xx.
Date: 2/9/2000 /s/ Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx
Date: 2/10/2000 /s/ Xxxxxx X. Xxxxxxxx
Xxxxxx X. Xxxxxxxx, Trustee
Date: 2/10/2000 /s/ Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx, Successor Trustee
of Xxxxx X. Xxxxxxx Revocable Living Trust
Date: 2/10/2000 /s/Xxxxxxx X. Xxxxxxxxx
Xxxxxxx X. Xxxxxxxxx
Date: 2/10/2000 /s/Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx, Trustee
Date: 2/9/2000 /s/Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx, Trustee
Date: 2/9/2000 /s/Xx. Xxxx X. Xxxxxxx
Xx. Xxxx X. Xxxxxxx, Trustee
Date: 2/10/2000 /s/Xxxxxxx Xxxxxx
Xxxxxxx Xxxxxx
Date: 2/10/2000 /s/Xxxxx Xxxxxx
Xxxxx Xxxxxx
Date: 2/8/2000 /s/Xxxx X. Xxxxx
Xxxx X. Xxxxx
Date: 2/8/2000 /s/Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx
Date: 2/11/2000 /s/Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx
EXHIBIT A
In the Event of Dissolution
of Art2Art, the
Number of Shares of
Membership CraftClick
Interest of to be
Name Art2Art Received in Dissolution
X. X. Xxxxxx 2.5% 20,625
0000 Xxxxxxx Xxxxx
Xxxx Xx. Xxxxx, XX 00000-0000
Xxxxxx and Xxxxxxx X. Xxxxxxxxx, Xx. 7.5% 61,875
0000 Xxxxxxxxxx Xxx.
Xxxxxx, XX 00000
Xxxxxx X. Xxxxx 5.0% 41,250
0000 Xxxx Xxxxxxxxxxx
Xxxxxxxxxxx, XX 00000
Xxxxxx X. Xxxxxxxx, Trustee 5.0% 41,250
P. O. box 5900
Xxxxxxxxxxx, XX 00000
Xxxxxxx X. Xxxxxxx, Successor Trustee 2.5% 20,625
of Xxxxx X. Xxxxxxx Revocable
Living Trust
0000 Xx. Xxxxxxx Xxxxx
Xxxxxxxxxxx, XX 00000
Xxxxxxx X. Xxxxxxxxx 2.5% 20,625
0000 Xxxxx X xxxx Xxxxx, Xxxxx X
Xxxxxxxxxxx, XX 00000
Xxxxx X. Xxxxxxx, Trustee 2.5% 20,625
0000 X. Xxxxx Xxxxx, Xxx. X
Xxxxxxxxxxx, XX 00000
Xxxxxx X. Xxxxxxx, Trustee 5.0% 41,250
000 X. Xxxxxxx Xxxxx
Xxxxxxxxxxx, XX 00000
Xxxx X. Xxxxxxx, Trustee 5.0% 41,250
0000 Xxxx Xxxxxxxx
Xxxxxxxxxxx, XX 00000
Xxxxx and Xxxxxxx Xxxxxx 2.5% 20,625
0000 X. Xxxxx Xxxxx
Xxxxxxxxxxx, XX 00000
Xxxxxxx X. and Xxxx X. Xxxxx 10.0% 82,500
0000 Xxxxx Xxxx
Xxxxx, XX 00000
Xxxxxx X. Xxxxxx 50% 412,500
000 Xx. Xxxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
825,000
EXHIBIT B
XXXXXXXXXX.XXX, INC.
FINANCIAL STATEMENTS
FOR THE YEARS ENDED
MARCH 31, 1999 and 1998
AND
SEPTEMBER 30, 1999
EXHIBIT C
None.
EXHIBIT D
ART 2 ART L.L.C.
UNAUDITED BALANCE SHEETS AND
RELATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED
DECEMBER 31, 1999
Xxxxx, Xxxxx & Xxxxxx [letterhead]
Board of Directors
Art 2 Art LLC
Springfield, Missouri
We have complied the accompanying balance sheet of ART 2 ART LLC as of
December 31, 1999, and the related statement of operations for the year then
ended, in accordance with Statements on Standards for Accounting and Review
Services issued by the American Institute of Certified Public Accountants.
A Compilation is limited to presenting in the form of financial statements
information that is the representation of management. We have not audited or
reviewed the accompanying financial statements and, accordingly, do not
express an opinion or any other form of assurance on them.
Management has also elected to omit substantially all disclosures including
the statement of cash flows required by generally accepted accounting
principles. If the omitted disclosures were included in the financial
statements, they might influence the user's conclusions, about the Company's
financial position, results of operations and cash flows. Accordingly, these
financial statements are not designed for those who are not informed about
such matters.
The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. The Company has suffered recurring
losses from operations and has a net capital deficiency that raises
substantial doubt about its ability to continue as a going concern. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
/s/Band, Xxxxx & Xxxxx
February 2, 2000
ART 2 ART LLC
BALANCE SHEET
DECEMBER 31, 1999
ASSETS
CURRENT ASSETS
Accounts receivable $ 650
Note receivable 10,417
Prepaid Telephone 3,400
Sales tax bond 900
Total Current Assets 15,367
Property and Equipment $ 88,365
Less accumulated Depreciation 32,852 55,513
$ 70,880
LIABILITIES AND MEMBERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Bank overdraft $ 13,068
Accounts payable 22,092
Sales tax payable 357
Total Current Liabilities 35,517
DUE TO RELATED PARTY 103,759
MEMBERS' EQUITY (DEFICIT)
Balance, January 1, 1999 $321,482
Net loss for year (389,878)
(68,396)
$ 70,880
ART 2 ART LLC
STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1999
SALES $ 204,329
COST OF SALES 168,027
GROSS PROFIT 36,302
OPERATING EXPENSES
Labor $92,737
Contract Labor 2,296
Amortization 10,024
Bank Charges 1,146
Depreciation 18,966
Dues and Subscription 245
Insurance 752
Internet-advertising 11,219
Maintenance 7,283
Miscellaneous 499
Office 1,412
Postage 1,612
Professional fees 15,313
Rent 3,024
Taxes and licenses 497
Telephone 10,225
Utilities 1,930 179,180
LOSS FROM OPERATIONS (142,878)
OTHER INCOME AND EXPENSE
Miscellaneous 50,000
Start-up expenses (297,000) (247,000)
NET LOSS $(389,878)
EXHIBIT E
None.
EXHIBIT F
Interwest Transfer Co.
0000 Xxxx Xxxxxx-Xxxxxxxx Xx.
P. O. Xxx 00000
Xxxx Xxxx Xxxx, Xxxx 00000
Xxxxxxxxxx.xxx, Inc.
000 Xxxxxx Xxxx.
Xxxxx Xxx Xxx, Xxxxxxxxxx 00000
Re: Sale of Art2Art Assets by Art 2 Art L.L.C., a Missouri
limited liability company ("Art2Art"), for shares of
Xxxxxxxxxx.xxx, Inc., a Utah corporation ("Craftclick
or "the Company")
Dear Ladies and Gentlemen:
Pursuant to that certain Asset Purchase Agreement (the
"Agreement") between the undersigned, Art2Art and Craftclick, I acknowledge
that I have approved this exchange; that singly, or on behalf of Art2Art,
("I") am aware of all of the terms and conditions of the Agreement; 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, Bylaws, minutes of meetings of directors and stockholders,
financial statements and the Company's Annual and Quarterly and Current
Reports filed with the Securities and Exchange Commission for the past twelve
months which can be reviewed in the Xxxxx Archives at xxx.xxx.xxx. 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 hereby compromise and waive any claims I have or may
have against Art2Art under any federal or state securities laws, rules or
regulations or otherwise, by reason of the purchase of any securities of
Art2Art by me prior to the Closing of the Agreement, or for any other reason
whatsoever.
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 Craftclick is Xxxxxxx,
XxXxxxxxxx & Assoc., 0000 Xxxxx 000 Xxxx, #000, Xxxx Xxxx Xxxx, Xxxx 00000;
Telephone: (000) 000-0000; and that legal counsel for Craftclick is Xxxxxxx X.
Xxxxxxxxxx, Esq., 000 Xxxx 0xx Xxxxx, Xxxxx 000, Xxxx Xxxx Xxxx, Xxxx 00000,
Telephone #000-000-0000.
I also understand that I must bear the economic risk of ownership
of any of the Craftclick 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 Art2Art
for use by Craftclick as they are made to induce you to issue me the shares of
Craftclick under the Agreement, 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
Craftclick, all shares of Craftclick to be issued and delivered to me in
exchange for my shares of Art2Art 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. Craftclick will attempt to
accommodate any stockholders' request where Craftclick views the request is
made for valid business or personal reasons so long as in the sole discretion
of Craftclick, the granting of the request will not facilitate a "public"
distribution of unregistered shares of common voting stock of Craftclick.
You are requested and instructed to issue a stock certificate as
follows, to-wit:
X. X. Xxxxxx 20,625
(Name(s) and Number of Shares)
000 X. Xxxxxxxx
(Xxxxxxx)
Xxxxxxxxxxx, XX 00000
(City, State and Zip Code)
If joint tenancy with full rights of survivorship is
desired, put the initials JTRS after your names.
Dated this 10 day of February, 2000.
Very truly yours,
ART 2 ART L.L.C.
By/s/Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx, Managing Member
You are requested and instructed to issue a stock certificate as
follows, to-wit:
Xxxxxxx X. Xxxxxxxxx Xx. and Xxxxxx Xxxxxxxxx JTRS 61,875
(Name(s) and Number of Shares)
0000 Xxxxxxxxxx Xxx.
(Xxxxxxx)
Xxxxxx, XX 00000
(City, State and Zip Code)
If joint tenancy with full rights of survivorship is
desired, put the initials JTRS after your names.
Dated this 10 day of February, 2000.
Very truly yours,
ART 2 ART L.L.C.
By/s/Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx, Managing Member
You are requested and instructed to issue a stock certificate as
follows, to-wit:
Xxxxxx X. Xxxxx 41,250
(Name(s) and Number of Shares)
0000 X. Xxxx Xxxx 000
(Xxxxxxx)
Xxxxxxxxxxx, XX 00000
(City, State and Zip Code)
If joint tenancy with full rights of survivorship is
desired, put the initials JTRS after your names.
Dated this 9 day of February, 2000.
Very truly yours,
ART 2 ART L.L.C.
By/s/Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx, Managing Member
You are requested and instructed to issue a stock certificate as
follows, to-wit:
Xxxxxx X. Xxxxxxxx 33,000
(Name(s) and Number of Shares)
P. O. Box 5900
(Address)
Springfield, MO 65801
(City, State and Zip Code)
If joint tenancy with full rights of survivorship is
desired, put the initials JTRS after your names.
Dated this 10 day of February, 2000.
Very truly yours,
ART 2 ART L.L.C.
By/s/Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx, Managing Member
You are requested and instructed to issue a stock certificate as
follows, to-wit:
Xxxxx X. Xxxxxxx 8,250
(Name(s) and Number of Shares)
0000 X. Xxxxxx
(Xxxxxxx)
Xxxxxxxxxxx, XX 00000
(City, State and Zip Code)
If joint tenancy with full rights of survivorship is
desired, put the initials JTRS after your names.
Dated this 10 day of February, 2000.
Very truly yours,
ART 2 ART L.L.C.
By/s/Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx, Managing Member
You are requested and instructed to issue a stock certificate as
follows, to-wit:
Xxxxxxx X. Xxxxxxx, Successor Trustee of Xxxxx X. Xxxxxxx Revocable
Living Trust Trust 20,625
(Name(s) and Number of Shares)
0000 X. Xx. Xxxxxxx Xxxxx
(Xxxxxxx)
Xxxxxxxxxxx, XX 00000-0000
(City, State and Zip Code)
If joint tenancy with full rights of survivorship is
desired, put the initials JTRS after your names.
Dated this 10 day of February, 2000.
Very truly yours,
ART 2 ART L.L.C.
By/s/Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx, Managing Member
You are requested and instructed to issue a stock certificate as
follows, to-wit:
Xxxxxxx X. Xxxxxxxxx 20,625
(Name(s) and Number of Shares)
0000 X. Xxxxx Xxxxx
(Xxxxxxx)
Xxxxxxxxxxx, XX 00000
(City, State and Zip Code)
If joint tenancy with full rights of survivorship is
desired, put the initials JTRS after your names.
Dated this 10 day of February, 2000.
Very truly yours,
ART 2 ART L.L.C.
By/s/Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx, Managing Member
You are requested and instructed to issue a stock certificate as
follows, to-wit:
Xxxxx X. Xxxxxxx and Xxxxxxx X. Pendleton, or their successors, as
Trustees under the Xxxxx X. Xxxxxxx Revocable Trust UTA dated August
1, 1995 20,625
(Name(s) and Number of Shares)
0000 X. Xxxxx Xxxxx
(Xxxxxxx)
Xxxxxxxxxxx, XX 00000
(City, State and Zip Code)
If joint tenancy with full rights of survivorship is
desired, put the initials JTRS after your names.
Dated this 10 day of February, 2000.
Very truly yours,
ART 2 ART L.L.C.
By/s/Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx, Managing Member
You are requested and instructed to issue a stock certificate as
follows, to-wit:
Xxxxxx X. Xxxxxxx TTEE 41,250
(Name(s) and Number of Shares)
000 X. Xxxxxxx Xxxxx
(Xxxxxxx)
Xxxxxxxxxxx, XX 00000
(City, State and Zip Code)
If joint tenancy with full rights of survivorship is
desired, put the initials JTRS after your names.
Dated this 9 day of February, 2000.
Very truly yours,
ART 2 ART L.L.C.
By/s/Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx, Managing Member
You are requested and instructed to issue a stock certificate as
follows, to-wit:
Xx. Xxxx X. Xxxxxx 41,250
(Name(s) and Number of Shares)
0000 X. Xxxxxxxx
(Xxxxxxx)
Xxxxxxxxxxx, XX 00000
(City, State and Zip Code)
If joint tenancy with full rights of survivorship is
desired, put the initials JTRS after your names.
Dated this 9 day of February, 2000.
Very truly yours,
ART 2 ART L.L.C.
By/s/Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx, Managing Member
You are requested and instructed to issue a stock certificate as
follows, to-wit:
Xxxxx X. and Xxxxxxx Xxxxxx JTRS 20,625
(Name(s) and Number of Shares)
0000 X. Xxxxx Xxxxx
(Xxxxxxx)
Xxxxxxxxxxx, XX 00000
(City, State and Zip Code)
If joint tenancy with full rights of survivorship is
desired, put the initials JTRS after your names.
Dated this 10 day of February, 2000.
Very truly yours,
ART 2 ART L.L.C.
By/s/Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx, Managing Member
You are requested and instructed to issue a stock certificate as
follows, to-wit:
Xxxx X. Xxxxx 41,250
(Name(s) and Number of Shares)
0000 X. Xxxxxxx Xxx.
(Address)
Tulsa, OK 74105
(City, State and Zip Code)
If joint tenancy with full rights of survivorship is
desired, put the initials JTRS after your names.
Dated this 11 day of February, 2000.
Very truly yours,
ART 2 ART L.L.C.
By/s/Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx, Managing Member
You are requested and instructed to issue a stock certificate as
follows, to-wit:
Xxxxxxx X. Xxxxx 41,250
(Name(s) and Number of Shares)
0000 X. Xxxxxxx Xxx.
(Address)
Tulas, OK 74105
(City, State and Zip Code)
If joint tenancy with full rights of survivorship is
desired, put the initials JTRS after your names.
Dated this 11 day of February, 2000.
Very truly yours,
ART 2 ART L.L.C.
By/s/Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx, Managing Member
You are requested and instructed to issue a stock certificate as
follows, to-wit:
Xxx X. & Xxxxxxx X. Xxxxxx JTRS
(Name(s) and Number of Shares)
0000 X. Xxxxxxxxx
(Xxxxxxx)
Xxxxxxxxxxx, XX 00000
(City, State and Zip Code)
If joint tenancy with full rights of survivorship is
desired, put the initials JTRS after your names.
Dated this 11 day of February, 2000.
Very truly yours,
ART 2 ART L.L.C.
By/s/Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx, Managing Member
You are requested and instructed to issue a stock certificate as
follows, to-wit:
N. Faye & Xxxxxx X. Xxxxxx
(Name(s) and Number of Shares)
000 Xx. Xxxxxxx Xxxxxx
(Xxxxxxx)
Xxxxxxxxxxx, XX 00000
(City, State and Zip Code)
If joint tenancy with full rights of survivorship is
desired, put the initials JTRS after your names.
Dated this 11 day of February, 2000.
Very truly yours,
ART 2 ART L.L.C.
By/s/Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx, Managing Member
IN THE EVENT OF DISSOLUTION OF
ART 2 ART:
Date: 2/10/2000 /s/X. X. Xxxxxx
X. X. Xxxxxx
Date: 2/10/2000 /s/Xxxxxx Xxxxxxxxx
Xxxxxx Xxxxxxxxx
Date: 2/10/2000 /s/Xxxxxxx X. Xxxxxxxxx, Xx.
Xxxxxxx X. Xxxxxxxxx, Xx.
Date: 2/10/2000 /s/Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx
Date: 2/10/2000 /s/Xxxxxx X. Xxxxxxxx, Trustee
Xxxxxx X. Xxxxxxxx, Trustee
Date: 2/10/2000 /s/Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx, Successor Trustee
of Xxxxx X. Xxxxxxx Revocable Living Trust
Date: 2/10/2000 /s/Xxxxxxx X. Xxxxxxxxx
Xxxxxxx X. Xxxxxxxxx
Date: 2/10/2000 /s/ Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx, Trustee
Date: 2/10/2000 /s/Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx, Trustee
Date: 2/10/2000 /s/Xx. Xxxx X. Xxxxxxx
Xx. Xxxx X. Xxxxxxx, Trustee
Date: 2/10/2000 /s/Xxxxxxx X. Xxxxxx
Xxxxxxx Xxxxxx
Date: 2/10/2000 /s/Xxxxx Xxxxxx
Xxxxx Xxxxxx
Date: 2/8/2000 /s/Xxxx X. Xxxxx
Xxxx X. Xxxxx
Date: 2/8/2000 /s/Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx
Date: 2/3/2000 /s/Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx
EXHIBIT G
CERTIFICATE OF OFFICER PURSUANT TO
AGREEMENT AND PLAN OF REORGANIZATION
The undersigned, the President of Xxxxxxxxxx.xxx, Inc., a Utah
corporation ("Craftclick"), represents and warrants the following as required
by the Asset Purchase Agreement (the "Agreement") between Craftclick and Art 2
Art L.L.C., a Missouri limited liability company ("Art2Art"), and its members
(the "Art2Art Members"):
1. That he is the President of Craftclick and has been
authorized and empowered by its Board of Directors to execute and deliver this
Certificate to Art2Art and the Art2Art Members.
2. Based on his personal knowledge, information, belief and
opinions of counsel for Craftclick regarding the Agreement:
(i) All representations and warranties of Craftclick
contained within the Agreement are true and correct;
(ii) Craftclick has complied with all terms and provisions
required of it pursuant to the Agreement; and
(iii) There have been no material adverse changes in the
financial position of Craftclick as set forth in its
financial statements for the periods ended March 31,
1999 and 1998, and September 30, 1999, except as set
forth in Exhibit C to the Agreement.
XXXXXXXXXX.XXX, INC.
By/S/Xxxxxx Xxxx
Xxxxxx Xxxx, President
EXHIBIT H
CERTIFICATE OF OFFICER PURSUANT TO
AGREEMENT AND PLAN OF REORGANIZATION
The undersigned, the President of Art 2 Art L.L.C., a Missouri
limited liability company ("Art2Art"), represents and warrants the following
as required by the Asset Purchase Agreement (the "Agreement") between Art2Art,
its members (the "Art2Art Members") and Xxxxxxxxxx.xxx, Inc., a Utah
corporation ("Craftclick"):
1. That he is the President of Art2Art and has been authorized
and empowered by its Board of Directors to execute and deliver this
Certificate to Craftclick.
2. Based on his personal knowledge, information, belief:
(i) All representations and warranties of Art2Art
contained within the Agreement are true and correct;
(ii) Art2Art has complied with all terms and provisions
required of it pursuant to the Agreement; and
(iii) There have been no material adverse changes in the
financial position of Art2Art as set forth in its
unaudited balance sheets for the year ended December
31, 1999, and the one month ended January 31, 2000,
except as set forth in Exhibit E to the Agreement.
ART 2 ART L.L.C.
By/S/Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx, Managing Member
