EXHIBIT 2.1
AGREEMENT AND PLAN OF REORGANIZATION
------------------------------------
THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is dated
June 10, 2003, and is by and between ADVANCED REFRIGERATION TECHNOLOGIES,
INC., a California corporation (the "Company") and JOYSTAR, INC., a Nevada
corporation ("Joystar").
R E C I T A L S
WHEREAS, the shareholders of Joystar ("Shareholders") own the shares of
capital stock of Joystar as set forth in Schedule 1 attached hereto,
constituting all of the issued and outstanding stock of Joystar (the "Joystar
Shares");
WHEREAS, the Company is a public company; and
WHEREAS, the Company desires to acquire all of the Joystar Shares, and
the Shareholders desire to exchange all of the Joystar Shares for shares of
voting common stock of the Company, in a transaction that qualifies under
Section 368(a) (1)(B) of the Internal Revenue Code of 1986, as amended (the
"Code").
WHEREAS, the Board of Directors of the Company, and Joystar deem it
advisable that the acquisition by the Company of Joystar be effected through the
exchange of all of the shares of the Company and Joystar pursuant to this
Agreement.
A G R E E M E N T
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein and in reliance upon the representations and warranties
hereinafter set forth, the parties agree as follows:
I. EXCHANGE OF THE SHARES AND CONSIDERATION
1.01. SHARES BEING EXCHANGED. Effective at the closing of this
Agreement (the "Closing"), and subject to the terms and conditions of this
Agreement the Shareholders shall assign, transfer and deliver to the Company all
of the Joystar Shares which it owns.
1.02. CONSIDERATION. Subject to the terms and conditions of this
Agreement and in consideration of the assignment and delivery of Joystar Shares
to the Company, the Company shall at Closing issue to the Shareholders a number
of shares of voting common stock ("Company Common Stock"), no par value per
share (the "Company Shares"), equal to the number of shares set forth opposite
the Shareholder's name on Schedule I attached hereto.
1.03. CLOSING. The Closing of the transaction contemplated by this
Agreement (the "Closing") shall take place on or about June 15, 2003.
1.04. DELIVERIES. Concurrently with the execution and delivery of this
Agreement or any amendments of this Agreement, the parties are delivering the
following documents:
1.04(a) Company shall deliver to Shareholders a resolution of the
Company's Board of Directors, electing Xxxxxxx X. Xxxxxxxx, as members
of the Board of Directors, and the resignation of Xxxx X. XxXxxx and
Xxxxx X. Xxxxxx from the Board of Directors of the Company effective
upon agreed upon date by the parties hereto.
1.04(b) The Company and Joystar shall instruct the Company's legal
counsel to disburse the $60,000 held in the attorney's trust account to
repay certain debts of the Company.
1.04(c) Joystar shall deliver a Note to pay $55,000 for the Company's
debts within 60 days from the Closing date.
1.05. FILINGS. Following the Closing, subject to the applicable rules
and regulations of the Securities and Exchange Commission (the "SEC"), the
Company shall file Form 8-K with the SEC.
II. REPRESENTATIONS AND WARRANTIES OF JOYSTAR
Joystar represents and warrants to the Company as follows, as of the
date of this Agreement and as of the Closing:
2.01. ORGANIZATION.
2.01(a). Joystar is a corporation duly organized, validly
existing and in good standing under the laws of Nevada; Joystar has the
corporate power and authority to carry on its business as presently
conducted; and Joystar is qualified to do business in all jurisdictions
where the failure to be so qualified would have a material adverse
effect on its business.
2.01(b). The copies of the Articles of Incorporation and all
amendments thereto of Joystar as certified by the authorities of the
State of Nevada, and the copy of the Bylaws as certified by the
Secretary of Joystar, which have heretofore been delivered to the
Company, are complete and correct copies of such Articles of
Incorporation as amended and in effect on the date hereof. All minutes
of meetings and actions in writing without a meeting of the Board of
Directors and shareholders of Joystar are contained in the minute book
of Joystar heretofore delivered to the Company for examination, and no
minutes or actions in writing have been included in such minute book
since such delivery to the Company that have not also been delivered to
the Company.
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2.02. CAPITALIZATION.
2.02(a). The authorized capital stock and the issued and
outstanding shares of Joystar is as set forth on Exhibit 2.02(a). All
of the issued and outstanding shares of Joystar are duly authorized,
validly issued, fully paid and nonassessable.
2.02(b). Except as set forth in Exhibit 2.02(b) there are no
outstanding options, warrants, or rights to purchase any securities of
Joystar.
2.03. SUBSIDIARIES AND INVESTMENTS. Joystar does not own any capital
stock or have any interest in any corporation, partnership or other form of
business organization, except as described in Exhibit 2.03 hereto.
2.04. FINANCIAL STATEMENTS. The financial statements of Joystar are not
available at this time, however, the Company has been offered full access to
Joystar's books and records. Joystar will provide audited financial statements
as required by the SEC in its filings with the SEC.
2.05. NO UNDISCLOSED LIABILITIES. Other than as described in Exhibit
2.05 hereto, Joystar is not subject to any material liability or obligation of
any nature, whether absolute, accrued, contingent, or otherwise and whether due
or to become due, except those incurred in the normal course of business.
2.06. ABSENCE OF MATERIAL CHANGES. Since March 31, 2003, except as
described in any Exhibit hereto or as required or permitted under this
Agreement, there has not been:
2.06(a). any material change in the condition (financial or
otherwise) of the properties, assets, liabilities or business of
Joystar, except changes in the ordinary course of business which,
individually and in the aggregate, have not been materially adverse;
2.06(b). any redemption, purchase or other acquisition of any
shares of the capital stock of Joystar, or any issuance of any shares
of capital stock or the granting, issuance or exercise of any rights,
warrants, options or commitments by Joystar relating to their
authorized or issued capital stock; or
2.06(c). any change or amendment to the Articles of
Incorporation of Joystar.
2.07. LITIGATION. Except as set forth in Exhibit 2.07 attached hereto,
there is no litigation, proceeding or investigation pending or threatened
against Joystar affecting any of its properties or assets against any officer,
director, or stockholder of Joystar that might result, either in any case or in
the aggregate, in any material adverse change in the business, operations,
affairs or condition of Joystar or its properties or assets, or that might call
into question the validity of this Agreement, or any action taken or to be taken
pursuant hereto.
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2.08. TITLE TO ASSETS. Joystar has good and marketable title to all of
its assets and properties now carried on its books, free and clear of all liens,
claims, charges, security interests or other encumbrances, except as described
in Exhibit 2.08 attached hereto or any other Exhibit.
2.09. CONTRACTS AND UNDERTAKINGS. Exhibit 2.10 attached hereto contains
a list of all oral and written contracts, agreements, leases, licenses,
arrangements, commitments and other undertakings to which Joystar is a party or
by which it or its property is bound, except as they would incurred in the
ordinary course of business. Each of said contracts, agreements, leases,
licenses, arrangements, commitments and undertakings is valid, binding and in
full force and effect. Except as set forth in Exhibit 2.10 attached hereto,
Joystar is not in material default, or alleged to be in material default, under
any contract, agreement, lease, license, commitment, instrument or obligation
and no other party to any contract, agreement, lease, license, commitment,
instrument or obligation to which Joystar is a party is in default thereunder
nor does there exist any condition or event which, after notice or lapse of time
or both, would constitute a default by any party to any such contract,
agreement, lease, license, commitment, instrument or obligation.
2.10. UNDERLYING DOCUMENTS. Copies of all documents described in any
Exhibit attached hereto (or a summary of any such contract, agreement or
commitment, if oral) have been made available to the Company and are complete
and correct and include all amendments, supplements or modifications thereto.
2.11. TRANSACTIONS WITH AFFILIATES, DIRECTORS AND SHAREHOLDERS. Except
as set forth in Exhibit 2.12 hereto, there are and have been no contracts,
agreements, arrangements or other transactions between Joystar, and any officer,
director, or stockholder of Joystar, or any corporation or other entity
controlled by the Shareholders, a member of the Shareholders' families, or any
affiliate of the Shareholders.
2.12. NO CONFLICT. The execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby will not conflict with or
result in a breach of any term or provision of, or constitute a default under,
the Articles of Incorporation or Bylaws of Joystar, or any agreement, contract
or instrument to which Joystar is a party or by which it or any of its assets
are bound.
2.13. OWNERSHIP OF INTELLECTUAL PROPERTY RIGHTS. Joystar owns or has
valid right or license to use all patents, patent rights, trade secrets,
trademarks, trademark rights, trade names, trade name rights, copyrights and
other intellectual property rights (collectively referred to as "Intellectual
Property Rights") which are necessary to operate its business as now operated
and as now proposed to be operated, if any. A brief description of any such
Intellectual Property Rights is set forth on Exhibit 2.14 attached hereto.
Except as set forth on Exhibit 2.14, Joystar does not have any obligation to
compensate any person, firm, corporation or other entity for the use of any such
Intellectual Property Rights, nor has Joystar granted to any person, firm,
corporation or other entity any license or other rights to use in any manner, or
waived its rights with respect to any Intellectual Property Rights of Joystar.
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2.14. DISCLOSURE. To the actual knowledge of Joystar, neither this
Agreement nor any other agreement, document, certificate or written or oral
statement furnished to the Company by or on behalf of Joystar in connection with
the transactions contemplated hereby, contains any untrue statement of a
material fact or when taken as a whole omits to state a material fact necessary
in order to make the statements contained herein or therein not misleading.
2.15 AUTHORITY. Joystar has full power and authority to enter into this
Agreement and to carry out the transactions contemplated herein. The execution
and delivery of this Agreement and the consummation of the transactions
contemplated hereby, have been duly authorized and approved by the Board of
Directors of Joystar and no other corporate proceedings on the part of Joystar
are necessary to authorize this Agreement and the transactions contemplated
hereby.
III. REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company hereby represents and warrants to Joystar and Shareholders
as follows, as of the date of this Agreement and as of the Closing:
3.01. ORGANIZATION.
3.01(a). The Company is a corporation duly organized, validly
existing, and in good standing under the laws of the State of
California; has the corporate power and authority to carry on its
business as presently conducted; and is qualified to do business in all
jurisdictions where the failure to be so qualified would have a
material adverse effect on the business of the Company.
3.01(b). The copies of the Certificate of Incorporation, of
the Company, as certified by the Secretary of State of California, and
the Bylaws of the Company are complete and correct copies of the
Certificate of Incorporation and the Bylaws of the Company as amended
and in effect on the date hereof. All minutes of meetings and actions
in writing without a meeting of the Board of Directors and shareholders
of the Company are contained in the minute book of the Company and no
minutes or actions in writing without a meeting have been included in
such minute book since such delivery to Joystar that have not also been
delivered to Joystar.
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3.02. CAPITALIZATION OF THE COMPANY. The authorized capital stock of
the Company consists of 20,000,000 shares of Common Stock, no par value per
share, of which approximately 3.3 million shares are issued and outstanding, and
10,000,000 shares of preferred stock, nondesignated par value per share, none of
which is outstanding. All outstanding shares are duly authorized, validly
issued, fully paid and non-assessable. Following the issuance of Company Common
Stock described in Section 1.02, the capitalization of the Company shall be as
set forth on Schedule II. The 13,880,599 shares of Common Stock of the Company
to be issued to Joystar (constituting 81% of the total shares outstanding
following the Closing) pursuant to this Agreement shall be duly authorized,
validly issued, fully paid and nonassessable.
3.03. SUBSIDIARIES AND INVESTMENTS. The Company does not own any
capital stock or have any interest in any corporation, partnership, or other
form of business organization.
3.04. AUTHORITY. The Company has full power and authority to enter into
this Agreement and to carry out the transactions contemplated herein. The
execution and delivery of this Agreement, the consummation of the transactions
contemplated hereby, and the issuance of the Company Common Stock in accordance
with the terms hereof, have been duly authorized and approved by the Board of
Directors of the Company and no other corporate proceedings or consents on the
part of Company are necessary to authorize this Agreement, the transactions
contemplated hereby and the issuance of the Company Common Stock in accordance
with the terms hereof.
3.05. NO UNDISCLOSED LIABILITIES. Other than as described in Exhibit
3.05 hereto, the Company is not subject to any material liability or obligation
of any nature, whether absolute, accrued, contingent, or otherwise and whether
due or to become due.
3.06. LITIGATION. There is no litigation, proceeding or investigation
pending or to the knowledge of the Company, threatened against the Company
affecting any of its properties or assets, or, to the knowledge of the Company,
against any officer, director, or stockholder of the Company that might result,
either in any case or in the aggregate, in any material adverse change in the
business, operations, affairs or condition of the Company or any of its
properties or assets, or that might call into question the validity of this
Agreement, or any action taken or to be taken pursuant hereto.
3.07. TITLE TO ASSETS. The Company has good and marketable title to all
of its assets and properties now carried on its books including those reflected
in the balance sheet contained in the Company's financial statements, free and
clear of all liens, claims, charges, security interests or other encumbrances,
except as described in the balance sheet included in the Company's financial
statements or on any Exhibits attached hereto.
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3.08. CONTRACTS AND UNDERTAKINGS. Exhibit 3.08 attached hereto contains
a list of all contracts, agreements, leases, licenses, arrangements, commitments
and other undertakings to which the Company is a party or by which it or its
property is bound. Each of said contracts, agreements, leases, licenses,
arrangements, commitments and undertakings is valid, binding and in full force
and effect. The Company is not in material default, or alleged to be in material
default, under any contract, agreement, lease, license, commitment, instrument
or obligation and, to the knowledge of the Company, no other party to any
contract, agreement, lease, license, commitment, instrument or obligation to
which the Company is a party is in default thereunder nor, to the knowledge of
the Company, does there exist any condition or event which, after notice or
lapse of time or both, would constitute a default by any party to any such
contract, agreement, lease, license, commitment, instrument or obligation.
3.09. UNDERLYING DOCUMENTS. Copies of all documents described in any
Exhibit attached hereto (or a summary of any such contract, agreement or
commitment, if oral) have been made available to Joystar and are complete and
correct and include all amendments, supplements or modifications thereto.
3.10. TRANSACTIONS WITH AFFILIATES, DIRECTORS AND SHAREHOLDERS. Except
as set forth in Exhibit 3.10 hereto, there are and have been no contracts,
agreements, arrangements or other transactions between the Company, and any
officer, director, or 5% stockholder of the Company, or any corporation or other
entity controlled by any such officer, director or 5% stockholder, a member of
any such officer, director or 5% stockholder's family, or any affiliate of any
such officer, director or 5% stockholder.
3.11. NO CONFLICT. The execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby will not conflict with or
result in a breach of any term or provision of, or constitute a default under,
the Certificate of Incorporation or Bylaws of the Company, or any agreement,
contract or instrument to which the Company is a party or by which it or any of
its assets are bound.
3.12. DISCLOSURE. To the actual knowledge of the Company, neither this
Agreement nor any other agreement, document, certificate or written or oral
statement furnished to Joystar and the Shareholders by or on behalf of the
Company in connection with the transactions contemplated hereby, contains any
untrue statement of a material fact or when taken as a whole omits to state a
material fact necessary in order to make the statements contained herein or
therein not misleading.
3.13. FINANCIAL STATEMENTS. The audited financial statements of the
Company for the fiscal year ended December 31, 2002, together with the related
footnotes and report thereon of the auditors rendering such reports and
unaudited financial statements for the three months ended March 31, 2003 present
fairly the financial position and results of operations of the Company, on a
consistent basis. As of the Closing, Company shall have no liabilities, except
as disclosed herein.
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3.14. ABSENCE OF MATERIAL CHANGES. Since March 31, 2003, except as
described in any Exhibit hereto or as required or permitted under this
Agreement, there has not been:
3.14(a) any material change in the condition (financial or otherwise)
of the properties, assets, liabilities or business of Company, except
changes in the ordinary course of business which, individually and in
the aggregate, have not been materially adverse.
3.14(b) any redemption, purchase or other acquisition of any shares of
the capital stock of Company, or any issuance of any shares of capital
stock or the granting, issuance or exercise of any rights, warrants,
options or commitments by Joystar relating to their authorized or
issued capital stock.
3.14(c) any amendment to the Articles of Incorporation of Company.
3.15. TRANSFER OF CERTAIN ASSETS. Certain assets of the Company shall
be transferred at the Closing to the Corporation owned by certain Shareholders
of the Company in exchange for cancellation of shareholder loans.
IV. SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS
All representations, warranties and covenants of the Company and
Joystar contained herein shall survive the consummation of the transactions
contemplated herein and remain in full force and effect.
V. CONDITIONS TO CLOSING
5.01. CONDITIONS TO OBLIGATION OF JOYSTAR. The obligations of Joystar
and Shareholder under this Agreement shall be subject to each of the following
conditions:
5.01(a) REPRESENTATIONS AND WARRANTIES OF COMPANY TO BE TRUE. The
representations and warranties of Company herein contained shall be
true in all material respects at the Closing with the same effect as
though made at such time. Company shall have performed in all material
respects all obligations and complied in all material respects, to its
actual knowledge, with all covenants and conditions required by this
Agreement to be performed or complied with by it at or prior to the
Closing.
5.01(b) No Legal Proceedings . No injunction or restraining order shall
be in effect, and no action or proceeding shall have been instituted
and, at what would otherwise have been the Closing, remain pending
before a court to restrain or prohibit the transactions contemplated by
this Agreement.
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5.01(c) STATUTORY REQUIREMENTS. All statutory requirements for the
valid consummation by Company of the transactions contemplated by this
Agreement shall have been fulfilled. All authorizations, consents and
approvals of all Governments and other persons required to be obtained
in order to permit consummation by Company of the transactions
contemplated by this Agreement, to continue unimpaired in all material
respects immediately following the Closing shall have been obtained.
5.01(d) CLOSING DOCUMENTS. Company shall have executed and
delivered all documents required to be executed and delivered by
Company pursuant to Section 1.04.
5.02. CONDITIONS TO OBLIGATIONS OF COMPANY. The obligation of Company
under this Agreement shall be subject to the following conditions:
5.02(a) REPRESENTATIONS AND WARRANTIES OF JOYSTAR TO BE TRUE. The
representations and warranties of Joystar herein contained shall be
true in all material respects as of the Closing, and shall have the
same effect as though made at the Closing; Purchaser shall have
performed in all material respects all obligations and complied in all
material respects, to its actual knowledge, with all covenants and
conditions required by this Agreement to be performed or complied with
by it prior to the Closing.
5.02(b) NO LEGAL PROCEEDINGS. No injunction or restraining order shall
be in effect prohibiting this Agreement, and no action or proceeding
shall have been instituted and, at what would otherwise have been the
Closing, remain pending before the court to restrain or prohibit the
transactions contemplated by this Agreement.
5.02(c) STATUTORY AND OTHER REQUIREMENTS. All statutory requirements
for the valid consummation by Joystar of the transactions contemplated
by this Agreement shall have been fulfilled; all authorizations,
consents and approvals of all Governmental agencies and authorities
required to be obtained in order to permit consummation by Joystar of
the transactions contemplated by this Agreement shall have been
obtained.
5.02(d) CLOSING DOCUMENTS. Joystar shall have executed and
delivered all documents required to be executed and delivered by
Joystar pursuant to Section 1.04.
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VI. TERMINATION OF OBLIGATIONS AND WAIVERS OF CONDITIONS;
PAYMENT OF EXPENSES
6.01. TERMINATION OF AGREEMENT. Anything herein to the contrary
notwithstanding, this Agreement, may be terminated at any time before the
Closing as follows and in no other manner;
6.01(a) Mutual Consent. By mutual consent of Joystar and
Company.
6.01(b) EXPIRATION DATE. By either Joystar or Company if the
Closing shall not have taken place by May 30, 2003, which date may be
extended by mutual agreement of Joystar and Company.
6.02. PAYMENT OF EXPENSES; WAIVER OF CONDITIONS. In the event that this
Agreement shall be terminated pursuant to Section 6.01 all obligations of the
parties under this Agreement shall terminate and there shall be no liability of
any party to the other. Each party hereto will pay all costs and expenses
incident to its negotiation and preparation of this Agreement and performance of
and compliance with all agreements and conditions contained herein or therein on
its part to be performed or complied with, including the fees, expenses and
disbursements of counsel. In the event that the Closing shall be consummated,
each party hereto will pay all of its costs and expenses in connection
therewith.
6.02(a) Joystar shall have executed and delivered all documents
required to be executed and delivered by Joystar pursuant to Section
1.04.
VII. MISCELLANEOUS
7.01. FINDER'S FEES, INVESTMENT BANKING FEES. Neither Joystar nor the
Company have retained or used the services of any person, firm or corporation in
such manner as to require the payment of any compensation as a finder or a
broker in connection with the transactions contemplated herein, except as
disclosed elsewhere in this Agreement.
7.02. TAX TREATMENT. The transaction contemplated hereby is intended to
qualify as a so-called "tax-free" reorganization under the provisions of Section
368 of the Internal Revenue Code. Company and Joystar acknowledge, however, that
they each have been represented by their own tax advisors in connection with
this transaction; that neither has made any representation or warranty to the
other with respect to the treatment of such transaction or the effect thereof
under applicable tax laws, regulations, or interpretations; and that no
attorney's opinion or private revenue ruling has been obtained with respect to
the effects thereof under the Internal Revenue Code of 1986, as amended.
7.03. FURTHER ASSURANCES. From time to time, at the other party's
request and without further consideration, each of the parties will execute and
deliver to the others such documents and take such action as the other party may
reasonably request in order to consummate more effectively the transactions
contemplated hereby.
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7.04. PARTIES IN INTEREST. Except as otherwise expressly provided
herein, all the terms and provisions of this Agreement shall be binding upon,
shall inure to the benefit of and shall be enforceable by the respective heirs,
beneficiaries, personal and legal representatives, successors and assigns of the
parties hereto.
7.05. ENTIRE AGREEMENT; AMENDMENTS. This Agreement, including the
Schedules, Exhibits and other documents and writings referred to herein or
delivered pursuant hereto, which form a part hereof, contains the entire
understanding of the parties with respect to its subject matter. There are no
restrictions, agreements, promises, warranties, covenants or undertakings other
than those expressly set forth herein or therein. This Agreement supersedes all
prior agreements and understandings between the parties with respect to its
subject matter. This Agreement may be amended only by a written instrument duly
executed by the parties or their respective successors or assigns.
7.06. HEADINGS, ETC. The section and paragraph headings contained in
this Agreement are for reference purposes only and shall not affect in any way
the meaning or interpretations of this Agreement.
7.07. PRONOUNS. All pronouns and any variations thereof shall be deemed
to refer to the masculine, feminine or neuter, singular or plural, as the
identity of the person, persons, entity or entities may require
7.08. COUNTERPARTS. This Agreement may be executed in several
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
7.09. GOVERNING LAW. This Agreement shall be governed by the laws of
the State of California applicable to contracts to be performed in the State of
California.
7.10. SEVERABILITY. In the event that any provision of this Agreement
becomes or is declared by a court of competent jurisdiction to be illegal,
unenforceable or void, this Agreement shall continue in full force and effect
without said provision; provided that no such severability shall be effective if
it materially changes the economic benefit of this Agreement to any party.
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IN WITNESS WHEREOF, this Agreement has been duly executed and delivered
by the parties hereto as the date first above written.
ADVANCED REFRIGERATION TECHNOLGIES, INC.
BY: /s/ Xxxx X. XxXxxx
-------------------------------------
Xxxx X. XxXxxx, President
JOYSTAR, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
-------------------------------------
Xxxxxxx X. Xxxxxxxx, President
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SCHEDULE I
-------------------- ------------------------ --------------------------
NUMBER OF SHARES NUMBER OF SHARES
OF JOYSTAR COMMON OF COMPANY
NAMES OF STOCK OWNED AND COMMON STOCK TO
SHAREHOLDERS TO BE DELIVERED BE RECEIVED
-------------------- ------------------------ --------------------------
ON FILE WITH THE COMPANY
-------------------- ------------------------ --------------------------
-------------------- ------------------------ --------------------------
-------------------- ------------------------ --------------------------
-------------------- ------------------------ --------------------------
-------------------- ------------------------ --------------------------
TOTAL 13,880,599 13,880,599
-------------------- ------------------------ --------------------------
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SCHEDULE II
COMMON STOCK
3,322,840 shares
PREFERRED STOCK
None
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EXHIBIT 1.04(a)
JOYSTAR EXHIBIT 2.03
15
JOYSTAR EXHIBIT 2.02(a)
CAPITALIZATION
Class Authorized Outstanding
--------------------------------------------------------------------------------
Common 50 million 13,880,599
Preferred -0- -0-
JOYSTAR EXHIBIT 2.02(b)
OPTIONS AND WARRANTS
JOYSTAR EXHIBIT 2.05
UNDISCLOSED LIABILITIES
JOYSTAR EXHIBIT 2.07
LITIGATION
JOYSTAR EXHIBIT 2.08
TITLE TO ASSETS
JOYSTAR EXHIBIT 2.09
REAL ESTATE
JOYSTAR EXHIBIT 2.10
CONTRACTS
JOYSTAR EXHIBIT 2.12
INTERESTED TRANSACTIONS
JOYSTAR EXHIBIT 2.14
INTELLECTUAL PROPERTY
COMPANY EXHIBIT 3.02
CAPITALIZATION
Class Authorized Outstanding
----- ---------- -----------
Common 20 million 3,322,840
Preferred 10 million -0-
Options -0- -0-
Warrants -0- -0-
COMPANY EXHIBIT 3.03
SUBSIDIARIES
None
COMPANY EXHIBIT 3.05
UNDISCLOSED LIABILITIES
See attached list.
COMPANY EXHIBIT 3.08
CONTRACTS
COMPANY EXHIBIT 3.10
INTERESTED TRANSACTIONS
None
