EXHIBIT 10.0
STOCK PURCHASE AGREEMENT
THIS AGREEMENT is made by and among, Synthetic Flowers of America, Inc., a
Florida corporation (the "Company"), Xxxxxx Xxxxxxx (the "Seller"), the
principal and majority shareholder of (the "Company") and Xxxxx Xxxx and
assigns, the "Buyer").
WHEREAS, the Seller has agreed to sell up to a total of 3,680,000
restricted shares (the "Shares") of the common stock of the Company.
WHEREAS, the parties have reached the following agreement with respect to
the sale by the Seller to the Buyer of the Shares.
NOW THEREFORE, for valuable consideration and upon the mutual covenants and
promises contained herein, it is agreed as follows:
1. Purchase Price and Terms of Payment. The Seller agrees to sell to Buyer the
Shares for a total of $ 150,000.00, payable as follows:
1.1 Upon execution hereof, the sum of $50,000 or a non-refundable deposit
1.2 On February 5, 1999 the sum of $100,000.00 is due in exchange for
3,680,000 shares
2. Payment for the shares shall be by wire transfer to Xxxx X. Xxxxxxx, P. A.,
Trust Account, as follows:
CITY NATIONAL. BANK
000 Xxxxxxxx Xxxxxx
Xxxxx, XX 00000
ABA: 000000000
CREDIT THE ACCOUNT OF XXXX X. XXXXXXX, P.A.,
TRUST ACCOUNT
ACCOUNT NUMBER: 10002924139
3. Irrevocable Agreement. Once executed by the parties, this Agreement will be
irrevocable. The Seller will have the obligation to sell the Shares to the
Buyer and the Buyer shall have the obligation to purchase the Shares from
the Seller strictly in accordance to this Agreement
4. Resignation of Current Officers and Board Directors. At or before the
Closing, the Seller shall cause each person who is an officer and/or
director of the Company to resign such position from the Company.
5. Representation and Warrants. The Seller represents and warrants to the
Buyer as follows:
a. Prior to the consummation of this transaction, the Company has
4,041,200 shares of common stock and outstanding. It is understood and
agreed by the parties that upon receipt of the first $50,000, th~t the
current officers and directors of the Company will resign in favor of
the those chosen by the Buyer.
b. The currently issued and outstanding shares of the Company are fully
paid and non assessable and have been duly issued.
c. The Company is a corporation is duly organized and validly existing
under the laws of the State of Florida and has all corporate powers
necessary to engage in all transactions in which it has engaged.
d. The Company is in good standing in the state of Florida.
e. The Company has no outstanding debts or obligations whatsoever except
for any items which may have been already expressly disclosed to the
Buyer.
f. The Company is not subject to any pending, or threatened litigation,
claims, or lawsuits for any party.
g. The Company is not a party to any contract, lease, or agreement, which
would subject it to any performance or obligation in the future after
the Closing of this Agreement.
h. The Company does not own any real estate or any interest in real
estate.
i. The Company is not liable for any income, real or personal property
taxes to any governmental agencies whatsoever.
j. The Company is not in violation of any provision of laws or
regulations of federal, state or local government agencies whatsoever.
k. There are no pending or threatened proceedings against the Company.
1. The shares of the Company have been legally and validly issued,
and all such shares are fully paid and non-assessable.
m. The execution and delivery of this Agreement, and the subsequent
Closing thereof, will not result in the breach by the Company, or the
Sellers of any agreements or other instruments to which they are a
party nor will it result in the creation of any lien, charge or
encumbrance whatsoever against the Company or the Seller.
n. The representation and warrants contained by the Seller shall be true
and correct in all material respects on and as of the Closing, with
the same force and effect as though said representation had been made
on and as of the Closing.
o. Seller shall furnish Buyer with Company's complete set of books and
records.
p. Attached hereto are the Financial Statements of June 30, ~998, 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 the
Company throughout the periods indicated, and fairly present the
financial position of the Company as of the date of the balance sheet
in the financial statements, and the results of its operations of the
periods indicated.
q. Since the date of the financial statements, there has not been any
material change in the financial condition or operations of the
Company, except the changes in the ordinary course of business, or
which have been otherwise disclosed.
r. The Company does not have any debt, liability, or obligations of any
nature, whether accrued, absolute, contingent, or otherwise, and
whether due or to become due, that is not reflected on the Company's
financial statement. The Company is not aware of any pending,
threatened or asserted claims, lawsuits, or contingencies involving
the Company or its common stock. There is no dispute of any kind
between the Company and any third party, and no such dispute will
exist at the closing of this Agreement. At closing, the Company will
be free from any and all liabilities, liens, claims and/or
commitments.
s. This agreement shall be governed by and construed in accordance with
the laws of the State of Florida. In the event a suit or action is
brought by any party under this Agreement to enforce any of do terms,
or in any appeal therefrom. It is agreed that the prevailing party
shall be entitled to reasonable attorneys fees at trial and all
appellate levels. If any such action is brought, including any
counterclaim, the parties agree to waive their right to a trial by
jury and agree that exclusive jurisdiction for any such action shall
be the state Courts of Miami-Dade, Florida.
6. Representations and Warranties. Unit the purchase price is paid in full,
the Buyer represents and warrants to the Company and Seller as follows:
6a. Anti-Dilution Provision For a period of 45 days from the date of Closing,
PURCHASER, their agents or assigns shall not issue any additional shares of
the ISSUER which would cause the Selling Shareholder to be a holder of less
than 8% of the issued and outstanding shares of ISSUER.
6b. PURCHASER further represents that until the Shares are paid for in full,
neither the PURCHASER nor anyone on its behalf will (I) cause the ISSUER to
issue shares in a regulation D, Rule 504 offering at a price of less than
.50 per share; and, (2) cause the issuance of any shares which will dilute
the Selling shareholder to below 8% of the total issued and outstanding
shares of the ISSUER.
v. Entire Agreement. This Agreement contains the entire Agreement and
understanding between the parties hereto, and supersede 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. Notice. All notices, requests, demands and other communications under this
Agreement shall be in writing shall be deemed to have been duly given the
date of service is 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: Xxxxxx Xxxxxxx
000 X Xxxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxx, XX 00000
Copy To; Xxxx X. Xxxxxxx, Esquire
7695 5. X x00xx Xxxxxx, Xxxxx 000 Xxxxx0 XX 00000
IN WITNESS THEREOF, the undersigned has executed this Agreement this 15th
day of January 1999.
By: /s/ Xxxxxx Xxxxxxx By: /s/ Xxxxx X. Xxxx
Xxxxxx Xxxxxxx Xxxxx Xxxx, President
