EXHIBIT 2.1
AGREEMENT AND PLAN OF REORGANIZATION
------------------------------------
THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is dated
January 16, 2002, and is by and between Chopin Ventures Group, Inc., a Nevada
corporation (the "Company") and Bioplastic Enterprises Ltd., a British Columbia
corporation ("BEL").
R E C I T A L S
WHEREAS, the sole shareholder of BEL ("Shareholder") owns the shares of
capital stock of BEL as set forth in Schedule 1 attached hereto, constituting
all of the issued and outstanding stock of BEL (the "BEL Shares");
WHEREAS, the Company is a public company; and
WHEREAS, the Company desires to acquire all of the BEL Shares, and the
Shareholder desires to exchange all of the BEL 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 BEL deem it
advisable that the acquisition by the Company of BEL be effected through the
exchange of all of the shares of the Company and BEL 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 Shareholder shall assign, transfer and deliver to the Company all
of the BEL Shares which it own.
1.02. CONSIDERATION. Subject to the terms and conditions of this
Agreement and in consideration of the assignment and delivery of BEL Shares to
the Company, the Company shall at Closing issue to the Shareholders a number of
shares of voting common stock ("Company Common Stock"), $.0001 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 January 28, 2002.
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
1.04(a) Company shall deliver to Shareholder resolution of the
Company's Board of Directors, electing Xxxxx Xxxxxxxxxx, as a member of
the Board of Directors, and the resignation of Xxxxxxxx Xxxxxxxx-Xxxxxx
from the Board of Directors of the Company.
1.04(b) BEL shall execute and deliver to the Company the
letter attached as Exhibit 1.04(b) hereto granting the Company the
title to certain land held by BC X0X 0X0 to be transferred at the time
mutually agreed to upon by the Company and BEL, but no later than 30
days within the Closing Date.
1.04(c) The Company and BEL shall register on the registration
statement on Form S-8 the deferred compensation to certain advisors and
consultants to the Company, as set forth in Exhibit 1.04(c).
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 BEL
BEL 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). BEL is a corporation duly organized, validly existing
and in good standing under the laws of the British Columbia; BEL has
the corporate power and authority to carry on its business as presently
conducted; and BEL 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 BEL as certified by the authorities of British
Columbia, and the copy of the Bylaws as certified by the Secretary of
BEL, 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
BEL are contained in the minute book of BEL 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.
2
2.02. CAPITALIZATION.
2.02(a). The authorized capital stock and the issued and
outstanding shares of BEL is as set forth on Exhibit 2.02(a). All of
the issued and outstanding shares of BEL 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
BEL.
2.03. SUBSIDIARIES AND INVESTMENTS. BEL 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 audited financial statements of BEL as
of September 24, 2001, including the audited balance sheet as of that date and
the related audited statements of operations, retained earnings, and cash flows
for the period BEL has been in existence (the "Financial Statements") present
fairly the financial position and results of operations of BEL, on a consistent
basis.
2.05. NO UNDISCLOSED LIABILITIES. Other than as described in Exhibit
2.05 hereto, BEL 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, which is not reflected or reserved against in the Financial
Statements, except those incurred in the normal course of business.
2.06. ABSENCE OF MATERIAL CHANGES. Since September 24, 2001, 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 BEL,
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 BEL, or any issuance of any shares of
capital stock or the granting, issuance or exercise of any rights,
warrants, options or commitments by BEL relating to their authorized or
issued capital stock; or
2.06(c). any change or amendment to the Articles of
Incorporation of BEL.
2.07. LITIGATION. Except as set forth in Exhibit 2.07 attached hereto,
there is no litigation, proceeding or investigation pending or threatened
against BEL affecting any of its properties or assets against any officer,
director, or stockholder of BEL that might result, either in any case or in the
aggregate, in any material adverse change in the business, operations, affairs
or condition of BEL 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.
3
2.08. TITLE TO ASSETS. BEL has good and marketable title to all of its
assets and properties now carried on its books including those reflected in the
balance sheets contained in the Financial Statements, free and clear of all
liens, claims, charges, security interests or other encum brances, except as
described in Exhibit 2.08 attached hereto or any other Exhibit.
2.09. REAL ESTATE. There is set forth on Exhibit 2.09 attached hereto a
brief description of all real estate (including building and improvements) owned
and held by BC X0X 0X0, together with a legal description of such real estate,
which shall be transferred to the Company following the Closing. BEL represents
that BC X0X 0X0 has good and marketable title to such real estate in fee simple
and clear of any encumbrances whatsoever except as shown on Exhibit 2.09 hereto.
2.10. 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 BEL 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, BEL 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 BEL 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.
2.11. 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.
2.12. 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 BEL, and any officer,
director, or stockholder of BEL, or any cor poration or other entity controlled
by the Shareholders, a member of the Shareholders' families, or any affiliate of
the Shareholders.
2.13. 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 BEL, or any agreement, contract or
instrument to which BEL is a party or by which it or any of its assets are
bound.
2.14. OWNERSHIP OF INTELLECTUAL PROPERTY RIGHTS. BEL 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
4
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, BEL 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 BEL 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 BEL.
2.15. DISCLOSURE. To the actual knowledge of BEL, neither this
Agreement, the Financial Statements nor any other agreement, document,
certificate or written or oral statement furnished to the Company by or on
behalf of BEL 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.
2.16 AUTHORITY. BEL 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 BEL and no other corporate proceedings on the part of BEL 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 BEL 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 Nevada;
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 Nevada, and the
Bylaws of the Company are complete and correct copies of the
Certificate of Incorporation and the Bylaws of the Company as amend ed
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 BEL that have not also been de
livered to BEL.
5
3.02. CAPITALIZATION OF THE COMPANY. The authorized capital stock of
the Company consists of 10,000,000 shares of Common Stock, par value $.0001 per
share, of which 1,895,000 shares are outstanding, and 5,000,000 shares of
preferred stock, 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 6,300,000 shares of
Common Stock of the Company to be issued to BEL (constituting 90% 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.
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.
6
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 BEL 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 BEL 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, 2000 and the period from January
1, 2001 to September 30, 2001 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.
3.14. ABSENCE OF MATERIAL CHANGES. Since December 31, 2000, 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.
7
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 BEL relating to their authorized or
issued capital stock.
3.14(c) any amendment to the Certificate of Incorporation of
Company.
IV. SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS
All representations, warranties and covenants of the Company and BEL
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 BEL. The obligations of BEL 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.
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 trans
actions contemplated by this Agreement, to continue unimpaired in all
material respects im mediately 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:
8
5.02(a) REPRESENTATIONS AND WARRANTIES OF BEL TO BE TRUE. The
representations and warranties of BEL 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 BEL 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
BEL of the transactions contemplated by this Agreement shall have been
obtained.
5.02(d) CLOSING DOCUMENTS. BEL shall have executed and
delivered all documents required to be executed and delivered by BEL
pursuant to Section 1.04.
9
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;
(a) MUTUAL CONSENT. By mutual consent of BEL and Company.
(b) EXPIRATION DATE. By either BEL or Company if the Closing shall not
have taken place by January 28, 2002, which date may be extended by mutual
agreement of BEL 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 per formance
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) BEL shall have executed and delivered all documents
required to be executed and delivered by BEL pursuant to Section 1.04.
VII. CERTAIN AGREEMENTS
7.01. TRANSFER OF REAL PROPERTY. XXX xxxxx xxxxx XX X0X 0X0 to transfer
to the Company the title to land located in Kamloops, British Columbia, as more
specifically described in this Agreement (Exhibit 2.09).
VIII. MISCELLANEOUS
8.01. FINDER'S FEES, INVESTMENT BANKING FEES. Neither BEL 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.
8.02. 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 BEL 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.
10
8.03. 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.
8.04. 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.
8.05. 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 under takings 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 re spective successors or assigns.
8.06. 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.
8.07. 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
8.08. 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.
8.09. 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.
8.10. 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.
11
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered
by the parties hereto as the date first above written.
CHOPIN VENTURE GROUP, INC.
BY: /s/ Xxxxx Xxxxxx
-------------------------------
Xxxxx Xxxxxx, President
BIOPLASTICS ENTERPRISES LTD.
By: Hidden Valley Power Company Ltd. (the "Shareholder")
By: /s/ Xxxxx Xxxxxxxxxx
---------------------------------
Xxxxx Xxxxxxxxxx, President
12
SCHEDULE I
NUMBER OF SHARES NUMBER OF
OF BEL SHARES OF
COMMON STOCK COMPANY
NAMES OF OWNED AND COMMON STOCK
SHAREHOLDERS TO BE DELIVERED TO BE RECEIVED
------------ --------------- --------------
Hidden Valley
Power Company Ltd. 100 shares 6,300,000
Totals 6,300,000
---------
13
SCHEDULE II
COMMON STOCK
19,000 shares held by Shareholders of the Company
PREFERRED STOCK
None
14
EXHIBIT 1.04(a)
BEL EXHIBIT 2.03
BEL EXHIBIT 2.02(a)
CAPITALIZATION
Class Authorized Outstanding
----- ---------- -----------
Common 1 million 000
Xxxxxxxxx -0- -0-
XXX XXXXXXX 2.02(b)
OPTIONS AND WARRANTS
BEL EXHIBIT 2.05
UNDISCLOSED LIABILITIES
BEL EXHIBIT 2.07
LITIGATION
BEL EXHIBIT 2.08
TITLE TO ASSETS
BEL EXHIBIT 2.09
REAL ESTATE
BEL EXHIBIT 2.10
CONTRACTS
BEL EXHIBIT 2.12
INTERESTED TRANSACTIONS
BEL EXHIBIT 2.14
INTELLECTUAL PROPERTY
COMPANY EXHIBIT 3.02
CAPITALIZATION
Class Authorized Outstanding
----- ---------- -----------
Common 10,000,000 19,000
Preferred 5,000,000 -0-
Options -0- -0-
Warrants -0- -0-
COMPANY EXHIBIT 3.03
SUBSIDIARIES
None
COMPANY EXHIBIT 3.05
UNDISCLOSED LIABILITIES
None
COMPANY EXHIBIT 3.08
CONTRACTS
COMPANY EXHIBIT 3.10
INTERESTED TRANSACTIONS
None
