Exhibit 10.1
STOCK ACQUISITION AGREEMENT
This Stock Acquisition Agreement (hereinafter the "Agreement") is entered into
effective as of February 28, 2006 and supersedes any and all other agreements
whether in writing or orally communicated, by and among Xtreme Companies, Inc.,
a Nevada corporation (hereinafter "Xtreme"); Marine Holdings, Inc. D/B/A
Challenger Offshore, a Missouri corporation (hereinafter "Marine"), and Xxxxxx
XxXxxxxxx and Xxxxxxx XxXxxxxxx, the owners of all of the outstanding shares of
common stock of Marine Holdings, Inc. (hereinafter the "Shareholders of
Marine").
WHEREAS, the Shareholders of Marine own all of the issued and outstanding common
stock of Marine (the "Marine Common Stock");
WHEREAS, Xtreme desires to purchase all of the outstanding shares of Marine,
free and clear of all debts and encumbrances of Marine owed to Sun Security Bank
and to Shareholders, and
WHEREAS, Xtreme desires to purchase the real estate owned by shareholders at 000
Xxxxxxxx Xxxxx xx Xxxxxxxxxx, XX where Marine currently conducts its business,
free and clear of all loans and encumbrances by purchasing said property for the
total amount of Two million one hundred twelve thousand two hundred ninety-five
dollars. ($2,112,310)
WHEREAS, Xtreme desires to acquire the Marine Common Stock solely in exchange
for "Liability Relief" equal to two million one hundred sixty one thousand one
hundred thirty nine dollars ($2,161,139), as of February 15, 2005, and to be
adjusted accordingly as of closing date for accrued interest and changes to
trade payables, making Marine a wholly-owned subsidiary of Xtreme. Liability
Relief shall be defined as the assumption of all Marine liabilities and the
release of Shareholders of Marine from the Liabilities listed in Exhibit "B"
pursuant to Section 3 of this Agreement.
WHEREAS, Xxxxxx XxXxxxxxx and Xxxxxxx XxXxxxxxx, also known as Shareholders of
Marine hereby agree to transfer all their shares, right and title to Marine
Holdings, Inc. and the real estate at 000 Xxxxxxxx Xxxxx, Xxxxxxxxxx, XX to
Xtreme under the following terms and conditions.
NOW THEREFORE, for the mutual consideration set out herein and other good and
valuable consideration, the legal sufficiency of which is hereby acknowledged,
the parties agree as follows:
1. Acquisition
It is hereby agreed that the Marine Common Stock shall be acquired by Xtreme in
exchange solely for Liability Relief equal in value to $2,161,139 as of February
15, 2005 to be adjusted accordingly as of closing date for accrued interest and
changes to trade payables, as set forth on Exhibit B, attached hereto.
1.1 Assets transferred. Marine hereby agrees that Property included in the
sale shall include but not be limited to the following items:
(a) property including, but not limited to, boat plugs, hull and
deck molds, liners and small parts molds owned by Marine Holdings as further
described on Exhibit A;
(b) all chattel paper of any kind or nature whatsoever, including,
without limitation, all leases, rental agreements, installment sale agreements,
conditional sale agreements and other chattel paper relating to or arising out
of the sale, rental, lease or other disposition of any items owned by Marine;
(c) all general intangibles of any kind or nature whatsoever,
including, without limitation, all payment intangibles, all patents (including
patent number RE36,879 dated September 26, 2000), trademarks associated with the
"Challenger Offshore" name and any other trademarks owned by Marine Holdings,
copyrights and other intellectual property, and all applications for,
registrations of and licenses of the foregoing, all computer software, product
specifications, trade secrets, licenses, trade names, service marks, goodwill,
tax refunds, rights to tax refunds, franchises, rights related to prepaid
expenses, rights under executory contracts, causes of action, all rights under
partnership, joint venture, co-ownership, management and/or similar agreements
and/or arrangements;
(d) all tools, dies, jigs and other tangible personal property and
all accessories and parts relating thereto;
(e) all commercial tort claims;
(f) all letters of credit rights;
(g) all books, records, computer records, computer disks, ledger
cards, programs and other computer materials, customer and supplier lists,
invoices, orders and other property and general intangibles at any time
evidencing or relating to any of the Collateral;
(h) all accessions to any of the property described above and all
substitutions, renewals, improvements and replacements of thereto;
(i) the building and surrounding property located at 000 Xxxxxxxx
Xxxxx, Xxxxxxxxxx, Xxxxxxxx 00000;
(j) all proceeds, including, without limitation, proceeds which constitute
property of the types described above and any rents and profits of any of the
foregoing items, whether cash or noncash, immediate or remote, including,
without limitation, all income, accounts, contract rights, general intangibles,
payment intangibles, chattel paper, notes, drafts, acceptances, instruments and
other rights to the payment of money arising out of the sale, rental, lease,
exchange or other disposition of any of the foregoing items; and
(k) Any other property not listed in Exhibit G
1.2 Assets excluded. The assets listed in Exhibit G are not the property of
Marine and to prevent any dispute in the future as to ownership, the Company
acknowledges that the assets listed in Exhibit G are the personal property of
Shareholders and are not transferred to Xtreme and are expressly excluded from
the property being transferred herein. The Shareholders agree to remove the
assets listed in Exhibit G from the property being acquired prior to Closing
within thirty days (30).
2. Delivery of Shares
Xtreme and Shareholders of Marine agree that on the Closing Date or at the
Closing as hereinafter defined, certificates representing all of the Marine
Common Stock and written approval from all Marine lien holders (the "Lien
Holders") shall be delivered at Closing to Xtreme in exchange for documentation
which provides proof of Liability Relief as described herein.
Each Marine Shareholder shall execute this Agreement and a written consent to
the exchange of their Marine Common Stock for the proof of Liability Relief
described herein.
3. Pre-Closing Events
The Closing is subject to the completion of the following:
Marine and its undersigned shareholder represent and warrant that to their best
information and belief, there are no known material assets or liabilities,
contingent or fixed arising out of the period of time prior to the closing date
other than those disclosed on Exhibits "B" and "D" attached hereto.
4. Exchange of Securities
As of the Closing Date each of the following shall occur:
All outstanding shares of Marine Common Stock shall be deemed, after Closing, to
be owned by Xtreme. The holders of such certificates previously evidencing
shares of Marine Common Stock outstanding immediately prior to the Closing Date
shall cease to have any rights or liabilities with respect to such shares of
Marine Common Stock.
Any shares of Marine Common Stock held in the treasury of Marine immediately
prior to the Closing Date shall automatically be canceled and extinguished
without any conversion thereof and no payment shall be made with respect
thereto;
5. Other Events Occurring at Closing
Intentionally left blank.
6. Delivery of Shares
On the Closing Date, Marine will cause the Shareholders of Marine to surrender
certificates for cancellation representing their shares of Marine Common Stock,
upon written evidence of proof of Liability Relief.
7. Representations of Private Corporation Shareholders
Each Marine Shareholder hereby represents and warrants each only as to its own
Marine Common Stock, effective this date and the Closing Date as follows:
Except as may be noted in Exhibit "C", the Marine Common Stock is free from
claims, liens, or other encumbrances, and at the Closing Date said Marine
Shareholder will have good title and the unqualified right to transfer and
dispose of such Marine Common Stock,
Said Marine Shareholder is the sole owner of the issued and outstanding Marine
Common Stock as set forth in Exhibit "C";
8. Representations of Marine
Marine hereby represents and warrants as follows, which warranties and
representations shall also be true as of the Closing Date: Except as noted on
Exhibit "C", the Shareholders of Marine listed on the attached Exhibit "C" are
the sole owners of record and beneficially of the issued and outstanding common
stock of Marine.
Marine has no outstanding or authorized capital stock, warrants, options or
convertible securities other than as described in the Marine Financial
Statements or on Exhibit "E", attached hereto.
The compiled financial statements for the period ended December 31, 2004, which
have been (or will be prior dissemination of an Information Statement by Xtreme)
delivered to Xtreme (hereinafter referred to as the "Marine Financial
Statements") are complete and accurate and fairly present the financial
condition of Marine as of the dates thereof and the results of its operations
for the periods covered. There are no material liabilities or obligations known
to Marine, either fixed or contingent, not disclosed in the Marine Financial
Statements or in any exhibit thereto or notes thereto other than contracts or
obligations in the ordinary course of business; and no such contracts or
obligations in the ordinary course of business constitute liens or other
liabilities which materially alter the financial condition of Marine as
reflected in the Marine Financial Statements. Marine has good title to all
assets shown on the Marine Financial Statements subject only to dispositions and
other transactions in the ordinary course of business, the disclosures set forth
herein and liens and encumbrances of record. The Marine Financial Statements
have been prepared in accordance with generally accepted accounting principles
consistently applied (except as may be indicated therein or in the notes
thereto) and fairly present the financial position of Marine as of the dates
thereof and the results of its operations and changes in financial position for
the periods then ended.
Since the date of the Marine Financial Statements for the period ending December
31, 2004, the Shareholders have no knowledge of any material adverse changes in
the financial position of Marine except changes arising in the ordinary course
of business, which changes will in no event materially and adversely affect the
financial position of Marine.
The Shareholders will cooperate with the accountants and auditors of Xtreme in
completing all necessary audits and records.
The Shareholders of Marine represents that it is currently a party to the
following litigation and acknowledge that any award payable in any of the
following lawsuits shall be the sole responsibility of the Shareholders:
a. Omni Erection v. Challenger Offshore, Cause no. 04E1-AC00918, now pending
in Franklin County, Missouri. This action has been settled under terms in which
Shareholders shall pay to Plaintiffs in that action $10,000 in exchange for a
full and final release of Marine Holdings, Inc.
b. Nick Gooodrich v. Marine Holdings, Cause no. 04CV-125184. This action
has been settled according to the terms of a settlement agreement, and the
Shareholders agree to be solely responsible for the payment of $91,000 as
described under the terms described in that agreement. If requested by the
Shareholders prior to March 7, 2006, Xtreme agrees to build a standard DDC 33
Open Bow for a cost to Shareholder of $92,000 with a June 1, 2006 delivery date.
c. Xxxxx Xxxxxx v. Marine Holdings, Inc., Cause no. 02CV-331080. This
action has been settled and shareholders will be paying the settlement amount of
$3,500 and obtaining a full release of Marine Holdings, Inc.
d. Xxxxxxx Xxxxxx; This is a worker's compensation claim, injury no.
03-138649. Any award payable in this action shall be the sole responsibility
of Shareholders.
Marine has no knowledge of any other pending litigation or, to its best
information and belief, any governmental investigation or proceeding, not
reflected in the Marine Financial Statements, and to its best knowledge, no
litigation, claims, assessments or any governmental proceedings are threatened
against Marine.
Marine is in good standing in its jurisdiction of incorporation, and is in good
standing and duly qualified, to do business in each jurisdiction where required
to be so qualified except where the failure to so qualify would have no material
negative impact on Marine.
Marine has (or, by the Closing Date, will have) filed all material tax,
governmental and/or related forms and reports (or extensions thereof) due
through December 31, 2004 or required to be filed through December 31, 2004 and
has (or will have) paid or made adequate provisions for all taxes or assessments
which have become due through December 31, 2004. Xtreme will be responsible for
preparation of all tax documents and the payment of taxes, if any, for the
calendar year 2005. Xtreme will make available all of the books and records
related to the operation of Marine prior to the date of closing to the
Shareholders in reasonable times in the future at the offices of Xtreme.
Marine has not materially breached any material agreement to which it is a
party. Marine has previously given Xtreme copies or access thereto of all
material contracts, commitments and/or agreements to which Marine is a party
including all relationships or dealings with related parties or affiliates.
Marine has made all material corporate financial records, minute books, and
other corporate documents and records requested for review to present to
management of Xtreme prior to the Closing Date, during reasonable business hours
and on reasonable notice, with the exception of:
a. all corporate tax returns for years prior to 2004 and financial
statements relating to same years,
b. real estate tax returns for prior years,
c. all Marine financial records prior to 2004,
d. documentation relating to the purchase of Mariah molds (including proof
of purchase and the dollar amount),
e. titles to all vehicles and MSO's or titles to Marine owned trailers,
f. patent paperwork; and
g. original signed Xxxxxxx Marine royalty agreement.
Shareholders agree to provide the documentation that is in their possession
listed above in subsections a through g and any other corporate documents
related to Marine Holdings, Inc. that is in their possession by March 10,, 2006
at 5 pm. On March 11, 2006, the Shareholders agree that they will pay Xtreme a
penalty of $1,000 per calendar day for each day Shareholders have not provided
all of the documentation that is in their possession listed above. Payment of
the $1,000 will be due daily. If Shareholders do not pay the penalty as due,
interest of eighteen percent (18%) compounded daily will accrue and Shareholders
agree that they will be responsible for all costs of Xtreme necessary to collect
any outstanding penalty including costs of counsel and court costs. No action
by Xtreme will be deemed a waiver of this penalty provision.
The execution of this Agreement does not materially violate or breach any
material agreement or contract to which Marine is a party and has been duly
authorized by all appropriate and necessary corporate action under the law of
the State of Missouri or other applicable law and Marine, to the extent
required, has obtained all necessary approvals or consents required by any
agreement to which Marine is a party.
Marine will assign or transfer any and all contract rights, including licensing
rights, to Xtreme. The execution of this agreement will not terminate or cause
a default in any material contract or license to which Marine is a party. The
Shareholders will cooperate with Xtreme in the assignment or transfer of
Marine's rights to Xtreme under any contract or license.
All disclosure information regarding Marine, which has been provided by
Shareholders or otherwise delivered to Xtreme by Marine, for use in connection
with the transaction (the "Acquisition") described herein to the best of the
Shareholder's knowledge is true, complete and accurate in all material respects.
9. Representations of Xtreme
Xtreme, to the best of its knowledge, hereby represents and warrants as follows,
each of which representations and warranties shall continue to be true as of the
Closing Date.
Xtreme has the corporate power to enter into this Agreement and to perform its
respective obligations hereunder. The execution and delivery of this Agreement
and the consummation of the transactions contemplated herein have been duly
authorized by the board of directors of Xtreme. The execution and performance of
this Agreement will not constitute a material breach of any agreement,
indenture, mortgage, license or other instrument or document to which Xtreme is
a party and will not violate any judgment, decree, order, writ, rule, statute,
or regulation applicable to Xtreme or its properties. The execution and
performance of this Agreement will not violate or conflict with any provision of
the Articles of Incorporation or by-laws of Xtreme.
10. Closing
The "Closing Date" of the transactions described herein (the "Acquisition"),
shall be on or about February 28, 2006.
11. Conditions Precedent to Obligations of Marine.
All obligations of Marine under this Agreement are subject to the fulfillment,
prior to or as of the Closing and/or the Closing Date, as indicated below, of
each of the following conditions:
The representations and warranties by or on behalf of Xtreme contained in this
Agreement or in any certificate or document delivered pursuant to the provisions
hereof shall be true in all material respects at and as of the Closing and
Closing Date as though such representations and warranties were made at and as
of such time.
Xtreme shall have performed and complied with all covenants, agreements, and
conditions set forth in, and shall have executed and delivered all documents
required by this Agreement to be performed or complied with or executed and
delivered by it prior to or at the Closing.
On or before the Closing, the board of directors, shall have approved in
accordance with applicable state corporation law the execution and delivery of
this Agreement and the consummation of the transactions contemplated herein.
On or before the Closing Date, Xtreme shall have delivered to Marine certified
copies of resolutions of the board of directors authorizing all of the necessary
and proper action to enable Xtreme to comply with the terms of this Agreement
and all matters outlined herein.
The Acquisition shall be permitted by applicable law.
At the Closing, all instruments and documents delivered to Marine and
Shareholders of Marine pursuant to the provisions hereof shall be reasonably
satisfactory to legal counsel for Marine.
Marine and Shareholders of Marine shall have received the advice of their tax
advisor, if deemed necessary by them, as to all tax aspects of the Acquisition.
Marine shall have received all necessary and required approvals and consents
from required parties, its shareholders and the Lien Holders.
At the Closing, Xtreme shall have delivered to Marine an opinion of its counsel
dated as of the Closing to the effect that:
Xtreme is a corporation duly organized, validly existing and in good standing
under the laws of the jurisdiction of its incorporation;
This Agreement has been duly authorized, executed and delivered by Xtreme and is
a valid and binding obligation of Xtreme enforceable in accordance with its
terms;
Xtreme through its board of directors and shareholders has taken all corporate
action necessary for performance under this Agreement;
The documents executed and delivered by Xtreme to Marine and Shareholders of
Marine hereunder are valid and binding in accordance with their terms.
Xtreme has the corporate power to execute, deliver and perform under this
Agreement;
Legal counsel of Xtreme is not aware of any liabilities, claims or lawsuits
involving Xtreme except those disclosed herein.
12. Conditions Precedent to Obligations of Xtreme
All obligations of Xtreme under this Agreement are subject to the fulfillment,
prior to or at the Closing, of each of the following conditions:
The representations and warranties by Marine and Shareholders of Marine
contained in this Agreement or in any certificate or document delivered pursuant
to the provisions hereof shall be true in all material respects at and as of the
Closing as though such representations and warranties were made at and as of
such time.
Marine shall have performed and complied with, in all material respects, all
covenants, agreements, and conditions required by this Agreement to be performed
or complied with by it prior to or at the Closing;
Marine shall deliver an opinion of its legal counsel to the effect that:
Marine is a corporation duly organized, validly existing and in good standing
under the laws of its jurisdiction of incorporation and is duly qualified to do
business in any jurisdiction where so required except where the failure to so
qualify would have no material adverse impact on Marine;
This Agreement has been duly authorized, executed and delivered by Marine.
The documents executed and delivered by Marine and Shareholders of Marine to
Xtreme hereunder are valid and binding in accordance with their terms and vest
in Xtreme all right, title and interest in and to the Marine Common Stock, which
stock is duly and validly issued, fully-paid and non-assessable.
Marine shall deliver a written approval of the Acquisition from the Lien
Holders.
13. Indemnification
Marine and Shareholders of Marine hereby agree to indemnify, hold harmless,
assume, pay and/or reimburse Xtreme, its officers, directors, shareholders,
employees, agents, successors, and assignees, for any and all liabilities,
damages, claims, suits, judgments, costs, and expenses (including reasonable
attorney's fees and court costs) directly or indirectly incurred by Xtreme as a
result of any misrepresentation or omission made by Marine or the Shareholders
of Marine pursuant to this Agreement.
Xtreme hereby agrees to indemnify, hold harmless, assume, pay and/or reimburse
Marine, its officers, directors, shareholders, employees, agents, successors,
and assignees, for any and all liabilities, damages, claims, suits, judgments,
costs, and expenses (including reasonable attorney's fees and court costs)
directly or indirectly incurred by Marine as a result of Xtreme's or the
Shareholders of Xtreme's gross negligence, or resulting from any
misrepresentation or omission made by Xtreme or the Shareholders of Xtreme
pursuant to this Agreement.
14. Nature and Survival of Representations
All representations, warranties and covenants made by any party in this
Agreement shall survive the Closing and the consummation of the transactions
contemplated hereby for one (1) year from the Closing. All of the parties hereto
are executing and carrying out the provisions of this Agreement in reliance
solely on the representations, warranties and covenants and agreements contained
in this Agreement and not upon any investigation upon which it might have made
or any representation, warranty, agreement, promise or information, written or
oral, made by the other party or any other person other than as specifically set
forth herein.
15. Documents at Closing
At the Closing, the following documents shall be delivered:
15.1 Marine's Deliveries
Marine will deliver, or will cause to be delivered, to Xtreme the following:
A certificate executed by the President and Secretary of Marine to the effect
that all representations and warranties made by Marine under this Agreement are
true and correct as of the Closing, the same as though originally given to
Xtreme on said date;
A certificate from the jurisdiction of incorporation of Marine dated on or about
the Closing to the effect that Marine is in good standing under the laws of said
jurisdiction;
Such other instruments, documents and certificates, if any, as are required to
be delivered pursuant to the provisions of this Agreement;
Certified copies of resolutions adopted by the shareholders and directors of
Marine authorizing this transaction;
The legal opinion required by Section 12 hereof; and
All other items, the delivery of which is a condition precedent to the
obligations of Xtreme as set forth herein.
A written approval of the Acquisition from the Lien Holders.
15.2 Xtreme's Deliveries
A certificate of the President of Xtreme, to the effect that all representations
and warranties of Xtreme made under this Agreement are true and correct as of
the Closing;
Certified copies of resolutions adopted by Xtreme's board of directors
authorizing the Acquisition and all related matters described herein;
Opinion of Xtreme's counsel as described in Section 11 above;
Such other instruments and documents as are required to be delivered pursuant to
the provisions of this Agreement;
All other items, the delivery of which is a condition precedent to the
obligations of Marine, as set forth in Section 12 hereof.
16. Finder's Fees
Marine has previously informed Xtreme that it entered into an agreement to
provide a finder's fee to Xxxx Xxxx and/or the CMA Group, LLC in connection
with Xtreme's purchase of Marine. Xtreme agrees to indemnify and hold Marine
and/or shareholders harmless and pay on their behalf any and all costs and
expenses, including reasonable attorneys fees as they are incurred in this
matter and any ultimate court judgment that is rendered to Xxxx Xxxx.
17. Miscellaneous
17.1 Further Assurances
At any time, and from time to time, after the Closing Date, 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.
17.2 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.
17.3 Amendment
This Agreement may be amended only in writing as agreed to by all parties
hereto.
17.4 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.
17.5 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.
17.6 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.
17.7 Governing Law
This Agreement shall be construed and enforced in accordance with the laws of
the State of Missouri.
17.8 Binding Effect
This Agreement shall be binding upon the parties hereto and inure to the benefit
of the parties, their respective heirs, administrators, executors, successors
and assigns.
17.9 Entire Agreement
This Agreement and the attached Exhibits constitute the entire agreement of the
parties covering everything agreed upon or understood in the transaction. There
are no oral promises, conditions, representations, understandings,
interpretations or terms of any kind as conditions or inducements to the
execution hereof.
17.10 Severability
If any part of this Agreement is deemed to be unenforceable the balance of the
Agreement shall remain in full force and effect.
***** THE REST OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK *****
IN WITNESS WHEREOF, the parties have executed this Agreement the day and year
first above written.
XTREME COMPANIES, INC.
By: /s/ Xxxxx Xxxx
-----------------
Name: Xxxxx Xxxx
Title: President and CEO
XXXXXX XXXXXXXXX, INDIVIDUALLY
By: /s/ Xxxxxx XxXxxxxxx
----------------------
Name: Xxxxxx XxXxxxxxx
Title: Marine Holdings, Shareholder
XXXXXXX XXXXXXXXX, INDIVIDUALLY
By: /s/ Xxxxxxx XxXxxxxxx
-----------------------
Name: Xxxxxxx XxXxxxxxx
Title: Marine Holdings, Shareholder
MARINE HOLDINGS, INC.
By: /s/ Xxxxxx XxXxxxxxx
----------------------
Name: Xxxxxx XxXxxxxxx
Title: President
EXHIBITS
--------
EXHIBIT A LIST OF BOAT PLUGS, HULL AND DECK MOLDS, LINERS AND SMALL PARTS
MOLDS OWNED BY MARINE HOLDINGS, INC.
EXHIBIT B LIABILITIES ASSUMED AS PART OF THE TRANSACTION
EXHIBIT C SHAREHOLDERS OF MARINE
EXHIBIT D FINANCIALS OF MARINE
EXHIBIT E CAPITALIZATION OF MARINE
EXHIBIT F INTENTIONALLY LEFT BLANK
EXHIBIT G LIST OF ASSETS AND EQUIPMENT RELATED TO CAT MOLDS OWNED PRIVATELY
BY SHAREHOLDERS
EXHIBIT B - MARINE HOLDINGS, INC.
VENDOR . . . . . . . . . . . . . . . INVOICE # DUE DATE TOTAL DUE
ADVERTISING
------------------------------------
Xxxxx Publishing 7/31/03 thru 6/30/04 $ 6,440.00
SWBYP Xx. Xxxxx 00000 $ 1,420.27
LEGAL
Xxxxxx/Xxxxx (X. Xxxx). . . . . . . 72782 11/15/2004 $ 495.04
GENERAL VENDORS
Xxxxx Marine Repair (KY-42' repairs) 1856 8/22/2004 $ 1,337.13
Plasteak . . . . . . . . . . . . . . 2012267 5/16/2004 $ 713.57
Reliable Workforce . . . . . . . . . 16612 8/28/2003 $ 445.44
TOTAL $ 10,851.45
LIMBO FILE
Accuform . . . . . . . . . . . . . . 20654 10/25/2003 $ 214.82
------------------------------------ ---------- ----------------------- -------------
20822 11/24/2003 $ 153.31
Xxxxxx Xxxx. . . . . . . . . . . . . Various $ 3,124.24
ECCI . . . . . . . . . . . . . . . . 8126 $ 89.00
Xxxxxx & Xxxxxxx . . . . . . . . . . 11758 $ 1,622.50
Xxxxxxx, Xxxx $ 78.00
Spartek. . . . . . . . . . . . . . . 0120370-IN $ 247.62
St. Louis Testing. . . . . . . . . . 38590 7/3/2003 $ 375.00
TOTAL $ 5,904.49
LOANS & CREDIT CARDS
Inventory Systems/Xxxxxxx $ 50,000.00
------------------------------------ -------------
Bank Star of Leadbelt estimated amount $ 28,250.78
Sun Security - 000 Xxxxxxxx Xxxxx. . 1951658660 approx amount $1,670,995.02
Sun Security - Molds . . . . . . . . 1951658661 approx amount $ 630,141.18
Sun Security - Ranch . . . . . . . . 1951658663 approx amount $ 413,064.66
Sun Security - Credit Line Wrap-up . 1951658662 approx amount $ 247,228.16
WIP Loans with Sun Security
1951658671 . . . . . . . . . . . . . 111 approx amount $ 87,632.00
0000000000 . . . . . . . . . . . . . 118 approx amount $ 52,574.00
1951658679 . . . . . . . . . . . . . 120 approx amount $ 52,574.00
1918556961 . . . . . . . . . . . . . 128 approx amount $ 65,009.00
1918556962 . . . . . . . . . . . . . 129 approx amount $ 63,055.00
0000000000 . . . . . . . . . . . . . 131 approx amount $ 50,661.00
1918556965 . . . . . . . . . . . . . 132 approx amount $ 54,525.25
1918556966 . . . . . . . . . . . . . 133 approx amount $ 57,371.00
1918556967 . . . . . . . . . . . . . 134 approx amount $ 9,273.00
1918556968 . . . . . . . . . . . . . 135 approx amount $ 24,403.00
1918556969 . . . . . . . . . . . . . 136 approx amount $ 9,273.00
1918556970 . . . . . . . . . . . . . 138-MM approx amount $ 41,688.00
1918556971 . . . . . . . . . . . . . 139-NN approx amount $ 101,002.00
0000000000 . . . . . . . . . . . . . 140-00 approx amount $ 61,000.00
1918556973 . . . . . . . . . . . . . 141-PP approx amount $ 101,002.00
1918556974 . . . . . . . . . . . . . 142-QQ approx amount $ 50,997.00
1918556975 . . . . . . . . . . . . . 143-RR approx amount $ 60,000.00
1918556977 . . . . . . . . . . . . . 145-TT approx amount $ 62,176.00
1918556979 . . . . . . . . . . . . . 147-VV approx amount $ 45,272.00
1918556981 . . . . . . . . . . . . . 149-XX approx amount $ 62,176.00
1918556982 . . . . . . . . . . . . . 150-YY approx amount $ 28,211.00
Bank of America Payable - 0701 balance after Feb pymt $ 4,552.10
Bank of America Payable - 0719 balance after Feb pymt $ 9,396.85
Bank of America Payable - 0735 balance after Feb pymt $ 9,322.08
Chase Payable - 2477 balance after Feb pymt $ 9,180.46
Citi Cards Payable - 9989 balance after Feb pymt $ 6,888.90
Discover Payable - 5594 balance after Feb pymt $ 10,378.41
MBNA Payable - 4346 balance after Feb pymt $ 9,587.11
MBNA Payable - 9209 balance after Feb pymt $ 17,833.36
TOTAL $4,256,693.32
GRAND TOTAL $4,273,449.26
BREAK OUT TOTAL
Vendor Debt $ 16,755.94
------------------------------------ -----------------------
Notes Payable $ 50,000.00
------------------------------------ -----------------------
WIP Financing $ 1,139,874.25
------------------------------------ -----------------------
Sun Security Debt $ 877,369.34
------------------------------------ -----------------------
Property: 300 Westlink $ 2,112,310.46
------------------------------------ -----------------------
Credit Card Debt $ 77,139.27
------------------------------------ -----------------------
TOTAL $ 4,273,449.26
------------------------------------ -----------------------
EXHIBIT C
MARINE HOLDINGS, INC. SHAREHOLDERS APPROVING/DISAPPROVING MERGER
The following shareholders being all the shareholders of Marine have agreed to
and accepted the Stock Acquisition Agreement between Marine Holdings, Inc. and
Xtreme Companies, Inc.:
By: /s/ Xxxxxx DiBartolo_
----------------------
Name: Xxxxxx XxXxxxxxx
Date: February 28, 2006
-------------------
By: /s/ Xxxxxxx XxXxxxxxx
-----------------------
Name: Xxxxxxx XxXxxxxxx
Date: February 28, 2006
-------------------
EXHIBIT D-CHALLENGER FINANCIALS FOR THE YEAR ENDING DECEMBER 31, 2005
ORDINARY INCOME/EXPENSE
INCOME
JAN - DEC 05
-------------
PARTS INCOME 1,591.75
4100 - SALES INCOME - XTREME 1,580,812.44
4150 - NON-XTREME BOAT SALES INCOME -292,982.28
--------------
TOTAL INCOME 1,289,421.91
COST OF GOODS SOLD
FREIGHT OUT 6,070.36
MATERIAL BURDEN
FREIGHT-IN COSTS 22,655.93
--------------
TOTAL MATERIAL BURDEN 22,655.93
5000 - COST OF GOODS SOLD - MATERIALS 1,069,601.45
5010 - DIRECT MATERIALS - COGS 631,113.23
5020 - ROYALTIES 5,016.00
5100 - DIRECT LABOR - COGS 746,713.41
--------------
TOTAL COGS 2,481,170.38
--------------
GROSS PROFIT -1,191,748.47
EXPENSE
ADMINISTRATION
AMORTIZATION OF LOAN FEES 3,800.00
BANK SERVICE CHARGES 8,289.39
BUS INSURANCE - AUTO 3,988.71
BUS INSURANCE - FLOOD 1,174.86
BUS INSURANCE - GEN LIABILITY 41,307.06
BUS INSURANCE - WORKER'S COMP 22,388.28
BUSINESS LICENSE & FEES 1,191.47
DUES AND SUBSCRIPTIONS 101.00
EMPLOYEE BENEFITS 2,481.61
EMPLOYEE MEDICAL INSURANCE 2,621.91
EMPLOYEE TESTING SAFETY/MEDICAL 1,963.00
LICENSES AND PERMITS -143.00
MAINT & REPAIRS - OFFICE EQUIP 1,411.40
MISCELLANEOUS 2,424.45
OFFICE FURNITURE 684.91
OFFICE SUPPLIES 7,295.83
OPER LEASE - OFFICE EQUIPMENT 2,088.49
PAYROLL MISCELLANEOUS 4,350.00
PAYROLL TAXES - FUTA 3,788.60
PAYROLL TAXES - MEDICARE 14,411.00
PAYROLL TAXES - MO UNEMPLOYMENT 16,767.44
PAYROLL TAXES - SOCIAL SECURITY 61,619.52
PAYROLL TAXES FROM PAYCHEX 0.00
PENALTIES AND MISC LATE CHGS 1,563.43
PERSONAL PROP TAX - M&E 197,187.85
POSTAGE AND SHIPPING 2,657.46
PROF SVCS - ACCOUNTING 7,110.00
PROF SVCS - ALARM SVC 797.50
PROF SVCS - LEGAL 96.25
PROF SVCS - OTHER 10,138.76
PROF SVCS - PAYROLL 1,519.24
REAL ESTATE TAX 16,909.34
TELEPHONE & FAX 5,587.50
TRAVEL - BUSINESS MEALS 1,472.98
TRAVEL - LODGING 526.89
TRAVEL - PERSONAL CAR 647.49
TRAVEL - MEALS & ENTERTAINMENT 781.90
WAGES - CLERICAL 23,359.39
WAGES - HRLY FROM PAYCHEX 189.57
WAGES - OT CLERICAL 162.00
WAGES - SALARY FROM PAYCHEX 0.00
--------------
TOTAL ADMINISTRATION 474,713.48
BUILDING OCCUPANCY
CLEANING SUPPLIES 160.46
DEPRECIATION EXP - REAL ESTATE 847.00
JANITORIAL SERVICES 1,248.00
LAWN MAINTENANCE 4,362.47
MAINT & REPAIR - BUILDING 2,922.82
MAINT & REPAIR - M&E 1,315.58
OUTSIDER SERVICES - OTHER 1,264.78
RENT EXPENSE TO R XXXXXXXXX 66,000.00
SECURITY SERVICES 1,282.00
UTILITIES - ELECTRIC 30,669.97
UTILITIES - TRASH 4,761.60
UTILITIES - WATER/SEWER 436.44
--------------
TOTAL BUILDING OCCUPANCY 115,271.12
MANUFACTURING - LAMINATION
MAINT & REPAIR - M&E 1,781.39
OPER LEASE - M&E 11,063.43
SHOP SUPPLIES 2,240.00
WAGES - DIRECT LABOR 0.00
WAGES - OT LAMINATION 0.00
WAGES - SUPERVISION 0.00
--------------
TOTAL MANUFACTURING - LAMINATION 15,084.82
MANUFACTURING - RIGGING
MAINT & REPAIR - M&E 658.22
SHOP SUPPLIES 1,161.52
TRAVEL - LODGING 656.05
WAGES - DIRECT LABOR 0.00
WAGES - OT RIGGING 0.00
WAGES - SUPERVISION 0.00
--------------
TOTAL MANUFACTURING - RIGGING 2,475.79
MANUFACTURING - TOUCHUP
EMPLOYEE MEDICAL INSURANCE 3,216.33
WAGES - DIRECT LABOR 0.00
WAGES - OT TOUCH-UP 0.00
--------------
TOTAL MANUFACTURING - TOUCHUP 3,216.33
MANUFACTURING - UPHOLSTERY
SALARY - UPHOLSTERY SPV 0.00
--------------
TOTAL MANUFACTURING - UPHOLSTERY 0.00
MANUFACTURING OVERHEAD
DEPRECIATION EXP - M&E 7,100.00
DEPRECIATION EXP - MOLDS 76,529.32
EMPLOYEE MEDICAL INSURANCE 13,364.48
EQUIPMENT RENTAL 15,090.77
FORKLIFT PROPANE 400.05
M & R - EQUIPMENT 9,493.55
M&E - LOW DOLLAR 1,654.25
OPER LEASE - M&E 1,493.07
OUTSIDE SERVICE - WATER COOLER 55.62
OUTSIDE SERVICES - JANITORIAL 3,542.00
OUTSIDE SERVICES - OTHER 9,960.68
SAFETY SUPPLIES 305.61
SHOP SUPPLIES 30,195.73
TRAVEL - AIRFARE 2,766.20
TRAVEL - BUSINESS MEALS 958.36
TRAVEL - LODGING 4,474.21
TRAVEL - MEALS & ENTERTAINMENT 254.05
TRAVEL - PERSONAL CAR 1,204.05
TRAVEL - RENTAL CAR 1,187.01
VEHICLE GASOLINE 4,697.13
VEHICLE REGISTRATION & LICENSE 190.23
VEHICLE REPAIRS & MAINTENANCE 1,006.35
XXXXX - XXXXXXXXX IND LBR 2,631.26
WAGES - DIRECT LABOR 0.00
WAGES - INDIRECT LABOR 54,855.10
WAGES - OT MFG OVERHEAD 3,303.75
WAGES - SUPERVISION 55,962.47
WARRANTY REPAIR EXPENSE 50.00
--------------
TOTAL MANUFACTURING OVERHEAD 302,725.30
PURCHASING
DUES & SUBSCRIPTIONS 30.00
WAGES - BUYER 10,491.50
WAGES - OT PURCHASING 1,675.89
TOTAL PURCHASING 12,197.39
R&D - RACING
EMPLOYEE MEDICAL INSURANCE 966.26
WAGES - RACING/R&D 1,692.31
--------------
TOTAL R&D - RACING 2,658.57
SALES AND MARKETING
ADVERTISING EXPENSES 18,009.74
BOAT DESIGN 473.87
BOAT TESTING & DEMOS 3,709.43
CONFERENCES & SEMINARS 769.71
CUSTOMER POLICY ADJUSTMENT 14,070.17
CUSTOMER WARRANTY EXPENSE 9,979.84
DUES & SUBSCRIPTIONS 1,433.13
EMPLOYEE MEDICAL INSURANCE 3,672.04
EXECUTIVE LIFE INSURANCE 5,636.73
POSTAGE & SHIPPING 1,676.32
PRINTING AND REPRODUCTION 1,578.62
TRAVEL - AIRFARE 5,010.28
TRAVEL - BUSINESS MEALS 1,051.43
TRAVEL - LODGING 2,444.40
TRAVEL - MEALS & ENTERTAINMENT 3,076.44
TRAVEL - PERSONAL CAR 1,603.79
TRAVEL - RENTAL CAR 1,151.55
WAGES - SALESMAN & DESIGN 117,346.05
WEBSITE DEVELOPMENT/MAINT 5,574.50
--------------
TOTAL SALES AND MARKETING 198,268.04
--------------
6999 - UNCATEGORIZED EXPENSES 0.00
TOTAL EXPENSE 1,126,610.84
--------------
NET ORDINARY INCOME -2,318,359.31
OTHER INCOME/EXPENSE
OTHER INCOME
7000 - OTHER INCOME 172.12
--------------
TOTAL OTHER INCOME 172.12
OTHER EXPENSE
INTEREST EXPENSE - CREDIT CARDS 22,465.87
INTEREST EXPENSE - SUN SECURITY
INTEREST EXP - BLDG & LAND 61,723.27
INTEREST EXP - MOLD LOAN 43,923.08
INTEREST EXP - WIP LOANS 50,406.09
INTEREST EXP - WRAP UP LOAN 27,968.82
--------------
TOTAL INTEREST EXPENSE - SUN SECURITY 184,021.26
6900 - INTEREST EXPENSE 27,853.42
8000 - OTHER EXPENSES 0.00
--------------
TOTAL OTHER EXPENSE 234,340.55
--------------
NET OTHER INCOME -234,168.43
--------------
NET INCOME -2,552,527.74
==============
SHAREHOLDER . . . ADDRESS CITY, STATE, ZIP SHARES
----------------- ----------------- ------------------------ ------
Xxxxxx XxXxxxxxx
-----------------
Xxxxxxx XxXxxxxxx
-----------------
0000 Xxxxxxx Xxx. Xxxxxx, XX 00000
----------------- ------------------------
40 Bretagne Xxxxxxx Xxxxx, XX 00000
----------------- ------------------------
Total
------------------------
February _____, 2006
