EXCHANGE AGREEMENT
THIS EXCHANGE AGREEMENT (this "Agreement") is made this 17th day of
December 2004, by and among ALTRIMEGA HEALTH CORPORATION, INC., a Nevada
corporation ("Altrimega"); TOP GUN SPORTS & ENTERTAINMENT, INC., a Nevada
corporation ("TOP GUN"); and the persons listed in Exhibit A-1 hereof who are
the owners of record of all ownership interest of TOP GUN who execute and
deliver the Agreement ("TOP GUN Stockholders"), based on the following:
Recitals
Altrimega wishes to acquire all the ownership interest stock of TOP GUN in
exchange for the common stock of Altrimega in a transaction intended to qualify
as a tax-free exchange pursuant to section 368(a)(1)(B) of the Internal Revenue
Code of 1986, as amended. The parties intend for this Agreement to represent the
terms and conditions of such tax-free reorganization, which Agreement the
parties hereby adopt.
Agreement
Based on the stated premises, which are incorporated herein by reference,
and for and in consideration of the mutual covenants and agreements hereinafter
set forth, the mutual benefits to the parties to be derived here from, and other
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, it is hereby agreed as follows:
ARTICLE I
EXCHANGE OF STOCK
1.01 Exchange of Interests. On the terms and subject to the conditions set
forth in this Agreement, on the Closing Date (as defined in Section 1.05
hereof), the TOP GUN Stockholders shall assign, transfer, and deliver to
Altrimega, free and clear of all liens, pledges, encumbrances, charges,
restrictions, or claims of any kind, nature, or description, all of their
respective ownership interest in TOP GUN (the "TOP GUN Shares") owned by the TOP
GUN Stockholders which interests shall represent one hundred percent (100%) of
the ownership interest in TOP GUN, and Altrimega agrees to acquire such
ownership interests on such date by issuing and delivering in exchange therefore
an aggregate of fifteen million seven hundred fifty thousand (15,750,000)
restricted shares of Altrimega common stock, par value $0.001 per share, (the
"Altrimega Common Stock"). The Altrimega Common Stock shall be issued pro rata
based on the percentage of ownership interest held and as set forth opposite the
TOP GUN Stockholder's respective names in Exhibit A-1. The shares are to be
issued and held in escrow to be delivered at Closing. The Altrimega Common Stock
is represented as shares post-split taking into account Altrimega's proposed
1-for-1000 reverse split that would be completed prior to Closing.
1.02 Delivery of Certificates by TOP GUN Stockholders. The transfer of TOP
GUN Shares by the TOP GUN Stockholders shall be effected by the delivery to
Altrimega at the Closing (as set forth in Section 1.05 hereof) of certificates
representing the TOP GUN Shares endorsed in blank or accompanied by stock powers
executed in blank, with all signatures medallion guaranteed.
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1.03 Operation as Wholly-Owned Subsidiary. After giving effect to the
transaction contemplated hereby, Altrimega will own one hundred percent (100%)
of the ownership interest of TOP GUN and TOP GUN will be a wholly-owned
subsidiary of Altrimega operating under the name TOP GUN SPORTS & ENTERTAINMENT,
INC., or such other name as Altrimega may determine.
1.04 Resignation and Appointment of Directors. At Closing, the officers
and directors of Altrimega will submit their resignations and a new slate of
officers and directors will be appointed by the principals of TOP GUN, (the "New
Management"). All necessary minutes, corporate resolutions and State of Nevada
forms will be provided at Closing signed by the appropriate representatives of
both parties.
1.05 Sale of Assets. At Closing, the New Management will sign an Asset
Sale Agreement, whereby all of the assets related to the Sea Garden development
project, including Altrimega's operating subsidiary, Sea Garden, LLC will be
sold to Xxxx Xxxxx or his assigns for the purchase price equal to the
liabilities recorded on the Altrimega balance sheet relating to the Sea Garden
assets. These specific assets and liabilities as of September 30, 2004 are set
forth in Exhibit A-2 of this Agreement. The balances are subject to change as
loans are paid and sales are made in the on-going operations of the Sea Garden
project and the final balances will be set as of the Closing date.
1.06 Conversion of Debt. Upon completion of Altrimega's Information
Statement filing and subsequent shareholder meeting to approve the 1-for-1000
reverse stock split; Altrimega will execute a conversion of debt on its balance
sheet to stock. This conversion must take place prior to Closing. At Closing,
there will remain no assets and no more than $10,000 in liabilities on the
Altrimega balance sheet.
1.07 Closing and Parties. The Closing contemplated hereby shall be held at
a mutually agreed upon time and place on or before January 31, 2005, or on
another date to be agreed to in writing by the parties (the "Closing Date"). The
Agreement may be closed at any time following approval by a majority of the
board of directors of Altrimega and a majority of the stockholders of TOP GUN to
approve the share exchange and the approval by a majority of Altrimega
shareholders to effect a 1-for-1000 stock split and amend the articles of
incorporation to change the name of the corporation to TOP GUN SPORTS &
ENTERTAINMENT, INC. The Closing may be accomplished by wire, express mail,
overnight courier, conference telephone call or as otherwise agreed to by the
respective parties or their duly authorized representatives.
1.08 Closing Events.
(a) Altrimega Deliveries. Subject to fulfillment or waiver of the
conditions set forth in Article IV, Altrimega shall deliver to TOP GUN at
Closing all the following:
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(i) Copies of the resolutions of Altrimega's board of directors'
minutes or consents authorizing the execution and performance
of this Agreement and the contemplated transactions;
(ii) Certificates for 15,750,000 shares of Altrimega Common Stock
in the names of the TOP GUN Stockholders or their respective
designees and in the amounts set forth in Exhibit A-1.
In addition to the above deliveries, Altrimega shall take all steps and actions
as TOP GUN and the TOP GUN Stockholders may reasonably request or as may
otherwise be reasonably necessary to consummate the transactions contemplated
hereby.
(b) TOP GUN Deliveries. Subject to fulfillment or waiver of the conditions
set forth in Article V, TOP GUN and/or the TOP GUN Stockholder's shall deliver
to Altrimega at Closing all the following:
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(i) Copies of resolutions of the board of directors and of the
stockholders of TOP GUN authorizing the execution and
performance of this Agreement and the contemplated
transactions; and
(ii) The certificates representing the TOP GUN Shares endorsed in
blank or accompanied by stock powers executed in blank, with
all signatures medallion guaranteed.
(iii) A minimum of $750,000 in cash from subscriptions to a private
placement. Such cash shall be delivered to Altrimega at
Closing.
(iv) Minutes and Corporate Resolutions appointing new officers and
directors of Altrimega.
(v) Executed Asset Sale Agreement.
In addition to the above deliveries, TOP GUN shall take all steps and actions as
Altrimega may reasonably request or as may otherwise be reasonably necessary to
consummate the transactions contemplated hereby.
1.09. Termination. This Agreement may be terminated by the board of
directors of either Altrimega or TOP GUN at any time prior to the Closing Date
if:
(a) There shall be any actual or threatened action or proceeding before
any court or any governmental body which shall seek to restrain, prohibit, or
invalidate the transactions contemplated by this Agreement and which, in the
reasonable judgment of such board of directors, made in good faith and based
upon the advice of its legal counsel, makes it inadvisable to proceed with the
transactions contemplated by this Agreement; or
(b) Any of the transactions contemplated hereby are disapproved by any
regulatory authority whose approval is required to consummate such transactions
or in the reasonable judgment of such board of directors, made in good faith and
based on the advice of counsel, there is substantial likelihood that any such
approval will not be obtained or will be obtained only on a condition or
conditions which would be unduly burdensome, making it inadvisable to proceed
with the exchange.
ARTICLE II
REPRESENTATIONS, COVENANTS, AND WARRANTIES OF ALTRIMEGA
As an inducement to, and to obtain the reliance of TOP GUN, Altrimega
represents and warrants as follows:
2.01 Organization. Altrimega is, and will be on the Closing Date, a
corporation duly organized, validly existing, and in good standing under the
laws of the State of Nevada and has the corporate power and is and will be duly
authorized, qualified, franchised, and licensed under all applicable laws,
regulations, ordinances, and orders of public authorities to own all of its
properties and assets and to carry on its business in all material respects as
it is now being conducted, and there are no other jurisdictions in which it is
not so qualified in which the character and location of the assets owned by it
or the nature of the material business transacted by it requires qualification,
except where failure to do so would not have a material adverse effect on its
business, operations, properties, assets or condition. The execution and
delivery of this Agreement does not, and the consummation of the transactions
contemplated by this Agreement in accordance with the terms hereof will not,
violate any provision of Altrimega's articles of incorporation or bylaws, or
other agreement to which it is a party or by which it is bound.
2.02 Approval of Agreement. Altrimega has full power, authority, and legal
right and has taken, or will take, all action required by law, its articles of
incorporation, bylaws, and otherwise to execute and deliver this Agreement and
to consummate the transactions herein contemplated. The board of directors of
Altrimega has authorized and approved the execution, delivery, and performance
of this Agreement and the transactions contemplated hereby; subject to
compliance with state and federal corporate and securities laws.
2.03 Capitalization. The authorized capitalization of Altrimega consists
of 50,000,000 shares of common stock, $0.001 par value, of which 49,140 shares
of common stock are issued and outstanding. The outstanding shares represent the
share outstanding post-split, considering a 1-for-1000 reverse split that will
be enacted prior to Closing. All issued and outstanding shares of Altrimega
Common Stock are legally issued, fully paid, and nonassessable and not issued in
violation of the preemptive or other right of any person. There are no dividends
or other amounts due or payable with respect to any of the shares of capital
stock of Altrimega.
2.04 Outstanding Warrants and Options. Altrimega has no existing warrants
or options, calls, or commitments of any nature relating to the authorized and
unissued Altrimega Common Stock.
2.05 Litigation and Proceedings. There are no material actions, suits, or
administrative or other proceedings pending or, to the knowledge of Altrimega,
threatened by or against Altrimega or adversely affecting Altrimega or its
properties, at law or in equity, before any court or other governmental agency
or instrumentality, domestic or foreign, or before any arbitrator of any kind.
Altrimega does not have any knowledge of any default on its part with respect to
any judgment, order, writ, injunction, decree, award, rule, or regulation of any
court, arbitrator, or governmental agency or instrumentality.
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2.06 No Conflict With Other Instruments. The execution of this Agreement
and the consummation of the transactions contemplated by this Agreement will not
result in the breach of any term or provision of, or constitute an event of
default under, any material indenture, mortgage, deed of trust, or other
material contract, agreement, or instrument to which Altrimega is a party or to
which any of its properties or operations are subject.
2.07 Altrimega Schedules. Altrimega has delivered to TOP GUN the following
schedules, which are collectively referred to as the "Altrimega Schedules" and
which consist of the following separate schedules dated as of the date of
execution of this Agreement:
(a) A schedule including copies of the articles of incorporation and
bylaws of Altrimega in effect as of the date of this Agreement;
(b) A schedule containing copies of resolutions adopted by the board of
directors of Altrimega approving this Agreement and the transactions herein
contemplated;
(c) A schedule setting forth any other information, together with any
required copies of documents, required to be disclosed in the Altrimega
Schedules by Sections 2.01 through 2.06.
Altrimega shall cause the Altrimega Schedules and the instruments delivered to
TOP GUN hereunder to be updated after the date hereof up to and including a
specified date not more than three business days prior to the Closing Date. Such
updated Altrimega Schedules shall be delivered prior to and as a condition
precedent to the obligation of TOP GUN to close.
ARTICLE III
REPRESENTATIONS, COVENANTS, AND WARRANTIES OF TOP GUN
As an inducement to, and to obtain the reliance of, Altrimega, TOP GUN
represents and warrants as follows:
3.01 Organization. TOP GUN is, and will be on the Closing Date, a
corporation duly organized, validly existing, and in good standing under the
laws of the state of Neveda and has the corporate power and is and will be duly
authorized, qualified, franchised, and licensed under all applicable laws,
regulations, ordinances, and orders of public authorities to own all of its
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properties and assets and to carry on its business in all material respects as
it is now being conducted, and there are no other jurisdictions in which it is
not so qualified in which the character and location of the assets owned by it
or the nature of the material business transacted by it requires qualification,
except where failure to do so would not have a material adverse effect on its
business, operations, properties, assets or condition of TOP GUN. The execution
and delivery of this Agreement does not, and the consummation of the
transactions contemplated by this Agreement in accordance with the terms hereof
will not, violate any provision of TOP GUN's articles of incorporation or
bylaws, or other material agreement to which it is a party or by which it is
bound.
3.02 Approval of Agreement. TOP GUN has full power, authority, and legal
right and has taken, or will take, all action required by law, its articles of
incorporation, bylaws, or otherwise to execute and deliver this Agreement and to
consummate the transactions herein contemplated. The board of directors of TOP
GUN have authorized and approved the execution, delivery, and performance of
this Agreement and the transactions contemplated hereby; subject to the approval
of the TOP GUN Stockholders.
3.03 Capitalization. The authorized capitalization of TOP GUN consists of
50,000,000 shares of capital stock, par value $0.001 of which as of the date
hereof 15,750,000 shares are issued and outstanding. All issued and outstanding
shares of TOP GUN are legally issued, fully paid, and nonassessable and not
issued in violation of the preemptive or other right of any person. There are no
dividends or other amounts due or payable with respect to any of the shares of
capital stock of TOP GUN.
3.04 Financial Statements.
(a) Included in Schedule 3.04 is the unaudited balance sheet of TOP GUN as
of September 30, 2004. Following the Closing, TOP GUN shall furnish audited
financial statements for the period from inception through September 30, 2004.
(b) The audited financial statements delivered pursuant to Section 3.04(a)
have been prepared in accordance with United States generally accepted
accounting principles consistently applied throughout the periods involved and,
when required to be audited, have been audited by a certified public accountants
licensed to practice in the United States and before the Securities and Exchange
Commission. The audited financial statements have been presented in accordance
with the requirements of Regulation S-X promulgated by the SEC regarding the
form and content of and requirements for financial statements to be filed with
the SEC. The financial statements of TOP GUN will present fairly, as of their
respective dates, the financial position of TOP GUN.
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3.05 Outstanding Warrants and Options. TOP GUN has no issued warrants or
options, calls, or commitments of any nature relating to the authorized and
unissued TOP GUN capital stock.
3.06 Title and Related Matters. Except as provided herein or disclosed in
the most recent TOP GUN balance sheet, TOP GUN has good and marketable title to
all of its properties, inventory, interests in properties, technology, whether
patented or un-patented, and assets, which are reflected in the most recent TOP
GUN balance sheet or acquired after that date (except properties, interests in
properties, and assets sold or otherwise disposed of since such date in the
ordinary course of business), free and clear of all mortgages, liens, pledges,
charges, or encumbrances, except (i) statutory liens or claims not yet
delinquent; and (ii) such imperfections of title and easements as do not, and
will not, materially detract from, or interfere with, the present or proposed
use of the properties subject thereto or affected thereby or otherwise
materially impair present business operations on such properties. To the best
knowledge of TOP GUN, its technology does not infringe on the copyright, patent,
trade secret, know-how, or other proprietary right of any other person or entity
and comprises all such rights necessary to permit the operation of the business
of TOP GUN as now being conducted or as contemplated.
3.07 Lease Agreements and Building Permits. Except as provided herein, TOP
GUN has the necessary lease agreements and building permits executed and
approved and in its possession in order to complete its business plan of
building and developing a multi purpose entertainment complex on Long Island
centered around a three-quarter mile oval speedway. These permits in hand shall
be made available for inspection to Altrimega prior to and as a condition to
Closing.
3.08 Litigation and Proceedings. There are no material actions, suits, or
proceedings pending or, to the knowledge of TOP GUN, threatened by or against
TOP GUN or adversely affecting TOP GUN, at law or in equity, before any court or
other governmental agency or instrumentality, domestic or foreign, or before any
arbitrator of any kind. TOP GUN does not have any knowledge of any default on
its part with respect to any judgment, order, writ, injunction, decree, award,
rule, or regulation of any court, arbitrator, or governmental agency or
instrumentality.
3.09 Material Contract Defaults. TOP GUN is not in default in any material
respect under the terms of any outstanding contract, agreement, lease, or other
commitment which is material to the business, operations, properties, assets, or
condition of TOP GUN, and there is no event of default or other event which,
with notice or lapse of time or both, would constitute a default in any material
respect under any such contract, agreement, lease, or other commitment in
respect of which TOP GUN has not taken adequate steps to prevent such a default
from occurring.
3.10 No Conflict With Other Instruments. The execution of this Agreement
and the consummation of the transactions contemplated by this Agreement will not
result in the breach of any term or provision of, or constitute an event of
default under, any material indenture, mortgage, deed of trust, or other
material contract, agreement, or instrument to which TOP GUN is a party or to
which any of its properties or operations are subject.
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3.11 Governmental Authorizations. TOP GUN has all licenses, franchises,
permits, and other governmental authorizations that are legally required to
enable it to conduct its business in all material respects as conducted on the
date of this Agreement. Except for compliance with applicable securities and
corporation laws, as hereinafter provided, no authorization, approval, consent,
or order of, or registration, declaration, or filing with, any court or other
governmental body is required in connection with the execution and delivery by
TOP GUN of this Agreement and the consummation by TOP GUN of the transactions
contemplated hereby.
3.12 Compliance With Laws and Regulations. TOP GUN has complied with all
applicable statutes and regulations of any national, provincial, state, or other
governmental entity or agency thereof, except to the extent that noncompliance
would not materially and adversely affect the business, operations, properties,
assets, or condition of TOP GUN or except to the extent that noncompliance would
not result in the occurrence of any material liability for TOP GUN.
3.13 TOP GUN Schedules. TOP GUN has delivered to Altrimega the following
schedules, which are collectively referred to as the "TOP GUN Schedules" and
which consist of the following separate schedules dated as of the date of
execution of this Agreement:
(a) A schedule including copies of the articles of incorporation and
bylaws of TOP GUN and all amendments thereto in effect as of the date of this
Agreement;
(b) A schedule containing copies of resolutions adopted by the board of
directors of TOP GUN approving this Agreement and the transactions herein
contemplated;
(c) A schedule setting forth the financial statements required pursuant
to Section 3.04 (a) hereof;
(d) A schedule of lease agreements and building permits as discussed in
Section 3.07
(e) A schedule setting forth any other information, together with any
required copies of documents, required to be disclosed in the TOP GUN Schedules
by Sections 3.01 through 3.12.
TOP GUN shall cause the TOP GUN Schedules and the instruments delivered to
Altrimega hereunder to be updated after the date hereof up to and including a
specified date not more than three business days prior to the Closing Date. Such
updated TOP GUN Schedules shall be delivered prior to and as a condition
precedent to the obligation of Altrimega to close.
ARTICLE IV
CONDITIONS PRECEDENT TO OBLIGATIONS OF TOP GUN
The obligations of TOP GUN under this Agreement are subject to the
satisfaction of Altrimega, at or before the Closing Date, of the following
conditions:
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4.01 Accuracy of Representations. The representations and warranties made
by Altrimega in this Agreement were true when made and shall be true at the
Closing Date with the same force and affect as if such representations and
warranties were made at and as of the Closing Date (except for changes therein
permitted by this Agreement), and Altrimega shall have performed or complied
with all covenants and conditions required by this Agreement to be performed or
complied with by Altrimega prior to or at the Closing.
4.02 No Material Adverse Change. Prior to the Closing Date, there shall
not have occurred any material adverse change in the financial condition,
business, or operations of Altrimega, nor shall any event have occurred which,
with the lapse of time or the giving of notice, may cause or create any material
adverse change in the financial condition, business, or operations of Altrimega.
4.03 Other Items. TOP GUN shall have received such further documents,
certificates, or instruments relating to the transactions contemplated hereby as
TOP GUN may reasonably request.
ARTICLE V
CONDITIONS PRECEDENT TO OBLIGATIONS OF ALTRIMEGA
The obligations of Altrimega under this Agreement are subject to the
satisfaction of TOP GUN, at or before the Closing Date, of the following
conditions:
5.01. Stockholder Approval. TOP GUN shall call and hold a meeting of its
stockholders, or obtain through a majority written consent of its stockholders,
whereby the stockholders of TOP GUN authorize and approve this Agreement and the
transactions contemplated hereby.
5.02 Accuracy of Representations. The representations and warranties made
by TOP GUN and the TOP GUN Stockholders in this Agreement were true when made
and shall be true at the Closing Date with the same force and affect as if such
representations and warranties were made at and as of the Closing Date (except
for changes therein permitted by this Agreement), and TOP GUN shall have
performed or complied with all covenants and conditions required by this
Agreement to be performed or complied with by TOP GUN prior to or at the
Closing.
5.03 No Material Adverse Change. Prior to the Closing Date, there shall
not have occurred any material adverse change in the financial condition,
business or operations of TOP GUN, nor shall any event have occurred which, with
the lapse of time or the giving of notice, may cause of create any material
adverse change in the financial condition, business, or operations of TOP GUN.
5.04 Other Items. Altrimega shall have received such further documents
certificates, or instruments relating to the transactions contemplated hereby as
Altrimega may reasonably request.
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ARTICLE VI
SPECIAL COVENANTS
6.01 New Board of Directors and Officers. Upon closing of the transactions
contemplated by this Agreement, the current board of directors and officers of
Altrimega shall resign and in their place nominees of TOP GUN shall be
appointed, subject to the approval of the suitability and qualifications of such
nominees.
6.02 The Acquisition of Altrimega Common Stock. Altrimega and TOP GUN
understand and agree that the consummation of this Agreement including the
issuance of the Altrimega Common Stock to TOP GUN Stockholders in exchange for
the TOP GUN Shares as contemplated hereby, constitutes the offer and sale of
securities under the Securities Act and applicable state statutes. Altrimega and
TOP GUN agree that such transactions shall be consummated in reliance on
exemptions from the registration and prospectus delivery requirements of such
statutes which depend, among other items, on the circumstances under which such
securities are acquired. The certificates representing the Altrimega Common
Stock shall be marked with the following legend:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND
ARE "RESTRICTED SECURITIES" WITHIN THE MEANING OF RULE 144 PROMULGATED
UNDER THE SECURITIES ACT. THE SECURITIES HAVE BEEN ACQUIRED FOR
INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED WITHOUT COMPLYING WITH
RULE 144 IN THE ABSENCE OF AN EFFECTIVE REGISTRATION OR OTHER
COMPLIANCE UNDER THE SECURITIES ACT.
In connection with the transaction contemplated by this Agreement, Altrimega and
TOP GUN shall each file, with the assistance of the other and their respective
legal counsel, such notices, applications, reports, or other instruments as may
be deemed by them to be necessary or appropriate in an effort to document
reliance on such exemptions, and the appropriate regulatory authority in the
states where the TOP GUN Stockholders reside unless an exemption requiring no
filing is available in such jurisdictions, all to the extent and in the manner
as may be deemed by such parties to be appropriate.
6.03 Securities Filings. Altrimega shall be responsible for the
preparation of any required filing with the Securities and Exchange Commission
and TOP GUN will be responsible for any and all filings in any jurisdiction
where its stockholders reside which would require a filing with a governmental
agency as a result of the transactions contemplated in this Agreement.
ARTICLE VII
MISCELLANEOUS
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The covenants set forth in this section shall survive the Closing Date and
the consummation of the transactions herein contemplated.
7.01 No Representation Regarding Tax Treatment. No representation or
warranty is being made by any party to any other regarding the treatment of this
transaction for national, provincial, federal or state income taxation. Each
party has relied exclusively on its own legal, accounting, and other tax adviser
regarding the treatment of this transaction for federal and state income taxes
and on no representation, warranty, or assurance from any other party or such
other party's legal, accounting, or other adviser.
7.02 Governing Law. This Agreement shall be governed by, enforced and
construed under and in accordance with the laws of the State of Nevada.
7.03 Notices. Any notices or other communications required or permitted
hereunder shall be sufficiently given if personally delivered, if sent by
facsimile or telecopy transmission or other electronic communication confirmed
by registered or certified mail, postage prepaid, or if sent by prepaid
overnight courier to the address of the respective parties or such other
addresses as shall be furnished in writing by any party in the manner for giving
notices, hereunder, and any such notice or communication shall be deemed to have
been given as of the date so delivered or sent by facsimile or telecopy
transmission or other electronic communication, or one day after the date so
sent by overnight courier.
7.04 Attorney's Fees. In the event that any party institutes any action or
suit to enforce this Agreement or to secure relief from any default hereunder or
breach hereof, the breaching party or parties shall reimburse the nonbreaching
party or parties for all costs, including reasonable attorneys' fees, incurred
in connection therewith and in enforcing or collecting any judgment rendered
therein.
7.05 Schedules; Knowledge. Whenever in any section of this Agreement
reference is made to information set forth in the schedules provided by
Altrimega or TOP GUN such reference is to information specifically set forth in
such schedules and clearly marked to identify the section of this Agreement to
which the information relates. Whenever any representation is made to the
"knowledge" of any party, it shall be deemed to be a representation that no
officer or director of such party, after reasonable investigation, has any
knowledge of such matters.
7.06 Entire Agreement. This Agreement represents the entire agreement
between the parties relating to the subject matter hereof. All previous
agreements between the parties, whether written or oral, have been merged into
this Agreement. This Agreement alone fully and completely expresses the
agreement of the parties relating to the subject matter hereof. There are no
other courses of dealing, understandings, agreements, representations, or
warranties, written or oral, except as set forth herein.
7.07 Survival; Termination. The representations, warranties, and covenants
of the respective parties shall survive the Closing Date and the consummation of
the transactions herein contemplated for a period of six months from the Closing
Date, unless otherwise provided herein.
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7.08 Counterparts. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original and all of which taken
together shall be but a single instrument.
7.09 Amendment or Waiver. Every right and remedy provided herein shall be
cumulative with every other right and remedy, whether conferred herein, at law,
or in equity, and such remedies may be enforced concurrently, and no waiver by
any party of the performance of any obligation by the other shall be construed
as a waiver of the same or any other default then, theretofore, or thereafter
occurring or existing. At any time prior to the Closing Date, this Agreement may
be amended by a writing signed by all parties hereto, with respect to any of the
terms contained herein, and any term or condition of this Agreement may be
waived or the time for performance thereof may be extended by a writing signed
by the party or parties for whose benefit the provision is intended.
7.10 Acceptance by Fax. This Agreement shall be accepted, effective and
binding, for all purposes, when the parties shall have signed and transmitted to
each other, by telecopier or otherwise, copies of the signature pages hereto.
IN WITNESS WHEREOF, the corporate parties hereto have caused this
Agreement to be executed by their respective officers, hereunto duly authorized,
as of the date first above written.
ALTRIMEGA HEALTH CORPORATION TOP GUN SPORTS &
ENTERTAINMENT, INC.
a Nevada corporation a Nevada corporation
By: By:
----------------------------- --------------------------------
Its Duly Authorized Officer Its Duly Authorized Officer
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Exhibit A-1
TOP GUN SPORTS & ENTERTAINMENT, INC.
List of Stockholders
TOP GUN ALTRIMEGA
NEVADA SHARES TO
SHAREHOLDER SHRS OWNED RECEIVE SIGNATURE
----------- ---------- ------- ---------
Xxxxx Xxxxxxx, III &
assigns 11,050,000 11,050,000 ___________
SEACOR 4,700,000 2,700,000 ___________
SEACOR (escrow) 2,000,000
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Exhibit A-2
ALTRIMEGA HEALTH CORPORATION
List of Assets & Liabilities Related to the Sea Garden, LLC Development Project
ALTRIMEGA HEALTH CORPORATION AND SUBSIDIARY
SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEET
(UNAUDITED)
ASSETS
ASSETS
September 30, 2004
----------
Current assets
Cash 44,640
Accounts receivable 539
Properties held for development or sale 1,500,577
Prepaid expenses 5,600
Total current assets 1,551,356
Other assets
Accounts receivable - related party 59,560
Deposits 35,000
Total other assets 94,560
Total assets 1,645,916
==========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Notes payable 1,539,788
Accounts payable - related parties 263,688
Accounts payable 227,975
Total current liabilities 2,031,451
----------
Total liabilities 2,031,451
Commitments and contingencies --
Minority interest (1,191)
ALTRIMEGA HEALTH CORPORATION AND SUBSIDIARY
ITEMS TO BE INCLUDED IN ASSET PURCHASE AGREEMENT
Cash $ 44,640
Accounts receivable
Properties held for development or sale 539
Prepaid expenses 1,500,57
5,600
-----------
Total current assets
1,551,356
Other assets
Accounts receivable - related party
Deposits 59,560
Total other assets 35,000
-----------
94,560
-----------
Total assets
$ 1,645,916
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Notes payable $ 1,539,788
Accounts payable - related parties 263,688
Accounts payable 227,975
-----------
Total current liabilities 2,031,451
Total liabilities
Commitments and contingencies
Minority interest (1,191)
