EXHIBIT 99.1
STOCK EXCHANGE AGREEMENT BY AND BETWEEN AND SEVEN
ANGELS VENTURES, LLC AND NOVA COMMUNICATIONS
This Stock Exchange Agreement (the "Agreement") is dated as of October
20, 2003, by and among Seven Angels Ventures, LLC ("SAV") and Nova
Communications Ltd., a Nevada corporation ("Nova").
RECITALS
A. SAV operates a holding company. SAV is affiliated with Epic
Financial Corp.
B. Nova is a holding company that recently announced that it has
entered into a Letter of Intent to merge with PowerSki International, the
designer and manufacturer of the patented PowerSki Jetboard, the World's most
innovative watercraft.
C. SAV and Nova desire to exchange shares on the terms and conditions
set forth in this Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
ARTICLE ONE
1. STOCK EXCHANGE.
1.1 SHARES TO BE EXCHANGED. Subject to the terms and conditions in this
Agreement, at the Closing the companies will exchange approximately $100,000
worth of common stock.
1.2 PURCHASE PRICE OF INTEREST. As consideration for exchange of
shares, SAV shall deliver to Nova 133,000 (one hundred thirty-three thousand)
restricted shares of Epic Financial Corp. (EPFL) common stock in exchange for
3,300,000 (three million three hundred thousand) restricted shares of Nova
common stock. The parties acknowledge and agree that the number of Purchaser's
Shares delivered as the Purchase Price ("Purchase Price") is a fixed number of
shares and shall not be increased or decreased, even if the market price of
either Shares fluctuates before or after closing.
ARTICLE TWO
2. REPRESENTATIONS AND WARRANTIES. Each company hereby makes the
following representations and warranties to the other:
2.1 SAV ORGANIZATION. SAV is a limited liability company duly
organized, validly existing and in good standing under the laws of the State of
Delaware, duly authorized to carry on
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the business presently conducted by it, with its principal place of business at
000 Xxxxxxx Xxxxxx, Xxx Xxxxx, XX 00000.
2.2 NOVA ORGANIZATION. Nova is a corporation duly organized, validly
existing and in good standing under the laws of the State of Nevada, duly
authorized to carry on the business presently conducted by it, with its
principal place of business at 000 Xxxxxxx Xxxx., Xxxxxxxx. XX 00000.
2.2 AUTHORITY AND ENFORCEABILITY. Both companies have taken all
necessary corporate action on their parts as may be required to authorize the
execution, delivery and performance of this Agreement on their behalf. The
Companies have the capacity to enter into, execute, deliver and perform this
Agreement. This Agreement constitutes the valid and legally binding obligation
of each company, enforceable in accordance with the terms hereof, subject as to
enforceability to bankruptcy, insolvency, reorganization and other laws and
judicial decisions of general applicability relating to or affecting creditor's
rights and subject to th availability of equitability remedies and the
application of equitable principles.
2.3 NO BREACH OR VIOLATION. Neither the execution and delivery of this
Agreement, nor the consummation of the transactions contemplated hereby will
violate or conflict with (a) to either company's knowledge, any law to which
they are subject; (b) any provision of the Articles of Incorporation or Bylaws
of either company; or (c) any agreement, whether oral or written, to which
either company is a party.
2.10 COMPLIANCE WITH LAWS. The companies have complied with all
federal, state and local laws and regulations to which it is subject, and has
not received notice of any violation of any applicable federal, state or local
statute, law or regulation affecting their properties or operations.
2.12 FULL DISCLOSURE. None of the representations or warranties made in
this Article Three contains or will contain any untrue statement of a material
fact, or omits a statement of material fact necessary to make the statements
made not misleading.
3.4 INAPPLICABILITY OF XXXX-XXXXX-XXXXXX ACT. The Companies have
determined in good faith that the Purchase Price is less than Fifteen Million
Dollars ($15,000,000).
3.5 NO WARRANTY AS TO RESTRICTIONS ON PURCHASER'S SHARES. The companies
make no warranty, and offer no counsel or opinion with respect to the
suitability of the shares exchanged for immediate sale. The Purchaser's Shares
shall be restricted shares, and shall bear a legend to that effect.
3.6 144 FILING ON RESTRICTED SHARES. The companies agree to fully
cooperate with each other in a timely manner with their 144 filing of the
others' shares in allowing the shares (Purchase Price) to become freely
tradable, subject to applicable Securities Laws.
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ARTICLE FIVE
5. CONDITIONS TO CLOSING. The following conditions shall apply:
5.1 CONDITIONS TO CLOSING. The companies' obligations to exchange
shares are subject to satisfaction, or waiver of all the conditions set forth
below at or before the Closing.
(a) ACCURACY OF REPRESENTATION AND WARRANTIES. All
representations and warranties by the companies shall be true in all material
respects on and as of the Closing date as if they are made at that time.
(b) PERFORMANCE. The companies shall have performed,
satisfied, and complied in all material respects with all covenants, agreements,
and conditions required to be performed under this Agreement on or before the
Closing Date.
ARTICLE SIX
6. CLOSING.
6.1 TIME AND PLACE. The transfer of the Purchase Price shall take place
at the offices of SAV, 000 Xxxxxxx Xxx., Xxx Xxxxx, XX at 1 p.m. on October 21,
2003 or soon thereafter at such other time and place as the parties may agree in
writing (the "Closing Date"). The parties to this Agreement need not be
physically present at the Closing, but must be available by telephone during the
Closing.
6.2 DELIVERIES AT CLOSING. The following items shall be delivered at
the Closing ("Closing Deliveries"):
6.2.1 SAV. SAV shall deliver to Nova, or cause to be
delivered, an executed counterpart of this Agreement and
133,000 shares of common stock of Epic Financial Corp. in the
name of Nova Communications, Inc.
6.2.2 NOVA. Nova shall deliver to SAV, or cause to be
delivered, an executed counterpart of this Agreement and
3,300,000 shares of common stock in the name of Seven Angels
Ventures, LLC.
ARTICLE SEVEN
7. GENERAL PROVISIONS.
7.1 PUBLICITY. All notices to third parties and all other publicity
concerning the transactions contemplated by this Agreement shall be jointly
planned and coordinated by and among the parties. None of the parties shall
cause or authorize any such notice or publicity
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without the prior written approval of Epic Financial, Nova Communications, and
SAV.
7.2 BROKERS. The parties represent and warrant that there are no
brokers or finders known to them to be involved with this transaction.
7.3 EXPENSES. The parties shall independently bear their respective
costs and expenses incurred in the negotiations, evaluation and preparation of
this Agreement and in closing and carrying out the transactions contemplated by
this Agreement. Such expenses are not limited to professional fees, but shall
include all expenses of any kind.
7.4 HEADINGS. The subject headings of the sections, paragraphs and
subparagraphs of this Agreement are included for purposes of convenience only,
and shall not affect the construction or interpretation of any of its
provisions.
7.5 MODIFICATION AND WAIVER. This Agreement constitutes the entire
agreement between the parties pertaining to its subject matter and supersedes
all prior and contemporaneous agreements, representations, and understandings of
the parties. No supplement, modification, or amendment of this Agreement shall
be binding unless executed in writing by all the parties. No waiver of any of
the provisions of this Agreement shall be deemed, or shall constitute, a waiver
of any other provisions, whether or not similar, nor shall any waiver constitute
a continuing waiver. No waiver shall be binding unless executed in writing by
the party making the waiver.
7.6 COUNTERPARTS. This Agreement may be executed simultaneously in one
or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
7.7 VARIATION OF PRONOUNS. Whenever required by the context hereof, the
singular number shall include the plural, and vice versa; the masculine gender
shall include the feminine and neuter genders; and the neuter gender shall
include the masculine and feminine genders.
7.8 RIGHTS OF PARTIES. Nothing in this Agreement, whether expressed or
implied, is intended to confer any rights or remedies under or by reason of this
Agreement on any persons other than the parties to it and their respective
successors and permitted assigns. Nor is anything in this Agreement intended to
relieve or discharge the obligation or liability of any third persons to any
party to this Agreement, nor shall any provision give any third persons any
right of subrogation or action against any party to this Agreement.
7.9 BINDING EFFECT. This Agreement shall be binding upon and shall
inure to the benefit of the parties to this Agreement and their respective
successors and assigns.
7.10 SURVIVAL. The representations and warranties of the parties
contained in this Agreement and other writings provided for herein shall survive
consummation of the transactions contemplated hereby. Those covenants that
contemplate or may involve actions to be taken or
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obligations in effect after the date hereof shall survive in accordance with
their terms.
7.11 SEVERABILITY. In the event that any provision of this Agreement,
or the application of such provision to any person or set of circumstances,
shall be determined to be invalid, unlawful or unenforceable to any extent, the
remainder of this Agreement, and the applications of such provision to persons
or circumstances other than those as to which it is determined to be invalid,
unlawful or unenforceable, shall not be affected and shall continue to be
enforceable to the fullest extent permitted by law.
7.12 GOVERNING LAW. This Agreement shall be construed in accordance
with, and governed by the laws of the State of California, without regard to its
conflict of laws doctrine.
7.13 INTERPRETATION OF AGREEMENT. Any applicable rules of construction
to the effect that ambiguities are to be resolved against the drafting party
shall not be applied in connection with the construction or interpretation
hereof or thereof.
7.14 SPECIFIC PERFORMANCE. Each party's non-monetary obligations under
this Agreement are unique. If any party should default in any such obligation
under this Agreement, the parties each acknowledge that it would be extremely
impracticable to measure the resulting damages; accordingly, the nondefaulting
parties, in addition to any other available rights or remedies, may xxx in
equity for specific performance, and the parties each expressly waive the
defenses that a remedy in damages will be adequate.
7.15 COSTS. If any legal actions or any arbitration or other proceeding
is brought for the enforcement of this Agreement, or because of an alleged
dispute, breach, default, or misrepresentation in connection with any of the
provisions of this Agreement, the successful or prevailing party or parties
shall be entitled to recover reasonable attorneys' fees and other costs incurred
in that action or proceeding, in addition to any other relief to which it or
they may be entitled.
7.16 EXCLUSIVITY. The right of each party hereto to demand and receive
indemnification payments pursuant to Article Eight hereof and to specific
performance shall be the exclusive rights and remedies available to such party
with respect to any breach by any other party of any representations, warranty
or covenant set forth in the Agreement or in any document or instrument
delivered in connection herewith.
IN WITNESS WHEREOF, the parties to this Agreement have duly executed it
on this 20th day of October 2003.
Seven Angels Ventures:
/s/ XXXXXX XXXXXX, President
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Nova Communications Ltd.
/s/ XXXXXXX XXXX, President
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