STOCK PURCHASE AGREEMENT
EXHIBIT
10.1
THIS
STOCK PURCHASE AGREEMENT
("Agreement") is entered into this 24th of July, 2008, by and among MAR
KED MINERAL EXPLORATION, INC., a
Nevada
corporation (hereinafter referred to as "Buyer"); and
XXXX X. XXXX,
AGENT
and
DOUBLE
EAGLE HOLDINGS, LTD. ,
hereinafter referred to as "Sellers"), being the sole shareholders
of
NORTH AMERICAN EXPLORATION, INC., a
Nevada
corporation (hereafter referred to as "Company").
WHEREAS,
Seller
is the owner of record and beneficially owns Eleven Thousand (11,000) shares
of
the issued and outstanding shares of Common Stock of the Company (“Shares");
and
WHEREAS,
Seller
desires to sell all of the Shares to Buyer, and Buyer desires to purchase the
Shares, upon the terms and conditions set forth herein;
NOW,
THEREFORE,
in
consideration of the mutual promises and covenants contained herein, and for
other good and valuable consideration, the receipt, adequacy and sufficiency
of
which are hereby acknowledged, and subject to the accuracy of the
representations and warranties of the parties, the parties hereto agree as
follows:
I.
SALE
AND PURCHASE OF THE SHARES
1.1 Sale
and Purchase.
Subject
to the terms and conditions hereof, at the Closing (as defined in paragraph
1.2
below), Sellers agrees to sell, assign, transfer, convey and deliver to Buyer,
and Buyer agrees to purchase from Sellers, the Shares which together constitute
100% of the issued and outstanding Shares of Common Stock of the Company,
attached hereto as Exhibit “A”.
1.2 Closing.
The
purchase shall be consummated at a closing ("Closing") to take place at 9:00
o'clock a.m., at the offices of Buyer's counsel on July 28, 2008 ("Closing
Date").
1.3 Purchase
Price.
The
aggregate purchase price ("Purchase Price") for the Shares shall be Twenty-One
Million (21,000,000) shares of Common Stock of the Buyer ("Buyer's Shares").
The
Purchase Price shall be paid at Closing, by issuance and delivery of Buyer's
Shares to Seller against receipt of certificates representing the Shares, duly
endorsed for transfer to Buyer.
1.4 Other
Agreements.
At the
Closing, the indicated parties shall execute and deliver the following
additional agreements in substantially the form attached hereto:
(a) Rescission
Agreement between Buyer and Maxore Minerals Corp. attached hereto
as
Exhibit “B”;
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(b)
Stock
certificates representing all of the Shares, duly endorsed to Buyer and
in
blank
or assignments separate from the certificates, transferring the Shares from
Seller to Buyer.
1.5 Basic
Agreements and Transactions Defined.
This
Agreement and other agreements listed in paragraph 1.4, are sometimes referred
to as the "Basic Agreement". The transactions contemplated by the Basic
Agreement are sometimes referred to as the "Transactions".
II.
REPRESENTATIONS
AND WARRANTIES
2.1 Representations
and Warranties of Sellers.
Sellers
represent and warrant to Buyer as follows:
(a) Title
to the Shares.
At
Closing, Sellers shall own of record and beneficially the number of the Shares
listed in Exhibit "A", of the Company, free and clear of all liens,
encumbrances, pledges, claims, options, charges and assessments of any nature
whatsoever, with full right and lawful authority to transfer the Shares to
Buyer. No person has any preemptive rights or rights of first refusal with
respect to any of the Shares. There exists no voting agreement, voting trust,
or
outstanding proxy with respect to any of the Shares. There are no outstanding
rights, options, warrants, calls, commitments, or any other agreements of any
character, whether oral or written, with respect to the Shares.
(b) Organization.
The
Company is a corporation duly incorporated, validly existing and in good
standing under the laws of the state of Nevada. The Company has all requisite
corporate power and authority to own, lease and operate its properties and
to
carry on its business. The Company is duly qualified and in good standing as
a
foreign corporation in each jurisdiction where its ownership of property or
operation of its business requires qualification.
(c) Authorized
Capitalization.
The
authorized capitalization of the Company consists of One Million (1,000,000)
shares of Common Stock, par value $.01, of which Eleven Thousand (11,000) shares
have been issued and are outstanding. The Shares have been duly authorized,
validly issued, are fully paid and nonassessable with no personal liability
attaching to the ownership thereof and were offered, issued, sold and delivered
by the Company in compliance with all applicable state and federal laws. The
Company does not have any outstanding rights, options, warrants, calls,
commitments, conversion or any other agreements of any character, whether oral
or written, obligating it to issue any shares of its capital stock, whether
authorized or not. The Company is not a party to and are not bound by any
agreement, contract, arrangement or understanding, whether oral or written,
giving any person or entity any interest in, or any right to share, participate
in or receive any portion of, the Company's income, profits or assets, or
obligating the Company to distribute any portion of its income, profits or
assets.
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(d) Authority.
Sellers
have full power and lawful authority to execute and deliver the Basic Agreements
and to consummate and perform the Transactions contemplated thereby. The Basic
Agreements constitute (or shall, upon execution, constitute) valid and legally
binding obligations upon Sellers, enforceable in accordance with their terms.
Neither the execution and delivery of the Basic Agreements by Sellers, nor
the
consummation and performance of the Transactions contemplated thereby, conflicts
with, requires the consent, waiver or approval of, results in a breach of or
default under, or gives to others any interest or right of termination,
cancellation or acceleration in or with respect to, any agreement by which
Sellers or the Company is a party or by which Sellesr or the Company or any
of
their respective properties or assets are bound or affected.
(e) Company
Financial Statements.
The
Company Financial Statements are complete, were prepared in accordance with
generally accepted accounting principles applied on a basis consistent with
prior periods and fairly present the financial position of the Company as of
April 30, 2008.
(f) Liabilities.
Except
as set forth in the financial statements, Sellers are not aware of any
liabilities for which the Company is liable or will become liable in the
future.
(g) Taxes.
The
Company has filed all federal, state, local tax and other returns and reports
which were required to be filed with respect to all taxes, levies, imposts,
duties, licenses and registration fees, charges or withholdings of every nature
whatsoever ("Taxes"), and their exists a substantial basis in law and fact
for
all positions taken in such reports. No waivers of periods of limitation are
in
effect with respect to any taxes arising from and attributable to the ownership
of properties or operations of the business of the Company.
(h) Properties.
The
Company has good and marketable title to all its personal property, equipment,
processes, patents, copyrights, trademarks, franchises, licenses and other
properties and assets (except for items leased or licensed to the Company),
including all property reflected in the Company Financial Statements (except
for
assets reflected therein which have been sold in the normal course of its
business where the proceeds from such sale or other disposition have been
properly accounted for in the financial statements of the Company), in each
case
free and clear of all liens, claims and encumbrances of every kind and
character. The Company has no ownership interest in any real property. The
assets and properties owned, operated or leased by the Company and used in
its
business are in good operating condition, reasonable wear and tear excepted,
and
suitable for the uses for which intended.
(i) Books
and Records.
The
books and records of the Company are complete and correct in all material
respects, have been maintained in accordance with good business practices and
accurately reflect in all material respects the business, financial condition
and results of operations of the Company as set forth in the Company Financial
Statements.
(j) Compliance
with Laws.
The
Company is not in violation of any federal, state, local or other law,
ordinance, rule or regulation applicable to its business, and have not received
any actual or threatened complaint, citation or notice of violation or
investigation from any governmental authority.
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(k) Compliance
with Environmental Laws.
The
Company is in compliance with all applicable pollution control and environmental
laws, rules and regulations. The Company has no environmental licenses, permits
and other authorizations held by the Company relative to compliance with
environmental laws, rules and regulations.
(l) Validity.
All
contracts, agreements, leases and licenses to which the Company is a party
or by
which it or any of its properties or assets are bound or affected, are valid
and
in full force and effect; and no breach or default exists, or upon the giving
of
notice or lapse of time, or both, would exist, on the part of the Company or
by
any other party thereto.
(m) No
Adverse Changes.
Since
April 30, 2008, there have been no actual or threatened developments of a nature
that is materially adverse to or involves any materially adverse effect upon
the
business, financial condition, results of operations, assets, liabilities,
or
prospects of the Company.
(n) Fees.
All
negotiations relating to the Basic Agreements and the Transactions have been
conducted by the Seller in such a manner as not to give rise to any valid claim
for any finder's fees, brokerage commission, financial advisory fee or related
expense or other like payment for which the Company or Buyer are or may be
liable.
(o) Full
Disclosure.
All
statements of Seller contained in the Basic Agreements and in any other written
documents delivered by or on behalf of the Company or Seller to Buyer are true
and correct in all material respects and do not omit any material fact necessary
to make the statements contained therein not misleading in light of the
circumstances under which they were made. There are no facts known to Seller
which could have a materially adversely affect upon the business, financial
condition, results of operations, assets, liabilities, or prospects of the
Company, which have not been disclosed to Buyer in the Basic
Agreements.
2.2 Representations
and Warranties of Buyer.
Buyer
represents and warrants to Seller as follows:
(a) Organization.
Buyer is
a corporation duly incorporated, validly existing and in good standing under
the
laws of the state of Nevada. Buyer has all requisite corporate power and
authority to own, lease and operate its properties and to carry on its business.
Buyer is duly qualified and in good standing as a foreign corporation in each
jurisdiction where its ownership of property or operation of its business
requires qualification.
(b) Authority.
Buyer
has full power and lawful authority to execute and deliver the Basic Agreements
and to consummate and perform the Transactions contemplated thereby. The Basic
Agreements constitute (or shall, upon execution, constitute) valid and legally
binding obligations upon Buyer, enforceable in accordance with their terms.
Neither the execution and delivery of the Basic Agreements by Buyer, nor the
consummation and performance of the Transactions contemplated thereby, conflicts
with, requires the consent, waiver or approval of, results in a breach of or
default under, or gives to others any interest or right of termination,
cancellation or acceleration in or with respect to, any agreement by which
Buyer
is a party or by which Buyer or any of its properties or assets are bound or
affected.
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(c)
Authorized
Capitalization.
The
authorized capitalization of Buyer consists One Hundred Million (100,000,000)
shares of Common Stock, par value $.001, of which Eight Million Eight Hundred
Fifty Thousand (8,850,000) shares have been issued and will be outstanding
at
Closing. The outstanding shares have been duly authorized, validly issued and
are fully paid and non-assessable with no personal liability attaching to the
ownership thereof and were offered, issued, sold and delivered by the Buyer
in
compliance with all applicable state and federal laws. Buyer does not have
any
outstanding rights, options, warrants, calls, commitments, conversion or any
other agreements of any character, whether oral or written, obligating it to
issue any shares of its capital stock, whether authorized or not. Buyer is
not
party to, and is not bound by any agreement, contract, arrangement or
understanding, whether oral or written, giving any person or entity any interest
in, or any right to share, participate in or receive any portion of, Buyer’s
income, profits or assets, or obligating Buyer to distribute any portion o
fits
income, profits or assets.
(d)
Investment
Intent.
Buyer is
acquiring the Shares for its own account, for investment purposes only, and
not
with a view to the sale or distribution of any part thereof, and Buyer has
no
present intention of selling, granting participation in, or otherwise
distributing the same. Buyer understands the specific risks related to an
investment in the Shares, especially as it relates to the financial performance
of the Company.
(e)
Authority.
Buyer
has full corporate and other power and lawful authority to execute and deliver
the Basic Agreements and to consummate and perform the transactions contemplated
thereby. The Basic Agreements constitute (or shall constitute) valid and legally
binding obligations upon Buyer, enforceable in accordance with their terms.
Neither the execution and delivery of the Basic Agreements by Buyer nor the
consummation and performance of the Transactions contemplated thereby, conflicts
with, requires the consent, waiver or approval of, results in a breach of or
default under, or gives any others any interests or right of termination,
cancellation or acceleration in or with respect to, any agreement by which
Buyer
is a party or by which Buyer or any of its properties or assets are bound or
affected.
(f)
Buyer
Financial Statements.
The
Buyer’s financial statements are complete, were prepared in accordance with
Generally Accepted Accounting Principles applied on a basis consistent with
prior periods and fairly present the financial position of the Buyer as of
June
30, 2008.
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(g)
Contingent
Liabilities.
There
are no contracts or commitments or other liabilities of any kind or nature
under
or for which Buyer is liable as of the Closing other than its obligations under
the Basic Agreements. There are no actions or suits or regulatory or
governmental proceedings pending, or to Buyer’s knowledge threatened, against
Buyer.
(h)
Taxes.
Buyer
has filed all federal, state, local tax and other returns and reports which
were
required to be filed with respect to all taxes, levies, imposts, duties,
licenses and registration fees, charges or other withholdings of every nature
whatsoever (“Taxes”), and there exists a substantial basis in law and fact for
all positions taken in such returns and reports. Buyer has paid all taxes shown
to be due on such returns and reports. No waivers of periods of limitation
are
in effect with respect to any Taxes.
(i)
Compliance
with Laws.
The
Buyer is not in violation of any federal, state, local or other law, ordinance,
rule or regulation applicable to its business and has not received any actual
or
threatened complaint, citation or notice of violation or investigation from
any
governmental authority.
(j)
No
Adverse Change.
There
are no actual or threatened developments of a nature that is materially adverse
to or involves any materially adverse effect upon the business, financial
condition, results or operations, assets, liabilities or prospects of the
Buyer.
(k)
Fees.
All
negotiations relating to the Basic Agreements and the Transactions have been
conducted by the Buyer in such a manner as not to give rise to any valid claim
for any finder’s fees, brokerage commission, financial advisory fees or related
expense or other like payment for which the Buyer or Seller may be
liable.
(l)
Investment
Intent.
Buyer is
acquiring the Shares for its own account, for investment purposes only, and
not
with a view to the sale or distribution of any part thereof, and Buyer has
no
present intention of selling, granting participation in or otherwise
distributing the same. Buyer understands the specific risks related to an
investment in the Shares, especially as it relates to the financial performance
of the Company.
(m)
Full
Disclosure.
All
statement of Buyer contained in the Basic Agreements and in any other written
documents delivered by or on behalf of the Buyer to Seller are true and correct
in all material respects and do not omit any material fact necessary to make
the
statements contained therein not misleading in light of the circumstances under
which they were made. There are no facts known to Seller which could have a
materially adversely affect upon the business, financial condition, results
of
operations, assets, liabilities, or prospects of the Buyer, which have not
been
disclosed to Seller in the Basic Agreements.
(n)
Assets
and Liabilities.
At
Closing, Buyer will not have any liabilities outstanding and will have
$1,500,000 in cash.
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III.
COVENANTS
3.1 Covenants
of Sellers.
Sellers
covenants and agrees that from the date hereof to the Closing without the prior
written consent of Buyer:
(a) Ordinary
Course of Business.
Sellers
will operate the business of the Company only in the ordinary course and will
use their best efforts to preserve the Company's business, organization,
goodwill and relationships with persons having business dealings with
them.
(b) Maintain
Properties.
Sellers
will maintain all of the Company's properties in good working order, repair
and
condition (reasonable wear and use excepted) and cause the Company to take
all
steps reasonably necessary to maintain in full force and effect its patents,
trademarks, servicemarks, trade names, brand names, copyrights and other
intangible assets.
(c) No
Indebtedness.
Sellers
will not permit the Company to create, incur, assume, guarantee or otherwise
become liable with respect to any obligation for borrowed money, indebtedness,
capitalized lease or similar obligation, except in the ordinary course of
business consistent with past practices where the entire net proceeds thereof
are deposited with and used by and in connection with the business of the
Company.
(d) Maintain
Books.
Sellers
will cause the Company to maintain its books, accounts and records in the usual,
regular ordinary and sound business manner and in accordance with generally
accepted accounting principles applied on a basis consistent with past
practices.
(e) No
Amendments.
Seller
will not permit the Company to amend its corporate charter or bylaws (or similar
documents) without prior consent of Buyer and will cause the Company to maintain
their corporate existence, licenses, permits, powers and rights in full force
and effect.
(f) Taxes
and Accounting Matters.
Sellers
will cause the Company to file when due all federal, state and local tax returns
and reports which shall be accurate and complete, including but not limited
to
income, franchise, excise, ad valorem, and other taxes with respect to its
business and properties, and to pay as they become due all taxes or assessments,
except for taxes for which adequate reserves are established and which are
being
contested in good faith by appropriate proceedings. Seller will not permit
the
Company to change their accounting methods or practices or any depreciation,
amortization or inventory valuation policies or practices.
(g) No
Securities Issuances.
Sellers
will not permit the Company to issue any shares of any class of capital stock,
or enter into any contract, option, warrant or right calling for the issuance
of
any such shares of capital stock, or create or issue any securities convertible
into any securities of the Company except for the transactions contemplated
herein.
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(h) Due
Compliance.
Sellers
will cause the Company to comply with all laws, regulations, rules and
ordinances applicable to it and to the conduct of its business.
(i) Notice
of Change.
Sellers
will promptly advise Buyer in writing of any material adverse change, or the
occurrence of any event which involves any substantial possibility of a material
adverse change, in the business, financial condition, results of operations,
assets, liabilities or prospects of the Company.
(j) Consents.
Sellers
will use their, and will cause the Company to use its, best good faith efforts
to obtain the consent or approval of each person or entity whose consent or
approval is required for the consummation of the Transactions contemplated
hereby and to do all things necessary to consummate the Transactions
contemplated by the Basic Agreements.
IV.
CONDITIONS
PRECEDENT TO THE
OBLIGATIONS
OF BUYER TO CLOSE
The
obligation of Buyer to close the Transactions contemplated hereby is subject
to
the fulfillment by Seller prior to Closing of each of the following conditions,
which may be waived in whole or in part by Buyer:
4.1 Compliance
with Representations, Warranties and Covenants.
The
representations and warranties of Seller contained in this Agreement shall
have
been true and correct when made and shall be true and correct as of the Closing
with the same force and effect as if made at the Closing. Seller shall have
performed all agreements, covenants and conditions required to be performed
by
Seller prior to the Closing.
4.2 No
Adverse Change.
There
shall have been no event which has had or may have a material adverse effect
upon the business, financial condition, results of operation, assets,
liabilities or prospects of the Company.
4.3 No
Legal Proceedings.
No suit,
action or other legal or administrative proceeding before any court or other
governmental agency shall be pending or threatened seeking to enjoin the
consummation of the Transactions contemplated hereby.
4.4 Documents
to be Delivered by Seller.
Seller
shall have delivered the following documents:
(a) Stock
certificates representing all of the Shares, duly endorsed to Buyer and in
blank
or accompanied by duly executed stock powers.
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(b) A
copy of
(i) the Certificate of Incorporation of the Company, certified as correct by
the
Company; and (ii) the Bylaws of the Company certified as correct by the
Company;
(c) All
agreements referred to in paragraph 1.4 above, executed by all parties thereto
other than Buyer.
(d) Such
other documents or certificates as shall be reasonably required by Buyer or
its
counsel in order to close and consummate this Agreement.
V.
CONDITIONS
PRECEDENT TO THE
OBLIGATIONS
OF SELLER TO CLOSE
The
obligation of Seller to close the Transactions is subject to the fulfillment
prior to Closing of each of the following conditions, any of which may be waived
in whole or in part by Seller:
5.1 Compliance
with Representations, Warranties and Covenants.
The
representations and warranties made by Buyer in this Agreement shall have been
true and correct when made and shall be true and correct in all material
respects at the Closing with the same force and effect as if made at the
Closing, and Buyer shall have performed all agreements, covenants and conditions
required to be performed by Buyer prior to the Closing.
5.2 No
Legal Proceedings.
No suit,
action or other legal or administrative proceedings before any court or other
governmental agency shall be pending or threatened seeking to enjoin the
consummation of the Transactions contemplated hereby.
5.3 Other
Agreements.
All
parties other than Seller and the Company shall have executed and delivered
the
Basic Agreements.
5.4 Payments.
Seller
shall have received from Buyer, Buyer’s Shares to be issued at the Closing by
Buyer pursuant to all the Basic Agreements.
VI.
MODIFICATION,
WAIVERS, TERMINATION
AND
EXPENSES
6.1 Modification.
Buyer
and Seller may amend, modify or supplement this Agreement in any manner as
they
may mutually agree in writing.
6.2 Waivers.
Buyer
and Seller may in writing extend the time for or waive compliance by the other
with any of the covenants or conditions of the other contained
herein.
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6.3 Termination
and Abandonment.
This
Agreement may be terminated and the purchase of the Shares may be abandoned
before the Closing:
(a) By
the
mutual consent of Seller and Buyer;
(b) By
Buyer,
if the representations and warranties of Seller set forth herein shall not
be
accurate, or the conditions precedent set forth in Article V shall have not
have
been satisfied, in all material respects; or
(c) By
Seller, if the representations and warranties of Buyer set forth herein shall
not be accurate, or the conditions precedent set forth in Article V shall not
have been satisfied in all material respects.
Termination
shall be effective on the date of receipt of written notice specifying the
reasons therefor.
VII.
MISCELLANEOUS
7.1 Representations
and Warranties to Survive.
Unless
otherwise provided, all of the representations and warranties contained in
this
Agreement and in any certificate, exhibit or other document delivered pursuant
to this Agreement shall survive the Closing for a period of two (2) years.
No
investigation made by any party hereto or their representatives shall constitute
a waiver of any representation or warranty, and no such representation or
warranty shall be merged into the Closing.
7.2 Binding
Effect of the Basic Agreements.
The
Basic Agreements and the certificates and other instruments delivered by or
on
behalf of the parties pursuant thereto, constitute the entire agreement between
the parties. The terms and conditions of the Basic Agreements shall inure to
the
benefit of and be binding upon the respective heirs, legal representatives,
successor and assigns of the parties hereto. Nothing in the Basic Agreements,
expressed or implied, confers any rights or remedies upon any party other than
the parties hereto and their respective heirs, legal representatives and
assigns.
7.3 Applicable
Law.
The
Basic Agreements are made pursuant to, and will be construed under, the laws
of
the State of Nevada.
7.4 Notices.
All
notices, requests, demands and other communications hereunder shall be in
writing and will be deemed to have been duly given when delivered or mailed,
first class postage prepaid:
(a) If
to
Sellers, to:
Xxxx
X.
Xxxx
23
Cedar
Hill
Xxxxxxxxx,
XX 00000
Telephone:
(000) 000-0000
Fax:
(000) 000-0000
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(b) If
to
Buyer, to:
ATTN:
Xxxx Xxxxxx
00000
Xxxxxxxx Xxxx Xx.
Xxxxxx,
Xxxxx 00000
Telephone:
(000) 000-0000
Fax:
(000) 000-0000
These
addresses may be changed from time to time by written notice to the other
parties.
7.5 Headings.
The
headings contained in this Agreement are for reference only and will not affect
in any way the meaning or interpretation of this Agreement.
7.6 Counterparts.
This
Agreement may be executed in counterparts, each of which will be deemed an
original and all of which together will constitute one instrument.
7.7 Severability.
If any
one or more of the provisions of this Agreement shall, for any reason, be held
to be invalid, illegal or unenforceable under applicable law this Agreement
shall be construed as if such invalid, illegal or unenforceable provision had
never been contained herein. The remaining provisions of this Agreement shall
be
given effect to the maximum extent then permitted by law.
7.8 Forbearance;
Waiver.
Failure
to pursue any legal or equitable remedy or right available to a party shall
not
constitute a waiver of such right, nor shall any such forbearance, failure
or
actual waiver imply or constitute waiver of subsequent default or
breach.
7.9 Attorneys'
Fees and Expenses.
The
prevailing party in any legal proceeding based upon this Agreement shall be
entitled to reasonable attorneys' fees and expenses and court
costs.
7.10 Expenses.
Each
party shall pay all fees and expenses incurred by it incident to this Agreement
and in connection with the consummation of all transactions contemplated by
this
Agreement.
7.11 Integration.
This
Agreement and all documents and instruments executed pursuant hereto merge
and
integrate all prior agreements and representations respecting the Transactions,
whether written or oral, and constitute the sole agreement of the parties in
connection therewith. This Agreement has been negotiated by and submitted to
the
scrutiny of both Seller and Buyer and their counsel and shall be given a fair
and reasonable interpretation in accordance with the words hereof, without
consideration or weight being given to its having been drafted by either party
hereto or its counsel.
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[REMAINDER
OF PAGE LEFT INTENTIONALLY BLANK]
IN
WITNESS WHEREOF,
the
undersigned parties hereto have duly executed this Agreement on the date first
written above.
|
"BUYER"
By:________________________________
|
||
|
Xxxx
Xxxxxx, President
|
||
|
"COMPANY"
NORTH
AMERICAN EXPLORATION, INC.
By:________________________________
|
||
| Xxxx X. Xxxx, President | ||
|
"SELLER"
__________________________________
|
||
| Xxxx X. Xxxx, Agent | ||
|
DOUBLE
EAGLE HOLDINGS, LTD.
By:_______________________________
|
||
| M.E. (Xxxx) Durschlag, President |
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