EXHIBIT 2.1
MERGER AGREEMENT
This Merger Agreement ("Agreement") is entered into as of September 8, 2003 (the
"Execution Date"), by and among SinoFresh Corp., a Florida corporation
("SinoFresh"), SinoFresh Acquisition Corp., a Florida corporation ("SinoFresh
Corp."), SinoFresh HealthCare, Inc., a Delaware corporation ("HealthCare") and
Xxxxx Xxxxxx.
RECITALS
A. SinoFresh wishes to exchange with HealthCare, on the terms and conditions set
forth in this Agreement, 14,326,660 shares of SinoFresh.
B. Upon consummation of the Merger (defined in Section 1.1.1 below), HealthCare
shall merge with and into SinoFresh Corp., and SinoFresh Corp., shall be a
wholly-owned subsidiary of SinoFresh.
C. Together, the HealthCare Shareholders (defined in Section 1.1 below) are the
owners of the following amount of common and preferred stock of HealthCare,
which amount represents all issued and outstanding capital stock of HealthCare:
(i) 21,536,980 shares of common stock (the "HealthCare Common"); (ii) 1,716,339
shares of Series A preferred stock (the "HealthCare Series A"); (iii) 6,000,000
shares of Series B preferred stock (the "HealthCare Series B"); and (iv)
5,000,000 shares of Series C preferred stock (the "HealthCare Series C"). The
HealthCare Common, the HealthCare Series A, the HealthCare Series B and the
HealthCare Series C shall collectively be referred to herein as the "HealthCare
Shares".
D. The HealthCare Shareholders (defined in Section 1.1 below) desire to acquire
a total of 14,326,660 shares of stock of SinoFresh. Accordingly, at the
Effective Time (defined in Section 1.1.1 below), HealthCare shall merge with an
into SinoFresh Corp., and the HealthCare Shares issued and outstanding
immediately prior to the Effective Time shall cease to be outstanding and shall
be converted into and exchanged for: (i) 10,768,490 shares of common stock of
SinoFresh (the "SinoFresh Common"); (ii) 858,170 shares of Series A preferred
stock of SinoFresh (the "SinoFresh Series A"); (iii) 1,500,000 shares of Series
B preferred stock of SinoFresh (the "SinoFresh Series B"); and (iv) 1,218,711
shares of Series C preferred stock of SinoFresh (the "SinoFresh Series C"). The
SinoFresh Common, the SinoFresh Series A, the SinoFresh Series B and the
SinoFresh Series C shall collectively be referred to herein as the "SinoFresh
Shares".
E. In addition, the HealthCare Shareholders desire to acquire certain options
and warrants of SinoFresh. Accordingly, at the Effective Time (defined in
Section 1.1.1 below), HealthCare shall merge with an into SinoFresh Corp., and
the HealthCare Options and Warrants (defined in Section 1.1.1 below) outstanding
immediately prior to the Effective Time (defined in Section 1.1.1 below), shall
cease to be outstanding and shall be converted into and exchanged for: (i)
options to purchase 1,500,000 shares of the common stock of SinoFresh, (ii)
4
warrants to purchase 450,000 shares of common stock of SinoFresh, (iii) warrants
to purchase 1,350,000 shares of common stock of SinoFresh at $5.00 per share,
and (iv) warrants to purchase 100,000 shares of common stock of SinoFresh at
$7.00 per share. Options to purchase 1,500,000 shares of the common stock of
SinoFresh, warrants to purchase 450,000 shares of common stock of SinoFresh,
warrants to purchase 1,350,000 shares of common stock of SinoFresh at $5.00 per
share, and warrants to purchase 100,000 shares of common stock of SinoFresh at
$7.00 per share shall collectively be referred to herein as the "SinoFresh
Options and Warrants".
F. In connection with the Agreement, Xxxxx Xxxxxx shall tender 19,616,667 shares
of common stock of SinoFresh owned by her to SinoFresh's transfer agent with
instructions to cancel the 19,616,667 shares.
G. It is the intent of the parties that the Merger qualify as a corporate
reorganization under Section 368(a)(1)(B) of the Internal Revenue Code of 1986,
as amended (the "Code").
Accordingly, the parties agree as follows:
1. MERGER.
1.1 EXCHANGE FOR THE SINOFRESH SHARES. Subject to the terms and conditions of
this Agreement, prior to or simultaneously with the Closing (as defined in
Section 2.1 below), the HealthCare Shares owned by each HealthCare shareholder
shown on SCHEDULE 1 (each individually a "HealthCare Shareholder" and
collectively the "HealthCare Shareholders") shall be converted into and
exchanged for the SinoFresh Shares. At the Effective Time and upon the
effectiveness of the Merger (defined in Section 1.1.1 below), the HealthCare
Shareholders shall be deemed to the holder of record of the SinoFresh Shares,
and SinoFresh shall continue to be governed by the laws of the State of Florida.
1.1.1 EXCHANGE FOR THE SINOFRESH OPTIONS AND WARRANTS. Subject to the
terms and conditions of this Agreement, prior to or simultaneously with the
Closing (as defined in Section 2.1 below) the following options and warrants
shall be exchanged for the SinoFresh Options and Warrants: (i) options to
purchase 3,000,000 shares of the common stock of HealthCare (the "Option
Shares")1, (ii) warrants to purchase 900,000 shares of common stock of
HealthCare (the "A Warrants")2, (iii) warrants to purchase 1,350,000 shares of
common stock of HealthCare at $5.00 per share (the "Cancelable Warrants")3, and
(iv) warrants to purchase 100,000 shares of common stock of HealthCare at $7.00
per share (the "B Warrants")4. The options to purchase 3,000,000 shares of the
common stock of HealthCare, warrants to purchase 900,000 shares of common stock
of HealthCare, warrants to purchase 1,350,000 shares of common stock of
HealthCare at $5.00 per share, and warrants to purchase 100,000 shares of common
stock of HealthCare at $7.00 per share shall collectively be referred to herein
--------
1 Options of HealthCare shall be exchanged for options of SinoFresh on a 1 for 2
basis.
2 The A Warrants of HealthCare shall be exchanged for the A Warrants of
SinoFresh on a 1 for 2 basis.
3 The Cancelable Warrants of HealthCare shall be exchanged for the Cancelable
Warrants of SinoFresh on a 1 for 1 basis.
4 The B Warrants of HealthCare shall be exchanged for the B Warrants of
SinoFresh on a 1 for 1 basis.
5
as the "HealthCare Options and Warrants". The exchange of the SinoFresh Shares
for the HealthCare Shares and the SinoFresh Options and Warrants for the
HealthCare Options and Warrants shall be referred to herein as the "Merger".
1.2 ARTICLES OF MERGER. The Merger shall be effectuated at the Effective Time
pursuant to Articles of Merger ("Articles of Merger") filed in accordance with
applicable provisions of Florida and Delaware law. The Articles of Merger shall
be filed together with any other filings or recordings required by Florida and
Delaware law in connection with the Merger as soon as practicable after the
Closing (as defined below in Section 2.1). The term "Effective Time" as used in
this Agreement means the time at which the Merger becomes effective under the
laws of Florida.
1.3 MERGER. At the Effective Time, the HealthCare Shares and the HealthCare
Options and Warrants shall, by virtue of the Merger and without any action on
the part of the HealthCare Shareholders, automatically cease to be outstanding
and shall be converted into and exchanged for the SinoFresh Shares and SinoFresh
Options and Warrants. Each certificate evidencing ownership of the HealthCare
Shares outstanding immediately prior to the Effective Time and each agreement
representing ownership of the HealthCare Options and Warrants shall, immediately
after the Effective Time, be exchanged for a certificate or certificates
evidencing ownership of the applicable number of the SinoFresh Shares and an
agreement or agreements evidencing ownership of the applicable number of
SinoFresh Options and Warrants. At the Closing (as defined below in Section
2.1): (i) the HealthCare Common shall cease to be outstanding and shall be
converted into and exchanged for the SinoFresh Common5, (ii) the HealthCare
Series A shall cease to be outstanding and shall be converted into and exchanged
for the SinoFresh Series A6, (iii) the HealthCare Series B shall cease to be
outstanding and shall be converted into and exchanged for the SinoFresh Series
B7, (iv) the HealthCare Series C shall cease to be outstanding and shall be
converted into and exchanged for the SinoFresh Series C8, and (v) the HealthCare
Options and Warrants shall cease to be outstanding and shall be converted into
and exchanged for the SinoFresh Options and Warrants. The SinoFresh Shares and
SinoFresh Options and Warrants exchanged for the HealthCare Shares and
HealthCare Options and Warrants shall be referred to herein as the "Closing
Shares".
1.4 CANCELLATION OF CERTAIN SHARES OF SINOFRESH. At the Closing (as defined
below in Section 2.1), the certificate or certificates representing the
19,616,667 shares of common stock of SinoFresh owned by its majority
shareholder, Xxxxx Xxxxxx ("Xxxxxx'x Shares"), shall be tendered to SinoFresh.
At the Effective Time, SinoFresh shall cancel Xxxxxx'x Shares.
6
-----------------
5 The HealthCare Common and the SinoFresh Common shall be exchanged on a 1 for 2
basis.
6 The HealthCare Series A and the SinoFresh Series A shall be exchanged on a 1
for 2 basis.
7 The HealthCare Series B and the SinoFresh Series B shall be exchanged on a 1
for 4 basis.
8 The HealthCare Series C and the SinoFresh Series C shall be exchanged on a 1
for 4 basis.
1.5 NAME CHANGE. At the Effective Time, (i) HealthCare shall cease to exist by
virtue of its merging with and into SinoFresh Corp., (ii) the articles of
incorporation of SinoFresh Corp., shall be amended hereby such that the name of
SinoFresh Corp., shall become "SinoFresh Corporation", and (iii) the articles of
incorporation of SinoFresh shall be amended hereby such that name of SinoFresh
shall become "SinoFresh HealthCare, Inc." by amendment to its articles of
incorporation.9
2. CLOSING AND CLOSING DOCUMENTS.
2.1 DATE, TIME AND PLACE OF CLOSING. The Merger contemplated by this Agreement
shall take place at a closing (the "Closing") to be held at Law Offices of Xxxx
X. Xxxxxxx, P.A., 0000 X.X. 000xx Xxxxxx, Xxxxx, XX 00000, on a date and at a
time convenient to the parties. The date on which the Closing occurs is referred
to in this Agreement as the "Closing Date."
2.2 HEALTHCARE CLOSING DOCUMENTS. At the Closing, HealthCare shall deliver the
following documents to SinoFresh (collectively, the "HealthCare Closing
Documents"):
2.2.1 HEALTHCARE SHARE CERTIFICATES. Certificates representing all of
the HealthCare Shares;
2.2.2 OTHER DOCUMENTS AND INSTRUMENTS. Such other documents and
instruments as SinoFresh's counsel may deem to be necessary or advisable to
effect the transactions contemplated by this Agreement.
2.3 SINOFRESH CLOSING DOCUMENTS. At the Closing, SinoFresh shall deliver or
cause to be delivered to HealthCare the following documents (collectively, the
"SinoFresh Closing Documents"):
2.3.1 ARTICLES OF MERGER. The Articles of Merger to be filed with the
state of Florida, executed by SinoFresh;
2.3.2 SINOFRESH SHARE CERTIFICATES. Executed minutes of a special
meeting of the board of directors of SinoFresh authorizing the issuance of one
or more stock certificates in the name of each of the HealthCare Shareholders
representing such HealthCare Shareholder's ownership of the SinoFresh Shares;
2.3.3 WARRANT AND OPTION AGREEMENTS. The agreements, accompanied by
assignments, representing ownership of the SinoFresh Options and Warrants;
---------------
9 Although the name "SinoFresh HealthCare, Inc., is currently being used by the
Delaware entity referred to herein as HealthCare, by virtue of the Merger
HealthCare shall cease to exist and its name shall become available in the State
of Florida.
7
2.3.4 GOOD STANDING CERTIFICATE. A certificate issued by the Florida
Secretary of State indicating that SinoFresh is qualified and in good standing
within such jurisdiction;
2.3.5 SINOFRESH OFFICER'S CERTIFICATE. A certificate dated as of the
Closing Date executed by a duly authorized officer of SinoFresh certifying that
all necessary actions have been taken by SinoFresh's shareholders and directors
to authorize the transactions contemplated by this Agreement and that all
representations and warranties made by SinoFresh in this Agreement are complete
and correct in all material respects as of the Closing Date as if made on the
Closing Date;
2.3.6 CERTIFICATES REPRESENTING XXXXXX'X SHARES. Proof that one or more
stock certificates in the name of Xxxxx Xxxxxx representing the 20,000,000
shares owned by Xxxxx Xxxxxx have been delivered to the transfer agent for
SinoFresh with instructions to (i) cancel 19,616,667 shares, and (ii) forward
50,000 shares to Xxxx X. Xxxxxxx, Esq.;
2.3.7 RESOLUTIONS. Copies of signed resolutions of the board of
directors and the shareholders of SinoFresh approving the Merger with HealthCare
and the execution by SinoFresh of this Agreement;
2.3.8 APPRAISAL XXXXXX.Xx the event that shareholders of SinoFresh are
entitled to "appraisal rights"10 pursuant to the Florida Business Corporation
Act, copies of all written appraisal notices and forms sent by SinoFresh to the
shareholders of SinoFresh as required by Section 607.1322 of the Florida
Business Corporation Act;
2.3.9 LEGAL OPINION. A letter signed by Xxxx X. Xxxxxxx from the Law
Offices of Xxxx X. Xxxxxxx, P.A., 0000 X.X. 000xx Xxxxxx, Xxxxx, XX 00000,
pursuant to which a legal opinion is rendered regarding the total amount of
stock of SinoFresh that shall be "freely-tradable" subsequent to the Closing
Date by virtue of having been registered pursuant to the Securities Act of 1933
(the "Securities Act") and the total amount of stock of SinoFresh that shall be
"freely-tradable" subsequent to the Closing Date pursuant to an exemption from
the Securities Act; and
2.3.10 OTHER DOCUMENTS AND INSTRUMENTS. Such other documents and
instruments as HealthCare's counsel may deem to be necessary or advisable to
effect the transactions contemplated by this Agreement.
3. REPRESENTATIONS AND WARRANTIES OF HEALTHCARE.
HealthCare represents and warrants to SinoFresh that the statements contained in
this Section 3 are correct and complete as of the date of this Agreement.
------------------
10 "Appraisal rights" shall have the same meaning as that term is used in the
Florida Business Corporation Act.
8
3.1 ORGANIZATION OF HEALTHCARE. HealthCare is a corporation duly organized,
validly existing, and in good standing under the laws of the State of Delaware.
HealthCare has all the requisite power and authority to own, lease and operate
all of its properties and assets and to carry on its business as currently
conducted and as proposed to be conducted. HealthCare is duly licensed or
qualified to do business and is in good standing in each jurisdiction in which
the nature of the business conducted by it makes such licensing or qualification
necessary and where the failure to be so qualified would, individually or in the
aggregate, have a Material Adverse Effect upon it. As used in this Agreement,
the term "Material Adverse Effect" with respect to any party, shall mean any
change or effect that is reasonably likely to be materially adverse to the
business, operations, properties, condition (financial or otherwise), assets or
liabilities of such party and such party's subsidiaries taken as a whole.
3.2 AUTHORIZATION. Subject to the approval of its shareholders, HealthCare has
full power and authority (including full corporate power and authority) to
execute and deliver this Agreement and the HealthCare Closing Documents and to
perform its obligations hereunder and thereunder. This Agreement constitutes,
and the HealthCare Closing Documents will constitute, valid and legally binding
obligations of HealthCare, enforceable in accordance with their respective terms
and conditions.
3.3 NONCONTRAVENTION. Neither the execution and the delivery of this Agreement
or the HealthCare Closing Documents, nor the consummation of the transactions
contemplated hereby or thereby by HealthCare, will (i) violate any constitution,
statute, regulation, rule, injunction, judgment, order, decree, ruling, charge,
or other restriction of any government, governmental agency, or court to which
HealthCare is subject or any provision of its articles of incorporation or
bylaws, or (ii) conflict with, result in a breach of, constitute a default
under, result in the acceleration of, create in any party the right to
accelerate, terminate modify, or cancel, or require any notice under any
agreement, contract, lease, license, instrument, or other arrangement to which
HealthCare is a party or by which it is bound or to which any of its assets is
subject. HealthCare does not need to give any notice to, make any filing with,
or obtain any authorization, consent, or approval of any government or
governmental agency in order for the parties to consummate the transactions
contemplated by this Agreement.
3.4 DISCLOSURE. The representations and warranties contained in this Section 3
do not contain any untrue statement of a material fact or omit to state any
material fact necessary in order to make the statements and information
contained in this Section 3 not misleading.
3.5 CAPITALIZATION. The authorized capital stock of HealthCare consists of
50,000,000 shares of common stock, $.0001 par value, of which 21,536,980 shares
are issued and outstanding, and 20,000,000 shares of preferred stock, $.0001 par
value, of which (i) 1,716,339 shares of Series A preferred stock, (ii) 6,000,000
shares of Series B preferred stock, and (iii) 4,874,843 shares of Series C
preferred stock are issued and outstanding. All of the outstanding shares of
9
HealthCare stock (and options to purchase stock) and other outstanding
securities of HealthCare have been duly and validly issued.
3.6 TAX TREATMENT. As of the date of this Agreement, HealthCare has no reason to
believe that the Merger will not qualify as a "reorganization" within the
meaning of Section 368(a) of the Code.
4. REPRESENTATIONS AND WARRANTIES OF SINOFRESH AND THE WARRANTING SINOFRESH
SHAREHOLDER.
Xxxxx Xxxxxx (the "Warranting Shareholder"), and SinoFresh, jointly and
severally represent and warrant to HealthCare that the statements contained in
this Section 4 are correct and complete as of the date of this Agreement.
4.1 ORGANIZATION. SinoFresh is a corporation duly organized, validly existing,
and in good standing under the laws of the State of Florida. SinoFresh has all
the requisite power and authority to own, lease and operate all of its
properties and assets and to carry on its business as currently conducted and as
proposed to be conducted. SinoFresh is duly licensed or qualified to do business
and is in good standing in each jurisdiction in which the nature of the business
conducted by it makes such licensing or qualification necessary and where the
failure to be so qualified would, individually or in the aggregate, have a
Material Adverse Effect upon it.
4.2 AUTHORIZATION OF TRANSACTION. SinoFresh and the Warranting Shareholder have
full power and authority to execute and deliver this Agreement and the SinoFresh
Closing Documents to which any SinoFresh shareholder is a party and to perform
all obligations hereunder and thereunder. This Agreement constitutes, and the
SinoFresh Closing Documents will constitute, the valid and legally binding
obligation of SinoFresh and the Warranting Shareholder, enforceable in
accordance with their respective terms and conditions. The Warranting
Shareholder and SinoFresh jointly and severally make the representations and
warranties set forth in this Section 4 to HealthCare.
4.3 CAPITALIZATION. The authorized capital stock of SinoFresh consists of
500,000,000 shares of common stock, no par value, of which 22,100,000 shares are
issued and outstanding, and 200,000,000 shares of "blank check" preferred stock,
no par value, of which 0 shares are issued and outstanding. All issued and
outstanding shares of SinoFresh stock have been duly authorized and validly
issued, and are fully paid and nonassessable. All of the outstanding shares of
common stock (and options to purchase common stock) and other outstanding
securities of SinoFresh have been duly and validly issued in compliance with
federal and state securities laws. There are no outstanding or authorized
subscriptions, options, warrants, plans or, except for this Agreement and as
contemplated by this Agreement, other agreements or rights of any kind to
purchase or otherwise receive or be issued, or securities or obligations of any
kind convertible into, any shares of capital stock or other securities of
SinoFresh, and there are no dividends which have accrued or been declared but
are unpaid on the capital stock of SinoFresh. There are no outstanding or
10
authorized stock appreciation, phantom stock or similar rights with respect to
SinoFresh. The HealthCare Shares are duly authorized and validly issued, fully
paid and nonassessable. The HealthCare Shares are not subject to any preemptive
rights or other similar restrictions.
4.4 SUBSIDIARIES. Except for SinoFresh Corp., SinoFresh does not own, directly
or indirectly, any capital stock or other equity interest in any corporation,
partnership or other entity.
4.5 OWNERSHIP OF SINOFRESH SHARES. Each SinoFresh shareholder owns and holds of
record that number of SinoFresh Shares shown on SCHEDULE 2. Each SinoFresh
shareholder has good title to such SinoFresh shareholder's SinoFresh Shares,
free and clear of all claims, charges, liens and other encumbrances. As of the
Execution Date, 2,100,000 shares of the issued and outstanding stock of
SinoFresh are "free-trading" by virtue of either (i) an exemption from the
Securities Act, or (ii) having been registered pursuant to the Securities Act.
4.6 NONCONTRAVENTION. Neither the execution and the delivery of this Agreement
or the SinoFresh Closing Documents, nor the consummation of the transactions
contemplated hereby or thereby, by SinoFresh or the SinoFresh shareholder will
(i) violate any constitution, statute, regulation, rule, injunction, judgment,
order, decree, ruling, charge, or other restriction of any government,
governmental agency, or court to which SinoFresh or such SinoFresh shareholder
is subject, or (ii) conflict with, result in a breach of, constitute a default
under, result in the acceleration of, create in any party the right to
accelerate, terminate modify, or cancel, or require any notice under any
agreement, contract, lease, license, instrument, or other arrangement to which
SinoFresh or such SinoFresh shareholder is a party or by which SinoFresh or such
SinoFresh shareholder is bound or to which SinoFresh or any of such SinoFresh
shareholder's assets is subject. Neither SinoFresh nor any SinoFresh shareholder
needs to give any notice to, make any filing with, or obtain any authorization,
consent, or approval of any government or governmental agency in order for the
parties to consummate the transactions contemplated by this Agreement.
4.7 FINANCIAL STATEMENTS AND FINANCIAL CONDITION. Attached as SCHEDULE 3 are the
following financial statements for SinoFresh: (i) its unaudited consolidated
balance sheet as of June 30, 2003, and the related unaudited consolidated
statements of income and retained earnings and of cash flows, and (ii) its
audited consolidated balance sheet as of December 31, 2002 and the related
consolidated statements of income and retained earnings and of cash flows (the
"Financial Statements"). The Financial Statements, including any related notes
and schedules, have been prepared in accordance with U.S. GAAP consistently
applied, are based on the books, records and work papers of SinoFresh, and
present fairly the financial position of SinoFresh as of the dates of such
statements and the results of operations for the periods covered by such
statements, subject to normal year-end adjustments and the absence of footnotes.
11
4.8 ABSENCE OF MATERIAL CHANGE. Since June 30, 2003, there has been no change in
the business, operations, financial condition or liabilities of SinoFresh as
stated in the Form 10-QSB filed by SinoFresh on July 31, 2003 with the United
States Securities and Exchange Commission that would result in a Material
Adverse Effect on SinoFresh.
4.8.1 FINANCIAL STATEMENTS. Since June 30, 2003, there has been no
material change in the financial condition of SinoFresh from that represented in
the unaudited financial statements for June 30, 2003 attached hereto in SCHEDULE
3.
4.9 LITIGATION. There are no actions, suits, claims, inquiries, proceedings or
investigations before any court, tribunal, commission, bureau, regulatory,
administrative or governmental agency, arbitrator, body or authority pending or,
to the knowledge of such Warranting Shareholder, threatened against SinoFresh
which would reasonably be expected to result in any liabilities, including
defense costs, in excess of $1,000 U.S. in the aggregate. SinoFresh is not the
named subject of any order, judgment or decree and is not in default with
respect to any such order, judgment or decree.
4.10 TAXES AND TAX RETURNS. SinoFresh has timely and correctly filed tax returns
and reports (collectively, "Returns") required by applicable law to be filed
(including, without limitation, estimated tax returns, income tax returns,
excise tax returns, sales tax returns, use tax returns, property tax returns,
franchise tax returns, information returns and withholding, employment and
payroll tax returns) and all such returns were (at the time they were filed)
correct in all material respects, and have paid all taxes, levies, license and
registration fees, charges or withholdings of any nature whatsoever reflected on
such Returns to be owed and which have become due and payable except for any
that is being contested in good faith. Any unpaid U.S. Federal income taxes,
interest and penalties of SinoFresh do not exceed $5,000 U.S. in the aggregate.
4.11 EMPLOYEES. SinoFresh has no salaried employees.
4.12 COMPLIANCE WITH APPLICABLE LAW.
4.12.1 SinoFresh holds all licenses, certificates, franchises, permits
and other governmental authorizations ("Permits") necessary for the lawful
conduct of its business and such Permits are in full force and effect, and
SinoFresh is in all material respects complying therewith, except where the
failure to possess or comply with such Permits would not have, in the aggregate,
a Material Adverse Effect on SinoFresh.
4.12.2 SinoFresh is and for the past three years has been in compliance
with all foreign, federal, state and local laws, statutes, ordinances, rules,
regulations and orders applicable to the operation, conduct or ownership of its
business or properties except for any noncompliance which is not reasonably
likely to have, in the aggregate, a Material Adverse Effect on SinoFresh.
4.13 CONTRACTS AND AGREEMENTS. SinoFresh is not a party to or bound by any
commitment, contract, agreement or other instrument which involves or could
involve aggregate future payments by SinoFresh of more than $1,000 U.S., (ii)
12
SinoFresh is not a party to or bound by any commitment, contract, agreement or
other instrument which is material to the business, operations, properties,
assets or financial condition of SinoFresh, and (iii) no commitment, contract,
agreement or other instrument, other than charter documents, to which SinoFresh
is a party or by which SinoFresh is bound, limits the freedom of SinoFresh to
compete in any line of business or with any person. SinoFresh is not in default
on any contract, agreement or other instruments.
4.14 AFFILIATE TRANSACTIONS.
4.14.1 SinoFresh has not engaged in, and is not currently obligated to
engage in (whether in writing or orally), any transaction with any Affiliated
Person (as defined below) involving aggregate payments by or to SinoFresh of
$10,000 U.S. or more.
4.14.2 For purposes of this Section 4.14, "Affiliated Person" means:
(a) a director, executive officer or Controlling Person (as
defined below) of SinoFresh;
(b) a spouse of a director, executive officer or Controlling
Person of SinoFresh;
(c) a member of the immediate family of a director, executive
officer, or Controlling Person of SinoFresh who has the same home as such
person;
(d) any corporation or organization (other than SinoFresh) of
which a director, executive officer or Controlling Person of SinoFresh is a
chief executive officer, chief financial officer, or a person performing similar
functions or is a Controlling Person of such other corporation or organization;
(e) any trust or estate in which a director, executive
officer, or Controlling Person of SinoFresh or the spouse of such person has a
substantial beneficial interest or as to which such person or his spouse serves
as trustee or in a similar fiduciary capacity; and
(f) for purposes of this Section 4.14, "Controlling Person"
means any person or entity which, either directly or indirectly, or acting in
concert with one or more other persons or entities owns, controls or holds with
power to vote, or holds proxies representing ten percent or more of the
outstanding common stock or equity securities.
4.15 LIMITED REPRESENTATIONS AND WARRANTIES. Except for the representations and
warranties of the HealthCare expressly set forth in Section 3, SinoFresh has not
relied upon any representation and warranty made by or on behalf of HealthCare
in making its determination to enter into this Agreement and consummate the
transactions contemplated by this Agreement.
13
4.16 DISCLOSURE. No representation or warranty made by a SinoFresh shareholder
contained in this Agreement, and no statement contained in the Schedules
delivered by SinoFresh and the SinoFresh shareholder hereunder, contains any
untrue statement of a material fact or omits any material fact necessary in
order to make a statement herein or therein, in light of the circumstances under
which it is made, not misleading.
4.17 TITLE TO PROPERTY.
4.17.1 REAL PROPERTY. SinoFresh does not own or lease, directly or
indirectly, any real property.
4.17.2 ENVIRONMENTAL MATTERS. SinoFresh does not have any financial
liability under any environmental laws.
4.18 PERSONAL PROPERTY. SinoFresh does not own any personal property the current
fair market value of which is more than $1,000 U.S.
4.19 INTELLECTUAL PROPERTY. SinoFresh does not own or lease, directly or
indirectly, any Intellectual Property. "Intellectual Property", for purposes of
this Agreement, shall mean: patents, patent applications, trademarks, trademark
registrations, applications for trademark registration, trade names, service
marks, registered Internet domain names, licenses and other agreements with
respect to any of the foregoing to which SinoFresh is licensor or licensee. In
addition, there are no pending or, to such Warranting Shareholder's knowledge,
threatened, claims against SinoFresh by any person as to any of the Intellectual
Property, or their use, or claims of infringement by SinoFresh on the rights of
any person and no valid basis exists for any such claims.
4.20 INSURANCE. SinoFresh does not own, directly or indirectly, any insurance
policies with respect to the business and assets of SinoFresh.
4.21 POWERS OF ATTORNEY. SinoFresh does not have any powers of attorney
outstanding other than those in the ordinary course of business with respect to
routine matters.
4.22 BANK ACCOUNTS. SCHEDULE 4 is a true and complete list of all bank accounts,
safe deposit boxes and lock boxes of SinoFresh, including, with respect to each
such account and lock box: (a) identification of all authorized signatories; (b)
identification of the business purpose of such account or lock box, including
identification of any accounts or lock boxes representing escrow funds or
otherwise subject to restriction; and (c) identification of the amount on
deposit on the date indicated.
4.24 PRODUCT CLAIMS. No product or service liability claim is pending against
SinoFresh or against any other party with respect to the products or services of
SinoFresh.
14
4.25 SEC REPORTS AND FINANCIAL STATEMENTS. SinoFresh has filed with the SEC, and
has heretofore made available to HealthCare, complete and correct copies of all
forms, reports, schedules, statements and other documents required to be filed
by SinoFresh under the Securities Act, and the Exchange Act (as such documents
have been amended or supplemented since the time of their filing) (collectively,
the "SEC Reports"). As of their respective dates, the SEC Reports (including
without limitation, any financial statements or schedules included therein) (a)
did not contain any untrue statement of a material fact required to be stated
therein or necessary in order to make the statements made therein, in light of
the circumstances under which they were made, not misleading, and (b) complied
in all material respects with the applicable requirements of the Securities Act
and Exchange Act (as the case may be) and all applicable rules and regulations
of the SEC promulgated thereunder. Each of the financial statements included in
the SEC Reports has been prepared from, and is in accordance with, the books and
records of SinoFresh, complies with all material respects with applicable
accounting requirements and with the published rules and regulations of the SEC
with respect thereto, has been prepared in accordance with U.S. generally
accepted accounting principles ("U.S. GAAP") applied on a consistent basis
during the periods involved (except as may be indicated in the notes thereto)
and fairly presents in all material respects the consolidated results of
operations and cash flows (and changes in financial position, if any) of
SinoFresh, as at the date(s) thereof or for the period(s) presented therein.
4.26 ISSUED AND OUTSTANDING SHARES OF SINOFRESH. The issued and outstanding
stock disclosed in SCHEDULE 2 of this Agreement is all of the issued and
outstanding stock of SinoFresh.
4.27 APPRAISAL RIGHTS. SinoFresh has complied and is in full compliance with any
and all provisions of the Florida Business Corporation Act relating to
"appraisal rights"11 including, but not limited to, Sections 607.1107, 607.1302
and 607.1322 of the Florida Business Corporation Act.
4.28 CURRENT ASSETS OF SINOFRESH SHALL BE USED TO SATISFY CURRENT LIABILITIES.
Prior to or simultaneously with the Closing, (i) the current assets of SinoFresh
as disclosed in the unaudited financial statements for June 30, 2003 attached
hereto in SCHEDULE 3 (the "June 30, 2003 FS") shall be used to satisfy all
current liabilities of SinoFresh as disclosed in the June 30, 2003 FS, or (ii)
SinoFresh shall have no liabilities.
5. COVENANTS OF THE PARTIES.
5.1 CONDUCT OF THE BUSINESS OF SINOFRESH. During the period from the date of
this Agreement to the Closing Date, SinoFresh will conduct its business and
engage in transactions only in the ordinary course consistent with past
--------------------
11 "Appraisal rights" shall have the same meaning as that term is used in the
Florida Business Corporation Act.
15
practice. During such period, SinoFresh will use its best efforts to (a)
preserve its business organization intact, and (b) maintain its current status
as a company whose shares are traded on the Over The Counter Bulletin Board. In
addition, without limiting the generality of the foregoing, SinoFresh agrees
that from the date of this Agreement to the Closing Date, except as otherwise
consented to or approved by HealthCare in writing (which consent or approval
shall not be unreasonably withheld, delayed or conditioned) or as permitted or
required by this Agreement or as required by law, SinoFresh will not:
5.1.1 grant any severance or termination pay to or enter into or amend
any employment agreement with, or increase the amount of payments or fees to,
any of its employees, officers or directors other than salary increases to
employees consistent with past increases;
5.1.2 make any capital expenditures in excess of $1,000 U.S.;
5.1.3 guarantee the obligations of any person except in the ordinary
course of business consistent with past practice;
5.1.4 acquire assets other than those necessary in the conduct of its
business in the ordinary course;
5.1.5 sell, transfer, assign, encumber or otherwise dispose of assets
with a value in excess of $1,000 U.S.;
5.1.6 enter into or amend or terminate any long term (one year or more)
contract (including real property leases) except in the ordinary course of
business consistent with past practice;
5.1.7 enter into or amend any contract that calls for the payment by
SinoFresh of $1,000 U.S. or more after the date of this Agreement;
5.1.8 engage or participate in any material transaction or incur or
sustain any material obligation otherwise than in the ordinary course of
business;
5.1.9 contribute to any benefit plans except in such amounts and at
such times as consistent with past practice;
5.1.10 increase the number of full-time equivalent employees other than
in the ordinary course of business consistent with past practice;
5.1.11 acquire any real property; or
5.1.12 agree to do any of the foregoing.
5.2 NO SOLICITATION AND LIQUIDATED DAMAGES. During the period beginning on the
date of this Agreement and ending on the Closing Date, neither SinoFresh nor any
of its directors, officers, shareholders, representatives, agents or other
16
persons controlled by any of them, shall, directly or indirectly encourage or
solicit, or hold discussions or negotiations with, or provide any information
to, any persons, entity or group other than HealthCare concerning any merger,
sale of substantial assets not in the ordinary course of business, sale of
shares of capital stock or similar transactions involving SinoFresh. SinoFresh
will promptly communicate to HealthCare the identity of any interested or
inquiring party, all relevant information surrounding the interest or inquiry,
as well as the terms of any proposal that SinoFresh may receive in respect of
any such transaction. If this Agreement is terminated by HealthCare due to
uncured breach of this Section 5.2, then HealthCare shall be entitled to
$200,000 U.S. from SinoFresh and the SinoFresh shareholder as liquidated
damages. Such liquidated damages shall constitute full payment and the exclusive
remedy for any damages suffered by HealthCare by reason of such breach and the
terms of this Agreement. SinoFresh, HealthCare and the SinoFresh shareholder
agree that actual damages would be difficult to ascertain and that $200,000 U.S.
is a fair and equitable amount to reimburse HealthCare for such damages and the
termination of this Agreement.
5.3 ACCESS TO PROPERTIES AND RECORDS; CONFIDENTIALITY.
5.3.1 SinoFresh shall permit HealthCare and its representatives
reasonable access to its properties and shall disclose and make available to
HealthCare all books, papers and records relating to the assets, stock,
ownership, properties, obligations, operations and liabilities of SinoFresh,
including but not limited to, all books of account (including the general
ledger), tax records, minute books of directors and stockholders meetings,
organizational documents, bylaws, material contracts and agreements, filings
with any regulatory authority, accountants work papers, litigation files, plans
affecting employees, and any other business activities or prospects in which
HealthCare may have a reasonable interest, in each case during normal business
hours and upon reasonable notice. SinoFresh shall not be required to provide
access to or disclose information where such access or disclosure would
jeopardize the attorney-client privilege or would contravene any law, rule,
regulation, order, judgment, decree or binding agreement entered into prior to
the date of this Agreement. The parties will use all reasonable efforts to make
appropriate substitute disclosure arrangements under circumstances in which the
restrictions of the preceding sentence apply.
5.3.2 All information furnished by SinoFresh to HealthCare or the
representatives or affiliates of HealthCare pursuant to, or in any negotiation
in connection with, this Agreement shall be treated as the sole property of
SinoFresh until consummation of the Merger and if the Merger shall not occur
HealthCare and its affiliates, agents and advisors shall upon written request
return to SinoFresh all documents or other materials containing, reflecting,
referring to such information, and shall keep confidential all such information
and shall not disclose or use such information for competitive purposes. The
obligation to keep such information confidential shall not apply to (i) any
information which (w) HealthCare can establish by evidence was already in its
possession (subject to no obligation of confidentiality) prior to the disclosure
thereof by SinoFresh; (x) was then generally known to the public; (y) becomes
known to the public other than as a result of actions by HealthCare or by the
17
directors, officers, employees, agents or representatives of HealthCare; or (z)
was disclosed to HealthCare, or to the directors, officers, employees or
representatives of HealthCare, solely by a third party not bound by any
obligation of confidentiality; or (ii) disclosure in accordance with the federal
securities laws, a federal banking laws, or pursuant to an order of a court or
agency of competent jurisdiction.
5.4 REGULATORY MATTERS.
5.4.1 The parties will cooperate with each other and use all reasonable
efforts to prepare all necessary documentation, to effect all necessary filings
and to obtain all necessary permits, consents, approvals, and authorizations of
all third parties and governmental bodies necessary to consummate the
transactions contemplated by this Agreement including, without limitation, those
that may be required from the SEC, other regulatory authorities, or HealthCare's
shareholders. SinoFresh and HealthCare shall each have the right to review
reasonably in advance all information relating to SinoFresh or HealthCare, as
the case may be, and any of their respective subsidiaries, together with any
other information reasonably requested, which appears in any filing made with or
written material submitted to any governmental body in connection with the
transactions contemplated by this Agreement. HealthCare shall bear all expenses
associated with SEC filings.
5.4.2 SinoFresh and HealthCare will promptly furnish each other with
copies of written communications received by SinoFresh or HealthCare or any of
their respective subsidiaries from, or delivered by any of the foregoing to, any
governmental body in respect of the transactions contemplated by this Agreement.
5.5 FURTHER ASSURANCES. Subject to the terms and conditions of this Agreement,
each of the parties agrees to use all commercially reasonable efforts to take,
or cause to be taken, all action and to do, or cause to be done, all things
necessary, proper or advisable under applicable laws and regulations to
consummate and make effective the transactions contemplated by this Agreement.
5.6 PUBLIC ANNOUNCEMENTS. Prior to the Closing, no party will issue or
distribute any information to its shareholders or employees, any news releases
or any other public information disclosures with respect to this Agreement or
any of the transactions contemplated by this Agreement without the consent of
the other parties or their designated representative, except as may be otherwise
required by law.
5.7 POST-CLOSING APPOINTMENTS. As soon as reasonable after the Closing, the
SinoFresh Board of Directors shall take all actions necessary to nominate, vote,
appoint or elect Xxxxxxx Xxxx, P. Xxxxxx XxXxxx, Xxxxx Xxxx, Xxxxxxx Xxxxxx and
Xxxxxx Xxxxxxx to the Board of Directors of SinoFresh; and Xxxxxxx X. Xxxx shall
be appointed or elected to serve as Chairman of the Board of Directors of
SinoFresh.
6. CONDITIONS PRECEDENT TO HEALTHCARE'S OBLIGATIONS.
18
The obligations of HealthCare to consummate the transactions contemplated by
this Agreement are subject to satisfaction of the following conditions at or
before the Closing Date and may be waived only in writing by HealthCare:
6.1 SINOFRESH'S AND THE WARRANTING SHAREHOLDER'S COVENANTS, REPRESENTATIONS AND
WARRANTIES. All the covenants, terms and conditions of this Agreement to be
complied with or performed by SinoFresh and the Warranting Shareholder at or
before the Closing Date shall have been complied with and performed in all
respects. The representations and warranties made by SinoFresh and the
Warranting Shareholder in this Agreement shall be complete and correct at and as
of the Closing Date with the same force and effect as though such
representations and warranties had been made at and as of the Closing Date.
6.2 DELIVERY OF DOCUMENTS BY SINOFRESH AND THE WARRANTING SHAREHOLDER. SinoFresh
and the Warranting Shareholder shall have duly executed and delivered, or caused
to be executed and delivered this Agreement and the SinoFresh Closing Documents.
6.3 SINOFRESH SHAREHOLDER APPROVAL. This Agreement shall have been approved and
adopted by the affirmative votes of that amount of SinoFresh's outstanding
capital stock necessary for the consummation of the Merger pursuant to Florida
law.
6.4 OTHER APPROVALS. All authorizations, consents, orders or approvals of any
United States federal or state governmental agency necessary for the
consummation of the Merger or the transactions contemplated by this Agreement
(other than such actions, approvals or filings which, pursuant to the terms of
this Agreement, are to take place on or after the Closing) shall have been
filed, occurred or been obtained.
6.5 NO LITIGATION. No administrative investigation, action, suit or proceeding
seeking to enjoin the consummation of the transactions contemplated by this
Agreement shall be pending or threatened.
6.6 CREATION OF SERIES A, B AND C PREFERRED SHARES. SinoFresh shall have taken
all action necessary to authorize and issue the SinoFresh Shares.
6.7 XXXXXX'X SHARES. Xxxxx Xxxxxx shall have tendered the certificates
representing Xxxxxx'x Shares to SinoFresh's transfer agent for cancellation.
6.8 CURRENT LIABILITIES OF SINOFRESH. SinoFresh shall have no liabilities.
6.9 APPRAISAL RIGHTS. SinoFresh shall have complied with any and all provisions
of the Florida Business Corporation Act relating to "appraisal rights"12
including, but not limited to, Sections 607.1107, 607.1302 and 607.1322 of the
Florida Business Corporation Act.
--------------
12 "Appraisal rights" shall have the same meaning as that term is used in the
Florida Business Corporation Act.
19
6.10 ABSENCE OF MATERIAL CHANGE. There shall have been no change in the
business, operations, financial condition or liabilities of SinoFresh as stated
in the Form 10-QSB filed by SinoFresh on July 31, 2003 with the United States
Securities and Exchange Commission that has had a Material Adverse Effect on
SinoFresh.
6.10.1 FINANCIAL STATEMENTS. There shall have been no material change
in the financial condition of SinoFresh from that represented in the unaudited
financial statements for June 30, 2003 attached hereto in SCHEDULE 3.
6.11 LEGAL OPINION. A letter signed by Xxxx X. Xxxxxxx from the Law Offices of
Xxxx X. Xxxxxxx, P.A., 0000 X.X. 000xx Xxxxxx, Xxxxx, XX 00000, pursuant to
which a legal opinion is rendered regarding the total amount of stock of
SinoFresh that shall be "freely-tradable" subsequent to the Closing Date by
virtue of having been either registered pursuant to the Securities Act and the
total amount of stock of SinoFresh that shall be "freely-tradable" subsequent to
the Closing Date pursuant to an exemption from the Securities Act shall have
been delivered to HealthCare.
6.12 CERTIFICATE. A certificate issued by the Florida Secretary of State
indicating that SinoFresh is qualified and in good standing within such
jurisdiction shall have been delivered to HealthCare.
7. CONDITIONS PRECEDENT TO SINOFRESH'S OBLIGATIONS.
The obligations of SinoFresh to consummate the transactions contemplated by this
Agreement are subject to satisfaction of the following conditions at or before
the Closing Date and may be waived only in writing by SinoFresh:
7.1 HEALTHCARE'S COVENANTS, REPRESENTATIONS AND WARRANTIES. All the covenants,
terms and conditions of this Agreement to be complied with or performed by
HealthCare on or before the Closing Date shall have been complied with and
performed in all respects. The representations and warranties made by HealthCare
in this Agreement shall be complete and correct at and as of the Closing Date
with the same force and effect as though such representations and warranties had
been made at and as of the Closing Date.
7.2 DELIVERY OF DOCUMENTS BY HEALTHCARE. HealthCare shall have duly executed and
delivered, or caused to be executed and delivered, to SinoFresh, or at its
direction, this Agreement, the HealthCare Shares and the HealthCare Closing
Documents.
7.3 OTHER APPROVALS. All authorizations, consents, orders or approvals of any
United States federal or state governmental agency necessary for the
consummation of the Merger or the transactions contemplated by this Agreement
(other than such actions, approvals or filings which, pursuant to the terms of
20
this Agreement, are to take place on or after the Closing) shall have been
filed, occurred or been obtained.
7.4 HEALTHCARE SHAREHOLDER APPROVAL. This Agreement shall have been approved and
adopted by the affirmative votes of that amount of HealthCare's outstanding
capital stock necessary for the consummation of the Merger pursuant to Florida
and Delaware law.
7.5 NO LITIGATION. No administrative investigation, action, suit or proceeding
seeking to enjoin the consummation of the transactions contemplated by this
Agreement shall be pending or threatened.
8. TERMINATION.
8.1 TERMINATION OF AGREEMENT. This Agreement shall terminate as follows:
(a) at any time prior to the Effective Time by the mutual written
agreement of all parties;
(b) by HealthCare, in the event of a breach of any of the
representations or warranties made by SinoFresh and/or the Warranting
Shareholder, or covenants made by SinoFresh and/or the Warranting Shareholder,
in this Agreement that has not been cured within 30 days after notice of such
breach as delivered to SinoFresh and the Warranting Shareholder by HealthCare;
(c) by SinoFresh in the event of any of the representations or
warranties made by HealthCare in this Agreement that has not been cured within
30 days after notice of such breach as delivered to HealthCare by SinoFresh
and/or the SinoFresh shareholder; or
(d) by either SinoFresh or HealthCare if the Closing shall
have not occurred by September 30, 2003 (the "Upset Date") provided, however,
that the right to terminate this Agreement pursuant to this clause shall not be
available to any party whose failure to fulfill any obligation of this Agreement
has been the cause of, or resulted in, the failure of the closing to have been
effected on or prior to such date.
1.19. MISCELLANEOUS.
9.1 TAX TREATMENT BY THE PARTIES. Unless otherwise required by law, the parties
shall treat the Merger as a reorganization under Section 368 of the Code for all
tax reporting purposes; furthermore, the parties shall not take, and have not
taken, any action that is inconsistent with reorganization treatment under
Section 368 of the Code.
9.2 NO THIRD PARTY BENEFICIARIES. This Agreement shall not confer any rights or
remedies upon any person or entity other than the parties and their respective
successors and assigns.
21
9.3 SUCCESSORS AND ASSIGNS. No party may assign either this Agreement or any of
its rights, interests, or obligations under this Agreement without the prior
written consent of all other parties. Subject to the foregoing, this Agreement
shall be binding upon and inure to the benefit of the parties and their
respective permitted successors and assigns.
9.4 NOTICES. All notices, requests, demands, claims, consents and other
communications required or permitted under this Agreement shall be in writing.
Any notice, request, demand, claim, communication or consent under this
Agreement shall be deemed duly given if (and shall be effective two business
days after) it is sent by certified mail, return receipt requested, postage
prepaid, and addressed to the intended recipient as set forth below:
If to HealthCare: SinoFresh HealthCare, Inc.
000 Xxxx Xxxxxx Xxxxx
Xxxxxxxxx, XX 00000
With a copy (which shall not The Xxxx Law Group
constitute notice) to: 000 Xxxxxx Xxx., Xxxxx 0000
Xxxxxxx, XX 00000
Attention: Xxxxx X. Xxxx
If to SinoFresh: Law Offices of Xxxx X. Xxxxxxx, P.A.
0000 X.X. 000xx Xxxxxx
Xxxxx, XX 00000
Attention: Xxxx X. Xxxxxxx
With a copy (which shall not Law Offices of Xxxx X. Xxxxxxx, P.A.
constitute notice) to: 0000 X.X. 000xx Xxxxxx
Xxxxx, XX 00000
Attention: Xxxx X. Xxxxxxx
If to Warranting Shareholder/Xxxxx Xxx Offices of Xxxx X. Xxxxxxx, P.A.
Xxxxxx: 0000 X.X. 000xx Xxxxxx
Xxxxx, XX 00000
Attention: Xxxx X. Xxxxxxx
9.5 GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the domestic laws of the State of Washington without giving
effect to any choice or conflict of law provision or rule (whether of the State
of Washington or any other jurisdiction) that would cause the application of the
laws of any jurisdiction other than the State of Washington.
22
9.6 AMENDMENTS AND WAIVERS. This Agreement may be amended or waived only in a
writing signed by the party against which enforcement of the amendment or waiver
is sought.
9.7 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The representations and
warranties set forth in Sections 3 and 4 of this Agreement shall survive the
Closing and continue in full force and effect for a period of two years after
the Closing.
9.8 SEVERABILITY. Any term or provision of this Agreement that is found to be
invalid or unenforceable in any situation in any jurisdiction shall not affect
the validity or enforceability of its remaining terms and provisions or the
validity or enforceability of the offending term or provision in any other
situation or in any other jurisdiction.
9.9 HEADINGS. The section headings contained in this Agreement are inserted for
convenience only and shall not affect in any way the meaning or interpretation
of this Agreement.
9.10 CONSTRUCTION. The parties have participated jointly in the negotiation and
drafting of this Agreement. In the event an ambiguity or question of intent or
interpretation arises, this Agreement shall be construed as if drafted jointly
by the parties and no presumption or burden of proof shall arise favoring or
disfavoring any party by virtue of the authorship of any of the provisions of
this Agreement. Any reference to any federal, state, local, or foreign statute
or law shall be deemed also to refer to all rules and regulations promulgated
thereunder, unless the context requires otherwise. The word "including" shall
mean including without limitation.
9.11 INCORPORATION OF SCHEDULES. The Schedules referred to in and/or attached to
this Agreement are incorporated in this Agreement by this reference.
9.12 COUNTERPARTS. This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original but all of which together will
constitute one and the same document. This Agreement may be executed by
facsimile.
9.13 ENTIRE AGREEMENT. This Agreement (including the Schedules referred to in
and/or attached to this Agreement) constitutes the entire agreement among the
parties and supersedes any prior understandings, agreements, or representations
by or among the parties, written or oral to the extent they relate in any way to
the subject matter of this Agreement.
9.14 ARBITRATION. Any controversies or claims arising out of or relating to this
Agreement shall be fully and finally settled by arbitration in accordance with
the Commercial Arbitration Rules of the American Arbitration Association (the
"AAA Rules"), conducted by a single arbitrator either mutually agreed upon by
HealthCare and SinoFresh or chosen in accordance with the AAA Rules, except that
the parties shall have any right to discovery as would be permitted by the
Federal Rules of Civil Procedure for a period of 90 days following the
commencement of such arbitration, and the arbitrator shall resolve any dispute
23
which arises in connection with such discovery. The prevailing party or parties
shall be entitled to costs, expenses and attorneys' fees from the non-prevailing
party or parties, and judgment upon the award rendered by the arbitrator may be
entered in any court of competent jurisdiction.
24
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed
as of the date first listed above.
SINOFRESH:
SINOFRESH CORP.
By: /S/ XXXXX XXXXXX
--------------------
Name: Xxxxx Xxxxxx
Title: President
HEALTHCARE:
SINOFRESH HEALTHCARE, INC.
By: /S/ XXXXXXX XXXX
---------------------
Name: Xxxxxxx Xxxx
Title: Chairman and C.E.O.
WARRANTING SHAREHOLDER:
/S/ XXXXX XXXXXX
----------------
Xxxxx Xxxxxx, Individually
25
SINOFRESH CORP.:
SINOFRESH ACQUISITION CORP.
By: /S/ XXXXX XXXX
------------------
Name: Xxxxx X. Xxxx
TITLE: DIRECTOR
26
SCHEDULE 1
THIS SCHEDULE IS ON FILE AT THE OFFICES OF SINOFRESH
CORP., AND MAY BE VIEWED UPON REQUEST.
27
SCHEDULE 2
SinoFresh Corp., Shareholder List
CERT_ID ISSUANCEID NUM_OF_SHARES HARESONDATE CO_LST_NAME
1001 10554 100 100 A BALANCED ENERGY INC
1625 10554 200 200 X X XXXXXXX & SONS INC
1002 10554 100 100 ACB ENTERPRISES INC
1003 10554 100 100 XXXXX ENTERPRISE INC
1004 10554 100 100 XXXXXXX
1005 10554 100 100 AIKEN
1006 10554 100 100 AIRBORNE EXPRESS
1007 10554 100 100 XXXXX
1008 10554 100 100 XXXXX
1009 10554 100 100 XXXXXXX
1010 10554 100 100 AMERICAN EXPRESS TRAVEL
1624 10554 100 100 AMERITRADE INC
1011 10554 100 100 XXXXXXXX
1012 10554 100 100 XXXXXXXX
1013 10554 100 100 XXXXXXXX
1014 10554 100 100 XXXXXXXX
1015 10554 100 100 XXXXXXXX
1016 10554 100 100 XXXXXXXX JR
1017 10554 100 100 XXXXXXXXX
1018 10554 100 100 ANTOINE
1019 10554 100 100 XXXXXXXXX DMD
1020 10554 100 100 XXXXXXX
1021 10554 100 100 XXXXX
1022 10554 100 100 XXXXXXXX
1023 10554 100 100 B&C CONSULTING INC
1024 10554 100 100 BAIA
1025 10554 100 100 XXXXXX
1026 10554 100 100 XXXXX
1027 10554 100 100 XXXXX
1028 10554 100 100 XXXXX
1029 10554 100 100 XXXXX
1030 10554 100 100 XXXXX
1031 10554 100 100 XXXXX
1032 10554 100 100 BALANSOFF
1033 10554 100 100 BANKS
1034 10554 100 100 XXXXXXXXX
1035 10554 100 100 XXXXXX
1036 10554 100 100 BAROUXIS
1037 10554 100 100 BATTAGLIOLA
1038 10554 100 100 BATTAGLIOLA JR
1039 10554 100 100 XXXXX
1040 10554 100 100 XXXXX
1041 10554 100 100 XXXXXX
1042 10554 100 100 XXXXXX
1043 10554 100 100 XXXXXX
1044 10554 100 100 XXXX
1619 10554 100 100 BEAR XXXXXXX SECURITIES CORP.
1045 10554 100 100 XXXXX
1046 10554 100 100 XXXXX
1047 10554 100 100 BECHAMP
1048 10554 100 100 XXXXXX
1049 10554 100 100 BEHAR
1050 10554 100 100 XXXXXX
1051 10554 100 100 XXXXXXXXX
1052 10554 100 100 XXXXXXXXX
1053 10554 100 100 XXXXX
1054 10554 100 100 XXXXX
1055 10554 100 100 BISKIE
1056 10554 100 100 BISTRITZ
1057 10554 100 100 BISTRITZ
1058 10554 100 100 BISTRITZ
1059 10554 100 100 BISTRITZ
1060 10554 100 100 BISTRITZ
1061 10554 100 100 BISTRITZ
1062 10554 100 100 BISTRITZ
1063 10554 100 100 BISTRITZ
1064 10554 100 100 BISTRITZ
1065 10554 100 100 BISTRITZ
1066 10554 100 100 BISTRITZ
1067 10554 100 100 BISTRITZ
1068 10554 100 100 BISTRITZ
1069 10554 100 100 BISTRITZ
1070 10554 100 100 BISTRITZ
1071 10554 100 100 BISTRITZ
1072 10554 100 100 BLOCH
1073 10554 100 100 XXXXXX
1074 10554 100 100 BOLIVAR
1077 10554 100 100 BOSTON
1078 10554 100 100 XXXXX
1079 10554 100 100 XXXXXX
1080 10554 100 100 XXXXXX
1081 10554 100 100 BRESCIA
1082 10554 100 100 BRIDGES
1083 10554 100 100 BRIDGES
1084 10554 100 100 BRIDGES
1085 10554 100 100 BRIDGES
1086 10554 100 100 BRIDGES
1087 10554 100 100 BRIDGES
1088 10554 100 100 BRIDGES
1089 10554 100 100 BRIDGES
1090 10554 100 100 BRIDGES JR
1091 10554 100 100 BRINGIER
1094 10554 100 100 BROOKE
1095 10554 100 100 XXXXXX
1096 10554 100 100 XXXXX
1097 10554 100 100 XXXXX
1098 10554 100 100 XXXXX
1099 10554 100 100 XXXXX
1100 10554 100 100 XXXXX
1101 10554 100 100 XXXXX
1102 10554 100 100 XXXXX
1103 10554 100 100 XXXXX
1104 10554 100 100 XXXXX
1105 10554 100 100 XXXXX JR
1106 10554 100 100 XXXXX XX
1107 10554 100 100 XXXXXXXXX
1108 10554 100 100 XXXXXXXXX
1109 10554 100 100 XXXXXXXXX
1110 10554 100 100 XXXXXXXXX
1111 10554 100 100 XXXXXXXXX
1112 10554 100 100 XXXXXXXXX
1113 10554 100 100 XXXXXXX
1114 10554 100 100 XXXXX
1115 10554 100 100 XXXXXX
1116 10554 100 100 XXXXXX
1117 10554 100 100 XXXXXXXX
1118 10554 100 100 XXXX
1119 10554 100 100 XXXX
1120 10554 100 100 XXXX
1121 10554 100 100 XXXXXXX
1122 10554 100 100 CAPILLI
1123 10554 100 100 XXXXXX
1124 10554 100 100 XXXXXXXXX
1125 10554 100 100 XXXXX
1126 10554 100 100 XXXXXXX
1127 10554 100 100 CBF INVESTMENTS LLC
1128 10554 100 100 XXXX
1129 10554 100 100 XXXXXXX
1130 10554 100 100 XXXXXXX
1131 10554 100 100 XXXXXXX
1132 10554 100 100 XXXXXXX
1133 10554 100 100 XXXXXXX
1134 10554 100 100 XXXXXXX
1135 10554 100 100 XXXXXXX
1136 10554 100 100 XXXXXXX
1137 10554 100 100 XXXXXXX JR
1138 10554 100 100 XXXXXXX SR
1139 10554 100 100 XXXXXXX SR
1140 10554 100 100 XXXXXXXX
1612 10554 2500 2500 XXXXXXX XXXXXX & CO INC
1622 10554 100 100 XXXXXXX XXXXXX & CO INC
1641 10554 3900 3900 XXXXXXX XXXXXX & CO INC
1141 10554 100 100 XXXXXXX
1142 10554 100 100 XXXXXXXXXXX
1143 10554 100 100 CHRISTIAN
1144 10554 100 100 CHRISTIE
1145 10554 100 100 XXXXXXXX
1146 10554 100 100 XXXXXXXX
1147 10554 100 100 XXXXXXXX
1148 10554 100 100 XXXXXXXX
1149 10554 100 100 XXXXXXXX
1150 10554 100 100 CIRICILLO
1623 10554 100 100 CITIGROUP GLOBAL MARKETS INC
1151 10554 100 100 XXXXX
1152 10554 100 100 XXXXXXXX
1153 10554 100 100 XXXXXXX
1154 10554 100 100 XXXXXXX
1155 10554 100 100 XXXXXXX
1156 10554 100 100 XXXXXXX
1157 10554 100 100 XXXXX
1159 10554 100 100 XXXXXX
1160 10554 100 100 CORTINA
1161 10554 100 100 COUCH
1162 10554 100 100 COUNCIL
1163 10554 100 100 XXXXXXX
1164 10554 100 100 XXXXXXX
1165 10554 100 100 XXXXXXX
1166 10554 100 100 XXXXXXX
1168 10554 100 100 XXXXXX-XXXXXXXX
1169 10554 100 100 XXXX
1170 10554 100 100 XXXXXXXXX
1171 10554 100 100 XXXXX
1172 10554 100 100 XXXXX
1173 10554 100 100 XXXXX
1174 10554 100 100 XXXXX
1175 10554 100 100 XXXXX
1176 10554 100 100 XXXXXX
1177 10554 100 100 XX XXXXX
1178 10554 100 100 DE LA HOUSSAYE
1179 10554 100 100 DE LA TORRE
1180 10554 100 100 XXXXXXX
1181 10554 100 100 DESERT ROCK
1182 10554 100 100 XXXXXXXXX
1186 10554 100 100 DISCOVER FINANCIAL SERVICES
1187 10554 100 100 DOCKLER
1188 10554 100 100 XXXXXXXXX
1189 10554 100 100 XXXXXXXXX
1190 10554 100 100 XXXXXX
1191 10554 100 100 XXXXXX
1193 10554 100 100 DOVE
1194 10554 100 100 XXXXX
1167 10554 100 100 DST TRANSPORT INC
1195 10554 100 100 XXXXXX
1196 10554 100 100 XXXXXXXX
1630 10554 200 200 E*TRADE CLEARING LLC
1631 10554 200 200 E*TRADE CLEARING LLC
1197 10554 100 100 XXXX
1198 10554 100 100 EDGER
1611 10554 200 200 XXXXXX X XXXXX & CO
1199 10554 100 100 XXXXXXX JR
1200 10554 100 100 XXXXXX & XXXXXXXX
1201 10554 100 100 XXXXXXXXX
1202 10554 100 100 ENDER
1203 10554 100 100 ENDER
1204 10554 100 100 XXXXX
1205 10554 100 100 XXXXX
1207 10554 100 100 XXXXX
1208 10554 100 100 XXXXXX
1209 10554 100 100 XXXXXXXX
1614 10554 2500 2500 XXXXXXXXXX & CO
1615 10554 3000 3000 XXXXXXXXXX & CO INC
1616 10554 1500 1500 XXXXXXXXXX & CO INC
1618 10554 100 100 XXXXXXXXXX & CO INC
1210 10554 100 100 XXXXXXXX
1211 10554 100 100 XXXXX
1212 10554 100 100 FIDELE ENTERPRISES INC
1213 10554 100 100 XXXXXX
1214 10554 100 100 FINNK
1215 10554 100 100 FINNK
1216 10554 100 100 FINNK
1217 10554 100 100 FINNK
1218 10554 100 100 FINNK
1219 10554 100 100 FINNK
1220 10554 100 100 FINNK
1643 10554 3000 3000 FISERV SECURITIES INC
1644 10554 3000 3000 FISERV SECURITIES INC
1645 10554 4000 4000 FISERV SECURITIES INC
1221 10554 100 100 XXXXXXXXXXX
1222 10554 100 100 FLORIAN
1224 10554 100 100 XXXXX
1225 10554 100 100 FORD
1226 10554 100 100 XXXXXXX
1227 10554 100 100 XXXXXXX
1228 10554 100 100 FOTO
1229 10554 100 100 FOUNDERS
1230 10554 100 100 FRANCO
1232 10554 100 100 FROST
1233 10554 100 100 XXXXXX
1234 10554 100 100 XXXXXXXX
1235 10554 100 100 XXXXXX
1236 10554 100 100 XXXXXXX
1238 10554 100 100 XXXXXX
1239 10554 100 100 XXXXXXX
1240 10554 100 100 XXXXX
1241 10554 100 100 XXXXX
1242 10554 100 100 GENNITTI
1243 10554 100 100 XXXXXXXX
1244 10554 100 100 GHASEMI
1245 10554 100 100 XXXXXX SR
1246 10554 100 100 XXXXXXXXX
1247 10554 100 100 GLASS
1248 10554 100 100 XXXXXXXXXX
1249 10554 100 100 XXXXXXX
1250 10554 100 100 XXXXXXX
1251 10554 100 100 GREEN
1252 10554 100 100 GREEN
1253 10554 100 100 GREEN
1255 10554 100 100 XXXXXX
1256 10554 100 100 XXXXXX
1257 10554 100 100 GREENWOOD
1258 10554 100 100 XXXXX
1259 10554 100 100 GREY
1260 10554 100 100 XXXXXXXX
1261 10554 100 100 GRUEN
1262 10554 100 100 XXXXXXX
1263 10554 100 100 HALPERIN
1264 10554 100 100 HALPERIN
1265 10554 100 100 XXXXXX
1266 10554 100 100 XXXXXX
1267 10554 100 100 XXXXXX
1268 10554 100 100 XXXXXX
1269 10554 100 100 XXXX
1270 10554 100 100 XXXXXXX
1271 10554 100 100 HAWKS
1272 10554 100 100 HECK
1274 10554 100 100 HENCE
1275 10554 100 100 XXXXXXXXX
1276 10554 100 100 XXXXXX
1277 10554 100 100 XXXXXX
1278 10554 100 100 XXXXXX
1279 10554 100 100 XXXXXXXXX
1280 10554 100 100 XXXXXXXXX
1281 10554 100 100 HILL
1282 10554 100 100 HILL
1283 10554 100 100 HILTON
1284 10554 100 100 HILTON
1285 10554 100 100 HILTON
1286 10554 100 100 HILTON
1287 10554 100 100 HILTON
1288 10554 100 100 HILTON
1289 10554 100 100 HOBLEY
1290 10554 100 100 XXXX
1291 10554 100 100 XXXXXXX
1292 10554 100 100 XXXXX
1293 10554 100 100 XXXXXXX
1294 10554 100 100 HONEY
1295 10554 100 100 XXXXXXX JR
1296 10554 100 100 XXXXX
1298 10554 100 100 XXXXXX
1299 10554 100 100 XXXXXX
1300 10554 100 100 XXXXXX
1301 10554 100 100 XXXXXX
1302 10554 100 100 XXXXXX
1303 10554 100 100 XXXX
1304 10554 100 100 HUNTER
1305 10554 100 100 HUTCHENS
1306 10554 100 100 JACOB
1307 10554 100 100 JACOB
1308 10554 100 100 XXXXXX
1309 10554 100 100 XXXXX
1310 10554 100 100 XXXXX
1311 10554 100 100 XXXXX
1312 10554 100 100 JASMIN RESOURCES INC
1313 10554 100 100 JASMIN RESOURCES INC
1314 10554 100 100 JEFFERSON
1315 10554 100 100 XXXXXXXX
1316 10554 100 100 XXXXXX
1317 10554 100 100 XXXXXXX
1318 10554 100 100 XXXXXXX III
1319 10554 100 100 XXXXXXX JR
1320 10554 100 100 XXXXXXXX
1321 10554 100 100 XXXXX
1322 10554 100 100 XXXXX
1323 10554 100 100 XXXXX
1324 10554 100 100 JUDAHONE INC
1325 10554 100 100 JULIAN
1326 10554 100 100 JUMP START INTL
1327 10554 100 100 KAILAS
1328 10554 100 100 XXXXXXX
1329 10554 100 100 XXXXXXX
1330 10554 100 100 KBZ INC
1331 10554 100 100 XXXXXXX
1332 10554 100 100 XXXXXX
1333 10554 100 100 XXXXXXXXX
1334 10554 100 100 KING
1335 10554 100 100 XXXXX
1336 10554 100 100 XXXXXXX
1337 10554 100 100 KNIGHT
1338 10554 100 100 XXXXXXXX
1339 10554 100 100 XXXXXXXX
1340 10554 100 100 XXXXXXXX
1341 10554 100 100 XXXXXXXX
1342 10554 100 100 XXXXXXXX II
1343 10554 100 100 KRARUP
1542 10554 1000000 1000000 XXXXXXXX TRUSTEE
1345 10554 100 100 LANEUVILLE
1617 10554 6000 6000 XXXXX
1620 10554 100 100 XXXXX
1639 10554 2900 2900 XXXXX
1642 10554 4000 4000 XXXXX
1346 10554 100 100 XXXXXX
1347 10554 100 100 XXXXXXX
1348 10554 100 100 LE MASURIER
1349 10554 100 100 LEFTSOLUTIONS INC
1350 10554 100 100 XXXXXXX-XXXXXXX
1351 10554 100 100 LEIBOVITZ
1352 10554 100 100 XXXXXX
1353 10554 100 100 LESNEK
1354 10554 100 100 XXXXXX
1355 10554 100 100 LIGHT OF HOPE TABERNACLE INC
1356 10554 100 100 XXXXXXXX
1357 10554 100 100 XXXXXXXXXXX
1358 10554 1000000 1000000 XXXXXXX
1359 10554 100 100 XXXXXXX
1360 10554 100 100 XXXXXXXX
1361 10554 100 100 LONG
1363 10554 100 100 LOVELAND
1364 10554 100 100 XXXXXX
1365 10554 100 100 XXXXXXX
1366 10554 100 100 XXXXXXXXXX
1368 10554 100 100 MACKH
1369 10554 100 100 XXXXXXX
1370 10554 100 100 XXXXXXX
1371 10554 100 100 XXXXXXX
1372 10554 100 100 XXXXXX
1373 10554 100 100 XXXXXX
1374 10554 100 100 XXXX
1375 10554 100 100 XXXX
1376 10554 100 100 XXXXXXX
1377 10554 100 100 XXXXXXXX
1378 10554 100 100 XXXXXXX
1379 10554 100 100 MARINO
1380 10554 100 100 MARKETING PROFESSIONALS INTERNATIONAL
1381 10554 100 100 XXXXXXXXX
1382 10554 100 100 MASSEO
1383 10554 100 100 XXXXXXX
1384 10554 100 100 XXXX
1385 10554 100 100 XXXXXXX
1386 10554 100 100 XXXXX
1387 10554 100 100 XXXXX
1388 10554 100 100 XXXXX
1389 10554 100 100 XXXXX
1390 10554 100 100 XXXXXX
1391 10554 100 100 MCGILL
1392 10554 100 100 XXXXXXX
1393 10554 100 100 XXXXXXXX
1394 10554 100 100 XXXXXXXX
1395 10554 100 100 XXXXX
1396 10554 100 100 XXXXXXX
1397 10554 100 100 XXXXXXXXX
1398 10554 100 100 XXXXX
1399 10554 100 100 XXXXX
1400 10554 100 100 XXXXX
1401 10554 100 100 XXXXX
1402 10554 100 100 XXXXX
1403 10554 100 100 XXXXX
1404 10554 100 100 XXXXX
1367 10554 100 100 MD XXXX INC
1405 10554 100 100 MERTLICH
1406 10554 100 100 MIAMI LAKES CONSULTING
1407 10554 100 100 XXXXXXX XXXXXX PRODUCTIONS
1408 10554 100 100 MID-FLORIDA DISTRIBUTORS
1409 10554 100 100 XXXXXXX
1410 10554 100 100 XXXXXXXX
1411 10554 100 100 MILLINES
1412 10554 100 100 XXXXXXX
1413 10554 100 100 XXXXXX
1414 10554 100 100 XXXXXX
1415 10554 100 100 XXXXXX
1418 10554 100 100 XXXXXXXX
1419 10554 100 100 XXXXXX
1420 10554 100 100 XXXXXX
1629 10554 100 100 XXXXXX XXXXXXX XX INC
1421 10554 100 100 MTL MARKETING INC
1422 10554 100 100 XXXXXXXX
1621 10554 100 100 NATIONAL FINANCIAL SERVICES LLC
1423 10554 100 100 XXXXXXXXX
1424 10554 100 100 NETSOLUTIONS INC
1425 10554 100 100 NETWORK INVESTMENTS
1426 10554 100 100 NEW ERA OF XXXXXXX HILLS
1427 10554 100 100 NEW INNOVATIONS
1428 10554 100 100 XXXXXX
1429 10554 100 100 XXXXXX
1430 10554 100 100 NEXTEL COMMUNICATIONS
1431 10554 100 100 NEZVALOVA
1432 10554 100 100 XXXXXXX
1433 10554 100 100 XXXXXX
1434 10554 100 100 XXXXXX
1435 10554 100 100 X'XXXXXX
1436 10554 100 100 X'XXXXXX
1437 10554 100 100 X'XXXXX
1438 10554 100 100 PACIFICO
1613 10554 100 100 XXXXX XXXXXX INCORPORATED
1439 10554 100 100 XXXXXXXXXX
1440 10554 100 100 PARAGON TECHNOLOGY SOLUTIONS
1441 10554 10000000 10000000 XXXXXX
1610 10554 10000000 10000000 XXXXXX
1442 10554 100 100 PATIPA
1443 10554 100 100 XXXXXXXXX
1444 10554 100 100 XXXXXX
1445 10554 100 100 XXXXXX
1446 10554 100 100 PEARSON
1447 10554 100 100 XXXXXXX
1448 10554 100 100 XXXXXXX
1449 10554 100 100 PERKOV
1450 10554 100 100 XXXXXXX
1451 10554 100 100 XXXXXX
1452 10554 100 100 XXXXXXX
1453 10554 100 100 XXXXX
1454 10554 100 100 XXXX
1455 10554 100 100 XXXXXX
1456 10554 100 100 PRICE
1458 10554 100 100 XXXXXX
1459 10554 100 100 XXXXXXX
1460 10554 100 100 XXXX
1461 10554 100 100 XXXXXX DMD
1462 10554 100 100 XXXXXX
1463 10554 100 100 RANA'S TOUCH
1464 10554 100 100 RAND
1465 10554 100 100 XXXXXXXX
1466 10554 100 100 XXXXXXXX
1467 10554 100 100 XXXXXXXX
1468 10554 100 100 XXXXXXXX
1469 10554 100 100 XXXXXXXX
1640 10554 3000 3000 RBC XXXX XXXXXXXX INC
1470 10554 100 100 XXXXXX
1471 10554 100 100 XXXXXXXX
1472 10554 100 100 XXXXXXXX
1473 10554 100 100 XXXXXXXXXX
1474 10554 100 100 XXXXXXX
1475 10554 100 100 XXXXX
1476 10554 100 100 XXXXXXX
1477 10554 100 100 RINGER
1478 10554 100 100 RITESOLUTIONS INC
1479 10554 100 100 XXXXXXX
1480 10554 100 100 XXXXXXX
1481 10554 100 100 XXXXXXX
1482 10554 100 100 XXXXXXX
1483 10554 100 100 XXXXXXXX
1484 10554 100 100 ROBINSSON
1485 10554 100 100 XXXXXXXXX
1486 10554 100 100 XXXXXXXXX
1487 10554 100 100 XXXXXX
1488 10554 100 100 XXXXXX
1489 10554 100 100 XXXXXXX
1490 10554 100 100 XXXX
1491 10554 100 100 ROULS
1492 10554 100 100 XXXXXX
1493 10554 100 100 XXXXXX
1494 10554 100 100 XXXX
1495 10554 100 100 XXXXXXX
1496 10554 100 100 XXXXXXX
1497 10554 100 100 XXXX
1498 10554 1000 1000 SANTAGE
1499 10554 100 100 XXXXXXXX
1500 10554 100 100 XXXXXXXX
1501 10554 100 100 XXXXXXX
1502 10554 100 100 XXXXXX
1503 10554 100 100 XXXXXXXXXXX
1504 10554 100 100 XXXXX
1505 10554 100 100 XXXXX
1506 10554 100 100 XXXXXX
1507 10554 100 100 SENNEBOGEN
1508 10554 100 100 XXXXXX
1509 10554 100 100 XXXX
1510 10554 100 100 XXXX
1511 10554 100 100 SHER
1512 10554 100 100 XXXXXXX
1513 10554 100 100 XXXXXXX XX
1514 10554 100 100 SHIER
1515 10554 100 100 SIMON
1516 10554 100 100 SIMON
1517 10554 100 100 XXXXXXX
1519 10554 100 100 XXXXX
1520 10554 100 100 XXXXX
1521 10554 100 100 XXXXXXXX
1522 10554 100 100 XXXXXXXX
1523 10554 100 000 XXXXX XXXXXXX CHIROPRACTIC CENTER
1524 10554 100 100 STAFFING SOLUTIONS
1525 10554 100 100 XXXXXXXX
1526 10554 100 100 XXXXXXX
1527 10554 100 100 XXXXXXX
1528 10554 100 100 STAY
1529 10554 100 100 STAY
1530 10554 100 100 STAY
1531 10554 100 100 STAY ASSOCIATES INC
1532 10554 100 100 XXXXXXXX
1533 10554 100 100 XXXXXXXX
1534 10554 100 100 XXXXXXXX
1535 10554 100 100 XXXXXXXX
1536 10554 100 100 XXXXXXXX
1537 10554 100 100 XXXXXXXX
1538 10554 100 100 XXXXXXXX
1539 10554 100 100 XXXXXXX
1540 10554 100 100 XXXXXXX
1541 10554 100 100 XXXXXX
1543 10554 100 100 SUN SENTINEL
1544 10554 100 100 SUNNY SOLUTIONS
1545 10554 100 100 XXXXXXX
1546 10554 100 100 XXXXX
1547 10554 100 100 XXXXX
1549 10554 100 100 XXXXXX
1550 10554 100 100 XXXXXX
1551 10554 100 100 TECHORDER INC
1552 10554 100 100 XXXXXX
1553 10554 100 100 XXXXXX
1554 10554 100 100 XXXXXX
1555 10554 100 100 XXXXXX
1556 10554 100 100 XXXXXX
1557 10554 100 100 XXXXXX
1558 10554 100 100 XXXXXXXX
1559 10554 100 100 THOMSON
1560 10554 100 100 THORN
1561 10554 100 100 XXXXXXXX
1562 10554 100 100 TIPS INC
1563 10554 100 100 XXXXX
1564 10554 100 100 XXXXXXXX
1565 10554 100 100 XXXXXXXX
1566 10554 100 100 TUKEY
1567 10554 100 100 XXXXXXXXX
1568 10554 100 100 TYSON
1569 10554 100 100 XXXX
1626 10554 100 100 UBS PAINEWEBBER
1627 10554 100 100 UBS PAINEWEBBER
1628 10554 100 100 UBS PAINEWEBBER
1570 10554 100 100 XXXXX
1571 10554 100 100 VALTEAU
1572 10554 100 100 XXX XXXXX
1573 10554 100 100 VAN TINE
1576 10554 100 100 XXXXXX
1577 10554 100 100 XXXXXX
1578 10554 100 100 XXXXXX
1579 10554 100 100 XXXXXXX
1580 10554 100 100 XXXXXX
1581 10554 100 100 XXXX
1582 10554 100 100 WATERS
1583 10554 100 100 WAXMAN
1584 10554 100 100 XXXXXX
1585 10554 100 100 XXXXXXXX
1586 10554 100 100 WHITE
1587 10554 100 100 WHITE
1588 10554 100 100 WHITE
1589 10554 100 100 XXXXXXXX
1590 10554 100 100 XXXXXXXX
1591 10554 100 100 WHITMORE JR
1592 10554 100 100 WHITMORE SR
1593 10554 100 100 XXXXXXXX
1594 10554 100 100 XXXXXXXX
1595 10554 100 100 XXXXXXXXXX
1596 10554 100 100 XXXXXX
1597 10554 100 100 XXXXXXXX
1598 10554 100 100 WOODSIDE
1599 10554 100 100 XXXXXXXX
1600 10554 100 100 XXXXXX
1601 10554 100 100 XXXXX
1602 10554 100 100 XXXXX
1603 10554 100 100 XXXXX XX
1604 10554 100 100 YARDIMCI
1605 10554 100 100 YARDIMCI
1606 10554 100 100 XXXXX
28
First_Name Name_2 Restrict_Stat Tax_ID CompanyName
85373 00-0000000 E-BOOK NETWORK, INC. - COMMON
63103 00-0000000 E-BOOK NETWORK, INC. - COMMON
31406 00-0000000 E-BOOK NETWORK, INC. - COMMON
84103 00-0000000 E-BOOK NETWORK, INC. - COMMON
XXXXX 84103 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXX M 30507 ###-##-#### E-BOOK NETWORK, INC. - COMMON
98111 COMPANY E-BOOK NETWORK, INC. - COMMON
ALEXANDRA 32034 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXX 32034 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXX 33129 ###-##-#### E-BOOK NETWORK, INC. - COMMON
85072-994 E-BOOK NETWORK, INC. - COMMON
68127-1031 00-0000000 E-BOOK NETWORK, INC. - COMMON
ARIEL J 60429 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXX 84124 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXXX J 60443 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXX B 30501 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXX 84094 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXX W 32837 ###-##-#### E-BOOK NETWORK, INC. - COMMON
CRYSTAL 84065 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXXXXX 70115 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXX 31707 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXX 8046 ###-##-#### E-BOOK NETWORK, INC. - COMMON
ANDY 30168 ###-##-#### E-BOOK NETWORK, INC. - COMMON
JOSEF 33936 E-BOOK NETWORK, INC. - COMMON
60478 00-0000000 E-BOOK NETWORK, INC. - COMMON
XXXXXXX 32034 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXX 30311 ###-##-#### E-BOOK NETWORK, INC. - COMMON
BAYLI 84092 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXX 86301 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXX 84092-3408 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXX 48047 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXX 83702 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXX 84092-3408 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXX 33322 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXX 30542 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXX 31069 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXX R 84663 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXX 1060 ###-##-#### E-BOOK NETWORK, INC. - COMMON
NICOLETTA 33496 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXX 33023 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXX 64152 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXXXXX 20748 ###-##-#### E-BOOK NETWORK, INC. - COMMON
LILLY C 8046 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXX K 8046 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXXX 8046 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXX 4105 ###-##-#### E-BOOK NETWORK, INC. - COMMON
11201-3859 00-0000000 E-BOOK NETWORK, INC. - COMMON
XXXX 30904 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXX 30909 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXX 33324 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXX 33024 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXX 45237 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXX 33009 ###-##-#### E-BOOK NETWORK, INC. - COMMON
HESKEL 33140 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXX 33140 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXX R 31707 ###-##-#### E-BOOK NETWORK, INC. - COMMON
UTA 53188 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXX XXXXX 67601 ###-##-#### E-BOOK NETWORK, INC. - COMMON
ALEXANDER S 33140 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXX Z 33140 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXX 33162 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXX 33140 ###-##-#### E-BOOK NETWORK, INC. - COMMON
JA 33140 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXX 33140 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXX 33140 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXX & XXXXXX 33140 ###-##-#### E-BOOK NETWORK, INC. - COMMON
JOSH 33140 ###-##-#### E-BOOK NETWORK, INC. - COMMON
JOY N 33140 ###-##-#### E-BOOK NETWORK, INC. - COMMON
KASRIEL 33140 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXX 33140 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXX 00000 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXX XXXX 33140 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXX D 33140 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXX 33140 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXX 33180 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXX 33326 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXX 33024 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXX 30038 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXX G 30506 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXXX 84103 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXX 29150 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXX 33315 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXX T 30349 ###-##-#### E-BOOK NETWORK, INC. - COMMON
EVA 30034 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXX 30274 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXX 30349 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXX 30034 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXX A 30034 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXX 30214 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXXX R 30349 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXX 30349 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXX 30309 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXX-XXXXXX 83402 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXX 59411 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXX 30180 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXX H 30096 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXX M 30096 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXX 30507 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXX 31701 ###-##-#### E-BOOK NETWORK, INC. - COMMON
KAWANIA N 30096 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXX N 30096 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXX P 30096 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXX 44601-1556 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXX P 30096 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXX 30080 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXX 33021 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXX 33484 ###-##-#### E-BOOK NETWORK, INC. - COMMON
FARA 33021 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXX 33021 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXX 33021 ###-##-#### E-BOOK NETWORK, INC. - COMMON
SARI 33021 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXX 84047 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXX 20005 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXX 75023 ###-##-#### E-BOOK NETWORK, INC. - COMMON
QUATATION 30294 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXX 30102 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXX 20814 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXX 30087 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXX 30058 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXX 33324 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXX 84020 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXX 33305 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXX 46845 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXX 30076 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXX 30135 ###-##-#### E-BOOK NETWORK, INC. - COMMON
70119 00-0000000 E-BOOK NETWORK, INC. - COMMON
XXXXX F 33179 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXX 33325 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXX 31047 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXX 31015 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXX A 31069 ###-##-#### E-BOOK NETWORK, INC. - COMMON
MARIETTA L 31701 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXX G 45014 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXX 31069 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXXX 30345 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXX 31015 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXX A 31015 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXX W 31701 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXX 30542 ###-##-#### E-BOOK NETWORK, INC. - COMMON
94104 00-0000000 E-BOOK NETWORK, INC. - COMMON
94104 00-0000000 E-BOOK NETWORK, INC. - COMMON
94104 00-0000000 E-BOOK NETWORK, INC. - COMMON
XXXXX 84065-4644 ###-##-#### E-BOOK NETWORK, INC. - COMMON
ALISON 84405 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXX XXXX 30503 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXXXX 23503 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXX 33064 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXX 33064 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXX A 33009 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXX O 33064 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXX 33009 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXXX N 33009 ###-##-#### E-BOOK NETWORK, INC. - COMMON
10001 00-0000000 E-BOOK NETWORK, INC. - COMMON
XXXXXXX XXX 84084 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXX D 30035 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXX 32960 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXX 33436 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXX & XXXXX 33436 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXX 33025 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXX 32533 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXX 70460 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXX 33351 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXX 30542 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXX 31776 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXX S 30004 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXX 30501 ###-##-#### E-BOOK NETWORK, INC. - COMMON
NICK 30115 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXX 30008 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXX 8102 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXX 90028 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXX 84105 ###-##-#### E-BOOK NETWORK, INC. - COMMON
BRACHA 11559 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXX R 30331 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXXX W 29203 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXX 31709 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXX V 30014 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXX 94941 ###-##-#### E-BOOK NETWORK, INC. - COMMON
AUSTIN 4260 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXX 77429 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXX 84119 ###-##-#### E-BOOK NETWORK, INC. - COMMON
RAOUL 4032 ###-##-#### E-BOOK NETWORK, INC. - COMMON
92264 00-0000000 E-BOOK NETWORK, INC. - COMMON
XXXXXXX D 70818 ###-##-#### E-BOOK NETWORK, INC. - COMMON
43054-301 E-BOOK NETWORK, INC. - COMMON
XXXX 33326 ###-##-#### E-BOOK NETWORK, INC. - COMMON
ALEXANDRE 33179 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXX L 84121 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXX M 20005 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXXX 30650 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXX 30093 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXX 4101 ###-##-#### E-BOOK NETWORK, INC. - COMMON
30058 00-0000000 E-BOOK NETWORK, INC. - COMMON
XXXXXXXX 30294 ###-##-#### E-BOOK NETWORK, INC. - COMMON
GENE 48879 ###-##-#### E-BOOK NETWORK, INC. - COMMON
95670 00-0000000 E-BOOK NETWORK, INC. - COMMON
95670 00-0000000 E-BOOK NETWORK, INC. - COMMON
XXXXX 84106 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXX L 30507 ###-##-#### E-BOOK NETWORK, INC. - COMMON
63141 E-BOOK NETWORK, INC. - COMMON
XXXXX 71119 ###-##-#### E-BOOK NETWORK, INC. - COMMON
33309 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXX 84020 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXX 33498 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXX 33498 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXX 33140 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXX 00000 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXX L 32771 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXX 84118 ###-##-#### E-BOOK NETWORK, INC. - COMMON
CHELSEA 84062 ###-##-#### E-BOOK NETWORK, INC. - COMMON
10004 00-0000000 E-BOOK NETWORK, INC. - COMMON
10004 00-0000000 E-BOOK NETWORK, INC. - COMMON
10004 00-0000000 E-BOOK NETWORK, INC. - COMMON
10004 00-0000000 E-BOOK NETWORK, INC. - COMMON
XXXX 33143 ###-##-#### E-BOOK NETWORK, INC. - COMMON
JO XXX 84084 ###-##-#### E-BOOK NETWORK, INC. - COMMON
70124 00-0000000 E-BOOK NETWORK, INC. - COMMON
XXXXXX 30308 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXX 33322-1023 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXX C 33625 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXX 48236 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXX S 33321 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXX 33312-4519 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXX E 33068-2038 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXX 33351 ###-##-#### E-BOOK NETWORK, INC. - COMMON
19103 00-0000000 E-BOOK NETWORK, INC. - COMMON
19103 00-0000000 E-BOOK NETWORK, INC. - COMMON
19103 00-0000000 E-BOOK NETWORK, INC. - COMMON
XXXXXXX 23230 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXXXX 83669 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXX 19380 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXX 30075 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXX 31792 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXX 30554 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXX 33305 ###-##-#### E-BOOK NETWORK, INC. - COMMON
4105 00-0000000 E-BOOK NETWORK, INC. - COMMON
XXXX 90063 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXX 84123 ###-##-#### E-BOOK NETWORK, INC. - COMMON
DAILA 30274 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXXXXX 30906 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXX 4101 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXX S 81501 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXX A 60471 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXX L 78654-5157 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXXXX 4105 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXXXX 4105 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXX A 33306 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXX 30067 ###-##-#### E-BOOK NETWORK, INC. - COMMON
MAHNOUD E 92714-7252 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXX 70807 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXX 33073 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXX 10022 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXX 33004 ###-##-#### E-BOOK NETWORK, INC. - COMMON
BRIANA 33351 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXX 30016 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXX 30238 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXX 39201 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXXX XXX 30238 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXX F 30338-2637 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXX 2478 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXX 30331 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXX 55347 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXX 34654 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXX 30016 ###-##-#### E-BOOK NETWORK, INC. - COMMON
NATE 60610 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXX 84109 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXX C 33326 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXX 2030 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXX D 30087 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXX J 22039 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXX H 33437-5697 ###-##-#### E-BOOK NETWORK, INC. - COMMON
TAJ S 30087 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXX 91403 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXX 94579 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXX 30543 ###-##-#### E-BOOK NETWORK, INC. - COMMON
MERRILY 90403 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXX L 70128 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXX XXXXX 8215 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXX 92264-5972 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXXXX R 92264-5972 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXX XXX 92672-5265 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXX 80212 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXX R 30122 ###-##-#### E-BOOK NETWORK, INC. - COMMON
BEN 30076 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXX 30168 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXX 33068 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXX 33068 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXX 33068 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXX 33068 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXX 33068 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXX 33068 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXX XXX 70065 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXX 91766 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXX 90293 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXXXX 22304 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXX 48205 ###-##-#### E-BOOK NETWORK, INC. - COMMON
AVON R 70813 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXX 30507 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXXX 85202 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXX 84057 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXX XXX 84057 ###-##-#### E-BOOK NETWORK, INC. - COMMON
LAURRI 84095 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXXX 84057 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXX XXXX 84095 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXX 33024 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXX 30549 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXX 30503 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXX 11559 ###-##-#### E-BOOK NETWORK, INC. - COMMON
LOTTE 33140 ###-##-#### E-BOOK NETWORK, INC. - COMMON
GUY 6095 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXX 30087 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXX 30213 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXX-XXXXXXXXX 34287 ###-##-#### E-BOOK NETWORK, INC. - COMMON
33936-1127 00-0000000 E-BOOK NETWORK, INC. - COMMON
33936-1127 00-0000000 E-BOOK NETWORK, INC. - COMMON
XXXXXXX O 70131 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXX 30344 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXX 84070 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXX 75044 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXX 30909 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXX 30043 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXX 84606 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXX 29577 E-BOOK NETWORK, INC. - COMMON
XXXXXX 33612 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXXX L 2451 ###-##-#### E-BOOK NETWORK, INC. - COMMON
4105 00-0000000 E-BOOK NETWORK, INC. - COMMON
XXXXX 30038 ###-##-#### E-BOOK NETWORK, INC. - COMMON
33480 00-0000000 E-BOOK NETWORK, INC. - COMMON
VIJAY 70065 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXX 84119 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXX 90025 ###-##-#### E-BOOK NETWORK, INC. - COMMON
84020 00-0000000 E-BOOK NETWORK, INC. - COMMON
XXXXX E 84109 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXX A 33324 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXX 46228 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXXXX 30084 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXX 84095 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXX 46511 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXX 30215 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXX 30506 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XX XXXXXXX F 30501 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXX 30506 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXX 30501 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXX F 30506 ###-##-#### E-BOOK NETWORK, INC. - COMMON
JENS 33024 ###-##-#### E-BOOK NETWORK, INC. - COMMON
MARC 33067 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXX 90056 ###-##-#### E-BOOK NETWORK, INC. - COMMON
94104 00-0000000 E-BOOK NETWORK, INC. - COMMON
75604 00-0000000 E-BOOK NETWORK, INC. - COMMON
75604 00-0000000 E-BOOK NETWORK, INC. - COMMON
94104 00-0000000 E-BOOK NETWORK, INC. - COMMON
XXXXXX C 84120 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXX 94605 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXXXX 92103 ###-##-#### E-BOOK NETWORK, INC. - COMMON
4105 00-0000000 E-BOOK NETWORK, INC. - COMMON
XXXXX 20782 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXX 33322 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXX 33317 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXX 48167 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXX 75237 ###-##-#### E-BOOK NETWORK, INC. - COMMON
33428 00-0000000 E-BOOK NETWORK, INC. - COMMON
XXXX 30102 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXX E 94621 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXX 33156 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXX G 33351 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXX 30084 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXX 33174 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXX C 84095 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXX 90401 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXX 4103 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXX 27526 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXX 32216 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXX 70810 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXX T 30214 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXX 33179 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXX 33176 ###-##-#### E-BOOK NETWORK, INC. - COMMON
ASHLEY N 33024 ###-##-#### E-BOOK NETWORK, INC. - COMMON
CLEVELAND 31709 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXX L 31709 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXXX 31204 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXX 30253 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXX 33317 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXX H 33176 ###-##-#### E-BOOK NETWORK, INC. - COMMON
92037 E-BOOK NETWORK, INC. - COMMON
XXXXX 11691 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXX 33433 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXX 30066 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXX 30274 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXX J 30144 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXX 30288 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXX 30296 ###-##-#### E-BOOK NETWORK, INC. - COMMON
HOPE 30034 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXX XXX 30296 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXXXX 30349 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXX 30506 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXX JO 33442 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXX 30135 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXX 30906 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXX A V1B 2Z3 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXX 75022 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXX A 30501 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXX 30349-9324 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XX XXXXX 30542 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXX L 33711 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXX L 30607 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXX 30542 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXX 30542 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXX 30542 ###-##-#### E-BOOK NETWORK, INC. - COMMON
33179 00-0000000 E-BOOK NETWORK, INC. - COMMON
XXXXX 84120 ###-##-#### E-BOOK NETWORK, INC. - COMMON
33496 00-0000000 E-BOOK NETWORK, INC. - COMMON
94110 E-BOOK NETWORK, INC. - COMMON
33403 00-0000000 E-BOOK NETWORK, INC. - COMMON
XXXXX 84054 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXX 75077 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXX R 30331 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXX 30507 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXX XXX 84065 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXX 33140 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXX 10645 ###-##-#### E-BOOK NETWORK, INC. - COMMON
WR 77087 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXX 30331 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXX 31093 ###-##-#### E-BOOK NETWORK, INC. - COMMON
7311 E-BOOK NETWORK, INC. - COMMON
23112 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXX 30349 ###-##-#### E-BOOK NETWORK, INC. - COMMON
10281 00-0000000 E-BOOK NETWORK, INC. - COMMON
XXXXXX 33437 ###-##-#### E-BOOK NETWORK, INC. - COMMON
4105 00-0000000 E-BOOK NETWORK, INC. - COMMON
30329 00-0000000 E-BOOK NETWORK, INC. - COMMON
90210 00-0000000 E-BOOK NETWORK, INC. - COMMON
32819 00-0000000 E-BOOK NETWORK, INC. - COMMON
PHIL 33351 ###-##-#### E-BOOK NETWORK, INC. - COMMON
PHIL 33351 ###-##-#### E-BOOK NETWORK, INC. - COMMON
60179-6220 E-BOOK NETWORK, INC. - COMMON
HANA 90406 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXX J 84120 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXX 90265 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXX 90265 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXX 30277-1868 ###-##-#### E-BOOK NETWORK, INC. - COMMON
SHEEVAUN 92648-2147 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXX 33064 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXX 84119 ###-##-#### E-BOOK NETWORK, INC. - COMMON
7087 00-0000000 E-BOOK NETWORK, INC. - COMMON
XXXXXXXXX 84095 ###-##-#### E-BOOK NETWORK, INC. - COMMON
30039 00-0000000 E-BOOK NETWORK, INC. - COMMON
XXXXX 33325 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXX 33325 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXXX 33463-8211 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXX 78244 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXX XXX 30088 ###-##-#### E-BOOK NETWORK, INC. - COMMON
FABIANA 33156 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXX 84105 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXX 84102 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXX 84103 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXX M 10022 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXX A 30274 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXX 33324 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXX W 31907 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXX 30038 ###-##-#### E-BOOK NETWORK, INC. - COMMON
J XXXXX 33068 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXX 33179 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXX 6001 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXX 94579 ###-##-#### E-BOOK NETWORK, INC. - COMMON
TENEZ M 30021 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXX 27560 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXXX A 90809 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXX 33179 ###-##-#### E-BOOK NETWORK, INC. - COMMON
32034 00-0000000 E-BOOK NETWORK, INC. - COMMON
XXXXXXX 28540 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXX 30501 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXX 30507 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXX 30507 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXX 70128 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXX 75093 ###-##-#### E-BOOK NETWORK, INC. - COMMON
55402-1110 E-BOOK NETWORK, INC. - COMMON
XXXXXXXX A 30349 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXX 33027 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXX 33176 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXX 4092 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXXXX 30519 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXXX K 84003 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXX 33324 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXX 33180 ###-##-#### E-BOOK NETWORK, INC. - COMMON
4105 00-0000000 E-BOOK NETWORK, INC. - COMMON
XXXX 84105 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXXX 84105 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXX 84105 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXX 84105 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXX 70126 ###-##-#### E-BOOK NETWORK, INC. - COMMON
RL 30064 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXX 67841 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXX 33065 ###-##-#### E-BOOK NETWORK, INC. - COMMON
LIBERTY 33064 ###-##-#### E-BOOK NETWORK, INC. - COMMON
LORELEY 33064 ###-##-#### E-BOOK NETWORK, INC. - COMMON
MARCUS 30501 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXX XXX 75077 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXX 60443 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXX 30909 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXX J 30507 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXXXX 91767 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXX 30188 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXX 30066 ###-##-#### E-BOOK NETWORK, INC. - COMMON
MD 33433 E-BOOK NETWORK, INC. - COMMON
XXXXX 89121 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXXX M 33024 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXX C 33024 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXX 4843 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXX 33324 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXX 7751 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXX T 30035 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXX 30039 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXX 30331 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXX 30127 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXX 86436 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXX 30120-1714 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXX 57105 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXX 33020 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXX 32771 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXX 32805 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXXXX 92648 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXX J 33320-1132 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXX J 33320-1132 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXX 33312 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXX 30506 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXX 84084 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXX 30016 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXX 35603 ###-##-#### E-BOOK NETWORK, INC. - COMMON
33021 00-0000000 E-BOOK NETWORK, INC. - COMMON
31193-073 E-BOOK NETWORK, INC. - COMMON
XXXXXX 30342-2944 ###-##-#### E-BOOK NETWORK, INC. - COMMON
AVIVA 11559 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXX 33140 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXX 84123-3087 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXXX C 84123-2875 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXX L 84084 ###-##-#### E-BOOK NETWORK, INC. - COMMON
84095 00-0000000 E-BOOK NETWORK, INC. - COMMON
XXXXXX A 29841 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXXXX 45805 ###-##-#### E-BOOK NETWORK, INC. - COMMON
XXXX 78613 ###-##-#### E-BOOK NETWORK, INC. - COMMON
ROGER 30510 ###-##-#### E-BOOK NETWORK, INC. - COMMON
SHEDRICK 70811 ###-##-#### E-BOOK NETWORK, INC. - COMMON
SHIRLEY 30510 ###-##-#### E-BOOK NETWORK, INC. - COMMON
SONYA 30566-0010 ###-##-#### E-BOOK NETWORK, INC. - COMMON
LILEAN 76006 ###-##-#### E-BOOK NETWORK, INC. - COMMON
SUMMER 70814 ###-##-#### E-BOOK NETWORK, INC. - COMMON
DOUGLAS 4102 ###-##-#### E-BOOK NETWORK, INC. - COMMON
60680-0071 E-BOOK NETWORK, INC. - COMMON
46268 35-2101035 E-BOOK NETWORK, INC. - COMMON
ANDREW 33143 ###-##-#### E-BOOK NETWORK, INC. - COMMON
GREGORY 33131 ###-##-#### E-BOOK NETWORK, INC. - COMMON
RICHARD 10021 ###-##-#### E-BOOK NETWORK, INC. - COMMON
PAUL 30022 ###-##-#### E-BOOK NETWORK, INC. - COMMON
TANDRA 30101 ###-##-#### E-BOOK NETWORK, INC. - COMMON
33139 E-BOOK NETWORK, INC. - COMMON
LEWIS 19380 ###-##-#### E-BOOK NETWORK, INC. - COMMON
DENISE 30058 ###-##-#### E-BOOK NETWORK, INC. - COMMON
DIANA 94804 ###-##-#### E-BOOK NETWORK, INC. - COMMON
TERRY 33023 ###-##-#### E-BOOK NETWORK, INC. - COMMON
VALERIE 6002 ###-##-#### E-BOOK NETWORK, INC. - COMMON
WAYNE R 84095 ###-##-#### E-BOOK NETWORK, INC. - COMMON
ADRIAN 30501 ###-##-#### E-BOOK NETWORK, INC. - COMMON
CHANTELLE 84062 ###-##-#### E-BOOK NETWORK, INC. - COMMON
RITA 84057 ###-##-#### E-BOOK NETWORK, INC. - COMMON
HELEN 30501 ###-##-#### E-BOOK NETWORK, INC. - COMMON
30021 58-2321358 E-BOOK NETWORK, INC. - COMMON
MARGARET C 19810 ###-##-#### E-BOOK NETWORK, INC. - COMMON
KEN 29681 ###-##-#### E-BOOK NETWORK, INC. - COMMON
KENNETH 29681 ###-##-#### E-BOOK NETWORK, INC. - COMMON
PAUL 4039 ###-##-#### E-BOOK NETWORK, INC. - COMMON
TRACY 8046 ###-##-#### E-BOOK NETWORK, INC. - COMMON
CHARLES 30518 ###-##-#### E-BOOK NETWORK, INC. - COMMON
VAN 92624 ###-##-#### E-BOOK NETWORK, INC. - COMMON
7086 13-2638166 E-BOOK NETWORK, INC. - COMMON
7086 13-2638166 E-BOOK NETWORK, INC. - COMMON
7086 13-2638166 E-BOOK NETWORK, INC. - COMMON
MICHAEL G 29841 ###-##-#### E-BOOK NETWORK, INC. - COMMON
FERDINAND 70130 ###-##-#### E-BOOK NETWORK, INC. - COMMON
DAVID G 33326 ###-##-#### E-BOOK NETWORK, INC. - COMMON
KARI 4101 ###-##-#### E-BOOK NETWORK, INC. - COMMON
SIAMAK 32746 ###-##-#### E-BOOK NETWORK, INC. - COMMON
HARVEY 30329 ###-##-#### E-BOOK NETWORK, INC. - COMMON
THOMAS 12815 ###-##-#### E-BOOK NETWORK, INC. - COMMON
BERNICE 32034 ###-##-#### E-BOOK NETWORK, INC. - COMMON
EUGENE 75367 ###-##-#### E-BOOK NETWORK, INC. - COMMON
VANESSA T 30039 ###-##-#### E-BOOK NETWORK, INC. - COMMON
MELINDA JOY 30501 ###-##-#### E-BOOK NETWORK, INC. - COMMON
DIANE 33316-2655 ###-##-#### E-BOOK NETWORK, INC. - COMMON
JOHN T 30349 ###-##-#### E-BOOK NETWORK, INC. - COMMON
NORMAN 33319 ###-##-#### E-BOOK NETWORK, INC. - COMMON
CAROL J 35244 ###-##-#### E-BOOK NETWORK, INC. - COMMON
CHARLES 30909 ###-##-#### E-BOOK NETWORK, INC. - COMMON
SYLVESTER 35634 ###-##-#### E-BOOK NETWORK, INC. - COMMON
ALICE 70807 ###-##-#### E-BOOK NETWORK, INC. - COMMON
DEVIN 70807 ###-##-#### E-BOOK NETWORK, INC. - COMMON
CHARLES 70807 ###-##-#### E-BOOK NETWORK, INC. - COMMON
CHARLES 70807 ###-##-#### E-BOOK NETWORK, INC. - COMMON
MAURICE 70810 ###-##-#### E-BOOK NETWORK, INC. - COMMON
MILLIE L 70810 ###-##-#### E-BOOK NETWORK, INC. - COMMON
MARY JANE 92264 ###-##-#### E-BOOK NETWORK, INC. - COMMON
DR WILLIE M 30274 ###-##-#### E-BOOK NETWORK, INC. - COMMON
KIM 84105 ###-##-#### E-BOOK NETWORK, INC. - COMMON
LUCRICIA 33179 ###-##-#### E-BOOK NETWORK, INC. - COMMON
GENEVA 30236 ###-##-#### E-BOOK NETWORK, INC. - COMMON
MABLE 31088 ###-##-#### E-BOOK NETWORK, INC. - COMMON
CARLA 30214 ###-##-#### E-BOOK NETWORK, INC. - COMMON
DIANE 30014 ###-##-#### E-BOOK NETWORK, INC. - COMMON
ALFRED 30349 ###-##-#### E-BOOK NETWORK, INC. - COMMON
EMILY 84103 ###-##-#### E-BOOK NETWORK, INC. - COMMON
NEHIR 84103 ###-##-#### E-BOOK NETWORK, INC. - COMMON
TOM 27023 ###-##-#### E-BOOK NETWORK, INC. - COMMON
29
SCHEDULE 3
e-Book Financial Statements
30
e-BOOK NETWORK, INC.
FINANCIAL STATEMENTS
DECEMBER 31, 2002 AND 2001
31
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors and Shareholders of
e-Book Network, Inc.
14790 S.W. 21st Street
Davie, Florida 33325
I have audited the accompanying balance sheet of e-Book Network, Inc.
(a development stage company) as of December 31, 2002 and December 31, 2001 and
the related statements of operations, changes in stockholders' equity, and cash
flows for the year ended December 31, 2002, the period from inception (January
3, 2001) to December 31, 2001, and the period from inception (January 3, 2001)
to December 31, 2002. These financial statements are the responsibility of the
Company's management. My responsibility is to express an opinion on these
financial statements based on my audits.
I conducted my audit in accordance with auditing standards generally
accepted in the United States of America. Those standards require that I plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. I believe my audit provides a reasonable basis
for my opinion.
In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of e-Book Network, Inc.
(a development stage company) as of December 31, 2002 and December 31, 2001, and
the results of its operations and its cash flows for the year ended December 31,
2002, the period from inception (January 3, 2001) to December 31, 2001, and the
period from January 3, 2001 (inception) to December 31, 2002 in conformity with
accounting principles generally accepted in the United States of America.
32
The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As discussed in Note H to the
financial statements, the Company has not generated any income which raises
substantial doubt about its ability to continue as a going concern. Management's
plan in regard to these matters is also described in Note H. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
Larry Wolfe
Certified Public
Accountant
March 11, 2003
Miami, Florida
33
E-BOOK NETWORK, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
JUNE 30, 2003
(UNAUDITED)
ASSETS
CURRENT ASSETS:
Cash and Cash Equivalents $ 6,394
Loan Receivable 350
--------
Total Current Assets $ 6,744
OTHER ASSETS:
Website Costs (less accumulated amortization) 722
--------
Total Assets $ 7,466
========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts Payable $ 822
Accrued Expenses 2,416
--------
Total Current Liabilities $ 3,238
STOCKHOLDERS' EQUITY:
Capital Stock - Common, no par value, 100,000,000
shares authorized, 22,076,200 shares issued and
outstanding $ 34,943
(Deficit) Accumulated During the Development Stage (30,715)
--------
Total Stockholders' Equity 4,228
--------
Total Liabilities and Stockholders' Equity $ 7,466
========
See Accompanying Notes to Financial Statements.
34
E-BOOK NETWORK, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2003 AND 2002, AND THE
PERIOD FROM INCEPTION (JANUARY 3, 2001) TO JUNE 30, 2003
(UNAUDITED)
SIX MONTHS ENDED
---------------------------- Inception
June 30 June 30 to
2003 2002 6/30/03
------------ ------------ ------------
REVENUE $ - $ - $ -
------------ ------------ ------------
OPERATING EXPENSES:
Amortization $ 333 $ 333 $ 1,278
Hosting Fees and Other Internet Expenses 210 210 930
Office Supplies and Bank Charges 48 48 187
Organization and Start Up Costs - 5,506 8,606
Professional Fees 1,866 1,500 13,064
Rent - 639 1,065
Transfer and Filing Fees 1,521 2,900 5,069
------------ ------------ ------------
Total Operating Expenses $ 3,978 $ 11,136 $ 30,199
OTHER EXPENSES:
Interest - 237 516
------------ ------------ ------------
Income (Loss) Before Tax Provision (Credit) $ (3,978) $ (11,373) $ (30,715)
------------ ------------ ------------
PROVISION FOR INCOME TAX (CREDIT):
Federal Income Tax $ - $ - $ -
State Income Tax - - -
------------ ------------ ------------
Total Provision for Income Tax (Credit) $ - $ - $ -
------------ ------------ ------------
Net Income (Loss) $ (3,978) $ (11,373) $ (30,715)
============ ============ ============
PER SHARE INFORMATION:
Basic and Diluted Income (Loss)
Per Share $ - $ - $ -
------------ ------------ ------------
Weighted Average Shares of Common Stock 22,076,200 12,076,200 14,940,336
============ ============ ============
See Accompanying Notes to Financial Statements.
35
E-BOOK NETWORK, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED JUNE 30, 2003 AND 2002
(UNAUDITED)
THREE MONTHS ENDED
----------------------------
June 30 June 30
2003 2002
------------ ------------
REVENUE $ - $ -
------------ ------------
OPERATING EXPENSES:
Amortization $ 166 $ 166
Hosting Fees and Other Internet Expenses 105 105
Office Supplies and Bank Charges 27 4
Organization and Start Up Costs - 5,506
Professional Fees 933 750
Rent - 320
Transfer and Filing Fees 500 2,400
------------ ------------
Total Operating Expenses $ 1,731 $ 9,251
OTHER EXPENSES:
Interest - 237
------------ ------------
Income (Loss) Before Tax Provision (Credit) $ (1,731) $ (9,488)
------------ ------------
PROVISION FOR INCOME TAX (CREDIT):
Federal Income Tax $ - $ -
State Income Tax - -
------------ ------------
Total Provision for Income Tax (Credit) $ - $ -
------------ ------------
Net Income (Loss) $ (1,731) $ (9,488)
============ ============
PER SHARE INFORMATION:
Basic and Diluted Income (Loss)
Per Share $ - $ -
------------ ------------
Weighted Average Shares of Common Stock 22,076,200 12,076,200
============ ============
See Accompanying Notes to Financial Statements.
36
E-BOOK NETWORK, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2003 AND 2002, AND THE
PERIOD FROM INCEPTION (JANUARY 3, 2001) TO JUNE 30, 2003
(UNAUDITED)
SIX MONTHS ENDED
-------------------- Inception
June 30 June 30 to
2003 2002 6/30/03
-------- -------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (Loss) $ (3,978) $(11,373) $(30,715)
Adjustments to Reconcile Net Income to Net Cash
Provided by Operating Activities:
Amortization 333 333 1,278
Organization Costs Contributed by Shareholder - - 500
Common Stock Issued for Services - - 3,200
Change in Assets and Liabilities:
Increase in Notes Receivable - - (350)
Increase in Current Liabilities 177 10,051 3,238
-------- -------- --------
Net Cash (Used) by Operating Activities $ (3,468) $ (989) $(22,849)
-------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Addition to Website Costs $ - $ - $ (2,000)
-------- -------- --------
Net Cash (Used in) Investing Activities $ - $ - $ (2,000)
-------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of Common Stock for Cash $ - $ - $ 15,000
Cash Contribution by Stockholder - - 16,243
-------- -------- --------
Net Cash Provided by Financing Activities $ - $ - $ 31,243
-------- -------- --------
Net Increase (Decrease) in Cash and Cash
Equivalents $ (3,468) $ (989) $ 6,394
CASH AND CASH EQUIVALENTS AT THE BEGINNING
OF PERIOD 9,862 10,034 -0-
-------- -------- --------
CASH AND CASH EQUIVALENTS AT THE END OF PERIOD $ 6,394 $ 9,045 $ 6,394
======== ======== ========
See Accompanying Notes to Financial Statements.
37
E-BOOK NETWORK, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2003 AND 2002, AND THE
PERIOD FROM INCEPTION (JANUARY 3, 2001) TO JUNE 30, 2003
(UNAUDITED)
SIX MONTHS ENDED
----------------------------- Inception
June 30 June 30 to
2003 2002 6/30/03
------------ ------------ -----------
Additional Cash Flow Information:
Cash Paid During the Period for Interest
(Non-Capitalized) $ - $ 237 $ 516
------------ ------------ -----------
Income Taxes $ - $ - $ -
============ ============ ===========
See Accompanying Notes to Financial Statements.
38
E-BOOK NETWORK, INC.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2003
(UNAUDITED)
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the six month period ending June 30, 2003 are not
necessarily indicative of results that may be expected for the year ended
December 31, 2003.
For further information, refer to the financial statements and
footnotes thereto of the Company as of December 31, 2002 and the period from
inception (January 3, 2001) to December 31, 2002.
NOTE B - INCOME PER SHARE
Basic Earnings per Share ("EPS") is computed by dividing net income
available to common stockholders by the weighted average number of common stock
shares outstanding during the year. Diluted EPS is computed by dividing net
income available to common stockholders by the weighted average number of common
stock shares outstanding during the year plus potential dilutive instruments
such as stock options and warrants. The effect of stock options on diluted EPS
is determined through the application of the treasury stock method, whereby
proceeds received by the Company based on assumed exercises are hypothetically
used to repurchase the Company's common stock at the average market price during
the period. Loss per share is unchanged on a diluted basis since the Company has
no potentially dilutive securities outstanding.
NOTE C - GOING CONCERN
The Company's financial statements are prepared using the generally
accepted accounting principles applicable to a going concern, which contemplates
the realization of assets and liquidation of liabilities in the normal course of
business.
However, the Company has not generated any income and is unable to
predict when its operations will generate income. Also, as shown in the
accompanying financial statements, the Company incurred a net loss of $30,715
during the period January 3, 2001 (inception) to June 30, 2003. Therefore, it
will be necessary for the Company officer to advance funds to the Company until
such time as additional financing is available. There can be no assurance that
39
E-BOOK NETWORK, INC.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2003
(UNAUDITED)
the Company officer will have, or will be willing to advance funds to the
Company when the funds are required. Also, there can be no assurances that
additional financing will become available when required.
The financial statements do not include any adjustments to reflect the
possible future effects on the recoverability and classification of assets or
the amounts and classification of liabilities that may result from the possible
inability of the Company to continue as a going concern.
NOTE D - TERMINATION OF LEASE OBLIGATIONS
Effective June 30, 2002, by mutual consent, the operating sublease for
facilities and utilities from September 1, 2001 to March 1, 2005 from a related
party was terminated without cost to the Company.
40
E-BOOK NETWORK, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
DECEMBER 31, 2002 AND 2001
ASSETS
2002 2001
-------- --------
CURRENT ASSETS:
Cash and Cash Equivalents $ 9,862 $ 10,034
Loans Receivable 350 -
-------- --------
Total Current Assets $ 10,212 $ 10,034
OTHER ASSETS:
Website Costs (less accumulated amortization) 1,055 1,722
-------- --------
TOTAL ASSETS $ 11,267 $ 11,756
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts Payable $ 111 $ 516
Accrued Expenses 2,950 3,600
-------- --------
Total Current Liabilities $ 3,061 $ 4,116
-------- --------
STOCKHOLDERS' EQUITY (DEFICIT):
Capital Stock - Common, no par value, 100,000,000
shares authorized, 22,076,200 shares issued and
outstanding $ 34,943 $ 18,700
(Deficit) Accumulated During the Development
Stage (26,737) (11,060)
-------- --------
Total Stockholders' Equity (Deficit) $ 8,206 $ 7,640
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $ 11,267 $ 11,756
======== ========
See accompanying Notes to Financial Statements.
41
e-BOOK NETWORK, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2002,
FROM INCEPTION (JANUARY 3, 2001) TO DECEMBER 31, 2001, AND
FROM INCEPTION (JANUARY 3, 2001) TO DECEMBER 31, 2002
Inception Inception
Jan. 3, 2001 Jan. 3, 2001
Year Ended to to
Dec. 31, 2002 Dec. 31, 2001 Dec. 31, 2002
------------ ------------ ------------
Revenue Commission Income $ -- $ -- $ --
Operating Expenses:
Amortization 667 278 945
Bank Charges 73 -- 73
Hosting Fees 420 300 720
Office Supplies -- 66 66
Organization and Start Up Costs 5,506 3,100 8,606
Professional Fees 5,308 5,890 11,198
Rent 639 426 1,065
Transfer Fees 2,548 1,000 3,548
------------ ------------ ------------
Total Operating Expenses $ 15,161 $ 11,060 $ 26,221
Other Expenses:
Interest Expense 516 -- 516
------------ ------------ ------------
Income (Loss) Before Tax Provision (Credit) $ (15,677) $ (11,060) $ (26,737)
Provision for Income Tax (Credit)
Federal Income Tax -- -- --
State Income Tax -- -- --
------------ ------------ ------------
Total Provision for Income Tax
(Credit) $ -- $ -- $ --
------------ ------------ ------------
Net Income (Loss) $ (15,677) $ (11,060) $ (26,737)
============ ============ ============
Per Share Information:
Basic and Diluted Income (Loss) Per Share $ -- $ -- $ --
============ ============ ============
Weighted Average Shares of Common Stock
Outstanding 22,076,200 12,022,707 17,070,196
============ ============ ============
See accompanying Notes to Financial Statements
42
E-BOOK NETWORK, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY
FROM INCEPTION (JANUARY 3, 2001) TO DECEMBER 31, 2002
Total Common Stock
Stockholders' Number Accumulated
Equity of Shares Amount Deficit
---------- ---------- ---------- ----------
Issuance of Common Stock for Cash
on January 3, 2001 @ $.0005 per share $ 5,000 10,000,000 $ 5,000 $ --
Issuance of Common Stock on March 6, 2001, issued
in exchange for certain properties previously owned
by e-Miracle Network,
Inc. (See Note "B") @$.001255 per share 2,600 2,071,200 2,600 --
Issuance of Common Stock on July 12, 2001,
issued in exchange for legal fees at the fair
value of the legal fees @$.12 per share 600 5,000 600 --
Organization Costs Contributed by
Shareholder on August 13, 2001 500 -- 500 --
Issuance of Common Stock on December
20, 2001 for Cash 10,000 10,000,000 10,000 --
Net (Loss) for the Period January 3,
2001 to December 31, 2001 (11,060) -- -- (11,060)
---------- ---------- ---------- ----------
Balance at December 31, 2001 $ 7,640 22,076,200 18,700 $ (11,060)
March 29, 2002 Cash Contribution by
Shareholder 10,000 -- 10,000 --
December 31, 2002 Cash Contribution by
Shareholder 6,243 -- 6,243 --
Net (Loss) for the Year Ended
December 31, 2002 (15,677) -- -- (15,677)
---------- ---------- ---------- ----------
Balance at December 31, 2002 $ 8,206 22,076,200 $ 34,943 $ (26,737)
========== ========== ========== ==========
See accompanying Notes to Financial Statements.
43
E-BOOK NETWORK, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 2002,
FROM INCEPTION (JANUARY 3, 2001) TO DECEMBER 31, 2001, AND
FROM INCEPTION (JANUARY 3, 2001) TO DECEMBER 31, 2002
Inception Inception
Jan. 3, 2001 Jan. 3, 2001
Year Ended to to
DEC. 31, 2002 DEC. 31, 2001 DEC. 31, 2002
------------- ------------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (Loss) $(15,677) $(11,060) $(26,737)
Adjustments to Reconcile Net Income to Net Cash
Provided by Operating Activities:
Amortization 667 278 945
Organization Costs Contributed by Shareholder -- 500 500
Common Stock Issued for Organization Costs and
Licenses -- 2,600 2,600
Common Stock Issued for Legal Fees -- 600 600
Change in Assets and Liabilities:
Increase in Loans Receivable (350) -- (350)
Increase (Decrease) in Current Liabilities (1,055) 4,116 3,061
-------- -------- --------
Net Cash (Used) by Operating Activities $(16,415) $ (2,966) $(19,381)
-------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Addition to Website Costs $ -- $ (2,000) $ (2,000)
-------- -------- --------
Net Cash (Used in) Investing Activities $ -- $ (2,000) $ (2,000)
-------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of Common Stock for Cash $ -- $ 15,000 $ 15,000
Cash Contribution by Stockholder 16,243 -- 16,243
-------- -------- --------
Net Cash Provided by Financing Activities $ 16,243 $ 15,000 $ 31,243
-------- -------- --------
Net Increase (Decrease) in Cash and Cash
Equivalents $ (172) $ 10,034 $ 9,862
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF PERIOD 10,034 -0- -0-
-------- -------- --------
CASH AND CASH EQUIVALENTS AT THE END OF PERIOD $ 9,862 $ 10,034 $ 9,862
======== ======== ========
ADDITIONAL CASH FLOW INFORMATION:
Cash Paid During the Period for
Interest (non capitalized) $ 516 $ -- $ 516
======== ======== ========
Income Taxes $ -- $ -- $ --
======== ======== ========
See accompanying Notes to Financial Statements
44
E-BOOK NETWORK, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2002
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
1. ORGANIZATION AND DEVELOPMENT STAGE ACTIVITIES
The Company was incorporated in Florida on January 3, 2001 and is in
its development stage. To date, the Company's activities have been limited to
organization, capital formation, and the purchase of a website to sell a variety
of books and reading material.
The Company intends to participate in the VSTORE Virtual Storefront
Network. This participation will allow the Company to set up a storefront to
market products that will be owned, billed, and shipped by VSTORE. The Company
will be paid a commission on any orders that have been delivered and are no
longer covered by the VSTORE return program (usually 30 days from the date of
delivery). VSTORE commissions range from 5% to 20%. Each product has its own
unique commission amount and this can change depending on availability and
pricing.
e-Book Network, Inc. is one of a group of thirteen (13) commonly owned
companies formed or to be formed in connection with the Plan of Reorganization
(amended) of e-Miracle Network, Inc. Debtor. The amended Plan of Reorganization
of e-Miracle Network, Inc. was approved by the United States Bankruptcy Court,
Southern District of Florida, Miami Division, on March 6, 2001. In addition to
certain payment plans and distribution of stock in the Reorganized Debtor
(e-Miracle Network, Inc.), the investor group and creditors of the debtor will
be entitled to distribution of stock in thirteen (13) separate companies formed
to support the Debtor's (e-Miracle Network, Inc.) reorganization and product
sales. The plan provides the stock will be issued pursuant to the exemption from
registration set forth in 11 U.S.C. ss.1145 and pursuant to Section 3(a)(7) of
the Securities Act of 1933 as amended. Under the plan, the investors group has
agreed to invest $5,000 to $10,000 per entity to complete their business model,
facilitate operations and to complete research and development. e-Miracle
Network, Inc. (the Reorganized Debtor) will enter into marketing agreements with
these companies. If these entities complete research and development, the
investor group will make available to these entities one line of credit of
$250,000 for working capital as needed once these entities begin business
operations.
2. INTANGIBLE ASSETS
The Company makes reviews for the impairment of long-lived assets and
certain identifiable intangibles whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable. Under SFAS
No. 121, an impairment loss would be recognized when estimated future cash flows
expected to result from the use of the asset and its
45
E-BOOK NETWORK, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2002
eventual disposition is less than its carrying amount. No such impairment losses
have been identified by the Company to date.
Intangible assets at the balance sheet date consist of a website that
is carried at cost. The Company amortizes this asset on a straight-line basis
over three years. The website was purchased from an entity that is considered to
be a related party. (See Note C.)
3. INCOME PER SHARE
Basic Earnings per Share ("EPS") is computed by dividing net income
available to common stockholders by the weighted average number of common stock
shares outstanding during the year. Diluted EPS is computed by dividing net
income available to common stockholders by the weighted average number of common
stock shares outstanding during the year plus potential dilutive instruments
such as stock options and warrants. The effect of stock options on diluted EPS
is determined through the application of the treasury stock method, whereby
proceeds received by the Company based on assumed exercises are hypothetically
used to repurchase the Company's common stock at the average market price during
the period. Loss per share is unchanged on a diluted basis since the Company has
no potentially dilutive securities outstanding.
4. CASH
For purposes of the statement of cash flows, the Company considers all
highly liquid debt instruments purchased with a maturity of three months or less
to be cash equivalents.
5. USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates. The most
significant estimates included in the preparation of the financial statements
are related to income taxes and asset lives.
6. FINANCIAL INSTRUMENTS
The Company's short-term financial instruments consist of cash and cash
equivalents, accounts receivable and accounts payable. The carrying amounts of
these financial instruments approximates fair value because of their short-term
maturities. Financial instruments that potentially subject the Company to a
concentration of credit risk consist principally of cash.
46
E-BOOK NETWORK, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2002
During the period the Company did not maintain cash deposits at financial
institutions in excess of the $100,000 limit covered by the Federal Deposit
Insurance Corporation. The Company does not hold or issue financial instruments
for trading purposes nor does it hold or issue interest rate or leveraged
derivative financial instruments.
7. STOCK-BASED COMPENSATION
The Company adopted Statement of Financial Accounting Standard No. 123
(FAS 123), Accounting for Stock-Based Compensation beginning with the Company's
existence. Upon adoption of FAS 123, the Company continued to measure
compensation expense for its stock-based employee compensation plans using the
intrinsic value method prescribed by APB No. 25, Accounting for Stock Issued to
Employees. The Company did not pay any stock-based compensation during the
period presented.
8. COMPREHENSIVE INCOME
SFAS No. 130, "Reporting Comprehensive Income", establishes guidelines
for all items that are to be recognized under accounting standards as components
of comprehensive income to be reported in the financial statements. To date, the
Company has not engaged in transactions which would result in any significant
difference between its reported net loss and comprehensive net loss as defined
in the statement.
9. COSTS OF COMPUTER SOFTWARE
In March 1998, the American Institute of Certified Public Accountants
issued Statement of Position 98-1, Accounting for the Costs of Computer Software
Developed or Obtained for Internal Use ("SOP 98-1"). SOP 98-1 provides
authoritative guidance on when internal-use software costs should be capitalized
and when these costs should be expenses as incurred.
Effective January 3, 2001, the Company adopted SOP 98-1, however, the
Company has not incurred costs to date which would require evaluation in
accordance with the SOP.
10. SEGMENTS
Effective January 3, 2001, the Company adopted SFAS No. 131,
Disclosures About Segments of an Enterprise and Related Information ("SFAS
131"). SFAS 131 superseded SFAS No. 14, Financial Reporting for Segments of a
Business Enterprise. SFAS 131 establishes standards for the way that public
business enterprises report information about operating
47
E-BOOK NETWORK, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2002
segments in annual financial statements and requires that those enterprises
report selected information about operating segments in interim financial
reports. SFAS 131 also establishes standards for related disclosures about
products and services, geographic areas, and major customers. The adoption of
SFAS 13 did not affect results of operations or financial position.
11. PENSIONS AND OTHER POST-RETIREMENT BENEFITS
Effective January 3, 2001, the Company adopted the provisions of SFAS
No. 132, Employers' Disclosures about Pensions and other Post-Retirement
Benefits ("SFAS 132"). SFAS 132 supersedes the disclosure requirements in SFAS
No. 87, Employers' Accounting for Pensions, and SFAS No. 106, Employers'
Accounting for Post-Retirement Benefits Other Than Pensions. The overall
objective of SFAS 132 is to improve and standardize disclosures about pensions
and other post-retirement benefits and to make the required information more
understandable. The adoption of SFAS 132 did not affect results of operations or
financial position.
The Company has not initiated benefit plans to date which would require
disclosure under the statement.
12. DERIVATIVE INSTRUMENTS
In June 1998, the Financial Accounting Standards Board issued SFAS No.
133, Accounting for Derivative Instruments and Hedging Activities ("SFAS 133"),
which is required to be adopted in years beginning after June 15, 1999. SFAS 133
will require the Company to recognize all derivatives on the balance sheet at
fair value. Derivatives that are not hedges must be adjusted to fair value
through income. If the derivative is a hedge, depending on the nature of the
hedge, changes in the fair value of derivatives will either be offset against
the change in fair value of hedged assets, liabilities, or firm commitments
through earnings or recognized in other comprehensive income until the hedged
item is recognized in earnings. The ineffective portion of a derivative's change
in fair value will be immediately recognized in earnings. The Company has not
yet determined what the effect of SFAS 133 will be on earnings and the financial
position of the Company, however, it believes that it has not to date engaged in
significant transactions encompassed by the statement.
13. ADVERTISING COSTS
Advertising costs generally will be charged to operations in the year
incurred. The Company has not incurred any advertising costs from its inception
to December 31, 2002.
48
E-BOOK NETWORK, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2002
14. START-UP AND ORGANIZATION COSTS
Start-up and organization costs are accounted for under the provisions
of the American Institute of Certified Public Accountants' Statement of Position
(SOP) 98-5, "Reporting on the Costs of Start-up Activities". Adopted by the
Company at its inception, SOP 98-5 provides guidance on the financial reporting
of start-up and organization costs and requires such costs to be expensed as
incurred. The Company has charged $8,606 of organization costs and $3,548 of
transfer costs to operations during the period ended December 31, 2002.
15. REVENUE RECOGNITION
Commission income from product sales is recognized when the related
goods are delivered by VSTORE Virtual Storefront Network and the goods are no
longer covered by their return program which is usually 30 days from the date of
delivery. (See Note A-1.) The Company did not earn any revenue through December
31, 2002.
16. BUSINESS CONCENTRATIONS
Commission income of the Company is dependent upon the sales of
children's games, arts and crafts, toys and related products on the internet
and, therefore, are subject upon the economic conditions of the internet market
place. Changes in this industry may significantly affect management's estimates
and the Company's performance.
17. INCOME TAXES
The Company adopted Statement of Financial Accounting Standards No.
109, "Accounting for Income Taxes", effective January 3, 2001. Under SFAS,
deferred tax assets and liabilities are determined based on differences between
the financial reporting and tax basis of assets and liabilities and are measured
by applying enacted tax rates and laws to taxable years in which such
differences are expected to reverse.
NOTE B - STOCKHOLDERS' EQUITY
On January 3, 2001, the Company issued 10,000,000 shares of its no par
value common stock for $5,000 in cash to its founder, Susan Parker.
During March 2001, the Company issued 2,071,200 shares of its no par
value common stock in connection with the Amended Plan of Reorganization of
e-Miracle Network, Inc. which is described in Note A-1. These shares were valued
at $2,600. (The business concept services are valued at $1,600 and the license
to use the name "e-Book Network" is valued at $1,000. The price was based upon
the estimated values without independent appraisal.)
49
E-BOOK NETWORK, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2002
On July 12, 2001, the Company issued 5,000 shares of its no par value
common stock for legal services. The fair value of the legal services performed
amounted to $600.
During August 2001, a shareholder contributed $500 in organization
costs. The shareholder does not expect repayment of the expenses paid and the
Company is not obligated to make such repayment, therefore, the Company has
recorded the expenses as a contribution to its capital by the shareholder.
On December 20, 2001, the Company issued 10,000,000 shares of its no
par value common stock for $10,000 in cash to its founder, Susan Parker.
On December 31, 2002 $6,243 was contributed by a stockholder.
NOTE C - RELATED PARTY TRANSACTIONS
The Company acquired its website for $2,000 from an entity that is
considered to be a related party. This entity will provide website hosting on a
month to month agreement at a cost of $75 per month. Effective September 1,
2001, the Company signed a sublease agreement to lease office space and
utilities for a period of 42 months at $100 per month from an entity that is
considered to be a related party. The lease was terminated January 31, 2002. The
Company owed related parties $105 at December 31, 2002.
The officer and director of the Company is involved in other business
activities and may become involved in other business activities in the future.
Such business activities may conflict with the activities of the Company. The
Company has not formulated a policy for the resolution of any such conflicts
that may arise.
NOTE D - WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional
shares of common stock.
NOTE E - INCOME TAXES
The provision (credit) for income taxes consists of the following:
50
E-BOOK NETWORK, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2002
Inception Inception
Jan. 3, 2001 Jan. 3, 2001
Year Ended to to
DEC. 31, 2002 DEC. 31, 2001 DEC. 31, 2002
------------- ------------- -------------
Federal $(2,223) $(1,568) $(3,791)
State (862) (608) (1,470)
------- ------- -------
Subtotal $(3,085) $(2,176) $(5,261)
Less: Company tax benefits dependent upon future
taxable earnings and not recognized at this time 3,085 2,176 5,261
------- ------- -------
Total $ -0- $ -0- $ -0-
------- ------- -------
Current $(2,341) $(1,689) $(4,030)
Deferred (744) (487) (1,231)
------- ------- -------
(3,085) $(2,176) $(5,261)
Less: Company tax benefits not recognized at
this time 3,085 2,176 5,261
------- ------- -------
Total $ -0- $ -0- $ -0-
------- ------- -------
Deferred income taxes arise primarily due to temporary differences in
recognizing certain revenues and expenses for tax purposes, and the expected use
of tax loss carryforwards in future periods. The net deferred tax assets at
December 31, 2002 was composed of:
Organization and start-up costs are expensed for financial
statement purposes and are amortizable over 60 months
for tax purposes $ 1,231
----------
Total gross deferred tax asset $ 1,231
Less - Valuation allowance 1,231
----------
Net Deferred Tax Assets $ -0-
==========
A valuation allowance is provided to reduce the deferred tax asset to a
level which, more likely than not, will be realized. The net deferred tax assets
reflect management's assessment of the amount which will be realized from future
taxable earnings on alternative tax strategies. The valuation allowance was
increased by $257 during the year ended December 31, 2002, $487 for the period
January 3, 2001 (inception) to December 31, 2001, and increased by approximately
$744 during the period January 3, 2001 (inception) to December 31, 2002.
51
E-BOOK NETWORK, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2002
At December 31, 2002, the Company had approximately $ 27,000 of Federal
and State net operating loss carryforwards available to offset future taxable
income for financial statement purposes. For tax purposes, the Company had
approximately $20,483 of Federal and State net operating loss carryforwards. The
State loss carryforward is available indefinitely. The Federal net operating
loss carryforward will begin expiring in the year 2021.
Total Federal tax expense (credit) differed from the amount computed by
applying the U.S. Federal income tax rate of 34% to income (loss) from
continuing operations before income tax for the following reasons:
Inception Inception
Percent Jan. 3, 2001 Percent Jan. 3, 2001 Percent
of Pre-Tax to of Pre-Tax to of Pre-Tax
DEC. 31, 2002 (LOSS) DEC. 31, 2001 (LOSS) DEC. 31, 2002 (LOSS)
------------- ------ ------------- ------ ------------- ------
Income (loss) before
provision (credit)
for income taxes $(15,677) (100) % $(11,060) (100)% $(26,737) (100)%
-------- -------- -------- -------- -------- --------
Computed expected
tax expense (credit) $ (5,330) (34)% $ (3,760) (34)% $ (9,090) (34)%
Federal tax (benefit)
of State income tax 314 2 207 2 521 2
Sur Tax Exemption 2,793 18 1,985 18 4,778 18
-------- -------- -------- -------- -------- --------
Subtotal $ (2,223) (14)% $ (1,568) (14)% $ (3,791) 14%
Less: Tax benefits not
recognized for
financial reporting
purposes 2,233 14 1,568 14 3,791 14
-------- -------- -------- -------- -------- --------
Actual Federal income
tax expense (credit) $ -- --% $ -- --% $ -- --%
-------- -------- -------- -------- -------- --------
52
E-BOOK NETWORK, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2002
NOTE F - SUBSEQUENT EVENTS, COMMITMENTS AND OTHER MATTERS
The Company does not carry general and product liability insurance at
this time and is effectively self-insured. This matter is expected to be
revisited by the Company once business operations commence.
NOTE G - TERMINATION OF LEASE OBLIGATIONS
Effective January 31, 2002, by mutual consent, the operating sublease
for facilities and utilities from September 1, 2001 to March 1, 2005 from a
related party was terminated without cost to the Company.
NOTE H - GOING CONCERN
The Company's financial statements are prepared using the generally
accepted accounting principles applicable to a going concern, which contemplates
the realization of assets and liquidation of liabilities in the normal course of
business.
However, the Company has not generated any income and is unable to
predict when its operations will generate income. Also, as shown in the
accompanying financial statements, the Company incurred a net loss of $26,737
during the period January 3, 2001 (inception) to December 31, 2002. Therefore,
it will be necessary for the Company officer to advance funds to the Company
until such time as additional financing is available. There can be no assurance
that the Company officer will have, or will be willing to advance funds to the
Company when the funds are required. Also, there can be no assurances that
additional financing will become available when required.
53
SCHEDULE 4
THIS SCHEDULE IS ON FILE AT THE OFFICES OF SINOFRESH CORP., AND MAY BE VIEWED
UPON REQUEST.
54
