6
EXHIBIT 99.1
STOCK ACQUISITION AGREEMENT
AGREEMENT dated October 29, 1999, between Xxx Xxxxx, as agent
for certain principals, whose names and addresses are attached hereto
as "Exhibit A" (hereinafter collectively referred to as the "Buyer")
and Phoenix Resources Technologies, Inc., a Nevada corporation
(hereinafter the "Company").
This Agreement sets forth the terms and conditions upon which
the Company is today selling to the Buyer, and the Buyer is today
purchasing from the Company 9,000,000 post reverse split "restricted"
shares of common stock (the "Shares"), $0.001 par value per share, when
issued will represent approximately 95.7% of the issued and outstanding
shares of capital stock of the Company.
In consideration of the mutual agreement contained herein,
the parties hereby agree as follows:
I. SALES OF THE SHARES.
1.01 Shares being Sold. Subject to the terms and conditions
of this Agreement, the Company is selling and delivering the Shares to
the Buyer at the closing provided for in Section 1.03 hereof (the
"Closing"), free and clear of all liens, charges, or encumbrances of
whatsoever nature.
1.02 Consideration. At the Closing, the Buyer is delivering
to the Company US$300,000 which will be wire transferred to the account
of Xxxxxx Xxxxx, attorney at law as escrow agent.
1.03 Closing. The Closing of the transactions provided for
in this Agreement is taking place upon satisfaction of terms set forth
in paragraph 1.04.
1.04 Escrow. The Buyer will deliver to Xxxxxx Xxxxx,
attorney at law, as escrow agent, ("Escrow Agent") the sum of
US$300,000 as follows: US$100,000 on December 6, 1999 and the balance
of $200,000 on or before April 1, 2000. Upon execution of this
agreement, the 9,000,000 shares of common stock will be issued and held
by Xxxxxx Xxxxx, Attorney at Law, as Escrow Agent pending receipt of
$300,000. Said shares will be released on a prorated basis as full or
partial payments are received. In no event will more than 2,000,000
shares be released until payment is made in full.
1.05 Reverse Stock Split. Prior to Closing, the Company has
cause the issued and outstanding shares of the Company's common stock
to be reverse-split on that basis on 1 for 100. All shares to be
issued to the Buyer will be on a post reverse-split basis.
II. RELATED TRANSACTIONS.
2.01 Finder. There are no finders with respect to the
transaction contemplated herein with the exception of Xxxxxx Xxxxxx who
has been paid a fee of $15,000.
7
III. REPRESENTATIONS AND WARRANTIES BY THE COMPANY.
The Company hereby jointly and severally represent and
warrant as follows:
3.01 Organization, Capitalization, etc.
(a) The Company is a corporation duly organized,
validly existing, and in good standing under the laws of the state
of Nevada, and is qualified to transact business in no other
state.
(b) The authorized capital stock of the Company
consists of 100,000,000 shares, $0.001 par value per share,
27,000,000 pre-split shares of which are validly issued and
outstanding, fully paid and nonassessable. All of the shares
owned by the Company are owned free and clear of any liens,
claims, options, charges, restrictions, or encumbrances of
whatsoever nature. The Company have the unqualified right to
sell, assign, and deliver the Shares, and, upon consummation of
the transactions contemplated by this Agreement, the Buyer will
acquire good and valid title to the Shares, free and clear of all
liens, claims, options, charges, restrictions, and encumbrances of
whatsoever nature. The Shares being acquired by the Buyers from
the Company are "restricted securities" as that term is defined in
Rule 144 of the Securities Act of 1933 (the "Act") and will
contain an appropriate legend as to the foregoing. There are no
outstanding options or other agreements of any nature whatsoever
relating to the issuance by the Company of any shares of its
capital stock.
(c) The Company has the corporate power and authority
to carry on its business as presently conducted.
3.02 No Violation. Neither the execution and delivery of
this Agreement nor the consummation of the transactions contemplated
hereby will constitute a violation or default under any term or
provision of the Certificate of Incorporation or Bylaws of the Company,
or of any contract, commitment, indenture, other agreement or
restriction of any kind or character to which the Company or any of the
Company is a party or by which the Company or any of the Company is
bound.
3.03 Financial Statement. The Company have delivered to the
Buyer all financial statements (audited and unaudited) that have been
filed with the United States Securities and Exchange Commission.
3.04 Tax Returns. The Company has duly filed all tax reports
and returns required to be filed by it and has fully paid all taxes and
other charges claimed to be due from it by federal, state, or local
taxing authorities (including without limitation those due in respect
of its properties, income, franchises, licenses, sales, and
payrolls);there are no liens upon any of the Company's property or
assets; there are not now any pending questions relating to, or claims
asserted for, taxes or assessments asserted against the Company.
8
3.05 Title to Properties; Encumbrances. The Company owns no
property, either real or personal.
3.06 Accounts Receivable. The Company owns no accounts
receivable.
3.07 Liabilities. The Company has no liabilities except 1)
a judgment in the amount of approximately $313,276 which will be paid
and released of record prior to November 6, 1999; and 2) a judgment in
the amount of $3,177,300.74 which is subject to a Forbearance Agreement
with the judgment creditor. The Company will pay $100,000 to the
judgment creditor as required by the Forbearance Agreement as amended
from the proceeds paid by the Buyer. Satisfactory evidence of the
release and satisfaction of the judgment will be presented by the
Company and reflect that the same has been filed with the Court where
the judgment was rendered and satisfactory evidence will be obtained by
the Company and delivered to the Buyer to reflect that the
consideration for the Forbearance Agreement has been paid in full.
3.08 Absence of Certain Changes. The Company has not since
inception committed any of the following acts since inception except as
disclosed in filings made with the Securities and Exchange Commission:
(a) Suffered any material adverse change in financial
condition, assets, liabilities, business, or prospects;
(b) Incurred any obligation or liability (whether
absolute, accrued, contingent, or otherwise) other than in the
ordinary course of business and consistent with past practice;
(c) Paid any claim or discharged or satisfied any lien
or encumbrance or paid or satisfied any liability (whether
absolute, accrued, contingent, or otherwise) other than
liabilities shown or reflected in the Company's financial
statements, in the ordinary course of business and consistent with
past practices;
(d) Permitted or allowed any of its assets, tangible or
intangible, to be mortgaged, pledged, or subjected to any liens or
encumbrances;
(e) Written down the value of any inventory or written-
off as uncollectible any notes or accounts receivable or any
portion thereof;
(f) Cancelled any other debts or claims or waived any
rights of substantial value, or sold or transferred any of its
assets or properties, tangible or intangible, other than sales of
inventory or merchandise made in the ordinary course of business
and consistent with past practice;
(g) Made any capital expenditures or commitments for
additions to property, plant or equipment;
9
(h) Declared, paid, or set aside for payment to its
stockholders any dividend or other distribution in respect of its
capital stock or redeemed or purchased or otherwise acquired any
of its capital stock or any options relating thereto or agreed to
take any such action;
(i) Made any material change in any method of
accounting or accounting practice.
3.09 Litigation. There are no actions, proceedings, or
investigations pending or, to the knowledge of the Company, threatened
against the Company, and the Company know or have any reason to know of
any basis for any such action, proceeding, or investigation, except as
disclosed in Section 3.07 above. There is no event or condition of any
kind or character pertaining to the business, assets, or prospects of
the Company that may materially and adversely affect such business,
assets or prospects.
3.10 Disclosure. The Company has disclosed to the Buyer all
facts material to the assets, prospects, and business of the Company.
No representation or warranty by the Company contained in this
Agreement, and no statement contained in any instrument, list,
certificate, or writing furnished to the Buyer pursuant to the
provisions hereof or in connection with the transaction contemplated
hereby, contains any untrue statement of a material fact or omits to
state a material fact necessary in order to make the statements
contained herein or therein not misleading or necessary in order to
provide a prospective purchaser of the business of the Company with
proper information as to the Company and its affairs.
3.11 SEC Filings. The Company files reports with the
Securities and Exchange Commission (hereinafter the "SEC") and is
current in all respects with its reporting obligations, including, but
not limited to those required by Section 16(a) of the Securities
Exchange Act of 0000 (xxx "Xxxxxxxx Xxx").
3.12 Bulletin Board Listing. The Company's common stock is
currently traded on the Bulletin Board operated by the National
Association of Securities Dealers, Inc. (the "Bulletin Board") under
the symbol "PRTI." The common stock will be trading on the Bulletin
Board at Closing and the Company warrants that this transaction will
not cause the shares of common stock to be delisted from the Bulletin
Board and the Company will take all steps necessary to assure that the
Company's common stock will continue to trade thereon.
IV. REPRESENTATIONS AND WARRANTIES BY THE BUYER.
The Buyer hereby represents and warrants as follows:
4.01 Organization, etc. The Buyer is an agent acting on
behalf of certain principals and represents that he has full authority
to act on their behalf.
4.02 Authority. The execution and delivery of this Agreement
by the Buyer and the consummation by the Buyer of the transactions
contemplated hereby have been duly authorized by the Buyers.
10
4.03 Representations Regarding the Acquisition of the Shares.
(a) The Buyer understands that the SHARES HAVE NOT BEEN
APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES AGENCIES;
(b) The Buyer is not an underwriter and is acquiring
the Seller's Shares solely for investment for the account of the
Buyers and not with a view to, or for, resale in connection with
any distribution with in the meaning of the federal securities
act, the state securities acts or any other applicable state
securities acts;
(c) The Buyer understands the speculative nature and
risks of investments associated with the Company and confirms that
the Shares are suitable and consistent with his or her investment
program and that his or her financial position enables him or her
to bear the risks of this investment; and that there may not be
any public market for the Shares subscribed for herein;
(d) The Shares subscribed for herein may not be
transferred, encumbered, sold, hypothecated, or otherwise disposed
of to any person, without the express prior written consent of the
Company and the prior opinion of counsel for the Company that such
disposition will not violate federal and/or state securities acts.
Disposition shall include, but is not limited to acts of selling,
assigning, transferring, pledging, encumbering, hypothecating,
gibing, and any form of conveying, whether voluntary or not;
(e) To the extent that any federal, and/or state
securities laws shall require, the Buyer hereby agrees that any
Shares acquired pursuant to this Agreement shall be without
preference as to assets;
(f) The Company or the Company are under no obligation
to register or seek an exemption under any federal and/or state
securities acts for any stock of the Company or to cause or permit
such stock to be transferred in the absence of any such
registration or exemption and that the Buyer herein must hold such
stock indefinitely unless such stock is subsequently registered
under any federal and/or state securities acts or an exemption
from registration is available;
(g) The Buyer represents that it is sophisticated and
has had the opportunity to ask questions of the Company and the
Seller and receive additional information from the Company and the
Company to the extent that the Company and the Company possessed
such information, or could acquire it without unreasonable effort
or expense necessary to evaluate the merits and risks of any
investment in the Company. Further, the Buyer has been given: (1)
All material books and records of the Company; (2) all material
contracts and documents relating to the Company and this proposed
transaction; (3) an opportunity to question the Company and the
appropriate executive officers of the Company; and, (4) has
received and reviewed all reports filed with the Securities and
Exchange Commission.
11
(h) The Buyer has satisfied the suitability standards
imposed by the laws of his/hers/its domicile. The Shares being
acquired from the Company have not been registered under federal,
state or foreign laws.
V. SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION.
5.01 Survival of Representations. All representations,
warranties, and agreements made by any party in this Agreement or
pursuant hereto shall survive the execution and delivery hereof and any
investigation at any time made by or on behalf of any party.
5.02 Indemnification. The Company, jointly and severally,
agrees to indemnify the Buyer and hold it harmless from and in respect
of any assessment, loss, damage, liability, cost, and expense
(including without limitation interest, penalties, and reasonable
attorneys' fees) in excess of $100 in the aggregate, imposed upon or
incurred by the Buyer resulting from a breach of any agreement,
representation, or warranty of the Company. Assertion by the Buyer of
their right to indemnification under this Section 5.02 shall not
preclude the assertion by the Buyer of any other rights or the seeking
of any other remedies against the Company.
VI. MISCELLANEOUS.
6.01 Expenses. All fees and expenses incurred by the Company
in connection with the transactions contemplated by this Agreement
shall be borne by the respective parties hereto.
6.02 Further Assurances. From time to time, at the Buyer's
request and without further consideration, the Company, at its own
expense, will execute and transfer such documents and will take such
action as the Buyer may reasonably request in order to effectively
consummate the transactions herein contemplated.
6.03 Parties in Interest. All the terms and provisions of
this Agreement shall be binding upon, shall inure to the benefit of,
and shall be enforceable by the prospective heirs, beneficiaries,
representatives, successors, and assigns of the parties hereto.
6.04 Shares to Price. On April 1, 2000, the Company will
issued 300,000 "restricted" shares of common stock to Xxxxxx Xxxxx in
consideration of services rendered in connection with this transaction.
The foregoing shares may not be registered and may only be sold in
compliance with Reg. 144 of the Securities Act of 1933.
6.05 Resignations. On or before November 3, 1999, the
current officers and directors of the Company will resign and cause of
the persons, whose names and addresses are attached hereto as "Exhibit
B", to be appointed to the Company's Board of Directors.
6.06 Prior Agreements; Amendments. This Agreement supersedes
all prior agreements and understandings between the parties with
respect to the subject matter hereof. This Agreement may be amended
only by a written instrument duly executed by the parties hereto or
their respective successors or assigns.
12
6.07 Headings. The section and paragraph headings contained
in this Agreement are for reference purposes only and shall not affect
in any way the meaning or interpretations of this Agreement.
6.08 Governing Law. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the state of
Nevada, without regard to its conflict-of-laws rules and venue of any
actions brought under this Agreement will be in the federal or state
courts of Nevada.
6.09 Notices. All notices, requests, demands, and other
communications hereunder shall be in writing and shall be deemed to
have been duly given if delivered or mailed (registered or certified
mail, postage prepaid, return receipt requested) as follows:
If to the Company: Xxxxxx Xxxxx, Attorney at Law
00000 Xxxxxxx Xxxxx Xxxxx
Xxxxxxx, Xxxxxxxxx 00000
Tel: (000) 000-0000
If to the Buyer: Xxx Xxxxx
240 - 00000 000xx Xxxxxx
Xxxxx Xxxxx, Xxxxxxx Xxxxxxxx
Xxxxxx X0X 0X0
Tel: (000) 000-0000
6.10 Agent. The Company, hereby expressly authorizes Xxxxxx
Xxxxx to have full authority to execute all documents and receive and
disburse all monies referred to herein and deliver the Shares described
herein.
6.11 Effect. In the event any portion of this Agreement is
deemed to be null and void under any state or federal law, all other
portions and provisions not deemed void or voidable shall be given full
force and effect.
6.12 Counterparts. This Agreement may be executed
simultaneously in several counterparts, each of which shall be deemed
an original, but all of which together shall constitute one and the
same instrument.
6.13 Default. In the event that the Buyer defaults on the
payments described herein, the Seller has the right to terminate this
agreement by written notice to the Buyer. Upon receipt of said notice,
Buyer will return any unsold portion of the 9,000,000 shares to the
Company. Any money paid by Buyer will be forfeited as total liquidated
damages and the Company will not seek nor be entitled to any further
damages.
IN WITNESS WHEREOF, this Agreement has been duly executed and
delivered by the Company and the Buyer, on the date first above
written.
13
BUYER:
/s/ Xxx Xxxxx
Xxx Xxxxx, Agent
COMPANY:
Phoenix Resources Technologies, Inc.
BY: /s/ Xxxxxxx Xxxxxxx
Xxxxxxx Xxxxxxx, President
Exhibit A
As referenced in STOCK ACQUISITION AGREEMENT
Name and Address Shares
Wealthy Investor Network Inc 7,290,000
(Xxx Xxxxx)
000-00000 000xx Xxxxxx
Xxxxx Xxxxx, XX
Xxxxxx X0X 0X0
Xxxxx Xxxx Xxxx 250,000
0000 00xx Xxxxxx
Xxxxxxx, XX
Xxxxxx X0X 0X0
Xxxx Xxxxx 250,000
0000 Xxxxx Xxxx
Xxxxxxx, XX
Xxxxxx X0X 0X0
Xxxx Xxxxx 100,000
0000 Xxxxx Xxxx
Xxxxxxx, XX
Xxxxxx X0X 0X0
Xxxxxx Xxxxx 100,000
0000 Xxxxx Xxxx
Xxxxxxx, XX
Xxxxxx X0X 0X0
Xxxxx Xxxxx 100,000
0000 Xxxxx Xxxx
Xxxxxxx, XX
Xxxxxx X0X 0X0
Xxxxxxxx Xxxxx Xxxxx 100,000
0000 000xx Xxxxxx
Xxxxxx, XX
X0X-0X0
9
Vercelli Holdings, S.A. 400,000
(Xxxx X. Xxxxx)
XX Xxx 00
Xxxxxxxxx Xxxxxxxx
Xxxxx Xxxxxx
Xxxxx Xxxx
Turks & Caicos Islands
Raven Capital Corp. 200,000
(Xxxx Xxxxxx)
000 Xxxx Xxxx Xxxxx
Xxxxxx Xx. Xxxxx
PO Box N-10850
Nassau, Bahamas
Xxxxxx Xxxxx 25,000
0000 Xxxxxxx Xx.
Xx. Xxxxxxxxx
Xxxxxx X0X 0X0
Xxxxx Xxxxx 25,000
00000 Xxxxx Xxxx
Xxxxxx, XX
Xxxxxx X0X 0X0
Xxxxx Xxxxxx 5,000
000-000 X. Xxxxxxxx
Xxxxxxxxx, XX
Xxxxxx X0X 0X0
Xxx Xxxxxxxxxx 150,000
00 0000 Xxxxxxx Xx. X.X.
Xxxxxxx, XX
Xxxxxx X0X 0X0
Xxx Xxxxxxxx 5,000
000 0000 Xxxxxx Xx.
Xxxxxxxxx, XX
Xxxxxx X0X 0X0
Exhibit B
As referenced in STOCK ACQUISITION AGREEMENT
Xxx Xxxxx
000-00000 000xx Xxxxxx
Xxxxx Xxxxx, XX
Xxxxxx X0X 0X0
Xxxxxx Xxxxx
0000 Xxxxxxx Xx.
Xx. Xxxxxxxxx
Xxxxxx X0X 0X0
Xxxxx Xxxxx
00000 Xxxxx Xxxx
Xxxxxx, XX
Xxxxxx X0X 0X0
