ACQUISITION AGREEMENT
This ACQUISITION AGREEMENT (the "AGREEMENT") dated as of March 15, 2006
by, between and among
KMA Global Solutions International, Inc., a corporation organized under
the laws of the State of Nevada ("KMA INTERNATIONAL"), with the address c/o Xxxx
Xxxxxxx, 00 Xxxxxxxxx Xxxx, Xxxxx 00, Xxxxxxx, Xxxxxxx, X0X 0X0,
KMA Global Solutions, Inc., a corporation organized under the laws of the
Province of Ontario, Canada, with the address 0000X Xxxxxxx Xxxx, Xxxxxxxxxxx,
Xxxxxxx X0X 0X0 ("XXX (XXXXXX)"), and
The persons listed in Schedule 0 xxxxxxx xxxxxx (xxxx, x "XXX (XXXXXX)
STOCKHOLDER" and, collectively, the "KMA (CANADA) STOCKHOLDERS").
WITNESSETH:
WHEREAS, KMA International entered into a merger transaction (the
"MERGER") with Espo's, Ltd., a corporation formed under the laws of the State of
New York ("ESPO'S"), in order to effect the change of state of incorporation of
Espo's Ltd., and KMA International was the surviving corporation
WHEREAS, certain KMA (Canada) Stockholders hold 4,225,427 shares of KMA
International common stock, par value $.001 per share (the "KMA INTERNATIONAL
COMMON STOCK") as a result of the Merger and pursuant to a Stock Purchase
Agreement dated March 7, 2006, by and between Espo's, certain shareholders of
Espo's and 2095511 Ontario Limited., a limited corporation formed under the laws
of the Province of Ontario, Canada , as representative of and agent under a
power of attorney for of said KMA (Canada) Stockholders, (the "STOCK PURCHASE
AGREEMENT"); and
WHEREAS, the KMA (Canada) Stockholders own 314,400 shares (the "TARGET
SHARES") of KMA common stock, no par value, said Target Shares constituting all
of the issued and outstanding common stock of KMA; and
WHEREAS, the KMA (Canada) Stockholders desire to sell and KMA
International desires to purchase all of the Target Shares; and
NOW THEREFORE, in consideration of the premises and of the mutual
covenants and other good and valuable consideration, the receipt of which is
hereby acknowledged, the parties hereby agree as follows:
1. PURCHASE AND SALE. On the terms and conditions set forth herein, each of
the KMA (Canada) Stockholders hereby agree to sell to KMA International and KMA
International hereby agrees to buy from the each of the KMA (Canada)
Stockholders, the Target Shares owned by each of the KMA (Canada) Stockholders
as set forth on Schedule 1, attached hereto.
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2. PURCHASE PRICE AND ISSUANCE OF SHARES. As consideration for its purchase
of the Target Shares, KMA International is issuing an aggregate of 314,400
shares of KMA International common stock, par value $.001 per share (the "KMA
INTERNATIONAL SHARES") to KMA (Canada) Stockholders at the rate of one (1) KMA
International Share for each Target Share. The KMA International Shares will be
issued to each KMA (Canada) Stockholder or his or her designee in accordance
with Schedule 1, attached hereto. No fractional shares of the KMA International
Shares will be issued to any KMA(Canada) Stockholder entitled to receive said
shares and the number of shares issued to a KMA (Canada) Stockholder entitled to
a fractional share shall be rounded up or down to the nearest whole share.
3. REPRESENTATIONS AND WARRANTIES OF KMA (CANADA) AND KMA (CANADA)
STOCKHOLDERS. KMA (Canada) and each KMA (Canada) Stockholder represent and
warrant to KMA International that, except as otherwise set forth herein or in
any schedule annexed hereto:
(a) Organization and Standing. KMA (Canada) is a corporation duly organized,
validly existing and in good standing under the laws of the Province of
Ontario, Canada, is qualified to do business as a foreign corporation in
every jurisdiction in which it is required to be so qualified, except
where the failure to so qualify would not have a material adverse effect
on KMA (Canada), and has full corporate power and authority to carry on
its business as now conducted and to own its properties. Attached hereto
as Schedule 3(a) is a true and correct copy of KMA (Canada)'s Certificate
of Status, Certificate of Incorporation, and By-laws, in effect as of the
date hereof.
(b) Capitalization. The entire authorized capital stock of KMA (Canada)
consists of an unlimited number of shares of common stock without par
value, of which 2,014,000 shares are issued and outstanding. All of the
issued and outstanding Target Shares have been duly authorized and are
validly issued, fully paid, and nonassessable. Except as provided by this
Agreement, there are no outstanding or authorized options, warrants,
purchase rights, subscription rights, conversion rights, exchange rights,
or other contracts or commitments that could require KMA (Canada) to
issue, sell, or otherwise cause to become outstanding any of its capital
stock.
(c) Ownership of KMA Shares. Each KMA (Canada) Stockholder owns beneficially
the number of Target Shares set forth next to such KMA (Canada)
Stockholder's name in Schedule 1, attached hereto, free and clear of any
restrictions on transfer (other than restrictions under the Securities Act
of 1933, as amended (the "Act") and state or Canadian securities laws),
taxes, security interests, options, warrants, purchase rights, contracts,
commitments, equities, claims, and demands. None of the KMA (Canada)
Stockholders is a party to any option, warrant, purchase right, or other
contract or commitment that could require such KMA (Canada) Stockholder to
sell, transfer, or otherwise dispose of any capital stock of the Target
(other than this Agreement).
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(d) Taxes. Except as set forth on Schedule 3.(d), annexed hereto, KMA (Canada)
has filed all Canadian provincial and federal, and all U.S. state and
local income or other tax returns and reports that, to its knowledge it is
required to file with all governmental agencies, and has, to its
knowledge, paid or accrued for payment all taxes as shown on such returns,
such that a failure to file, pay or accrue will not have a material
adverse effect on KMA (Canada).
(e) Pending Actions. Except as described in Schedule 3.(e) annexed hereto,
there are no legal actions, lawsuits, proceedings or investigations,
either administrative or judicial, pending or to the knowledge of the KMA
(Canada) Stockholders or KMA (Canada) threatened against KMA (Canada), or
against the KMA (Canada) Stockholders that arise out of their operation of
KMA (Canada), which if decided adversely to KMA (Canada) or the KMA
(Canada) Stockholders, would have a material adverse effect on KMA
(Canada).
(f) Governmental Regulation. To the knowledge of KMA (Canada) and the KMA
(Canada) Stockholders, KMA (Canada) is not knowingly in violation of any
law, material ordinance or regulation to which it is subject, the
violation of which would have a material adverse effect on KMA (Canada).
(g) No Interest in Suppliers, Customers, Landlords or Competitors. Neither the
KMA (Canada) Stockholders nor, to the knowledge of the KMA (Canada)
Stockholders, any member of their immediate family, have any material
equity interest in any supplier, customer, landlord or competitor of KMA
(Canada).
(h) No Debt Owed by KMA (Canada) to KMA (Canada) Stockholders. Except for
salary and benefits accrued in the ordinary course of business and
consistent with KMA (Canada)'s past practices, KMA (Canada) does not owe
any money, securities, or property to any KMA (Canada) Stockholder or any
member of the immediate family of any KMA (Canada) Stockholder or to any
company directly or indirectly controlled by such a KMA (Canada)
Stockholder or any member of the immediate family of a member.
(i) Authorization of Transaction. KMA (Canada) and each KMA (Canada)
Shareholder, as applicable, has full corporate power and authority to
execute and deliver this Agreement and to perform its obligations
hereunder. This Agreement constitutes the valid and legally binding
obligation of KMA (Canada) and the respective KMA (Canada) Stockholders,
enforceable in accordance with its terms and conditions. Neither KMA
(Canada) nor any KMA (Canada) Shareholder need give any notice to make any
filing with, or obtain any authorization, consent, or approval of any
government or governmental agency in order to consummate the transactions
contemplated by this Agreement.
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(j) Noncontravention. Neither the execution and the delivery of this Agreement
nor the consummation of the transactions contemplated hereby, 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 KMA (Canada) or any KMA (Canada)
Shareholder is subject or any provision of their respective Certificate of
Incorporation or by-laws, as applicable, 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 KMA (Canada) or any KMA (Canada)
Shareholder is a party or by which it is bound or to which any of its
assets is subject.
(k) KMA (Canada) Financial Statements. Attached hereto as Schedule 3.(k) are
the following financial statements (collectively the "Financial
Statements") for KMA (Canada): (i) audited consolidated balance sheets and
statements of income, changes in stockholders' equity, and cash flow as of
and for the fiscal year ended January 31, 2004; and (ii) unaudited
consolidated balance sheets and statements of income and changes in
stockholders' equity (the "MOST RECENT FINANCIAL STATEMENTS") as of and
for the nine (9) months ended September 30, 2005 (the "MOST RECENT FISCAL
PERIOD"). The Financial Statements (including the notes thereto) have been
prepared in accordance with generally accepted accounting principles in
effect in Canada applied on a consistent basis throughout the periods
covered thereby and present fairly the financial condition of KMA (Canada)
as of such dates and the results of operations of KMA (Canada) for such
periods; provided, however, that the Most Recent Financial Statements are
subject to normal year-end adjustments and lack footnotes, other
presentation items, and do not contain a statement of cash flows.
4. REPRESENTATIONS AND WARRANTIES OF KMA INTERNATIONAL. KMA International
represents and warrants to KMA (Canada) and KMA (Canada) Stockholders that:
(a) Organization and Standing. KMA International is a corporation duly
organized, validly existing and in good standing under the laws of the
State of Nevada, is qualified to do business as a foreign corporation in
every jurisdiction in which such qualification is required, and has full
power and authority to carry on its business as now conducted and to own
and operate its assets, properties and business. Attached hereto as
Schedule 4.A is a true and correct copy of KMA International's Certificate
of Incorporation, and By-laws, in effect as of the date hereof.
(b) Capitalization. As of the date hereof, the entire authorized capital stock
of KMA International consists of 100,000,000 shares of common stock, par
value $.001 per share of which 2,386,000 are issued and outstanding. After
the issuance of the 314,400 shares to the KMA (Canada) Stockholders as
provided in Article 2 above, there will be a total of 2,709,223 shares of
KMA International common stock issued and outstanding. All of the issued
and outstanding shares of KMA International common stock have been duly
authorized and are validly issued, fully paid, and nonassessable and have
been issued free of preemptive rights of any security holder. Except as
provided by this Agreement, there are no outstanding or authorized
options, warrants, purchase rights, subscription rights, conversion
rights, exchange rights, or other contracts or commitments that could
require KMA International to issue, sell, or otherwise cause to become
outstanding any of its capital stock. There is no outstanding or
authorized stock appreciation, phantom stock, profit participation, or
similar rights with respect to KMA International.
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(c) Authorization of Transaction. KMA International has full corporate power
and authority to execute and deliver this Agreement and to perform its
obligations hereunder. This Agreement constitutes the valid and legally
binding obligation of KMA International, enforceable in accordance with
its terms and conditions. KMA International need not give any notice to,
make any filings with, or obtain any authorization, consent, or approval
of any government or governmental agency, in order to consummate the
transactions contemplated by this Agreement.
(d) Noncontravention. Neither the execution and the delivery of this Agreement
nor the consummation of the transactions contemplated hereby, 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 KMA International is subject or any
provision of its charter 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 KMA International is a party or
by which it is bound or to which any of its assets is subject.
(e) Ownership of Shares. The KMA International Shares have been duly
authorized and, when issued pursuant to the Agreement, will have been
validly issued, fully paid and non-assessable, with no personal liability
attaching to the holders of such shares, free of preemptive rights of any
security holder and, free and clear of all liens, encumbrances and
restrictions of any nature whatsoever, except by reason of the fact that
such KMA International Shares will not have been registered under the Act
and state securities laws.
(f) Material Agreements. KMA International is not a party to or bound by any:
(i) employment, advisory or consulting contract; (ii) plan providing
for employee benefits of any nature; (iii) lease with respect to any
property or equipment;
(iv) contract, agreement, understanding or commitment for any
future expenditure in excess of $1,000 in the aggregate;
(v) contract or commitment pursuant to which it has assumed,
guaranteed, endorsed, or otherwise become liable for any
obligation of any other person, firm or organization;
(vi) agreement with any person relating to the dividend, purchase
or sale of securities, that has not been settled by the
delivery or payment of securities when due, and which remains
unsettled upon the date of the Agreement.
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(g) Taxes. Prior to closing KMA International will file all federal, state and
local income or other tax returns and reports that it is required to file
with all governmental agencies, wherever situate, and will pay all taxes
as shown on such returns. All of such returns will be true and complete.
(h) Absence of Liabilities. As of the Closing Date, KMA International will
have no assets and no liabilities (whether known or unknown, whether
asserted or unasserted, whether absolute or contingent, whether accrued or
unaccrued, whether liquidated or unliquidated and whether due or to become
due, including any liability for taxes, except for the costs, including
legal and accounting fees and other expenses, in connection with this
transaction for which KMA International agrees to be responsible, and to
pay in full at or prior to the Closing.
(i) No Pending Actions. There are no legal actions, lawsuits, proceedings or
investigations, either administrative or judicial, pending or threatened,
against or affecting KMA International, or against any of KMA
International officers or directors and arising out of their operation of
KMA International. KMA International has been in compliance with, and has
not received notice of violation of any law, ordinance or regulation of
any kind whatever.
(j) Corporate Records. All of KMA International's books and records,
including, without limitation, its books of account, corporate records,
minute book, stock certificate books and other records are up-to-date,
complete and reflect accurately and fairly the conduct of its business in
all respects since its date of incorporation.
(k) Access to Information; Speculative Investment. KMA International has had a
full opportunity to request from KMA (Canada) and review, and has received
all information which it deems relevant in making a decision to acquire
the Target Shares to be acquired by it hereunder.
(l) OTC Pink Sheets. KMA International is and shall remain eligible for
quotation on the OTC Pink Sheets..
5. TERM. All representations and warranties made herein and in the schedules
attached hereto shall survive the execution and delivery of the Agreement for
the three (3) month period following the date hereof.
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6. COVENANTS.
(a) KMA (Canada) and KMA International agree that, between the date of this
Agreement and the Closing, except as contemplated by any other
provisions of this Agreement, unless the other shall otherwise agree in
writing, which agreement shall not be unreasonably withheld or delayed,
the business of KMA (Canada) and KMA International shall be conducted
only in the ordinary course of business consistent with past practice.
By way of amplification and not limitation, except as set forth herein,
KMA (Canada) and KMA International shall not, between the date of this
Agreement and the Closing, directly or indirectly, do, or agree to do,
any of the following:
(i) issue, sell, pledge, dispose of, grant, transfer, or authorize
the issuance, sale, pledge, disposition, grant, transfer or
encumbrance of, any shares of its capital stock or securities
convertible or exchangeable or exercisable for any shares of
such capital stock, or any options, warrants or other rights
of any kind to acquire any shares of such capital stock, or
any other ownership interest (including, without limitations,
any phantom interest) of such entity; and
(ii) declare, set aside, make or pay any dividend or other
distribution, payable in cash, stock, property or otherwise,
with respect to any of its capital stock.
(b) Each of KMA (Canada) and KMA International shall give prompt notice to the
other of (i) any notice or other communication from any person alleging
that the consent of such person is or may be required in connection with
the transactions contemplated by this Agreement, (ii) any notice or other
communication from any governmental entity or any person in connection
with the transactions contemplated by this Agreement, (iii) any actions,
suits, claims, investigations or proceedings commenced or, to the best of
its knowledge, threatened in writing against, relating to or involving or
otherwise affecting KMA (Canada) or KMA International; and (iv) any
inaccuracy in or inability to perform such representations, warranties, or
covenants. No such notice shall be deemed to constitute a cure of any
breach or representation, warranty, covenant or agreement.
(c) KMA (Canada) and KMA International shall use all reasonable efforts to (i)
take, or cause to be taken, all appropriate action, and do, or cause to be
done, all things necessary, proper or advisable under applicable law or
otherwise consummate and make effective the transactions contemplated by
this Agreement as promptly as practicable, (ii) obtain from any
governmental entities any consents, licenses, permits, waivers, approvals,
authorizations or orders required to be obtained or made by KMA
International or KMA (Canada) in connection with the authorization,
execution and delivery of this Agreement and the consummation of the
transactions contemplated herein, and (iii) make all necessary filings,
and thereafter make any other required submissions, with respect to this
Agreement and the transaction contemplated hereby required under (x) any
applicable federal, state of provincial securities laws, (y) the Nevada
Revised Statutes, Title 7, Chapter 78 and (z) any other applicable law;
provided that KMA International and KMA (Canada) shall cooperate with each
other in connection with the making of all such filings, including
providing copies of all such documents to the non-filing party and its
advisors prior to filing and considering all reasonable additions,
deletions or changes suggested in connection therewith.
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7. CONDITIONS TO CLOSING.
(a) The respective obligations of each party to effect the transactions
contemplated herein shall be subject to the satisfaction at or prior to
the Closing of the following conditions, any or all of which be waived, in
whole or in part, to the extent permitted by applicable law:
(i) No governmental entity or federal or state court of competent
jurisdiction shall have enacted, issued, promulgated, enforced
or entered any statute, rule, regulation, executive order,
decree, judgment, injunction or other order (whether
temporary, preliminary or permanent), in any case which is in
effect and which prevents or prohibits consummation of the
transactions contemplated in this which is in effect and which
prevents or prohibits consummation of the transactions
contemplated in this Agreement; provided, however, that the
parties shall use their best efforts to cause any such decree,
judgment, injunction or other order to be vacated or lifted.
(b) The obligations of KMA International to effect the transactions
contemplated herein shall be subject to the satisfaction at or prior to
the Closing of the following conditions, any or all of which may be
waived, in whole or in part, to the extent permitted by applicable law:
(i) Each of the representations and warranties of KMA (Canada)
contained in this Agreement shall be true and correct in all
material respects as of the Closing, except that those
representations and warranties which address matters only as
of a particular date shall remain true and correct in all
material respects as of such date. KMA International shall
have received a certificate of the principal executive officer
of KMA (Canada) to such effect.
(ii) KMA (Canada) shall have performed or complied in all material
respects with all agreements and covenants required by this
Agreement to be performed or complied with by it on or prior
to the Closing. KMA International shall have received a
certificate of the principal executive officer of KMA (Canada)
to such effect.
(c) The obligations of KMA (Canada) to effect the transactions contemplated
herein shall be subject to the satisfaction at or prior to the Closing of
the following conditions, any or all of which may be waived, in whole or
in part, to the extent permitted by applicable law:
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(i) Each of the representations and warranties of KMA
International contained in this Agreement shall be true and
correct in all material respects as of the Closing, except,
that those representations and warranties which address
matters only as of a particular date shall remain true and
correct in all material respects as of such date. KMA (Canada)
shall each have received a certificate of the principal
executive officer of KMA International to such effect.
(ii) KMA International shall have performed or complied in all
material respects with all agreements and covenants required
by this Agreement to be performed or complied with by it on or
prior to the Closing. KMA (Canada) shall have received a
certificate of the principal executive officer of KMA
International to such effect.
8. TERMINATION: AMENDMENT: WAIVER.
(a) This Agreement may be terminated at any time prior to the Closing:
(i) by mutual consent of KMA International and KMA (Canada);
(ii) by KMA International, if there has been a material breach by
KMA (Canada) of any of its material representations,
warranties, covenants or agreements contained in this
Agreement;
(iii) by KMA (Canada), if there has been a material breach by KMA
International of any of its material representations,
warranties, covenants or agreements contained in this
Agreement;
(iv) by either KMA International or KMA (Canada) if any decree,
permanent injunction, judgment, order or other action by any
court of competent jurisdiction or any governmental entity
preventing or prohibiting consummation of the transactions
contemplate hereby shall have become final and nonappealable;
or
(v) by either KMA International or KMA (Canada) if the transaction
contemplated hereby shall not have been consummated before
March 31, 2006 if and only if no willful breach of any
representation, warranty or covenant by the party seeking to
terminate is a substantial cause of the failure of the
transactions contemplated hereby to be consummated by such
date.
(b) In the event of the termination of this Agreement by either KMA (Canada)
or KMA International pursuant to Section 8(a), this Agreement shall
forthwith become void, there shall be no liability under this Agreement on
the part of KMA International or KMA (Canada), other than the provisions
of this Section 8(b), and except to the extent that such termination
results from the breach by a party of any of its representations,
warranties, covenants or agreements set forth in this Agreement.
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(c) Except as otherwise required by law, this Agreement may be amended by the
parties hereto by action taken by or on behalf of their respective Boards
of Directors at any time prior to the Closing. This Agreement may not be
amended except by an instrument in writing signed by the parties hereto.
(d) At any time prior to the Closing, any party hereto may (i) extend the time
for the performance of any of the obligations or other parties hereto,
(ii) waive any inaccuracies in the representations and warranties of the
other parties contained herein or in any document delivered pursuant
hereto and (iii) waive compliance by the other parties with any of the
agreements of conditions contained herein. Any such extension or waiver
shall be valid if set forth in an instrument in writing signed by the
party or parties to be bound thereby.
9. NOTICES. All notices and other communications given or made pursuant hereto
shall be sent by reputable overnight courier next day delivery, and shall be
deemed to have been duly given or made as of the date delivered, if delivered
personally, to the parties at the following address:
If to KMA (Canada) or the KMA (Canada) KMA Global Solutions Inc.
Stockholders: 0000x Xxxxxxx Xxxx
Xxxxxxxxxxx, Xxxxxxx X0X 0X0, Xxxxxx
Fax Number: (000) 000-0000
Attn: Xxxxxxx X. Xxxx
If to KMA International: KMA International, Ltd.
c/o Xxxx Xxxxxxx
00 Xxxxxxxxx Xxxx, Xxxxx 00
Xxxxxxx, Xxxxxxx
X0X 0X0
Fax Number: 000.000.0000
10. MISCELLANEOUS PROVISIONS. This Agreement is the entire agreement between the
parties in respect of the subject matter hereof, and there are no other
agreements, written or oral, nor may this Agreement be modified except in
writing and executed by all of the parties hereto. The failure to insist upon
strict compliance with any of the terms, covenants or conditions of this
Agreement shall not be deemed a waiver or relinquishment of such right or power
at any other time or times.
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11. CLOSING. The Closing of the transactions contemplated by this Agreement (the
"CLOSING") shall take place at the offices of KMA (Canada) or by electronic
exchange of documents, with facsimile signatures, on or before March 15, 2006,
or such other date as the parties hereto shall agree upon (the "CLOSING DATE").
At the Closing, all of the documents and items referred to herein shall be
exchanged.
12. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of Nevada, without regard to its
conflict of laws principles.
13. COUNTERPARTS. This Agreement may be executed in duplicate facsimile
counterparts, each of which shall be deemed an original and together shall
constitute one and the same binding Agreement, with one counterpart being
delivered to each party hereto.
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IN WITNESS WHEREOF, the parties hereto have executed this agreement as of
the date and year above first written.
KMA INTERNATIONAL, LTD.
/s/ Xxxx Xxxxxxx
By:
------------------------------------------------------
Xxxx Xxxxxxx, President and Secretary
KMA GLOBAL SOLUTIONS INC.
/s/ Xxxxxxx X. Xxxx
By:
-----------------------------------------------------
Xxxxxxx X. Xxxx, President
KMA (CANADA) STOCKHOLDERS
(SEE SCHEDULE 1)
By: 2095511 Ontario Limited., as representative of and
agent under a power of attorney
/s/ Xxxxxxx X. Xxxx
By:
----------------------------------------------------
Xxxxxxx X. Xxxx, President
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SCHEDULE 1
KMA GLOBAL SOLUTIONS, INC.
("KMA (CANADA)")
an Ontario Corporation
--------------------------------------------------------------------------------
KMA (CANADA) SHAREHOLDER KMA (CANADA) SHARES HELD
--------------------------------------------------------------------------------
Xxx Xxxxxxxxx 200,000
--------------------------------------------------------------------------------
Xxxxxx Xxxx 130,000
--------------------------------------------------------------------------------
Xxxxx Xxxxxx 100,000
--------------------------------------------------------------------------------
Xxxx Xxxxxxxxxx 100,000
--------------------------------------------------------------------------------
HSBC Securities in Trust for Xxxxxx Xxxxxxxxxxx 100,000
--------------------------------------------------------------------------------
Xxxxx Xxxxx 100,000
--------------------------------------------------------------------------------
Xxxx Xxxxx 100,000
--------------------------------------------------------------------------------
Xxxxx Xxxxx 75,000
--------------------------------------------------------------------------------
Xxxx Xxxxxx 60,000
--------------------------------------------------------------------------------
Xxxxxx Xxxxxxxxxxx 57,000
--------------------------------------------------------------------------------
Xxxxx Xxxxxxxx 50,000
--------------------------------------------------------------------------------
Xxxx Xxxx 50,000
--------------------------------------------------------------------------------
Thai Kuo Xxxx Xxxx 50,000
--------------------------------------------------------------------------------
Xxxxxx Xxxxxx 50,000
--------------------------------------------------------------------------------
Xxxxxxxx Xxxxxx 50,000
--------------------------------------------------------------------------------
Xxxxxxx XxXxxxx 50,000
--------------------------------------------------------------------------------
Xxx Xxxxxx 50,000
--------------------------------------------------------------------------------
Xxxxxx Xxxxxxx 50,000
--------------------------------------------------------------------------------
Xxxx Xxxxxx 50,000
--------------------------------------------------------------------------------
Xxxx Xxxxxxxxxx 30,000
--------------------------------------------------------------------------------
Xxxxxxxx Xxxxxxxxx 30,000
--------------------------------------------------------------------------------
Xxxxxx XxXxxxxx 20,000
--------------------------------------------------------------------------------
Xxx Xxxxxx 20,000
--------------------------------------------------------------------------------
Certification
The undersigned, an authorized executive officer of KMA Global Solutions, Inc.
(KMA), hereby certifies that KMA shall have performed or complied in all
material respects with all agreements and covenants required by the Acquisition
Agreement dated as of March 15, 2006, to be performed or complied with by KMA on
or prior to the closing of said agreement.
KMA GLOBAL SOLUTIONS INC.
By: /s/ Xxxxxxx X. Xxxx
----------------------------------
Xxxxxxx X. Xxxx, President
Certification
The undersigned, an authorized executive officer of KMA Global Solutions
International, Inc. (KMA International), hereby certifies that KMA International
shall have performed or complied in all material respects with all agreements
and covenants required by the Acquisition Agreement dated as of March 15, 2006,
to be performed or complied with by KMA International on or prior to the closing
of said agreement.
KMA GLOBAL SOLUTIONS INTERNATIONAL, INC.
By: /s/ Xxxx Xxxxxxx
---------------------------------------------------------
Xxxx Xxxxxxx, President
