EXHIBIT 2.1
THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 (THE "1933 ACT"), NOR REGISTERED UNDER ANY
STATE SECURITIES LAW, AND ARE "RESTRICTED SECURITIES" AS THAT TERM IS DEFINED IN
RULE 144 UNDER THE 1933 ACT. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD OR
OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE 1933 ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933
ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE
COMPANY.
AGREEMENT FOR THE EXCHANGE OF COMMON STOCK
AGREEMENT made effective July 20, 2001, and executed August 31, 2001, by
and between AMERICAN AMMUNITION, INC., a Nevada corporation, (the "ISSUER") and
the shareholder listed in Exhibit A attached hereto, (the "SHAREHOLDERS"), which
SHAREHOLDERS owns the issued and outstanding shares of F. & F. EQUIPMENT, INC. a
Florida corporation, doing business as AMERICAN AMMUNITION. ("AA")
In consideration of the mutual promises, covenants, and representations
contained herein, and other good and valuable consideration,
THE PARTIES HERETO AGREE AS FOLLOWS:
1. EXCHANGE OF SECURITIES. Subject to the terms and conditions of this
Agreement, the ISSUER agrees to issue to SHAREHOLDERS, 25,000,000 shares of the
common stock of ISSUER, $.001 par value (the "Shares"), in exchange for 100% of
the issued and outstanding shares of F. & F. EQUIPMENT, INC., such that F. & F.
EQUIPMENT, INC. shall become a wholly owned subsidiary of the ISSUER.
2. REPRESENTATIONS AND WARRANTIES. ISSUER represents and warrants to
SHAREHOLDERS and AA the following:
i. Organization. ISSUER is a corporation duly organized, validly
existing, and in good standing under the laws of Nevada, and has all
necessary corporate powers to own properties and carry on a business, and
is duly qualified to do business and is in good standing in Nevada. All
actions taken by the Incorporators, directors and shareholders of ISSUER
have been valid and in accordance with the laws of the State of Nevada.
ii. Capital. The authorized capital stock of ISSUER consists of
200,000,000 shares of common stock, $.001 par value, of which approximately
100,246 postsplit shares will be issued and outstanding at time of closing.
All outstanding shares are fully paid and non assessable, free of liens,
encumbrances, options, restrictions and legal or equitable rights of others
not a party to this Agreement. At closing, there will be no outstanding
subscriptions, options, rights, warrants, convertible securities, or other
agreements or commitments obligating ISSUER to
issue or to transfer from treasury any additional shares of its capital
stock. Immediately following the closing there will be an additional
25,000,000 postsplit shares of common stock issued and outstanding. None of
the outstanding shares of ISSUER are subject to any stock restrictions or
agreements except as required by the Securities and Exchange Commission
("SEC"). All of the shareholders of ISSUER have valid title to such shares
and acquired their shares in a lawful transaction and in accordance with
the laws of Nevada.
iii. Financial Statements. The current balance sheet of ISSUER, and
the related statements of income and retained earnings for the period then
ended are filed with the SEC. The financial statements have been prepared
in accordance with generally accepted accounting principles consistently
followed by ISSUER throughout the periods indicated, and fairly present the
financial position of ISSUER as of the date of the balance sheet and the
financial statements, and the results of its operations for the periods
indicated.
iv. Absence of Changes. Since the date of the financial statements,
there has not been any change in the financial condition or operations of
ISSUER, except changes in the ordinary course of business, which changes
have not in the aggregate been materially adverse.
v. Liabilities. ISSUER does not have any debt, liability, or
obligation of any nature, whether accrued, absolute, contingent, or
otherwise, and whether due or to become due, that is not reflected on the
ISSUERS' financial statement. ISSUER is not aware of any pending,
threatened or asserted claims, lawsuits or contingencies involving ISSUER
or its common stock. There is no dispute of any kind between the ISSUER and
any third party, and no such dispute will exist at the closing of this
Agreement. At closing, ISSUER will be free from any and all liabilities,
liens, claims and/or commitments.
vi. Ability to Carry Out Obligations. ISSUER has the right, power, and
authority to enter into and perform its obligations under this Agreement.
The execution and delivery of this Agreement by Issuer and the performance
by ISSUER of its obligations hereunder will not cause, constitute, or
conflict with or result in (a) any breach or violation or any of the
provisions of or constitute a default under any license, indenture,
mortgage, charter, instrument, articles of incorporation, bylaw, or other
agreement or instrument to which ISSUER or its SHAREHOLDERS are a party, or
by which they may be bound, nor will any consents or authorizations of any
party other than those hereto be required, (b) an event that would cause
ISSUER to be liable to any party, or (c) an event that would result in the
creation or imposition or any lien, charge or encumbrance on any asset of
ISSUER or upon the securities of ISSUER to be acquired by SHAREHOLDERS.
vii. Full Disclosure. None of the representations and warranties made
by the ISSUER, or in any certificate or memorandum furnished or to be
furnished by the ISSUER, contains or will contain any untrue statement of a
material fact, or omit any material fact the omission of which would be
misleading.
viii. Compliance with Laws. ISSUER has complied with, and is not in
violation of any federal, state, or local statute, law, and/or regulation
pertaining to ISSUER. ISSUER has complied with all federal and state
securities laws in connection with the issuance, sale and distribution of
its securities.
ix. Litigation. ISSUER is not (and has not been) a party to any suit,
action, arbitration, or legal, administrative, or other proceeding, or
pending governmental investigation. To the best knowledge of the ISSUER,
there is no basis for any such action or proceeding and no such action or
proceeding is threatened against ISSUER and ISSUER is not subject to or in
default with respect to any order, writ, injunction, or decree of any
federal, state, local, or foreign court, department, agency, or
instrumentality.
x. Conduct of Business. Prior to the closing, ISSUER shall conduct its
business in the normal course, and shall not (1) sell, pledge, or assign
any assets (2) amend its Articles of Incorporation or Bylaws, (3) declare
dividends, redeem or sell stock or other securities, (4) incur any
liabilities, (5) acquire or dispose of any assets, enter into any contract,
guarantee obligations of any third party, or (6) enter into any other
transaction, without the prior approval of AA.
xi. Corporate Documents. Copies of each of the following documents,
which are true complete and correct in all material respects, are available
to be attached to and made a part of this Agreement:
(1) Articles of Incorporation;
(2) Bylaws ;
(3) Minutes of shareholders Meetings;
(4) Minutes of Directors Meetings;
(5) List of Officers and Directors;
(6) Stock register and stock records of ISSUER and a current,
accurate list of ISSUER's shareholders.
xii. Documents. All minutes, consents or other documents pertaining to
ISSUER to be delivered at closing shall be valid and in accordance with the
laws of Nevada.
xiii. Title. The Shares to be issued to SHAREHOLDERS will be, at
closing, free and clear of all liens, security interests, pledges, charges,
claims, encumbrances and restrictions of any kind except as required by the
SEC. None of such Shares are or will be subject to any voting trust or
agreement. No person holds or has the right to receive any proxy or similar
instrument with respect to such shares, except as provided in this
Agreement, the ISSUER is not a party to any agreement which offers or
grants to any person the right to purchase or acquire any of the securities
to be issued to SHAREHOLDERS. There is no applicable local, state or
federal law, rule, regulation, or decree which would, as a result of the
issuance of the Shares to SHAREHOLDERS, impair, restrict or delay
SHAREHOLDERS' voting rights with respect to the Shares.
3. SHAREHOLDERS and AA represent and warrant to ISSUER the following:
i. Organization AA is a corporation duly organized, validly existing,
and in good standing under the laws of Florida, has all necessary corporate
powers to own properties and carry on a business, and is duly qualified to
do business and is in good standing in Florida. All actions taken by the
Incorporators, directors and shareholders of AA have been valid and in
accordance with the laws of Florida.
ii. Shareholders and Issued Stock. Exhibit A annexed hereto sets forth
the names and share holdings of 100% of AA shareholders.
4. INVESTMENT INTENT. SHAREHOLDERS agree that the shares being issued
pursuant to this Agreement may not be sold, pledged, assigned, hypothecate or
otherwise transferred, with or without consideration (a "Transfer"), except
pursuant to an effective registration statement under the Act, or pursuant to an
exemption from registration under the Act, the availability of which is to be
established to the satisfaction of ISSUER. SHAREHOLDERS agrees, prior to any
Transfer, to give written notice to ISSUER expressing his desire to effect the
transfer and describing the proposed transfer.
5. CLOSING. The closing of this transaction shall take place at a mutually
agreed upon time and place no more than ninety (90) days from the date hereof.
Closing shall not occur until ISSUER has (a) effected a name change to AMERICAN
AMMUNITION, INC., (b) effected a reverse split acceptable to AA of its existing
issued and outstanding shares, and, (c) such changes [(a) and (b)] have been
processed and effected with NASD.
6. DOCUMENTS TO BE DELIVERED AT CLOSING.
i. By the ISSUER
(1) Board of Directors Minutes authorizing the issuance of a
certificate or certificates for 25,000,000 shares, registered in the
names of the SHAREHOLDERS based upon their holdings in AA as agreed to
on Exhibit A.
(2) The resignation of all officers of ISSUER.
(3) A Board of Directors resolution appointing such persons as
SHAREHOLDERS designate as a director(s) of ISSUER.
(4) The resignation of all the directors of ISSUER dated
subsequent to the resolution described in 3 above.
(5) All of the business and corporate records of ISSUER,
including but not limited to correspondence files, bank statements,
checkbooks, savings account books, minutes of SHAREHOLDERS and
directors meetings, financial statements, SHAREHOLDERS listings, stock
transfer records, agreements and contracts.
(6) Such other minutes of ISSUER's shareholders or directors as
may reasonably be required by SHAREHOLDERS.
ii. By SHAREHOLDERS AND AA
(1) Delivery to the ISSUER, or to its Transfer Agent, the
certificates representing 100% of the issued and outstanding stock of
AA.
(2) Consents signed by all the shareholders of AA consenting to
the terms of this Agreement.
7. REMEDIES.
i. Arbitration. Any controversy or claim arising out of, or relating
to, this Agreement, or the making, performance, or interpretation thereof,
shall be settled by arbitration in accordance with the Rules of the
American Arbitration Association then existing, and judgment on the
arbitration award may be entered in any court having jurisdiction over the
subject matter of the controversy.
8. MISCELLANEOUS.
i. Captions and Headings. The Article and paragraph headings
throughout this Agreement are for convenience and reference only, and shall
in no way be deemed to define, limit, or add to the meaning of any
provision of this Agreement.
ii. No oral change. This Agreement and any provision hereof, may not
be waived, changed, modified, or discharged orally, but only by an
agreement in writing signed by the party against whom enforcement of any
waiver, change, modification, or discharge is sought.
iii. Non Waiver. Except as otherwise provided herein, no waiver of any
covenant, condition, or provision of this Agreement shall be deemed to have
been made unless expressly in writing and signed by the party against whom
such waiver is charged; and (I) the failure of any party to insist in any
one or more cases upon the performance of any of the provisions, covenants,
or conditions of this Agreement or to exercise any option herein contained
shall not be construed as a waiver or relinquishment for the future of any
such provisions, covenants, or conditions, (ii) the acceptance of
performance of anything required by this Agreement to be performed with
knowledge of the breach or failure of a covenant, condition, or provision
hereof shall not be deemed a waiver of such breach or failure, and (iii) no
waiver by any party of one breach by another party shall be construed as a
waiver with respect to any other or subsequent breach.
iv. Time of Essence. Time is of the essence of this Agreement and of
each and every provision hereof.
v. Entire Agreement. This Agreement contains the entire Agreement and
understanding between the parties hereto, and supersedes all prior
agreements and understandings.
vi. Counterparts. This Agreement may be executed simultaneously in one
or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
vii. Notices. All notices, requests, demands, and other communications
under this Agreement shall be in writing and shall be deemed to have been
duly given on the date of service if served personally on the party to whom
notice is to be given, or on the third day after mailing if mailed to the
party to whom notice is to be given, by first class mail, registered or
certified, postage prepaid, and properly addressed, and by fax, as follows:
ISSUER: AMERICAN AMMUNITION, INC.
0000 Xxxxx Xxxxx Xxxx Xxxxxx
Xxxxx 000
Xxxxxxx, XX 00000
SHAREHOLDERS: F. & F. EQUIPMENT, INC.
0000 X.X. 00xx Xxxxxx
Xxxxx, XX 00000
IN WITNESS WHEREOF, the undersigned has executed this Agreement this 31st
day of August, 2001, to be effective July 20, 2001.
AMERICAN AMMUNITION, INC.
By: /s/ Xxxxxx Xxxxxxxxx
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F. & F. EQUIPMENT, INC.
By: /s/ Xxxxxx Xxxxxxxxx
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EXHIBIT A
Name AA Shares Consented To
X.X. Xxxxxxxxx, Xx. 6,630,000 /s/ X.X. Xxxxxxxxx, Xx.
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Xxxxxx X. Xxxxxxxxx 5,097,500 /s/ Xxxxxx X. Xxxxxxxxx
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Xxxxxx X. Xxxxxxxxx 5,097,500 /s/ Xxxxxx Xxxxxxxxx
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Xxxxx X. Xxxxxxxxx 1,000,000 /s/ Xxxxx X. Xxxxxxxxx
-------------------------------
Xxxxxx X. Xxxx 600,000 /s/ Xxxxxx X. Xxxx
-------------------------------
Xxx X. Xxxx 200,000 /s/ Xxx X. Xxxx
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Xxxxxxx X. Xxxxxxx 125,000 /s/ Xxxxxxx X. Xxxxxxx
-------------------------------
Xxxxxx Xxxxxxxxx 50,000 /s/ Xxxxxx Xxxxxxxxx
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Xxxxxxxx Xxxxxx Xxxx Xxxxxx 50,000 /s/ Xxxxxxxx Xxxxxx Xxxx Xxxxxx
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Xxxxxxxx Xxxxx 25,000 /s/ Xxxxxxxx Xxxxx
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Xxxxx X. Xxxxxxxxx, Trustee 1,125,000 /s/ Xxxxx X. Xxxxxxxxx, Trustee
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A. Xxxx Xxxxxxx, Fr. 100,000 /s/ A. Xxxx Xxxxxxx, Xx.
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Xxxxxx X. Xxxxxxxx 1,250,000 /s/ Xxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxxxx 125,000 /s/ Xxxxxxx X. Xxxxxxxxxx
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Kissimmul, Inc. 1,250,000 /s/ Peitre Xxxxxx XxXxxx
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Xxxxxx X. Xxxx 25,000 /s/ Xxxxxx X. Xxxx
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Xxxx Xxxxxxxx 1,250,000 /s/ Xxxx Xxxxxxxx
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Xxxx X. Xxxxxxxx 500,000 /s/ Xxxx X. Xxxxxxxx
-------------------------------
Xxxxx X. Xxxxxxxx 500,000 /s/ Xxxxx X. Xxxxxxxx
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