AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT (the "Plan") is made this_______day of may, 1996, between Idaho
Silver, Inc., an Idaho corporation ("ISI"), Florida Precision Aerospace, Inc., a
Florida corporation ("FPAI"), and the persons listed in Exhibit A hereof (the
"Stockholders"), being the owners of record of all of the issued and outstanding
stock of FPAI.
ISI wishes to acquire all of the issued and outstanding stock of FPAI in
exchange for stock of ISI in a transaction qualifying as a tax-free exchange
pursuant to Section 368(a)(I)(B) of the Internal Revenue Code of 1986, as
amended.
NOW, THEREFORE, in consideration of the mutual covenants and promises contained
herein, IT IS AGREED.
Section 1
Exchange of Stock
1.1 Number of Shares. The Stockholders agree to transfer to ISI at the Closing
100% of the outstanding shares of FPAI listed in Exhibit A attached hereto and
incorporated herein by reference (the "FPAI Shares") in exchange for an
aggregate total of 10,000,000 post-split shares of $0.001 par value
"unregistered" and "restricted" common voting stock of ISI (to represent
approximately 97% of the outstanding voting securities of ISI at the time of
Closing), all of such shares of common voting stock to be issued as follows,
to-wit:
(a) At the Closing, ISI shall deliver to the Stockholders' representative
designated in Section 10 hereof one stock certificate representing
5,631,584 "unregistered" and "restricted" pre-split shares of ISI common
stock, in trust for the Stockholders, pending the reverse split of ISI's
common stock and the increase in the authorized capital of ISI in
accordance with Section 1.4 herein.
(b) Promptly following the above-referenced reverse split and increase in
the authorized capital of ISI, the Stockholders' Representative shall
tender the certificate issued to him in accordance with Section 1.1(a) to
ISI's transfer agent for reissuance and ISI shall direct its transfer
agent to transfer such stock certificate and issue an additional 9,436,841
"unregistered" and "restricted" post-split shares of common stock of ISI,
all to be transferred or issued to the Stockholders on a pro rata basis in
accordance with the numbers shown opposite their respective names in
Exhibit A;
Provided, however, the Closing of the Plan may take place if less than 100% of
the Stockholders
adopt, ratify and approve the Plan, so long as Stockholders owning not less than
80% of the FPAI Shares adopt, ratify and approve the Plan.
1.2 Delivery of Certificates by Stockholders. The transfer of the FPAI Shares by
the Stockholders shall be effected by the delivery to ISI at the Closing of
stock certificates representing the transferred shares endorsed in blank or
accompanied by stock powers executed in blank, with all signatures witnessed or
guaranteed to the satisfaction of ISI and FPAI and with all necessary transfer
taxes and other revenue stamps affixed and acquired at the Stockholders'
expense.
1.3 Further assurances. At the Closing and from time to time thereafter, the
Stockholders shall execute such additional instruments and take such other
action as ISI may request in order to exchange and transfer clear title and
ownership in the FPAI Shares to ISI.
1.4 Changes in Capitalization and name. As soon after the Closing as is
practicable, the stockholders of ISI shall have adopted all resolutions required
or necessary to effect a reverse split of the pre-Plan outstanding shares of
common stock of ISI so that the post-split pre-Plan outstanding shares of common
stock of ISI shall amount to 436,842 shares, more or less, depending upon
rounding resulting from the reverse split, and increasing the authorized capital
of ISI to 50,000,000 shares and reducing the par value of the ISI common voting
stock from $0.10 to $0.001 per share, with appropriate adjustments in the stated
capital and additional paid in capital accounts of ISI; and to change the name
of ISI to "Enviro Voraxial Technology, Inc." The prompt adoption of such
resolutions shall be a condition subsequent to the obligations of FPAI and the
Stockholders under this Plan, and a special meeting of the stockholders of ISI
shall be called and held for these purposes on or before May 24, 1996, at such
time and place as the newly designated directors of ISI shall agree.
1.5 Resignations of Present Directors and Executive Officers and Designation of
New Directors and Executive Officers. On Closing, the present directors and
executive officers of ISI shall resign, in seriatim, and designate the directors
and executive officers of FPAI to serve in their place and stead, until the next
respective annual meetings of the stockholders and the Board of Directors of
ISI, and until their respective successors shall be elected and qualified or
until their respective prior resignations or terminations.
1.6 Assets and Liabilities of ISI at Closing. ISI shall have no liabilities at
Closing, and all costs incurred by ISI incident to the plan shall have been paid
or satisfied.
Section 2
The Closing contemplated by Section 1.1 shall be held at the Deerfield Beach
Hilton, 000 Xxxxxxx Xxxxx, Xxxxxxxxx Xxxxx, Xxxxxxx, xx May 7, 1996, unless
another place or time is agreed upon in writing by the parties. The Closing may
be accomplished by wire, express mail or other courier service, conference
telephone communications or as otherwise agreed by the respective parties or
their duly authorized representatives.
Section 3
ISI represents and warrants to, and covenants with, the Stockholders and FPAI as
follows:
3.1 Corporate Status. ISI is a corporation duly organized, validly existing and
in good standing
under the laws of the State of Idaho and is licensed or qualified as a foreign
corporation in all states in which the nature of its business or the character
or ownership of its properties makes such licensing or qualification necessary
(Idaho only). ISI is a publicly company, having lawfully offered and sold a
portion of its securities in accordance with applicable federal and state
securities laws, rules and regulations (Idaho and Washington), through an
Offering Circular dated October 15, 1966, and revised on July 25, 1967. There is
presently no "established trading market" for these or any other securities of
ISI; however, ISI has obtained a listing on the OTC Bulleting Board of the
National Association of Securities Dealers, Inc., under the symbol "IHOS".
3.2 Capitalization. The authorized capital stock of ISI consists of 10,000,000
shares of common voting stock, having a par value of $0.10 per share, of which
4,368,416 shares are issued and outstanding, all fully paid and non-assessable;
there are no outstanding options, warrants or calls pursuant to which any person
has the right to purchase any authorized and unissued capital stock of ISI.
3.3 Financial Statements. The financial statements of ISI furnished to the
Stockholders and FPAI, consisting of a balance sheet dated December 31, 1995,
and 1994 and 1993, and a related statement of income for the periods then ended,
attached hereto as Exhibit B and incorporated herein by reference, are correct
and fairly present the financial condition of ISI at such dates and for the
periods involved; such statements were prepared in accordance with generally
accepted accounting principles consistently applied, and no material change has
occurred in the matters disclosed therein, except as indicated in Exhibit C,
which is attached hereto and incorporated herein by reference.
3.4 Undisclosed Liabilities. ISI has no liabilities of any nature except to the
extent reflected or reserved against in its balance sheet, whether accrued,
absolute, contingent or otherwise, including without limitation, tax liabilities
and interest due or to become due, except as set forth in Exhibit C.
3.5 Interim Changes. Since the date of its balance sheet, except as set forth in
Exhibit C, there have been no (1) changes in financial condition, assets,
liabilities or business or ISI which, in the aggregate, have been materially
adverse; (2) damages, destruction or losses of or to property of ISI, payments
of any dividend or other distribution in respect of any class of stock of ISI,
or any direct or indirect redemption, purchase or other acquisition of any class
of any such stock; or (3) increases paid or agreed to in the compensation,
retirement benefits or other commitments to employees.
3.6 Title to Property. ISI has good and marketable title to all properties and
assets, real and personal, reflected in its balance sheet, and the properties
and assets of ISI are subject to no mortgage, pledge, lien, or encumbrance,
except for liens shown therein or in Exhibit C, with respect to which no default
exists.
3.7 Litigation. There is no limitation or proceeding pending, or to the
knowledge of ISI, threatened, against or relating to ISI, its properties or
business, except as set forth in Exhibit C. Further, no officer, director or
person who may be deemed to be an affiliate of ISI is party to any material
legal proceeding which could have an adverse effect on ISI (financial or
otherwise), and none is party to any action or proceeding wherein and has an
interest adverse to ISI.
3.8 Books and Records. From the date of this Plan to the Closing, ISI will (1)
give to the Stockholders and FPAI or their respective representatives full
access during normal business hours to all of its offices, books, records
contracts and other corporate documents and properties so that Stockholders and
FPAI or their representatives may inspect and audit them; and (2)
furnish such information concerning the properties and affairs of ISI as the
Stockholders and FPAI or their respective representatives may reasonably
request.
3.9 Tax Returns. ISI has filed all federal and state income or franchise tax
returns required to be filed or has received currently effective extentions of
the required filing dates.
3.10 Confidentiality. Until the Closing (and thereafter if there is no closing),
ISI and its representatives will keep confidential any information which they
obtain from the Stockholders or from FPAI concerning the properties, assets and
business of FPAI. if the transactions contemplated by this Plan are not
consummated by May 7, 1996, ISI will return to FPAI all written matter with
respect to FPAI obtained by ISI in connection with the negotiation or
consummation of this Plan.
3.11 Investment intent. ISI is acquiring the FPAI Shares to be transferred to it
under this Plan for investment and not with a view to the sale of distribution
thereof, and ISI has no commitment or present intention to liquidate FPAI or to
sell or otherwise dispose of the FPAI Shares.
3.12 Corporate Authority. ISI has full corporate power and authority to enter
into this Plan and to carry out its obligations hereunder and will deliver to
the Stockholders and FPAI or their representatives at the Closing a certified
copy of resolutions of its Board of Directors authorizing execution of this Plan
by its officers and performance thereunder, and the directors adopting and
delivering such resolutions are the duly elected and incumbent directors of ISI.
3.13 Due Authorization. Execution of this Plan and performance by ISI hereunder
has been duly authorized by all requisite corporate action on the part of ISI,
and this Plan constitutes a valid and binding obligation of ISI and performance
hereunder will not violate any provision of the Articles of Incorporation,
Bylaws, agreements, mortgages or other commitments of ISI.
3.14 Environmental Matters. ISI has no knowledge of any assertion by any
governmental agency of other regulatory authority of any environmental lien or
action, or of any cause for any such lien or action.
Section 4
Representations, warranties and Covenants of FPAI and Stockholders
FPAI and Stockholders represent and warrant to, and covenant with ISI as
follows:
4.1 FPAI Shares. The Stockholders are the record and beneficial owners of the
FPAI Shares, free and clear of adverse claims of third parties; and Exhibit A
correctly sets forth the names, addresses and number of shares of FPAI owned by
each of the Stockholders.
4.2 Corporate Status. FPAI is a corporation duly organized, validly existing and
in good standing under the laws of the State of Florida and is licensed or
qualified as a foreign corporation in all states in which the nature of its
business or the character or ownership of its properties makes such licensing or
qualification necessary.
4.3 Capitalization. The authorized capital stock of FPAI consists of 10,000,000
shares of common
voting stock, having no par value, of which all 10,000,000 shares are issued and
outstanding, all fully paid and non-assessable; there are no outstanding
options, warrants or calls pursuant to which any person has the right to
purchase any authorized and unissued capital stock of FPAI.
4.4 Financial Statements. The financial statements of FPAI furnished to ISI,
consisting of balance sheets for the calendar years ended December 31, 1994 and
1995, and related statements operations, stockholders' equity and cash flows for
the periods then ended, attached hereto as Exhibit D and incorporated herein by
reference, are correct and fairly present the financial condition of FPAI as of
that date and for the periods involved, and such statements were prepared in
accordance with generally accepted accounting principles consistently applied.
4.5 Undisclosed Liabilities. FPAI has no material liabilities of any nature
except to the extent reflected or reserved against in the balance sheet, whether
accrued, absolute, contingent or otherwise, including, without limitation, tax
liabilities and interest due or to become due, except as set forth in Exhibit E
attached hereto and incorporated herein by reference.
4.6 Interim Changes. Since the date of its balance sheet, except as set forth in
Exhibit E, there have been no (1) changes in the financial condition, assets,
liabilities or business of FPAI which, in the aggregate, have been materially
adverse; (2) damages, destruction or loss of or to the property of FPAI, payment
of any dividend or other distribution in respect of the capital stock of FPAI,
or any direct or indirect redemption, purchase or other acquisition of any such
stock; or (3) increases paid or agreed to in the compensation, retirement
benefits or other commitments to employees.
4.7 Title to property. FPAI has good and marketable title to all properties and
assets, real and personal, proprietary or otherwise, reflected in its balance
sheet, and the properties and assets of FPAI are subject to no mortgage, pledge,
lien or encumbrance, except for liens shown therein or in Exhibit E, with
respect to which no default exists.
4.8 Litigation. There is no litigation or proceeding pending, or to the
knowledge of FPAI, threatened, against or relating to FPAI, its properties or
business, except as set forth in Exhibit E. Further, no officer, director or
person who may deemed to be an affiliate of FPAI is party to any material legal
proceeding which could have an adverse affect on FPAI (financial or otherwise),
and none is party to any action or proceeding wherein any has an interest
adverse to FPAI.
4.9 Books and Records. From the date of this Plan to the Closing, the
Stockholders will cause FPAI to (1) give to ISI and its representatives full
access during normal business hours to all of its offices, books records,
contracts and other corporate documents and properties so that ISI may inspect
and audit them; and (2) furnish such information concerning the properties and
affairs of FPAI as ISI may reasonably request.
4.10 Tax returns. FPAI has filed all federal and state income or franchise tax
returns required to be filed or has received currently effective extentions of
the required filing dates.
4.11 Confidentiality. Until the Closing (and continuously if there is no
Closing), the Stockholders and their representatives will keep confidential any
information which they obtain from ISI concerning its properties, assets and
business. If the transactions contemplated by this Plan are not consummated by
may 7, 1996, the Stockholders will return to ISI all written matter with respect
to ISI obtained by them in connection with the negotiation or consummation of
this Plan.
4.12 Investment Intent. The stockholders are acquiring the shares to be
delivered to them under this Plan for investment and not with a view to the sale
or distribution thereof, and the Stockholders have no commitment or present
intention to liquidate the Company or to sell or otherwise dispose of the ISI
stock. The Stockholders shall execute and deliver to ISI on the Closing an
Investment Letter attached hereto as Exhibit F and incorporated herein by
reference, acknowledging the "unregistered" and "restricted" nature of the
securities of the ISI being received under the Plan in exchange for the FPAI
Shares, and receipt of certain material information regarding ISI.
4.13 Corporate Authority. FPAI has full corporate power and authority to enter
into this Plan and to carry out its obligations hereunder and will deliver to
ISI or its representative at the Closing a certified copy of resolutions of its
Board of Directors authorizing execution of this Plan by its officers and
performance thereunder.
4.14 Due Authorization. Execution of this plan and performance by FPAI hereunder
has been duly authorized by all requisite corporate action on the part of FPAI,
and this Plan constitutes a valid and binding obligation of FPAI and performance
hereunder will not violate any provision of the Articles of Incorporation,
Bylaws, agreements, mortgages or other commitments of FPAI.
4.15 Environmental Matters. FPAI has no knowledge of any assertion by any
governmental agency of other regulatory authority of any environmental lien or
action, or of any cause for any such lien or action.
Section 5
Conditions Precedent to Obligations of Stockholders and FPAI
All obligations of the Stockholders and FPAI under this Plan are subject, at
their opinion, to the fullfillment, before or a the Closing, of each of the
following conditions:
5.1 Representations and warranties true at Closing. The representations and
warranties of ISI contained in this plan shall be deemed to have been made again
at and as of the Closing and shall then be true in all material respects and
shall service the Closing.
5.2 Due performance. ISI shall have performed and complied with all the terms
and conditions required by this Plan to be performed or complied with by it
before the Closing.
5.3 Officers' Certificate. The Stockholders shall have been furnished with a
certificate signed by the president of ISI, in his capacity as President and
personally, attached hereto as Exhibit G attached hereto and incorporated herein
by reference, dated as of the Closing, certifying (1) that all representations
and warranties of ISI contained herein are true and correct; and (2) that since
the date of the financial statements (Exhibit B hereto) there has been no
material adverse change in the financial condition, business or properties of
ISI taken as a whole.
5.4 Opinion of Counsel of ISI. The Stockholders shall have received an opinion
of counsel for ISI, dated as of the Closing, to the effect that (1) the
representations of Section 3.1, 3.2 and 3.12 are correct; (2) except as
specified in the opinion, counsel knows of no inaccuracy in the representations
in 3.5, 3.6 or 3.7; and (3) the shares of ISI to be issued to the Stockholders
under this Plan will, when so issued, validly issued, fully paid and
non-assessable.
5.5. Changes in Capitalization. As soon after the Closing as is practicable, the
stockholders of ISI shall adopt all resolutions required or necessary to (1)
effect a reverse split of the pre-Plan outstanding shares of common stock of ISI
so that the post-split pre-Plan outstanding shares of common stock of ISI shall
amount to 436,842 shares, more or less, depending upon rounding resulting from
the reverse split; (2) increase the authorized capital of ISI from 10,000,000
shares to 50,000,000 shares; (3) decrease the par value of the ISI commons stock
from $0.10 per share to $0.001 per share, with appropriate adjustments in the
stated capital and additional capital accounts of ISI; and (4) change the name
of ISI to "Enviro Voraxial Technology." The prompt adoption of such resolutions
shall be a condition. Subsequent to the obliagtions of FPAI and the Stockholders
under this Plan.
5.6 Assets and Liabilities of ISI. ISI shall have no assets and liabilities at
Closing, and all costs, expenses and fees incident to the Plan shall have been
paid.
5.7 Resignations of Present Directors and Executive Officers and Designation of
new Directors and Executive Officers. The present directors and executive
officers of ISI shall have resigned, in seriatim, and shall have designated the
directors and executive officers of FPAI to serve in their place and stead, and
until their respective successors shall be elected and qualified or until their
respective prior resignations or terminations.
Section 6
Conditions Precedent to Obligations of ISI
All obligations of ISI under this Plan are subject, at its option, to the
fulfillment, before or at the Closing, of each of the following conditions:
6.1 Representations and warranties True at Closing. The Stockholders' and FPAI's
representations and warranties contained in this Plan shall be deemed to have
been made again at and as of the Closing and shall then be true in all material
respects and shall service the Closing.
6.2 Due Performance. The Stockholders and FPAI shall have performed and complied
with all the terms and conditions required by this Plan to be performed or
complied with by them before the Closing.
6.3 Officer's and Stockholders' Certificate. ISI shall have been furnished with
a certificate signed by the President of FPAI, in his capacity as President and
Personally, attached hereto as Exhibit H and incorporated herein by reference,
dated as of the Closing, certifying (1) that all representations and warranties
of FPAI contained herein are true and correct; and (2) that since the date of
the financial statements (Exhibit G) there has been no material adverse change
in the financial condition, business or properties of FPAI taken as a whole.
6.4 Opinion of Counsel of FPAI. ISI shall have received an opinion of counsel
for FPAI, dated as of the Closing, to the effect that (1) the representations of
Sections 4.2 and 4.13 are correct; (2) except as specified in the opinion,
counsel knows of no inaccuracy in the representations in 4.6, 4.7 or 4.8; and
(3) the FPAI Shares to be delivered to ISI under this Plan will, when so
delivered, have been validly issued, fully paid and non-assessable, and will be
free and clear of any liens or
encumbrances.
6.5 Books and Records. The Stockholders or the Board of Directors of FPAI shall
have caused FPAI to make available all books and records of FPAI, including
minute books and stock transfer records; provided, however, only to the extent
requested in writing by ISI at Closing.
6.6 Acceptance by Stockholders. The terms of this Plan shall have been accepted
by the Stockholders of FPAI who own not less than 80% of the outstanding voting
securities of FPAI as evidenced by their signatures on Exhibit F and each such
Stockholder specifically waives any preemptive right each or any may have with
respect to any FPAI Shares ever authorized or issued by FPAI, past, present,
future or for any reason whatsoever. Any Stockholder accepting the terms of this
Plan within 30 days of the date hereof shall be included herein.
Section 7
Termination
Prior to Closing, this Plan may be terminated (1) by mutual consent in writing;
(2) by either the Directors of ISI or the Stockholders and FPAI if there has
been a material misrepresentation or material breach of any warranty or covenant
by the other party; or (3) by either the Directors of ISI or the Stockholders
and FPAI if the Closing shall not have taken place, unless adjourned to a later
date by mutual consent in writing, by the date fixed in Section 2.
Section 8
Stockholders' Representative
The Stockholders hereby irrevocably designate and appoint Xxxxxxx Di Bella as
their agent and attorney in fact ("Stockholders' Representative") with full
power and authority until the Closing to execute, deliver and receive on their
behalf all notices, requests and other communications hereunder; to fix and
alter on their behalf the date, time and place of the Closing; to waive, amend
or modify any provisions of this Plan and to take such other action on their
behalf in connection with this Plan, the Closing and the transactions
contemplated hereby as such agent deems appropriate; provided, however, that no
such waiver, amendment or modification may be made if it would decrease the
number of shares to be issued to the Stockholders under Section 1.1 hereof or
increase the extent of their obligation to ISI hereunder, unless agreed in
writing by the Stockholders of FPAI.
Section 9
General Provisions
9.1 Further Assurances. At any time, and from time to time, after the Closing,
each party will execute such additional instruments and take such action as may
be reasonably requested by the
other party to confirm or perfect title to any property transferred hereunder or
otherwise to carry out the intent and purposes of this Plan.
9.2 Waiver. Any failure on the part of any party hereto to comply with any of
its obligations, agreements or conditions hereunder may be waived in writing by
the party to whom such compliance is owed.
9.3 Brokers. Each party represents to the other parties hereunder that no broker
or finder has acted for it in connection with this Plan, and agrees to indemnify
and hold harmless the other parties against any fee, loss or expense arising out
of claims by brokers or finders employed or alleged to have been employed by it.
9.4 Notices. All notices and other communications hereunder shall be in writing
and shall be deemed to have been given if delivered in person or sent by prepaid
first-class registered or certified mail, return receipt requested, as follows:
If to ISI: Idaho Silver, Inc.
000 Xxxxx Xxxxxx
Xxxxxxx, Xxxxx 00000
With a copy to: Xxxxx X. Xxxxx, Esq. (Consultant)
000 Xxxx Xxxxxx Xxxx
Xxxxxxxxx, Xxxxxxxxxx 00000-0000
If to FPAI: Florida Precision Aerospace, Inc.
000 Xxxxx Xxxxxxxxx Xxx.; Xxxxx 0-0
Xxxxxxxxx Xxxxx, Xxxxxxx 00000
With a copy to: Xxxxxxx X. Xxxxxxxxxx, Esq.
000 Xxxx 000 Xxxxx, Xxxxx 000
Xxxx Xxxx Xxxx, Xxxx 00000
If to the Stockholders: To the addresses listed on Exhibit A
9.5 Entire Agreement. This Plan constitutes the entire agreement between the
parties and supersedes and cancels any other agreement, representation, or
communication, whether oral or written, between the parties hereto relating to
the transactions contemplated herein or the subject matter hereof.
9.6 Headings. The section and subsection headings in this Plan are inserted for
convenience only and shall not affect in any way the meaning or interpretation
of this Plan.
9.7 Governing Law. This Plan shall be governed by and construed and enforced in
accordance with the laws of the State of Idaho, except to the extent pre-empted
by federal law, in which event (and to that extent only), federal law shall
govern.
9.8 Assignment. This Plan shall inure to the benefit of, and be binding upon,
the parties hereto and their successors and assigns; provided however, that any
assignment by any party of its rights under this Plan without the prior written
consent of the other parties shall be void.
9.9 Counterparts. This Plan may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement and Plan of
Reorganization effective the day and year first above written.
IDAHO SILVER, INC.
By /s/ Xxxxxx X. Xxxxxxxx
----------------------
Its President
FLORIDA PRECISION AEROSPACE, INC.
By /s/ Xxxxxxx Di Bella
--------------------
Its President
EXHIBIT A
Number of Shares of
Number of Shares Stock of ISI
Owned of to be
Name and Address FPAI Received in Exchange
---------------- ---- --------------------
Xxxxxxx Di Bella 7,830,000 7,830,000
0000 Xxxxxxx Xxxxx
Xx. Xxxxxxxxxx, Xxxxxxx 00000
Xxxxxx X. Xxxxxxx 2,000,000 2,000,000
000 X. Xxxxxxxxx Xxx.
Xxxxxxxxx Xxxxx, Xxxxxxx 00000
Agostino Di Bella 100,000 100,000
000 Xxxxx Xxx.
Xxxxxxxxx, Xxx Xxxxxx 00000
Xxxx X. Di Bella 10,000 10,000
000 Xxxxx Xxx.
Xxxxxxxxx, Xxx Xxxxxx 00000
Xxxxxx X. Di Bella 10,000 10,000
00 Xxxxx Xxxx Xx.
Xxxxxxxxx, Xxx Xxxxxx 00000
Xxxxxxxxxxx X. Xxxxxxx 10,000 10,000
00 Xxxxx Xxxxx
Xxxxxxxx, Xxx Xxxxxx 00000
Xxxxxx X. Di Bella, Jr. 10,000 10,000
0000 Xxxxxxx Xxxxx
Xx. Xxxxxxxxxx, Xxxxxxx 00000
Xxxxx X. Di Bella 10,000 10,000
0000 Xxxxxxx Xxxxx
Xx. Xxxxxxxxxx, Xxxxxxx 00000
Xxxxx Di Bella 10,000 10,000
0000 Xxxxxxx Xxxxx
Xx. Xxxxxxxxxx, Xxxxxxx 00000
Xxxxx Xxx Xxxxxx 10,000 10,000
0000 Xxxx Xxxxxx Xxxxx ------ ------
Xxxxxxx, Xxxxxxx 00000
TOTALS 10,000,000 10,000,000
