Exhibit 10.02
AGREEMENT AND PLAN OF REORGANIZATION
This Agreement and Plan of Reorganization (the "Agreement") is dated
as of May 20, 1999 by and between ▇▇▇▇▇▇.▇▇▇▇▇▇▇ Inc., a Delaware
corporation ("GTrade") and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, the sole shareholder
("Shareholder") of ▇▇▇▇▇▇▇.▇▇▇ Inc., a Nevada corporation ("FleaMan").
1. Plan of Reorganization. The Shareholder is the owner of all
10,000 issued and outstanding shares (the "FleaMan Shares") of Common Stock
of FleaMan. It is the intention of the parties hereto that the FleaMan
Shares shall be conveyed to GTrade in exchange for 400,000 shares of GTrade
Common Stock, $.001 par value and 100,000 shares of GTrade Series A
Preferred Stock, $.05 par value (the "GTrade Shares"), which are
authorized, but have not yet been issued by GTrade. The terms of the
GTrade Series A Preferred Stock are encompassed within Appendix I hereto.
On the Closing Date, as hereinafter defined, the Shareholder will deliver
the FleaMan Shares to GTrade and GTrade will deliver to the Shareholder
certificates representing the GTrade Shares in the names and amounts set
forth on Exhibits "A" and "B", free and clear of all claims, liens, and
encumbrances. On the Closing Date, FleaMan will be a wholly-owned
subsidiary of GTrade.
The GTrade Shares shall be issued in certificates in form and
substance satisfactory to counsel for GTrade. The Shareholder represents
and warrants that he will receive and hold the GTrade Shares for investment
and not with a view to the distribution thereof, and that he understands
that the GTrade Shares to be received by him will bear a legend
acknowledging that such shares are "restricted securities" as that term is
defined in Rule 144 promulgated by the Securities and Exchange Commission
("Rule 144") pursuant to the Securities Act of 1933 (the "Act"). The
Shareholder understands and agrees that the GTrade Shares may not be
publicly offered or sold by him for a period of one year from the Closing
Date and thereafter may be publicly offered or sold by him only pursuant to
(a) Rule 144 or some other exemption from registration under the federal
securities laws, as determined by counsel to GTrade or (b) a Registration
Statement which has been declared effective by the Securities and Exchange
Commission. There can be no assurance that GTrade will then satisfy the
requirements for such a sale pursuant to Rule 144, and GTrade has not, nor
will it have, any obligation to the Shareholder whatsoever to file a
Registration Statement covering the GTrade Shares. The Shareholder further
agrees that the transfer agent for the Common Stock of GTrade will be
instructed to place a "stop transfer" order against all of the GTrade
Shares to be issued to the Shareholder hereunder prohibiting the transfer
of the GTrade Shares on the books and records of GTrade until the
conditions set forth above have been satisfied.
2. Delivery of Shares. On the Closing Date, the Shareholder will
deliver certificates for the FleaMan Shares, duly endorsed, so as to make
GTrade the sole owner thereof, free and clear of all claims, liens and
encumbrances; and on such Closing Date delivery of the certificates
representing the GTrade Shares will be made to the Shareholder as set forth
above. Delivery will be made at such place as may be determined by the
parties.
3. Representations of Shareholder. The Shareholder represents and
warrants as follows:
(a)As of the Closing Date, Shareholder will be the sole owner of the
FleaMan Shares appearing of record in his name; such FleaMan shares will
be free from claims, liens or other encumbrances; and, Shareholder will
have the unqualified right to transfer such FleaMan Shares;
(b) The FleaMan Shares constitute duly and validly issued shares of
FleaMan, and are fully-paid and nonassessable;
(c) FleaMan has not conducted any operations since its
incorporation on April 29, 1999, and its sole asset consists of an internet
website identified as "▇▇▇▇▇▇▇.▇▇▇," which was received from the
Shareholder in consideration of the issuance to Shareholder of the FleaMan
Shares.
(d) Since incorporation on April 29, 1999 and on the Closing Date,
there will not be any material adverse changes in the financial position of
FleaMan;
(e) FleaMan is not and as of the Closing Date will not be involved
in any pending litigation or governmental investigation or proceeding not
disclosed in writing to GTrade, and to the knowledge of the Shareholder no
litigation or governmental investigation or proceeding is threatened
against FleaMan;
(f) As of the Closing Date, FleaMan will be in good standing as a
Nevada corporation;
(g) The authorized capital stock of FleaMan consists of 25,000,000
shares of Common Stock, $.001 par value per share; as of the Closing Date
10,000 shares of FleaMan Common Stock will be issued and outstanding, all
of which shares will be validly issued, fully-paid and nonassessable and
there is not, and as of the Closing Date there will not be, outstanding any
warrants, options or other agreements on the part of FleaMan obligating
FleaMan to issue any additional shares of its Common Stock or any of its
securities of any kind;
(h) Neither the execution and delivery of this Agreement nor the
consummation of the transactions contemplated hereby will violate any
provision of the Articles of Incorporation or By-laws of FleaMan; will
violate, conflict with or result in the breach or termination of or
otherwise any contracting party the right to terminate or constitute a
default under the terms of any agreement or instrument to which FleaMan is
a party or by which any of its property or assets may be bound; or result
in the creation of any lien, charge or encumbrance upon the properties or
assets of FleaMan; violate any judgment, order, injunction, decree or award
against or binding upon FleaMan or upon its securities, property or
business;
(i) Except as set forth on Exhibit "C" (if required) hereto FleaMan
is not now nor prior to the Closing Date will it become (without the
consent of GTrade) a party to or be bound by any written or oral; (i)
contract not made in the ordinary course of business; (ii) employment,
advisory or consulting contract; (iii) contract with any labor or trade
union or association; (iv) bonus, pension, profit-sharing, retirement,
stock purchase, hospitalization insurance or any other plan providing for
employee benefits; (v) lease with respect to any property, real, personal
or mixed, whether as lessor or lessee; (vi) continuing contract for the
future purchase of material supplies, equipment or services in excess of
$1,000 per contract; or (vii) single contract for expenditures or
commitment for expenditures in excess of $10,000 or extending beyond
December 31, 1999.
4. Representations of GTrade. GTrade represents and warrants to
Shareholder as follows:
(a) GTrade is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware.
(b) GTrade has all requisite power and authority to carry on its
business as presently conducted, to enter into this Agreement and to
perform its obligations under this Agreement. The consummation of the
transactions contemplated by this Agreement will not violate, nor be in
conflict with, any provision of GTrade's Certificate of Incorporation,
By-laws, or any agreement or instrument to which GTrade is a party or is
bound, or any judgment, decree, order, statute, rule or regulation
applicable to GTrade.
(c) GTrade's execution, delivery, and performance of this Agreement
and the transactions contemplated hereby have been duly and validly
authorized by all action, corporate, shareholder, and otherwise, required
under GTrade's Certificate of Incorporation or By-laws, or under the
Delaware General Corporation Law, or under any other statute, ruling, law,
or agreement affecting the business operations of GTrade.
(d) This Agreement has been duly executed and delivered on behalf
of GTrade, and at the Closing all documents and instruments required
hereunder to be executed and delivered by GTrade shall have been duly
executed and delivered. This Agreement does, and such documents and
instruments shall, constitute legal, valid and binding obligations of
GTrade enforceable in accordance with their terms.
(e) GTrade presently has U.S.$50,000.00 cash which is not subject
to any claim, lien, encumbrance or offset, and GTrade will continue to have
such cash amounts through the Closing Date.
(f) The total authorized capitalization of GTrade consists of
50,000,000 shares of Common Stock, $.001 par value and 700,000 shares of
Preferred Stock, $.05 par value. The number of shares of each category to
be outstanding on the Closing Date before the issuance of the GTrade Shares
to the Shareholder is as follows:
Common Stock 10,155,800.06
Common Stock Options 4,000,000(1)
Preferred Stock -0-
_______________________
(1) Outstanding options for 4,000,000 are exercisable at $.25/share through
June 16, 1999.
(g) As of the Closing Date, the GTrade Shares to be delivered to
the Shareholder will constitute valid and legally issued, fully-paid and
nonassessable shares of GTrade, and will be legally equivalent in all
respects to the Common Stock of GTrade issued and outstanding as of the
date hereof.
(h) The Officer and Director of GTrade are set forth on Exhibit
"D"; GTrade has taken all necessary corporate action to authorize the
execution of this Agreement and the issuance of the GTrade Shares
contemplated hereby and the officer of GTrade is duly authorized to execute
this Agreement;
(i) Since December 31, 1997 there have not been and prior to the
Closing Date there will not be any material changes in the financial
position of GTrade except those otherwise disclosed to the Shareholder.
(j) GTrade is not involved in any pending litigation or
governmental investigation or proceeding, except as disclosed to the
Shareholder;
(k) As of the Closing Date GTrade will be in good standing as a
Delaware Corporation.
(l) GTrade shall make available to FleaMan, as its subsidiary,
U.S.$3,000,000.00 over a period of four (4) months following the Closing
Date, as, when and reasonably required to implement the business plan of
FleaMan and otherwise expand such business.
5. Prohibited Acts. GTrade agrees not to do any of the following
things prior to the Closing Date, and the Shareholder agrees that prior to
the Closing Date he will not request or permit FleaMan to do any of the
following things:
(a) Declare or pay any dividends or other distributions on its
stock or purchase or redeem any of its stock;
(b) Issue any stock or other securities, including any rights or
options to purchase or otherwise acquire any of its stock, or issue any
notes or other evidences of indebtedness not in the usual course of
business; or
(c) Make capital expenditures in excess of an aggregate of
Twenty-Five Thousand Dollars ($25,000).
6. Delivery of Records. The Shareholder agrees that on or before
the Closing Date he will cause to be delivered to GTrade such corporate
records or other documents of FleaMan as GTrade may reasonably request.
7. Resignation of Officer of GTrade. The officer of GTrade will
submit her resignation at closing, whereupon Shareholder shall become the
interim President and a Director of GTrade, and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ shall be
appointed to serve as Secretary/Treasurer of GTrade.
8. Conditions to the Obligations of GTrade and the Shareholder.
(a) The obligations of GTrade to consummate the transactions
contemplated by this Agreement are subject to the fulfillment, at or before
the Closing Date of the following further conditions; (i) each of the
representations and warranties of the Shareholder contained in this
Agreement or in any written statement exhibit, financial statement or
schedule or other document delivered pursuant hereto or in connection with
the transactions contemplated hereby shall be true in all respects as the
Closing Date as if then made (except to the extent waived hereunder or as
affected by the transactions contemplated hereby); (ii) the Shareholder
shall have performed and complied with all covenants, agreements and
conditions required by this Agreement to be performed or complied with by
him prior to or at the Closing Date and GTrade shall have been furnished
with a certificate of the President of FleaMan dated the Closing Date
certifying in such detail as GTrade may reasonably request to the
fulfillment of such conditions; (iii) all documents and proceedings of the
Shareholder and FleaMan in connection with the transactions contemplated
hereby shall have been approved as to firm and substance by GTrade and its
counsel, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, whose approval will not unreasonably be
withheld.
(b) The obligations of the Shareholder to consummate the
transactions contemplated by this Agreement are subject to the fulfillment,
at or before the Closing Date of the following further conditions; (i) each
of the representations and warranties of GTrade contained in this Agreement
or in any written statement exhibit, financial statement or schedule or
other
document delivered pursuant hereto or in connection with the transactions
contemplated hereby shall be true in all respects as the Closing Date as if
then made (except to the extent waived hereunder or as affected by the
transactions contemplated hereby); (ii) GTrade shall have performed and
complied with all covenants, agreements and conditions required by this
Agreement to be performed or complied with by it prior to or at the Closing
Date and the Shareholder shall have been furnished with a certificate of
the President/Secretary of GTrade dated the Closing Date certifying in such
detail as the Shareholder may reasonably request to the fulfillment of such
conditions; (iii) all documents and proceedings of GTrade in connection
with the transactions contemplated hereby shall have been approved as to
form and substance by the Shareholder.
(c) All of the representations and warranties of the Shareholder
contained in this Agreement or any exhibit thereto shall have been
acknowledged by FleaMan. All of the representations and warranties of
GTrade and the Shareholder shall be true in all material respects on the
Closing Date as if then made. All such representations and warranties
shall survive the Closing Date of this transaction.
9. Notices. Any notice which any of the parties hereto may desire
to serve upon any of the other parties hereto shall be in writing and shall
be conclusively deemed to have been received by the party at its address by
FAX, or, if mailed, postage prepaid, United States mail, registered, return
receipt requested, to the following address:
If to the Shareholder:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
If to GTrade:
▇▇▇▇▇▇.▇▇▇▇▇▇▇ Inc.
c/o The Ridge Group
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇. ▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
10. Successors. This Agreement shall be binding upon and inure to
the benefit of the heirs, personal representatives and successors and
assigns of the parties.
11. Closing Date. The Closing Date shall be June 1, 1999 at 1:00
p.m., or such later date as to which the parties shall agree.
12. Choice of Law. This Agreement shall be construed and enforced
in accordance with the laws of the State of Nevada. Any action arising out
of or under this Agreement shall be brought in the Courts of the State of
Nevada, ▇▇▇▇▇ County.
13. Counterparts. This Agreement may be signed in one or more
counterparts, all of which taken together shall constitute an entire
agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
▇▇▇▇▇▇.▇▇▇▇▇▇▇ Inc. ▇▇▇▇▇▇▇.▇▇▇ Inc.
BY:/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ BY:/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇▇▇▇▇, President ▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
President
Exhibit "D"
▇▇▇▇▇▇.▇▇▇▇▇▇▇ Inc.
Officer and Director
Name and Address Signature
▇▇▇▇▇▇ ▇▇▇▇▇▇, Director
▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇. ▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇ (Phone/FAX)
_____________________________
▇▇▇▇▇▇▇▇ ▇▇▇▇▇, President
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
_____________________________
FIRST AMENDMENT TO
AGREEMENT AND PLAN OF REORGANIZATION
This first amendment ("First Amendment") to that Agreement and Plan of
Reorganization dated May 20, 1999 ("Agreement") is made this 11th day of
August, 1999 by and between ▇▇▇▇▇▇.▇▇▇▇▇▇▇ Inc., a Delaware corporation
("GTrade") and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, formerly the sole shareholder
("Shareholder") of ▇▇▇▇▇▇▇.▇▇▇ Inc., a Nevada corporation ("FleaMan").
WHEREAS, GTrade and the Shareholder are desirous of amending the
Agreement in certain respects as hereinafter provided.
NOW THEREFORE, in consideration of the mutual covenants and conditions
set forth below, and for over good and valuable consideration, the receipt
and sufficiency of which are acknowledged, it is hereby agreed as follows:
1. The following paragraph shall be added to the Agreement:
14. Miscellaneous.
a. The provisions of paragraph 4(1) shall be deemed modified to
reflect that the contribution of $3,000,000.00 referred to therein shall be
made as follows:
GTrade has heretofore advanced $40,000.00 to FleaMan, and will
advance an additional $100,000.00 to FleaMan by 5:00 p.m. on August 12,
1999; and another $100,000.00 on September 10, 1999. On or before September
10, 1999, GTrade and Shareholder shall jointly review the business plan for
FleaMan and jointly decide on the time schedule for funding the balance of
the $2,760.000.00. In no event, shall the finding of said balance be later
than March 10, 2000. All prior and future advances of the $3,000,000.00
commitment shall be utilized by FleaMan in pursuit of the business plan
adopted for FleaMan as the same may be amended from time-to-time way the
consent of GTrade, and no part of such contribution shall be removed from
FleaMan once contributed.
b. Should GTrade for any reason fail to fund the balance of the
$3,000,000.00 commitment referred to paragraph 4(1) of the Agreement, upon
the dates set forth in subparagraph (a) above (and after the failure to
cure such non-payment within three days from the due date) ▇▇▇▇▇▇ shall
have the right to (i) terminate the Agreement, (ii) retrieve from GTrade
100% of the issued and outstanding shares of ▇▇▇▇▇▇▇.▇▇▇ Inc., and (iii)
▇▇▇▇▇▇▇.▇▇▇ Inc. shall retain all monies theretofore advanced as liquidated
damages for the Shareholder's efforts in attempting to make its business
successful, and GTrade shall thereafter have no further obligations to
Shareholder or FleaMan. In such event, both GTrade and ▇▇▇▇▇▇ agree to
immediately cause the return of any stock in GTrade or ▇▇▇▇▇▇▇.▇▇▇ Inc.
issued to the other pursuant to and in accordance with the Agreement.
c. Shareholder acknowledges that GTrade is the owner of 100% of the
issued and outstanding shares of ▇▇▇▇▇▇▇.▇▇▇ Inc. effective as of June 2,
1999, the effective Closing Date under the Agreement. GTrade confirms and
acknowledges that ▇▇▇▇▇▇ is the owner of 400,000 shares of its common
stock, and 100,000 shares of its Series A preferred stock, effective as of
June 2, 1999, the effective Closing Date under the Agreement. The parties
agree to promptly issue stock certificates evidencing ownership in
accordance with the above.
d. Each party represents to the other that the execution of this
First Amendment to the Agreement has been duly authorized by all necessary
corporate action required by law, and that this First Amendment to the
Agreement is fully enforceable in accordance with its provisions.
e. This First Amendment may be executed in any number of
counterparts, which together shall constitute one arid the same instrument.
Delivery of an executed counterpart of this First Amendment by
telefacsimile shall be equally as effective as delivery of a manually
executed counterpart of this First Amendment. Any party delivering an
executed counterpart of this First Amendment by telefacsimile shall also
deliver a manually executed counterpart of this First Amendment, but the
failure to deliver a manually executed counterpart shall not affect the
validity, enforceability, and binding effect of this First Amendment.
15. Except as expressly set forth herein, the parties ratify and
reaffirm each and every provision of the Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this First
Amendment to the Agreement as of the date first above written.
▇▇▇▇▇▇.▇▇▇▇▇▇▇ Inc.
By:/s/ ▇▇▇▇ ▇▇▇▇▇
--------------------------
▇▇▇▇ ▇▇▇▇▇, President
▇▇▇▇▇▇▇.▇▇▇ Inc.
By:/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President