STOCK PURCHASE AGREEMENT Dated January 8, 2008
Dated
January 8, 2008
by
and
between
FORTRESS
FINANCIAL GROUP, INC.
and
those
shareholders of
MONEYWORX,
INC.
Listed
on
Schedule A hereto
1
THIS
STOCK PURCHASE AGREEMENT (“Agreement”) dated January 8, 2008, is made and
entered into by and between Fortress Financial Group, Inc., a Wyoming
corporation, with its principal office located at ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇
▇, ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ (“Purchaser”) and those shareholders
listed on Schedule A
annexed hereto
(“Sellers”).
WHEREAS,
Sellers are the shareholders of all of the outstanding shares of Moneyworx,
Inc.
(“Moneyworx”).
WHEREAS,
Sellers desire to sell, transfer and assign to Purchaser, and Purchaser desires
to purchase and acquire from Sellers, all the issued and outstanding shares
of
Moneyworx (“Shares”) on the terms set forth herein.
NOW,
THEREFORE, in consideration of the mutual covenants and promises set forth
in
this Agreement, and for other good and valuable consideration, the receipt
and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
ARTICLE
I
SALE
OF SHARES AND CLOSING DATE
1.01
Shares. Subject
to the terms and conditions hereinafter set forth, Purchaser hereby agrees
to
purchase the Shares from Sellers for the Purchase Price (as defined below)
and
Sellers agree to sell the Shares to Purchaser for the Purchase
Price.
1.02
Purchase Price.
The purchase price for the Shares shall be five hundred (500) shares
of
Fortress Financial Group, Inc.’s restricted common stock for every one (1) share
of Moneyworx, Inc. common stock to be delivered at the Closing (as that term
is
defined in paragraph 1.04).
1.03
Liabilities. At
the Closing, Purchaser will have no liabilities of any kind or nature other
than
the obligations listed as part of on Schedule C
(“Liabilities”). To the
extent that any other liabilities or obligations
of any kind or nature are not covered by Schedule C, exist at
Closing or arise after the Closing related only to activities of Purchaser
prior
to Closing, Purchaser shall indemnify, defend and hold harmless Moneyworx and
Sellers from any such liabilities and obligations, including, without
limitation, those items listed on Schedule
C (“Retained Liabilities”) and any other liabilities the
parties mutually agree in writing to be a Retained Liability.
1.04
Closing. The
closing of the transaction contemplated herein (“Closing”) shall take place on
January 8, 2008 in Bradenton, Florida, or at such other place as Purchaser
and
Sellers mutually agree at the Closing. At Closing, the following shall be
delivered (the “Closing Documents”):
(a)Purchaser
shall deliver to Sellers:
2
(i) The
payment pursuant to Section 1.02 of this Agreement.
(ii) A
secretary’s certificate (or equivalent) certifying the resolutions of the board
of directors of Purchaser which, among other things: (a) approve the execution
and delivery of this Agreement and the carrying out of the transactions
contemplated hereby; and (b) approve the purchase of the Shares.
(iii)An
opinion of its counsel in the form attached hereto as Schedule
D.
(b)Sellers
shall deliver to Purchaser:
(i) Stock
Certificate(s) representing all the issued and outstanding shares of capital
stock of Moneyworx together with stock powers thereafter duly endorsed in favor
of Purchaser.
(ii) A
good
standing for Moneyworx as of the Closing.
E.
1.05
Further Assurances;
Post-Closing Cooperation.
(a) Subject
to the terms and conditions of this Agreement, at any time or from time to
time
after the Closing, at Purchaser's request and without further consideration,
Sellers shall execute and deliver to Purchaser within ten (10) days following
such request, as the case may be, such other instruments of sale, transfer,
conveyance, assignment and confirmation, provide such materials and information
and take such other actions as Purchaser may reasonably deem necessary or
desirable in order to more effectively transfer, convey and assign to Purchaser,
and to confirm Purchaser's title to, the Shares and, to the full extent
permitted by law, to put Purchaser in actual possession and operating control
of
Sellers’ business and to assist Purchaser in exercising all rights with respect
thereto, and otherwise to cause Sellers to fulfill their obligations under
this
Agreement.
(b) Following
the Closing, each party will afford the other party, its counsel and its
accountants, during normal business hours, reasonable access to the books,
records and other data relating to its business in its possession with respect
to periods prior to the Closing and the right to make copies and extracts
therefrom, to the extent that such access may be reasonably required by the
requesting party in connection with (i) the preparation of tax returns, (ii)
the
determination or enforcement of rights and obligations under this Agreement,
(iii) compliance with the requirements of any governmental or regulatory
authority, (iv) the determination or enforcement of the rights and obligations
of any party to this Agreement, or (v) in connection with any actual or
threatened action or proceeding. Further each party agrees for a period
extending six (6) years after the Closing not to destroy or otherwise dispose
of
any such books, records and other data unless such party shall first offer
in
writing to surrender such books,
records
and other data to the other party and such other party shall not agree in
writing to take possession thereof during the ten (10) day period after such
offer is made.
3
(c)
If,
in order properly to prepare its tax returns, other documents or reports
required to be filed with governmental or regulatory authorities or its
financial statements or to fulfill its obligations hereunder, it is necessary
that a party be furnished with additional information, documents or records
relating to its business not referred to in paragraph (b) above, and such
information, documents or records are in the possession or control of the other
party, such other party shall use its best efforts to furnish or make available
such information, documents or records (or copies thereof) at the recipient's
request, cost and expense. Each party to this Agreement agrees to keep such
information confidential.
(i)
The
shareholders of Moneyworx shall provide audited financial statements required
for Purchaser’s filing of the Form 8-K with the SEC in the required time period.
Notwithstanding same, the shareholders of Moneyworx shall use its best efforts
to provide such audited financial statements within 3 days of the date of the
closing herein.
ARTICLE
II
REPRESENTATIONS
AND WARRANTIES OF SELLERS
Sellers,
hereby jointly and severally, represent and warrant to Purchaser as
follows:
2.01
Corporate Existence.
Moneyworx is a company validly existing and in good standing under the
laws of Wyoming, and has full corporate power and authority to conduct its
business and to the extent now conducted.
2.02
Ownership.
Sellers own
and are conveying to Purchaser all of their rights, title and
interests to the Shares, free and clear of all liens, mortgages, pledges,
security interests, encumbrances or charges of any kind or description and
upon
consummation of the transaction contemplated herein good title in the Shares
shall vest in Purchaser free of all liens and other charges. Sellers represent
that they own all of the issued and outstanding shares in the
Company.
2.03
No Conflicts.
The execution
and delivery of this Agreement, the performance of its
obligations hereunder, and the consummation of the transaction contemplated
hereby, including, without limitation, the sale of the Shares to Purchaser,
shall not conflict with or result in the breach of any term or provision of,
or
violate or constitute a default under any other agreement to which Moneyworx
is
a party, or result in the creation of any lien on any of the Shares or
Purchaser. This Agreement has been duly and validly executed and delivered
by
Sellers and constitutes, and upon the execution and delivery by Sellers of
the
Closing Documents to which it is a party, such Closing Documents will
constitute, legal, valid and binding obligations of Sellers enforceable against
Sellers in accordance with their terms.
2.04
Accuracy and
Completeness of Due Diligence Documents. The documents provided to
Purchaser in response to Purchaser’s due diligence requests, completely and
accurately portray the status of business of Moneyworx as of the Closing and
do
not include a material misstatement or omission of a material fact which would
reasonably likely to have a material
adverse effect on Moneworx or their business. Further, the information included
in such responses shall be incorporated herein as an affirmative representation
and warranty on the part of Sellers.
4
2.05
Continuity of
Business. Sellers reasonably expect that the business represented by the
agreements found in Schedule F will
continue after the date hereof. Sellers have no knowledge that any customer
included in that Schedule intend to terminate or reduce the amount of business
they presently do with Sellers, and Sellers have no knowledge of any state
of
facts which would lead it to believe that any of such customers will terminate
their relationship with Sellers or significantly reduce the amount of business
they presently do with Sellers.
2.06
Claims, Litigation,
Disclosure. Except as set forth in Schedule
G there is
no claim, litigation, tax audit, proceeding or investigation pending or
threatened against Sellers or Moneyworx, with respect to their business, nor
is
there a basis for any such claim, litigation, audit, proceeding or
investigation.
2.07
Taxes. Except
as specifically set forth on Schedule H (the “Tax
Liabilities”), Moneyworx has correctly prepared and timely filed all Federal,
state and local tax returns, estimates and reports, and paid all such taxes
as
and when due. For purposes of this paragraph, taxes shall mean all taxes,
charges, fees, levies or other assessments of any kind whatsoever (including,
without limitation, income, franchise, sales, use and withholding taxes). On
or
before the Closing Date, Sellers shall pay off and satisfy any of the Tax
Liabilities which are then due and payable and provide Purchaser with evidence
thereof in form satisfactory to Purchaser and its counsel and have granted
a
reserve adequate to pay any tax liabilities with respect to the operations
of
the Moneyworx’s business prior to the Closing.
ARTICLE
III
REPRESENTATIONS
,WARRANTIES AND COVENANTS OF PURCHASER
Purchaser
hereby represents and warrants to Sellers as follows:
3.01
Corporate Existence.
Purchaser is a corporation validly existing and in good standing under
the laws of the State of Wyoming, and has full corporate power and authority
to
conduct its business and to the extent now conducted.
3.02
Authority. The
execution and delivery by Purchaser of this Agreement, and the performance
by
Purchaser of its obligations hereunder and under the Closing Documents, are
duly
and validly authorized by Purchaser. This Agreement has been duly and validly
executed and delivered by Purchaser and constitutes, and upon the execution
and
delivery by Purchaser of the Closing Documents to which it is a party, such
Closing Documents will constitute, legal, valid and binding obligations of
Purchaser enforceable against Purchaser in accordance with their
terms.
3.03
No Conflicts.
The execution
and delivery by Purchaser of this Agreement does not, and
the execution and delivery by Purchaser of the Closing Documents to which it
is
a party, the
performance by Purchaser of its obligations under this Agreement and such
Closing Documents and the consummation of the transactions contemplated hereby
and thereby will not conflict with or result in a violation or breach of any
of
the terms, conditions or provisions of any agreement Purchaser is a party
to.
5
3.04
Claims, Litigation,
Disclosure. There is no claim, litigation, tax audit, proceeding or
investigation pending or threatened against Purchaser, with respect to its
business which would have a material effect on its ability to satisfactorily
perform its duties under this Agreement, nor is there a basis for any such
claim, litigation, audit, proceeding or investigation.
3.05
Taxes. The
Purchaser has correctly prepared and timely filed all Federal, state and local
tax returns, estimates and reports, and paid all such taxes as and when due.
For
purposes of this paragraph, taxes shall mean all taxes, charges, fees, levies
or
other assessments of any kind whatsoever (including, without limitation, income,
franchise, sales, use and withholding taxes).
3.06
Actual and Contingent
Liabilities. The Purchaser’s actual and contingent liabilities, listed in
Schedule
C
attached hereto, shall not be in excess of thirty thousand dollars
($30,000) at the time of closing. Notwithstanding the liabilities listed in
Schedule C the
Purchaser’s liabilities shall include all liabilities prior to
closing.
3.07
Accuracy and
Completeness of Due Diligence Documents. The documents provided to
Sellers in response to Seller’s due diligence requests, completely and
accurately portray the status of business of Purchaser as of the Closing and
do
not include a material misstatement or omission of a material fact which would
reasonably be likely to have a material adverse effect on Purchaser or their
business. Further, the information included in such responses shall be
incorporated herein as an affirmative representation and warranty on the part
of
Purchaser.
3.08
Continuity of
Business. Purchaser reasonably expect that the business represented by
the agreements found in Schedule L will
continue after the date hereof. Purchaser has no knowledge that any customer
included in that Schedule intend to terminate or reduce the amount of business
they presently do with Purchaser, and Purchaser has no knowledge of any state
of
facts which would lead it to believe that any of such customers will terminate
their relationship with Purchaser or significantly reduce the amount of business
they presently do with Purchaser.
3.09
Claims, Litigation,
Disclosure. Except as set forth in Schedule
M there is
no claim, litigation, tax audit, proceeding or investigation pending or
threatened against Purchaser, with respect to its business, nor is there a
basis
for any such claim, litigation, audit, proceeding or investigation.
3.10
Taxes. Except
as specifically set forth on Schedule N (the “Tax
Liabilities of Purchaser”), Purchaser has correctly prepared and timely filed
all Federal, state and local tax returns, estimates and reports, and paid all
such taxes as and when due. For purposes of this paragraph, taxes shall mean
all
taxes, charges, fees, levies or other assessments of any kind whatsoever
(including, without limitation, income, franchise, sales, use and withholding
taxes).
6
On
or
before the Closing Date, Purchaser shall pay off and satisfy any of the Tax
Liabilities which are then due and payable and provide Sellers with evidence
thereof in form satisfactory to Sellers and their counsel and have granted
a
reserve adequate to pay any tax liabilities with respect to the operations
of
the Purchaser’s business prior to the Closing.
ARTICLE
IV
CONDITIONS
TO OBLIGATIONS OF PURCHASER
The
obligations of Purchaser hereunder to purchase the Shares are subject to the
fulfillment, at or before the Closing Date, of each of the following conditions
(all or any of which may be waived in whole or in part by Purchaser in its
sole
discretion):
4.01
Representations
and
Warranties. The representations and warranties made by Sellers in this
Agreement, taken as a whole, shall be true and correct, in all respects material
to the validity and enforceability of this Agreement and the Closing Documents
and to the condition of the business, on and as of the Closing Date as though
made on and as of the Closing or, in the case of representations and warranties
made as of a specified date earlier than the Closing, on and as of such earlier
date.
4.02
Performance.
Sellers shall
have performed and complied with, in all material respects,
the agreements, covenants and obligations required by this Agreement to be
so
performed or complied with by Sellers at or before the Closing.
4.03
Officers'
Certificates. Sellers shall have delivered to Purchaser two certificates
of Sellers each dated as of the Closing and executed in the name and on behalf
of Sellers by the President of each of Sellers, substantially in the form of
Schedule I
annexed hereto,
and a certificate executed by the Secretary or any
Assistant Secretary of Sellers, substantially in the form of Schedule J annexed
hereto.
ARTICLE
V
CONDITIONS
TO OBLIGATIONS OF SELLERS
The
obligations of Sellers hereunder to sell the Shares are subject to the
fulfillment, at or before the Closing, of each of the following conditions
(all
or any of which may be waived in whole or in part by Sellers in their sole
discretion):
5.01
Representations
and
Warranties. The representations and warranties made by Purchaser in this
Agreement, taken as a whole, shall be true and correct in all material respects
on and as of the Closing.
7
5.02
Performance.
Purchaser
shall have performed and complied with, in all material
respects, the agreements, covenants and obligations required by this Agreement
to be so performed or complied with by Purchaser at or before the
Closing.
5.03
Audited Financial
Statements. Purchaser shall provide a copy of the latest Audited
Financials and all subsequent accounting records.
5.04
Detailed Schedule
of
All Corporate Actions. Purchaser shall provide a detailed and dated
schedule of all corporate actions taken since the Purchaser’s last filing with
the SEC or any other regulatory body, substantially in the form of Schedule
K
5.05
Information Required
for Submissions. Purchaser shall provide all information required in
preparation of detailed, accurate and honest submissions to the Pink Sheets
Market and to the SEC.
ARTICLE
VI
TERMINATION
6.01
Termination.This
Agreement may be terminated, and the transactions
contemplated
hereby may be abandoned:
(a) at
any
time before the Closing, by mutual written agreement of Sellers and
Purchaser;
or
(b) at
any
time before the Closing, by Sellers or Purchaser, in the event that any order
or
law becomes effective restraining, enjoining, or otherwise prohibiting or making
illegal the consummation of any of the transactions contemplated by this
Agreement or any of the Closing Documents, upon notification of the
non-terminating party by the terminating party.
6.02
Effect of Termination.
If this Agreement is validly terminated pursuant to this Section, this
Agreement will forthwith become null and void, and there will be no liability
or
obligation on the part of Sellers, Purchaser or Sellers (or any of their
respective officers, directors, employees, agents or other representatives
or
Affiliates, as the case may be).
ARTICLE
VII
INDEMNIFICATION
7.01
Purchaser’s
Indemnification. For a period of one year after the Closing, Fortress
Financials agrees to indemnify Moneyworx, the Sellers and each of the officers,
agents and directors of Moneyworx (each an “Indemnified Party”) against any
loss, liability, claim, damage or expense (including, but not limited to, any
and all expenses whatsoever reasonably incurred in investigating, preparing
or
defending against any litigation, commenced or threatened, or any claim
whatsoever) (each, a “Claim”) to which it or they may become subject arising out
of or based on either (i) any breach of or inaccuracy in any of the
representations and warranties or covenants or conditions made by the Purchaser
herein in this Agreement; or (ii) any and all liabilities
arising out of or in connection with: (A) any of the assets of the Purchaser
prior to the Closing; or (B) the operations of the Purchaser prior to the
Closing (the “Purchaser’s Indemnification”). During the period of the
Purchaser’s Indemnification, if Moneyworx or the Sellers shall become reasonably
aware of any Claim covered by this Section 7.01, and while such Claim is
unresolved, Moneyworx shall have the right to issue stop transfer instructions
to its transfer agent with respect to the Seller’s shares. Specifically, the
Indemnified Party shall be indemnified from any claim set forth in Schedule C and Schedule
G.
8
7.02
Indemnification
Procedures. If any action shall be brought against any Indemnified Party
in respect of which indemnity may be sought pursuant to this Agreement, such
Indemnified Party shall promptly notify Fortress Financial in writing, and
Fortress Finaical shall have the right to assume the defense thereof with
counsel of his own choosing. Any Indemnified Party shall have the right to
employ separate counsel in any such action and participate in the defense
thereof, but the fees and expenses of such counsel shall be at the expense
of
such Indemnified Party except to the extent that the employment thereof has
been
specifically authorized by the Indemnified Party in writing, the Indemnified
Party has failed after a reasonable period of time to assume such defense and
to
employ counsel or in such action there is, in the reasonable opinion of such
separate counsel, a material conflict on any material issue between the position
of the Indemnifying Party and the position of such Indemnified Party. The
Indemnifying Party will not be liable to any Indemnified Party under this Article VII for any settlement
by an Indemnified Party effected without the Indemnifying Party’s prior written
consent, which shall not be unreasonably withheld or delayed; or to the extent,
but only to the extent that a loss, claim, damage or liability is attributable
to any Indemnified Party’s indemnification pursuant to this Article VII.
ARTICLE
VIII
MISCELLANEOUS
8.01
Notices. All
notices, requests and other communications hereunder must be in writing and
will
be deemed to have been duly given only if delivered personally or by facsimile
transmission or mailed (first class postage prepaid) to the parties at the
following addresses or facsimile numbers:
If
to
Purchaser,
to:
Fortress Financial Group, Inc.
▇▇▇▇
▇▇▇▇
▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Facsimile
No.: (▇▇▇) ▇▇▇-▇▇▇▇
with
a
copy
to:
▇▇▇▇▇▇ & ▇▇▇▇▇▇, LLP
▇▇▇
▇▇▇▇▇
▇
▇▇▇▇▇
▇▇▇
▇▇▇▇▇▇▇▇▇
▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇
Facsimile
No: ▇▇▇-▇▇▇-▇▇▇▇
If to Sellers,
to: Moneyworx,
Inc.
▇/▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇,
▇.▇. Condominio Hoyo
5, No. 2 Cariari-Belen, Heredia
Costa Rica 43 -4006
9
All
such
notices, requests and other communications will (i) if delivered personally
to
the address as provided in this Section, be deemed given upon delivery, (ii)
if
delivered by facsimile transmission to the facsimile number as provided in
this
Section, be deemed given upon receipt, and (iii) if delivered by mail in the
manner described above to the address as provided in this Section, be deemed
given upon receipt (in each case regardless of whether such notice, request
or
other communication is received by any other Person to whom a copy of such
notice, request or other communication is to be delivered pursuant to this
Section). Any party from time to time may change its address, facsimile number
or other information for the purpose of notices to that party by giving notice
specifying such change to the other party hereto.
8.02
Entire Agreement.
This Agreement and the Closing Documents supersede all prior discussions
and agreements between the parties with respect to the subject matter hereof
and
thereof and contain the sole and entire agreement between the parties hereto
with respect to the subject matter hereof and thereof.
8.03
Expenses.
Except as
otherwise expressly provided in this Agreement whether or not
the transactions contemplated hereby are consummated, each party will pay its
own costs and expenses incurred in connection with the negotiation, execution
and closing of this Agreement and the Closing Documents and the transactions
contemplated hereby and thereby.
8.04
Waiver. Any
term or condition of this Agreement may be waived at any time by the party
that
is entitled to the benefit thereof, but no such waiver shall be effective unless
set forth in a written instrument duly executed by or on behalf of the party
waiving such term or condition. No waiver by any party of any term or condition
of this Agreement, in any one or more instances, shall be deemed to be or
construed as a waiver of the same or any other term or condition of this
Agreement on any future occasion. All remedies, either under this Agreement
or
by law or otherwise afforded, will be cumulative and not
alternative.
8.05
Amendment. This
Agreement may be amended, supplemented or modified only by a written instrument
duly executed by or on behalf of each party hereto.
8.06
No Assignment; Binding
Effect. Purchaser may not assign its obligations under this Agreement
without the express written consent of Sellers.
8.07
Headings. The
headings used in this Agreement have been inserted for convenience of reference
only and do not define or limit the provisions hereof.
8.08
Invalid Provisions.
If any provision of this Agreement is held to be illegal, invalid or
unenforceable under any present or future law, and if the rights or obligations
of any
party
hereto under this Agreement will not be materially and adversely affected
thereby, (a) such provision will be fully severable, (b) this Agreement will
be
construed and enforced as if such illegal, invalid or unenforceable provision
had never comprised a part hereof and (c) the remaining provisions of this
Agreement will remain in full force and effect and will not be affected by
the
illegal, invalid or unenforceable provision or by its severance
herefrom.
8.09
Governing Law.
This Agreement
shall be governed by and construed in accordance with the
laws of the State of Florida applicable to a contract executed and performed
in
such State, without giving effect to the conflicts of laws principles
thereof.
8.10
Counterparts.
This Agreement
may be executed in any number of counterparts, each of
which will be deemed an original, but all of which together will constitute
one
and the same instrument.
8.11
Dispute Resolution.
Any dispute hereunder shall be resolved by arbitration in Boca Raton,
Florida under the rules of the American Arbitration Association and the decision
of the arbitrator shall be final and binding on the parties hereto. Any and
all
costs and expenses associated with actions taken pursuant to this Paragraph
7.11
shall be borne by the non-prevailing party.
10
IN
WITNESS WHEREOF, this Agreement has been duly executed and delivered by the
duly
authorized officer of each party as of the date first above
written.
| Fortress Financial Group, Inc. | |||
|
|
By:
|
/s/ | |
| ▇▇▇▇▇ ▇▇▇▇▇ Bezzano | |||
| President | |||
| ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ | |||
|
|
|
as Power of Attorney | |
| from the Sellers listed on Schedule A | |||
|
|
By:
|
/s/ | |
|
▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
|
|||
| Power Of Attorney | |||
11
Schedule
A
| Teldar Ventures, Inc. | 4,000,000 |
| M G Exploration, Inc. | 4,000,000 |
| ▇▇▇▇ ▇▇▇▇▇ Co., Inc. | 4,000,000 |
| ▇▇▇▇▇ Packaging, Inc. | 4,000,000 |
| Angelvest, Inc. | 4,000,000 |
| Stelan Holdings, Inc. | 4,000,000 |
| Terafly, Inc. | 4,000,000 |
| Kodiak Oil Properties, Inc. | 4,000,000 |
| American West Properties, Inc. | 4,000,000 |
| Food Hut, Inc | 4,000,000 |
| Stylerite Systems Ltd | 1,000,000 |
| Stylewise Consultants Ltd | 1,000,000 |
| Supersurf Networks Ltd | 1,000,000 |
| Surespeed Systems Ltd | 9,000,000 |
| Sure safe Finance Ltd | 1,000,000 |
| Surfwell Technology Ltd | 1,000,000 |
| Quick Works Ltd | 1,000,000 |
| ▇▇▇▇▇▇▇ Resource Ltd | 1,000,000 |
| Raydex Design Ltd | 1,000,000 |
| Planwell Finance Ltd | 1,000,000 |
| NE Ltd | 1,000,000 |
| Goldframe Finance Ltd | 10,000,000 |
| Flexwell Finance Ltd | 10,000,000 |
| Commerce Marketing Ltd | 1,000,000 |
| TOTAL | 80,000,000 |
12
Schedule
C
Liability Amount
13
Schedule
D
14
Schedule
E
15
Schedule
F
16
Schedule
G
Pending
Litigation
17
Schedule
H
18
Schedule
I
19
Schedule
J
20
Schedule
K
21