EXHIBIT 10.1
SHARE EXCHANGE AGREEMENT
This Share Exchange Agreement is entered into by and between Nevada Holding
Group, Inc., a Nevada corporation (NVHG) whose address is ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇
▇▇▇▇▇▇, ▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ and Green Valley Gaming Enterprises, Inc., a
Nevada corporation whose address is ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇, ▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇ ▇▇▇▇▇. This Share Exchange Agreement will reflect the mutual intent of
Nevada Holding Group, Inc. and Green Valley Gaming Enterprises, Inc. regarding
the exchange of 108,000,000 common shares of Nevada Holding Group, Inc. in
exchange for 108,000,000 common shares of Green Valley Gaming Enterprises, Inc.
It is understood that this represents 100% of the issued and outstanding shares
of Green Valley Gaming Enterprises, Inc. This is on the basis of one (1) share
of Nevada Holding Group, Inc. for one (1) share of Green Valley Gaming
Enterprises, Inc.
As a result of the transactions ("Transactions") contemplated by this Share
Exchange Agreement, Nevada Holding Group, Inc., will acquire all the issued and
outstanding shares of Green Valley Gaming Enterprises, Inc. upon the terms and
conditions provided herein and any additional terms which will be set forth by
mutual written consent of both corporations.
1. Closing Date. The Exchange Date shall be as soon as practicable
after (i) January 31, 2003. The transfer agent will issue
certificates of Nevada Holding Group, Inc. to the shareholders of
record of Green Valley Gaming Enterprises, Inc. upon completion of
the share exchange. (ii) or any date that is mutually agreed upon in
writing by both corporations.
2. Share Exchange. At the closing the shareholders of Green Valley
Gaming Enterprises, Inc. will deliver to Nevada Holding Group, Inc.
a total of 108,000,000 shares of common stock of Green Valley Gaming
Enterprises, Inc. that represent all of the issued and outstanding
shares of Green Valley Gaming Enterprises, Inc. Nevada Holding
Group, Inc. in turn will issue to the shareholders of Green Valley
Gaming Enterprises, Inc. a total of 108,000,000 shares of Nevada
Holding Group, Inc. in accordance with the original percentage of
the shares of Green Valley Gaming Enterprises, Inc.
3. Financials. Green Valley Gaming Enterprises, Inc. will provide
audited financial statements for the years ended December 31, 2001
and December 31, 2002.
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Share Exchange Agreement
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4. Tax Free Exchange. This exchange is intended to qualify as a
tax-free reorganization under Section 368 of the Internal Revenue
Code of 1986, as amended and the Nevada Holding Group, Inc. Common
Shares, par value $0.001 per share, will be received on a tax-free
basis. The Nevada Holding Group, Inc. Common Shares, par value
$0.001 per share, will be "Restricted Securities" as defined in Rule
144 under the Securities Act of 1934 and an appropriate legend will
be placed on the certificates representing such shares and stop
transfer orders placed against them.
5. Forward Stock Split of Green Valley Gaming Enterprises, Inc. Green
Valley Gaming Enterprises, Inc. will file an amended Articles of
Incorporation with the Secretary of State of the State of Nevada
increasing the number of authorized common shares to 200,000,000,
par value $0.001 per share. Green Valley Gaming Enterprises, Inc.
will complete the forward split on the basis of 4 shares for 1
common share issued and outstanding to the shareholders of record on
January 28, 2003. This forward split will take the number of issued
and outstanding common shares of Green Valley Gaming Enterprises,
Inc. to 108,000,000.
6. Stock Conditions. On the date of closing there shall be no
outstanding subscriptions, options, rights, warrant, convertible
securities or other agreements or commissions obligating Green
Valley Gaming Enterprises, Inc. or Nevada Holding Group, Inc. to
issue or transfer any additional shares of their capital stock of
any class.
7. Finders Fees. Nevada Holding Group, Inc. and Green Valley Gaming
Enterprises, Inc., agree that no finders fees are owed. Both parties
hereby indemnify and hold harmless the other party from any such
obligation.
8. Financial Condition of Nevada Holding Group, Inc. On the date of the
share exchange Nevada Holding Group, Inc. will not have any assets
or liabilities. Nevada Holding Group, Inc. does not have any tax
liabilities of any kind.
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Share Exchange Agreement
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9. Undesirable Shareholders. The Corporation shall have the immediate
and absolute right to purchase the total amount of shares owned by
any person or other entity deemed unsuitable by any gaming
regulatory authority for the par value of the stock of $0.001 per
share. This right cannot be waived or canceled for any purpose and
shall extend to any and all owners or subsequent owners of the stock
of the corporation no matter how such stock was obtained.
10. Board of Directors. The Board of Directors and officers of Nevada
Holding Group, Inc. will resign upon the completion of the share
exchange of Green Valley Gaming Enterprises, Inc. Upon the
resignation of the current officers and directors of Nevada Holding
Group, Inc. a new Board of Directors and officers shall be
appointed. The officers and directors of Green Valley Gaming
Enterprises, Inc. will become the officers and directors of Nevada
Holding Group, Inc. The shareholders of Valley Gaming Enterprises,
Inc. will become the majority shareholders of Nevada Holding Group,
Inc. Nevada Holding Group, Inc. will immediately file an amended
Articles of Incorporation changing the corporate name to Green
Valley Gaming Enterprises, Inc. and increase the number of
authorized common shares to 200,000,000 on the date of exchange.
11. One Instrument. This Share Exchange Agreement may be executed 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.
12. Binding Effect. The parties intend to proceed with the transactions
contemplated herein. Each party shall promptly notify the other of
its progress on the matters specified herein.
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APPROVED AND AGREED to this 31st day of January 2003.
NEVADA HOLDING GROUP, INC. GREEN VALLEY GAMING
(A Nevada corporation) ENTERPRISES, INC.
(A Nevada corporation)
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
Chief Executive Officer Secretary
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇. has been duly elected and appointed as the shareholder
representative for the shareholders of Green Valley Gaming Enterprises, Inc.
with regards to the Share Exchange Agreement between Green Valley Gaming
Enterprises, Inc. and Nevada Holding Group, Inc.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇.
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
Shareholders Representative