Abidon Inc Sample Contracts

Abidon Inc – EX-3.01 State of Delaware Office of the Secretary of State -------------------------------- I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF "UBUY2 INC.", CHANGING ITS NAME FROM "UBUY2 INC." TO "ABIDON INC.", FILED IN THIS OFFICE ON THE SIXTH DAY OF APRIL A.D. 2000, AT 9 O'CLOCK A.M. Harriet Smith Windsor, Secretary of State 3159831 8100 AUTHENTICATION: 1137512 010236014 DATE: 05-16-01 STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 09:00 AM 04/06/2000 00117602 (December 20th, 2001)
Abidon Inc – EX-3.03 BYLAWS OF ABIDON INC. A Delaware Corporation ARTICLE I - OFFICES The registered office of the Corporation in the State of Delaware shall be located in the City and State designated in the Certificate of Incorporation. The Corporation may also maintain offices at such other places within the State of Delaware as the Board of Directors may, from time to time, determine. ARTICLE II - MEETING OF SHAREHOLDERS Section 1 - Annual Meetings: (Section 211) The annual meeting of the shareholders of the Corporation shall be held a the time fixed, from time to time, by the Directors, at the time fi (December 20th, 2001)
Abidon Inc – EX 2.03 CORPORATION MEETING A corporate meeting of UBuy2 Inc. was held on Thursday, January 20, 2000. Present for the meeting were the officers of the Corporation, Howard Miller, President and Stanley Miller, Secretary. Proposals discussed: 1. All stock to be common and only one class of stock. 2. Stanley Miller to receive a 5% commission fee for managing the buildings at 5301 E. State Street and 5411 E. State Street, Rockford, Illinois. 3. Merge with State Street Investors of Rockford, Inc., Rockford, Illinois for 55,000 shares of UBuy2 Inc. stock. 4. Merge with State Street Antiques Mall, In (December 20th, 2001)
Abidon Inc – EX-11.00 Nine Months Ended Year Ended September 30 December 31 CONSOLIDATED STATEMENT OF INCOME DATA: 2001 2000 2000 1999 1998 1997 1996 ---- ---- ---- ---- ---- ---- ---- (IN THOUSANDS, EXCEPT PER SHARE DATA) Lease revenues $1264 $1195 $1783 $1782 $1807 $1618 $1661 Antique Mall Sales 1568 1329 1969 2095 2420 2547 2542 Internet Auction Service Revenues 37 -- 74 -- -- -- -- ---- ---- ---- ---- ---- ---- ---- Total Revenues 2869 2525 3826 3877 4227 4165 4203 ---- ---- ---- ---- ---- ---- ---- COST OF GOODS SOLD Paid to Antique Mall Dealers 1213 1191 1814 1905 2254 2203 2181 Internet Auction Serv (December 20th, 2001)
Abidon Inc – EX-4.02 RIGHTS OF INVESTORS 1. Financial Statements And Reports To Investors The Company shall deliver to each Investor as soon as practicable after the end of each fiscal year of the Company, and in any event within 90 days thereafter, an audited consolidated balance sheet of the Company as of the end of such year and audited consolidated statements of income, shareholders' equity and cash flow for such year, which year-end financial reports shall be in reason able detail and shall be prepared in accordance with generally accepted accounting principles and accompanied by the opinion of indepe (December 20th, 2001)
Abidon Inc – EX-3.00 State of Delaware Office of the Secretary of State -------------------------------- I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF "UBUY2 INC.", FILED IN THIS OFFICE ON THE EIGHTEENTH DAY OF JANUARY A.D. 2000, AT 9 O'CLOCK A.M. A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE KENT COUNTY RECORDER OF DEEDS. Edward J. Freel, Secretary of State 3159831 8100 AUTHENTICATION: 0205458 001026605 DATE: 01-19-00 STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS (December 20th, 2001)
Abidon Inc – EX-10.79 CORPORATE RESOLUTION ============================================================================ Corporation: Abidon, Inc. Lender: Bank One, Illinois, N.A. 5301 E. State Street Rockford Business Banking LPO Rockford, IL 61108 6000 East State Street Rockford, IL 61104 ============================================================================ WE, THE UNDERSIGNED, DO HEREBY CERTIFY THAT: THE CORPORATION'S EXISTENCE. The complete and correct name of the Corporation is Abidon, Inc. ("Corporation"). The Corporation is a corporation for profit which is, and at all time shall be, duly orga (December 20th, 2001)
Abidon Inc – EX 8.00 Tax Matters. All tax returns required to be filed by or on behalf of the Company with any governmental body with respect to any taxable period (the "Company Returns") (i) have been filed before the applicable due date (including any extensions of such due date), and (ii) have been, or will be when filed, accurately and completely prepared in all material respects in compliance with all applicable legal requirements. All amounts shown on the Company returns to be due on or before the closing date have been paid. No Company return relating to income taxes has ever been examined or audite (December 20th, 2001)
Abidon Inc – EX-1.00 UNDERWRITING AGREEMENT There is no Underwriting Agreement. The Company is seeking an Underwriter. The Registrant intends to sell the stock themselves if no Underwriter is obtained. (December 20th, 2001)
Abidon Inc – EX-10.78 FIRST AMENDMENT TO COMMERCIAL REAL ESTATE MORTGAGE Associated Commercial Mortgage Inc. THIS AMENDMENT is made as of April 30, 2001, between ASSOCIATED COMMERCIAL MORTGAGE, INC., a Wisconsin corporation ("Lender"), and ABIDON, INC., a Delaware corporation f/k/a UBUY2 INC. ("New Borrower"), successor by merger to State Street Investors of Rockford, Inc., an Illinois corporation ("Original Borrower"). RECITALS A. Original Borrower executed and delivered to Lender's predecessor in interest First Federal Savings Bank, F.S.B. ("Original Lender") a Commercial Real Estate Mortgage dated Febru (December 20th, 2001)
Abidon Inc – EX-3.02 State of Delaware Office of the Secretary of State -------------------------------- I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF "ABIDON INC.", FILED IN THIS OFFICE ON THE NINTH DAY OF JUNE A.D. 2000, AT 9 O'CLOCK A.M. Harriet Smith Windsor, Secretary of State 3159831 8100 AUTHENTICATION: 1137497 010236012 DATE: 05-16-01 STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 09:00 AM 04/06/2000 001176029 - 3159831 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF (December 20th, 2001)