EXHIBIT 10.2
STOCK PURCHASE AGREEMENT
This stock purchase agreement dated this 28th day of September, 2001 (the
"Stock Purchase Agreement") is among Whistler, Inc. a Delaware corporation (the
"Company"), American Energy Power Systems Inc., a Nevada corporation ("American
Energy"), and all of the stockholders of American Energy named in Exhibit A
attached hereto (collectively, the "American Energy Stockholders").
RECITALS:
WHEREAS, the Company desires to purchase 100% of the aggregate 1,045,036
issued and outstanding shares of common stock of American Energy, and the
American Energy Stockholders desire to sell, transfer and convey to the Company
all of the aggregate 1,045,036 issued and outstanding shares of American Energy
common stock; in exchange for the issuance by Company to the American Energy
Stockholders of an aggregate 1,248,000 restricted shares of the Company's common
stock;
WHEREAS, the Company and American Energy entered into a letter agreement
dated August 1, 2001 (the "Letter Agreement"), which sets forth the terms and
provisions of such stock purchase agreement, and further agreed to execution of
a formal agreement with such further terms and conditions that are reasonably
necessary to carry out and give effect to the terms and provisions of the Letter
Agreement.
AGREEMENT
In consideration of the mutual promises and covenants in this Stock
Purchase Agreement and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. PURCHASE OF SHARES
1.1 As of the Closing Date (as defined in Section 10 below), the American
Energy Stockholders hereby sell, assign, transfer and convey to the Company, and
the Company hereby purchases from the American Energy Stockholders, 100% of the
issued and outstanding shares of common stock of American Energy.
1.2 As consideration for the purchase of 100% of the issued and outstanding
shares of common stock from the American Energy Stockholders, the Company agrees
to issue an aggregate 1,248,000 shares of the Company's restricted common stock,
par value $0.001 (the "Common Stock") to the American Energy Stockholders as of
the Closing Date as set forth on Exhibit B hereto;
1.3 The Company agrees (i) to reserve for issuance under its 2001 Incentive
Stock Option Plan and 2001 Nonstatutory Stock Option Plan (the "Plan") at least
an aggregate of 15% of Whistler's shares of common stock outstanding on a fully
diluted basis on the date that the Company's Board, which Board shall include
Xxxxxxx Xxxxxxxx, creates the "Option Pool," and (ii) reserve at least an
aggregate of 25% of the Option Pool for issuance to the principal employees,
officers and directors of American Energy listed in Exhibit C hereto, in
accordance with the terms and provisions of the Company's Plan.
1.4 Each of Xxxxxxx Xxxxxxxx, Xxxxxxx Xxxxxx, and Xxxxxx Xxxx
(individually, a "Controlling Stockholder" and, collectively, the "Controlling
Stockholders"), with respect to American Energy, agrees that for a period of two
(2) years after the Closing Date (the "Non-competition Period"), such
Controlling Stockholder shall not without, the Company's prior written consent,
directly or indirectly, own, manage, operate, join, control or participate in
the ownership, management, operation or control of, or be connected as a
director, officer, employee, partner, consultant or otherwise with, any business
or organization, that, directly competes with American Energy. In addition, no
Controlling Stockholder shall have an equity interest in any firm or business
that directly competes with American Energy other than as a 5% or less
shareholder of a publicly-held corporation.
1.5 On the date of this Stock Purchase Agreement American Energy shall, as
a wholly owned subsidiary of Company, enter into employment agreements with
Xxxxxxx Xxxxxxxx, Xxxxxxx Xxxxxx, and Xxxxxx Xxxx in substantially the form
attached hereto as Exhibit D ("Executive Employment Agreements"). After securing
and delivering to American Energy the minimum of an aggregate of $500,000 in
outside equity financing within the 90 day period set forth in Section 5.1 of
this Stock Purchase Agreement, Company shall, for the initial two (2) year term
of the Executive Employment Agreements, cause its wholly owned subsidiary,
American Energy, to fulfill and honor in all respects the payment obligations of
American Energy under the Executive Employment Agreements.
1.6 At the first meeting of the Company's stockholders at which directors
are elected, the Company agrees to (i) nominate Xxxxxxx Xxxxxxxx for election to
its Board, (ii) recommend that its stockholders vote in favor of electing Xx.
Xxxxxxxx to its Board, and (iii) take all other reasonable actions necessary to
have Xx. Xxxxxxxx elected to its Board.
2. REPRESENTATIONS AND WARRANTIES OF AMERICAN ENERGY STOCKHOLDERS
2.1 American Energy Stockholders hereby represent and warrant to the
Company, severally and not jointly, (the Company relying on such representations
and warranties in entering into this Stock Purchase Agreement) that, as of the
date hereof and as of the Closing Date:
(a) Each of the American Energy Stockholders is the respective owner of
record and has right, title and interest in the shares of common stock
of American Energy owned by such Stockholder;
(b) Each of the American Energy Stockholders' respective shares of common
stock are validly issued and outstanding as fully paid and
non-assessable with no options, contracts, calls, commitments or
rights of any character relating thereto;
(c) Each of the American Energy Stockholders has the full capacity and
authority to sell, transfer, convey, and assign to the Company their
respective number of the issued and outstanding shares of American
Energy in accordance with the terms of this Stock Purchase Agreement;
and
(d) Each of the American Energy Stockholders' holds legal title to
his/her/its shares of common stock of American Energy, and that such
shares are free and clear of all liens, charges, encumbrances, adverse
claims and demands by any parties other than those to this Stock
Purchase Agreement.
3. REPRESENTATIONS OF AMERICAN ENERGY
3.1 American Energy hereby represents and warrants to the Company (the
Company relying on such representations and warranties in entering into this
Stock Purchase Agreement) that, as of the date hereof and as of the Closing
Date:
(a) American Energy is a corporation duly organized, validly existing and
in good standing under the laws of Nevada and has all requisite
corporate power and authority to own and operate properties and to
carry on its business as now being conducted;
(b) All necessary consents and approvals have been obtained by American
Energy for the execution, delivery and performance of this Stock
Purchase Agreement and the consummation of the transactions
contemplated herein. The execution and delivery of this Stock Purchase
Agreement by American Energy has been duly and validly authorized and
approved by all necessary actions of American Energy, including
appropriate resolutions of the board of directors of American Energy.
This Stock Purchase Agreement is a valid and binding obligation of
American Energy, enforceable against it in accordance with its terms
and provisions;
(c) The assets, liabilities, financial and business condition of American
Energy have been truly and fairly disclosed to the Company by American
Energy, and are as reflected in the financial statements of American
Energy, which have been furnished to the Company;
(d) The entering into of this Stock Purchase Agreement and the
transactions contemplated herein will not result in the violation or
breach of any of the terms and provisions of any other indenture,
lease or agreement, written or oral, to which American Energy is a
party or by which American Energy is bound or affected;
(e) American Energy will take all reasonably necessary steps and perform
all reasonable acts necessary to register the transfer of the shares
of common stock of American Energy to the Company as these transfers
occur;
(f) The shares of stock transferred hereby represent all of the issued and
outstanding shares of capital stock of American Energy as of the
Closing Date;
(g) American Energy's current material contracts, all of which are set
forth in Section 4.1(g) of the Disclosure Schedule attached hereto as
Exhibit F (the "Disclosure Schedule"), are legally binding, valid, and
in full force and effect in all material respects; and
(h) Except as set forth in Section 4.1(h) of the Disclosure Schedule,
there are no material actions, suits, proceedings or investigations
pending or, to the knowledge of American Energy, threatened against or
affecting American Energy or its properties before any court or
governmental agency.
4. REPRESENTATIONS OF THE COMPANY
4.1 The Company represents and warrants to American Energy and the American
Energy Stockholders (American Energy and American Energy Stockholders relying on
such representations and warranties in entering into this Stock Purchase
Agreement) that, as of the date hereof and as of the Closing Date:
(a) The Company is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware and has all
requisite corporate power and authority to own and operate properties
and to carry on its business as now being conducted;
(b) All necessary corporate actions have been or will be taken prior to
the Closing Date to authorize the Company to enter into and perform
this Stock Purchase Agreement, and this Stock Purchase Agreement
constitutes a legal, valid and binding obligation of the Company
enforceable against the Company in accordance with its terms and
provisions;
(c) The Company has filed all required forms, reports and documents
required to be filed with the United States Securities and Exchange
Commission (the "SEC") since the date 60 days after the SEC's
acceptance of the Company's initial Form 10-SB filing (collectively,
the "Company SEC Reports"). As of their respective dates or effective
dates and except as the same may have been corrected, updated or
superceded by means of a subsequent filing with the SEC prior to the
date of this Stock Purchase Agreement, none of the Company SEC
Reports, including any financial statements or schedules included or
incorporated by reference therein, contained any untrue statement of a
material fact or omitted to state a material fact required to be
stated or incorporated by reference therein or necessary in order to
make the statements therein, in light of the circumstances under which
they were made, not misleading insofar as such statements relate to or
affect the Company.
(d) The audited consolidated financial statements of the Company contained
in the Company SEC Reports comply in all material respects with
applicable accounting requirements and with the published rules and
regulations of the SEC with respect thereto, were prepared in
accordance with GAAP applied on a consistent basis during the periods
involved (except as may be indicated in the notes thereto) and present
fairly the Company's consolidated financial condition and the results
of its operations as of the relevant dates thereof and for the periods
covered thereby. The unaudited consolidated interim financial
statements of the Company contained in the Company SEC Reports comply
in all material respects with applicable accounting requirements and
with the published rules and regulations of the SEC with respect
thereto, were prepared on a basis consistent with prior interim
periods (except as required by applicable changes in GAAP or in SEC
accounting policies) and include adjustments (consisting only of
normal recurring accruals) necessary for fair presentation of the
Company' consolidated financial condition and results of operations
for such periods;
(e) The Company is in compliance with any and all requirements of the
Securities Exchange Act of 1934, as amended, and the Securities Act of
1933, as amended, and the rules and regulations thereunder or of the
rules and policies of the NASD as applied to the OTCBB system of
electronic trading;
(f) The entering into this Stock Purchase Agreement by the Company, the
completion by the Company of the purchase of the shares of common
stock of American Energy, and the issuance by the Company of its
restricted shares of common stock will not result in the violation of
any law of the State of Delaware or the laws of the United States
applicable thereto;
(g) The entering into this Stock Purchase Agreement and the transactions
contemplated herein will not result in the violation of any of the
terms and provisions of the certificate of incorporation or bylaws of
the Company nor the Company's Listing Agreement for the OTCBB filed
with the National Association of Securities Dealers, Inc. ("NASD") or
the Form 211s filed by the Company's market maker with the NASD;
(h) The Company does not have any indebtedness, liability or obligation
required by GAAP to be reflected on a balance sheet that is not
reflected or reserved against in the most recent Company balance sheet
except (i) liabilities, obligations and contingencies that were
incurred after the date of the most recent Company balance sheet in
the ordinary course of business and which would not, in the aggregate,
have a material adverse effect on the Company's business, financial
condition and results of operations and (ii) other liabilities,
obligations and contingencies that would not, in the aggregate, have a
material adverse effect on the Company's business, financial condition
and results of operations; and
(i) There is no suit, action or proceeding pending, or to the knowledge of
the Company, threatened against or affecting the Company or any
judgment, decree, injunction, rule or order of any governmental entity
or arbitrator outstanding against the Company that has had or is
likely to have a material adverse effect on the Company's business,
financial condition and results of operations.
5. FINANCING.
5.1 The Company hereby covenants to use its best efforts to raise a minimum
of an aggregate of $500,000 dollars in outside equity financing within 90 days
after the Closing Date. If the Company is unable to secure a minimum of an
aggregate of $500,000 dollars within 90 days after the Closing Date, unless
otherwise agreed to in writing by the parties, (i) the American Energy
Stockholders shall have returned to them by Whistler all of the issued and
outstanding shares of common stock of American Energy transferred by American
Energy and the American Energy Stockholders under this Agreement, (ii) Whistler
shall have returned to it by American Energy and the American Energy
Stockholders all of the shares of Whistler common stock transferred by Whistler
under this Agreement, (iii) the employment agreements referenced in Section 1.5
above shall become null and void, and (iv) the Company shall reimburse American
Energy for all legal expenses up to $25,000 incurred by American Energy in
connection with the negotiation of this Agreement and American Energy's common
stock offering.
5.2 The Company shall provide interim funding to American Energy as set
forth in the funding schedule attached hereto as Exhibit E.
5.3 The interim funding described in Section 5.2 and set forth in Exhibit E
hereto above shall be in the form of a non interest bearing note secured by the
assets of American Energy.
6. CONDITIONS PRECEDENT TO THE COMPANY'S OBLIGATIONS
6.1 Notwithstanding anything herein contained, the obligation of the
Company to complete the purchase of the shares of common stock of American
Energy, is subject to the following conditions:
(a) The representations and warranties of American Energy and American
Energy Stockholders contained in this Stock Purchase Agreement shall
be true as of the Closing Date;
(b) All of the covenants, agreements and deliveries of American Energy and
American Energy Stockholders to be performed on or before the Closing
Date pursuant to the terms of this Stock Purchase Agreement shall have
been duly performed;
(c) Prior to the Closing Date, American Energy shall not have experienced
any event or condition or taken any action of any character or have
become aware of any action of any character that would adversely
affect its assets or financial condition;
(d) The Company is satisfied on the Closing Date that the Company will
acquire good and valid title to the shares of common stock of American
Energy free and clear of liens, charges and encumbrances, and that
this transaction will be not subject to being set aside under any
applicable insolvency, bankruptcy or similar legislation; and
(e) The transactions contemplated by this Stock Purchase Agreement shall
have been duly approved by the board of directors of American Energy.
6.2 The foregoing conditions are for the exclusive benefit of the Company
and such conditions may be waived in whole or in part by the Company on or prior
to the Closing Date by delivery to American Energy of a written waiver to that
effect, signed by the Company.
7. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF AMERICAN ENERGY AND THE AMERICAN
ENERGY STOCKHOLDERS:
7.1 Notwithstanding anything herein contained, the obligation of American
Energy and the American Energy Stockholders to complete the sale of the shares
of common stock of American Energy, is subject to the following conditions:
(a) The representations and warranties of the Company contained in this
Stock Purchase Agreement shall be true as of the Closing Date;
(b) All of the covenants, agreements and deliveries of the Company to be
performed on or before the Closing Date pursuant to the terms of this
Stock Purchase Agreement shall have been duly performed;
(c) Prior to the Closing Date, the Company shall not have experienced any
event or condition or taken any action of any character or have become
aware of any action of any character that would adversely affect its
assets or financial condition; and
(d) The transactions contemplated by this Stock Purchase Agreement shall
have been duly approved by the board of directors and, if necessary,
the stockholders of the Company.
7.2 The foregoing conditions are for the exclusive benefit of American
Energy and the American Energy Stockholders and such conditions may be waived in
whole or in part by American Energy and the American Energy Stockholders on or
prior to the Closing Date by delivery to the Company of a written waiver to that
effect, signed by American Energy and the American Energy Stockholders.
8. SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS
8.1 All representations, warranties, covenants and agreements made by the
American Energy Stockholders in this Stock Purchase Agreement or pursuant hereto
shall, unless otherwise expressly stated, survive the Closing Date and the
issuance of the shares of common stock of the Company.
8.2 All representations, warranties, covenants and agreements made by
American Energy in this Stock Purchase Agreement or pursuant hereto shall,
unless otherwise expressly stated, survive the Closing Date, the issuance of the
shares of common stock of the Company.
8.3 All representations, warranties, covenants and agreements made by the
Company in this Stock Purchase Agreement or pursuant hereto shall, unless
otherwise expressly stated, survive the Closing Date, the issuance of the shares
of common stock of the Company.
9. DELIVERIES ON CLOSING DATE
9.1 On the Closing Date, American Energy shall deliver or cause to be
delivered to the Company or to the Company's agent:
(a) a resolution of the board of directors of American Energy approving
the transactions contemplated herein and the consummation of the Stock
Purchase Agreement;
(b) share certificates for 100% of the shares of common stock of American
Energy duly endorsed for transfer;
(c) unaudited financial statements, including balance sheet, statement of
cash flows, statement of operations, statement of stockholders'
equity/deficit of American Energy, for the period commencing the date
of inception to the Closing Date; and
(d) Copies of all documents that have not been previously delivered to the
Company before the Closing Date that the Company in its reasonable
opinion would consider to be necessary or desirable for the
consummation of the Stock Purchase Agreement.
9.2 On the Closing Date, the Company shall deliver or cause to be delivered
to American Energy or to American Energy's agent share certificates for the
Company's shares of restricted common stock registered in the respective name
and in the respective denomination for each American Energy Stockholder.
10. CLOSING DATE
10.1 The closing of the transaction contemplated by this Stock Purchase
Agreement (the "Closing Date") shall be held in the offices of Tarmac
Management, [a __________ corporation,] commencing at 9:00 a.m. on September 28,
2001, or at such other time and/or location as the parties may agree upon. At
the closing of the transaction, all share certificates, assignments and other
instruments and documents referred to or contemplated by this Stock Purchase
Agreement, in form and substance meeting the reasonable requirements of the
parties, shall be exchanged by the parties, along with such supporting documents
as may be reasonably required by counsel to the parties.
11. NOTICES
11.1 Any notice or other writing required or permitted to be given
hereunder shall be deemed to be sufficiently given if personally delivered, if
mailed postage prepaid in any post office in the United States or Canada, or if
given by telegram, telecopier, or facsimile, addressed to the addresses given
for the parties to this Stock Purchase Agreement.
11.2 Any party may, from time to time by notice in writing, given
aforesaid, change its addresses for the purposes of this section by giving
notice of this change to the other party.
12. GENERAL PROVISIONS
12.1 Time shall be of the essence of this Stock Purchase Agreement.
12.2 This Stock Purchase Agreement contains the whole agreement among the
Company, American Energy and American Energy Stockholders in respect of the
purchase and sale of the shares of common stock of American Energy contemplated
hereby, and there are no warranties, representations, terms, conditions or
collateral agreements, express, implied or statutory, other than expressly set
forth in this Stock Purchase Agreement, including, but not limited to, any prior
or contemporaneous negotiations, discussions, or agreements, including the
letter of intent entered into by the Company and American Energy with respect to
the transactions that are the subject of this Stock Purchase Agreement.
12.3 This Stock Purchase Agreement may be amended by American Energy and
the Company or pursuant to action taken by their respective Boards of Directors
at any time before of after approval of this Stock Purchase Agreement by the
stockholders of American Energy and, if applicable, the Company and prior to the
Closing Date, but after either such approval, after either such approval, no
amendment will be made that in any way materially adversely affects the rights
of such stockholders, without the further approval of such stockholders. This
Stock Purchase Agreement may not be amended except by an instrument in writing
signed on behalf of American Energy and the Company.
12.4 This Stock Purchase Agreement shall enure to the benefit of and be
binding upon the parties hereto and, as applicable, their heirs, administrators,
successors and assigns, and any reference herein to the Company or American
Energy shall include, as applicable, their successors and assigns.
12.5 The parties hereto shall execute such further and other documents and
do such further and other things as may be necessary to carry out and give
effect to the intent of this Stock Purchase Agreement.
12.6 This Stock Purchase Agreement shall in all respects be governed by and
be construed in accordance with the laws of the State of Delaware, and the
parties hereto agree to attorn to the courts thereof.
12.7 If any one or more of the provisions in this Stock Purchase Agreement
should be invalid, illegal or unenforceable in any respect in any jurisdiction,
the validity, legality and enforceability of such provision or provisions shall
not in any way be affected or impaired thereby in any other jurisdiction and the
validity, legality and enforceability of the remaining provisions contained
herein shall not in any way be affected or impaired thereby, unless in either
case as a result of such determination this Stock Purchase Agreement would fail
of its essential purpose.
12.8 All costs and expenses (including, without limitation, fees and
disbursements of legal counsel and any investment advisors) incurred in
connection with this Stock Purchase Agreement and the transactions contemplated
hereby shall be paid by the party incurring such expenses unless otherwise
agreed to between the parties.
12.9 This Stock Purchase Agreement may be executed in one or more
counterparts and by facsimile, each of which counterparts so executed shall
constitute an original and all of which together shall constitute one and the
same agreement.
12.10 The parties hereto acknowledge that Xxxx Xxxxxx, Attorney at Law,
represents the Company and has provided no legal advice with respect to this
Stock Purchase Agreement to any other party. The parties hereby acknowledge that
they have been advised to seek independent legal advise with respect to this
Stock Purchase Agreement, and American Energy and American Energy Stockholders
agree to hold harmless and indemnify Xxxx Xxxxxx with respect to any claims
brought by other parties regarding legal advice with respect to this Stock
Purchase Agreement.
12.11 The parties undersigned have read, acknowledged, understood and
accepted the terms of the offers contained herein.
[SIGNATURE PAGES FOLLOW]
IN WITNESS WHEREOF, this Stock Purchase Agreement has been executed by the
parties hereto effective as of the day and year first above written.
WHISTLER, INC.,
a Delaware Corporation
By: _____________________________
Its: ____________________________
AMERICAN ENERGY POWER SYSTEMS INC.,
a Nevada Corporation
By: _____________________________
Xxxxxxx Xxxxxxxx
Its: President
AMERICAN ENERGY STOCKHOLDERS:
_____________________________
Xxxxxxx Xxxxxxxx
_____________________________
Xxxxxxx Xxxxxx
_____________________________
Xxxxxx Xxxx
_____________________________
Xxxxx Xxxxxxx
_____________________________
Yale Xxxxxx
***SIGNATURE PAGE TO STOCK PURCHASE AGREEMENT***
_____________________________
Xxx Xxx
_____________________________
Xxxxxxx Xxxxxx
_____________________________
Xxxxxx Xxxxxx
_____________________________
Xxxxxxxx Xxxxx Xxxxxxx
_____________________________
Xxxxxx Xxxxxxxxx
_____________________________
Xxxxxxx Xxxxxxxx
_____________________________
Xxxxxxxxx Xxxxx Xxxxxxxx
_____________________________ ______________________________
Xxxxxxx X. Xxxxxxx and Xxxx Amine
***SIGNATURE PAGE TO STOCK PURCHASE AGREEMENT***
EXHIBIT A
AMERICAN ENERGY STOCKHOLDERS
Xxxxxxx Xxxxxxxx
Xxxxxxx Xxxxxx
Xxxxxx Xxxx
Xxxxx Xxxxxxx
Yale Xxxxxx
Xxx Xxx
Xxxxxxx Xxxxxx
Sylvan Xxxxxx
Xxxxxxxx Xxxxx Xxxxxxx
Xxxxxx Xxxxxxxxx
Xxxxxxx Xxxxxxxx
Xxxxxxxxx Xxxxx Xxxxxxxx
Xxxxxxx Xxxxxxx and Xxxx Amine
EXHIBIT B
WHISTLER SHARES ISSUED TO AMERICAN ENERGY STOCKHOLDERS
STOCKHOLDER: NUMBER OF WHISTLER SHARES:
----------- --------------------------
Xxxxxxx Xxxxxxxx 361,884
Xxxxxxx Xxxxxx 361,884
Xxxxxx Xxxx 325,695
Xxxxx Xxxxxxx 36,188
Yale Xxxxxx 54,284
Xxx Xxx 36,188
Xxxxxxx Xxxxxx 6,333
Xxxxxx Xxxxxx 24,077
Xxxxxxxx Xxxxx Xxxxxxx 1,338
Xxxxxx Xxxxxxxxx 13,376
Xxxxxxx Xxxxxxxx 16,052
Xxxxxxxxx Xxxxx Xxxxxxxx 6,688
Xxxxxxx Xxxxxxx and Xxxx Amine 4,013
---------
TOTAL: 1,248,000
=========
EXHIBIT C
AMERICAN ENERGY OFFICERS, DIRECTORS AND KEY EMPLOYEES
TO BE ISSUED WHISLTER OPTIONS
Xxxxxxx Xxxxxxxx
Xxxxxxx Xxxxxx
Xxxxxx Xxxx
EXHIBIT D
FORM OF EMPLOYMENT AGREEMENT
[attached]
EXHIBIT E
INTERIM FUNDING SCHEDULE
[attached]
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American Energy 6 Mo Cash Flow Rev. B Aug 2001
Sources of Cash: Jul Aug Sept Oct Nov Dec Totals
-----------------------------------------------------------------------------------------------------------------------------
Operations during the year:
Net Income After Taxes ($ 27,818) ($ 37,617) ($ 52,193) ($ 67,481) ($ 69,336) ($ 62,839) ($317,283)
Add items not decreasing cash
Depreciation $ 1,000 $ 1,500 $ 1,500 $ 1,500 $ 2,000 $ 2,000 $ 9,500
Increase in Accounts Payable $ 13,000 $ 22,000 $ 32,400 $ 40,600 $ 46,900 $ 38,100 $ 193,000
Increase in Other Payables $ 3,250 $ 5,500 $ 8,100 $ 10,150 $ 11,725 $ 9,525 $ 48,250
Increase in Accrued Liabilities $ 6,842 $ 11,000 $ 16,200 $ 20,300 $ 23,450 $ 19,050 $ 96,842
Deduct items not increasing cash
Increase in Accounts Rec. $ 8,000 $ 20,000 $ 35,000 $ 48,000 $ 62,000 $ 60,000 $ 233,000
Increase in Inventory $ 0 $ 0 $ 0 $ 7,000 $ 22,110 $ 26,000 $ 55,110
-----------------------------------------------------------------------------------------------------------------------------
Cash from Operations ($ 11,726) ($ 17,617) ($ 28,993) ($ 49,931) ($ 69,371) ($ 80,164) ($257,801)
Financing & Other:
Sale of Stock $ 10,000 $ 40,000 $ 7,000 $ 0 $ 0 $ 0 $ 57,000
Proceeds: Short Term Loans $ 8,000 $ 0 $ 0 $ 0 $ 0 $ 0 $ 8,000
Proceeds: Long Term Loans/Leases $ 0 $ 0 $ 10,000 $ 10,000 $ 0 $ 20,000
Cash infusion $ 0 $ 0 $ 30,000 $ 70,000 $ 70,000 $ 100,000 $ 270,000
Collection of Notes Receivable $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
Reduction: Other Current Assets $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
Reduction: Other Assets $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
-----------------------------------------------------------------------------------------------------------------------------
Cash from Operations & Financing $ 6,274 $ 22,383 $ 8,007 $ 30,069 $ 10,629 $ 19,836 $ 355,000
Applications of Cash:
Purchases of Fixed Assets $ 500 $ 1,000 $ 5,000 $ 10,000 $ 10,000 $ 10,000 $ 36,500
Repayment of Short Term Loans $ 500 $ 1,500 $ 2,000 $ 2,000 $ 2,000 $ 8,000
Repayment of Long Term Loans $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
Cost of Raising Capital $ 0 $ 1,500 $ 1,500 $ 7,000 $ 7,000 $ 7,000 $ 24,000
Increase in Notes Receivable $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
Increase in Other Current Assets $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
Increase in Other Assets $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
-----------------------------------------------------------------------------------------------------------------------------
Increase/(Decrease) in Cash $ 5,774 $ 19,383 $ 7 $ 11,069 ($ 8,371) $ 836 $ 28,699
Change in Cash Balance
Beginning Cash Balance $ 1,500 $ 7,274 $ 26,658 $ 26,665 $ 37,734 $ 29,363
Increase/(Decrease) in Cash $ 5,774 $ 19,383 $ 7 $ 11,069 ($ 8,371) $ 836
Ending Cash Balance $ 7,274 $ 26,658 $ 26,665 $ 37,734 $ 29,363 $ 30,199
-----------------------------------------------------------------------------------------------------------------------------
EXHIBIT F
DISCLOSURE SCHEDULE TO STOCK PURCHASE AGREEMENT
4.1(f).
Customer Type of Contract Status
-------- ---------------- ------
1. ABC channel 10 Photovoltaics Installed
2. Xxxx Photovoltaics Installation in progress
3. Hoppy Brewing Hot Water System Installation pending
4. Xxxx Xxxxxxxxx Hot Water/Photovoltaics Letter of Commitment
5. Family Fitness Hot Water Install to start in a week
6. Xxxx Xxx and Group Hot Water Proto & Mfg. In process
4.1(g).
1. By way of an July 25, 2001 amendment to his complaint filed June 14, 2001, in
the Superior Court of California, County of Sacramento alleging, among other
things, implied in fact promise not to terminate but for good cause and breach
of express contract, Xx. Xxxxx Xxxxxxxxx named American Energy in its suit filed
against Anupower corporation, Xxxxx Xxxxxxxx , Xxxxxxx Xxxxxx, et. al. The
matter, which American Energy believes is without merit, is scheduled for
arbitration.
2. Xx. Xxxxx Xxxxx, an individual who had contemplated being a founder of
American Energy, has filed a complaint with the Employment Development
Department (EDD) against Xxxxx Xxxxxxxx alleging discrimination. American Energy
believes that this claim is without merit and will be dismissed.
