STOCK PURCHASE AGREEMENT
This stock purchase agreement (this "Agreement") is made this 1st day of
April, 1999, by and among Xxxxxxx X. Xxxxx, CA, whose address is 000 Xxxxxxx
Xxxx, Xxxx Xxxxxx Xxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0 Xxxxxx, Xxxxx X. Xxxxxx,
whose address is 0000 - 000xx Xxxxxx, Xxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0 Xxxxxx
(collectively referred to as "Buyers' Attorneys in Fact"), Equity Capital Group,
Inc., a Nevada corporation, ("Equity") and Xxxxxx Xxxxxxx, whose address is
Suite 220, 0000 Xxxx Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxx 00000-0000
("Xxxxxxx"). The parties to this Agreement are referred to hereinafter as the
"Parties" and each thereto, a "Party").
WHEREAS, certain parties represented by Buyers' Attorneys in Fact desire to
purchase substantially all the non-trading capital stock of a "shell" company
which is trading on the National Association of Securities Dealers, Inc.
Over-the-Counter Bulletin Board ("OTCBB"); and
WHEREAS, Equity is a nonreporting shell company with 2,315,000, issued and
outstanding shares of common stock ("Equity Shares") which trades on the OTCBB
under the symbol "EQCG; and
WHEREAS, Xxxxxxx is the majority shareholder of Equity; and
NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein, the Parties agree as follows:
1. DUTIES OF THE PARTIES
I. The Buyers' Attorneys in Fact will deliver to Equity or to Xxxxxx Xxxxxx,
Esq. US$200,000, its attorney at law, representing the purchase price of
the Equity Shares purchased.
II. Equity will enter into an Agreement and Plan of Distribution whereby it
will transfer all its assets and liabilities to Pioneer Growth Corp. a
Nevada corporation;
III. Equity will reverse split its issued and outstanding common stock in the
ratio of 4:1.
IV. Upon the written request of Buyers' Attorney in Fact, and subsequent to the
reverse split referred to in Section 1 (I) above, Equity will deliver to
Buyers' Attorneys in Fact and/or the parties represented by them,
certificates representing an aggregate of 8,293,000 Equity Shares all of
which will be freely tradable pursuant to Rule 504 to the United States
Securities Act of 1933, as amended; and Xxxxxxx will deliver certificates
representing an aggregate of 125,000 Equity Shares which will contain a
legend restricting transfer in the absence of an effective registration
statement filed with the United States Securities and Exchange Commission
or an exemption therefrom.
V. Upon the written request of Buyers' Attorneys in Fact, Equity will file
with the Secretary of State of Nevada a certificate of amendment to the
articles of incorporation which would inter alia increase the number of
shares of capital stock, change the name and add provisions for the
protection of directors and officers.
4. ADDITIONAL DOCUMENTS TO BE DELIVERED
I. Equity shall deliver to Buyers' Attorneys in Fact:
a. Upon the request of Buyers Attorneys in Fact, certificates
representing the Shares, duly endorsed or accompanied by stock powers
duly executed and otherwise in form acceptable for transfer on the
books of Equity.
b. The stock books, stock ledgers, stock transfer records, minute books,
and corporate seal of Equity and all other books, filings, and
business and corporate records of Equity, including but not limited to
correspondence files, bank statements, checkbooks, savings account
books, minutes of shareholder and directors meetings, financial
statements, agreements and contracts.
c. The opinion of counsel of Equity in form acceptable to Buyers'
Attorneys in Fact which inter alia shall state that Equity is in good
standing under the laws of Nevada and, that there are no liabilities,
that there are no rights, options, warrants, preemptive rights,
convertible securities or other claims on the part of any person for
the issuance of capital stock and that Equity is a non reporting
company Securities Exchange Act of 1934 ("1934 Act") except the Equity
Warrants to be issued pursuant to this Agreement.
d. Audited financial statements of Equity for the last two fiscal years
ending March 31.
e. Upon the request of Buyers' Attorney in Fact, a Board of Directors'
resolution appointing such persons as Buyers' Attorneys in Fact
designates as director(s) of Equity.
f. Upon the request of Buyers' Attorney in Fact, resignations of the
directors and officers of Equity.
g. A list of violations of federal or state of NASD laws, rules and
regulations relating to securities of Equity and any actions related
thereto and all communications with either the SEC or NASD whether
oral or written.
h. Documents evidencing the sale or transfer of Equity's existing
businesses, including all assets and liabilities.
i. All other previously undelivered items required to be delivered to
Buyers' Attorneys in Fact by Equity at or prior to the closing.
II. It is acknowledged by the Parties that Buyers' Attorneys in Fact, through
its attorney at law, has delivered to Equity a wire transfer in favor of
Equity in the amount of US$200,000, the receipt of which is hereby
acknowledged.
5. REPRESENTATIONS AND WARRANTIES OF SELLERS' ATTORNEY IN FACT
Equity represents and warrants to Buyers' Attorneys in Fact as follows:
I. Title to the Shares
The Equity Shares to be transferred to Buyers' Attorneys in Fact are free
and clear of all liens, claims, options, charges, and encumbrances whatsoever.
II. Valid Agreement
Neither the execution and delivery of this Agreement nor the consummation
by Equity of the transactions contemplated hereby
i) violates or will violate any stature or law or any rule, regulation,
or order of any court or governmental authority, or
ii) violates or will violate, or conflicts with or will conflict with, or
constitutes a default under or will constitute a default under, any
contract, commitment, agreement, understanding, arrangement, or
restriction of any kind to which Equity is bound.
III. Organization of Equity
Equity is a corporation duly organized, validly existing, and in good
standing under the laws of Nevada. The copies of the articles of incorporation,
and all amendments thereto, of Equity, as certified by the Secretary of State of
Nevada, and the by-laws, as amended to date, of Equity, as certified by its
Secretary, are complete and correct and shall be delivered to Buyers' Attorneys
in Fact. All minutes of Equity are contained in minute books of Equity and shall
be delivered to Buyers' Attorneys in Fact. No minutes will be included in such
minute books which are not also furnished to Buyers' Attorneys in Fact. Equity
Shares have been duly issued under an exemption from registration under the 1933
Act and are fully paid and nonassessable.
IV. Capitalization of Equity
The authorized capital stock of Equity consists of 10,000,000 shares of
common stock, $0.001 par value per share and 100,000 shares of "blank check"
preferred stock without par value.
V. Financial Statements
Equity shall deliver to Buyers' Attorneys in Fact audited financial
statements of Equity prepared in accordance with GAAP, FASB, and SEC rules. All
balance sheets fairly represent the financial condition and assets and
liabilities, if any, of Equity as of the date thereof, and all of such
statements of income fairly present the results of operations of Equity for the
periods indicated, in each case in accordance with generally accepted accounting
principles applied on a consistent basis.
VI. Liabilities
Equity has no debt, liability, or obligation of any nature, whether
accrued, absolute, contingent, or otherwise, and whether due or to become due,
that is not reflected on their respective financial statements. Sentinel is not
aware of any pending, threatened or asserted claims, lawsuits or contingencies
involving Equity or its common stock. There is no dispute of any kind between
Equity and any third party, and no such dispute will exist at the closing of
this Agreement. At the respective closings, Equity will be free form any and all
liabilities, liens, claims, and/or commitments.
VII. Compliance with Laws
Equity has complied with, and are not in violation of any federal, state,
or local statute, law, and/or regulation including but not limited to rules and
regulations under Federal securities laws.
VIII. Litigation
Equity is not and has not been a party to any suit, action, arbitration, or
legal, administrative, or other proceedings, or pending governmental
investigation. There is no basis for any such action or proceeding and no such
action or proceeding is threatened against Equity: and Equity is not subject to
or in default with respect to any order, writ, injunction, or decree of any
federal, state. Local, or foreign court, department, agency, or instrumentality.
IX. SEC Compliance
Equity is a "non-reporting" company under the 1934 Act.
X. Corporate Documents
Copies of each of the following documents relating to Equity are true,
complete, and correct in all material respects, will be attached to and made a
part of this Agreement:
Articles of Incorporation;
Bylaws;
Minutes of Shareholders Meetings;
Lists of Officers and Directors;
Audited Financial Statements; and
Stock register and stock records and a current, accurate list of
shareholders.
6. REPRESENTATIONS AND WARRANTIES OF BUYERS' ATTORNEYS IN FACT
Buyers' Attorneys in Fact will represent and warrant to Equity as follows:
I. Organization of Buyers' Attorneys in Fact
Buyers' Attorneys in Fact represents a group of companies and individuals.
II. Authorization
The execution and delivery of this Agreement by Buyers' Attorneys in Fact
and the consummation of the transactions contemplated hereby have been, or will
be prior to Closing, duly authorized by the Board of Directors or Executive
Committee, to the extent required by any person represented by Buyers' Attorneys
in Fact; and Buyers' Attorneys in Fact will deliver at or before Closing, to the
extent required, a complete and correct copy, certified by its Secretary or
Assistant Secretary, of the relevant resolutions adopted at the meeting or
meetings at which such authorization, if any, took place.
III. Valid Agreement
This Agreement constitutes a valid and binding agreement of Buyers'
Attorneys in Fact, and the persons so represented, enforceable in accordance
with its terms. Neither the execution and delivery of this Agreement nor the
consummation by Buyers' Attorneys in Fact of the transactions contemplated
hereby violates or conflicts with any agreement or other restriction of any kind
to which Buyers' Attorneys in Fact is as a party or by which they are bound.
7. WAIVER
Failure to insist upon strict compliance with any of the terms, covenants,
or conditions hereof shall not be deemed a waiver of such term, covenant, or
condition, nor shall any waiver or relinquishment of any right or power
hereunder at any one time or more times be deemed a waiver or relinquishment of
such right or power at any other time or times.
8. SEVERABILITY
The invalidity or unenforceability of any term or provision or any clause
or portion thereof, of this Agreement, shall in no way impair or affect the
validity or enforceability of any other provision of this Agreement, all of the
same which shall remain in full force and effect in accordance with the terms
hereof.
9. ENTIRE AGREEMENT
This Agreement embodies the entire understanding between the Parties on the
matters of consultation and remuneration for same, any and all prior
correspondence, conversations, or memoranda being merged herein and replaced
hereby and being without effect herein, and no change, alteration, or
modification, hereof may be made except in writing signed by each Party hereto.
10. GOVERNING LAW
This Agreement shall be governed by the laws of the State of Nevada,
applicable to contracts made and to be performed within the State of Nevada.
11. ATTORNEYS' FEES
In the event of litigation arising out of this Agreement, the prevailing
Party shall be entitled to an award of its reasonable attorneys' fees and costs,
including any fees incurred on appeal.
12. NONDISCLOSURE, NON-CIRCUMVENTION, FORCE MAJEURE
It is understood that the rules of nondisclosure, non-circumvention, and
force majeure shall be enforced and considered part of this Agreement.
IN WITNESS WHEREOF, the Parties have executed this Agreement effective as
of the day and year first written above.
Per: /s/ Xxxxxxx X. Xxxxx Per: /s/ Xxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxx Xxxxx X. Xxxxxx
As attorneys-in-fact for Buyers
And for the "Investors" as such
Word is defined in Section 1 (III)
EQUITY CAPITAL GROUP, INC.
Per: /s/ Xxxxxx Xxxxxxx Per: /s/ Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxx Xxxxxx Xxxxxxx
President
