Sale of Assets Agreement between International Humate Fertilizer Co. and Midwest Enterprise Consultants, Inc.

Summary

International Humate Fertilizer Co. (Seller) agrees to sell substantially all of its business assets, including equipment, trade secrets, inventories, and contract rights, to Midwest Enterprise Consultants, Inc. (Purchaser). In exchange, the Seller will receive 5,884,614 shares of the Purchaser’s common stock. The Purchaser will assume certain liabilities and unfilled orders as specified in the agreement. The Seller represents that it has clear title to the assets and that the transaction does not require third-party approvals. The agreement details the transfer of assets, payment terms, and representations by the Seller.

EX-10.1 7 doc7.txt 19 d SALE OF ASSETS AGREEMENT This Sale of Assets Agreement is entered in to this 16th day of April, 1997 by and among INTERNATIONAL HUMATE FERTILIZER CO., a Nevada corporation ("Seller"), and MIDWEST ENTERPRISE CONSULTANTS, INC., an Illinois corporation ("Purchaser"). WHEREAS, Seller operates a business primarily engaged in the manufacture and sale of organic humate based fertilizer and animal feed ingredients. Seller's principal place of business is 908 N. Creston, Mesa, Arizona. Seller owns equipment, trade secrets, inventories, contract rights, leasehold interests, and miscellaneous assets used in connection with the operation of its business; WHEREAS, Purchaser desires to acquire substantially all the assets used or useful, or intended to be used, in the operation of Seller's business, and Seller desires to sell such assets to Purchaser. NOW THEREFORE, IT IS AGREED AS FOLLOWS: Section 1. Assets Purchased; Liabilities Assumed. - ----------- ----------------------------------------- 1.1 Assets Purchased. Seller agrees to sell to Purchaser and Purchaser ----------------- agrees to purchase from Seller, on the terms and conditions set forth in this Agreement, the assets set forth on Exhibit A hereto ("Assets"). 1.2 Liabilities Assumed. Purchaser shall accept the assignment and --------------------- assume responsibility for all unfilled orders from customers of Seller assigned to Purchaser pursuant to Section 1.1, shall assume responsibility of payment for purchase orders for inventory items that have been placed by Seller prior to the Closing Date but that will not be delivered until after the Closing Date, shall assume and perform any of Seller's obligations or other contracts listed on Exhibit B hereto, if any, and shall assume liability for such other liabilities of Seller to the extent set forth on Exhibit B hereto. Section 2. Excluded Assets. Assets excluded from this sale and purchase - ----------- ---------------- are: none - --- Section 3. Purchase Price for Assets other than Inventories. The purchase - ----------- -------------------------------------------------- price for the Assets shall be paid by the purchaser in payment in consideration with shares of common stock of the Purchaser. Said common shares of the Purchaser are of no par value. Section 4. Payment of Purchase Price. The price for the Asses, to be paid - ----------- --------------------------- in the form of treasury shares of the purchaser is 5,884,614 common shares of Midwest Enterprise Consultants, Inc. common shares no par value due and deliverable at closing. Section 5. Adjustments. The operation of Seller's business and related - ----------- ------------ income and expenses up to the close of business on the day before the Closing Date shall be for the account of Seller and thereafter for the account of Purchaser. Expenses, including but not limited to utilities, personal property taxes, rents, real property taxes, wages, vacation pay, payroll taxes, and fringe benefits of employees of Seller, shall not be prorated between Seller and Purchaser as such shall be cut off on the close of business on the Closing Date. Section 6. Seller's Representation and Warranties. Seller represent and - ----------- ----------------------------------------- warrant to Purchaser as follows: - --- 6.1 Corporate Existence. Seller is now and on Closing Date will be a --------------------- corporation duly organized and validly existing and in good standing under the laws of the State of Nevada. Seller has all requisite corporate power and authority to own, operate and/or lease the Assets, as the case may be, and to carry on its business as now being conducted. 6.2 Authorization. The execution, delivery, and performance of this -------------- Agreement have been duly authorized and approved by the board of directors and shareholders of Seller, and this Agreement constitutes a valid and binding Agreement of Seller in accordance with its terms. 6.3 Financial Statements. Attached hereto as Exhibit C are Seller's ---------------------- reviewed financial statement for the periods within seven days of closing, Seller shall submit to purchaser its reviewed Financial Statements for 1996 and 1997 year to date (Financial Statements). The Financial Statements are in accordance with the books and records of Seller and are true, correct, and complete; fairly present financial conditions of Seller at the dates of such Financial Statements and the results of its operations for the periods then ended; and were prepared in accordance with generally accepted accounting principles applied on a basis consistent with prior accounting periods. Except as described in this Agreement, since the date of the Financial Statements there has been no material change in the financial condition of Seller. 6.4 Title to Assets. Except as may be described in Exhibit A of this ------------------ Agreement, Seller holds good and marketable title to the Assets, free and clear of restrictions on or conditions to transfer or assignment, and free and clear of liens. pledges, charges, or encumbrances. 6.5 Brokers and Finders. Seller has not employed any broker or finder --------------------- in connection with the transactions contemplated by this Agreement, or taken actions that would give us rise to a valid claim against any party for a brokerage commission, finder's fee, or other like payment. 6.6 Transfer Not subject to Encumbrances or Third-Party Approval. The -------------------------------------------------------------- execution and delivery of this Agreement by Seller and the consummation of the contemplated transactions, will not result in the creation or imposition of any valid lien, charge, or encumbrance on any of the Assets, and will not require the authorization, consent, or approval of any third party, including any governmental subdivision or regulatory agency. 6.7 Labor Agreements and Disputes. Seller is neither a party to, nor -------------------------------- otherwise subject to any collective bargaining or other agreement governing the wages, hours, and terms of employment of Seller's employees. 6.8 ERISA and Related Matters. Exhibit D, only if attached, sets forth -------------------------- a description of all "Employee Welfare Benefit Plans" and "Employee Pension Benefit Plans" (as defined in 3(1) and 3(2), respectively, of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) existing on the date hereof that are or have been maintained or contributed to by the Seller, if any. Except if listed as Exhibit D, the Seller does not maintain any retirement or deferred compensation plan, vacation pay, severance pay, bonus or benefit arrangement, insurance or hospitalization program or any other fringe benefit arrangement for any employee, consultant or agent of the Corporation, whether pursuant to contract, arrangement, custom or informal understanding, which does not constitute an "Employee Benefit Plan" (as defined in e 3(3) of ERISA), for which the Seller may have any ongoing material liability after Closing. The Seller does not maintain nor has it ever contributed to any Multiemployer Plan as defined by e 3(37) of ERISA. The Seller does not currently maintain any Employee Pension Benefit Plan subject o Title IV of ERISA. There have been no "prohibited transactions" (as described in e 406 of ERISA or e 4975 of the Code) with respect to any Employee Pension Benefit Plan or Employee Welfare Benefit Plan maintained by the Seller as to which the Seller has been party a party. As to any employee pension benefit plan listed on Exhibit D and subject to Title IV of ERISA, there have been no reportable events (as such term is defined in e 4043 of ERISA). 6.9 Compliance with Codes and Regulation. Seller has no knowledge that ------------------------------------- leasehold improvements violate and provisions of any applicable building codes, fire regulations, building restrictions, or other ordinances, orders, or regulations. 6.10 Litigation. Seller has no knowledge of any claim, litigation, ----------- proceeding, or investigation pending or threatened against Seller that might result in any material adverse change in the business or condition of Assets being conveyed under this Agreement. 6.11 Accuracy of Representations and Warranties. None of the ----------------------------------------------- representations or warranties of Seller contain or will contain any untrue statement of a material fact or omit or will omit or misstate a material fact necessary in order to make statements in this Agreement not misleading. Seller know of no fact that has resulted, or that in the reasonable judgment of Seller will result in a material change in the business, operations, or assets of Seller that has not been set forth in this Agreement or otherwise disclosed to Purchaser. Section 7. Representations of Purchaser. Purchaser represents and - ----------- ------------------------------- warrants as follows: 7.1 Corporate Existence. Purchaser is a corporation duly organized, --------------------- validly existing, and in good standing under the laws of the State of Illinois. Purchaser has all requisite corporate power, shareholder approval and authority to enter into this Agreement and perform its obligations hereunder. 7.2 Authorization. The execution, delivery, and performance of this -------------- Agreement have been duly authorized and approved by the board of directors and shareholders of Purchaser, and this Agreement constitutes a valid and binding Agreement of Purchaser in accordance with its terms. 7.3 Brokers and Finders. Purchaser has not employed any broker or ---------------------- finder in connection with the transaction contemplated by this Agreement and has taken no action that would give rise to a valid claim against any party for a brokerage commission, finder's fee, or other like payment. 7.4 Accuracy of Representations and Warranties. None of the ----------------------------------------------- representations or warranties of Purchaser contain or will contain any untrue statement of a material fact or omit or will omit or misstate a material fact necessary in order to make the statements contained herein not misleading. Section 8. Covenants of Seller. - ----------- ---------------------- 8.1 Seller's Operation of Business Prior to Closing. Seller agrees ---------------------------------------------------- that between the date of this Agreement and the Closing Date, Seller will: 8.1.1 Continue to operate the business that is the subject of this Agreement in the usual and ordinary course and in substantial conformity with all applicable laws, ordinances, regulations, rules, or orders, and will use its best efforts to preserve its business organization and preserve the continued operation of its customers, suppliers, and others having business relations with Seller. 8.1.2 Not assign, sell, lease, or otherwise transfer or dispose of any of the assets used in the performance of its business, whether now owned or hereafter acquired, except in the normal and ordinary course of business and in connection with its normal operation. 8.1.3 Maintain all of its assets other than inventories in their present condition, reasonable wear and tear and ordinary usage excepted, and maintain the inventories at levels normally maintained. 8.2 Access to Premises and Information. At reasonable times prior to ------------------------------------- the Closing Date, Seller will provide Purchaser and its representatives with reasonable access during business hours to the assets, titles, contracts, and records of Seller and furnish such additional information concerning Seller's business as Purchaser from time to time may reasonably request. 8.3 Employee Matters. ------------------ 8.3.1 Prior to Closing, Seller will deliver to Purchaser a list of the names of all persons on the payroll of Seller, together with a statement of amounts paid to each during Seller's most recent fiscal year and amounts-paid for services from the beginning of the current fiscal year to the Closing Date. Seller will also provide Purchaser with a schedule of all employee bonus arrangements and a schedule of other material compensation or personnel benefits or policies in effect. 8.3.2 Prior to the Closing Date, Seller will not, without Purchaser's prior written consent, enter into any material agreement with its employees, increase the rate of compensation or bonus payable to or to become payable to any employee, or effect any changes in the management, personnel policies, or employee benefits, except in accordance with existing employment practices. 8.3.3 Seller will undertake all action necessary or appropriate to permit Purchaser, if Purchaser so desires, to take over Seller's pension and profit-sharing plan, if any, as a successor employer, and will cooperate with Purchaser with respect to this undertaking. 8.4 Conditions and Best Efforts. Seller will use its best efforts to ------------------------------ effectuate the transactions contemplated by this Agreement and to fulfill all the conditions of the obligations of Seller under this Agreement, and will do all acts and things as may be required to carry out their respective obligations under this Agreement and consummate and complete this Agreement. Section 9 Covenants of Purchaser - ---------- ------------------------ 9.1 Conditions and Best Efforts. Purchaser will use its best efforts ------------------------------ to effectuate the transactions contemplated by this Agreement and to fulfill all the conditions of Purchaser's obligations under this Agreement, and shall do all acts and things as may be required to carry out Purchaser's obligations and to consummate this Agreement. 9.2 Confidential Information. If for any reason the sale of Assets is -------------------------- not closed, Purchaser will not disclose to third parties any confidential information received from Seller in the course of investigating, negotiating, and performing the transactions contemplated by this Agreement. Section 10. Conditions Precedent to Purchaser's Obligations. The obligation - ----------- ------------------------------------------------ of Purchaser to purchase the Assets is subject to the fulfillment, prior to or at the Closing Date, of each of the following conditions, any one or portion of which may be waived in writing by Purchaser. 10.1 Representations, Warranties, and Covenants of Seller. All ---------------------------------------------------------- representations and warranties made in this Agreement by Seller shall be true as of the Closing Date as fully as though such representations and warranties had been made on and as of the Closing Date, and, as of the Closing Date, Seller shall not have violated or shall have failed to perform in accordance with any covenant contained in this Agreement. 10.2 Conditions of the Business. There shall have been no material ------------------------------ adverse change in the manner of operation of Seller's business prior to the Closing Date. 10.3 No Suits or Actions. At the Closing Date no suit, action, or ----------------------- other proceeding shall have been threatened or instituted to restrain, enjoin, or otherwise prevent the consummation of this Agreement or the contemplated transactions. Section 11. Conditions Precedent to Obligations of Seller. The obligations - ------------ ---------------------------------------------- of Seller to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or at the Closing Date, of each of the following conditions, any one or a portion of which may be waived in writing by Seller; 11.1 Representations, Warranties, and Covenants or Purchaser. All ------------------------------------------------------------- representations and warranties made in this Agreement by Purchaser shall be true as of the Closing Date as fully as though such representations and warranties had been made on and as of the Closing Date, and Purchaser shall not have violated or shall not have failed to perform in accordance with any covenant contained in this Agreement. Section 12. Purchaser's Acceptance. Purchaser represents and acknowledges - ------------ ------------------------ that it has entered in to this Agreement on the basis of its own examination, personal knowledge, and opinion of the value of the business. Purchaser has not relied on any representations made by Seller other than those specified in this Agreement. Purchaser further acknowledges that Seller has not made any agreement or promise to repair or improve any of the leasehold improvements, equipment, or other personal property being sold to Purchaser under this Agreement, and that Purchaser takes all such property in the condition existing on the date of this Agreement, except as otherwise provided in this Agreement. Section 13. Risk of Loss. The risk of loss, damage, or destruction to any - ------------ -------------- of the equipment, inventory, or other personal property to be conveyed to Purchaser under this Agreement shall be borne by Seller to the time of Closing. In the event of such loss, damage or destruction, Seller, to the extent reasonable, shall replace the lost property or repair or cause to repair the damaged property to its condition prior to the damage. If replacement, repairs, or restorations are not completed prior to Closing, then the purchase price shall be adjusted by an amount agreed upon by Purchaser and Seller that will be required to complete the replacement, repair, or restoration following Closing. If Purchaser and Seller are unable to agree, then Purchaser, at its sole option and notwithstanding any other provision of this Agreement, upon notice to Seller, may rescind this Agreement and declare it to be of no further force and effect, in which event there shall be deemed null and void. If, prior to Closing, any of the real properties that are the subject of the leases herein are damaged or destroyed, then Purchaser may rescind this Agreement in the manner provided above unless arrangements for repair satisfactory to all parties involved are made prior to Closing. Section 14. Indemnification and Survival - ------------ ------------------------------ 14.1 Survival of Representations and Warranties. All representations --------------------------------------------- and warranties made in this Agreement shall survive the Closing of this Agreement, except that any party to whom a representation or warranty has been made in this Agreement shall be deemed to have waived any misrepresentation or breach of representation or warranty of which such party had knowledge prior to Closing. Any party learning of a misrepresentation or breach of representation or warranty under this Agreement shall immediately give written notice thereof to all other parties to this Agreement. The representations and warranties in this Agreement shall terminate two (2) years from the Closing Date, and such representations or warranties shall thereafter be without force or effect, except any claim with respect to which notice has been given to the party to be charged prior to such expiration date. 14.2 Seller's Indemnification. -------------------------- 14.2.1 Seller hereby agrees to indemnify and hold Purchaser, it successors, and assigns harmless from and against: 14.2.2 Any and all claims, liabilities, and obligations of every kind and description, contingent or otherwise arising out of or related to the operation of Seller's business prior to the close of business on the day before the Closing Date, except for claims, liabilities, and obligations of Seller expressly assumed by Purchaser under this Agreement or paid by insurance maintained by Seller or Purchaser. 14.2.3 Any and all damage resulting from any material misrepresentation, breach of warranty or covenant, or non-fulfillment of any agreement on the party of Seller under this Agreement. 14.3 Purchaser's Indemnification. Purchaser agrees to defend, ----------------------------- indemnify, and hold harmless Seller from and against: 14.3.1 Any and all claims, liabilities, and obligations of every kind and description arising out of or related to the operation of the business following Closing or arising out of Purchaser's failure to perform obligations of Seller assumed by Purchaser pursuant to this Agreement. 14.3.2 Any and all damage or deficiency resulting from any material misrepresentation, breach of warranty or covenant, or nonfulfillment of any agreement on the part of Purchaser under this Agreement. Section 15. Closing. - ------------ -------- 15.1 Time and Place. This Agreement shall be closed at 1:00 p.m. on ---------------- April 30, 1997, or at such other time as the parties may agree in writing at a location to be agreed upon by the parties. Section 16. Bulk Transfers. Purchaser waives compliance by Seller with the - ------------ --------------- Uniform Bulk Transfers Act. Except for those liabilities assumed by Purchaser, as provided in Section 1.2, in the event any creditor of Seller claims the benefit of the Bulk Transfers Act as against Purchaser or any of the assets being conveyed to Purchaser under this Agreement, Seller shall immediately pay or otherwise satisfy such claim or undertake its defense. Seller shall indemnify and hold Purchaser harmless from and against any and all loss, expense, or damage resulting from the failure to comply with the Bulk Transfers Act. If Seller fails to comply with the provisions of this Section and Purchaser is required to pay any creditor of Seller in order to protect the property purchased under this Agreement from claims or liens of Seller's creditors, except those assumed by Purchaser, then Purchaser may offset the amount it pays against the balance due Seller on the Note by furnishing to the escrow agent proof of such payment in the form of a receipt from the creditor involved. Section 17. Miscellaneous Provision. - ------------ ------------------------- 17.1 Amendment and Modification. Subject to applicable law, this ----------------------------- Agreement may be amended, modified, or supplemented only by a written agreement signed by all of the parties hereto. 17.2 Notices. All notices, requests, demands, and other communications -------- required or permitted hereunder will be in writing and will be deemed to have been duly given when delivered by hand or two days after being mailed by certified or registered mail, return receipt requested, with postage prepaid: If to Purchaser, to: Kenneth G. Mason 33 N. LaSalle Street, Ste. 2131 Chicago, Il 60602 or to such other person or address as Purchaser furnish to Seller pursuant to the above. If to Seller, to: David G. Williams 908 N. Creston Mesa, AZ 85213 or to such other address as Seller furnish to Purchaser pursuant to the above. 17.3 Attorney Fees. In the event an arbitration, suit or action is --------------- brought by any party under this Agreement to enforce any of its terms, or in any appeal therefrom, it is agreed that the prevailing party shall be entitled to reasonable attorneys fees to be fixed by the arbitrator, trial court, and/or appellate court. 17.4 Law Governing. This Agreement shall be governed by and construed --------------- in accordance with the laws of the State of Illinois. 17.5 Titles and Captions. All section titles or captions contained in --------------------- this Agreement are for convenience only and shall not be deemed party of the context nor affect the interpretation of this Agreement. 17.6 Pronouns and Plurals. All pronouns and any variations thereof ----------------------- shall be deemed to refer to the masculine, feminine, neuter, singular or plural as the identity of the person or persons may require. 17.7 Entire Agreement. This Agreement contains the entire ------------------ understanding between and among the parties and supersedes any prior understandings and agreements among them respecting the subject matter of this Agreement. Any amendments to this Agreement must be in writing and signed by the party against whom enforcement of that amendment is sought. 17.8 Agreement Binding. This Agreement shall be binding upon the ------------------- heirs, executors. administrators, successors and assigns of the parties hereto. 17.9 Arbitration. If at any time during the term of this Agreement any ------------ dispute, difference, or disagreement shall arise upon or in respect of the Agreement, and the meaning and construction hereof, every such dispute, difference, and disagreement shall be referred to a single arbiter agreed upon by the parties, or if no single arbiter can be agreed upon, an arbiter or arbiters shall be selected in accordance with the rules of the American Arbitration Association and such dispute, difference, or disagreement shall be settled by arbitration in accordance with the then prevailing commercial rules of the American Arbitration Association, and judgment upon the award rendered by the arbiter may be entered in any court having jurisdiction thereof. 17.10 Presumption. This Agreement or any Section thereof shall not be ------------ construed against any party due to the fact that said Agreement or any Section thereof was drafted by said party. 17.11 Further Action. The parties hereto shall execute and deliver all -------------- documents, provide all information and take or forbear from all such action as may be necessary or appropriate to achieve the purpose of the Agreement. 17.12 Counterparts. This Agreement may be executed in several ------------- counterparts and all so executed shall constitute one Agreement, binding on all the parties hereto even though all the parties are not signatories to the original or the same counterpart. 17.13 Parties in Interest. Nothing herein shall be construed to be to -------------------- the benefit of any third party, nor is it intended that any provision shall be for the benefit of any third party. 17.14 Savings Clause. If any provision of this Agreement, or the ---------------- application of such provision to any person or circumstance, shall be held invalid, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those as to which it is held invalid, shall not be affected thereby. Dated: MIDWEST ENTERPRISE INTERNATIONAL HUMATE CONSULTANTS, INC. FERTILIZER CO. an Illinois corporation a Nevada corporation by: /s/ Kenneth G. Mason by: /s/ David Williams President President Attached Exhibits: A - List of Assets B - Liabilities & Agreements Assumed C - Financial Statements or Receipt EXHIBIT A ASSETS 1992 CHEVY FLEETSIDE 1993 CHEVY FLEETSIDE 1993 CHEVY FLEETSIDE 1989 FREIGHTLINER TRUCK 1994 BLAZER TRAILERS TRAILER WHEEL & FRAME MANUFACTURING EQUIPMENT UNIVERSAL CLEANING SYSTEM OFFICE EQUIPMENT FAX MACHINE COMPUTER COMPUTER CASH ACCOUNT RECEIVABLES INVENTORY PREPAID ITEMS ALL ASSETS ON ATTACHED FINANCIAL STATEMENT EXHIBITS B & C SEE ATTACHED FINANCIAL STATEMENTS FOR LISTED LIABILITIES/AGREEMENTS INTERNATIONAL HUMATE FERTILIZER CO. BALANCE SHEET AS OF APRIL 30, 1997 ASSETS April 30, 1997 - ------ -------------- Current Assets Checking/Savings Cash International State Bank - Raton 5,203.34 Lubbock Bank 3,296.50 Total Cash 8,499.84 Total Checking/Savings 8,499.84 Accounts Receivable *Accounts Receivable 72,876.05 Total Accounts Receivable 72,876.05 Other Current Assets Accounts Receivable - Other 3,640.00 Inventory-Containers 670.00 Inventory-Raw Material Caustic Potash 90.00 Ferrous Sulfate Heptahydrate-50 1,176.00 Ferrous Sulf. Heptahydrate-Bulk 1,400.00 Urea-50 lb bag 5,267.25 Phosphoric Acid 1,540.00 Zinc Sulfate Monohydrate-50 Bag 3,050.00 Manganese Sulf. Mono 2,500.00 Total Inventory - Raw Material 15,023.25 Inventory-Finished Agri-Hume 50 lb Bag 6,701.94 Agri-Hume 1 Ton Bag 10,252.80 Agri-Hume 50 Hi-Grade 1,258.74 Agri-Hume Bulk High Grade 822.00 Aqua-H 5 Gallon 1,196.13 Aqua-H 30 Gallon 425.25 Aqua-H Bulk 12,413.75 Aqua-H Plus N 83.00 Aqua-F 5 Gallon 643.20 Aqua-F 30 Gallon 651.75 Aqua-F Bulk 2,232.58 Calcium Plus 2,375.00 Macro-Plus (5 gal) 1,305.09 Macro-Plus 30 Gal Drum 269.50 Macro-Plus Bulk 70.00 Macro-Plus + (5 Gal) 899.24 Macro-Plus + Zinc 4,619.80 Total Inventory - Finished 46,219.77 Prepaid Inventory 53,457.14 Clearing Account 10,124.00 Total Other Current Assets 129,134.16 Total Current Assets 210,510.05 Fixed Assets Equipment Furniture & Equipment 5,904.00 Manufacturing Equipment 29,055.00 Transportation Equipment 136,775.00 Accumulative Depreciation (94,738.00) Total Equipment 76,996.00 Total Fixed Assets 76,996.00 Other Assets Deposit-Utilities 360.00 Total Other Assets 360.00 TOTAL ASSETS 287,866.05 - ------------ ---------- Liabilities & Equity Liabilities Current Liabilities - -------------------- Other Current Liabilities Accounts Payable-Trade 39,284.22 Credit Cards Payable Credit Card-Best Buy 1,471.33 Credit Card-BNY/Delaware 4,445.15 Credit Card-Household/Visa 6,189.99 Total Credit Cards Payable 12,106.47 Other Accrued Liabilities Royalty Fees 2,178.17 Loans Payable Officer-D.W. 120,259.58 Equipment Lease Payments 25,600.00 Total Other Accrued Liabilities 148,037.75 Total Other Current Liabilities 199,428.44 Total Current Liabilities 199,428.44 Long Term Liabilities Notes Payable- Raton International Bank ###-###-#### 7-2-97 50,591 ###-###-#### 8-5-98 35,681.60 Total Raton International Bank 86,273.58 Forklift Lease 14,915.16 Total Notes Payable- 101,188.74 Total Long Term Liabilities 101,188.74 Total Liabilities 300,617.18 Equity Opening Equity Balance 47,563.29 Net Income (60,314.42) Total Equity (12,751.13) TOTAL LIABILITIES & EQUITY 287,866.05 - -------------------------- ---------- INTERNATIONAL HUMATE FERTILIZER CO. PROFIT AND LOSS JULY 1996 THROUGH APRIL 1997 July 96 - April 97 ------------------ Ordinary Income/Expense - ------------------------ Income Sales Agri-Hume 50 lb Bag 4,648.00 Agri-Hume 1 Ton Bag-Chipped 12,810.00 Agri-Hume 50 Hi-Grade 495.00 Agri-Hume Bulk/Truck 34,560.00 Aqua-H 5 Gallon 13,880.00 Aqua-H Bulk 101,921.58 Aqua-H (pnut) 24,000.00 Aqua-H Plus N 461.30 Aqua-F 5,878.24 Aqua-F 55 Gallon 990.00 Aqua-F Bulk 16,593.22 Calcium Plus-5 Gallons 11,960.00 Macro-Plus Bulk 4,112.00 Macro-Plus + (5 gal) 34,885.85 Macro-Plus + Zinc 5,281.00 Sales Misc. 450.00 Sales-Other 3,505.00 Total Sales 276,431.19 Sales Discounts (8,651.88) Royalty Fees (2,178.17) Total Income 265,601.14 Cost of Goods Sold Cost of Goods Sold Chemicals 6,348.64 Freight-In 2,260.00 Freight-Out 3,382.17 Insurance 5,774.51 Inventory/COGS Adjustment (54,861.59) Lease Equipment 2,744.44 Manufacturing Costs 255.90 Mfg-Sub Contract 17,198.37 Manufacturing Supplies 159.19 Packaging Containers 1,728.00 Total Packaging 1,728.00 Repairs & Maint (Equip) 2,696.58 Repairs & Maint (other) 1,117.12 Tools and Machinery 2,566.86 Transportation Taxes 139.32 Utilities 5,563.74 Misc. 756.99 Cost of Goods Sold - Other 66,075.54 Total Cost of Goods Sold 63,905.78 Total COGS 63,905.78 Gross Profit 201,695.36 Expense Advertising 1,040.18 Bank Service Charges 1,481.85 Bond Expense 100.00 Contract Services Consulting 3,988.22 Total Contract Services 3,988.22 Dues and Subscriptions 251.05 Interest Expense Finance Charge 341.02 Loan Interest 7,088.84 Interest Expense Other 2,529.67 Total Interest Expense 9,959.53 Licenses and Permits 394.40 Manufacture Rep's Ashland Sales Co. 407.40 Az-Tex 50,519.49 B. Workman 1,965.50 R. Hudson 448.32 L. Wright 27,142.69 C. Bugge 3,119.00 Total Manufacturing Rep's 83,602.40 Miscellaneous 65.09 Office Expense Maintenance 1,280.99 Supplies 4,775.05 Office Expense-Other 82.15 Total Office Expense 6,138.19 Postage and Delivery 748.21 Professional Fees Legal 2,627.63 Accounting 11,774.81 Total Professional Fees 14,402.44 Rent-Equipment 375.00 Rent Houston 800.00 Lubbock 7,035.00 Raton 9,750.00 Total Rent 17,585.00 Repairs Computer Repairs 95.09 Total Repairs 95.09 Research & Development 5,914.01 Subcontractors 650.00 Taxes Local 1,217.86 Fuel 6.00 Total Taxes 1,223.86 Telephone 14,549.50 Transportation Airplane Fuel 18,371.31 Rent 2,131.00 Lease 25,600.00 Maintenance 12,240.75 Training 1,600.00 Total Airplane 59,943.06 Auto & Truck Fuel 4,957.29 Insurance 7,479.88 License/Tags 476.35 Maintenance 10,112.29 Total Auto & Truck 23,025.81 Total Transportation 82,968.87 Travel Airfare 1,358.00 Lodging 5,771.23 Travel 889.81 Travel-Other 3,898.77 Total Travel 11,917.81 Uncategorized Expenses 1,126.17 Uncollectable Receivables 3,464.41 Total Expenses 262,041.28 Net Ordinary Income (60,345.92) Other Income/Expense Other Income Interest Income 31.50 Total Other Income 31.50 Net Other Income 31.50 Net Income (60,314.42)