Merger Agreement among SinoFresh Corp., SinoFresh Acquisition Corp., SinoFresh HealthCare, Inc., and Susan Parker

Contract Categories: Mergers & Acquisitions › Merger Agreements
Summary

This agreement outlines the merger of SinoFresh HealthCare, Inc. into SinoFresh Acquisition Corp., making the latter a wholly-owned subsidiary of SinoFresh Corp. HealthCare shareholders will exchange all their shares, options, and warrants for new shares, options, and warrants in SinoFresh. Susan Parker will cancel a specified number of SinoFresh shares as part of the transaction. The merger is intended to qualify as a tax-free corporate reorganization under U.S. law. The agreement details the exchange ratios, the process for effecting the merger, and the legal filings required to complete the transaction.

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EX-2.1 3 doc2.txt EXHIBIT 2.1 MERGER AGREEMENT This Merger Agreement ("Agreement") is entered into as of September 8, 2003 (the "Execution Date"), by and among SinoFresh Corp., a Florida corporation ("SinoFresh"), SinoFresh Acquisition Corp., a Florida corporation ("SinoFresh Corp."), SinoFresh HealthCare, Inc., a Delaware corporation ("HealthCare") and Susan Parker. RECITALS A. SinoFresh wishes to exchange with HealthCare, on the terms and conditions set forth in this Agreement, 14,326,660 shares of SinoFresh. B. Upon consummation of the Merger (defined in Section 1.1.1 below), HealthCare shall merge with and into SinoFresh Corp., and SinoFresh Corp., shall be a wholly-owned subsidiary of SinoFresh. C. Together, the HealthCare Shareholders (defined in Section 1.1 below) are the owners of the following amount of common and preferred stock of HealthCare, which amount represents all issued and outstanding capital stock of HealthCare: (i) 21,536,980 shares of common stock (the "HealthCare Common"); (ii) 1,716,339 shares of Series A preferred stock (the "HealthCare Series A"); (iii) 6,000,000 shares of Series B preferred stock (the "HealthCare Series B"); and (iv) 5,000,000 shares of Series C preferred stock (the "HealthCare Series C"). The HealthCare Common, the HealthCare Series A, the HealthCare Series B and the HealthCare Series C shall collectively be referred to herein as the "HealthCare Shares". D. The HealthCare Shareholders (defined in Section 1.1 below) desire to acquire a total of 14,326,660 shares of stock of SinoFresh. Accordingly, at the Effective Time (defined in Section 1.1.1 below), HealthCare shall merge with an into SinoFresh Corp., and the HealthCare Shares issued and outstanding immediately prior to the Effective Time shall cease to be outstanding and shall be converted into and exchanged for: (i) 10,768,490 shares of common stock of SinoFresh (the "SinoFresh Common"); (ii) 858,170 shares of Series A preferred stock of SinoFresh (the "SinoFresh Series A"); (iii) 1,500,000 shares of Series B preferred stock of SinoFresh (the "SinoFresh Series B"); and (iv) 1,218,711 shares of Series C preferred stock of SinoFresh (the "SinoFresh Series C"). The SinoFresh Common, the SinoFresh Series A, the SinoFresh Series B and the SinoFresh Series C shall collectively be referred to herein as the "SinoFresh Shares". E. In addition, the HealthCare Shareholders desire to acquire certain options and warrants of SinoFresh. Accordingly, at the Effective Time (defined in Section 1.1.1 below), HealthCare shall merge with an into SinoFresh Corp., and the HealthCare Options and Warrants (defined in Section 1.1.1 below) outstanding immediately prior to the Effective Time (defined in Section 1.1.1 below), shall cease to be outstanding and shall be converted into and exchanged for: (i) options to purchase 1,500,000 shares of the common stock of SinoFresh, (ii) 4 warrants to purchase 450,000 shares of common stock of SinoFresh, (iii) warrants to purchase 1,350,000 shares of common stock of SinoFresh at $5.00 per share, and (iv) warrants to purchase 100,000 shares of common stock of SinoFresh at $7.00 per share. Options to purchase 1,500,000 shares of the common stock of SinoFresh, warrants to purchase 450,000 shares of common stock of SinoFresh, warrants to purchase 1,350,000 shares of common stock of SinoFresh at $5.00 per share, and warrants to purchase 100,000 shares of common stock of SinoFresh at $7.00 per share shall collectively be referred to herein as the "SinoFresh Options and Warrants". F. In connection with the Agreement, Susan Parker shall tender 19,616,667 shares of common stock of SinoFresh owned by her to SinoFresh's transfer agent with instructions to cancel the 19,616,667 shares. G. It is the intent of the parties that the Merger qualify as a corporate reorganization under Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended (the "Code"). Accordingly, the parties agree as follows: 1. MERGER. 1.1 EXCHANGE FOR THE SINOFRESH SHARES. Subject to the terms and conditions of this Agreement, prior to or simultaneously with the Closing (as defined in Section 2.1 below), the HealthCare Shares owned by each HealthCare shareholder shown on SCHEDULE 1 (each individually a "HealthCare Shareholder" and collectively the "HealthCare Shareholders") shall be converted into and exchanged for the SinoFresh Shares. At the Effective Time and upon the effectiveness of the Merger (defined in Section 1.1.1 below), the HealthCare Shareholders shall be deemed to the holder of record of the SinoFresh Shares, and SinoFresh shall continue to be governed by the laws of the State of Florida. 1.1.1 EXCHANGE FOR THE SINOFRESH OPTIONS AND WARRANTS. Subject to the terms and conditions of this Agreement, prior to or simultaneously with the Closing (as defined in Section 2.1 below) the following options and warrants shall be exchanged for the SinoFresh Options and Warrants: (i) options to purchase 3,000,000 shares of the common stock of HealthCare (the "Option Shares")1, (ii) warrants to purchase 900,000 shares of common stock of HealthCare (the "A Warrants")2, (iii) warrants to purchase 1,350,000 shares of common stock of HealthCare at $5.00 per share (the "Cancelable Warrants")3, and (iv) warrants to purchase 100,000 shares of common stock of HealthCare at $7.00 per share (the "B Warrants")4. The options to purchase 3,000,000 shares of the common stock of HealthCare, warrants to purchase 900,000 shares of common stock of HealthCare, warrants to purchase 1,350,000 shares of common stock of HealthCare at $5.00 per share, and warrants to purchase 100,000 shares of common stock of HealthCare at $7.00 per share shall collectively be referred to herein - -------- 1 Options of HealthCare shall be exchanged for options of SinoFresh on a 1 for 2 basis. 2 The A Warrants of HealthCare shall be exchanged for the A Warrants of SinoFresh on a 1 for 2 basis. 3 The Cancelable Warrants of HealthCare shall be exchanged for the Cancelable Warrants of SinoFresh on a 1 for 1 basis. 4 The B Warrants of HealthCare shall be exchanged for the B Warrants of SinoFresh on a 1 for 1 basis. 5 as the "HealthCare Options and Warrants". The exchange of the SinoFresh Shares for the HealthCare Shares and the SinoFresh Options and Warrants for the HealthCare Options and Warrants shall be referred to herein as the "Merger". 1.2 ARTICLES OF MERGER. The Merger shall be effectuated at the Effective Time pursuant to Articles of Merger ("Articles of Merger") filed in accordance with applicable provisions of Florida and Delaware law. The Articles of Merger shall be filed together with any other filings or recordings required by Florida and Delaware law in connection with the Merger as soon as practicable after the Closing (as defined below in Section 2.1). The term "Effective Time" as used in this Agreement means the time at which the Merger becomes effective under the laws of Florida. 1.3 MERGER. At the Effective Time, the HealthCare Shares and the HealthCare Options and Warrants shall, by virtue of the Merger and without any action on the part of the HealthCare Shareholders, automatically cease to be outstanding and shall be converted into and exchanged for the SinoFresh Shares and SinoFresh Options and Warrants. Each certificate evidencing ownership of the HealthCare Shares outstanding immediately prior to the Effective Time and each agreement representing ownership of the HealthCare Options and Warrants shall, immediately after the Effective Time, be exchanged for a certificate or certificates evidencing ownership of the applicable number of the SinoFresh Shares and an agreement or agreements evidencing ownership of the applicable number of SinoFresh Options and Warrants. At the Closing (as defined below in Section 2.1): (i) the HealthCare Common shall cease to be outstanding and shall be converted into and exchanged for the SinoFresh Common5, (ii) the HealthCare Series A shall cease to be outstanding and shall be converted into and exchanged for the SinoFresh Series A6, (iii) the HealthCare Series B shall cease to be outstanding and shall be converted into and exchanged for the SinoFresh Series B7, (iv) the HealthCare Series C shall cease to be outstanding and shall be converted into and exchanged for the SinoFresh Series C8, and (v) the HealthCare Options and Warrants shall cease to be outstanding and shall be converted into and exchanged for the SinoFresh Options and Warrants. The SinoFresh Shares and SinoFresh Options and Warrants exchanged for the HealthCare Shares and HealthCare Options and Warrants shall be referred to herein as the "Closing Shares". 1.4 CANCELLATION OF CERTAIN SHARES OF SINOFRESH. At the Closing (as defined below in Section 2.1), the certificate or certificates representing the 19,616,667 shares of common stock of SinoFresh owned by its majority shareholder, Susan Parker ("Parker's Shares"), shall be tendered to SinoFresh. At the Effective Time, SinoFresh shall cancel Parker's Shares. 6 - ----------------- 5 The HealthCare Common and the SinoFresh Common shall be exchanged on a 1 for 2 basis. 6 The HealthCare Series A and the SinoFresh Series A shall be exchanged on a 1 for 2 basis. 7 The HealthCare Series B and the SinoFresh Series B shall be exchanged on a 1 for 4 basis. 8 The HealthCare Series C and the SinoFresh Series C shall be exchanged on a 1 for 4 basis. 1.5 NAME CHANGE. At the Effective Time, (i) HealthCare shall cease to exist by virtue of its merging with and into SinoFresh Corp., (ii) the articles of incorporation of SinoFresh Corp., shall be amended hereby such that the name of SinoFresh Corp., shall become "SinoFresh Corporation", and (iii) the articles of incorporation of SinoFresh shall be amended hereby such that name of SinoFresh shall become "SinoFresh HealthCare, Inc." by amendment to its articles of incorporation.9 2. CLOSING AND CLOSING DOCUMENTS. 2.1 DATE, TIME AND PLACE OF CLOSING. The Merger contemplated by this Agreement shall take place at a closing (the "Closing") to be held at Law Offices of Eric P. Littman, P.A., 7695 S.W. 104th Street, Miami, FL 33156, on a date and at a time convenient to the parties. The date on which the Closing occurs is referred to in this Agreement as the "Closing Date." 2.2 HEALTHCARE CLOSING DOCUMENTS. At the Closing, HealthCare shall deliver the following documents to SinoFresh (collectively, the "HealthCare Closing Documents"): 2.2.1 HEALTHCARE SHARE CERTIFICATES. Certificates representing all of the HealthCare Shares; 2.2.2 OTHER DOCUMENTS AND INSTRUMENTS. Such other documents and instruments as SinoFresh's counsel may deem to be necessary or advisable to effect the transactions contemplated by this Agreement. 2.3 SINOFRESH CLOSING DOCUMENTS. At the Closing, SinoFresh shall deliver or cause to be delivered to HealthCare the following documents (collectively, the "SinoFresh Closing Documents"): 2.3.1 ARTICLES OF MERGER. The Articles of Merger to be filed with the state of Florida, executed by SinoFresh; 2.3.2 SINOFRESH SHARE CERTIFICATES. Executed minutes of a special meeting of the board of directors of SinoFresh authorizing the issuance of one or more stock certificates in the name of each of the HealthCare Shareholders representing such HealthCare Shareholder's ownership of the SinoFresh Shares; 2.3.3 WARRANT AND OPTION AGREEMENTS. The agreements, accompanied by assignments, representing ownership of the SinoFresh Options and Warrants; - --------------- 9 Although the name "SinoFresh HealthCare, Inc., is currently being used by the Delaware entity referred to herein as HealthCare, by virtue of the Merger HealthCare shall cease to exist and its name shall become available in the State of Florida. 7 2.3.4 GOOD STANDING CERTIFICATE. A certificate issued by the Florida Secretary of State indicating that SinoFresh is qualified and in good standing within such jurisdiction; 2.3.5 SINOFRESH OFFICER'S CERTIFICATE. A certificate dated as of the Closing Date executed by a duly authorized officer of SinoFresh certifying that all necessary actions have been taken by SinoFresh's shareholders and directors to authorize the transactions contemplated by this Agreement and that all representations and warranties made by SinoFresh in this Agreement are complete and correct in all material respects as of the Closing Date as if made on the Closing Date; 2.3.6 CERTIFICATES REPRESENTING PARKER'S SHARES. Proof that one or more stock certificates in the name of Susan Parker representing the 20,000,000 shares owned by Susan Parker have been delivered to the transfer agent for SinoFresh with instructions to (i) cancel 19,616,667 shares, and (ii) forward 50,000 shares to Eric P. Littman, Esq.; 2.3.7 RESOLUTIONS. Copies of signed resolutions of the board of directors and the shareholders of SinoFresh approving the Merger with HealthCare and the execution by SinoFresh of this Agreement; 2.3.8 APPRAISAL RIGHTS.In the event that shareholders of SinoFresh are entitled to "appraisal rights"10 pursuant to the Florida Business Corporation Act, copies of all written appraisal notices and forms sent by SinoFresh to the shareholders of SinoFresh as required by Section ###-###-#### of the Florida Business Corporation Act; 2.3.9 LEGAL OPINION. A letter signed by Eric P. Littman from the Law Offices of Eric P. Littman, P.A., 7695 S.W. 104th Street, Miami, FL 33156, pursuant to which a legal opinion is rendered regarding the total amount of stock of SinoFresh that shall be "freely-tradable" subsequent to the Closing Date by virtue of having been registered pursuant to the Securities Act of 1933 (the "Securities Act") and the total amount of stock of SinoFresh that shall be "freely-tradable" subsequent to the Closing Date pursuant to an exemption from the Securities Act; and 2.3.10 OTHER DOCUMENTS AND INSTRUMENTS. Such other documents and instruments as HealthCare's counsel may deem to be necessary or advisable to effect the transactions contemplated by this Agreement. 3. REPRESENTATIONS AND WARRANTIES OF HEALTHCARE. HealthCare represents and warrants to SinoFresh that the statements contained in this Section 3 are correct and complete as of the date of this Agreement. - ------------------ 10 "Appraisal rights" shall have the same meaning as that term is used in the Florida Business Corporation Act. 8 3.1 ORGANIZATION OF HEALTHCARE. HealthCare is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. HealthCare has all the requisite power and authority to own, lease and operate all of its properties and assets and to carry on its business as currently conducted and as proposed to be conducted. HealthCare is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the nature of the business conducted by it makes such licensing or qualification necessary and where the failure to be so qualified would, individually or in the aggregate, have a Material Adverse Effect upon it. As used in this Agreement, the term "Material Adverse Effect" with respect to any party, shall mean any change or effect that is reasonably likely to be materially adverse to the business, operations, properties, condition (financial or otherwise), assets or liabilities of such party and such party's subsidiaries taken as a whole. 3.2 AUTHORIZATION. Subject to the approval of its shareholders, HealthCare has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and the HealthCare Closing Documents and to perform its obligations hereunder and thereunder. This Agreement constitutes, and the HealthCare Closing Documents will constitute, valid and legally binding obligations of HealthCare, enforceable in accordance with their respective terms and conditions. 3.3 NONCONTRAVENTION. Neither the execution and the delivery of this Agreement or the HealthCare Closing Documents, nor the consummation of the transactions contemplated hereby or thereby by HealthCare, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which HealthCare is subject or any provision of its articles of incorporation or bylaws, or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which HealthCare is a party or by which it is bound or to which any of its assets is subject. HealthCare does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the parties to consummate the transactions contemplated by this Agreement. 3.4 DISCLOSURE. The representations and warranties contained in this Section 3 do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements and information contained in this Section 3 not misleading. 3.5 CAPITALIZATION. The authorized capital stock of HealthCare consists of 50,000,000 shares of common stock, $.0001 par value, of which 21,536,980 shares are issued and outstanding, and 20,000,000 shares of preferred stock, $.0001 par value, of which (i) 1,716,339 shares of Series A preferred stock, (ii) 6,000,000 shares of Series B preferred stock, and (iii) 4,874,843 shares of Series C preferred stock are issued and outstanding. All of the outstanding shares of 9 HealthCare stock (and options to purchase stock) and other outstanding securities of HealthCare have been duly and validly issued. 3.6 TAX TREATMENT. As of the date of this Agreement, HealthCare has no reason to believe that the Merger will not qualify as a "reorganization" within the meaning of Section 368(a) of the Code. 4. REPRESENTATIONS AND WARRANTIES OF SINOFRESH AND THE WARRANTING SINOFRESH SHAREHOLDER. Susan Parker (the "Warranting Shareholder"), and SinoFresh, jointly and severally represent and warrant to HealthCare that the statements contained in this Section 4 are correct and complete as of the date of this Agreement. 4.1 ORGANIZATION. SinoFresh is a corporation duly organized, validly existing, and in good standing under the laws of the State of Florida. SinoFresh has all the requisite power and authority to own, lease and operate all of its properties and assets and to carry on its business as currently conducted and as proposed to be conducted. SinoFresh is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the nature of the business conducted by it makes such licensing or qualification necessary and where the failure to be so qualified would, individually or in the aggregate, have a Material Adverse Effect upon it. 4.2 AUTHORIZATION OF TRANSACTION. SinoFresh and the Warranting Shareholder have full power and authority to execute and deliver this Agreement and the SinoFresh Closing Documents to which any SinoFresh shareholder is a party and to perform all obligations hereunder and thereunder. This Agreement constitutes, and the SinoFresh Closing Documents will constitute, the valid and legally binding obligation of SinoFresh and the Warranting Shareholder, enforceable in accordance with their respective terms and conditions. The Warranting Shareholder and SinoFresh jointly and severally make the representations and warranties set forth in this Section 4 to HealthCare. 4.3 CAPITALIZATION. The authorized capital stock of SinoFresh consists of 500,000,000 shares of common stock, no par value, of which 22,100,000 shares are issued and outstanding, and 200,000,000 shares of "blank check" preferred stock, no par value, of which 0 shares are issued and outstanding. All issued and outstanding shares of SinoFresh stock have been duly authorized and validly issued, and are fully paid and nonassessable. All of the outstanding shares of common stock (and options to purchase common stock) and other outstanding securities of SinoFresh have been duly and validly issued in compliance with federal and state securities laws. There are no outstanding or authorized subscriptions, options, warrants, plans or, except for this Agreement and as contemplated by this Agreement, other agreements or rights of any kind to purchase or otherwise receive or be issued, or securities or obligations of any kind convertible into, any shares of capital stock or other securities of SinoFresh, and there are no dividends which have accrued or been declared but are unpaid on the capital stock of SinoFresh. There are no outstanding or 10 authorized stock appreciation, phantom stock or similar rights with respect to SinoFresh. The HealthCare Shares are duly authorized and validly issued, fully paid and nonassessable. The HealthCare Shares are not subject to any preemptive rights or other similar restrictions. 4.4 SUBSIDIARIES. Except for SinoFresh Corp., SinoFresh does not own, directly or indirectly, any capital stock or other equity interest in any corporation, partnership or other entity. 4.5 OWNERSHIP OF SINOFRESH SHARES. Each SinoFresh shareholder owns and holds of record that number of SinoFresh Shares shown on SCHEDULE 2. Each SinoFresh shareholder has good title to such SinoFresh shareholder's SinoFresh Shares, free and clear of all claims, charges, liens and other encumbrances. As of the Execution Date, 2,100,000 shares of the issued and outstanding stock of SinoFresh are "free-trading" by virtue of either (i) an exemption from the Securities Act, or (ii) having been registered pursuant to the Securities Act. 4.6 NONCONTRAVENTION. Neither the execution and the delivery of this Agreement or the SinoFresh Closing Documents, nor the consummation of the transactions contemplated hereby or thereby, by SinoFresh or the SinoFresh shareholder will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which SinoFresh or such SinoFresh shareholder is subject, or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which SinoFresh or such SinoFresh shareholder is a party or by which SinoFresh or such SinoFresh shareholder is bound or to which SinoFresh or any of such SinoFresh shareholder's assets is subject. Neither SinoFresh nor any SinoFresh shareholder needs to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the parties to consummate the transactions contemplated by this Agreement. 4.7 FINANCIAL STATEMENTS AND FINANCIAL CONDITION. Attached as SCHEDULE 3 are the following financial statements for SinoFresh: (i) its unaudited consolidated balance sheet as of June 30, 2003, and the related unaudited consolidated statements of income and retained earnings and of cash flows, and (ii) its audited consolidated balance sheet as of December 31, 2002 and the related consolidated statements of income and retained earnings and of cash flows (the "Financial Statements"). The Financial Statements, including any related notes and schedules, have been prepared in accordance with U.S. GAAP consistently applied, are based on the books, records and work papers of SinoFresh, and present fairly the financial position of SinoFresh as of the dates of such statements and the results of operations for the periods covered by such statements, subject to normal year-end adjustments and the absence of footnotes. 11 4.8 ABSENCE OF MATERIAL CHANGE. Since June 30, 2003, there has been no change in the business, operations, financial condition or liabilities of SinoFresh as stated in the Form 10-QSB filed by SinoFresh on July 31, 2003 with the United States Securities and Exchange Commission that would result in a Material Adverse Effect on SinoFresh. 4.8.1 FINANCIAL STATEMENTS. Since June 30, 2003, there has been no material change in the financial condition of SinoFresh from that represented in the unaudited financial statements for June 30, 2003 attached hereto in SCHEDULE 3. 4.9 LITIGATION. There are no actions, suits, claims, inquiries, proceedings or investigations before any court, tribunal, commission, bureau, regulatory, administrative or governmental agency, arbitrator, body or authority pending or, to the knowledge of such Warranting Shareholder, threatened against SinoFresh which would reasonably be expected to result in any liabilities, including defense costs, in excess of $1,000 U.S. in the aggregate. SinoFresh is not the named subject of any order, judgment or decree and is not in default with respect to any such order, judgment or decree. 4.10 TAXES AND TAX RETURNS. SinoFresh has timely and correctly filed tax returns and reports (collectively, "Returns") required by applicable law to be filed (including, without limitation, estimated tax returns, income tax returns, excise tax returns, sales tax returns, use tax returns, property tax returns, franchise tax returns, information returns and withholding, employment and payroll tax returns) and all such returns were (at the time they were filed) correct in all material respects, and have paid all taxes, levies, license and registration fees, charges or withholdings of any nature whatsoever reflected on such Returns to be owed and which have become due and payable except for any that is being contested in good faith. Any unpaid U.S. Federal income taxes, interest and penalties of SinoFresh do not exceed $5,000 U.S. in the aggregate. 4.11 EMPLOYEES. SinoFresh has no salaried employees. 4.12 COMPLIANCE WITH APPLICABLE LAW. 4.12.1 SinoFresh holds all licenses, certificates, franchises, permits and other governmental authorizations ("Permits") necessary for the lawful conduct of its business and such Permits are in full force and effect, and SinoFresh is in all material respects complying therewith, except where the failure to possess or comply with such Permits would not have, in the aggregate, a Material Adverse Effect on SinoFresh. 4.12.2 SinoFresh is and for the past three years has been in compliance with all foreign, federal, state and local laws, statutes, ordinances, rules, regulations and orders applicable to the operation, conduct or ownership of its business or properties except for any noncompliance which is not reasonably likely to have, in the aggregate, a Material Adverse Effect on SinoFresh. 4.13 CONTRACTS AND AGREEMENTS. SinoFresh is not a party to or bound by any commitment, contract, agreement or other instrument which involves or could involve aggregate future payments by SinoFresh of more than $1,000 U.S., (ii) 12 SinoFresh is not a party to or bound by any commitment, contract, agreement or other instrument which is material to the business, operations, properties, assets or financial condition of SinoFresh, and (iii) no commitment, contract, agreement or other instrument, other than charter documents, to which SinoFresh is a party or by which SinoFresh is bound, limits the freedom of SinoFresh to compete in any line of business or with any person. SinoFresh is not in default on any contract, agreement or other instruments. 4.14 AFFILIATE TRANSACTIONS. 4.14.1 SinoFresh has not engaged in, and is not currently obligated to engage in (whether in writing or orally), any transaction with any Affiliated Person (as defined below) involving aggregate payments by or to SinoFresh of $10,000 U.S. or more. 4.14.2 For purposes of this Section 4.14, "Affiliated Person" means: (a) a director, executive officer or Controlling Person (as defined below) of SinoFresh; (b) a spouse of a director, executive officer or Controlling Person of SinoFresh; (c) a member of the immediate family of a director, executive officer, or Controlling Person of SinoFresh who has the same home as such person; (d) any corporation or organization (other than SinoFresh) of which a director, executive officer or Controlling Person of SinoFresh is a chief executive officer, chief financial officer, or a person performing similar functions or is a Controlling Person of such other corporation or organization; (e) any trust or estate in which a director, executive officer, or Controlling Person of SinoFresh or the spouse of such person has a substantial beneficial interest or as to which such person or his spouse serves as trustee or in a similar fiduciary capacity; and (f) for purposes of this Section 4.14, "Controlling Person" means any person or entity which, either directly or indirectly, or acting in concert with one or more other persons or entities owns, controls or holds with power to vote, or holds proxies representing ten percent or more of the outstanding common stock or equity securities. 4.15 LIMITED REPRESENTATIONS AND WARRANTIES. Except for the representations and warranties of the HealthCare expressly set forth in Section 3, SinoFresh has not relied upon any representation and warranty made by or on behalf of HealthCare in making its determination to enter into this Agreement and consummate the transactions contemplated by this Agreement. 13 4.16 DISCLOSURE. No representation or warranty made by a SinoFresh shareholder contained in this Agreement, and no statement contained in the Schedules delivered by SinoFresh and the SinoFresh shareholder hereunder, contains any untrue statement of a material fact or omits any material fact necessary in order to make a statement herein or therein, in light of the circumstances under which it is made, not misleading. 4.17 TITLE TO PROPERTY. 4.17.1 REAL PROPERTY. SinoFresh does not own or lease, directly or indirectly, any real property. 4.17.2 ENVIRONMENTAL MATTERS. SinoFresh does not have any financial liability under any environmental laws. 4.18 PERSONAL PROPERTY. SinoFresh does not own any personal property the current fair market value of which is more than $1,000 U.S. 4.19 INTELLECTUAL PROPERTY. SinoFresh does not own or lease, directly or indirectly, any Intellectual Property. "Intellectual Property", for purposes of this Agreement, shall mean: patents, patent applications, trademarks, trademark registrations, applications for trademark registration, trade names, service marks, registered Internet domain names, licenses and other agreements with respect to any of the foregoing to which SinoFresh is licensor or licensee. In addition, there are no pending or, to such Warranting Shareholder's knowledge, threatened, claims against SinoFresh by any person as to any of the Intellectual Property, or their use, or claims of infringement by SinoFresh on the rights of any person and no valid basis exists for any such claims. 4.20 INSURANCE. SinoFresh does not own, directly or indirectly, any insurance policies with respect to the business and assets of SinoFresh. 4.21 POWERS OF ATTORNEY. SinoFresh does not have any powers of attorney outstanding other than those in the ordinary course of business with respect to routine matters. 4.22 BANK ACCOUNTS. SCHEDULE 4 is a true and complete list of all bank accounts, safe deposit boxes and lock boxes of SinoFresh, including, with respect to each such account and lock box: (a) identification of all authorized signatories; (b) identification of the business purpose of such account or lock box, including identification of any accounts or lock boxes representing escrow funds or otherwise subject to restriction; and (c) identification of the amount on deposit on the date indicated. 4.24 PRODUCT CLAIMS. No product or service liability claim is pending against SinoFresh or against any other party with respect to the products or services of SinoFresh. 14 4.25 SEC REPORTS AND FINANCIAL STATEMENTS. SinoFresh has filed with the SEC, and has heretofore made available to HealthCare, complete and correct copies of all forms, reports, schedules, statements and other documents required to be filed by SinoFresh under the Securities Act, and the Exchange Act (as such documents have been amended or supplemented since the time of their filing) (collectively, the "SEC Reports"). As of their respective dates, the SEC Reports (including without limitation, any financial statements or schedules included therein) (a) did not contain any untrue statement of a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, and (b) complied in all material respects with the applicable requirements of the Securities Act and Exchange Act (as the case may be) and all applicable rules and regulations of the SEC promulgated thereunder. Each of the financial statements included in the SEC Reports has been prepared from, and is in accordance with, the books and records of SinoFresh, complies with all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, has been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presents in all material respects the consolidated results of operations and cash flows (and changes in financial position, if any) of SinoFresh, as at the date(s) thereof or for the period(s) presented therein. 4.26 ISSUED AND OUTSTANDING SHARES OF SINOFRESH. The issued and outstanding stock disclosed in SCHEDULE 2 of this Agreement is all of the issued and outstanding stock of SinoFresh. 4.27 APPRAISAL RIGHTS. SinoFresh has complied and is in full compliance with any and all provisions of the Florida Business Corporation Act relating to "appraisal rights"11 including, but not limited to, Sections ###-###-####, 607.1302 and ###-###-#### of the Florida Business Corporation Act. 4.28 CURRENT ASSETS OF SINOFRESH SHALL BE USED TO SATISFY CURRENT LIABILITIES. Prior to or simultaneously with the Closing, (i) the current assets of SinoFresh as disclosed in the unaudited financial statements for June 30, 2003 attached hereto in SCHEDULE 3 (the "June 30, 2003 FS") shall be used to satisfy all current liabilities of SinoFresh as disclosed in the June 30, 2003 FS, or (ii) SinoFresh shall have no liabilities. 5. COVENANTS OF THE PARTIES. 5.1 CONDUCT OF THE BUSINESS OF SINOFRESH. During the period from the date of this Agreement to the Closing Date, SinoFresh will conduct its business and engage in transactions only in the ordinary course consistent with past - -------------------- 11 "Appraisal rights" shall have the same meaning as that term is used in the Florida Business Corporation Act. 15 practice. During such period, SinoFresh will use its best efforts to (a) preserve its business organization intact, and (b) maintain its current status as a company whose shares are traded on the Over The Counter Bulletin Board. In addition, without limiting the generality of the foregoing, SinoFresh agrees that from the date of this Agreement to the Closing Date, except as otherwise consented to or approved by HealthCare in writing (which consent or approval shall not be unreasonably withheld, delayed or conditioned) or as permitted or required by this Agreement or as required by law, SinoFresh will not: 5.1.1 grant any severance or termination pay to or enter into or amend any employment agreement with, or increase the amount of payments or fees to, any of its employees, officers or directors other than salary increases to employees consistent with past increases; 5.1.2 make any capital expenditures in excess of $1,000 U.S.; 5.1.3 guarantee the obligations of any person except in the ordinary course of business consistent with past practice; 5.1.4 acquire assets other than those necessary in the conduct of its business in the ordinary course; 5.1.5 sell, transfer, assign, encumber or otherwise dispose of assets with a value in excess of $1,000 U.S.; 5.1.6 enter into or amend or terminate any long term (one year or more) contract (including real property leases) except in the ordinary course of business consistent with past practice; 5.1.7 enter into or amend any contract that calls for the payment by SinoFresh of $1,000 U.S. or more after the date of this Agreement; 5.1.8 engage or participate in any material transaction or incur or sustain any material obligation otherwise than in the ordinary course of business; 5.1.9 contribute to any benefit plans except in such amounts and at such times as consistent with past practice; 5.1.10 increase the number of full-time equivalent employees other than in the ordinary course of business consistent with past practice; 5.1.11 acquire any real property; or 5.1.12 agree to do any of the foregoing. 5.2 NO SOLICITATION AND LIQUIDATED DAMAGES. During the period beginning on the date of this Agreement and ending on the Closing Date, neither SinoFresh nor any of its directors, officers, shareholders, representatives, agents or other 16 persons controlled by any of them, shall, directly or indirectly encourage or solicit, or hold discussions or negotiations with, or provide any information to, any persons, entity or group other than HealthCare concerning any merger, sale of substantial assets not in the ordinary course of business, sale of shares of capital stock or similar transactions involving SinoFresh. SinoFresh will promptly communicate to HealthCare the identity of any interested or inquiring party, all relevant information surrounding the interest or inquiry, as well as the terms of any proposal that SinoFresh may receive in respect of any such transaction. If this Agreement is terminated by HealthCare due to uncured breach of this Section 5.2, then HealthCare shall be entitled to $200,000 U.S. from SinoFresh and the SinoFresh shareholder as liquidated damages. Such liquidated damages shall constitute full payment and the exclusive remedy for any damages suffered by HealthCare by reason of such breach and the terms of this Agreement. SinoFresh, HealthCare and the SinoFresh shareholder agree that actual damages would be difficult to ascertain and that $200,000 U.S. is a fair and equitable amount to reimburse HealthCare for such damages and the termination of this Agreement. 5.3 ACCESS TO PROPERTIES AND RECORDS; CONFIDENTIALITY. 5.3.1 SinoFresh shall permit HealthCare and its representatives reasonable access to its properties and shall disclose and make available to HealthCare all books, papers and records relating to the assets, stock, ownership, properties, obligations, operations and liabilities of SinoFresh, including but not limited to, all books of account (including the general ledger), tax records, minute books of directors and stockholders meetings, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, accountants work papers, litigation files, plans affecting employees, and any other business activities or prospects in which HealthCare may have a reasonable interest, in each case during normal business hours and upon reasonable notice. SinoFresh shall not be required to provide access to or disclose information where such access or disclosure would jeopardize the attorney-client privilege or would contravene any law, rule, regulation, order, judgment, decree or binding agreement entered into prior to the date of this Agreement. The parties will use all reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. 5.3.2 All information furnished by SinoFresh to HealthCare or the representatives or affiliates of HealthCare pursuant to, or in any negotiation in connection with, this Agreement shall be treated as the sole property of SinoFresh until consummation of the Merger and if the Merger shall not occur HealthCare and its affiliates, agents and advisors shall upon written request return to SinoFresh all documents or other materials containing, reflecting, referring to such information, and shall keep confidential all such information and shall not disclose or use such information for competitive purposes. The obligation to keep such information confidential shall not apply to (i) any information which (w) HealthCare can establish by evidence was already in its possession (subject to no obligation of confidentiality) prior to the disclosure thereof by SinoFresh; (x) was then generally known to the public; (y) becomes known to the public other than as a result of actions by HealthCare or by the 17 directors, officers, employees, agents or representatives of HealthCare; or (z) was disclosed to HealthCare, or to the directors, officers, employees or representatives of HealthCare, solely by a third party not bound by any obligation of confidentiality; or (ii) disclosure in accordance with the federal securities laws, a federal banking laws, or pursuant to an order of a court or agency of competent jurisdiction. 5.4 REGULATORY MATTERS. 5.4.1 The parties will cooperate with each other and use all reasonable efforts to prepare all necessary documentation, to effect all necessary filings and to obtain all necessary permits, consents, approvals, and authorizations of all third parties and governmental bodies necessary to consummate the transactions contemplated by this Agreement including, without limitation, those that may be required from the SEC, other regulatory authorities, or HealthCare's shareholders. SinoFresh and HealthCare shall each have the right to review reasonably in advance all information relating to SinoFresh or HealthCare, as the case may be, and any of their respective subsidiaries, together with any other information reasonably requested, which appears in any filing made with or written material submitted to any governmental body in connection with the transactions contemplated by this Agreement. HealthCare shall bear all expenses associated with SEC filings. 5.4.2 SinoFresh and HealthCare will promptly furnish each other with copies of written communications received by SinoFresh or HealthCare or any of their respective subsidiaries from, or delivered by any of the foregoing to, any governmental body in respect of the transactions contemplated by this Agreement. 5.5 FURTHER ASSURANCES. Subject to the terms and conditions of this Agreement, each of the parties agrees to use all commercially reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement. 5.6 PUBLIC ANNOUNCEMENTS. Prior to the Closing, no party will issue or distribute any information to its shareholders or employees, any news releases or any other public information disclosures with respect to this Agreement or any of the transactions contemplated by this Agreement without the consent of the other parties or their designated representative, except as may be otherwise required by law. 5.7 POST-CLOSING APPOINTMENTS. As soon as reasonable after the Closing, the SinoFresh Board of Directors shall take all actions necessary to nominate, vote, appoint or elect Charles Fust, P. Robert DuPont, David Otto, Stephen Bannon and Stacey Maloney to the Board of Directors of SinoFresh; and Charles P. Fust shall be appointed or elected to serve as Chairman of the Board of Directors of SinoFresh. 6. CONDITIONS PRECEDENT TO HEALTHCARE'S OBLIGATIONS. 18 The obligations of HealthCare to consummate the transactions contemplated by this Agreement are subject to satisfaction of the following conditions at or before the Closing Date and may be waived only in writing by HealthCare: 6.1 SINOFRESH'S AND THE WARRANTING SHAREHOLDER'S COVENANTS, REPRESENTATIONS AND WARRANTIES. All the covenants, terms and conditions of this Agreement to be complied with or performed by SinoFresh and the Warranting Shareholder at or before the Closing Date shall have been complied with and performed in all respects. The representations and warranties made by SinoFresh and the Warranting Shareholder in this Agreement shall be complete and correct at and as of the Closing Date with the same force and effect as though such representations and warranties had been made at and as of the Closing Date. 6.2 DELIVERY OF DOCUMENTS BY SINOFRESH AND THE WARRANTING SHAREHOLDER. SinoFresh and the Warranting Shareholder shall have duly executed and delivered, or caused to be executed and delivered this Agreement and the SinoFresh Closing Documents. 6.3 SINOFRESH SHAREHOLDER APPROVAL. This Agreement shall have been approved and adopted by the affirmative votes of that amount of SinoFresh's outstanding capital stock necessary for the consummation of the Merger pursuant to Florida law. 6.4 OTHER APPROVALS. All authorizations, consents, orders or approvals of any United States federal or state governmental agency necessary for the consummation of the Merger or the transactions contemplated by this Agreement (other than such actions, approvals or filings which, pursuant to the terms of this Agreement, are to take place on or after the Closing) shall have been filed, occurred or been obtained. 6.5 NO LITIGATION. No administrative investigation, action, suit or proceeding seeking to enjoin the consummation of the transactions contemplated by this Agreement shall be pending or threatened. 6.6 CREATION OF SERIES A, B AND C PREFERRED SHARES. SinoFresh shall have taken all action necessary to authorize and issue the SinoFresh Shares. 6.7 PARKER'S SHARES. Susan Parker shall have tendered the certificates representing Parker's Shares to SinoFresh's transfer agent for cancellation. 6.8 CURRENT LIABILITIES OF SINOFRESH. SinoFresh shall have no liabilities. 6.9 APPRAISAL RIGHTS. SinoFresh shall have complied with any and all provisions of the Florida Business Corporation Act relating to "appraisal rights"12 including, but not limited to, Sections ###-###-####, 607.1302 and ###-###-#### of the Florida Business Corporation Act. - -------------- 12 "Appraisal rights" shall have the same meaning as that term is used in the Florida Business Corporation Act. 19 6.10 ABSENCE OF MATERIAL CHANGE. There shall have been no change in the business, operations, financial condition or liabilities of SinoFresh as stated in the Form 10-QSB filed by SinoFresh on July 31, 2003 with the United States Securities and Exchange Commission that has had a Material Adverse Effect on SinoFresh. 6.10.1 FINANCIAL STATEMENTS. There shall have been no material change in the financial condition of SinoFresh from that represented in the unaudited financial statements for June 30, 2003 attached hereto in SCHEDULE 3. 6.11 LEGAL OPINION. A letter signed by Eric P. Littman from the Law Offices of Eric P. Littman, P.A., 7695 S.W. 104th Street, Miami, FL 33156, pursuant to which a legal opinion is rendered regarding the total amount of stock of SinoFresh that shall be "freely-tradable" subsequent to the Closing Date by virtue of having been either registered pursuant to the Securities Act and the total amount of stock of SinoFresh that shall be "freely-tradable" subsequent to the Closing Date pursuant to an exemption from the Securities Act shall have been delivered to HealthCare. 6.12 CERTIFICATE. A certificate issued by the Florida Secretary of State indicating that SinoFresh is qualified and in good standing within such jurisdiction shall have been delivered to HealthCare. 7. CONDITIONS PRECEDENT TO SINOFRESH'S OBLIGATIONS. The obligations of SinoFresh to consummate the transactions contemplated by this Agreement are subject to satisfaction of the following conditions at or before the Closing Date and may be waived only in writing by SinoFresh: 7.1 HEALTHCARE'S COVENANTS, REPRESENTATIONS AND WARRANTIES. All the covenants, terms and conditions of this Agreement to be complied with or performed by HealthCare on or before the Closing Date shall have been complied with and performed in all respects. The representations and warranties made by HealthCare in this Agreement shall be complete and correct at and as of the Closing Date with the same force and effect as though such representations and warranties had been made at and as of the Closing Date. 7.2 DELIVERY OF DOCUMENTS BY HEALTHCARE. HealthCare shall have duly executed and delivered, or caused to be executed and delivered, to SinoFresh, or at its direction, this Agreement, the HealthCare Shares and the HealthCare Closing Documents. 7.3 OTHER APPROVALS. All authorizations, consents, orders or approvals of any United States federal or state governmental agency necessary for the consummation of the Merger or the transactions contemplated by this Agreement (other than such actions, approvals or filings which, pursuant to the terms of 20 this Agreement, are to take place on or after the Closing) shall have been filed, occurred or been obtained. 7.4 HEALTHCARE SHAREHOLDER APPROVAL. This Agreement shall have been approved and adopted by the affirmative votes of that amount of HealthCare's outstanding capital stock necessary for the consummation of the Merger pursuant to Florida and Delaware law. 7.5 NO LITIGATION. No administrative investigation, action, suit or proceeding seeking to enjoin the consummation of the transactions contemplated by this Agreement shall be pending or threatened. 8. TERMINATION. 8.1 TERMINATION OF AGREEMENT. This Agreement shall terminate as follows: (a) at any time prior to the Effective Time by the mutual written agreement of all parties; (b) by HealthCare, in the event of a breach of any of the representations or warranties made by SinoFresh and/or the Warranting Shareholder, or covenants made by SinoFresh and/or the Warranting Shareholder, in this Agreement that has not been cured within 30 days after notice of such breach as delivered to SinoFresh and the Warranting Shareholder by HealthCare; (c) by SinoFresh in the event of any of the representations or warranties made by HealthCare in this Agreement that has not been cured within 30 days after notice of such breach as delivered to HealthCare by SinoFresh and/or the SinoFresh shareholder; or (d) by either SinoFresh or HealthCare if the Closing shall have not occurred by September 30, 2003 (the "Upset Date") provided, however, that the right to terminate this Agreement pursuant to this clause shall not be available to any party whose failure to fulfill any obligation of this Agreement has been the cause of, or resulted in, the failure of the closing to have been effected on or prior to such date. 1.19. MISCELLANEOUS. 9.1 TAX TREATMENT BY THE PARTIES. Unless otherwise required by law, the parties shall treat the Merger as a reorganization under Section 368 of the Code for all tax reporting purposes; furthermore, the parties shall not take, and have not taken, any action that is inconsistent with reorganization treatment under Section 368 of the Code. 9.2 NO THIRD PARTY BENEFICIARIES. This Agreement shall not confer any rights or remedies upon any person or entity other than the parties and their respective successors and assigns. 21 9.3 SUCCESSORS AND ASSIGNS. No party may assign either this Agreement or any of its rights, interests, or obligations under this Agreement without the prior written consent of all other parties. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns. 9.4 NOTICES. All notices, requests, demands, claims, consents and other communications required or permitted under this Agreement shall be in writing. Any notice, request, demand, claim, communication or consent under this Agreement shall be deemed duly given if (and shall be effective two business days after) it is sent by certified mail, return receipt requested, postage prepaid, and addressed to the intended recipient as set forth below: If to HealthCare: SinoFresh HealthCare, Inc. 516 Paul Morris Drive Englewood, FL 34223 With a copy (which shall not The Otto Law Group constitute notice) to: 900 Fourth Ave., Suite 3140 Seattle, WA 98164 Attention: David M. Otto If to SinoFresh: Law Offices of Eric P. Littman, P.A. 7695 S.W. 104th Street Miami, FL 33156 Attention: Eric P. Littman With a copy (which shall not Law Offices of Eric P. Littman, P.A. constitute notice) to: 7695 S.W. 104th Street Miami, FL 33156 Attention: Eric P. Littman If to Warranting Shareholder/Susan Law Offices of Eric P. Littman, P.A. Parker: 7695 S.W. 104th Street Miami, FL 33156 Attention: Eric P. Littman 9.5 GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the domestic laws of the State of Washington without giving effect to any choice or conflict of law provision or rule (whether of the State of Washington or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Washington. 22 9.6 AMENDMENTS AND WAIVERS. This Agreement may be amended or waived only in a writing signed by the party against which enforcement of the amendment or waiver is sought. 9.7 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The representations and warranties set forth in Sections 3 and 4 of this Agreement shall survive the Closing and continue in full force and effect for a period of two years after the Closing. 9.8 SEVERABILITY. Any term or provision of this Agreement that is found to be invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of its remaining terms and provisions or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. 9.9 HEADINGS. The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. 9.10 CONSTRUCTION. The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. Any reference to any federal, state, local, or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. The word "including" shall mean including without limitation. 9.11 INCORPORATION OF SCHEDULES. The Schedules referred to in and/or attached to this Agreement are incorporated in this Agreement by this reference. 9.12 COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original but all of which together will constitute one and the same document. This Agreement may be executed by facsimile. 9.13 ENTIRE AGREEMENT. This Agreement (including the Schedules referred to in and/or attached to this Agreement) constitutes the entire agreement among the parties and supersedes any prior understandings, agreements, or representations by or among the parties, written or oral to the extent they relate in any way to the subject matter of this Agreement. 9.14 ARBITRATION. Any controversies or claims arising out of or relating to this Agreement shall be fully and finally settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the "AAA Rules"), conducted by a single arbitrator either mutually agreed upon by HealthCare and SinoFresh or chosen in accordance with the AAA Rules, except that the parties shall have any right to discovery as would be permitted by the Federal Rules of Civil Procedure for a period of 90 days following the commencement of such arbitration, and the arbitrator shall resolve any dispute 23 which arises in connection with such discovery. The prevailing party or parties shall be entitled to costs, expenses and attorneys' fees from the non-prevailing party or parties, and judgment upon the award rendered by the arbitrator may be entered in any court of competent jurisdiction. 24 IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the date first listed above. SINOFRESH: SINOFRESH CORP. By: /S/ SUSAN PARKER -------------------- Name: Susan Parker Title: President HEALTHCARE: SINOFRESH HEALTHCARE, INC. By: /S/ CHARLES FUST --------------------- Name: Charles Fust Title: Chairman and C.E.O. WARRANTING SHAREHOLDER: /S/ SUSAN PARKER ---------------- Susan Parker, Individually 25 SINOFRESH CORP.: SINOFRESH ACQUISITION CORP. By: /S/ DAVID OTTO ------------------ Name: David M. Otto TITLE: DIRECTOR 26 SCHEDULE 1 THIS SCHEDULE IS ON FILE AT THE OFFICES OF SINOFRESH CORP., AND MAY BE VIEWED UPON REQUEST. 27 SCHEDULE 2 SinoFresh Corp., Shareholder List
CERT_ID ISSUANCEID NUM_OF_SHARES HARESONDATE CO_LST_NAME 1001 10554 100 100 A BALANCED ENERGY INC 1625 10554 200 200 A G EDWARDS & SONS INC 1002 10554 100 100 ACB ENTERPRISES INC 1003 10554 100 100 ADAIR ENTERPRISE INC 1004 10554 100 100 ADAMSON 1005 10554 100 100 AIKEN 1006 10554 100 100 AIRBORNE EXPRESS 1007 10554 100 100 ALLEN 1008 10554 100 100 ALLEN 1009 10554 100 100 ALVAREZ 1010 10554 100 100 AMERICAN EXPRESS TRAVEL 1624 10554 100 100 AMERITRADE INC 1011 10554 100 100 ANDERSON 1012 10554 100 100 ANDERSON 1013 10554 100 100 ANDERSON 1014 10554 100 100 ANDERSON 1015 10554 100 100 ANDERSON 1016 10554 100 100 ANDERSON JR 1017 10554 100 100 ANDREASON 1018 10554 100 100 ANTOINE 1019 10554 100 100 ARRINGTON DMD 1020 10554 100 100 ASHMORE 1021 10554 100 100 ASKEW 1022 10554 100 100 AUGUSTIN 1023 10554 100 100 B&C CONSULTING INC 1024 10554 100 100 BAIA 1025 10554 100 100 BAILEY 1026 10554 100 100 BAKER 1027 10554 100 100 BAKER 1028 10554 100 100 BAKER 1029 10554 100 100 BAKER 1030 10554 100 100 BAKER 1031 10554 100 100 BAKER 1032 10554 100 100 BALANSOFF 1033 10554 100 100 BANKS 1034 10554 100 100 BANNISTER 1035 10554 100 100 BARKER 1036 10554 100 100 BAROUXIS 1037 10554 100 100 BATTAGLIOLA 1038 10554 100 100 BATTAGLIOLA JR 1039 10554 100 100 BATTS 1040 10554 100 100 BATTS 1041 10554 100 100 BAXTER 1042 10554 100 100 BAXTER 1043 10554 100 100 BAXTER 1044 10554 100 100 BEAL 1619 10554 100 100 BEAR STEARNS SECURITIES CORP. 1045 10554 100 100 BEARD 1046 10554 100 100 BEARD 1047 10554 100 100 BECHAMP 1048 10554 100 100 BECKER 1049 10554 100 100 BEHAR 1050 10554 100 100 BERGER 1051 10554 100 100 BERKOVITS 1052 10554 100 100 BERKOVITS 1053 10554 100 100 BERRY 1054 10554 100 100 BIELE 1055 10554 100 100 BISKIE 1056 10554 100 100 BISTRITZ 1057 10554 100 100 BISTRITZ 1058 10554 100 100 BISTRITZ 1059 10554 100 100 BISTRITZ 1060 10554 100 100 BISTRITZ 1061 10554 100 100 BISTRITZ 1062 10554 100 100 BISTRITZ 1063 10554 100 100 BISTRITZ 1064 10554 100 100 BISTRITZ 1065 10554 100 100 BISTRITZ 1066 10554 100 100 BISTRITZ 1067 10554 100 100 BISTRITZ 1068 10554 100 100 BISTRITZ 1069 10554 100 100 BISTRITZ 1070 10554 100 100 BISTRITZ 1071 10554 100 100 BISTRITZ 1072 10554 100 100 BLOCH 1073 10554 100 100 BODDEN 1074 10554 100 100 BOLIVAR 1077 10554 100 100 BOSTON 1078 10554 100 100 BOTTS 1079 10554 100 100 BOWMAN 1080 10554 100 100 BOWMAN 1081 10554 100 100 BRESCIA 1082 10554 100 100 BRIDGES 1083 10554 100 100 BRIDGES 1084 10554 100 100 BRIDGES 1085 10554 100 100 BRIDGES 1086 10554 100 100 BRIDGES 1087 10554 100 100 BRIDGES 1088 10554 100 100 BRIDGES 1089 10554 100 100 BRIDGES 1090 10554 100 100 BRIDGES JR 1091 10554 100 100 BRINGIER 1094 10554 100 100 BROOKE 1095 10554 100 100 BROOKS 1096 10554 100 100 BROWN 1097 10554 100 100 BROWN 1098 10554 100 100 BROWN 1099 10554 100 100 BROWN 1100 10554 100 100 BROWN 1101 10554 100 100 BROWN 1102 10554 100 100 BROWN 1103 10554 100 100 BROWN 1104 10554 100 100 BROWN 1105 10554 100 100 BROWN JR 1106 10554 100 100 BRUCE JR 1107 10554 100 100 BUCHALTER 1108 10554 100 100 BUCHALTER 1109 10554 100 100 BUCHALTER 1110 10554 100 100 BUCHALTER 1111 10554 100 100 BUCHALTER 1112 10554 100 100 BUCHALTER 1113 10554 100 100 BULLOCK 1114 10554 100 100 BURKE 1115 10554 100 100 BUTLER 1116 10554 100 100 BUTLER 1117 10554 100 100 BUTTIMER 1118 10554 100 100 BYRD 1119 10554 100 100 BYRD 1120 10554 100 100 BYRD 1121 10554 100 100 CANETTI 1122 10554 100 100 CAPILLI 1123 10554 100 100 CARANI 1124 10554 100 100 CARBONEAU 1125 10554 100 100 CASEY 1126 10554 100 100 CAUTHEN 1127 10554 100 100 CBF INVESTMENTS LLC 1128 10554 100 100 CHAD 1129 10554 100 100 CHANSKY 1130 10554 100 100 CHAPMAN 1131 10554 100 100 CHAPMAN 1132 10554 100 100 CHAPMAN 1133 10554 100 100 CHAPMAN 1134 10554 100 100 CHAPMAN 1135 10554 100 100 CHAPMAN 1136 10554 100 100 CHAPMAN 1137 10554 100 100 CHAPMAN JR 1138 10554 100 100 CHAPMAN SR 1139 10554 100 100 CHAPMAN SR 1140 10554 100 100 CHAPPELL 1612 10554 2500 2500 CHARLES SCHWAB & CO INC 1622 10554 100 100 CHARLES SCHWAB & CO INC 1641 10554 3900 3900 CHARLES SCHWAB & CO INC 1141 10554 100 100 CHIPMAN 1142 10554 100 100 CHRISTENSEN 1143 10554 100 100 CHRISTIAN 1144 10554 100 100 CHRISTIE 1145 10554 100 100 CIABURRI 1146 10554 100 100 CIABURRI 1147 10554 100 100 CIABURRI 1148 10554 100 100 CIABURRI 1149 10554 100 100 CIABURRI 1150 10554 100 100 CIRICILLO 1623 10554 100 100 CITIGROUP GLOBAL MARKETS INC 1151 10554 100 100 CLARK 1152 10554 100 100 CLEMENTS 1153 10554 100 100 COCHRAN 1154 10554 100 100 COCHRAN 1155 10554 100 100 COCHRAN 1156 10554 100 100 COCHRAN 1157 10554 100 100 COHEN 1159 10554 100 100 COOPER 1160 10554 100 100 CORTINA 1161 10554 100 100 COUCH 1162 10554 100 100 COUNCIL 1163 10554 100 100 CROWDER 1164 10554 100 100 CROWDER 1165 10554 100 100 CROWDER 1166 10554 100 100 CROWDER 1168 10554 100 100 DAHDAH-ANDERSON 1169 10554 100 100 DAVE 1170 10554 100 100 DAVENPORT 1171 10554 100 100 DAVID 1172 10554 100 100 DAVIS 1173 10554 100 100 DAVIS 1174 10554 100 100 DAVIS 1175 10554 100 100 DAVIS 1176 10554 100 100 DAWSON 1177 10554 100 100 DE GROAT 1178 10554 100 100 DE LA HOUSSAYE 1179 10554 100 100 DE LA TORRE 1180 10554 100 100 DERAGON 1181 10554 100 100 DESERT ROCK 1182 10554 100 100 DICKERSON 1186 10554 100 100 DISCOVER FINANCIAL SERVICES 1187 10554 100 100 DOCKLER 1188 10554 100 100 DOMINGUES 1189 10554 100 100 DONALDSON 1190 10554 100 100 DORSEY 1191 10554 100 100 DORSEY 1193 10554 100 100 DOVE 1194 10554 100 100 DOYLE 1167 10554 100 100 DST TRANSPORT INC 1195 10554 100 100 DUBOSE 1196 10554 100 100 DUNSMORE 1630 10554 200 200 E*TRADE CLEARING LLC 1631 10554 200 200 E*TRADE CLEARING LLC 1197 10554 100 100 EARL 1198 10554 100 100 EDGER 1611 10554 200 200 EDWARD D JONES & CO 1199 10554 100 100 EDWARDS JR 1200 10554 100 100 ELKINS & FREEDMAN 1201 10554 100 100 ELLSWORTH 1202 10554 100 100 ENDER 1203 10554 100 100 ENDER 1204 10554 100 100 ENGEL 1205 10554 100 100 ENGEL 1207 10554 100 100 EVANS 1208 10554 100 100 FABELA 1209 10554 100 100 FACKRELL 1614 10554 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COMMON 60179-6220 E-BOOK NETWORK, INC. - COMMON HANA 90406 ###-##-#### E-BOOK NETWORK, INC. - COMMON BONNIE J 84120 ###-##-#### E-BOOK NETWORK, INC. - COMMON AILEEN 90265 ###-##-#### E-BOOK NETWORK, INC. - COMMON TAMARA 90265 ###-##-#### E-BOOK NETWORK, INC. - COMMON BILL 30277-1868 ###-##-#### E-BOOK NETWORK, INC. - COMMON SHEEVAUN ###-###-#### ###-##-#### E-BOOK NETWORK, INC. - COMMON MARY 33064 ###-##-#### E-BOOK NETWORK, INC. - COMMON SANDRA 84119 ###-##-#### E-BOOK NETWORK, INC. - COMMON 7087 ###-###-#### E-BOOK NETWORK, INC. - COMMON CHRISTINE 84095 ###-##-#### E-BOOK NETWORK, INC. - COMMON 30039 ###-###-#### E-BOOK NETWORK, INC. - COMMON SUSAN 33325 ###-##-#### E-BOOK NETWORK, INC. - COMMON SUSAN 33325 ###-##-#### E-BOOK NETWORK, INC. - COMMON BENJAMIN ###-###-#### ###-##-#### E-BOOK NETWORK, INC. - COMMON DUREL 78244 ###-##-#### E-BOOK NETWORK, INC. - COMMON EDWARD LEE 30088 ###-##-#### E-BOOK NETWORK, INC. - COMMON FABIANA 33156 ###-##-#### E-BOOK NETWORK, INC. - COMMON MATTHEW 84105 ###-##-#### E-BOOK NETWORK, INC. - COMMON CHRIS 84102 ###-##-#### E-BOOK NETWORK, INC. - COMMON MIKE 84103 ###-##-#### E-BOOK NETWORK, INC. - COMMON ANN M 10022 ###-##-#### E-BOOK NETWORK, INC. - COMMON HENRY A 30274 ###-##-#### E-BOOK NETWORK, INC. - COMMON MICHAEL 33324 ###-##-#### E-BOOK NETWORK, INC. - COMMON JOSEPH W 31907 ###-##-#### E-BOOK NETWORK, INC. - COMMON DELECIA 30038 ###-##-#### E-BOOK NETWORK, INC. - COMMON J DAVID 33068 ###-##-#### E-BOOK NETWORK, INC. - COMMON ANTHONY 33179 ###-##-#### E-BOOK NETWORK, INC. - COMMON JAMES 6001 ###-##-#### E-BOOK NETWORK, INC. - COMMON BIRDIA 94579 ###-##-#### E-BOOK NETWORK, INC. - COMMON TENEZ M 30021 ###-##-#### E-BOOK NETWORK, INC. - COMMON MICHAEL 27560 ###-##-#### E-BOOK NETWORK, INC. - COMMON LOUVENIA A 90809 ###-##-#### E-BOOK NETWORK, INC. - COMMON PAMELA 33179 ###-##-#### E-BOOK NETWORK, INC. - COMMON 32034 ###-###-#### E-BOOK NETWORK, INC. - COMMON MARCEDA 28540 ###-##-#### E-BOOK NETWORK, INC. - COMMON MARTHA 30501 ###-##-#### E-BOOK NETWORK, INC. - COMMON MONIQUE 30507 ###-##-#### E-BOOK NETWORK, INC. - COMMON SHONIA 30507 ###-##-#### E-BOOK NETWORK, INC. - COMMON TANIA 70128 ###-##-#### E-BOOK NETWORK, INC. - COMMON PAUL 75093 ###-##-#### E-BOOK NETWORK, INC. - COMMON ###-###-#### E-BOOK NETWORK, INC. - COMMON LAWRENCE A 30349 ###-##-#### E-BOOK NETWORK, INC. - COMMON MAXINE 33027 ###-##-#### E-BOOK NETWORK, INC. - COMMON NANCY 33176 ###-##-#### E-BOOK NETWORK, INC. - COMMON ERVINE 4092 ###-##-#### E-BOOK NETWORK, INC. - COMMON GEORGETTE 30519 ###-##-#### E-BOOK NETWORK, INC. - COMMON MICHELLE K 84003 ###-##-#### E-BOOK NETWORK, INC. - COMMON RAYMOND 33324 ###-##-#### E-BOOK NETWORK, INC. - COMMON JACK 33180 ###-##-#### E-BOOK NETWORK, INC. - COMMON 4105 01-0529990 E-BOOK NETWORK, INC. - COMMON BILL 84105 ###-##-#### E-BOOK NETWORK, INC. - COMMON KATHLEEN 84105 ###-##-#### E-BOOK NETWORK, INC. - COMMON RICHARD 84105 ###-##-#### E-BOOK NETWORK, INC. - COMMON ROBERT 84105 ###-##-#### E-BOOK NETWORK, INC. - COMMON MICHELE 70126 ###-##-#### E-BOOK NETWORK, INC. - COMMON RL 30064 ###-##-#### E-BOOK NETWORK, INC. - COMMON DAVID 67841 ###-##-#### E-BOOK NETWORK, INC. - COMMON LORENZO 33065 ###-##-#### E-BOOK NETWORK, INC. - COMMON LIBERTY 33064 ###-##-#### E-BOOK NETWORK, INC. - COMMON LORELEY 33064 ###-##-#### E-BOOK NETWORK, INC. - COMMON MARCUS 30501 ###-##-#### E-BOOK NETWORK, INC. - COMMON DEBRA ANN 75077 ###-##-#### E-BOOK NETWORK, INC. - COMMON SHARON 60443 ###-##-#### E-BOOK NETWORK, INC. - COMMON SUSAN 30909 ###-##-#### E-BOOK NETWORK, INC. - COMMON WALTER J 30507 ###-##-#### E-BOOK NETWORK, INC. - COMMON RIGOBERTO 91767 ###-##-#### E-BOOK NETWORK, INC. - COMMON LEONARD 30188 ###-##-#### E-BOOK NETWORK, INC. - COMMON RONALD 30066 ###-##-#### E-BOOK NETWORK, INC. - COMMON MD 33433 E-BOOK NETWORK, INC. - COMMON SUSAN 89121 ###-##-#### E-BOOK NETWORK, INC. - COMMON KIMBERLY M 33024 ###-##-#### E-BOOK NETWORK, INC. - COMMON PEDRO C 33024 ###-##-#### E-BOOK NETWORK, INC. - COMMON DANIEL 4843 ###-##-#### E-BOOK NETWORK, INC. - COMMON MICHAEL 33324 ###-##-#### E-BOOK NETWORK, INC. - COMMON DAVID 7751 ###-##-#### E-BOOK NETWORK, INC. - COMMON DEWAYNE T 30035 ###-##-#### E-BOOK NETWORK, INC. - COMMON RACHELE 30039 ###-##-#### E-BOOK NETWORK, INC. - COMMON LEONARD 30331 ###-##-#### E-BOOK NETWORK, INC. - COMMON JOE 30127 ###-##-#### E-BOOK NETWORK, INC. - COMMON YANCEY 86436 ###-##-#### E-BOOK NETWORK, INC. - COMMON DARRELL 30120-1714 ###-##-#### E-BOOK NETWORK, INC. - COMMON JUDY 57105 ###-##-#### E-BOOK NETWORK, INC. - COMMON LESTER 33020 ###-##-#### E-BOOK NETWORK, INC. - COMMON PAT 32771 ###-##-#### E-BOOK NETWORK, INC. - COMMON WILLIE 32805 ###-##-#### E-BOOK NETWORK, INC. - COMMON ELIZABETH 92648 ###-##-#### E-BOOK NETWORK, INC. - COMMON SAMUEL J ###-###-#### ###-##-#### E-BOOK NETWORK, INC. - COMMON SAMUEL J ###-###-#### ###-##-#### E-BOOK NETWORK, INC. - COMMON RUSSELL 33312 ###-##-#### E-BOOK NETWORK, INC. - COMMON GARY 30506 ###-##-#### E-BOOK NETWORK, INC. - COMMON PARKER 84084 ###-##-#### E-BOOK NETWORK, INC. - COMMON ANTONE 30016 ###-##-#### E-BOOK NETWORK, INC. - COMMON LEE 35603 ###-##-#### E-BOOK NETWORK, INC. - COMMON 33021 65-0448016 E-BOOK NETWORK, INC. - COMMON 31193-073 E-BOOK NETWORK, INC. - COMMON THOMAS 30342-2944 ###-##-#### E-BOOK NETWORK, INC. - COMMON AVIVA 11559 ###-##-#### E-BOOK NETWORK, INC. - COMMON REUBEN 33140 ###-##-#### E-BOOK NETWORK, INC. - COMMON DENISE 84123-3087 ###-##-#### E-BOOK NETWORK, INC. - COMMON JEFFREY C 84123-2875 ###-##-#### E-BOOK NETWORK, INC. - COMMON STEVE L 84084 ###-##-#### E-BOOK NETWORK, INC. - COMMON 84095 87-0622489 E-BOOK NETWORK, INC. - COMMON JULIUS A 29841 ###-##-#### E-BOOK NETWORK, INC. - COMMON MARTIN 45805 ###-##-#### E-BOOK NETWORK, INC. - COMMON PAUL 78613 ###-##-#### E-BOOK NETWORK, INC. - COMMON ROGER 30510 ###-##-#### E-BOOK NETWORK, INC. - COMMON SHEDRICK 70811 ###-##-#### E-BOOK NETWORK, INC. - COMMON SHIRLEY 30510 ###-##-#### E-BOOK NETWORK, INC. - COMMON SONYA 30566-0010 ###-##-#### E-BOOK NETWORK, INC. - COMMON LILEAN 76006 ###-##-#### E-BOOK NETWORK, INC. - COMMON SUMMER 70814 ###-##-#### E-BOOK NETWORK, INC. - COMMON DOUGLAS 4102 ###-##-#### E-BOOK NETWORK, INC. - COMMON 60680-0071 E-BOOK NETWORK, INC. - COMMON 46268 ###-###-#### E-BOOK NETWORK, INC. - COMMON ANDREW 33143 ###-##-#### E-BOOK NETWORK, INC. - COMMON GREGORY 33131 ###-##-#### E-BOOK NETWORK, INC. - COMMON RICHARD 10021 ###-##-#### E-BOOK NETWORK, INC. - COMMON PAUL 30022 ###-##-#### E-BOOK NETWORK, INC. - COMMON TANDRA 30101 ###-##-#### E-BOOK NETWORK, INC. - COMMON 33139 E-BOOK NETWORK, INC. - COMMON LEWIS 19380 ###-##-#### E-BOOK NETWORK, INC. - COMMON DENISE 30058 ###-##-#### E-BOOK NETWORK, INC. - COMMON DIANA 94804 ###-##-#### E-BOOK NETWORK, INC. - COMMON TERRY 33023 ###-##-#### E-BOOK NETWORK, INC. - COMMON VALERIE 6002 ###-##-#### E-BOOK NETWORK, INC. - COMMON WAYNE R 84095 ###-##-#### E-BOOK NETWORK, INC. - COMMON ADRIAN 30501 ###-##-#### E-BOOK NETWORK, INC. - COMMON CHANTELLE 84062 ###-##-#### E-BOOK NETWORK, INC. - COMMON RITA 84057 ###-##-#### E-BOOK NETWORK, INC. - COMMON HELEN 30501 ###-##-#### E-BOOK NETWORK, INC. - COMMON 30021 ###-###-#### E-BOOK NETWORK, INC. - COMMON MARGARET C 19810 ###-##-#### E-BOOK NETWORK, INC. - COMMON KEN 29681 ###-##-#### E-BOOK NETWORK, INC. - COMMON KENNETH 29681 ###-##-#### E-BOOK NETWORK, INC. - COMMON PAUL 4039 ###-##-#### E-BOOK NETWORK, INC. - COMMON TRACY 8046 ###-##-#### E-BOOK NETWORK, INC. - COMMON CHARLES 30518 ###-##-#### E-BOOK NETWORK, INC. - COMMON VAN 92624 ###-##-#### E-BOOK NETWORK, INC. - COMMON 7086 ###-###-#### E-BOOK NETWORK, INC. - COMMON 7086 ###-###-#### E-BOOK NETWORK, INC. - COMMON 7086 ###-###-#### E-BOOK NETWORK, INC. - COMMON MICHAEL G 29841 ###-##-#### E-BOOK NETWORK, INC. - COMMON FERDINAND 70130 ###-##-#### E-BOOK NETWORK, INC. - COMMON DAVID G 33326 ###-##-#### E-BOOK NETWORK, INC. - COMMON KARI 4101 ###-##-#### E-BOOK NETWORK, INC. - COMMON SIAMAK 32746 ###-##-#### E-BOOK NETWORK, INC. - COMMON HARVEY 30329 ###-##-#### E-BOOK NETWORK, INC. - COMMON THOMAS 12815 ###-##-#### E-BOOK NETWORK, INC. - COMMON BERNICE 32034 ###-##-#### E-BOOK NETWORK, INC. - COMMON EUGENE 75367 ###-##-#### E-BOOK NETWORK, INC. - COMMON VANESSA T 30039 ###-##-#### E-BOOK NETWORK, INC. - COMMON MELINDA JOY 30501 ###-##-#### E-BOOK NETWORK, INC. - COMMON DIANE ###-###-#### ###-##-#### E-BOOK NETWORK, INC. - COMMON JOHN T 30349 ###-##-#### E-BOOK NETWORK, INC. - COMMON NORMAN 33319 ###-##-#### E-BOOK NETWORK, INC. - COMMON CAROL J 35244 ###-##-#### E-BOOK NETWORK, INC. - COMMON CHARLES 30909 ###-##-#### E-BOOK NETWORK, INC. - COMMON SYLVESTER 35634 ###-##-#### E-BOOK NETWORK, INC. - COMMON ALICE 70807 ###-##-#### E-BOOK NETWORK, INC. - COMMON DEVIN 70807 ###-##-#### E-BOOK NETWORK, INC. - COMMON CHARLES 70807 ###-##-#### E-BOOK NETWORK, INC. - COMMON CHARLES 70807 ###-##-#### E-BOOK NETWORK, INC. - COMMON MAURICE 70810 ###-##-#### E-BOOK NETWORK, INC. - COMMON MILLIE L 70810 ###-##-#### E-BOOK NETWORK, INC. - COMMON MARY JANE 92264 ###-##-#### E-BOOK NETWORK, INC. - COMMON DR WILLIE M 30274 ###-##-#### E-BOOK NETWORK, INC. - COMMON KIM 84105 ###-##-#### E-BOOK NETWORK, INC. - COMMON LUCRICIA 33179 ###-##-#### E-BOOK NETWORK, INC. - COMMON GENEVA 30236 ###-##-#### E-BOOK NETWORK, INC. - COMMON MABLE 31088 ###-##-#### E-BOOK NETWORK, INC. - COMMON CARLA 30214 ###-##-#### E-BOOK NETWORK, INC. - COMMON DIANE 30014 ###-##-#### E-BOOK NETWORK, INC. - COMMON ALFRED 30349 ###-##-#### E-BOOK NETWORK, INC. - COMMON EMILY 84103 ###-##-#### E-BOOK NETWORK, INC. - COMMON NEHIR 84103 ###-##-#### E-BOOK NETWORK, INC. - COMMON TOM 27023 ###-##-#### E-BOOK NETWORK, INC. - COMMON
29 SCHEDULE 3 e-Book Financial Statements 30 e-BOOK NETWORK, INC. FINANCIAL STATEMENTS DECEMBER 31, 2002 AND 2001 31 INDEPENDENT AUDITOR'S REPORT To the Board of Directors and Shareholders of e-Book Network, Inc. 14790 S.W. 21st Street Davie, Florida 33325 I have audited the accompanying balance sheet of e-Book Network, Inc. (a development stage company) as of December 31, 2002 and December 31, 2001 and the related statements of operations, changes in stockholders' equity, and cash flows for the year ended December 31, 2002, the period from inception (January 3, 2001) to December 31, 2001, and the period from inception (January 3, 2001) to December 31, 2002. These financial statements are the responsibility of the Company's management. My responsibility is to express an opinion on these financial statements based on my audits. I conducted my audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe my audit provides a reasonable basis for my opinion. In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of e-Book Network, Inc. (a development stage company) as of December 31, 2002 and December 31, 2001, and the results of its operations and its cash flows for the year ended December 31, 2002, the period from inception (January 3, 2001) to December 31, 2001, and the period from January 3, 2001 (inception) to December 31, 2002 in conformity with accounting principles generally accepted in the United States of America. 32 The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note H to the financial statements, the Company has not generated any income which raises substantial doubt about its ability to continue as a going concern. Management's plan in regard to these matters is also described in Note H. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Larry Wolfe Certified Public Accountant March 11, 2003 Miami, Florida 33 E-BOOK NETWORK, INC. (A DEVELOPMENT STAGE COMPANY) BALANCE SHEET JUNE 30, 2003 (UNAUDITED) ASSETS
CURRENT ASSETS: Cash and Cash Equivalents $ 6,394 Loan Receivable 350 -------- Total Current Assets $ 6,744 OTHER ASSETS: Website Costs (less accumulated amortization) 722 -------- Total Assets $ 7,466 ======== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts Payable $ 822 Accrued Expenses 2,416 -------- Total Current Liabilities $ 3,238 STOCKHOLDERS' EQUITY: Capital Stock - Common, no par value, 100,000,000 shares authorized, 22,076,200 shares issued and outstanding $ 34,943 (Deficit) Accumulated During the Development Stage (30,715) -------- Total Stockholders' Equity 4,228 -------- Total Liabilities and Stockholders' Equity $ 7,466 ========
See Accompanying Notes to Financial Statements. 34 E-BOOK NETWORK, INC. (A DEVELOPMENT STAGE COMPANY) STATEMENT OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2003 AND 2002, AND THE PERIOD FROM INCEPTION (JANUARY 3, 2001) TO JUNE 30, 2003 (UNAUDITED)
SIX MONTHS ENDED ---------------------------- Inception June 30 June 30 to 2003 2002 6/30/03 ------------ ------------ ------------ REVENUE $ - $ - $ - ------------ ------------ ------------ OPERATING EXPENSES: Amortization $ 333 $ 333 $ 1,278 Hosting Fees and Other Internet Expenses 210 210 930 Office Supplies and Bank Charges 48 48 187 Organization and Start Up Costs - 5,506 8,606 Professional Fees 1,866 1,500 13,064 Rent - 639 1,065 Transfer and Filing Fees 1,521 2,900 5,069 ------------ ------------ ------------ Total Operating Expenses $ 3,978 $ 11,136 $ 30,199 OTHER EXPENSES: Interest - 237 516 ------------ ------------ ------------ Income (Loss) Before Tax Provision (Credit) $ (3,978) $ (11,373) $ (30,715) ------------ ------------ ------------ PROVISION FOR INCOME TAX (CREDIT): Federal Income Tax $ - $ - $ - State Income Tax - - - ------------ ------------ ------------ Total Provision for Income Tax (Credit) $ - $ - $ - ------------ ------------ ------------ Net Income (Loss) $ (3,978) $ (11,373) $ (30,715) ============ ============ ============ PER SHARE INFORMATION: Basic and Diluted Income (Loss) Per Share $ - $ - $ - ------------ ------------ ------------ Weighted Average Shares of Common Stock 22,076,200 12,076,200 14,940,336 ============ ============ ============
See Accompanying Notes to Financial Statements. 35 E-BOOK NETWORK, INC. (A DEVELOPMENT STAGE COMPANY) STATEMENT OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2003 AND 2002 (UNAUDITED) THREE MONTHS ENDED ---------------------------- June 30 June 30 2003 2002 ------------ ------------ REVENUE $ - $ - ------------ ------------ OPERATING EXPENSES: Amortization $ 166 $ 166 Hosting Fees and Other Internet Expenses 105 105 Office Supplies and Bank Charges 27 4 Organization and Start Up Costs - 5,506 Professional Fees 933 750 Rent - 320 Transfer and Filing Fees 500 2,400 ------------ ------------ Total Operating Expenses $ 1,731 $ 9,251 OTHER EXPENSES: Interest - 237 ------------ ------------ Income (Loss) Before Tax Provision (Credit) $ (1,731) $ (9,488) ------------ ------------ PROVISION FOR INCOME TAX (CREDIT): Federal Income Tax $ - $ - State Income Tax - - ------------ ------------ Total Provision for Income Tax (Credit) $ - $ - ------------ ------------ Net Income (Loss) $ (1,731) $ (9,488) ============ ============ PER SHARE INFORMATION: Basic and Diluted Income (Loss) Per Share $ - $ - ------------ ------------ Weighted Average Shares of Common Stock 22,076,200 12,076,200 ============ ============ See Accompanying Notes to Financial Statements. 36 E-BOOK NETWORK, INC. (A DEVELOPMENT STAGE COMPANY) STATEMENT OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2003 AND 2002, AND THE PERIOD FROM INCEPTION (JANUARY 3, 2001) TO JUNE 30, 2003 (UNAUDITED)
SIX MONTHS ENDED -------------------- Inception June 30 June 30 to 2003 2002 6/30/03 -------- -------- -------- CASH FLOWS FROM OPERATING ACTIVITIES: Net (Loss) $ (3,978) $(11,373) $(30,715) Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: Amortization 333 333 1,278 Organization Costs Contributed by Shareholder - - 500 Common Stock Issued for Services - - 3,200 Change in Assets and Liabilities: Increase in Notes Receivable - - (350) Increase in Current Liabilities 177 10,051 3,238 -------- -------- -------- Net Cash (Used) by Operating Activities $ (3,468) $ (989) $(22,849) -------- -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Addition to Website Costs $ - $ - $ (2,000) -------- -------- -------- Net Cash (Used in) Investing Activities $ - $ - $ (2,000) -------- -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Issuance of Common Stock for Cash $ - $ - $ 15,000 Cash Contribution by Stockholder - - 16,243 -------- -------- -------- Net Cash Provided by Financing Activities $ - $ - $ 31,243 -------- -------- -------- Net Increase (Decrease) in Cash and Cash Equivalents $ (3,468) $ (989) $ 6,394 CASH AND CASH EQUIVALENTS AT THE BEGINNING OF PERIOD 9,862 10,034 -0- -------- -------- -------- CASH AND CASH EQUIVALENTS AT THE END OF PERIOD $ 6,394 $ 9,045 $ 6,394 ======== ======== ========
See Accompanying Notes to Financial Statements. 37 E-BOOK NETWORK, INC. (A DEVELOPMENT STAGE COMPANY) STATEMENT OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2003 AND 2002, AND THE PERIOD FROM INCEPTION (JANUARY 3, 2001) TO JUNE 30, 2003 (UNAUDITED)
SIX MONTHS ENDED ----------------------------- Inception June 30 June 30 to 2003 2002 6/30/03 ------------ ------------ ----------- Additional Cash Flow Information: Cash Paid During the Period for Interest (Non-Capitalized) $ - $ 237 $ 516 ------------ ------------ ----------- Income Taxes $ - $ - $ - ============ ============ ===========
See Accompanying Notes to Financial Statements. 38 E-BOOK NETWORK, INC. NOTES TO FINANCIAL STATEMENTS JUNE 30, 2003 (UNAUDITED) NOTE A - BASIS OF PRESENTATION The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six month period ending June 30, 2003 are not necessarily indicative of results that may be expected for the year ended December 31, 2003. For further information, refer to the financial statements and footnotes thereto of the Company as of December 31, 2002 and the period from inception (January 3, 2001) to December 31, 2002. NOTE B - INCOME PER SHARE Basic Earnings per Share ("EPS") is computed by dividing net income available to common stockholders by the weighted average number of common stock shares outstanding during the year. Diluted EPS is computed by dividing net income available to common stockholders by the weighted average number of common stock shares outstanding during the year plus potential dilutive instruments such as stock options and warrants. The effect of stock options on diluted EPS is determined through the application of the treasury stock method, whereby proceeds received by the Company based on assumed exercises are hypothetically used to repurchase the Company's common stock at the average market price during the period. Loss per share is unchanged on a diluted basis since the Company has no potentially dilutive securities outstanding. NOTE C - GOING CONCERN The Company's financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company has not generated any income and is unable to predict when its operations will generate income. Also, as shown in the accompanying financial statements, the Company incurred a net loss of $30,715 during the period January 3, 2001 (inception) to June 30, 2003. Therefore, it will be necessary for the Company officer to advance funds to the Company until such time as additional financing is available. There can be no assurance that 39 E-BOOK NETWORK, INC. NOTES TO FINANCIAL STATEMENTS JUNE 30, 2003 (UNAUDITED) the Company officer will have, or will be willing to advance funds to the Company when the funds are required. Also, there can be no assurances that additional financing will become available when required. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern. NOTE D - TERMINATION OF LEASE OBLIGATIONS Effective June 30, 2002, by mutual consent, the operating sublease for facilities and utilities from September 1, 2001 to March 1, 2005 from a related party was terminated without cost to the Company. 40 E-BOOK NETWORK, INC. (A DEVELOPMENT STAGE COMPANY) BALANCE SHEET DECEMBER 31, 2002 AND 2001 ASSETS
2002 2001 -------- -------- CURRENT ASSETS: Cash and Cash Equivalents $ 9,862 $ 10,034 Loans Receivable 350 - -------- -------- Total Current Assets $ 10,212 $ 10,034 OTHER ASSETS: Website Costs (less accumulated amortization) 1,055 1,722 -------- -------- TOTAL ASSETS $ 11,267 $ 11,756 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) CURRENT LIABILITIES: Accounts Payable $ 111 $ 516 Accrued Expenses 2,950 3,600 -------- -------- Total Current Liabilities $ 3,061 $ 4,116 -------- -------- STOCKHOLDERS' EQUITY (DEFICIT): Capital Stock - Common, no par value, 100,000,000 shares authorized, 22,076,200 shares issued and outstanding $ 34,943 $ 18,700 (Deficit) Accumulated During the Development Stage (26,737) (11,060) -------- -------- Total Stockholders' Equity (Deficit) $ 8,206 $ 7,640 -------- -------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 11,267 $ 11,756 ======== ========
See accompanying Notes to Financial Statements. 41 e-BOOK NETWORK, INC. (A DEVELOPMENT STAGE COMPANY) STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2002, FROM INCEPTION (JANUARY 3, 2001) TO DECEMBER 31, 2001, AND FROM INCEPTION (JANUARY 3, 2001) TO DECEMBER 31, 2002
Inception Inception Jan. 3, 2001 Jan. 3, 2001 Year Ended to to Dec. 31, 2002 Dec. 31, 2001 Dec. 31, 2002 ------------ ------------ ------------ Revenue Commission Income $ -- $ -- $ -- Operating Expenses: Amortization 667 278 945 Bank Charges 73 -- 73 Hosting Fees 420 300 720 Office Supplies -- 66 66 Organization and Start Up Costs 5,506 3,100 8,606 Professional Fees 5,308 5,890 11,198 Rent 639 426 1,065 Transfer Fees 2,548 1,000 3,548 ------------ ------------ ------------ Total Operating Expenses $ 15,161 $ 11,060 $ 26,221 Other Expenses: Interest Expense 516 -- 516 ------------ ------------ ------------ Income (Loss) Before Tax Provision (Credit) $ (15,677) $ (11,060) $ (26,737) Provision for Income Tax (Credit) Federal Income Tax -- -- -- State Income Tax -- -- -- ------------ ------------ ------------ Total Provision for Income Tax (Credit) $ -- $ -- $ -- ------------ ------------ ------------ Net Income (Loss) $ (15,677) $ (11,060) $ (26,737) ============ ============ ============ Per Share Information: Basic and Diluted Income (Loss) Per Share $ -- $ -- $ -- ============ ============ ============ Weighted Average Shares of Common Stock Outstanding 22,076,200 12,022,707 17,070,196 ============ ============ ============
See accompanying Notes to Financial Statements 42 E-BOOK NETWORK, INC. (A DEVELOPMENT STAGE COMPANY) STATEMENT OF STOCKHOLDERS' EQUITY FROM INCEPTION (JANUARY 3, 2001) TO DECEMBER 31, 2002
Total Common Stock Stockholders' Number Accumulated Equity of Shares Amount Deficit ---------- ---------- ---------- ---------- Issuance of Common Stock for Cash on January 3, 2001 @ $.0005 per share $ 5,000 10,000,000 $ 5,000 $ -- Issuance of Common Stock on March 6, 2001, issued in exchange for certain properties previously owned by e-Miracle Network, Inc. (See Note "B") @$.001255 per share 2,600 2,071,200 2,600 -- Issuance of Common Stock on July 12, 2001, issued in exchange for legal fees at the fair value of the legal fees @$.12 per share 600 5,000 600 -- Organization Costs Contributed by Shareholder on August 13, 2001 500 -- 500 -- Issuance of Common Stock on December 20, 2001 for Cash 10,000 10,000,000 10,000 -- Net (Loss) for the Period January 3, 2001 to December 31, 2001 (11,060) -- -- (11,060) ---------- ---------- ---------- ---------- Balance at December 31, 2001 $ 7,640 22,076,200 18,700 $ (11,060) March 29, 2002 Cash Contribution by Shareholder 10,000 -- 10,000 -- December 31, 2002 Cash Contribution by Shareholder 6,243 -- 6,243 -- Net (Loss) for the Year Ended December 31, 2002 (15,677) -- -- (15,677) ---------- ---------- ---------- ---------- Balance at December 31, 2002 $ 8,206 22,076,200 $ 34,943 $ (26,737) ========== ========== ========== ==========
See accompanying Notes to Financial Statements. 43 E-BOOK NETWORK, INC. (A DEVELOPMENT STAGE COMPANY) STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2002, FROM INCEPTION (JANUARY 3, 2001) TO DECEMBER 31, 2001, AND FROM INCEPTION (JANUARY 3, 2001) TO DECEMBER 31, 2002
Inception Inception Jan. 3, 2001 Jan. 3, 2001 Year Ended to to DEC. 31, 2002 DEC. 31, 2001 DEC. 31, 2002 ------------- ------------- ------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net (Loss) $(15,677) $(11,060) $(26,737) Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: Amortization 667 278 945 Organization Costs Contributed by Shareholder -- 500 500 Common Stock Issued for Organization Costs and Licenses -- 2,600 2,600 Common Stock Issued for Legal Fees -- 600 600 Change in Assets and Liabilities: Increase in Loans Receivable (350) -- (350) Increase (Decrease) in Current Liabilities (1,055) 4,116 3,061 -------- -------- -------- Net Cash (Used) by Operating Activities $(16,415) $ (2,966) $(19,381) -------- -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Addition to Website Costs $ -- $ (2,000) $ (2,000) -------- -------- -------- Net Cash (Used in) Investing Activities $ -- $ (2,000) $ (2,000) -------- -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Issuance of Common Stock for Cash $ -- $ 15,000 $ 15,000 Cash Contribution by Stockholder 16,243 -- 16,243 -------- -------- -------- Net Cash Provided by Financing Activities $ 16,243 $ 15,000 $ 31,243 -------- -------- -------- Net Increase (Decrease) in Cash and Cash Equivalents $ (172) $ 10,034 $ 9,862 CASH AND CASH EQUIVALENTS AT THE BEGINNING OF PERIOD 10,034 -0- -0- -------- -------- -------- CASH AND CASH EQUIVALENTS AT THE END OF PERIOD $ 9,862 $ 10,034 $ 9,862 ======== ======== ======== ADDITIONAL CASH FLOW INFORMATION: Cash Paid During the Period for Interest (non capitalized) $ 516 $ -- $ 516 ======== ======== ======== Income Taxes $ -- $ -- $ -- ======== ======== ========
See accompanying Notes to Financial Statements 44 E-BOOK NETWORK, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2002 NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 1. ORGANIZATION AND DEVELOPMENT STAGE ACTIVITIES The Company was incorporated in Florida on January 3, 2001 and is in its development stage. To date, the Company's activities have been limited to organization, capital formation, and the purchase of a website to sell a variety of books and reading material. The Company intends to participate in the VSTORE Virtual Storefront Network. This participation will allow the Company to set up a storefront to market products that will be owned, billed, and shipped by VSTORE. The Company will be paid a commission on any orders that have been delivered and are no longer covered by the VSTORE return program (usually 30 days from the date of delivery). VSTORE commissions range from 5% to 20%. Each product has its own unique commission amount and this can change depending on availability and pricing. e-Book Network, Inc. is one of a group of thirteen (13) commonly owned companies formed or to be formed in connection with the Plan of Reorganization (amended) of e-Miracle Network, Inc. Debtor. The amended Plan of Reorganization of e-Miracle Network, Inc. was approved by the United States Bankruptcy Court, Southern District of Florida, Miami Division, on March 6, 2001. In addition to certain payment plans and distribution of stock in the Reorganized Debtor (e-Miracle Network, Inc.), the investor group and creditors of the debtor will be entitled to distribution of stock in thirteen (13) separate companies formed to support the Debtor's (e-Miracle Network, Inc.) reorganization and product sales. The plan provides the stock will be issued pursuant to the exemption from registration set forth in 11 U.S.C. ss.1145 and pursuant to Section 3(a)(7) of the Securities Act of 1933 as amended. Under the plan, the investors group has agreed to invest $5,000 to $10,000 per entity to complete their business model, facilitate operations and to complete research and development. e-Miracle Network, Inc. (the Reorganized Debtor) will enter into marketing agreements with these companies. If these entities complete research and development, the investor group will make available to these entities one line of credit of $250,000 for working capital as needed once these entities begin business operations. 2. INTANGIBLE ASSETS The Company makes reviews for the impairment of long-lived assets and certain identifiable intangibles whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Under SFAS No. 121, an impairment loss would be recognized when estimated future cash flows expected to result from the use of the asset and its 45 E-BOOK NETWORK, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2002 eventual disposition is less than its carrying amount. No such impairment losses have been identified by the Company to date. Intangible assets at the balance sheet date consist of a website that is carried at cost. The Company amortizes this asset on a straight-line basis over three years. The website was purchased from an entity that is considered to be a related party. (See Note C.) 3. INCOME PER SHARE Basic Earnings per Share ("EPS") is computed by dividing net income available to common stockholders by the weighted average number of common stock shares outstanding during the year. Diluted EPS is computed by dividing net income available to common stockholders by the weighted average number of common stock shares outstanding during the year plus potential dilutive instruments such as stock options and warrants. The effect of stock options on diluted EPS is determined through the application of the treasury stock method, whereby proceeds received by the Company based on assumed exercises are hypothetically used to repurchase the Company's common stock at the average market price during the period. Loss per share is unchanged on a diluted basis since the Company has no potentially dilutive securities outstanding. 4. CASH For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents. 5. USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. The most significant estimates included in the preparation of the financial statements are related to income taxes and asset lives. 6. FINANCIAL INSTRUMENTS The Company's short-term financial instruments consist of cash and cash equivalents, accounts receivable and accounts payable. The carrying amounts of these financial instruments approximates fair value because of their short-term maturities. Financial instruments that potentially subject the Company to a concentration of credit risk consist principally of cash. 46 E-BOOK NETWORK, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2002 During the period the Company did not maintain cash deposits at financial institutions in excess of the $100,000 limit covered by the Federal Deposit Insurance Corporation. The Company does not hold or issue financial instruments for trading purposes nor does it hold or issue interest rate or leveraged derivative financial instruments. 7. STOCK-BASED COMPENSATION The Company adopted Statement of Financial Accounting Standard No. 123 (FAS 123), Accounting for Stock-Based Compensation beginning with the Company's existence. Upon adoption of FAS 123, the Company continued to measure compensation expense for its stock-based employee compensation plans using the intrinsic value method prescribed by APB No. 25, Accounting for Stock Issued to Employees. The Company did not pay any stock-based compensation during the period presented. 8. COMPREHENSIVE INCOME SFAS No. 130, "Reporting Comprehensive Income", establishes guidelines for all items that are to be recognized under accounting standards as components of comprehensive income to be reported in the financial statements. To date, the Company has not engaged in transactions which would result in any significant difference between its reported net loss and comprehensive net loss as defined in the statement. 9. COSTS OF COMPUTER SOFTWARE In March 1998, the American Institute of Certified Public Accountants issued Statement of Position 98-1, Accounting for the Costs of Computer Software Developed or Obtained for Internal Use ("SOP 98-1"). SOP 98-1 provides authoritative guidance on when internal-use software costs should be capitalized and when these costs should be expenses as incurred. Effective January 3, 2001, the Company adopted SOP 98-1, however, the Company has not incurred costs to date which would require evaluation in accordance with the SOP. 10. SEGMENTS Effective January 3, 2001, the Company adopted SFAS No. 131, Disclosures About Segments of an Enterprise and Related Information ("SFAS 131"). SFAS 131 superseded SFAS No. 14, Financial Reporting for Segments of a Business Enterprise. SFAS 131 establishes standards for the way that public business enterprises report information about operating 47 E-BOOK NETWORK, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2002 segments in annual financial statements and requires that those enterprises report selected information about operating segments in interim financial reports. SFAS 131 also establishes standards for related disclosures about products and services, geographic areas, and major customers. The adoption of SFAS 13 did not affect results of operations or financial position. 11. PENSIONS AND OTHER POST-RETIREMENT BENEFITS Effective January 3, 2001, the Company adopted the provisions of SFAS No. 132, Employers' Disclosures about Pensions and other Post-Retirement Benefits ("SFAS 132"). SFAS 132 supersedes the disclosure requirements in SFAS No. 87, Employers' Accounting for Pensions, and SFAS No. 106, Employers' Accounting for Post-Retirement Benefits Other Than Pensions. The overall objective of SFAS 132 is to improve and standardize disclosures about pensions and other post-retirement benefits and to make the required information more understandable. The adoption of SFAS 132 did not affect results of operations or financial position. The Company has not initiated benefit plans to date which would require disclosure under the statement. 12. DERIVATIVE INSTRUMENTS In June 1998, the Financial Accounting Standards Board issued SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities ("SFAS 133"), which is required to be adopted in years beginning after June 15, 1999. SFAS 133 will require the Company to recognize all derivatives on the balance sheet at fair value. Derivatives that are not hedges must be adjusted to fair value through income. If the derivative is a hedge, depending on the nature of the hedge, changes in the fair value of derivatives will either be offset against the change in fair value of hedged assets, liabilities, or firm commitments through earnings or recognized in other comprehensive income until the hedged item is recognized in earnings. The ineffective portion of a derivative's change in fair value will be immediately recognized in earnings. The Company has not yet determined what the effect of SFAS 133 will be on earnings and the financial position of the Company, however, it believes that it has not to date engaged in significant transactions encompassed by the statement. 13. ADVERTISING COSTS Advertising costs generally will be charged to operations in the year incurred. The Company has not incurred any advertising costs from its inception to December 31, 2002. 48 E-BOOK NETWORK, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2002 14. START-UP AND ORGANIZATION COSTS Start-up and organization costs are accounted for under the provisions of the American Institute of Certified Public Accountants' Statement of Position (SOP) 98-5, "Reporting on the Costs of Start-up Activities". Adopted by the Company at its inception, SOP 98-5 provides guidance on the financial reporting of start-up and organization costs and requires such costs to be expensed as incurred. The Company has charged $8,606 of organization costs and $3,548 of transfer costs to operations during the period ended December 31, 2002. 15. REVENUE RECOGNITION Commission income from product sales is recognized when the related goods are delivered by VSTORE Virtual Storefront Network and the goods are no longer covered by their return program which is usually 30 days from the date of delivery. (See Note A-1.) The Company did not earn any revenue through December 31, 2002. 16. BUSINESS CONCENTRATIONS Commission income of the Company is dependent upon the sales of children's games, arts and crafts, toys and related products on the internet and, therefore, are subject upon the economic conditions of the internet market place. Changes in this industry may significantly affect management's estimates and the Company's performance. 17. INCOME TAXES The Company adopted Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes", effective January 3, 2001. Under SFAS, deferred tax assets and liabilities are determined based on differences between the financial reporting and tax basis of assets and liabilities and are measured by applying enacted tax rates and laws to taxable years in which such differences are expected to reverse. NOTE B - STOCKHOLDERS' EQUITY On January 3, 2001, the Company issued 10,000,000 shares of its no par value common stock for $5,000 in cash to its founder, Susan Parker. During March 2001, the Company issued 2,071,200 shares of its no par value common stock in connection with the Amended Plan of Reorganization of e-Miracle Network, Inc. which is described in Note A-1. These shares were valued at $2,600. (The business concept services are valued at $1,600 and the license to use the name "e-Book Network" is valued at $1,000. The price was based upon the estimated values without independent appraisal.) 49 E-BOOK NETWORK, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2002 On July 12, 2001, the Company issued 5,000 shares of its no par value common stock for legal services. The fair value of the legal services performed amounted to $600. During August 2001, a shareholder contributed $500 in organization costs. The shareholder does not expect repayment of the expenses paid and the Company is not obligated to make such repayment, therefore, the Company has recorded the expenses as a contribution to its capital by the shareholder. On December 20, 2001, the Company issued 10,000,000 shares of its no par value common stock for $10,000 in cash to its founder, Susan Parker. On December 31, 2002 $6,243 was contributed by a stockholder. NOTE C - RELATED PARTY TRANSACTIONS The Company acquired its website for $2,000 from an entity that is considered to be a related party. This entity will provide website hosting on a month to month agreement at a cost of $75 per month. Effective September 1, 2001, the Company signed a sublease agreement to lease office space and utilities for a period of 42 months at $100 per month from an entity that is considered to be a related party. The lease was terminated January 31, 2002. The Company owed related parties $105 at December 31, 2002. The officer and director of the Company is involved in other business activities and may become involved in other business activities in the future. Such business activities may conflict with the activities of the Company. The Company has not formulated a policy for the resolution of any such conflicts that may arise. NOTE D - WARRANTS AND OPTIONS There are no warrants or options outstanding to acquire any additional shares of common stock. NOTE E - INCOME TAXES The provision (credit) for income taxes consists of the following: 50 E-BOOK NETWORK, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2002
Inception Inception Jan. 3, 2001 Jan. 3, 2001 Year Ended to to DEC. 31, 2002 DEC. 31, 2001 DEC. 31, 2002 ------------- ------------- ------------- Federal $(2,223) $(1,568) $(3,791) State (862) (608) (1,470) ------- ------- ------- Subtotal $(3,085) $(2,176) $(5,261) Less: Company tax benefits dependent upon future taxable earnings and not recognized at this time 3,085 2,176 5,261 ------- ------- ------- Total $ -0- $ -0- $ -0- ------- ------- ------- Current $(2,341) $(1,689) $(4,030) Deferred (744) (487) (1,231) ------- ------- ------- (3,085) $(2,176) $(5,261) Less: Company tax benefits not recognized at this time 3,085 2,176 5,261 ------- ------- ------- Total $ -0- $ -0- $ -0- ------- ------- -------
Deferred income taxes arise primarily due to temporary differences in recognizing certain revenues and expenses for tax purposes, and the expected use of tax loss carryforwards in future periods. The net deferred tax assets at December 31, 2002 was composed of: Organization and start-up costs are expensed for financial statement purposes and are amortizable over 60 months for tax purposes $ 1,231 ---------- Total gross deferred tax asset $ 1,231 Less - Valuation allowance 1,231 ---------- Net Deferred Tax Assets $ -0- ========== A valuation allowance is provided to reduce the deferred tax asset to a level which, more likely than not, will be realized. The net deferred tax assets reflect management's assessment of the amount which will be realized from future taxable earnings on alternative tax strategies. The valuation allowance was increased by $257 during the year ended December 31, 2002, $487 for the period January 3, 2001 (inception) to December 31, 2001, and increased by approximately $744 during the period January 3, 2001 (inception) to December 31, 2002. 51 E-BOOK NETWORK, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2002 At December 31, 2002, the Company had approximately $ 27,000 of Federal and State net operating loss carryforwards available to offset future taxable income for financial statement purposes. For tax purposes, the Company had approximately $20,483 of Federal and State net operating loss carryforwards. The State loss carryforward is available indefinitely. The Federal net operating loss carryforward will begin expiring in the year 2021. Total Federal tax expense (credit) differed from the amount computed by applying the U.S. Federal income tax rate of 34% to income (loss) from continuing operations before income tax for the following reasons:
Inception Inception Percent Jan. 3, 2001 Percent Jan. 3, 2001 Percent of Pre-Tax to of Pre-Tax to of Pre-Tax DEC. 31, 2002 (LOSS) DEC. 31, 2001 (LOSS) DEC. 31, 2002 (LOSS) ------------- ------ ------------- ------ ------------- ------ Income (loss) before provision (credit) for income taxes $(15,677) (100) % $(11,060) (100)% $(26,737) (100)% -------- -------- -------- -------- -------- -------- Computed expected tax expense (credit) $ (5,330) (34)% $ (3,760) (34)% $ (9,090) (34)% Federal tax (benefit) of State income tax 314 2 207 2 521 2 Sur Tax Exemption 2,793 18 1,985 18 4,778 18 -------- -------- -------- -------- -------- -------- Subtotal $ (2,223) (14)% $ (1,568) (14)% $ (3,791) 14% Less: Tax benefits not recognized for financial reporting purposes 2,233 14 1,568 14 3,791 14 -------- -------- -------- -------- -------- -------- Actual Federal income tax expense (credit) $ -- --% $ -- --% $ -- --% -------- -------- -------- -------- -------- --------
52 E-BOOK NETWORK, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2002 NOTE F - SUBSEQUENT EVENTS, COMMITMENTS AND OTHER MATTERS The Company does not carry general and product liability insurance at this time and is effectively self-insured. This matter is expected to be revisited by the Company once business operations commence. NOTE G - TERMINATION OF LEASE OBLIGATIONS Effective January 31, 2002, by mutual consent, the operating sublease for facilities and utilities from September 1, 2001 to March 1, 2005 from a related party was terminated without cost to the Company. NOTE H - GOING CONCERN The Company's financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company has not generated any income and is unable to predict when its operations will generate income. Also, as shown in the accompanying financial statements, the Company incurred a net loss of $26,737 during the period January 3, 2001 (inception) to December 31, 2002. Therefore, it will be necessary for the Company officer to advance funds to the Company until such time as additional financing is available. There can be no assurance that the Company officer will have, or will be willing to advance funds to the Company when the funds are required. Also, there can be no assurances that additional financing will become available when required. 53 SCHEDULE 4 THIS SCHEDULE IS ON FILE AT THE OFFICES OF SINOFRESH CORP., AND MAY BE VIEWED UPON REQUEST. 54