Acquisition Agreement between ZANN Corp. and Blue Kiwi Inc. (Dr. Robert C. Simpson)
Summary
ZANN Corp. has agreed to acquire Blue Kiwi Inc. from its sole shareholder, Dr. Robert C. Simpson. Under this agreement, ZANN Corp. will pay Dr. Simpson up to $5,000,000, calculated as 10% of ZANN Corp.'s gross profit each month, until the total amount is paid. Payments are only required if ZANN Corp. generates profits; if there are no profits, no payments are due. No interest will be charged. This structure is designed to align payment with the performance of Blue Kiwi's products and reduce financial strain on ZANN Corp.
EX-2.1 2 doc2.txt EXHIBIT 2.1 ZANN Corp. 1549 N. Leroy St. Suite D-200 Fenton, Michigan 48430 Date: August 10, 2004 Subject: Acquisition of Blue Kiwi Inc. ("Blue Kiwi"). Background: Blue Kiwi has been a strategic partner of ZANN Corp. (f/k/a/ ATNG Inc.) since November of 2003. The technology (HBB1 - Human Bloodborne Bacterium 1) was developed in the center of expertise at Pathobiotek Inc. since 1993. The nutritional supplement application was developed over a 12 year period and the trade secrets and formulae became the property of Nutratek Inc. in 2002 and Nutratek Inc. changed its name to Blue Kiwi Inc. in November 2003. It was decided that Blue Kiwi Inc. would be acquired by ZANN Corp soon after the "Involuntary Petition" was settled and Blue Kiwi was audited in 2004. Terms and Conditions: ZANN Corp shall pay the sole shareholder of Blue Kiwi up to 10 percent of ZANN Corp's gross profit on a monthly basis until $5,000,000.00 is paid in full. Dr. Robert C. Simpson is the sole shareholder of Blue Kiwi. The sales projections are such that, if achieved, Dr. Simpson will be paid in full in less than 5 years. Notwithstanding anything contained herein to the contrary, ZANN Corp.'s obligation to pay $5,000,000.00 to Dr. Simpson in connection with the acquisition of Blue Kiwi is expressly conditioned upon ZANN Corp. generating profit. In the absence of profits, ZANN Corp.'s obligation to pay $5,000,000.00 to Dr. Simpson is without effect. No interest shall be charged since the products must perform to earn the price of the company and its technology. The intent of this contractual structure is to minimize financial load on ZANN Corp. and maximize the performance of Blue Kiwi products. We agree: to the Intent, Terms and conditions stated herein: ___________________________ _____________________________ Robert C. Simpson, Ph.D. George M. Singer Chairman - CEO, ZANN Corp. President - CEO, Blue Kiwi Inc.
