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EXHIBIT A TO THE 13D
STOCK ACQUISITION AGREEMENT
AGREEMENT dated May 30, 2000, between Ben Traub, as
agent for certain principals, whose names and addresses are
attached hereto as "Exhibit A" (hereinafter collectively
referred to as the "Buyer") and North American Resorts, Inc., a
Colorado corporation (hereinafter the "Company").
WHEREAS this Agreement sets forth the terms and
conditions upon which the Company is today selling to Buyer, and
the Buyer is today purchasing from the Company 9,500,000 post
reverse split "restricted" shares of common stock (the "Shares"),
$0.001 par value per share, when issued will represent
approximately 98.9% of the issued and outstanding shares of
capital stock of the Company.
In consideration of the mutual agreement contained
herein, the parties hereby agree as follows:
I. SALES OF THE SHARES.
1.01 Shares being Sold. Subject to the terms and
conditions of this Agreement, the Company is selling and
delivering the Shares to the Buyer at the closing provided for in
Section 1.03 hereof (the "Closing"), free and clear of all liens,
charges, or encumbrances of whatsoever nature.
1.02 Consideration. Buyer is delivering to the
Company US$75,000 (Consideration) which will be wire transferred
to the account of M.D. Price, Jr., attorney at law, Escrow Agent
upon signing this Agreement.
1.03 Closing. Closing shall conclude when Buyer
has paid to Escrow Agent $75,000 and Company has caused all
actions (Actions) in Paragraphs 1.04, 2.02 and 6.05 to take
place. Company hereby represents that such Actions shall not take
longer than thirty (30) days.
1.04 Reverse Stock Split. Prior to Closing and
within 30 days of execution of this Agreement, the Company will
have caused the issued and outstanding shares of the Company's
common stock to be reverse-split on the basis of 1 for 1000 and
will issue a news release to that effect immediately upon
execution of execution of this Agreement. All shares to be
issued to the Buyer will be on a post reverse-split basis.
1.05 Escrow. The Buyer will deliver to Milton
Price, attorney at law, as escrow agent, ("Escrow Agent") the sum
of US$75,000 upon execution of this Agreement. Following the
reverse split, the 9,500,000 Shares of common stock will be
issued by the Company to the Buyer.
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II. RELATED TRANSACTIONS.
2.01 Finder. There are no finders with respect to the
transaction contemplated
2.02 Name and Symbol change. Prior to Closing and
within 30 days of execution of this Agreement, the current Board
of Directors will call a meeting of shareholders and perform such
actions as required, to Change the name of the Company, to such
name as Buyer will designate.
a) Change the name of the Company, to such name as
Buyer will designate.
b) Change the Trading Symbol to such Symbol as Buyer
will designate.
c) Authorize the Company to change its State of
Incorporation form Colorado to Nevada.
III. REPRESENTATIONS AND WARRANTIES BY THE COMPANY.
The Company and Board of Directors hereby jointly and
severally represent and warrant as follows:
3.01 Organization, Capitalization, etc.
(a) The Company is a corporation duly organized,
validly existing, and in good standing under the laws of the
state of Colorado, and is qualified to transact business in no
other state.
(b) The authorized capital stock of the Company
consists of 300,000,000 shares, $0.001 par value per share,
105,293,967 pre-split shares of which are validly issued and
outstanding, fully paid and nonassessable. All of the shares to
be issued by the Company are owned free and clear of any liens,
claims, options, charges, restrictions, or encumbrances of
whatsoever nature. The Company has the unqualified right to
issue and deliver the Shares, and, upon consummation of the
transactions contemplated by this Agreement, the Buyer will
acquire good and valid title to the Shares, free and clear of all
liens, claims, options, charges, restrictions, and encumbrances
of whatsoever nature. The Shares being acquired by the Buyer are
"restricted securities" as that term is defined in Rule 144 of
the Securities Act of 1933 (the "Act") and will contain an
appropriate legend as to the foregoing. There are no outstanding
options or other agreements of any nature whatsoever relating to
the issuance by the Company of any shares of its capital stock.
There is a Preferred stock with authorized capitalization of
50,000,000 shares, of which there are issued and outstanding
482,815 shares. The Preferred stock is, at option of the Company,
convertible into 1 shares of common for 1 shares of Preferred.
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The Company has exercised this conversion and letters have been
sent to the Preferred shareholders. The Board of Directors and
Company hereby represent to Buyer that the Transfer Agent of the
Company has received notice that all Preferred Shares submitted
to it are to be reissued as common shares on a one for one basis.
There are approximately 180 shareholders in total. There are no
Preferred shares outstanding on the books of the Company.
(c) The Company has the corporate power and authority
to carry on its business as presently conducted.
3.02 No Violation. Neither the execution and delivery
of this Agreement nor the consummation of the transactions
contemplated hereby will constitute a violation or default under
any term or provision of the Certificate of Incorporation or
Bylaws of the Company, or of any contract, commitment, indenture,
other agreement or restriction of any kind or character to which
the Company or any of the Company is a party or by which the
Company or any of the Company is bound.
3.03 Financial Statement. The Company has delivered to
the Buyer all financial statements (audited and unaudited) that
have been filed with the United States Securities and Exchange
Commission.
3.04 Tax Returns. The Company has duly filed all tax
reports and returns required to be filed by it and has fully paid
all taxes and other charges claimed to be due from it by federal,
state, or local taxing authorities (including without limitation
those due in respect of its properties, income, franchises,
licenses, sales, and payrolls); there are no liens
upon any of the Company's property or assets; there are not now
any pending questions relating to, or claims asserted for, taxes
or assessments asserted against the Company.
3.05 Title to Properties; Encumbrances. The Company
owns no property, either real or personal.
3.06 Accounts Receivable. The Company owns no
accounts receivable.
3.07 Minutes. All minutes are up to date and
documented.
3.08 Liabilities. The Company has no liabilities
except payables in the amount of approximately $75,000 which will
be paid and released of record within 7 days of Closing.
3.09 Absence of Certain Changes. The Company has not since
inception committed any of the following acts since inception
except as disclosed in filings made with the Securities and
Exchange Commission:
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(a) Suffered any material adverse change in financial
condition, assets, liabilities, business, or prospects;
(b) Incurred any obligation or liability (whether
absolute, accrued, contingent, or otherwise) other than in the
ordinary course of business and consistent with past practice;
(c) Paid any claim or discharged or satisfied any lien
or encumbrance or paid or satisfied any liability (whether
absolute, accrued, contingent, or otherwise) other than
liabilities shown or reflected in the Company's financial
statements, in the ordinary course of business and consistent
with past practices;
(d) Permitted or allowed any of its assets, tangible
or intangible, to be mortgaged, pledged, or subjected to any
liens or encumbrances;
(e) Written down the value of any inventory or
written-off as uncollectible any notes or accounts receivable or
any portion thereof;
(f) Cancelled any other debts or claims or waived any
rights of substantial value, or sold or transferred any of its
assets or properties, tangible or intangible, other than sales of
inventory or merchandise made in the ordinary course of business
and consistent with past practice;
(g) Made any capital expenditures or commitments for
additions to property, plant or equipment;
(h) Declared, paid, or set aside for payment to its
stockholders any dividend or other distribution in respect of its
capital stock or redeemed or purchased or otherwise acquired any
of its capital stock or any options relating thereto or agreed to
take any such action;
(i) Made any material change in any method of
accounting or accounting practice.
3.10 Litigation. There are no actions, proceedings, or
investigations pending or, to the knowledge of the Board of
Directors or the Company, threatened against the Company by any
party, and the Board of Directors or the Company does not know or
have any reason to know of any basis for any such action,
proceeding, or investigation. There is no event or condition of
any kind or character pertaining to the business, assets, or
prospects of the Company that may materially and adversely affect
such business, assets or prospects.
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3.11 Disclosure. The Board of Directors and the
Company has disclosed to the Buyer all facts material to the
assets, prospects, and business of the Company. No
representation or warranty by the Company contained in this
Agreement, and no statement contained in any instrument, list,
certificate, or writing furnished to the Buyer pursuant to the
provisions hereof or in connection with the transaction
contemplated hereby, contains any untrue statement of a material
fact or omits to state a material fact necessary in order to make
the statements contained herein or therein not misleading or
necessary in order to provide a prospective purchaser of the
business of the Company with proper information as to the Company
and its affairs.
3.12 SEC Filings. The Company files reports with the
Securities and Exchange Commission (hereinafter the "SEC") and is
current in all respects with its reporting obligations,
including, but not limited to those required by Section 16(a) of
the Securities Exchange Act of 1934 (the "Exchange Act"). There
are no outstanding issues with the SEC or the NASD.
3.13 Bulletin Board Listing. The Company's common
stock is currently traded on the Bulletin Board operated by the
National Association of Securities Dealers, Inc. (the "Bulletin
Board") under the symbol "NIAR." The common stock will be
trading on the Bulletin Board at Closing and the Company warrants
that this transaction will not cause the shares of common stock
to be delisted from the Bulletin Board and the Board of Directors
will take all steps necessary to assure that the Company's common
stock will continue to trade thereon.
IV. REPRESENTATIONS AND WARRANTIES BY THE BUYER.
The Buyer hereby represents and warrants as follows:
4.01 Organization, etc. The Buyer is an agent acting
on behalf of certain principals and represents that he has full
authority to act on their behalf.
4.02 Authority. The execution and delivery of this
Agreement by the Buyer and the consummation by the Buyer of the
transactions contemplated hereby have been duly authorized by the
Buyers.
4.03 Representations Regarding the Acquisition of the
Shares.
(a) The Buyer understands that the SHARES HAVE NOT
BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES AGENCIES;
<PAGE> 10
(b) The Buyer is not an underwriter and is acquiring
the Seller's Shares solely for investment for the account of the
Buyers and not with a view to, or for, resale in connection with
any distribution with in the meaning of the federal securities
act, the state securities acts or any other applicable state
securities acts;
(c) The Buyer understands the speculative nature and
risks of investments associated with the Company and confirms
that the Shares are suitable and consistent with his or her
investment program and that his or her financial position enables
him or her to bear the risks of this investment; and that there
may not be any public market for the Shares subscribed for
herein;
(d) The Shares subscribed for herein may not be
transferred, encumbered, sold, hypothecated, or otherwise
disposed of to any person, without the express prior written
consent of the Company and the prior opinion of counsel for the
Company that such disposition will not violate federal and/or
state securities acts. Disposition shall include, but is not
limited to acts of selling, assigning, transferring, pledging,
encumbering, hypothecating, gibing, and any form of conveying,
whether voluntary or not;
(e) To the extent that any federal, and/or state
securities laws shall require, the Buyer hereby agrees that any
Shares acquired pursuant to this Agreement shall be without
preference as to assets;
(f) The Company is under no obligation to register or
seek an exemption under any federal and/or state securities acts
for any stock of the Company or to cause or permit such stock to
be transferred in the absence of any such registration or
exemption and that the Buyer herein must hold such stock
indefinitely unless such stock is subsequently registered under
any federal and/or state securities acts or an exemption from
registration is available;
(g) The Buyer represents that it is sophisticated and
has had the opportunity to ask questions of the Company and
receive additional information from the Company to the extent
that the Company possessed such information, or could acquire it
without unreasonable effort or expense necessary to evaluate the
merits and risks of any investment in the Company. Further, the
Buyer has been or will be given: (1) All material books and
records of the Company; (2) all material contracts and documents
relating to the Company and this proposed transaction; (3) an
opportunity to question the Company and the appropriate executive
officers of the Company; and, (4) has received and reviewed all
reports filed with the Securities and Exchange Commission.
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(h) The Buyer has satisfied the suitability standards
imposed by the laws of his/hers/its domicile. The Shares being
acquired from the Company have not been registered under federal,
state or foreign laws.
V. SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION.
5.01 Survival of Representations. All representations,
warranties, and agreements made by any party in this Agreement or
pursuant hereto shall survive the execution and delivery hereof and
any investigation at any time made by or on behalf of any party.
5.02 Indemnification. The Company and its Board of
Directors, jointly and severally, agrees to indemnify the Buyer and
hold it harmless from and in respect of any assessment, loss,
damage, liability, cost, and expense (including without limitation
interest, penalties, and reasonable attorneys' fees) in excess of
$100 in the aggregate, imposed upon or incurred by the Buyer
resulting from a breach of any agreement, representation, or
warranty of the Company. Assertion by the Buyer of their right to
indemnification under this Section 5.02 shall not preclude the
assertion by the Buyer of any other rights or the seeking of any
other remedies against the Company.
VI. MISCELLANEOUS.
6.01 Expenses. All fees and expenses incurred by the
Company in connection with the transactions contemplated by this
Agreement shall be borne by the respective parties hereto.
6.02 Further Assurances. From time to time, at the
Buyer's request and without further consideration, the Company,
at its own expense, will execute and transfer such documents and
will take such action as the Buyer may reasonably request in
order to effectively consummate the transactions herein
contemplated.
6.03 Parties in Interest. All the terms and provisions
of this Agreement shall be binding upon, shall inure to the
benefit of, and shall be enforceable by the prospective heirs,
beneficiaries, representatives, successors, and assigns of the
parties hereto.
6.04 Shares to Price. Not less than fifteen days and
not more than thirty days after Closing, the Company will issued
300,000 "restricted" shares of common stock to Milton Price in
consideration of services rendered in connection with this
transaction. The foregoing shares may not be registered and may
only be sold in compliance with Reg. 144 of the Securities Act of
1933.
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6.05 Resignations. At Closing, the current officers
and directors of the Company will resign and cause the persons,
whose names and addresses are attached hereto as "Exhibit B," to
be appointed to the Company's Board of Directors.
6.06 Prior Agreements; Amendments. This Agreement
supersedes all prior agreements and understandings between the
parties with respect to the subject matter hereof. This
Agreement may be amended only by a written instrument duly
executed by the parties hereto or their respective successors or
assigns.
6.07 Documents. Within 7 days of execution of this
Agreement, all files, documents, agreements, minutes and all
other paperwork or documentation of every kind related to the
Company shall be delivered to the Buyer in an organized and up-
to-date industry standard format.
6.08 Headings. The section and paragraph headings
contained in this Agreement are for reference purposes only and
shall not affect in any way the meaning or interpretations of
this Agreement.
6.09 Governing Law. This Agreement shall be governed
by and construed and enforced in accordance with the laws of the
state of Colorado, without regard to its conflict-of-laws rules
and venue of any actions brought under this Agreement will be in
the federal or state courts of Colorado.
6.10 Notices. All notices, requests, demands, and
other communications hereunder shall be in writing and shall be
deemed to have been duly given if delivered or mailed (registered
or certified mail, postage prepaid, return receipt requested) as
follows:
If to the Company: Milton Price, Attorney at Law
15945 Quality Trail North
Scandia, Minnesota 55073
Tel: (651) 433-5735
If to the Buyer: Ben Traub
240 - 11948 207th Street
Maple Ridge, British Columbia
Canada V2X 1X7
Tel: (604) 466-1807
6.11 Effect. In the event any portion of this
Agreement is deemed to be null and void under any state or
federal law, all other portions and provisions not deemed void or
voidable shall be given full force and effect.
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6.12 Counterparts. This Agreement may be executed
simultaneously in several counterparts, each of which shall be
deemed an original, but all of which together shall constitute
one and the same instrument.
6.13 Escrow Agent. The parties hereby expressly
authorizes Milton Price to have full authority to execute all
documents and receive and disburse all monies referred to herein
and deliver the Shares described herein. Escrow Agent hereby
agrees to administer escrow related issues associated with this
Agreement in strict compliance with all of the terms, conditions
and instructions contained herein; the parties agree to provide
the Escrow Agent with all information necessary to facilitate the
administration of the escrow related components of this
Agreement.
6.14 Reverse Stock Split. This transaction is subject
to a 1 for 1,000 reverse stock split, so that upon Closing, there
will be a total of approximately 9,605,500 issued and outstanding
shares of common stock, 9,500,000 of which will have been issued
by the Company to the Buyer at Closing.
6.15 Acceptance by Facsimile: The parties agree that
receipt of a fully executed copy of this Agreement via facsimile
transmission shall be binding and may be used as admissible
evidence that the party transmitting intends to be bound by the
terms set forth herein.
6.16 Default. In the event that the Buyer defaults on
the payment of Consideration described herein, the Company has
the right to terminate this agreement by written notice to the
Buyer. Upon receipt of said notice, Buyer will return any unsold
portion of the 9,500,000 shares to the Company. Any money paid
by Buyer will be forfeited as total liquidated damages and the
Company will not seek nor be entitled to seek any further damages
and the Company will return to Buyer, at its cost, any assets he
has brought to Company. In the event of default in payment of
Consideration to this Agreement, this Agreement shall become null
and void and of no effect, and any newly appointed Directors will
resign, together with all Officers appointed by them, and by
reason of this Agreement such resignations shall be automatic. In
the event that the Company defaults on the promises, covenants or
Actions promised herein, the Buyer has the right to cancel this
Agreement and demand payment of damages.
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IN WITNESS WHEREOF, this Agreement has been duly
executed and delivered by the Company, Escrow Agent and the
Buyer, as of the date first above written.
BUYER:
__________________________________
Ben Traub, Agent
COMPANY:
North American Resorts, Inc.
BY: ______________________________
On behalf of the Board, Paula
Nichols, Secretary and
Director
ESCROW AGENT:
Milton Price, attorney at law, as
escrow agent
BY: ______________________________
Milton Price, Escrow Agent
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Exhibit A
As referenced in STOCK ACQUISITION AGREEMENT
Wealthy Investor Network Inc (Ben Traub) 7,600,000
shares
240-11948 207th Street
Maple Ridge, BC
Canada V2X 1X7
Norma Jean Bone 250,000
7448 14th Avenue
Burnaby, BC
Canada V3N 1Z9
Judy Traub 250,000
1900 Alder Road
Quesnel, BC
Canada V2J 3T3
Sean Traub 150,000
1900 Alder Road
Quesnel, BC
Canada V2J 3T3
Darren Traub 150,000
1900 Alder Road
Quesnel, BC
Canada V2J 3T3
Cliff Traub 150,000
1900 Alder Road
Quesnel, BC
Canada V2J 3T3
Pritpaul Singh Sidhu 150,000
6861 128th Street
Surrey, BC
V3W-4E1
Ruby Sidhu 25,000
6861 128th Street
Surrey, BC
V3W-4E1
Valerie Sidhu 25,000
6861 128th Street
Surrey, BC
V3W-4E1
Robert Seitz 150,000
3859 Toronto St.
Pt. Coquitlam
Canada V3B 7J6
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Judee Fayle 100,000
11224 River Road
Surrey, BC
Canada V3V 2V5
Peter Somogyi 75,000
400-601 W. Broadway
Vancouver, BC
Canada V5Z 4C2
Ron Willoughby 250,000
28 - 4649 Hubalta Rd. S.E.
Calgary, AB
Canada T2B 2P4
David Thomas 150,000
315-9835 King George Hwy
Surrey, BC
Canada V3T 5H6
Ellen Luthy 25,000
2625 Nelson Ave.
West Vancouver, BC
Canada V7V 2R8
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Exhibit B
As referenced in STOCK ACQUISITION AGREEMENT
Ben Traub
240-11948 207th Street
Maple Ridge, BC
Canada V2X 1X7
Robert Seitz
3859 Toronto St.
Pt. Coquitlam
Canada V3B 7J6
Ellen Luthy
2625 Nelson Ave.
West Vancouver, BC V7V 2R8
