<PAGE> UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 9, 1999
Nu Energy Inc.
(Exact name of Registrant as specified in charter)
Indiana 0-23947 35-2035070
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
9 Sandpiper Court, Fairview, Queensland, Australia 4870
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code 61-7-40-331-277
MAS Acquisition VI Corp.
1710 E. Division Street
Evansville, Indiana 47711
(Former name or former address, if changed, since last report)
<PAGE>
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
On February 1, 1999, Sir Michael Bromley K.B.E. (Knight of the British
Empire), consummated a Stock Subscription Agreement (the "Agreement') with
MAS Acquisitin VI Corp. (the "Company"), whereby Michael Bromley purchased
six million (6,850,000) shares of Common Stock of MAS Acquisition VI Corp.
for $10,275, representing approximately eighty six percent (86%) of the
issued and outstanding shares of Common Stock of the Company.
ITEM 2. ACQUISITION AND DISPOSITION OF ASSETS.
A change in control of the registrant occurred on March 8, 1999 pursuant to
the terms and conditions of a Stock Exchange Agreement (the "Agreement")
dated March 8, 1999 between the Company and CoalCorp Pty Ltd an Australian
corporation ("Coal"), which provided for the acquisition of Coal, as a 88.65%
owned subsidiary of the Company, pursuant to a tax-free reorganization in
accordance with Section 354 and 368 of the Internal Revenue Code of 1986, as
amended. Pursuant to the terms of the Merger Agreement, for every 18 common
share of Coal was converted into one common shares of the Company. A total of
23,432,786 shares of common share of Coal was converted into 1,301,823
restricted common shares of the Company.
<PAGE>
ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
As result of the merger, R. O. Dillon, 1st Floor, 42 McLeod Street,
Cairns, Queensland 4870, Australia is the new certifying accountant of the
Company. R. O. Dillon has been the certifying accountant of CoalCorp Pty
Ltd prior to the merger with and into the Company.
1) The former certifying accountant of the Company, James E. Scheifley &
Associates, P.C. will not be retained by the Company for auditing 1999 year
end financial statements.
2) The decision to change accountants was approved by the board of directors.
3) The former accountant's reports on th financial statements since inception
on October 7, 1996 to December 31, 1998 did not contain an adverse opinion or
a disclaimer of opinion, nor was qualified nor modified as to uncertainty,
audit scope, or accounting principles.
4) Since inception on October 7, 1996 to December 31, 1998, there was no
disagreement nor "reportable event" with the former accountant.
ITEM 5. OTHER EVENT.
Not applicable.
ITEM 6. RESIGNATION OF REGISTRANT'S DIRECTORS.
Pursuant to the terms of the Agreement, the Company has accepted the
resignation of the Board of Directors and Officers, as of March 9, 1999,
consisiting of Aaron Tsai and Chia-Lun Tsai and appointed Gordon Neil Subloo,
Shane Neil Subloo and Robert Dillion.
<PAGE>
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements.
(i) Audited financial statements of CoalCorp Pty Ltd for the period
from December 30, 1996 (Date of Inception) to June 30, 1997
(ii) Audited financial statements of CoalCorp Pty Ltd for the year
ended June 30, 1998.
(iii) Unaudited financial statements of CoalCorp Pty Ltd for the six
month ended December 30, 1998. (to be filed by amendment)
(iV) Unaudited combined financial statements of MAS Acquisition VI
Corp. and CoalCorp Pty Ltd for the year ended December 31, 1997
and 1998. (to be filed by amendment)
<PAGE>
COALCORP PTY LTD
FINANCIAL STATEMENTS
FOR THE PERIOD FROM DECEMBER 30, 1996
(DATE OF INCEPTION)
TO JUNE 30, 1997
<PAGE>
COALCORP PTY LTD
TABLE OF CONTENTS
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C>
Page No.
Independent Auditor's Report 3
Balance Sheet 4
Statement of Operations 5
Statement of Cash Flows 7
Notes to Financial Statements 8
</TABLE>
Page 2
<PAGE>
R. O. DILLON
ACCOUNTANT - REGISTERED TAX AGENT
---------------------------------
1st Floor Phone: 61 7 4051 7588
42 McLeod Street Phone: 61 7 4051 8182
P.O. Box 5123 Fax: 61 7 4051 0973
Cairns, Queensland 4870
Independent Auditor's Report
To the Board of Directors of
CoalCorp Pty Ltd
We have audited the accompanying balance sheet of CoalCorp Pty Ltd as of
June 30, 1997 and the related statements of operations, stockholders' equity
and cash flows for the period from December 30, 1996 (date of inception) to
June 30 1997. These financial statements are the responsibility of CoalCorp Pty
Ltd's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
Except as discussed in the following paragraph, we conducted our audit in
accordance with generally accepted auditing standards. Those standards
require that we 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 used by management, as
well as evaluating the overall financial statement presentation. We believe
that our audit provides a reasonable basis for our opinion.
We were unable to obtain sufficient information supporting the Company's Coal
Catalyst Technology re-valued by management and stated in the balance sheet at
$17,158,000, nor were we able to determine whether the Company had accounted
for any income to which it may be entitled.
In our opinion, except for the effects of such adjustments, if any, as might
have been determined to be necessary had we been able to examine evidence
regarding the Coal Catalyst Technology, the financial statements referred to
in the first paragraph present fairly, in all material respects, the
financial position of CoalCorp Pty Ltd as of June 30 1997 and the results of
its operations and its cash flows for the initial period then ended in
conformity with generally accepted accounting principles.
/s/ R. O. Dillon
R. O. DILLON - ACCOUNTANT
August 30, 1997
Page 3
<PAGE>
COALCORP PTY LTD
BALANCE SHEET
JUNE 30, 1997
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <S>
ASSETS
Current Assets
Cash on Hand $19,604.88
Trust Account $100,682.40
---------------
Total Current Assets $120,287.28
---------------
Coal Catalyst Technology $17,158,000.00
Patents $916.09
Incorporation Costs $522.20
(net of accumulated amortization of $130.55)
---------------
$17,279,725.57
===============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
ANZ Bank Overdraft $944.44
Accounts Payable $69,543.61
Loan Payable $67,491.37
---------------
Total Current Liabilities $137,979.41
===============
Stockholders' Equity
Common Stock Class A, $0.7460 par value
25,000,000 Shares Authorized
23,000,000 Shares Issued and Fully Paid $17,158,000.00
Common Stock Class B, $0.7460 par value
25,000,000 Shares Authorized
3,431,759 Shares Issued and Fully Paid $2,560,092.21
Share Premium Reserve ($1,852,826.77)
Accumulated Deficit ($723,519.29)
---------------
Total Stockholders' Equity $17,141,746.15
---------------
$17,279,725.57
===============
</TABLE>
The accompanying notes and independent auditor's report are an integral part of
these statements.
Page 4
<PAGE>
COALCORP PTY LTD
STATEMENT OF OPERATIONS
PERIOD FROM DECEMBER 30, 1996 (DATE OF INCEPTION)
TO JUNE 30, 1997
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C>
Revenues
Interest Received $205.90
Expenses
Accounting Fees $4,032.88
Amortization $130.55
Bank Service Charges $226.78
Consultant Fees $504,012.52
Finance Facility Fees $66,652.12
Office Rent $8,952.00
Public Relations $34,314.51
Testing $46,525.04
Salaries $56,409.54
Traveling $2,469.26
---------------
Total Expenses $723,725.19
---------------
Net Loss ($723,519.29)
===============
</TABLE>
The accompanying notes and independent auditor's report are an integral part of
these statements.
Page 5
<PAGE>
COALCORP PTY LTD
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
PERIOD FROM DECEMBER, 1996 (DATE OF INCEPTION)
TO JUNE 30, 1997
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Common Stock
Number of Par Value Share
Shares $0.746 Premium
Reserve
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
Balance at December 30, 0 $0.00 $0.00
1996 (Inception)
Phase I Stock Subscription 2 $1.49 $0.00
December 30, 1996
Phase II Stock Subscription 7,208,387 $5,377,456.70 $0.00
March 12, 1997
Phase III Bonus Issue March 13,125,000 $9,791,250.00 $0.00
13, 1997
Phase IV Stock Subscription 3,345,238 $2,495,547.55 $0.00
May 30, 1997
Shares Issued to OakRoyal 2,753,132 $2,053,836.47 ($1,852,826.77)
Contracts Ltd June 25, 1997
Net Loss 0 $0.00 $0.00
Totals 26,431,759 $19,718,092.21 ($1,852,826.77)
Accumulated Total
Deficit
------------------------------------
<C> <C>
$0.00 $0.00
$0.00 $1.49
$0.00 $5,377,456.70
$0.00 $9,791,250.00
$0.00 $2,495,547.55
$0.00 $201,009.70
($723,519.29) ($723,519.29)
($723,519.29) $17,141,746.15
</TABLE>
The accompanying notes and independent auditor's report are an integral part of
these statements.
Page 6
<PAGE>
COALCORP PTY LTD
STATEMENT OF CASH FLOWS
PERIOD FROM DECEMBER 30, 1996 (DATE OF INCEPTION)
TO JUNE 30, 1997
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss ($723,519.29)
Adjustments to Reconcile Net Loss to Net Cash Provided by
Operating Activities:
Amortization $130.55
Increase in Bank Overdraft $944.44
Increase in Accounts Payable $69,543.61
Increase in Loan Payable $67,491.37
----------------
NET CASH USED BY OPERATING ACTIVITIES ($585,409.33)
CASH FLOWS FROM INVESTING ACTIVITIES
Trust Account ($100,682.40)
Organization Costs Paid ($652.75)
Coal Catalyst Technology (net of $9,791,250 revaluation) ($7,366,750.00)
Patents ($916.09)
---------------
NET CASH USED BY INVESTING ACTIVITIES ($7,469,001.24)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from Issuance of Common Stock $8,074,015.44
(net of $9,791,250 bonus share issue)
--------------
NET CASH PROVIDED BY FINANCING ACTIVITIES $8,074,015.44
--------------
NET INCREASE(DECREASE) IN CASH $19,604.88
CASH AT THE BEGINNING OF THE PERIOD $0.00
--------------
CASH AT THE END OF THE PERIOD $19,604.88
--------------
</TABLE>
The accompanying notes and independent auditor's report are an integral part of
these statements.
Page 7
<PAGE>
COALCORP PTY LTD
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1997
- -------------------------------------------------------------------------------
NOTE ONE - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations
- --------------------
CoalCorp Pty Ltd, an Australian corporation, was organized for the purpose of
acquiring the exclusive right (license) to develop and market a proprietary a
coal catalyst technology that was invented, and is currently utilized in The
People's Republic of China.
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 reported amounts of assets and liabilities and the disclosure
of contingent assets and liabilities at the date of the financial statements
and the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Amortization
- ------------
Amortization is computed using the straight-line method over a period of five
years.
Concentration of Revenue Risk
- -----------------------------
CoalCorp Pty Ltd derives its revenue entirely from the development and
marketing of a proprietary coal catalyst technology.
Currency Conversion
- -------------------
The financial information contained in this report has been converted from
Australian Dollars (AUD) to US Dollars (USD). The conversion rate used is
the Interbank Exchange Rate, all amounts have been calculated using the
average (daily) exchange rate as at the 30th of June, 1997 of
AUD 1 : USD 0.746.
NOTE TWO - DEVELOPMENT STAGE OPERATIONS
- ---------------------------------------
The operations of CoalCorp Pty Ltd since the date of its inception have
consisted primarily of raising capital and acquiring rights to a proprietary
technology and the testing and proving of the technology.
NOTE THREE - INCOME TAXES
- -------------------------
CoalCorp Pty Ltd tax assets relate to a current year net operating loss,
therefore a provision for current year federal income taxes has not been
recorded. A benefit from income taxes of $224,247.60 has not been recorded
as the balance of tax assets has been offset by a valuation allowance reserve
of an equal amount.
NOTE FOUR - CAPITAL STOCK
- -------------------------
The capital stock of CoalCorp Pty Ltd consists of 50,000,000 authorizes common
shares, par value $0.746 per share. As of June 30, 1997 there were 26,431,759
shares issued and fully paid.
Page 8
<PAGE>
COALCORP PTY LTD
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1997
- -------------------------------------------------------------------------------
NOTE FIVE - STATEMENT OF CASH FLOW DISCLOSURES
No amounts of interest or income taxes were paid during the period.
NOTE SIX - RELATED PARTY TRANSACTIONS
During the period, the following transactions occurred between
CoalCorp Pty Ltd and related parties:-
<TABLE>
<CAPTION>
<S> <C> <C>
Expense Relationship Amount
- ----------------------------------------------------------------------------
Consulting Shareholder $80,662.00
Consulting Shareholder $4,032.88
Consulting Shareholder $94,105.66
Consulting Shareholder $59,823.98
Consulting Shareholder $672.15
Consulting Officer/Shareholder $5,377.17
Accounting Officer/Shareholder $4,032.88
Consulting Shareholder $257,547.55
Office Rent Shareholder $8,952.00
Salaries Directors/Shareholders $14,102.38
Consulting Shareholder $1,791.15
Travel Shareholder $2,390.18
Salary Family Member of $42,307.15
Director/Shareholder
</TABLE>
Sales to company by related parties
- -----------------------------------
<TABLE>
<CAPTION>
<S> <C> <C>
Description Relationship Amount
- ----------------------------------------------------------------------------
Sale of 90% of technology rights Shareholder $5,128,750.00
Sale of balance of technology rights Shareholder $2,238,000.00
</TABLE>
NOTE SEVEN - GOING CONCERN
The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles which contemplate continuation of
the Company as a going concern. However, the Company has sustained
substantial operating losses since its inception. At June 30, 1997 the
Company's accumulated deficit was $723,519.29 and current liabilities
exceeded current assets by $17,692.14
Page 9
<PAGE>
COALCORP PTY LTD
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1997
- -------------------------------------------------------------------------------
The losses from operations and insufficient cash resources to fund operations
raise substantial doubt as to the Company's ability to continue as a going
concern. Management, however, believes the following actions which have been
and are being taken to revise the Company's operating and financial
requirements provide the opportunity for the Company to continue as a going
concern, although no assurance to that effect can be given.
CoalCorp Pty Ltd has made a complaint to the London Metropolitan Police Fraud
Squad against European Venture Finance (EVF) and their representative Dr. Brett
Cormick. The allegation made is in regards to BPS 40,000 (US$66,258) commission
fee paid to EVF and Dr. Cormick for consulting services to raise venture
capital for CoalCorp Pty Ltd. The BPS 40,000 (US$66,258) commission fee was to
be deducted from any funds raised. The payment of this commission fee was made
on the presentation of documents stating that a specific amount of funding was
to be delivered by one of EVF's associated companies. The allegation made by
CoalCorp Pty Ltd's Managing Director, Mr. Gordon Subloo, is currently being
investigated. On conclusion of this investigation the company will reserve the
right to take civil action against EVF and Dr. Cormick for damages.
Oakroyal Contracts Limited agreed to invest BPS 350,000 (US$582,120) into
CoalCorp Pty Ltd in return for a 25% holding in the Company. Oakroyal Contracts
Limited only raised BPS 125,000 (US$207,900) and in return received a 10%
holding. The inability of Oakroyal Contracts Limited to raise the total funding
of BPS 350,000 (US$582,120) has seriously hindered the Company's ability to
complete the next stage of its development program.
CoalCorp Pty Ltd is moving forward and will take up patents in various
countries around the world under its current PCT Patent. This will strengthen
the value of CoalCorp Pty Ltd's technology and its ability to exploit the
commercial value of the technology internationally.
Page 10
<PAGE>
COALCORP PTY LTD
FINANCIAL STATEMENTS
FOR THE YEAR ENDED JUNE 30, 1998
<PAGE>
COALCORP PTY LTD
TABLE OF CONTENTS
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C>
Page No.
Independent Auditor's Report 3
Balance Sheet 4
Statement of Operations 5
Statement of Cash Flows 7
Notes to Financial Statements 8
</TABLE>
Page 2
<PAGE>
R. O. DILLON
ACCOUNTANT - REGISTERED TAX AGENT
---------------------------------
1st Floor Phone: 61 7 4051 7588
42 McLeod Street Phone: 61 7 4051 8182
P.O. Box 5123 Fax: 61 7 4051 0973
Cairns, Queensland 4870
Independent Auditor's Report
To the Board of Directors of
CoalCorp Pty Ltd
We have audited the accompanying balance sheet of CoalCorp Pty Ltd as of June
30, 1998 and the related statements of operations, stockholders' equity and cash
flows for the year ended June 30 1998. These financial statements are the
responsibility of CoalCorp Pty Ltd's management. Our responsibility is to
express an opinion on these financial statements based on our audit.
Except as discussed in the following paragraph, we conducted our audit in
accordance with generally accepted auditing standards. Those standards require
that we 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 used by management, as well as
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.
We were unable to obtain sufficient information supporting the Company's Coal
Catalyst Technology revalued by management and stated in the balance sheet at
$14,156,500, nor were we able to determine whether the Company had accounted for
any income to which it may be entitled.
In our opinion, except for the effects of such adjustments, if any, as might
have been determined to be necessary had we been able to examine evidence
regarding the Coal Catalyst Technology, the financial statements referred to in
the first paragraph present fairly, in all material respects, the financial
position of CoalCorp Pty Ltd as of June 30 1998 and the results of its
operations and its cash flows for the year then ended in conformity with
generally accepted accounting principles.
/s/ R. O. Dillon
R. O. DILLON - ACCOUNTANT
August 14, 1998
Page 3
<PAGE>
COALCORP PTY LTD
BALANCE SHEET
JUNE 30, 1998
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C>
ASSETS
Current Assets
Cash on Hand $368.07
Prepayment $11,079.00
---------------
Total Current Assets $11,447.07
---------------
Coal Catalyst Technology $14,156,500.00
Patents $8,461.28
Incorporation Costs (net of accumulated $323.14
amortization of $221.03)
---------------
$14,176,731.49
===============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts Payable $230,746.03
Loan Payable $55,684.90
---------------
Total Current Liabilities $286,430.93
---------------
Stockholders' Equity
Common Stock Class A, $0.6315 par value
25,000,000 Shares Authorized
23,000,000 Shares Issued and Fully Paid $14,156,500.00
Common Stock Class B, $0.6315 par value
25,000,000 Shares Authorized
3,431,759 Shares Issued and Fully Paid $2,112,247.66
Share Premium Reserve ($1,528,706.27)
Accumulated Deficit ($849,740.84)
---------------
Total Stockholders' Equity $13,890,300.56
---------------
$14,176,731.49
===============
</TABLE>
The accompanying notes and independent auditor's report are an integral part of
these statements.
Page 4
<PAGE>
COALCORP PTY LTD
STATEMENT OF OPERATIONS
YEAR ENDED JUNE 30, 1998
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C>
Revenues
Interest Received $794.61
Exchange Gain $3,195.68
--------------
$3,990.29
Expenses
Accounting Fees $6,155.00
Amortization $107.71
Bank Service Charges $176.65
Consultant Fees $20,878.38
Office Rent $22,158.00
Printing and Stationery $993.42
Testing $71,649.12
Salaries $123,100.00
Traveling $11,560.94
--------------
Total Expenses $256,779.21
--------------
Net Loss ($252,788.93)
==============
</TABLE>
The accompanying notes and independent auditor's report are an integral part of
these statements.
Page 5
<PAGE>
COALCORP PTY LTD
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
YEAR ENDED JUNE 30, 1998
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Common Stock
Number of Par Value Share
Shares $0.6155 Premium
Reserve
----------------------------------------------
<S> <C> <C> <C>
Balance at July 1, 1997 26,431,759 $16,268,747.66 ($1,528,706.27)
Net Loss 0 $0.00 $0.00
Totals 26,431,759 $16,268,747.66 ($1,528,706.27)
Accumulated Total
Deficit
--------------------------------
<C> <C>
($596,951.91) $14,143,089.49
($252,788.93) (252,788.93)
($849,740.84) $13,890,300.56
</TABLE>
The accompanying notes and independent auditor's report are an integral part of
these statements.
Page 6
<PAGE>
COALCORP PTY LTD
STATEMENT OF CASH FLOWS
YEAR ENDED JUNE 30, 1998
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss ($252,788.93)
Adjustments to Reconcile Net Loss to Net Cash Provided by
Operating Activities:
Amortization $107.71
Decrease in Trust Account $83,069.73
Increase in Accounts Payable $173,367.89
NET CASH USED BY OPERATING ACTIVITIES $3,756.40
CASH FLOWS FROM INVESTING ACTIVITIES
Prepayment ($11,079.00)
Decrease Bank Overdraft ($779.22)
Patents ($7,705.44)
-------------
NET CASH USED BY INVESTING ACTIVITIES ($19,563.67)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from Issuance of Common Stock $0.00
-------------
NET CASH PROVIDED BY FINANCING ACTIVITIES $0.00
-------------
NET INCREASE (DECREASE) IN CASH ($15,807.27)
CASH AT THE BEGINNING OF THE PERIOD $16,175.34
-------------
CASH AT THE END OF THE PERIOD $368.07
-------------
</TABLE>
The accompanying notes and independent auditor's report are an integral part of
these statements.
Page 7
<PAGE>
COALCORP PTY LTD
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1998
- -------------------------------------------------------------------------------
NOTE ONE - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations
- --------------------
CoalCorp Pty Ltd, an Australian corporation, was organized for the purpose of
acquiring the exclusive right (license) to develop and market a proprietary a
coal catalyst technology that was invented, and is currently utilized in The
People's Republic of China.
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 reported amounts of assets and liabilities and the disclosure
of contingent assets and liabilities at the date of the financial statements
and the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Amortization
- ------------
Amortization is computed using the straight-line method over a period of five
years.
Concentration of Revenue Risk
- -----------------------------
CoalCorp Pty Ltd derives its revenue entirely from the development and marketing
of a proprietary coal catalyst technology.
Currency Conversion
- -------------------
The financial information contained in this report has been converted from
Australian Dollars (AUD) to US Dollars (USD). The conversion rate used is the
Interbank Exchange Rate, all amounts have been calculated using the average
(daily) exchange rate as at the 30th of June, 1998 of AUD 1 : USD 0.6155.
NOTE TWO - DEVELOPMENT STAGE OPERATIONS
The operations of CoalCorp Pty Ltd since the date of its inception have
consisted primarily of raising capital and acquiring rights to a proprietary
technology and the testing and proving of the technology. The Company's Patent
Attorney has applied for a full patent in India and the Company has a current
PCT Patent which gives the Company the protection and the right to take out
full patents in most countries which are signatories to the Paris and Bonn
Conventions.
NOTE THREE - INCOME TAXES
CoalCorp Pty Ltd tax assets relate to a current year net operating loss,
therefore a provision for current year federal income taxes has not been
recorded. A benefit from income taxes of $263,383.53 has not been recorded as
the balance of tax assets has been offset by a valuation allowance reserve of
an equal amount.
Page 8
<PAGE>
COALCORP PTY LTD
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1998
- -------------------------------------------------------------------------------
NOTE FOUR - CAPITAL STOCK
The capital stock of CoalCorp Pty Ltd consists of 50,000,000 authorizes common
shares, par value $0.6155 per share. As of June 30, 1998 there were 26,431,759
shares issued and fully paid.
NOTE FIVE - STATEMENT OF CASH FLOW DISCLOSURES
No amounts of interest or income taxes were paid during the period.
NOTE SIX - RELATED PARTY TRANSACTIONS
During the period, the following transactions occurred between CoalCorp Pty Ltd
and related parties:-
<TABLE>
<CAPTION>
<S> <C> <C>
Expense Relationship Amount
- ----------------------------------------------------------------------------
Consulting Officer/Shareholder $11,355.98
Accounting Officer/Shareholder $6,155.00
Consulting Officer/Shareholder $4,031.53
Office Rent Shareholder $22,158.00
Salaries Directors/Shareholders $30,775.00
Travel Shareholder $9,895.39
Travel Shareholder $1,666.16
Salary Family Member of
Director/Shareholder $92,325.00
Consulting Shareholder $5,490.88
</TABLE>
NOTE SEVEN - GOING CONCERN
The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles which contemplate continuation of the
Company as a going concern. However, the Company has sustained substantial
operating losses since its inception. At June 30, 1998 the Company's
accumulated deficit was $849,740.84 and current liabilities exceeded current
assets by $287,293.86
The history of losses from operations and insufficient cash resources to fund
operations raise substantial doubt as to the Company's ability to continue as
a going concern. Management, however, believes the following actions which have
been and are being taken to revise the Company's operating and financial
requirements provide the opportunity for the Company to continue as a going
concern, although no assurance to that effect can be given.
Page 9
<PAGE>
COALCORP PTY LTD
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1998
- -------------------------------------------------------------------------------
CoalCorp Pty Ltd has made a complaint to the London Metropolitan Police Fraud
Squad against European Venture Finance (EVF) and their representative Dr. Brett
Cormick. The allegation made is in regards to BPS 40,000 (US$66,648) commission
fee paid to EVF and Dr. Cormick for consulting servicess to raise venture
capital for CoalCorp Pty Ltd. The BPS 40, 000 (US$66,648) commission fee was to
be deducted from any funds raised. The payment of this commission fee was made
on the presentation of documents stating that a specific amount of funding was
to be delivered by one of EVF's associated companies. The allegation made by
CoalCorp Pty Ltd's Managing Director, Mr Gordon Subloo, is currently being
investigated. On conclusion of this investigation the Company will reserve the
right to take civil action against EVF and Dr. Cormick for damages.
Oakroyal Contracts Limited agreed to invest BPS 350,000 (US$583,170) into
CoalCorp Pty Ltd in return for a 25% holding in the Company. Oakrotal Contracts
Limited only raised BPS 125,000 (US$208,275) and in return received a 10%
holding. The inability of Oakroyal Contracts Limited to raise the total funding
of BPS 350,000 (US$583,170) has seriously hindered the Company's ability to
complete the next stage of its development program.
CoalCorp Pty Ltd is moving forward and will take up patents in various countries
around the world under its current PCT Patent. This will strengthen the value of
CoalCorp Pty Ltd's technology and its ability to exploit the commercial value of
the technology internationally.
Page 10
<PAGE>
The financial statements required by Item 7(a) of Form 8-K are not
being filed herewith. The registrant will file such financial
statements pursuant to an amendment hereto in accordance with Item 7
of Form 8-K.
<TABLE>
<CAPTION>
Exhibit Number Description
<S> <C>
2.0 Stock Purchase Agreement
2.1 Stock Exchange Agreement
3.0 Article of Amendment
3.1 Article of Incorporation of CoalCorp Pty Ltd
3.2 By-laws of CoalCorp Pty Ltd
16.0 Letter from Former Certifying Accountant
99.0 Consulting Agreement
</TABLE>
<PAGE>
ITEM 8. CHANGE IN FISCAL YEAR.
Not applicable.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: March 9, 1999
Nu Energy Inc.
By: /s/ Gordon N. Subloo
-----------------------------------
Gordon N. Subloo, President and
Chairman of the Board of Directors
<PAGE>
EXHIBIT 2.0
SUBSCRIPTION AGREEMENT made on this 8th day of February, 1999,
between MAS Acquisition VI Corp., an Indiana corporation (the "Company"),
and the undersigned subscriber (the "Subscriber").
The Company desires to obtain financing by selling restricted shares
of Common Stock of the Company (the "Shares"). The Subscriber desires to
purchase the number of Shares at a price of $0.0015 per Share as set forth
on the signature page hereof.
NOW, THEREFORE, for and in consideration of the promises and the
mutual covenants hereinafter set forth, the parties hereto do hereby agree
as follows:
I. SUBSCRIPTION FOR SHARES
1.1 Subject to the terms and conditions hereinafter set forth, the
Subscriber hereby subscribes for and agrees to purchase the
number of Shares from the Company set forth upon the signature
page hereof, and the Company agrees to sell such Shares to the
Subscriber at a purchase price of $0.0015 per Share on the terms
and conditions stated herein.
1.2 The purchase price is payable by check made payable to the order
of "MAS Acquistion VI Corp." payable within 30 days from the
date of subscription. If the Company declines to accept this
subscription, the Company will return such funds to the
undersigned without interest thereon or deduction therefrom.
II. REPRESENTATIONS BY THE SUBSCRIBER
2.1 The Subscriber hereby represents and warrants to the Company as
follows:
(a) The Common Stock are being purchase for his own account,
for investment purposes only, not for the account of any
other person, and not with a view to distribution,
assignment or resale to others or to fractionation, in
whole or in part. The Subscriber acknowledges that the
offering and sale of the Shares has not been filed with or
reviewed by the Securities and Exchange Commission (the
"SEC") because of the Company's representations that this
is intended to be a non-public offering pursuant to
Section 4(2) of the Securities Act of 1933, as amended
(the "Securities Act").
(b) The Subscriber agrees that he will not sell, transfer or
otherwise dispose of any of the Shares unless they are
registered under the Securities Act or unless an exemption
from such registration is available. The Subscriber must
receive prior approval from the Company should he desire to
transfer the securities. The request must be accompanied by
an opinion of counsel reasonably satisfactory to the
Company that the proposed sale, transfer or disposition
does not result in a violation of the Securities Act or
any applicable state "blue sky" laws (collectively, the
"Securities Laws"). The Subscriber agrees to hold the
Company and its directors, executive officers and
controlling persons and their respective heirs,
representatives, successors and assigns harmless and to
indemnify them against all liabilities, costs and expenses
incurred by them as a result of any sales, transfer or
disposition of the Securities by the undersigned Subscriber
in violation of any Securities Laws or any misrepresentation
herein.
<PAGE>
(c) The Company has made available to the Subscriber in
connection with this transaction, at Subscriber's request,
all S.E.C. filings including, but not limited to, its 10-KSB
for the year ended December 31, 1998 and various Offering
Documents. To the extent the Company possessed such
information or could acquire it without unreasonable effort
or expense, the Company has made available to the Subscriber
for his inspection and review all other documents, records,
books and other information that he has requested relating
to an investment in the Company. The Subscriber understands
the "Risk Factors" set forth in the Offering Documents.
(d) The Subscriber represents that he is an "accredited investor".
(e) The Subscriber represents that he has significant prior
investment experience, including investment in non-listed
and non-registered securities and that he recognizes the
highly speculative nature of this investment.
(f) The Subscriber acknowledges and agrees that the Company is
relying on the Subscriber's representations contained in this
Agreement and the related subscription documents in
determining whether to accept this subscription. The Company
reserves the unrestricted right to reject or limit any
subscription and to close the offer at any time.
(g) All representations are true and correct in all material
respects as of the date of execution hereof, and the
Subscriber covenants that until the closing of the Shares
subscribed for, he shall inform the Company immediately of
any changes in any of the representations provided by the
Subscriber hereunder.
<PAGE>
2.2 The Subscriber acknowledges and is aware that:
(a) No federal or state agency has passed upon the Securities
or made any finding or determination as to the fairness of
this investment, nor any recommendation or endorsement of
the Securities.
(b) The certificates evidencing the Shares will contain the
following or a substantially similar legends:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, (THE ACT), AND
ARE RESTRICTED SECURITIES AS THAT TERM IS DEFINED IN RULE
144 UNDER THE ACT.
(c) The purchase of the Shares involves a high degree of risk
and is suitable only for persons of adequate financial means
who have no need for liquidity in this investment in that
(i) such persons may not be able to liquidate their
investment in the event of an emergency; (ii)
transferability is extremely limited; and (iii) in the event
of a required disposition, such persons could sustain a
complete loss of their entire investment.
(d) The Subscriber understands the risks involved and has
carefully evaluated such risks and other considerations,
relating to the purchase of the Shares. The Subscriber (i)
has adequate means of providing for his current needs and
contingencies, (ii) has no need of his investment, (iii) is
able to bear the substantial economic risks of an investment
in the Shares for an indefinite period, and (iv) at the
present time, can afford a complete loss of such investment.
2.3 Indemnification.
The Subscriber recognizes that the sale of the Shares to him will be
based upon his representations and warranties set forth above and on other
written information supplied by the Subscriber to the Company. The
Subscriber agrees to indemnify and to hold harmless the Company, and its
affiliates from and against any and all loss, damage, liability or expense,
including costs and reasonable attorney's fees, arising out of or based
upon any false representation or warranty made by the Subscriber in this
Subscription Agreement and/or any failure by the Subscriber to fulfill any
covenants or agreements set forth herein or in the other documents executed
and delivered by him in connection with this transaction.
<PAGE>
REPRESNETATIONS BY THE COMPANY
3.1 The Company represents and warrants to the Subscriber as
follows:
(a) The Company is a corporation duly organized, existing and in
good standing under the laws of the State of Indiana.
(b) The execution, delivery and performance of this Agreement by
the Company has been duly approved by the Board of Directors
of the Company.
(c) The Common Stock has been duly authorized and when paid for
and issued pursuant to the terms hereof, will be validly
issued, fully paid and non-assessable.
IV. TERMS OF OFFERING
The subscription period will end on midnight March 31, 1999.
V. REGISTRATION RIGHTS
The Company has no obligation to the Subscriber to include all Shares
sold in this offering in its registration statement under the Securities
Act for purposes of effecting a public offering of securities of the
Company (including, but not limited to, registration statements relating
to secondary offerings of securities of the Company, but excluding
registration statements relating to any employee benefit plan or a
corporate reorganization).
VI. NOTICES TO SUBSCRIBERS
6.1 THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT, OR THE SECURITIES LAWS OF ANY STATE AND ARE BEING OFFERED
AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION
REQUIREMENT OF THE SECURITIES ACT AND SUCH LAWS. THESE SECURITIES
HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING
OR THE ACCURACY OR ADEQUACY OF THE OFFERING DOCUMENTS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<PAGE>
6.2 THESE SECURITIES ARE SUBJECT TO RESTRICTION ON TRANSFERABILITY
AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS
PERMITTED UNDER THE SECURITIES ACT, AND APPLICABLE STATE
SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.
SUBSCRIBERS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR
THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD
OF TIME.
6.3 SUBSCRIBERS SHOULD REVIEW THE OFFERING DOCUMENTS WHEREIN NOTICES
TO SUBSCRIBERS RESIDING IN CERTAIN STATES ARE SET FROTH IN
ACCORDANCE WITH SECURITIES LAWS OF SUCH STATES.
VII. RISK FACTORS
AN INVESTMENT IN THE SECURITIES BEING OFFERED HEREBY IS HIGHLY
SPECULATIVE, INVOLVES A HIGH DEGREE OF RISK AND SHOULD BE MADE ONLY BY
INVESTORS WHO CAN AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT. PROSPECTIVE
INVESTORS, PRIOR TO MAKING AN INVESTMENT DECISION, SHOULD CAREFULLY
CONSIDER, TOGETHER WITH OTHER MATTERS REFERRED TO HEREIN, INCLUDING THE
FINANCIAL STATEMENTS AND NOTES THERETO, THE FOLLOWING RISK FACTORS. IT
MUST BE RECOGNIZED THAT OTHER UNFORESEEN RISKS MIGHT ARISE IN THE FUTURE
AND AFFECT THE COMPANY TO A GREATER EXTENT THAN COULD EVER BE ANTICIPATED.
THE OFFERING DOCUMENTS CONTAINS STATEMENTS WHICH CONSTITUTE FORWARD-
LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995. THESE STATEMENTS APPEAR IN A NUMBER OF
PLACES IN THE OFFERING DOCUMENTS AND INCLUDE STATEMENTS REGARDING THE
INTENT, BELIEF OR CURRENT EXPECTATIONS OF THE COMPANY, WITH RESPECT TO (I)
THE COMPANY'S FINANCING PLANS, (II) TRENDS AFFECTING THE COMPANY'S
FINANCIAL CONDITION OR RESULTS OF OPERATIONS, (III) THE IMPACT OF
COMPETITION AND (IV) THE EXPANSION OF CERTAIN OPERATIONS. PROSPECTIVE
INVESTORS ARE CAUTIONED THAT ANY SUCH FORWARD-LOOKING STATEMENTS ARE NOT
GUARANTEES OF FUTURE PERFORMANCE AND INVOLVE RISKS AND UNCERTAINTIES,
AND THAT ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE IN THE FORWARD-
LOOKING STATEMENTS AS A RESULT OF VARIOUS FACTORS. THE FOLLOWING
INFORMATION IDENTIFIES IMPORTANT FACTORS THAT COULD CAUSE SUCH
DIFFERENCES.
<PAGE>
NO OPEATING HISTORY, REVENUE AND ASSETS. The Company has had no
operating history nor any revenues or earnings from operations. The Company
has little or no tangible assets or financial resources. The Company will,
in all likelihood, continue to sustain operating expenses without
corresponding revenues, at least until the consummation of a business
combination. This may result in the Company incurring a net operating loss
which will increase continuously until the Company can consummate a
business combination with a profitable business opportunity. There is no
assurance that the Company can identify such a business opportunity and
consummate such a business combination.
SPECULATIVE NATURE OF COMPANY'S PROPOSED OPERATIONS. The success of
the Company's proposed plan of operation will depend to a great extent on
the operations, financial condition and management of the identified
business opportunity. While management intends to seek business
combination(s) with entities having established operating histories, there
can be no assurance that the Company will be successful in locating
candidates meeting such criteria. In the event the Company completes a
business combination, of which there can be no assurance, the success of
the Company's operations may be dependent upon management of the successor
firm or venture partner firm and numerous other factors beyond the
Company's control.
STATE BLUE SKY REGISTRATION; RESTRICTED RESALES OF THE SECURITIES
Transferability of the shares of Common Stock of the Company is very
limited because a significant number of states have enacted regulations
pursuant to their securities or so-called "blue sky" laws restricting or,
in many instances, prohibiting, the initial sale and subsequent resale of
securities of "blank check" companies such as the Company within that
state. In addition, many states, while not specifically prohibiting or
restricting "blank check" companies, would not register the securities of
the Company for sale or resale in their states. Because of these
regulations, the Company currently has no plan to register any securities
of the Company with any state. To ensure that any state laws are not
violated through the reales of the securities of the Company, the Company
will refuse to register the transfer of any securities of the Company, to
residents of any state, which prohibit such resale or if no exemption is
available for such resale. It is not anticipated that a secondary trading
market for the Company's securities will develop in any state until
subsequent to consummation of a Business Combination, if at all.
SCARCITY OF AND COMPETITION FOR BUSINESS OPPORTUNITIES AND
COMBINATIONS. The Company is and will continue to be an insignificant
participant in the business of seeking mergers with, joint ventures with
and acquisitions of small private and public entities. A large number
of established and well-financed entities, including venture capital firms,
are active in mergers and acquisitions of companies which may be desirable
target candidates for the Company. Nearly all such entities have
significantly greater financial resources, technical expertise and
managerial capabilities than the Company and, consequently, the Company
will be at a competitive disadvantage in identifying possible business
opportunities and successfully completing a business combination.
Moreover, the Company will also compete in seeking merger or acquisition
candidates with numerous other small public companies.
<PAGE>
NO AGREEMENT FOR BUSINESS COMBINATION OR OTHER TRANSACTION - NO
STANDARDS FOR BUSINESS COMBINATION. The Company has no arrangement,
agreement or understanding with respect to engaging in a merger with,
joint venture with or acquisition of, a private or public entity. There
can be no assurance the Company will be successful in identifying and
evaluating suitable business opportunities or in concluding a business
combination. Management has not identified any particular industry or
specific business within an industry for evaluation by the Company.
There is no assurance the Company will be able to negotiate a business
combination on terms favorable to the Company. The Company has not
established a specific length of operating history or a specified level
of earnings, assets, net worth or other criteria which it will require
a target business opportunity to have achieved, and without which the
Company would not consider a business combination in any form with such
business opportunity. Accordingly, the Company may enter into a
business combination with a business opportunity having no significant
operating history, losses, limited or no potential for earnings,
limited assets, negative net worth or other negative characteristics.
LACK OF MARKET RESEARCH OR MARKETING ORGANIZATION. The Company
has neither conducted, nor have others made available to it, results of
market research indicating that market demand exists for the
transactions contemplated by the Company. Moreover, the Company does
not have, and does not plan to establish, a marketing organization.
Even in the event demand is identified for a merger or acquisition
contemplated by the Company, there is no assurance the Company will be
successful in completing any such business combination.
LACK OF DIVERSIFICATION. The Company's proposed operations, even
if successful, will in all likelihood result in the Company engaging in
a business combination with a business opportunity. Consequently, the
Company's activities may be limited to those engaged in by business
opportunities which the Company merges with or acquires. The Company's
inability to diversify its activities into a number of areas may subject
the Company to economic fluctuations within a particular business or
industry and therefore increase the risks associated with the Company's
operations.
REGULATION. Although the Company will be subject to regulation
under the Securities Exchange Act of 1934, management believes the Company
will not be subject to regulation under the Investment Company Act of
1940, insofar as the Company will not be engaged in the business of
investing or trading in securities. In the event the Company engages in
business combinations which result in the Company holding passive
investment interests in a number of entities, the Company could be
subject to regulation under the Investment Company Act of 1940. In such
event, the Company would be required to register as an investment
company and could be expected to incur significant registration and
compliance costs. The Company has obtained no formal determination from
the Securities and Exchange Commission as to the status of the Company
under the Investment Company Act of 1940 and, consequently, any violation
of such Act would subject the Company to material adverse consequences.
<PAGE>
POTENTIAL REDUCTION OF PERCENTAGE SHARE OWNERSHIP FOLLOWING
BUSINESS COMBINATION. The Company's primary plan of operation is based
upon a business combination with a private concern which, depanding on
the terms of merger or acquisition, may result in the Company issuing
securities to shareholders of any such private company. The issuance
of previously authorized and unissued Common Shares of the Company would
result in reduction in percentage of shares owned by present and
prospective shareholders of the Company and may result in a change in
control or management of the Company.
DISADVANTAGES OF BLANK CHECK OFFERING. The Company may enter into
a business combination with an entity that desires to establish a public
trading market for its shares. A business opportunity may attempt to
avoid what it deems to be adverse consequences of undertaking its own
public offering by seeking a business combination with the Company.
Such consequences may include, but are not limited to, time delays of
the registration process, significant expenses to be incurred in such
an offering, loss of voting control to public shareholders and the
inability or unwillingness to comply with various federal and state
laws enacted for the protection of investors.
TAXATION. Federal and state tax consequences will, in all
likelihood, be major considerations in any business combination the
Company may undertake. Currently, such transactions may be structured
so as to result in tax-free treatment to both companies, pursuant to
various federal and state tax provisions. The Company intends to
structure any business combination so as to minimize the federal and
state tax consequences to both the Company and the target entity;
however, there can be no assurance that such business combination will
meet the statutory requirements of a tax-free reorganization or that
the parties will obtain the intended tax-free treatment upon a transfer
of stock or assets. A non-qualifying reorganization could result in
the imposition of both federal and state taxes which may have an
adverse effect on both parties to the transaction.
REQUIREMENT OF AUDITED FINANCIAL STATEMENTS MAY DISQUALIFY
BUSINESS OPPORTUNITIES. Section 13 and 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act"), require companies subject
thereto to provide certain information about significant acquisitions,
including certified financial statements for the company acquired,
covering one, two or three years, depending on the relative size of the
acquisition. The time and additional costs that may be incurred by some
target entities to prepare such statements may preclude consummation of
an otherwise desirable acquisition by the Company. Acquisition prospects
that do not have or are unable to obtain the required audited financial
statements may not be appropriate for acquisition so long as the
reporting requirements of the 1934 Act are applicable.
<PAGE>
VIII. MISCELLANEOUS
7.1 Any notice or other communication give hereunder shall be deemed
sufficient if in writing and sent by registered or certified mail,
return receipt requested, addressed to the Company at MAS Acquisiton
VI Corp., c/o Aaron Tsai, President, at 1710 E. Division St., Evansville,
IN 47711, and to the Subscriber at his address indicated on the last
page of this Agreement. Notices shall be deemed to have been given on
the date of mailing, except notices of change of address, which shall be
deemed to have been given when received.
7.2 This Agreement shall not be changed, modified, or amended except by
a writing signed by the parties to be charged, and this Agreement may
not be discharged except by performance in accordance with its terms or
by a writing signed by the party to be charged.
7.3 This Agreement shall be binding upon and inure to the benefit of
the parties hereto and to their respective heirs, legal representatives,
successors and assigns. This Agreement set forth the entire agreement
and understanding between the parties as to the subject matter thereof
and merges and supersedes all prior discussions, agreements and
understandings of any and every nature among them.
7.4 This Agreement and its validity, construction and performance shall
be governed in all respects by the laws of the State of Indiana.
7.5 This Agreement may be executed in counterparts. Upon the execution
and delivery of this Agreement by the Subscriber, this Agreement shall
become a binding obligation of the Subscriber with respect to the
purchase of the Shares as herein provided.
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the day and year first written above.
MAS Acquisition VI Corp.
/s/ Aaron Tsai
By:_____________________
Aaron Tsai, President
2-1-1999
Date:____________________
<PAGE>
Please register the Shares which I am purchasing as follows:
Name: Sir Michael Bromley, K.B.E.
----------------------------
as (check one):
_X_Individual ___Tenants-in Common ___Existing Partnership
___Joint Tenants ___Corporation ___Trust
___Minor with adult custodian under the Uniform Gift to Minors Act
For the person(s) who will be registered shareholder(s):
Sir Michael Bromley, K.B.E. 6,850,000
___________________________ _______________________________
Name Number of Shares Subscribed for
at $0.0015 per Share
P.O. Box 557
___________________________
Address
Goroka Paupua New Guinea N/A
___________________________ _______________________________
City State Zip Social Security or Taxpayer ID
/s/ Michael Bromley 2-1-1999
___________________________ _______________________________
Signature Date
<PAGE>
EXHIBIT 2.1
STOCK EXCHANGE AGREEMENT
THIS AGREEMENT is made this 8th day of March, 1999, by and between
MAS Acquisition VI Corp., an Indiana corporation ("MAS") and CoalCorp Pty. Ltd,
an Australia corporation ("Coal").
WITNESSETH:
WHEREAS, the total authorized capital stock of Coal consists of
26,431,759 shares of common stock, which can be divided into Class A Common
Stock, par value $1.00 per share, of which 23,000,000 shares are issued and
outstanding and Class B Common Stock, par value $1.00 per share, of which
3,431,759 shares are issued and outstanding (Class A and Class B Common Stock
hereinafter collectively referred to as the "Coal Shares"); and
WHEREAS, MAS desires to acquire all of the issued and outstanding
capital stock of Coal, or 26,431,759 shares of Common Stock ("Coal Shares") for
1,468,431 shares of common stock of MAS ("MAS Shares") by exchanging one
MAS Share for each 18 Coal Shares; and
WHEREAS, in reliance on and subject to the terms and conditions,
representations, warranties, covenants and agreements herein contained, Coal
desires to sell the Coal Shares to MAS, and MAS desires to purchase the
Coal Shares in a stock for stock exchange.
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, and for other good and value consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. PURCHASE AND SALE.
Section 1.1 AGREEMENT TO PURCHASE AND EXCHANGE. In reliance on and
subject to the terms, conditions, representations, warranties, covenants and
agreements herein contained, Coal shall assign, transfer and convey unto MAS,
and MAS shall purchase all of the Coal Shares in a tax free reorganization.
Section 1.2 PURCHASE PRICE. The aggregate purchase price for the Coal
Shares (the "Purchase Price") shall be 1,468,431 MAS Shares.
Section 1.3 CLOSING. The closing of the transaction contemplated in
this Agreement (the "Closing") shall take place at the offices of MAS
Acquisition VI Corp., 1710 E. Division St., Evansville, Indiana 47711 on 3-8,
1999, or at such other date, time or place as shall be mutually acceptable to
the parties (the "Closing Date").
Section 1.4 TRANSACTIONS AND DOCUMENTS AT AND AFTER CLOSING.
(a) At the Closing, Coal shall deliver to MAS certificates
representing 26,431,759 shares of Coal, duly endorsed for transfer.
(b) At the Closing, MAS shall deliver to Coal the 1,468,431
MAS Shares common stock representing the Purchase Price for the Coal Shares,
calculated as set forth hereinabove, and bearing an appropriate legend
restricting transfer except as permitted under Rule 144 of the Securities Act of
1933, as amended.
<PAGE>
(c) From time to time and at any time, at MAS's request,
whether on or after the Closing Date, and without further consideration, Coal
shall, at its own expense except as otherwise provided in this Agreement,
execute and deliver such further documents and instruments of conveyance
and transfer and shall take such further actions as may be necessary or
convenient, in the reasonable opinion of MAS, to transfer and convey to
MAS, all of its right, title and interest in and to the Coal Shares, free and
clear of any lien or adverse claim.
(d) From time to time and at any time, at Coal's request, whether on or
after the Closing Date, and without further consideration, MAS shall, at its
own expense except as otherwise provided in this Agreement, execute and deliver
such further documents and instruments of conveyance and transfer and shall take
such further actions as may be necessary or convenient in the reasonable opinion
of Coal, to transfer and convey to Coal, all of its right, title and interest in
and to the MAS Shares free and clear of any lien or adverse claim.
2. ADDITIONAL AGREEMENTS.
Section 2.1 MAS'S ACCESS AND INSPECTION. Coal has allowed and shall
allow MAS and its authorized representatives full access during normal
business hours from and after the date hereof and prior to the Closing Date to
all of Coal's properties, books, contracts, commitments and records for the
purpose of making such investigation as MAS may desire, and Coal shall
furnish MAS such information concerning Coal's affairs as MAS may
request. Coal has caused and shall cause Coal's personnel to assist MAS in
making such investigation and shall cause the counsel, accountants, engineers
and other non-employee representatives of Coal to be reasonably available to
MAS for such purposes.
Section 2.2 Coal'S ACCESS AND INSPECTION. MAS shall allow Coal and its
authorized representatives access during normal business hours from and after
the date hereof and prior to the Closing Date to such of MAS's properties,
books, contracts, commitments and records as Coal may reasonably request for the
purpose of determining the financial condition of MAS. MAS shall cause
MAS's personnel to assist Coal in making such investigation and shall cause
the counsel, accountants, engineers and other non-employee representatives of
MAS to be reasonably available to Coal for such purposes.
Section 2.3 COOPERATION. The parties shall cooperate fully with each other
and with their representatives, counsel and accountants in connection with any
steps required to be taken as part of their respective obligations under this
Agreement, and will use their best efforts to consummate the transactions
contemplated hereby and fulfill their obligations hereunder.
Section 2.4 EXPENSES. All of the expenses incurred by MAS in
connection with the authorization, preparation, execution and performance of
this Agreement by MAS, including without limitation all fees and expenses of
agents, representatives, counsel and accountants for MAS, shall be paid by
MAS. All expenses incurred by Coal in connection with the authorization,
preparation, execution and performance of this Agreement, including without
limitation all fees and expenses of agents, representatives, counsel and
accountants, shall be paid by Coal.
Section 2.5 BROKERS. Each party hereto jointly and severally represents
and warrants that no broker or finder has acted on its behalf in connection with
this Agreement or the transactions contemplated herein and each party shall
indemnify the other and save it harmless from any claim or demand for commission
or other compensation by any broker, finder or similar agent claiming to have
been employed by or on behalf of such party.
<PAGE>
3. REPRESENTATIONS AND WARRANTIES OF Coal.
Coal represents, covenants and warrants to MAS as follows:
Section 3.1 CORPORATE EXISTENCE/STANDING/AUTHORITY. Coal is a corporation
duly organized, validly existing and in good standing under the laws of
Australia and has the corporate power and authority to own, operate and lease
its respective properties, to carry on its business as now being conducted,
and to enter into this Agreement and to carry out the transactions contemplated
hereby. Coal is duly qualified to do business and is in good standing in each
jurisdiction where the failure to qualify would have a material adverse affect
on it. Coal has delivered to MAS or its counsel true and correct copies of
the articles of incorporation and by-laws of Coal, together with any amendments
thereto.
Section 3.2 SHARES OF STOCK. All issued and outstanding shares of capital
stock of Coal have been duly authorized and validly issued and are fully paid
and nonassessable. There is no subscription, option, warrant, call, right,
contract, commitment, understanding or arrangement relating to the issuance,
sale or transfer by Coal of any shares of its capital stock, including any
right of conversion or exchange under any outstanding security or other
instrument.
Section 3.3 AUTHORITY. Coal has the full right and authority to enter into
and fully perform this Agreement and all other agreements and documents to be
delivered to MAS in connection herewith. All actions required to be taken by
Coal to authorize the execution, delivery and performance of this Agreement and
all other agreements and documents to be delivered in connection herewith have
been or will by the Closing Date be properly taken. This Agreement constitutes
the valid and binding obligation of Coal. Neither the execution and delivery of
this Agreement and all other ageements and documents executed in connection
herewith nor the consummation of the transactions contemplated hereby nor the
performance of this Agreement and all other agreements and documents executed in
connection herewith will (1) conflict with or result in a breach of any
provision of the certificate of incorporation or by-laws of Coal, (2) violate,
conflict with, or result in a breach of any provision of, or constitute a
default (or an event which, with notice or lapse of time or both, would
constitute a default) under, or result in the termination or in a right of
termination or cancellation of, or accelerate the performance or the payment of
money required by, or result in the creation of any lien, security interest,
charge or encumbrance upon any of Coal's properties under any of the terms,
conditions or provisions of any loan agreement, note, bond, mortgage, indenture,
lease, agreement or other instrument or commitment to which Coal is a party, or
by which Coal or its properties may be bound or affected or (3) violate any
order, writ, injunction, decree, judgment, or ruling of any court or
governmental authority specifically applicable to Coal or any of its properties.
Section 3.4 NO VIOLATION. Except as set forth on Schedule 3.4, to the best
knowledge of Coal, Coal has complied with all rules, regulations, codes and laws
affecting its business and operations and is not in default under, or in
violation of, any provision of any federal, state or local rule, regulation,
code or law nor has Coal been given notice of any such default or violation.
Section 3.5 LICENSES AND RIGHTS. Coal possesses all franchises, easements,
licenses, permits and other authorizations from governmental or regulatory
authorities and from all other persons or entities that are necessary to permit
it to engage in its business as presently conducted in and at all locations and
places where it is presently operating. Such franchises, licenses, permits and
other authorizations are set forth on Schedule 3.5.
<PAGE>
Section 3.6 CONSENTS. Except as set forth on Schedule 3.6 hereto, no
approval or consent of any person, firm or other entity or body is required to
be obtained by Coal for the authorization of this Agreement or the consummation
by Coal of the transactions contemplated hereby.
Section 3.7 NO DEFAULTS. Except as set forth on Schedule 3.7, to the best
knowledge of Coal, no default (or event which with the passage of time or the
giving of notice or both would become a default) exists or is alleged to exist
with respect to the performance of any obligation of Coal under the terms of any
indenture, license, mortgage, deed of trust, lease, note, guaranty or other
contract or instrument, including, but not limited to, any contract set forth on
Schedule 3.17, to which Coal is a party or to which its assets are subject, or
by which it is otherwise bound, and no such default or event exists or is
alleged to exist with respect to the performance of any obligation of any other
party thereto.
Section 3.8 FINANCIAL STATEMENTS. MAS has been or will be furnished
with the audited financial statements (the "Financial Statements"). The
Financial Statements were prepared in accordance with generally accepted
accounting principles and present fairly and accurately the information set
forth therein.
Section 3.9 ABSENCE OF CERTAIN CHANGES. Except as set forth on Schedule
3.9 hereto, since December 31, 1998, Coal has actively conducted its business
in the ordinary and regular course. Since that date, there has not been any
material adverse change in the condition (financial or otherwise), results of
operations, assets, liabilities, properties, business or prospects of Coal nor
is any event threatened which would cause such an adverse change, nor has there
occurred any event or governmental regulation or order restricting the business
of Coal.
Section 3.10 FACILITIES AND EQUIPMENT. The personal property owned or
leased by Coal at its facility for the operation of, or used in, its business
is in its possession or under its control and is adequate for the operation of
such business as presently conducted.
Section 3.11 TITLE TO ASSETS. Except as set forth on Schedule 3.11 or in
the Financial Statements, Coal has good, valid and marketable title to all of
its real property and leasehold estates and good and valid title to all of its
other assets (tangible and intangible), including, but not limited to, all
leasehold improvements and equipment and all other properties and assets
reflected or required to be reflected in the Financial Statements and all
properties and assets purchased or leased by it since the dates of such
Financial Statements (except for properties and assets so reflected or required
to be reflected which have been sold or otherwise disposed of in the ordinary
course of business), subject to no liens, pledges, encumbrances, mortgages,
security interests, charges or other similar restrictions of any nature
whatsoever. Except as set forth on Schedule 3.11, Coal enjoys peaceful and
quiet possession of its properties and assets pursuant to or by all of the
deeds, bills of sale, leases, licenses and other agreements under which it is
operating its business.
Section 3.12 ABSENCE OF UNDISCLOSED LIABILITIES. Coal does not have any
material liabilities or obligations, either accrued or unaccrued, fixed or
contingent, which have not been reflected in the Financial Statements or set
forth on Schedule 3.12 hereof.
Section 3.13 LITIGATION. Schedule 3.13 hereof sets forth a list of all
administrative or judicial proceedings to which Coal is a party. Except as set
forth on Schedule 3.13, there is no action, suit, claim, demand, arbitration or
other proceeding, administrative or judicial, pending or, to the best knowledge
of Coal, threatened against or relating to Coal which, if adversely determined
or resolved, would materially and adversely affect the financial condition,
results of operations, business or prospects of Coal.
<PAGE>
Section 3.14 PATENTS AND TRADEMARKS.
(a) Except as set forth on Schedule 3.14(a), Coal does not own, or
operate under, any patent, trademark or service mark or any applications
therefor. All trade names (including those whose use is limited to one or more
states of the United States) owned or used by Coal are listed on Schedule 3.14
hereof and, to the extent indicated therein, have been duly registered with
the states of the United States or the corresponding offices of other
countries. Except as set forth on Schedule 3.14, Coal is the sole and exclusive
owner of, or has the sole and exclusive power with respect to, or has the sole
and exclusive right to use, the trade names specified on Schedule 3.14.
(b) Except as set forth on Schedule 3.14(b) hereof, Coal has not ever
been charged with infringement or violation of any adversely held trademark,
trade name or copyright.
(c) Except as set forth on Schedules 3.14(a) and 3.14(b), there no
claims or demands of any other person, firm or corporation pertaining to the
trade names, copyright registrations or pending copyright registration
applications, as the case may be, listed on such schedules, and no proceedings
have been instituted which challenge the right of Coal in respect thereof.
Section 3.15 EMPLOYEE BENEFITS.
(a) Schedule 3.15 hereof contains a list of (i) each pension,
profit sharing, bonus, deferred compensation, or other retirement plan or
arrangement for the benefit of any employee or group of employees of Coal or any
independent contractors or group of independent contractor of Coal, (ii) each
medical, health, disability, insurance or other plan or arrangement of Coal, and
(iii) each employee stock option plan or other plan providing for the purchase
of shares of capital stock of Coal. All of such plans and arrangements of Coal
are referred to herein as the "employee benefit plans".
(b) The amounts reflected in the Financial Statements as liabilities or
contingent liabilities with respect to employee benefit plans have been
calculated In accordance and compliance with applicable law, including
accounting principles relating thereto.
(c) All of the employee benefit plans maintained by Coal (and each
funding medium which may be attendant thereto) are in compliance with applicable
law and all reporting and disclosure requirements under applicable laws and
regulations, and have been administered and operated in accordance with their
respective provisions and applicable law. There are no actions, suits or claims
(other than routine claims for benefits) pending with respect to the employee
benefit plans.
(d) Coal has filed, published and disseminated all reports, documents,
statements and communications which are required to be filed, published or
disseminated under applicable law and the rules and regulations promulgated
thereunder relating to, and have timely made all modifications and amendments
to, the employee benefit plans.
Section 3,16 TAXES AND TAX RETURNS. Coal has duly filed all income,
franchises and other tax returns and reports required to be filed by it and has
duly paid or made provisions for the payment of all taxes (including any
interest or penalties) which are due and payable pursuant to such returns. Coal
has withheld proper and accurate amounts from their employees' compensation in
subtantial compliance with all withholding and similar provisions of applicable
law. There are and will hereafter be no tax deficiencies (including penalties
and interest) of any kind assessed against Coal with respect to any period
ending on or before the Closing Date.
<PAGE>
Section 3.17 CONTRACTS. Coal has heretofore furnished to MAS or its
counsel true and complete copies of each document, and a written description of
each oral contact, set forth on Schedule 3.17 hereof. Schedule 3.17 is a true
and complete list of all contracts, understandings, commitments, arrangements
and agreements of the following types, including all amendments thereto to which
Coal is a party:
(a) Contracts relating to equipment purchases, or series of similar
equipment purchases from the same supplier, involving an expenditure of, or if
in a series, expenditures in the aggregate of, more than twenty-five thousand
dollars ($25,000);
(b) Bonus, incentive, pension, profit-sharing, hospitalization,
insurance, deferred compensation, retirement, stock option or stock purchase
plans or similar plans providing employee benefits;
(c) Factoring, loan, note, financing or similar contracts with any
lenders or guarantees of undertakings to answer for the debts or defaults of
another, or any contracts encumbering title to any properties, involving in each
case, or if in a series involving the same lender, guarantor or property, as the
case may be, In the aggregate, at least twenty-five thousand dollars ($25,000);
(d) contracts for the acquisition or disposition of a business or
substantially all of the property, assets or capital stock or other securities
of a business or company under which there are continuing or unperformed
obligations on the part of any of the parties hereto, which contracts in each
case involve at least twenty-five thousand dollars ($25,000);
(e) Conditional sales contracts, leases of personal property or
contracts for the purchase or sale of real or personal property, involving in
each case at least twenty-five thousand dollars ($25,000);
(f) Management or consulting contracts, involving in each case, or
with respect to any individual in the aggregate, at least twenty-five thousand
dollars ($25,000);
(g) Contracts for the furnishing of services or products to or by Coal,
involving an expenditure in each case of at least twenty-five thousand dollars
($25,000);
(h) Royalty or licensing contracts or contracts requiring simliar
payments to unrelated parties individually, or with respect to any unrelated
party in the aggregate, involving or which reasonably may in the future involve
an amount in excess of twenty-five thousand dollars ($25,000) annually;
(i) All employment agreements between Coal and any of its employees;
and
(j) All agreements, contracts and commitments not listed on any other
schedule hereto which individually involve the payment of twenty-five thousand
dollars ($25,000) or more.
Except as set forth on Schedule 3.17, all such contracts,
understandings, commitments, arrangements and agreements are in full force and
effect.
Section 3.18 COLLECTIVE BARGAINING AGREEMENTS. Schedule 3.18 hereof is
a list of all collective bargaining agreements with any labor organization to
which Coal is a party. The relations of Coal with its employees are good and
there are no impending labor difficulties.
<PAGE>
Section 3.19 INSURANCE. Coal is insured by insurers unaffiliated with
Coal or Coal with respect to its properties and the conduct of its business in
such amounts and against such risks as are generally and prudently maintained
for comparable businesses and consistent with its past practice
Section 3.20 REAL PROPERTY.
(a) Schedule 3.20 hereof sets forth a true and complete list of (i) all
real property owned by Coal and (ii) all real property leases to which Coal is a
party. Coal has heretofore furnished to MAS or its counsel true and complete
copies of each written contract and a written description of each oral contract
relating to the list set forth on Schedule 3.20.
(b) With respect to the leases described on Schedule 3.20, except as
setforth on Schedule 3.20;
(i) "All such leases are in writing and duly executed, and, where
required, witnessed, acknowledged and recorded to make them valid and binding
and in full force and effect for the full term thereof, and none have been
modified;
(ii) The rental set forth in each such lease is the actual rental
being paid, and there are no separate agreements or understandings with respect
to the same not set forth in Schedule 3.20;
(iii) The lessee under each such lease has the full right to
exercise any renewal option contained therein and upon due exercise will be
entitled to enjoy the use of the premises for the full term of such renewal
option;
(iv) Upon performance by the lessee of the terms of each such
lease, the lessee has the full right to enjoy the use of the premises demised
thereunder for the full term thereof; and
(v) Except as set forth on Schedule 3.20, all security deposits
required by such leases have been made and no forfeiture with respect thereto
claimed in whole or in part, by any of the lessors.
Section 3.21 MATERIAL MISSTATEMENTS OR OMISSIONS. No representations or
warranties made by Coal under this Agreement or in any certificate, schedule or
other document furnished to be furnished to MAS or its counsel pursuant
hereto, or in connection with the transactions contemplated by this Agreement,
contains or will contain any untrue statement of a material fact, or omits or
will omit to state a material fact necessary to make the statements of fact
contained therein not misleading.
4. REPRESENTATIONS AND WARRANTIES OF MAS.
MAS represents, covenants and warrants to Coal as follows:
Section 4.1 CORPORATE EXISTENCE/STANDING/AUTHORITY. MAS is a
corporation duly organized, validly existing and in good standing under the laws
of Indiana and has the corporate power and authority to own, operate and lease
its respective properties, to carry on its business as now being conducted, and
to enter into this Agreement and to carry out the transactions contemplated
hereby. MAS is duly qualified to do business and is in good standing in each
jurisdiction were the failure to qualify would have a material adverse affect on
it. MAS has delivered to Coal or its counsel true and correct copies of the
articles of incorporation and by-laws of MAS, together with any amendments
thereto.
<PAGE>
Section 4.2 SHARES OF STOCK. MAS has authorized 80,000,000 shares of
common stock of which there are presently issued and outstanding 1,106,670
shares of common stock and 7,209,995 shares of common stock to be issued.
None of the 2,000,000 shares of preferred stock is issued and outstanding.
All issued and outstanding shares of capital stock of MAS have been duly
authorized and validly issued and are fully paid and nonassessable. There
is no subscription, option, warrant, call, right, contract commitment,
understanding or arrangement relating to the issuance, sale or transfer by
MAS of any shares of its capital stock, including any right of conversion
or exchange under any outstanding security or other instrument.
Section 4.3 - AUTHORITY. MAS has the full right and authority to enter
into and fully perform this Agreement and all other agreements and documents to
be delivered to Coal in connection herewith. All actions required to be taken
by MAS to authorize the execution, delivery and performance of this Agreement
and all other agreements and documents to be delivered in connection herewith
have been or will by the Closing Date be properly taken. This Agreement
constitutes the valid and binding obligation of MAS. Neither the execution
and delivery of this Agreement and all other agreements and documents executed
in connection herewith nor the consummation of the transactions contemplated
hereby nor the performance of this Agreement and all other agreements and
documents executed in connection herewith will (1) conflict with or result in a
breach of any provision of the certificate of incorporation or by-laws of
MAS, (2) violate, conflict with, or result in a breach of any provision of,
or constitute a default (or an event which, with notice or lapse of time or
both, would constitute a default) under, or result in the termination or in a
right of termination or cancellation of, or accelerate the performance or the
payment of money required by, or result in the creation of any lien, security
interest, charge or encumbrance upon any of MAS's properties under any of
the terms, conditions or provisions of any loan agreement, note, bond, mortgage,
indenture, lease, agreement or other instrument or commitment to which MAS
is a party, or by which MAS or its properties may be bound or affected or
(3) violate any order,' writ, injunction, decree, judgment, or ruling of any
court or governmental authority specifically applicable to MAS or any of its
properties.
Section 4.4 NO VIOLATION. Except as set forth on Schedule 4.4, to the best
knowledge of MAS, MAS has complied with all rules, regulations, codes
and laws affecting its business and operations and is not in default under, or
in violation of, any provision of any federal state or local rule, regulation,
code or law nor has MAS been given notice of any such default or violation.
Section 4.5 LICENSES AND RIGHTS. MAS possesses all franchises,
easements, licenses, permits and other authorizations from governmental or
regulatory authorities and from all other persons or entities that are necessary
to permit it to engage in its business as presently conducted in and at all
locations and places where it is presently operating. Such franchises, licenses,
permits and other authorizations are set forth on Schedule 4.5.
Section 4.6 CONSENTS. Except as set forth on Schedule 4.8 hereto, no
approval or consent of any person, firm or other entity or body is required to
be obtained by MAS for the authorization of this Agreement or the
consummation by MAS of the transactions contemplated hereby.
Section 4.7 NO DEFAULTS. Except as set forth on Schedule 4.7, to the best
knowledge of MAS, no default (or event which with the passage of time or the
giving of notice or both would become a default) exists or is alleged to exist
with respect to the performance of any obligation of MAS under the terms of
any indenture, license, mortgage, deed of trust, lease, note, guaranty or other
contract or instrument, including, but not limited to, any contract set forth on
Schedule 4.17, to which MAS is a party or to which its assets are subject,
or by which it is otherwise bound, and no such default or event exists or is
alleged to exist with respect to the performance of any obligation of any other
party thereto.
<PAGE>
Section 4.8 FINANCIAL STATEMENTS. Coal has been or will be furnished with
audited financial statements of MAS for the year ended December 31, 1998,
(the "Financial Statements"). The Financial Statements were prepared in
accordance with generally accepted accounting principles applied on a basis
consistent with prior periods and as of their date of issuance were or will be
true, correct and complete all material respects and present fairly and
accurately the information set forth therein.
Section 4.9 ABSENCE OF CERTAIN CHANGES. Except as set forth on Schedule
4.9 hereto, since December 31. 1998, MAS has actively conducted its business
in the ordinary and regular course. Since that date, there has not been any
material adverse change in the condition (financial or otherwise), results of
operations, assets, liabilities, properties, business or prospects of MAS nor
is any event threatened which would cause such an adverse change, nor has there
occurred any event or governmental regulation or order restricting the business
of MAS.
Section 4.10 FACILITIES AND EQUIPMENT. MAS does not own any personal
property owned or leased any facility for its operation.
Section 4.11 TITLE TO ASSETS. MAS does not own any tangible property.
Section 4.12 ABSENCE OF UNDISCLOSED LIABILITIES. MAS does not have
any material liabilities or obligations, either accrued or unaccrued, fixed or
contingent, which have not been reflected in the Financial Statements or set
forth on Schedule 4.12 hereof, or which exceed in the aggregate $5,000.
Section 4.13 LITIGATION. Schedule 4.13 hereof sets forth a list of all
administrative or judicial proceedings to which MAS is a party. Except as
set forth on Schedule 4.13, there is no action, suit, claim, demand, arbitration
or other proceeding, administrative or judicial, pending or, to the best
knowledge of MAS, threatened against or relating to MAS which, if adversely
determined or resolved, would materially and adversely affect the financial
condition, results of operations, business or prospects of MAS.
Section 4.14 PATENTS AND TRADEMARKS.
(a) Except as set forth on Schedule 4.14(a), MAS does not own, or
operate under, any patent, trademark or service mark or any applications
therefor. All trade names (including those whose use is limited to one or more
states of the United States) owned or used by MAS are listed on Schedule
4.14 hereof and, to the extent indicated therein, have been duly registered with
the states of the United States or the corresponding offices of other countries.
Except as set forth on Schedule 4.14, MAS is the sole and exclusive owner
of, or has the sole and exclusive power with respect to, or has the sole and
exclusive right to use, the trade names specified on Schedule 4.14.
(b) Except as set forth on Schedule 4.14(b) hereof, MAS has not
ever been charged with infringement or violation of any adversely held
trademark, trade name or copyright.
(c) Except as set forth on Schedules 4.14(a) and 4.14(b), there are no
claims or demands of any other person, firm or corporation pertaining to the
trade names, copyright registrations or pending copyright registration
applications, as the case may be, listed on such schedules, and no proceedings
have been instituted which challenge the right of MAS in respect thereof.
<PAGE>
Section 4.15 EMPLOYEE BENEFITS.
(a) Schedule 4.15 hereof contains a list of (i) each pension, profit
sharing, bonus, deferred compensation, or other retirement plan or arrangement
for the benefit of any employee or group of employees of MAS or any
independent contractors or group of independent contractor of MAS, (ii) each
medical, health, disability, insurance or other plan or arrangement of MAS,
and (iii) each employee stock option plan or other plan providing for the
purchase of shares of capital stock of MAS. All of such plans and
arrangements of MAS are referred to herein as the "employee benefit plans".
(b) The amounts reflected in the Financial Statements as liabilities or
contingent liabilities with respect to employee benefit plans have been
calculated in accordance and compliance with applicable law, including
accounting principles relating thereto.
(c) All of the employee benefit plans maintained by MAS (and each
funding medium which may be attendant thereto) are in compliance with applicable
law and all reporting and disclosure requirements under applicable laws and
regulations, and have been administered and operated in accordance with their
respective provisions and applicable law. There are no actions, suits or claims
(other than routine claims for benefits) pending with respect to the employee
benefit plans.
(d) MAS has filed, published and disseminated all reports,
documents, statements and communications which are required to be filed,
published or disseminated under applicable law and the rules and regulations
promulgated thereunder relating to, and have timely made all modifications and
amendments to, the employee benefit plans.
Section 4.16 TAXES AND TAX RETURNS. MAS has duly filed all income,
franchise and other tax returns and reports required to be filed by it and has
duly paid or made provision for the payment of all taxes (including any interest
or penalties) which are due and payable pursuant to such returns. MAS has
withheld proper and accurate amounts from their employees' compensation in
substantial compliance with all withholding and similar provisions of applicable
law. There are and will hereafter be no tax deficiencies (including penalties
and interest) of any kind assessed against MAS with respect to any period
ending on or before the Closing Date.
Section 4.17 CONTRACTS. MAS has heretofore furnished to Coal or its
counsel true and complete copies of each document, and a written description of
each oral contact, set forth on Schedule 4.17 hereof. Schedule 4.17 is a true
and complete list of all contracts, understandings, commitments, arrangements
and agreements of the following types, including all amendments thereto to which
MAS is a party:
(a) Contracts relating to equipment purchases, or series of similar
equipment purchases from the same supplier, involving an expenditure of, or if
in a series, expenditures in the aggregate of, more than $25,000;
(b) Bonus, incentive, pension, profit-sharing, hospitalization,
insurance, deferred compensation, retirement, stock option or stock purchase
plans or similar plans providing employee benefits;
<PAGE<
(c) Factoring, loan, note, financing or similar contracts with any
lenders or guarantees of undertakings to answer for the debts or defaults of
another, or any contracts encumbering title to any properties, involving in each
case, or if in a series involving the same lender, guarantor or property, as the
case may be, in the aggregate, at least $25,000;
(d) Contracts for the acquisition or disposition of a business or
substantially all of the property, assets or capital stock or other securities
of a business or company under which there are continuing or unperformed
obligations on the part of any of the parties hereto, which contracts in each
case involve at least $25,000;
(e) Conditional sales contracts, leases of personal property or
contracts for the purchase or sale of real or personal property, involving in
each case at least twenty-five thousand dollars ($25,000);
(f) Management or consulting contracts, involving in each case, or with
respect to any individual in the aggregate, at least twenty-five thousand
dollars ($25,000);
(g) Contracts for the furnishing of services or products to or by
MAS, involving an expenditure in each case of at least twenty-five thousand
dollars ($25,000);
(h) Royalty or licensing contracts or contracts requiring similar
payments to unrelated parties individually, or with respect to any unrelated
party in the aggregate, involving or which reasonably may in the future involve
an amount in excess of twenty-five thousand dollars ($25,000) annually;
(i) All employment agreements between MAS and any of its employees;
and
(j) All agreements, contracts and commitments not listed on any other
schedule hereto which individually involve the payment of twenty-five thousand
dollars ($25,000) or more.
Except as set forth on Schedule 4.17, all such contracts,
understandings, commitments, arrangements and agreements are in full force and
effect.
Section 4.18 COLLECTIVE BARGAINING AGREEMENTS Schedule 4.18 hereof is a
list of all collective bargaining agreements with any labor organization to
which MAS is a party. The relations of MAS with its employees are good
and there are no impending labor difficulties.
Section 4.19 INSURANCE. MAS is insured by insurers unaffiliated with
MAS or MAS with respect to its properties and the conduct of its
business in such amounts and against such risks as are generally and prudently
maintained for comparable businesses and consistent with its past practice.
Section 4.20 REAL PROPERTY.
(a) MAS does not own nor lease any real property.
Section 4.20 MATERIAL MISSTATEMENTS OR OMISSIONS. No
representations or warranties made by MAS under this Agreement or in any
certificate, schedule or other document furnished or to be furnished to Coal or
its counsel pursuant hereto, or in connection with the transactions contemplated
by this Agreement, contains or will contain any untrue statement of a material
fact, or omits or will omit to state a material fact necessary to make the
statements of fact contained therein not misleading.
<PAGE>
5. COVENANTS AND TRANSACTIONS PRIOR TO CLOSING
Section 5.1 CONDUCT AND TRANSACTIONS OF Coal PRIOR TO THE CLOSING. Between
the date of this Agreement and the Closing, the executive officers and board of
directors of Coal shall retain full control of the management and business
thereof. In order to assure protection and preservation of Coal's business as
well as Coal's performance of its obligations under and related to this
Agreement, Coal agrees that from the date of this Agreement up to and including
the Closing;
(a) Coal shall give MAS, its counsel, accountants, appraisers
and other representatives or experts retained by MAS full access on
reasonable notice to all the premises and books, records and personnel of Coal
during normal business hours and cause Coal to furnish to MAS such financial
and operating data and other information with respect to the business and
properties of Coal as MAS may from time to time reasonably request. In the
event of termination of this Agreement for any reason, MAS will return all
documents, work papers and other materials obtained from Coal or Coal and
will not further disclose to third parties any confidential information
obtained by it pursuant hereto.
(b) Coal shall use all reasonable efforts to (i) preserve intact
the present business organization and personnel of Coal, (ii) preserve the
present goodwill and advantageous relationships of Coal with all persons having
business dealings with Coal, and (iii) preserve and maintain in force all
licenses, certificates, leases, contracts, permits, registrations, franchises,
confidential trade names and copyrights, and applications for any of same,
bonds and other similar rights of Coal. Except as otherwise provided in this
Agreement, Coal shall refrain from entering into any new employment or
consulting agreements with any of its present officers, management personnel or
consultants, or any other employment or consulting agreement with any other
person, not terminable by Coal on less than thirty (30) days' notice. Coal shall
maintain in force all property, casualty, crime, life, directors, officers and
other forms of insurance and bonds which it presently carries and, except with
the written consent of MAS, no cancellation or assignment of existing
insurance coverage will be effected by Coal.
(c) MAS shall operate its business only in the usual, regular
and ordinary course and manner, and, except with the written consent of MAS,
shall refrain from (i) selling or agreeing to sell any capital stock, or (ii)
except in the ordinary course of business, encumbering or mortgaging any
property or assets or terminating or modifying any lease or incurring any
obligation (contingent or otherwise).
(d) Coal or Coal shall not discuss or negotiate with any third
party a possible sale of all or any part of the capital shares or assets of
Coal, nor provide any information to any third party with respect thereto,
other than such Information which is provided in the ordinary course of the
business operation of Coal to third parties, provided Coal has no reason to
believe that such information may be utilized to evaluate a possible sale of
the capital shares or assets of Coal.
(e) Coal will exert its best efforts to fulfill in a timely
manner all objectives and conditions to permit consummation of the
transactions as contemplated by this Agreement and execute and deliver to MAS
any and all documents necessary, in the reasonable opinion of its counsel, to
consummate the transactions contemplated by this Agreement.
<PAGE>
Section 5.2 CONDUCT BY MAS PRIOR TO CLOSING. Between the date
of this Agreement and the Closing Date, MAS shall use its best efforts to
fulfill in a timely manner all objectives and conditions to permit consummation
of the transactions as contemplated by this Agreement and execute and deliver to
Coal any and all documents necessary, in the reasonable opinion of its counsel,
to consummate the transactions contemplated by this Agreement.
6. CONDITIONS PRECEDENT TO OBLIGATIONS OF MAS
The obligations of MAS under this Agreement are, at its option,
subject to satisfaction of the following conditions at or prior to the Closing:
Section 6.1 REPRESENTATIONS OF Coal. The representations and
warranties of Coal set forth in this Agreement shall be true and complete in all
material respects on and as of the Closing to the same extent and with the same
force and effect as if made on such date, except as expressly provided to the
contrary in this Agreement.
Section 6.2 CONSENTS. All necessary approvals or consents shall have been
obtained from any and all federal departments and agencies and from all other
commissions, boards, agencies and from any other person, firm or entity whose
approval or consent is necessary to the consummation of the transactions
contemplated by this Agreement.
Section 6.3 PERFORMANCE BY Coal. Coal shall have duly performed all
obligations, covenants and agreements undertaken by them herein and complied
with all terms and conditions applicable to them hereunder to be performed and
complied with prior to the Closing.
Section 6.4 DOCUMENTS TO BE DELIVERED TO MAS. MAS shall have
received:
(a) A certificate, dated as of the Closing and executed by Coal
certifying as to the fulfillment of the matters contained in Sections 6.1, 6.2
and 6.3;
(b) True and complete copy of the certificates of incorporation
of Coal, certified by the Secretary of State of Australia or similar office of
competent jurisdiction, and of the by-laws of Coal, together with all
amendments thereto, certified by the Secretary of Coal;
(c) Good standing certificate for Coal, certified by the
Secretary of State of Australia or similar office of competent jurisdiction;
(d) Certificates representing 26,431,759 of the Coal Shares, duly
endorsed for transfer, and Coal shall have received the MAS Shares, duly
endorsed for transfer. All such shares shall be subject to Rule 144 legend.
Section 6.5 SUITS. No suit, action or other proceeding shall be threatened
or pending before any court or governmental agency in which it will be or it is
sought to restrain or prohibit or to obtain damages or other relief in
connection with this Agreement or the consummation of the transactions
contemplated by this Agreement or which is likely to materially and adversely
affect the financial condition, results of operations, business or prospects of
Coal.
<PAGE>
7. CONDITIONS PRECEDENT TO OBLIGATIONS OF Coal
The obligations of Coal under this Agreement are, at its option, subject
to satisfaction of the following conditions at or prior to the initial Closing:
Section 7.1 REPRESENTATIONS AND WARRANTIES. The representations and
warranties of MAS set forth in this Agreement shall be true and complete in
all material respects on and as of the Closing to the same extent and with the
same force and effect as if made on such date, except as affected by the
transactions contemplated by this Agreement.
Section 7.2 CONSENTS. All necessary approvals or consents shall have been
obtained from any and all federal departments and agencies and from all other
commissions, boards, agencies and from any other person, firm or entity whose
approval or consent is necessary to the consummation of the transactions
contemplated by this Agreement.
Section 7.3 PERFORMANCE BY MAS. MAS shall have duly performed all
obligations, covenants and agreements undertaken by it herein and complied with
all the terms and conditions applicable to them hereunder to be performed or
complied with prior to the Closing.
Section 7.4 DOCUMENTS TO BE DELIVERED TO Coal. Coal shall have received:
(a) certificate dated as of the Closing, and executed by an
officer of MAS, certifying as to the fulfillment of the matters contained in
Sections 7.1, 7.2 and 7.3;
(b) Certificates representing the MAS Shares, duly endorsed
for transfer, and MAS shall have received 1,468,431 of the Coal Shares, duly
endorsed for transfer.
(c) True and complete copies of the certificate of incorporation
of MAS and of the by-laws of MAS, together with all amendments thereto,
certified by the Secretary of MAS;
(d) True and correct copies of Minutes of the Board of Directors
authorizing the officers and the Company to consummate the transaction.
Section 7.5 SUITS. No suit, action or other proceeding shall be threatened
or pending before any court or governmental agency in which it will be or it is
sought to restrain or prohibit or to obtain damages or other relief in
connection with this Agreement or the consummation of the transactions
contemplated by this Agreement.
8. SURVIVAL OF REPRESENTATIONS AND WARRANTIES AND INDEMNIFICATION
Section 8.1 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. Notwithstanding
the closing of the transactions contemplated by this Agreement, or any
investigation made by or on behalf of Coal or MAS, the representations
and warranties of Coal or MAS contained in this Agreement or in any
certificate, schedule, chart, list, letter, compilation or other document
delivered pursuant hereto, shall survive the Closing for a period of one (1)
year; provided, however, that as to any breach of, or misstatement in, any such
representation or warranty as to which one party has given notice to the other
on or prior to the expiration of such one (1) year period, the same shall
continue to survive beyond said period, but only as to the matters contained in
such notice.
<PAGE>
Section 8.2 Coal's INDEMNIFICATION. Coal covenants and agrees to indemnify
and save harmless MAS and its directors, officers, employees and agents from
any and all costs, expenses, losses, damages and liabilities incurred or
suffered directly or directly by any of them (including reasonable legal fees
and costs) proximately resulting from or attributable to the breach of, or
misstatement in, any one or more of the representations or warranties of Coal
made in or pursuant to this Agreement.
Section 8.3 MAS'S INDEMNIFICATION. MAS covenants and agrees to
indemnify and save harmless Coal and its directors, officers, employees and
agents from any and all costs, expenses, losses, damages and liabilities
incurred or suffered by any of them (including reasonable legal fees and costs)
proximately resulting from or attributable to the breach of, or misstatement in,
any one or more of the representations or warranties of MAS made in or
pursuant to this Agreement.
Section 8.4 DEFENSE AGAINST ASSERTED CLAIMS. If any claim or assertion of
liability is made or asserted by a third party against a party indemnified
pursuant to this Article 8 ("Indemnified Party") based on any liability or
absence of right which, if established, would constitute a matter for which the
Indemnified Party would be entitled to indemnification by another party hereto
("the Indemnifying Party") the Indemnified Party shall with reasonable
promptness give to the Indemnifying Party written notice of the claim or
asserting of liability and request the Indemnifying Party to defend the same.
Failure to so notify the Indemnifying Party shall not relieve the Indemnifying
Party of any liability which the Indemnifying Party might have to the
Indemnified Party unless such failure materially prejudices the Indemnifying
Party's position. The Indemnifying Party shall have the right to defend against
such liability or assertion, in which event the Indemnifying Party shall give
written notice to the Indemnified Party of the acceptance of defense of such
claim and the identity of counsel selected by the Indemnifying Party with
respect to such matters. The Indemnified Party shall be entitled to participate
with the Indemnifying Party in such defense and also shall be entitled at its
option to employ separate counsel for such defense at the expense of the
Indemnified Party. In the event the Indemnifying Party does not accept the
defense of the matter as provided above or in the event that the Indemnifying
Party or its counsel fails to use reasonable care in maintaining such defense,
the Indemnified Party shall have the full right at its option to defend against
the liability or assertion and to employ counsel for such defense at the expense
of the Indemnifying Party. All parties hereto will cooperate with each other in
the defense of any such action and the relevant records of each shall be
available to the others with respect to such defense.
9. POST-CLOSING MATTERS
9.1 PERFORMANCE PONDS. Coal shall maintain in force at its expense, until
their maturity or expiration in accordance with their terms, all performance
bonds issued by Coal prior to the Closing Date.
10. ASSIGNMENT, THIRD PARTIES, BINDING EFFECT
The rights under this Agreement shall not be assignable nor the duties
delegable by any party without the written consent of all parties hereto having
been obtained thereto. Nothing contained in this Agreement, express or implied,
is intended to confer upon any person or entity, other than the parties hereto,
and their successors in interest, any rights or remedies under or by reason of
this Agreement unless so stated expressly to the Contrary. All covenants,
agreements, representations and warranties of the parties contained herein shall
be binding upon and inure to the benefit of MAS and Coal and their respective
successors and permitted assigns.
<PAGE>
11. ABANDONMENT
In the event the transactions contemplated hereby are terminated or
abandoned by mutual agreement of the parties hereto, there shall be no
liability on the part of any of the parties by reason of such termination or
abandonment.
12. NOTICES
All notices, requests, demands and other communications hereunder shall be
writing and shall, be deemed to have been duly given when personally delivered
or deposited in the United States mail, certified or registered, return
receipt requested, postage prepaid, addressed to the parties at the following
addresses (or at such other address as shall be given in writing by any party to
the other) as follows:
To MAS: Mr. Aaron Tsai
MAS Acquisition VI Corp.
1710 East Division Street
Evansville, Indiana 47711
Telephone: (812) 479-7266
Facsimile: (812) 479-7267
To Coal: Mr. Shane N. Subloo
CoalCorp Pty. Ltd
35 Grafton Street
Cairns QLD. 4870
Telephone: 61-7-40-331-277
Facsimile: 61-7-40-541-228
13. REMEDIES NOT EXCLUSIVE
No remedy conferred by any of the provisions of this Agreement is intended
to be exclusive of any other remedy, and each and every remedy shall be
cumulative and shall be in addition to every remedy given hereunder or now or
hereafter existing, at law or in equity by statute or otherwise. The election of
any one or more remedies by MAS or Coal shall not constitute a waiver of the
right to pursue other available remedies.
14. COUNTERPARTS
This Agreement may be executed in one or more counterparts each of which
shall be deemed to be an original but all of which together shall constitute one
and the same instrument.
15. CAPTIONS AND SECTION HEADINGS
Captions and section headings used herein are for convenience only and are
not a part of this Agreement and shall not be used in construing it.
16. WAIVERS
Any failure by any of the parties hereto to comply with all of the
obligations, agreements or conditions set forth herein may be waived by the
other party or parties, provided, however that any such waiver shall not be
deemed a waiver of any other obligation, agreement or condition contained
herein.
<PAGE>
17. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties. There
are not and shall not be any verbal statements, representations, warranties,
undertakings or agreements between the parties, and this Agreement may not be
amended or modified in any respect except by a written instrument signed by the
parties hereto.
18. APPLICABLE LAW
This Agreement shall be governed and construed in accordance with the laws
of the State of Indiana.
* * *
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the date first above written.
MAS Acquisition VI Corp.
By /s/ Aaron Tsai
-----------------------------------------
Aaron Tsai, President
CoalCorp Pty. Ltd
By /s/ Gordon N. Subloo
-----------------------------------------
Gordon N. Subloo
/s/ Shane Neil Subloo
Shane Neil Subloo
Director
<PAGE>
EXHIBIT 3.0
STATE OF INDIANA
OFFICE OF THE SECRETARY OF STATE
ARTICLE OF AMENDMENT
To Whom These Presents Come, Greeting:
WHEREAS, there has been presented to me at this office, Articles of
Amendment for:
MAS ACQUISITION VI CORP.
and said Articles of Amendment have been prepared and signed in accordance
with the provisions of the Indiana Business Corporation Law, as amended.
The name of the corporation is amended as follows:
NU ENERGY INC.
NOW, THEREFORE, I, SUE ANNE GILROY, Secretary of STate of Indiana, hereby
certify that I have this day filed said articles in this office.
The effective date of these Articles of Amendment is March 10, 1999.
[ LOGO ] In Witnesee Whereof, I have hereunti set my
hand and affixed the seal of the State of
[Seal of the ] Indiana, at the City of Indianapolis, this
[State of Indiana] Tenth day of March, 1999,
[1816 ]
/s/ Sue Anne Gilroy
SUE ANNE GILROY, Secretary of State
/s/ JR
------
Deputy
<PAGE>
[ LOGO ] ARTICLES OF AMENDMENT OF THE SUE ANNE GILROY
[ State of ] ARTICLES OF INCORPORATION SECERTARY OF STATE
[ Indiana ] State Form 38333 (R8 / 12-96) CORPORATIONS DIVISION
Approved by State Board of Accounts 1995 302 W. Washington St. Rm. E018
Indianapolis, IN 46204
Telephone: (317) 232-6576
INSTRUCTIONS: Use 8 1/2" x 11' white Indiana Code 23-1-38-1 et seq.
paper for inserts.
Present original and two copies to address in upper right
hand corner of this
Please TYPE or PRINT Filing Fee: $30.00
- --------------------------------------------------------------------------
ARTICLES OF AMENDMENT OF THE
ARTICLES OF INCORPORATION OF:
- --------------------------------------------------------------------------
Name of Corporation Date of incorporation
MAS Acquisition VI Corp. October 7, 1996
- --------------------------------------------------------------------------
The undersigned officers of the above referenced Corporation (hereinafter
referred to as the "Corporation") existing pursuant to the provisions of:
(indicate appropriate act)
[ x ] Indiana Business Corporation Law [ ] Indiana Professional
Corporation Act of 1983
as amended (hereinafter referred to as the "Act"), desiring to give notice
of corporate action effectuating amendment of certain provisions of its
Articles of Incorporation, certify the following facts:
- --------------------------------------------------------------------------
ARTICLE I Amendment(s)
- --------------------------------------------------------------------------
The exact text of Article(s) _______________I__________________ of the
Articles
The name of the Corporation is Nu Energy Inc.
(NOTE. If amending the name of corporation, write Article "I" in
space above and write "The name of the Corporation is
________________________," below)
- --------------------------------------------------------------------------
ARTICLE II
- --------------------------------------------------------------------------
Date of each amendments adoption:
March 8, 1999
- --------------------------------------------------------------------------
(Continued on the reverse side)
<PAGE>
- --------------------------------------------------------------------------
ARTICLE III Manner of Adoption and Vote
- --------------------------------------------------------------------------
Mark applicable section: NOTE - Only in limited situations does Indiana
law permit an Amendment without shareholder approval. Because a name change
requires shareholder approval, Section 2 must be marked and either A or B
completed.
- --------------------------------------------------------------------------
[ ] SECTION 1 This amendment was adopted by the Board of Directors or
incorporators and shareholder action was not required.
- --------------------------------------------------------------------------
[ x ] SECTION 2 The shareholders of the Corporation entitled to vote in
respect to the amendment adopted the proposed amendment. The
amendment was adopted by: (Shareholder approval may be by either
A or B.)
A. Vote of such shareholders during a meeting called by the Board of
Directors. The result of such vote is as follows:
---------------------------------------------------------
1,106,670 Shares entitled to vote.
---------------------------------------------------------
1,000,000 Number of shares represented at the meeting.
---------------------------------------------------------
1,000,000 Shares voted in favor.
---------------------------------------------------------
0 Shares voted against.
---------------------------------------------------------
B. Unanimous written consent executed on _________, 19___
and signed by all shareholders entitled to vote
- --------------------------------------------------------------------------
ARTICLE IV Compliance with Legal Requirements
- --------------------------------------------------------------------------
The manner of the adoption of the Articles of Amendment and the vote by
which they were adopted constitute full legal compliance with the
provisions of the Act, the Articles of Incorporation, and the By-Laws of
the Corporation.
- --------------------------------------------------------------------------
I hereby verify, subject to the penalties of perjury, that the statements
contained herein are true, this 8th day of March, 1999.
- --------------------------------------------------------------------------
Signature of current officer Printed name of officer
or chairman of the board or chairman of th board
/s/ Aaron Tsai Aaron Tsai
- --------------------------------------------------------------------------
Signature's title
President and Chairman of the board
- --------------------------------------------------------------------------
<PAGE>
EXHIBIT 3.1
ACE SHELF COMPANIES Form 204
P O BOX 7612
CAIRNS QLD 4870
remove this top section if desired before framing
- -----------------------------------------------------------------------------
CERTIFICATE OF REGISTRATION [ LOGO ]
OF A COMPANY OF
AUSTRALIAN
Corporations Law Sub-section 121(l) SECURITIES
COMMISSION
This is to certify that
COALCORP PTY LTD
Australian Company Number 076 905 318
is a registered company under Division 1 of Part 2.2 of the
Corporations Law of Queensland and because
of its registration it is an incorporated company.
The company is limited by shares.
The company is a proprietary company.
The day of commencement of registration is
the thirtieth day of December 1996.
[ SEAL ] Given under the seal of the
OF Australian Securities Commission
AUSTRALIAN on this thirtieth day of December, 1996.
SECURITIES
COMMISSION
/S/ Alan Cameron
Alan Cameron
Chairman
<PAGE>
EXHIBIT 3.2
CORPORATIONS LAW
----------------
MEMORANDUM OF ASSOCIATION
OF
CoalCorp Pty Ltd
----------------
A Company Limited by Shares
1 The name of the Company is CoalCorp Pty Ltd.
2 The liability of the members is limited.
3 The share capital with which the Company proposes to be registered is
two million dollars ($2,000,000) divided into one hundred million
(100,000,000) ordinary class "A" shares of one cent ($0.01) each and
one hundred million (100,000,000) non voting class "B" shares of one
cent each ($0.01).
4 The subscribers' shares are deemed to have been allotted upon
incorporation of the Company.
5 The full names, address and occupation of the subscribers to this
Memorandum of Association and the number of shares they respectively
agree to take are as follows:-
Names, address and occupations No of Share
------------------------------ -----------
Suzanne Zylmans Secretary one class "A" ordinary
2 Ginger Close
REDLYNCH QLD 4870
Frank Lanza Barrister one class "A" ordinary
14 Pariguna Street
TRINITY BEACH OLD 4879
We, the several persons whose names arc subscribed hereto are desirous
of being formed into a company in pursuance of this Memorandum of
Association and respectively agree to take the number of shares in the
capital of the company set out opposite our respective names, in the
last preceding paragraph hereof.
Signature Number of shares taken by each Witness to all signatures
/S/ Suzanne Zylmans One hundred class "A" ordinary
/s/ Frank Lanza One hundred class "A" ordinary /s/ Gordon Subloo
Dated this 24th day of Dec. 1996
<PAGE>
[Form] 902 1/A 5/6/92
ASC registered agent number 9440
lodging party or agent name Ace Shelf Companies
address PO Box 7612
Cairns Qld Postcode 4870
telephone (070) 316676
facsimile (070) 314627
DX number - Suburb/city -
__________________________________________________________________________
[ Logo ] Australian Securities Commission form 902
Notification of Corporations Law
information supplementary to a form 1274(8)(h)
or document previously lodged
__________________________________________________________________________
The document for which this form is supplementary is lodged for:
(tick one box) [X] corporation [ ] securities dealer
[ ] investment advisor
[ ] futures broker [ ] futures advisor
[ ]registered auditor
[ ] registered liquidator [ ] proper authority holder
from securities licensee
[ ] proper authority holder from futures licensee
corporation or person name CoalCorp Pty Ltd
A.C.N. or A.R.B.N. or license no. 076 905 318
======================
Details of the original document
Title Form 201 Registration in Australian Co.
document no. allocated by A.S.C.
date of lodgment 24-12-96
======================
Supplementary information
The authorized share capital information was wrong
in the initial application and should have read
correctly as follows:
Nominal Value Special
Class of Share|Number of Shares | per share | Rights Y/N |
-------------------------------------------------------------------
Ordinary "A" | 25,000,000 | $1.00 | Voting |
Ordinary "B" | 25,000,000 | $1.00 | Non Voting |
(if insufficient space) Further details are enclosed inthe annexure
marked ( ) of ( ) pages.
======================-------------------------------------------------
Signature
This form must be signed by the person who signed the form
or document which this form is intended to supplement unless
the Commission, in a special case, allows otherwise.
printname Frank Lanza Capacity Director
-----------------------------------------------------
print company name (if company acting as agent)
[ logo ] sign here /s/ Frank Lanza Date 14/2/97
-----------------------------------------------------
- -----------------------------------------------------------------------
*Annexures must conform to the requirements shown on the back of this form.
<PAGE>
CORPORATIONS LAW
----------------
ARTICLES OF ASSOCIATION
OF
CoalCorp Pty Ltd
----------------
A Company Limited by Shares
1 Subject to the modifications hereinafter set forth the Regulations
in Table "A" in Schedule 1 to the Corporations Law shall apply to this
Company.
2 The Company is a Proprietary Company and accordingly:-
98. Every officer, auditor or agent of the company shall be
indemnified out of the property of The company against any Liability
incurred by him in his capacity as officer, auditor or agent in defending
any proceedings, whether civil or criminal, in which judgment is given in
his favor or in which he is acquitted or in connection with any application
in relation to any such proceedings in which relief is under the Law granted
to him by the Court.
<PAGE>
EXHIBIT 16.0
JAMES E. SCHEIFLEY & ASSOCIATES, P.C.
Certified Public Accountants
- -------------------------------------------------------------------
March 11, 1999
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, DC 20549
Re: MAS Acquisition VI Corp.
Dear Sir/Madam:
Pursuant to the request of the above named company, we affirm that:
(1) We have read the Company's response to Item 4 of Form 8-K dated
March 9, 1999 and
(2) We agree with the response.
Sincerely,
/s/ James E. Scheifley & Associates, P.C.
James E. Scheifley & Associates, P.C.
- -------------------------------------------------------------------
7436 Settlers Drive Phone (303)697-2356 FAX (303) 697-3045
Morrison, CO 80465 E-mail [email protected]
<PAGE>
EXHIBIT 99.0
MAS FINANCIAL CORP.
1710 E. Division St. Tel: (812) 479-7266
Evansville, IN 47711 Fax: (812) 479-7267
- -------------------------------------------------------------------
CONSULTING AGREEMENT
This Agreement is entered into on this 9th day of March, 1999 by and
between MAS Financial Corp. (hereinafter referred to as "MAS"), and
CoalCorp Pty. Ltd. and Gordon Neil Subloo, their heirs, designees or
assignees, (hereinafter collectively referred to as "Client"), and
is made with reference to the following recitations:
Whereas, MAS has skills and expertise in the fields of business
consulting, due diligence, mergers and acquisitions, and public and
private offering structuring and transactions, and,
Now, therefore, the parties hereto hereby agree and covenant as
follows:
(1) MAS agrees to do all of the following acts:
* Name Change and New Stock Certificates
* Change of officers and directors and resignation of present board
* 15C211 prepared and filed with NASD.
* Arrange for a merger transaction with the Acquisition company.
* Obtain CUSIP number.
* Obtain a stock symbol for trading on the OTC Bulletin Board.
* Furnish Market Maker.
* Any other document or act needed to complete the merger transaction.
(2) Client agrees to pay MAS a total of $11,000 on following schedule:
* US$5,000 prior to filing of form 15C211 with NASD
* US$1,500 quarterly consulting fee payable March 1, 1999.
* US$1,500 quarterly consulting fee payable June 1, 1999.
* US$1,500 quarterly consulting fee payable September 1, 1999.
* US$1,500 quarterly consulting fee payable December 1, 1999
(3) MAS is not rendering legal or accounting advise to Client. Each party
is responsible for all of it's own professional, legal, accounting,
Broker-Dealer, and consulting fees as they may apply to each party.
(4) Should Client terminate this transaction for any reason other than the
malfeasance or nonperformance of MAS prior to the acquisition of the
Acquisition company, all monies paid to MAS up until that point shall be
retained by MAS as liquidated damages. The parties agree to the
reasonableness of these liquidated damages. All documents and work
product prepared for or on behalf of Client by MAS up until that point
shall become the property of the Client.
(5) This agreement shall be governed by the laws of the State of Indiana
in any dispute. The parties agree to the jurisdiction of the Courts of
the State of Indiana and the United States District Court for the Southern
District of Indiana as the forums for the resolution of any legal disputes
between the parties. Client agrees to pay court costs, attorney fees in a
reasonable amount, and interest on any unpaid balances at the judgment rate
then in effect in the State of Indiana should it become necessary for MAS
to engage in legal action to recover any portion of the stock sold or any
other fees from Client.
<PAGE>
(6) Neither party may assign this Agreement without the prior written
consent of the other party, which consent shall not be unreasonably withheld.
However, MAS may requires up to 180 days to perform due diligence on any
assignee of Client, and may reject any assignee not qualified by MAS.
(7) This documents contains the entire agreement between the parties hereto.
No oral or other representation or warranty has been given to Client by MAS,
and this agreement controls over any and all oral representations made by
any party to this transaction. This agreement may only be modified by a
writing, signed by the parties.
(8) Each party agrees to execute all of the documents and do all of the
things necessary to effectuate the purpose of this agreement, without
delay or limitations.
Accepted and Agreed: Accepted and Agreed:
/s/ Aaron Tsai /s/ Gordon N. Subloo
_____________________________ ___________________________
MAS Financial Corp. MAS Acquisition VI Corp.
By: Mr. Aaron Tsai, President By: Mr. Gordon N. Subloo,
Chief Executive Officer
/s/ Gordon N. Subloo
___________________________
Mr. Gordon N. Subloo
Mailing Address: Mailing Address:
MAS Financial Corp. MAS Acquisition VI Corp.
1710 E. Division St. 35 Grafton Street
Evansville, IN 47711 Cairns QLD. 4870
Australia
Mr. Gordon N. Subloo
P.O. Box 328E
Earlville, Cairns QLD. 4870
Australia
