SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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) : January 7, 2000
THE GREAT AMERICAN GOLF WORKS, INC.
(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
33-32966 22-2999829
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(Commission File Number) (IRS Employer Identification No.)
330 E. 38th Street, Suite 45-O, New York, New York 10016
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(Address of principal executive offices) (Zip Code)
(212) 661-9391
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(Registrant's telephone number, including area code)
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Item 1. Changes In Control Of Registrant
On January 7, 2000, Halter Capital Corporation, a Texas corporation, pursuant to
a stock purchase agreement dated December 28, 1999 by and between Halter Capital
Corporation ("Seller"), and Resplendent Investment Limited, a British Virgin
Islands Corporation ("Buyer") Seller sold to Buyer, upon the terms and
conditions set forth in that agreement, an aggregate total of 329,330 shares of
the common stock of The Great American Golf Works, Inc., a Delaware corporation
("Registrant"). The Registrant's common stock trades on the OTC Bulletin Board.
This sale represents approximately 53% of the issued and outstanding shares of
the common stock of the Company and effectively transfers control to the Buyer.
Simultaneously with the closing of the sale, the current officers and directors
of the Company resigned and the following persons were elected as officers and
directors to replace them:
Qing Feng - President and Director
Xudong She - Secretary and Director
Mr. Qing Feng has been the head of China Division of Sulzer of Switzerland since
September 1985. From 1972 to 1976, Mr. Feng studied mechanical engineering at
the Qinghua University in Beijing, China. From February 1976 to January 1980,
Mr. Feng was an engineer at Beijing No.2 Machine Tool Factory in Beijing, China.
From February 1980 to August 1983, Mr. Feng was an engineer at the Bureau of
Instruments of the Chinese Ministry of Machinery Industry. From September 1983
to September 1985, Mr. Feng studied business administration at the Swiss Federal
Engineering Institute in Switzerland. Mr. Feng received his bachelor's degree in
engineering from Qinghua University in 1972. Mr. Feng completed post-graduate
work at the Swiss Federal Engineering Institute in 1985.
Mr. Xudong She has been the Financial Manager of Hiollo AB in Sweden since April
1997. From September 1990 to May 1994, Mr. She worked as an accountant at China
Foreign Trade Center (Group) in Guangzhou, China. From May 1994 to April 1995,
Mr. She worked as the General Accountant at Kellogg (China) Limited. From May
1995 to January 1997, Mr. She worked as the Material Management Executive at
Reuters Representative Office in Guangzhou, China. Mr. She received his
bachelor's degree in international finance from the University of International
Business and Economics in Beijing, China in 1990.
The Company is in the process of developing its business plan. The Company
currently expects that its business plan will be to invest in cable TV related
business in the People's Republic of China. The Company has not yet completed
its business plan and can give no assurances that such plan will be completed
and, even if completed, that the Company will be able to consummate such plan.
Item 5. Other Events
On December 22, 1999, the Company's shareholders and Board of Directors
authorized an amendment to the Certificate of Incorporation of the Company to
increase the authorized capital of the Company to 50,000,000 shares of Common
Stock. On December 27, 1999, the Company filed an amendment to the Certificate
of Incorporation of the Company with the Secretary of State of the State of
Delaware reflecting such increase in authorized capital.
Item 7. Financial Statements, ProForma Financial Information and Exhibits
(a) and (b) -- Not applicable
(c) Exhibits
Exhibit No. 10.1 Stock Purchase Agreement dated December 28, 1999.
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SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
THE GREAT AMERICAN GOLF WORKS, INC.
By: /s/ Qing Feng
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Name: Qing Feng
Title: President
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement ("Agreement") has been entered into as of December
28, 1999, by and among
Halter Capital Corporation, a Texas Corporation ("Seller"); and
Kevin B. Halter Jr. and Kevin B. Halter Sr. ("Halter"); and
Resplendent Investment Limited, a British Virgin Islands Corporation ("Buyer");
and
The Great American Golf Works, Inc., a Delaware Corporation ("Company")
RECITALS:
a. Seller is now the legal and equitable owner of 329,330 shares of the
common stock, par value $.0005 per share, of the Company. Seller is willing to
sell 329,330 of these shares (the " Shares"). The Shares represent approximately
53% of the total number of issued and outstanding shares of the Company;
b. Seller is willing to sell to the Buyer or its assignees, and Buyer
or its assignees is willing to purchase from Seller the Shares for a cash
purchase price of U.S.$400,000.00; and
c. The Company joins in the execution of this Agreement for the purpose
of evidencing its consent to the consummation of the foregoing transaction and
for the purpose of making certain representations and warranties to and
covenants and agreements with the Buyer.
d. Halters join in the execution of this Agreement for the purpose of
executing affidavits attesting to the conduct of business of the Company.
NOW, THEREFORE, for and in consideration of the mutual promises and covenants
contained herein, and for other good and valuable consideration, the parties
hereto agree as follows:
1. Purchase of the Shares by the Buyer. Subject to and upon the terms
and conditions contained herein, on the Closing Date (as defined herein), Seller
shall sell, transfer, assign, convey and deliver to the Buyer or its assignees,
free and clear of all adverse claims, security interests, liens, claims and
encumbrances (other than restrictions under state and federal securities laws)
and the Buyer or its assignees shall purchase, accept and acquire from Seller,
the Shares.
The aggregate purchase price payable to Seller for the Shares shall be
Four-Hundred Thousand Dollars U.S. ($400,000.00) (the "Purchase Price"). The
Purchase Price shall be paid on the Closing Date as specified in Subsection 9(b)
of this Agreement.
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2. Closing. Subject to the conditions precedent set forth herein, the
purchase of the Shares shall take place at the office of the Seller in Dallas,
Texas or such other place as Buyer and Seller may mutually agree upon, on or
before January 7, 2000. Such date is herein referred to as the "Closing Date".
3. Representations and Warranties of the Buyer. Buyer hereby represents
and warrants that the following are true and correct as of the date hereof and
will be true and correct through the Closing Date as if made on that date:
a. Authorization and Validity. Buyer has duly authorized the execution,
delivery and performance by the Buyer of this Agreement and the consummation of
the transaction contemplated hereby. This Agreement has been duly executed and
delivered by the Buyer and constitutes legal, valid and binding obligations of
Buyer, enforceable against the Buyer in accordance with its respective terms,
except as may be limited by applicable bankruptcy, insolvency or similar laws
affecting creditors' rights generally or the availability of equitable remedies.
b. Investment Intent. The Buyer is acquiring the Shares for its own
account for investment and not with a view to, or for sale or other disposition
in connection with, any distribution of all or any part thereof, except (i) in
an offering covered by a registration statement filed with the Securities and
Exchange Commission under the Securities Act covering the Purchased Shares, or
(ii) pursuant to an applicable exemption under the Securities Act.
c. Disclosure of Information. Buyer acknowledges that it has been
furnished with (i) the Company's Form 10-QSB Filed as of October 1, 1999 for the
period ended June 30, 1999; (ii) the Company's Form 10-QSB filed as of October
1, 1999 for the period ended September 30, 1999; (iii) the Company's Form 10-KSB
filed as of October 1, 1999 for the fiscal year ended December 31, 1998, which
is sufficient information regarding the Company and its business, assets,
results of operations and financial condition to allow the Buyer to make an
informed decision regarding an investment in the Shares.
d. Investment Experience. Buyer acknowledges that it is able to fend
for itself, can bear the economic risk of its investment in the Shares, and has
such knowledge and experience in financial and business matters that it is
capable of evaluating the merits and risks of an investment in the Shares.
e. Restricted Securities. Buyer understands that the Shares will not
have been registered pursuant to the Securities Act or any applicable state
securities laws that the Shares will be characterized as "restricted securities"
under federal securities laws, and that under such laws and applicable
regulations the Shares cannot be sold or otherwise disposed of without
registration under the Securities Act or an exemption therefrom. In this
connection, the Investor represents that it is familiar with Rule 144
promulgated under the Securities Act, as currently in effect, and understands
the resale limitations imposed thereby and by the Securities Act. Stop transfer
instructions may be issued to the transfer agent for securities of the Company
(or a notation may be made in the appropriate records of the Company) in
connection with the Shares.
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f. Legend. It is agreed and understood by Buyer that the certificates
representing the Shares shall conspicuously contain on the face or back thereof
a legend in substantially the following form:
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY
MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN
EFFECTVIE REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION
OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS
NOT REQUIRED.
4. Representations and Warranties of Seller. Seller represents and
warrants that the following are true and correct as of the date hereof and will
be true and correct through the Closing Date as if made on that date:
a. Title to Stock. On the Closing Date, title to the Shares will be
legally and beneficially held by Seller and Seller will have full right, power
and authority to sell and convey the Shares and such Shares will be free and
clear of any and all liens, mortgages, pledges, or other rights or encumbrances
whatsoever, disclosed or undisclosed. Specifically, on the Closing Date there
will be no beneficial owners of such Shares or of any interest in or to any such
Shares other than Seller. Upon surrender of the certificates representing the
Shares (accompanied by appropriate stock powers duly endorsed and guaranteed) to
the Buyer or its assignees for the consideration set forth herein, the Buyer or
its assignees shall be deemed to have obtained good and merchantable title to
the Shares.
b. Authorization and Validity. This Agreement has been duly executed
and delivered by the Company and Seller and constitutes legal, valid and binding
obligations of the Company and Seller, enforceable against the Company and
Seller in accordance with its terms, except as may be limited by applicable
bankruptcy, insolvency or similar laws affecting creditors' rights generally or
the availability of equitable remedies. No proceedings have been taken or
authorized by Seller or, to the knowledge of the Company, by any person, with
respect to the bankruptcy, dissolution, insolvency, liquidation or winding up of
the Company or with respect to any merger, consolidation, arrangement or
reorganization involving or relating to the Company.
c. Consents/Approvals/Conflict. No consent, approval, authorization or
order of any court or governmental agency or other body is required for Seller
to consummate the sale of the Shares. Neither the execution, delivery,
consummation or performance of this Agreement shall conflict with or constitute
a breach of any agreement to which the Company or Seller is a party or by which
the Company or Seller is bound nor, to the best of Seller's knowledge and
belief, any existing law, rule, regulation, or any decree of any court or
governmental department, agency, commission, board or bureau, domestic or
foreign, having jurisdiction over the Company or Seller, nor result in the
creation of any lien or other encumbrance upon the Shares.
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d. Investment Intent. Seller acquired the Shares for his own account
for investment and not with a view to, or for sale or other disposition in
connection with, any distribution of all or any part thereof, except (i) in an
offering covered by a registration statement filed with the Securities and
Exchange Commission or (ii) pursuant to an applicable exemption under the
Securities Act.
e. Halter's Personal Affidavit. Halter's, who have served as officers
and directors of the Company since its reorganization shall execute and deliver
to Buyer's attorney prior to the Closing an affidavit, executed by each of them,
in form and content reasonably acceptable to the Buyer's attorney, that based on
their personal knowledge of the Company and fact related thereto: (i) the
Company has not conducted any form of business whatsoever for a period in excess
of five years immediately preceding closing; (ii) the Company is not indebted to
any person in any amount; has no liability in any amount or legal obligation of
any kind to any person, and has not created by contract or implication a lien,
security interest or other encumbrance or any kind or nature in favor of any
person, including governmental units; (iii) the Company has paid all taxes and
assessments or other form of governmental charges, including fines, interest and
penalties imposed by any governmental unit, that its is obligated to pay; and
(iv) that the Company's books or account and corporate records, as delivered to
the Buyer are true, accurate and complete.
f. Organization and Good Standing; Qualification. The Company is a
corporation duly organized, validly existing and in good standing under the laws
of State of Delaware, with all requisite corporate power and authority to carry
on the business in which it is engaged, to own the properties it owns, and is
duly qualified and licensed to do business and is in good standing in all
jurisdictions where the nature of its business makes such qualification
necessary.
g. Capitalization. As of the execution date of this Agreement, the
authorized capital stock of the Company consists of 50,000,000 shares of common
stock, par value $.0005 per share, of which exactly 624,600 shares are now
issued and outstanding. As of the Closing Date, the Company will have exactly
the same number of shares of common stock , which are issued and outstanding.
All of the issued and outstanding shares of common stock of the Company are duly
authorized, validly issued, fully paid and nonassessable. The Company is not a
party to or bound by, nor does it have any knowledge of, any agreement,
instrument, arrangement, contract, obligation, commitment or understanding of
any character, whether written or oral, express or implied, relating to the
sale, assignment, encumbrance, conveyance, transfer or delivery of any capital
stock of the Company. The Company has no subsidiaries.
h. Documents Genuine. All originals and/or copies of the Company's
articles of incorporation and bylaws, each as amended to the date of this
Agreement, and all minutes of meetings and written consents in lieu of meetings
of shareholders, the Board of Directors and committees of that Board of the
Company, filings with the Securities and Exchange Commission, financial data,
and any and all other documents, material, data, files, or information which
have been or will be furnished to Buyer prior to the Closing, are true,
complete, correct and unmodified originals and/or copies of such documents,
information, data, files or material.
i. Minute Book. The minute book maintained by the Company accurately
reflects all transactions and resolutions duly authorized according to law, or
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which require action by the shareholders and/or Board of Directors of the
Company to make the same legally effective, prior to the date hereof, and will
be current as at the Closing Date.
J. Restrictive Covenants. Prior to and through the Closing Date, the
Company shall conduct its business in the ordinary and usual course (without any
unusual commitments) and in compliance with all applicable laws, rules, and
regulations. Furthermore, the Company will not, except as required to consummate
the transactions contemplated in this Agreement: (i) make any changes in its
capital structure; (ii ) make any changes in its articles of incorporation or
bylaws; (iii) incur any liability or obligation other than current liabilities
incurred in the ordinary and usual course of business; (iv) incur any
indebtedness for borrowed money, (v) make any loans or advances to any persons
or legal entities; (vi) declare or pay any dividend or make any other
distribution with respect to its capital stock; (vii) issue, sell, or deliver or
purchase or otherwise acquire for value any of its stock or other securities;
(viii) mortgage, pledge, or subject to encumbrance any of its assets or
properties; (ix) sell or transfer any of its assets or properties; (x) make any
investment of a capital nature; (xi) enter into any contract, agreement, or
other commitment which is material to the business, assets, properties or
financial position of the Company; or (xii) issue any options or other
instruments enabling anyone to purchase any of the capital stock of the Company.
K. Financial Statements. The Company shall furnish to the Buyer at
closing audited financial statements for the period ending December 31, 1999
together with the 10-KSB report for the year ending December 31, 1999. Said
reports will include audited balance sheet, statements of income and retained
earnings, statements of cash flows, and notes to the financial statements
relevant thereto. Said financial statements shall accurately reflect the then
current assets and liabilities of the Company and shall have been prepared in
accordance with generally accepted accounting principles. The Company has not
entered into or incurred any type of indebtedness or conducted any kind of
business whatsoever since the date of these financial statements. The financial
statements delivered to Seller will also accurately reflect the financial
condition of the Company in all material respects as of the Closing Date. The
Company has no operating business currently and has not conducted any business
during the past five years or received any revenues (except as disclosed in said
financial statements) since the date of its incorporation. There is no fact that
is known to the management of the Company that has not been disclosed to the
Buyer and that could reasonably have a material adverse effect on the Buyer in
connection with the transaction contemplated hereunder.
l. Taxes. All income, excise, unemployment, social security,
occupational, franchise and any and all other taxes, duties, assessments or
charges levied, assessed or imposed upon the Company by the United States or by
any state or municipal government or subdivision or instrumentality thereof
which are due and payable as of the Closing Date have been duly paid and all
required tax returns or reports concerning any such items have been duly filed.
m. Guarantees of or Indebtedness to Others. There are no contracts or
commitments by the Company, directly or indirectly, guaranteeing the payment or
performance (or both) of any obligations of any third person or entity
whatsoever including any of the Company's officers, directors, employees or
shareholders. Further, the Company will not be indebted to any of its officers,
directors, employees, or shareholders as of the Closing Date.
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n. Affiliates. Except as disclosed to the Buyer prior to the Closing
Date there will be no persons who directly or indirectly control, are controlled
by, or are under common control with, the Company other than Seller, and there
are no directors, officers or insiders of the Company other than the Halters.
o. Pending or Threatened Litigation. There are no actions, governmental
investigations, suits, arbitrations or other administrative, criminal or civil
actions pending or threatened against the Company. In addition, to the best of
the Company's knowledge, the Company does not know of any basis that exists for
any such action, suit, investigation, arbitration or proceeding.
p. Contracts. As of the date of closing there shall be no contracts,
agreements, arrangements or understandings entered into by the Company other
than the Transfer Agent Agreement with Securities Transfer Corporation, which
agreement can be terminated by the Company upon 30 days written notice to the
transfer agent.
q. Proceedings. No proceedings have been taken or authorized by Seller,
or to the knowledge of the Company, by any other person, with respect to the
bankruptcy, insolvency, liquidation, dissolution or winding up of the Company or
with respect to any merger, consolidation, arrangement or reorganization of the
Company.
r. Assets and Liabilities. The Company as of the date hereof and as of
the Closing Date will have no assets of any kind or amount. As of the Closing
Date the Company will have no known or anticipated, whether fixed or contingent,
liabilities of any kind or amount.
s. Legal Advice for Seller. Prior to the signing of this Agreement
Seller has had the opportunity to obtain appropriate legal advice respecting
this Agreement and the representations, warranties, covenants, obligations and
agreements of Seller hereunder.
5. Representations and Warranties of the Company. The Company hereby
represents and warrants that the following are true and correct as of the date
hereof and will be true and correct through the Closing Date as if made on that
date.
a. Organization and Good Standing; Qualification. The Company is a
corporation duly organized, validly existing and in good standing under the laws
of State of Delaware, with all requisite corporate power and authority to carry
on the business in which it is engaged, to own the properties it owns, and is
duly qualified and licensed to do business and is in good standing in all
jurisdictions where the nature of its business makes such qualification
necessary.
b. Reporting Company Section 15(d). The Company is a reporting company
under section 15(d) of the exchange act of 1934 as amended.
c. Trading Status. The Company's common stock is included for trading
on the OTC Bulletin Board under the trading symbol "GAGW" and no de-listing
procedure is currently instituted or threatened to the company.
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d. Free Trading Shares of Common Stock. The Company currently has
outstanding 295,270 shares of common stock held by approximately 284
shareholders which is considered freely tradable shares
e. Capitalization. As of the execution date of this Agreement, the
authorized capital stock of the Company consists of 50,000,000 shares of common
stock, par value $.0005 per share, of which exactly 624,600 shares are now
issued and outstanding. As of the Closing Date, the Company will have exactly
the same number of shares of common stock , which are issued and outstanding.
All of the issued and outstanding shares of common stock of the Company are duly
authorized, validly issued, fully paid and nonassessable. The Company is not a
party to or bound by, nor does it have any knowledge of, any agreement,
instrument, arrangement, contract, obligation, commitment or understanding of
any character, whether written or oral, express or implied, relating to the
sale, assignment, encumbrance, conveyance, transfer or delivery of any capital
stock of the Company. The Company has no subsidiaries.
f. Authorization and Validity. The Company has duly authorized the
execution, delivery and performance by the Company of this Agreement and the
consummation of the transaction contemplated hereby. This Agreement has been
duly executed and delivered by the Company and constitutes legal, valid and
binding obligations of the Company, enforceable against the Company in
accordance with its respective terms, except as may be limited by applicable
bankruptcy, insolvency or similar laws affecting creditors' rights generally or
the availability of equitable remedies. No proceedings have been taken or
authorized by Seller or, to the knowledge of the Company, by any person, with
respect to the bankruptcy, dissolution, insolvency, liquidation or winding up of
the Company or with respect to any merger, consolidation, arrangement or
reorganization involving or relating to the Company.
6. Conditions to Obligations of Buyer. All obligations of Buyer under
this Agreement are subject to the fulfillment, prior to or on the Closing Date,
of each of the following conditions (any one or more of which may, in the
Buyer's absolute discretion, be waived by the Buyer):
a. Due Diligence. The Buyer shall have had an opportunity to complete
its due diligence review of the Company and all matters arising from said review
shall have been resolved, to the satisfaction of the Buyer in its exclusive
opinion, prior to the Closing Date. Seller and the Company agree to provide all
documents and information relating to the Company as may be reasonably necessary
to permit the Buyer or its legal counsel to conduct its due diligence review.
b. Performance of Obligations. Seller and the Company shall have
performed and satisfied each of their obligations hereunder required to be
performed and satisfied on or prior to the Closing Date and each of the
representations and warranties of Seller and the Company contained herein shall
have been true and correct and contained no misstatement or omission that would
make any such representation or warranty misleading when made, and shall be true
and correct and contain no misstatement or omission that would make any such
representation or warranty misleading at and as of the Closing Date with the
same force and effect as if made as of the Closing Date.
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c. No Adverse Material Event. Subsequent to the date hereof and prior
to the Closing there shall not have been any event, occurrence, development or
state of circumstances or fact that has had or may be reasonably expected to
have a material adverse effect on the Company.
d. 15(d) Reporting Company. The Company is a 15(d) reporting company
under the Securities and Exchange Act of 1934, as amended.
e. Trading Status. The Company is currently listed and traded on the
OTCBB and no de-listing procedure is currently instituted or threatened to the
Company.
7. Conditions to Obligations of Seller. All obligations of Seller under
this Agreement are subject to the fulfillment, prior to or on the Closing Date,
of each of the following conditions (any one or more of which may, in the
absolute discretion of Seller, be waived by Seller):
a. The Buyer shall have performed all covenants and agreements of the
Buyer which are to be performed on or before the Closing Date pursuant to the
terms and conditions of this Agreement; and
b. All representations and warranties of the Buyer set forth in this
Agreement shall be true and correct as of the Closing Date.
8. Seller's Closing Deliveries. Before the Closing Seller shall deliver
everything specified in this Section 8 to Dominic Federico, attorney at law,
Dallas, Texas to be held in trust for the Buyer in accordance with the terms of
this Agreement. In the event that this Agreement is consummated, said attorney
will deliver to the Buyer and, in the event that this Agreement is not
consummated for any reason, said attorney will promptly redeliver to Seller.
a. Stock certificates representing the Shares. Each such
certificates will be in transferable or "street" form, or
accompanied by duly executed stock powers, and in either case
bearing the registered owner's signature which shall be subject
to a Medallion Guarantee.
b. A certificate executed by Seller and dated the Closing Date,
certifying that the representations and warranties of Seller
contained in this Agreement are then true in all respects and
that Seller has complied with all agreements and conditions
required by this Agreement to be performed or complied with by
the Seller.
c. A certificate executed by Kevin Halter Jr., as President of the
Company, and dated the Closing Date, certifying that the
representations and warranties of the Company contained in this
Agreement are then true in all respects and that the Company has
complied with all agreements and conditions required by this
Agreement to be performed or complied with by it.
d. The affidavit, executed by the Halter's, as specified in
Subsection 4(e )of this Agreement.
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e. A indemnification letter executed by the Halter's indemnifying
the Buyers against any liabilities of the Company prior to the
closing.
f. Resignations and releases from all of the Company's officers and
directors, and a certificate of the Company setting forth the
Board resolution pursuant to which Messer's Qing Feng and Xudong
She have been elected as Directors of the Company.
g. All original corporate books and records, including the Company's
articles of incorporation and bylaws, minutes of meetings of the
shareholders and the Board of Directors of the Company, all
contracts which are currently in effect or otherwise binding upon
the Company, and any other document or instrument that in the
opinion of Buyer is necessary or appropriate to properly continue
the business and corporate status of the Company. All instruments
and documents ever executed by the Company, which are in the
possession of Seller or the Company.
h. A legal opinion that the company is a 15(d) reporting company
listed and trading on the OTC Bulletin Board under the stock
symbol "GAGW" and that the sellers representations, including but
not limited to the incorporation, due authorization and the
number of shareholders contained in the agreement are true and
correct.
i. A legal opinion that the 295,270 shares of common stock held by
the approximately 284 shareholders is freely tradable.
j. A current shareholders list for the Company's common stock.
9. Deliveries by the Buyer at the Closing.
At the Closing, the Buyer shall deliver to Seller the following:
a. A certificate executed by the Buyer, dated the Closing Date,
certifying that the representations and warranties of the Buyer contained in
this Agreement are then true in all respects; and that the Buyer has complied
with all agreements and conditions required by this Agreement to be performed or
complied with by the Buyer; and
b. Buyer shall pay the Purchase Price by wire transfer or certified
check in funds to such account or accounts as the Seller shall specify in a
writing delivered to the Buyer at least two business days prior to the Closing.
10. Indemnification by Seller. The Buyer shall be indemnified and held
harmless by Seller in respect of any and all expenses, damages or loss
(including attorneys' fees and costs of defense) incurred by the Buyer as a
result of:
a. Having supplied to the Buyer or its attorney any information
regarding the Company, its history, business or financial or corporate records
(or the Seller's interest in or relationship to the Company) that is materially
false or misleading or which fails to disclose information known to the Seller
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that should be disclosed so as to make the information supplied true, complete
and accurate;
b. Any inaccuracy or misrepresentation in or breach of any
representation or warranty, covenant or agreement made in this Agreement by
Seller or the Company; or any liabilities, contingent or otherwise, of any kind
or amount, pursuant to any arrangement, agreement or instrument, accrued or
incurred by the Company prior to the Closing.
11. Miscellaneous.
a. Amendment. This Agreement may be amended, supplemented or modified
only by an instrument in writing executed by all the parties hereto.
b Assignment. Neither this Agreement nor any right created hereby or in
any agreement entered into in connection with the transactions contemplated
hereby shall be assignable by any party hereto without the written consent of
the party not seeking assignment.
c. Parties In Interest; No Third Party Beneficiaries. Except as
otherwise provided herein, the terms and conditions of this Agreement shall
inure to the benefit of and be binding upon the respective heirs, legal
representatives, successors and assigns of the parties hereto. Neither this
Agreement nor any other Agreement contemplated hereby shall be deemed to confer
upon any person not a party hereto or thereto (except assignees from the Buyer )
any rights or remedies hereunder or thereunder.
d. Entire Agreement. Except as referred herein, this Agreement and the
agreements contemplated hereby constitute the entire agreement of the parties
regarding the subject matter hereof, and supersede all prior agreements and
understandings, both written and oral, among the parties, or any of them, with
respect to the subject matter hereof.
e. Severability. If any provision of this Agreement is held to be
illegal, invalid or unenforceable under present or future laws effective during
the term hereof, such provision shall be fully severable and this Agreement
shall be construed and enforced as if such illegal, invalid or unenforceable
provision never comprised a part hereof; and the remaining provisions hereof
shall remain in full force and effect and shall not be affected by the illegal,
invalid or unenforceable provision or by its severance herefrom. Furthermore, in
lieu of such illegal, invalid or unenforceable provision, there shall be added
automatically as part of this Agreement a provision as similar in its terms to
such illegal, invalid, or unenforceable provision as may be possible and be
legal, valid and enforceable.
f. Survival of Representations, Warranties and Covenants. The
representations, warranties and covenants contained herein shall survive the
Closing and all statements contained in any certificate, exhibit or other
instrument delivered by or on behalf of Seller, the Company or the Buyer, as the
case may be, and, notwithstanding any provision in this Agreement to the
contrary, shall survive the Closing.
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g. Governing Law. This agreement and the rights and obligations of the
parties hereto shall be governed by and construed and enforced in accordance
with the laws of the state of Texas. if either party shall be required to employ
an attorney to enforce or defend its rights hereunder, the prevailing party
shall be entitled to recover its reasonable attorney's fees.
h. Captions. The captions in this agreement are for convenience of
reference only and shall not limit or otherwise affect any of the terms or
provisions hereof.
i. References to this Agreement. Use of the words "herein", "hereof",
"hereto" and the like in this Agreement shall be construed as references to this
Agreement as a whole and not to any particular Article, Section or provision in
this Agreement, unless otherwise noted. References herein to the singular or
plural shall be construed according to the context and not exclusively.
j. Notice. Any notice or communication which may be given hereunder
shall be in writing and given by depositing the same in the mail, addressed to
the party to be notified, postage prepaid and certified with return receipt
requested, or by delivery by overnight express courier . Such notice shall be
deemed received on the date on which it is delivered or on the fourth business
day following the date on which it was mailed. For purposes of notice, the
addresses of the parties shall be:
If to the Buyer: Resplendent Investment Limited
P.O. Box 957
Offshore Incorporations Centre
Road Town, Tortola, British Virgin Islands
Attn: Mr. Qing Feng
cc: T& D Associates, Attorneys at Law
Suite 1456, Union Plaza
20 Chaoyangmenwai Ave.
Chaoyang District
Beijing 100020, China
Attn: Chen Ma Esq.
Tel: 8610-6587-1433, Fax: 8610-6587-1439
If to the Seller: Halter Capital Corporation
16910 Dallas Parkway, Suite 100
Dallas, Texas 75248
Attn; Kevin B. Halter, Jr.
Tel: 972-248-1922, Fax 972-248-4797
k. Counterparts. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument. Execution and delivery of
facsimile copies bearing the facsimile signature of a party shall constitute a
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valid and binding execution and delivery of this Agreement by such party. Such
facsimile copies shall constitute enforceable original documents.
l. Further Assurances. From time to time subsequent to the execution of
this Agreement, the parties hereto and each of them agree to take all such
further action, and to execute and deliver all such additional documents as are
reasonably necessary to effect the transactions contemplated by this Agreement.
IN WITNESS WHEREOF THE UNDERSIGNED HAVE CAUSED THIS AGREEMENT TO BE EXECUTED AS
OF THE DATE FIRST ABOVE WRITTEN.
Resplendent Investment Limited (Buyer)
BY: /s/ Qing Feng
----------------------------------------------
Qing Feng, Sole Director and Shareholder
The Great American Golf Works, Inc. (the Company)
BY: /s/ Kevin Halter Jr.
----------------------------------------------
Kevin Halter Jr., President
SELLER: /s/ Kevin Halter - President
----------------------------------------------
Halter Capital Corporation
SELLER: /s/ Kevin Halter Jr.
-----------------------------------------------
Kevin Halter Jr.
SELLER: /s/ Kevin Halter
-----------------------------------------------
Kevin Halter Sr.
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