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EDDY MARIN'S DEAL....GOOGLE HIM OR GO TO YOUR BOARD AND READ MY POSTS...NOT GOOD
Green Streak Group, Inc. 318 Indian Trace, #280 Weston, FL 33326
September 1, 2009
DSvorai@hotmail.com Via Facsimile 954-925-7295 Mr. Dror Svorai, President GREEN LED TECHNOLOGY, INC. 10220 W. State Rd. 84, Suite 9 Davie, FL 33324
Re: Merger with Green LED Technology, Inc.
Dear Mr. Svorai:
The purpose of this letter is to set forth our preliminary understanding that GREEN LED TECHNOLOGY, INC. (“LED”) and its intent to facilitate a merger, acquisition, or other combinational transaction with a publically trading Pink Sheet public company (the “Vehicle”) with and into that suitable publicly trading Vehicle.
1. Definitive Agreement
As soon as reasonably possible after the date hereof, the parties intend to complete negotiations on a definitive agreement regarding the proposed merger (the "Agreement") providing for the merger of LED with and into the Vehicle. It is presently intended that the closing of the merger (the "Closing") will take place on or prior to Monday, September 21, 2009. The consideration for the merger shall be fifty percent of the Vehicle’s common stock all of which shall be in the form of one (1) year restricted stock, par value $.001. The Agreement shall further provide that post transaction the Vehicle, as successor to LED, will be capitalized with no less than Five Million dollars ($5,000,000.00) in working capital paid with and from LED’s restricted stock. The valuation of these restricted shares shall be based upon generally acceptable accounting principles of the business going forward, with said valuation amended from time to time.
2. Additional Provisions of the Agreement
The terms and conditions of the merger are to be contained in the Agreement, which will be reasonably satisfactory in all respects, in form and substance, to the parties and their counsel. It is anticipated that the Agreement will, among other things:
(a) contain Vehicle and LED representations and warranties, covenants, indemnities and other provisions usual and customary in transactions of this nature involving entities with characteristics and in circumstances similar to Vehicle and LED, including, without limitation, representations and warranties as to the condition of and the title held to the assets of Vehicle and LED, the
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Green LED Technology, Inc. August 28, 2009 Page 2
financial statements of Vehicle and LED, the payment of taxes and contingent liabilities;
(b) provide that the consummation of the Merger shall be conditioned upon:
(i)
(ii)
(iii)
(iv)
(v)
(vi)
each party having obtained all material required consents, rulings, approvals, licenses and permits, or exemptions therefrom, from all governmental or non-governmental administrative or regulatory agencies having jurisdiction over the parties hereto, the Assets, the Agreement and the transactions contemplated thereby;
LED having obtained all material required consents pursuant to existing agreements or instruments by which LED may be bound;
LED shall provide an un-audited accounting of its business operations since inception, and through its last business quarter. Further, as necessary, LED shall assist in good faith with Vehicles accountant to complete a consolidated report of the combined business in a timely manner;
LED having secured employment agreements with its key employees for the benefit of Vehicle, as successor-in-interest to LED, reasonably acceptable to Vehicle, with such salary and benefits as are standard in the industry.
each party having complied with all requisite corporate procedures; and
such other closing conditions as are usual and customary in transactions of this nature.
4. Termination
Negotiations pertaining to the Agreement may be terminated by Vehicle at any time without cost or liability. In order to induce Vehicle to enter into negotiations with respect to the merger, LED agrees that it will not discuss any merger, sale of its assets or any similar transaction with any party other than Vehicle, or enter into any negotiations or conversations with respect thereto with any party other than Vehicle, before the Closing, unless Vehicle has terminated negotiations pertaining to the Agreement in writing or given its prior written consent.
5. Expenses .
Green LED Technology, Inc. August 28, 2009 Page 3
Each party hereto shall bear its own legal and other expenses in connection with the negotiation and consummation of this transaction; provided , however , should LED breach in any material respect its obligations under this Letter of Intent, in addition to any other rights Vehicle may have, LED shall pay Vehicle a Fifteen Thousand Dollars ($15,000.00) break-up fee.
6. Broker .
Each party hereto represents to the other that it has not dealt with or agreed with any broker or finder or similar person and that no fees shall be payable to any person or entity as a result of the transactions contemplated hereby. Each party hereto agrees to indemnify and hold harmless and defend the other from and against any and all damages, costs, expenses (including without limitation reasonable attorneys' fees), losses and liabilities in connection with any claim for any brokers', finders' or similar fees in respect of the proposed merger by any person claiming the same against the party seeking indemnity in respect of the actions of the other party.
7. Public Announcements .
The parties will advise and consult with one another prior to the issuance of any public announcements pertaining to the proposed merger, and no such announcement will be made by LED without the prior consent of Vehicle, except as may be required by law.
8. Counterparts .
This letter may be executed in two or more counterparts, each of which shall be an original, but all of which together shall constitute one instrument. It is expressly understood that this letter is merely an expression of intent and neither party thereto shall have any obligation to the other (except as set forth in Paragraphs 4, 5, 6 and 7 hereof) until the execution and delivery of, and as provided in, an Agreement. This letter shall not create rights or confer any benefit on third parties. If the foregoing correctly sets forth our understanding with respect to the subject matter hereof, please so indicate by executing and returning to the undersigned the enclosed copy of this letter.
AGREED AND ACCEPTED:
GREEN STREAK GROUP, INC.
By:
Eddy Marin, President
GREEN LED TECHNOLOGY, INC.
By:
_____________________________________ Dror Svorai, President
Green Streak Group, Inc. 318 Indian Trace, #280 Weston, FL 33326
September 4, 2009
DSvorai@hotmail.com Via Facsimile 954-925-7295 Mr. Dror Svorai, President GREEN LED TECHNOLOGY, INC. 10220 W. State Rd. 84, Suite 9 Davie, FL 33324
Re: Merger with Green LED Technology, Inc.
Dear Mr. Svorai:
The purpose of this letter is to confirm yours and our participation in furtherance of the executed letter, dated August 19, 2009, regarding a Merger, to set forth our respective intentions to proceed, and to bind us thereto a closing for that public vehicle traded under symbol “HSCO” or a public vehicle with similar characteristics as soon as practicable.
That said, and in furtherance thereto, today, we shall pay One Hundred Thousand dollars ($100,000.00) to GREEN LED TECHNOLOGY, INC. to be held in escrow by it pending a total of Two Hundred and Fifty Thousand dollars ($250,000.00) and resulting in a balance of One Hundred and Fifty Thousand dollars ($150,000.00) due on the closing of Friday, September 11, 2009. At that time all monies shall be free to be released from escrow. Should either party not be able to proceed due to no fault of their own, these monies are fully returnable on written demand without the requirement of further consent.
AGREED AND ACCEPTED:
GREEN STREAK GROUP, INC.
By:
Eddy Marin, President
GREEN LED TECHNOLOGY, INC.
By:
_____________________________________ Dror Svorai, President
STOCK PURCHASE AND EXCHANGE AGREEMENT ---------------------- THIS STOCK PURCHASE AND EXCHANGE AGREEMENT (the Agreement”) is made and entered into as of the 18th day of September 2009, by and between HI SCORE CORPORATION, a Delaware corporation (hereinafter referred to as either “HSCO” or the “Company”), with offices located at 5243 Cardeno Drive, San Diego, CA 92109, and GREEN LED TECHNOLOGY, INC., a Florida corporation, with offices located at 1909 Tigertail Boulevard, Dania Beach, Florida 33304, and the individual Shareholders of GREEN LED TECHNOLOGY, INC. whose names appear on the signature page hereof (collectively called “GREEN LED”).
RECITALS
A. GREEN LED., whose issued and outstanding common stock, (the “GREEN LED Stock”) is owned, beneficially and of record, by the individuals whose names appear on the signature page hereof (the “GREEN LED Shareholders”), who together own all of the issued and outstanding shares of the GREEN LED Stock, each owning the number of shares set forth opposite their respective names.
B. The transaction’s consideration for the Agreement is as follows: HSCO will instruct its transfer agent to immediately issue and deliver to the GREEN LED Shareholders, an aggregate of Forty Million (40,000,000) shares of its restricted common stock, $.0001 par value (HSCO Common Stock) in exchange for all of the issued and outstanding shares of the GREEN LED.
HSCO is capitalized with One Hundred million (100,000,000) authorized shares of common stock of which Forty Million thirty two thousand five hundred and fifty four (40,032,554) shares are currently issued and outstanding. Subsequent to the closing of this transaction there will be an aggregate of Eighty Million thirty two thousand five hundred and fifty four (80,032,554) will be free trading.
HSCO through its funding consortium led by Green Streak Group, Inc. further agrees to provide capital to GREEN LED for its continuing operations and shall pay Two hundred and fifty thousand dollars ($250,000.00) to GREEN LED as outlined in Schedule “ A” attached to this Agreement. Pursuant to Schedule A it is hereby acknowledged by GREEN LED that Green Streak has already deposited into Escrow the sum of One Hundred Thousand dollars ($100,000.00) pending closing, and the balance of One Hundred and Fifty Thousand dollars ($150,000.00) will be delivered to GREEN LED at the closing scheduled for Friday, September 18, 2009. At that time all monies shall be free to be released from escrow. Should either party not be able to proceed due to no fault of their own, these monies are fully returnable on written demand without the requirement of further consent. Letter of Intent Outlining This Understanding is attached in Schedule “A’ of this Agreement.
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C. The parties hereto intend that the issuance of the shares of the Company’s Common Stock in exchange for the GREEN LED Stock shall qualify as a “tax-free” reorganization as contemplated by the provisions of the Internal Revenue Code of 1986, as amended.
PREAMBLE
A consensus of the Board of Directors of GREEN LED and dictated by their actions and pursuant to a duly executed corporate resolution, will exchange any and all options and shares of the entire capital stock (the “GREEN LED Stock”) of GREEN LED, INC. (“GREEN LED”), which shares the GREEN LED Shareholders desire to sell and HSCO desires to purchase upon the terms and subject to the conditions set forth herein. Therefore, in consideration of their mutual promises and intending to be legally bound, the parties hereby agree as follows:
ARTICLE 1. THE TRANSACTION
1. Exchange of Stock; Purchase Price.
At the Closing referred to in Section 1.2, the GREEN LED Shareholders shall sell, assign, and exchange the GREEN LED Stock to HSCO, and HSCO shall purchase the GREEN LED Stock. The purchase price for the GREEN LED Stock (the “Purchase Price”) shall be 40,000,000 restricted shares of HSCO’ authorized and issued common stock, par value $0.0001, (the “HSCO Stock”). The restriction on the stock shall be for one (1) year. Upon completion and signing of this Agreement, HSCO’s total issued and outstanding shares of common stock will equal 80,032,224 shares of its 100,000,000 authorized common stock.
1.2 Closing.
(a) Time and Place. The closing under this Agreement (the “Closing”) will take place at 10:00 a.m., local time, on or before September 18, 2009, at HSCO’s offices at 5243 Cardeno Drive, San Diego, CA, 92109 or at such other time, date or places as to which the parties shall mutually agree. The date on which the Closing occurs is sometimes referred to in this Agreement as the “Closing Date.”
(b) Deliveries and Proceedings at the Closing. At the Closing:
(i)
(ii)
Items to Be Delivered by GREEN LED: GREEN LED shall, to the best of their ability, deliver to HSCO all of the aforementioned certificates for the GREEN LED Stock, duly endorsed in negotiable form, with stock powers duly executed in blank attached (collectively, the “GREEN LED Certificates”) and any option certificates. Items to Be Delivered by HSCO: HSCO shall deliver to GREEN LED all of the aforementioned certificates for the HSCO Stock,
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duly endorsed in negotiable form (collectively, the “HSCO Certificates”). (iii) Other Items to Be Delivered. The closing certificates, opinions of counsel, corporate resolutions and other documents required to be delivered pursuant to this Agreement, shall be exchanged.
ARTICLE II. REPRESENTATIONS AND WARRANTIES OF GREEN LED
GREEN LED hereby represents and warrants to HSCO as follows:
2.1 Organization. GREEN LED is a corporation duly organized, validly existing and in good standing under the laws of the States of Florida. GREEN LED has full power to own or lease its properties and assets as now owned or leased, and to make, execute, deliver and perform this Agreement and the Related Agreements. Agents for GREEN LED are authorized to buy, sell, and assign GREEN LED’s assets and shares. See Schedule 2.1 for the Certificate of Incorporation and By-Laws of GREEN LED.
2.2 Ownership of the GREEN LED Stock. Schedule 2.2, sets forth the record and beneficial owners of 100% of the common stock of GREEN LED (the “GREEN LED Stock”), free and clear of all liens, security interests, claims, or encumbrances (collectively, “Liens”), except those listed herein. The GREEN LED Stock has been duly authorized, validly issued and are fully paid and nonassessable, was not issued in violation of the terms of any agreement or other understanding binding upon GREEN LED , and was issued in compliance with all applicable federal and state securities or “blue- sky” laws and regulations. Agents, at the direction of the Board of Directors, has the full legal right, power and authority to enter into this Agreement on behalf of GREEN LED, transfer the GREEN LED Stock to HSCO in accordance with this Agreement, and to perform its other obligations hereunder, without the need for the consent of any other person or entity.
2.3 GREEN LED is duly organized and in good standing under the laws of the States of Florida, GREEN LED does not, directly or indirectly, owns any stock of, or any interest in, any other corporation or business entity except those explicitly stated in its business plan and/or Schedule 2.3.
2.4 Authorization and Enforceability: Title to Stock. This Agreement has been or will be duly executed and delivered by GREEN LED, and constitutes or will constitute a legal, valid, and binding obligation of GREEN LED enforceable against it in accordance with its terms. Upon delivery to HSCO at the Closing of certificates representing the GREEN LED Stock in accordance herewith, HSCO will acquire good and valid title to the GREEN LED Stock, free and clear of all Liens, except those listed herein.
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2.5 No Violation of Laws or Agreements. The execution and delivery of this Agreement and the Related Agreements do not, and the consummation of the transactions contemplated by this Agreement and the Related Agreements and the compliance with the terms, conditions and provisions hereof and thereof by GREEN LED will not; (a) contravene any provision of GREEN LED; (b) conflict with or result in a breach of or constitute a default (or an event which might, with the passage of time or the giving of notice or both, constitute a default) under any other of the terms, conditions or provisions of any indenture, mortgage, loan or credit agreement or any other agreement or instrument to which GREEN LED is a party, or by which it or any of its assets may be bound or affected, or any judgment or order (a “Judgment”) of any court, any governmental department, commission, board, agency or instrumentality or any arbitrator (each a “Judicial Authority”), or any applicable law, statute, rule, regulation, code or ordinance (a “Law”) of any federal, state or local Government Authority (each a “Government Authority”); (c) result in the creation or imposition of any Lien upon any of GREEN LED’s assets, or give to others any interests or rights therein; (d) result in the maturation or acceleration of any liability or obligation of GREEN LED or give others the right to cause such a maturation or acceleration; or (e) result in the termination of or loss of any right, or give others the right to cause such a termination or loss, under any agreement or contract to which GREEN LED is a party or by which it is bound.
2.6 Financial Statements and/or Business Plan. To the best of GREEN LED’S knowledge and belief, as of August 31, 2009, GREEN LED’S books of account and related records fairly reflect in reasonable detail, GREEN LED’S assets and liabilities and transactions in accordance with generally accepted accounting principles (“GAAP”) applied on a consistent basis.
2.7 No Undisclosed Liabilities. To the best of GREEN LED’S knowledge and belief, and as it is represented in Schedule 2.7, GREEN LED has no known liability or obligation required to be included in its financial statements, including without limitation, liabilities for or in respect of Taxes (as hereinafter defined) and any interest or penalties relating thereto, except as are reflected in the GREEN LED Balance Sheet.
2.8 No Changes.
As outlined in Schedule 2.8, since August 31, 2009 (the “GREEN LED Balance Sheet Date”), GREEN LED has conducted its business only in the ordinary course. Without limiting the generality of the foregoing sentence, to the best of GREEN LED’S knowledge and belief, since the Balance Sheet Date, there has not been: (a) any material adverse change in the financial condition, assets, liabilities, prospects, net worth, earning power or business of GREEN LED except changes in the ordinary course of business, none of which, individually or in the aggregate, has been or will be materially adverse to GREEN LED ; (b) any material damage, destruction or loss, whether or not covered by insurance, adversely affecting
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the properties, business or prospects of GREEN LED or any material deterioration in the operating condition of the assets of GREEN LED ; (c) any mortgage or pledge on, or subject to any Lien of, any of GREEN LED’s assets, tangible or intangible; (d) any strike, walkout or labor trouble; (e) any declaration, setting aside or payment of a dividend or other distribution in respect of any of the shares of GREEN LED’s or any direct or indirect redemption, purchase or other acquisition of any shares of GREEN LED or any rights to purchase such shares or compensation payable or to become payable to, or any advance (excluding advances for ordinary business expenses) or loan to, any officer, director, employee or shareholder of GREEN LED (except increases made in the ordinary course of business and consistent with past practice), or any increase in or any addition to other benefits (including without limitation any bonus, profit-sharing, pension or other plan) to which any of its officers, directors, employees or shareholders may be entitled, or any payments to any pension, retirement, profit-sharing, bonus or similar plan except payments in the ordinary course of business and consistent with past practice; (g) any making of or commitment to make any capital expenditures in excess of $10,000; (h) any cancellation or waiver of any right material to the operation of the business of GREEN LED , or any cancellation or waiver of any debts or claims of substantial value or any cancellation or waiver of any debts or claims against any Related Party (as defined in Section 2.23 below); (i) any payment, discharge or satisfaction of any liability or obligation (whether accrued, absolute, contingent or otherwise) by GREEN LED , other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities or obligations shown or reflected on the Balance Sheet or incurred in the ordinary course of business since the Balance Sheet Date; (j) any sale, transfer or other disposition of any assets of GREEN LED , except sales of inventory in the ordinary course of business; (k) any material adverse change or any threat of any adverse change in the relations of GREEN LED , with, or any loss or threat of loss of, any of the important suppliers, clients or customers of GREEN LED ; (l) any creation, incurrence, assumption or guarantee by GREEN LED of any obligations or liabilities (whether absolute, accrued, contingent or otherwise and whether due or to become due), except in the ordinary course of business, or any creation, incurrence, assumption or guarantee by GREEN LED of any indebtedness for money borrowed, other than trade payables; or (m) any creation, incurrence, assumption or guarantee by GREEN LED of any obligations or liabilities (whether absolute, accrued, contingent or otherwise and whether due or to become due), except in the ordinary course of business, or any creation, incurrence, assumption or guarantee by GREEN LED of any indebtedness for money borrowed, other than trade payables.
2.9 Inventory. As outlined in Schedule 2.9, GREEN LED has good title to all its inventories free and clear of all Liens, except certain purchase money security interests.
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2.10 Accounts Receivable.
All of the accounts receivable of GREEN LED represent amounts receivable for merchandise actually delivered or services actually provided (or, in the case of non-trade accounts or notes, represent amounts receivable in respect of other bona fide business transactions), and have arisen in the ordinary course of business. Schedule 2.10 is the summary of any Accounts Receivable Outstanding as of August 31, 2009.
2.11 Real Property. (a) GREEN LED is not (or the sublessee or assignee of the lessee) under a lease for real property except as described on Schedule 2.11. (b) GREEN LED does not own (beneficially or of record) any real properties.
2.12 Debt Instruments. Except as described on Schedule 2.12, GREEN LED is not a party to any loan agreements, notes, mortgages, deeds of trust, indentures, security agreements and other agreements, instruments and arrangements, written or oral, which evidence, secure or otherwise relate to any indebtedness of GREEN LED for borrowed money, other than trade payables.
2.13 Material Agreements. As outlined in Schedule 2.13, To the best of its knowledge and belief, GREEN LED is not a party to or bound by any agreement, contract or commitment, oral or written, formal or informal which involve payments or receipts of more than $10,000 in any single year, or which were entered into other than in the ordinary and usual course of the business of GREEN LED , and which are not listed on any other Schedule hereto (all such agreements are collectively referred to as “Material Agreements”).
2.14 Patents and Intellectual Property Rights. The manufacture, sale, or use of any products manufactured or sold by GREEN LED did not and does not infringe (nor has any claim been made that any such action infringes) the patents or rights of others. Schedule 2.14 outlines lists of any Patents or Intellectual properties that GREEN LED owns.
2.15 Title to Assets. GREEN LED has good and marketable title (fee or leasehold) to all of its properties and assets, including the properties and assets reflected in the Balance Sheet (except those disposed of in the ordinary course of business since the GREEN LED Balance Sheet Date), free and clear of any Liens except (a) minor imperfections of title, none of which, individually or in the aggregate, materially detracts from the value of or impairs the use of the affected properties or impairs the operations of GREEN LED , (b) Liens for current taxes not yet due and payable, and (c) Liens disclosed on Schedule 2.15 (collectively, “Permitted Liens”).
2.16 Condition of Assets.
The buildings, equipments, machinery, furniture, improvements and other assets of GREEN LED , including those reflected in
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the GREEN LED Balance Sheet, may not be in operating condition and may need repair prior to being suitable for the purposes for which they are used in the business of GREEN LED .
2.17 Permits.
GREEN LED holds material permits, certificates, licenses, registrations, franchises, authorizations, and other approvals from all government authorities (collectively, “Permits”) required under all Laws, which are material to its business. All such Permits are described on Schedule 2.17 and are in full force and effect.
2.18 Compliance with Laws. GREEN LED has complied and is in compliance with all material Laws, except where a failure to be in compliance would not have a material adverse effect on GREEN LED or its business. To the best of its knowledge, GREEN LED has not received any notice, citation, summons or order has been issued, no complaint has been filed, no penalty has been assessed, and no investigation or review is pending or threatened by any Government Authority or other entity which has had or could have a material effect on the business of GREEN LED with respect to any alleged violation by GREEN LED of any Law. List of Notices and List of Imposed Penalties by authorities, if any, are outlined in Schedule 2.18.
2.19 Environmental Matters. To the best of its knowledge, GREEN LED has not received notice that: (a) there has been any discharge, disposal, spillage, emission, escape, pumping, pouring, injection, release, seepage or filtration of any Hazardous Substance (as hereinafter defined) at, upon, under, or within any of GREEN LED’s properties in violation of any applicable Environmental Laws (as hereinafter defined), which has not been corrected; (b) there has been any transport, disposal, abandonment or discarding by GREEN LED or its employees, agents or independent contractors, of any Hazardous Substance in violation of any applicable Environmental Laws; or (c) there has been any material violation of or noncompliance with any Environmental Law by GREEN LED which has not been corrected. As used herein, “Environmental Laws” shall mean any Laws which relate to the environment or human health or safety, including without limitation Laws relating to the use, storage, treatment, transportation, manufacture, refinement, handling, production, or disposal of any Hazardous Substance, and “Hazardous Substance” shall mean (i) any flammable substances, explosives, radioactive materials, hazardous materials, hazardous wastes, toxic substances, pollutants, contaminants or any related materials or substances specified in any applicable Environmental Laws (including any “hazardous substance” as defined in the Comprehensive Environmental Response Compensation Liability Act, 42 U.S.C 6901 et seq.), and (ii) asbestos, polychlorinated biphenyls, radon, petroleum products and urea formaldehyde. See Schedule 2.19 for List of Environmental Matters.
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2.20 Employee Retirement Income Security Act of 1974 as amended (“ERISA”). As outlined in Schedule 2.20, GREEN LED does not sponsor or maintain and is not required, either by law or by contract, to contribute to any employee welfare benefit plan, within the meaning of section 3(1) of ERISA, nor to any employee pension benefit plan, within the meaning of section 3(2) of ERISA. GREEN LED has not contributed to, nor is it required to contribute to, any multiemployer plan, within the meaning of section 3(37) of ERISA.
2.21Consents. As outlined in Schedule 2.21, No consent, approval or authorization of, or registration or filing with, any person or entity, including any Government Authority, is required in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.
2.22 No Pending Litigation or Proceedings. Except as disclosed in GREEN LED’S Financial Statements and in Schedule 2.22, to the best of its knowledge, GREEN LED is not aware of any actions, suits, investigations, or proceedings pending or, threatened against GREEN LED or any of its assets. There are presently no outstanding Judgments against or affecting GREEN LED or any of its assets or its business, or affecting the GREEN LED Stock.
2.23 Transactions with Related Parties. As outlined in Schedule 2.23, GREEN LED represents that no Related Party has: (a) borrowed money from or loaned money to GREEN LED; (b) entered into any contractual relationship with GREEN LED ; (c) made any claim, express or implied, of any kind whatsoever against GREEN LED ; (d) obtained any interest in any property or assets owned or used by GREEN LED ; (e) engaged in any other transaction with GREEN LED . As used herein: (i) “Related Party” means any officer or director of GREEN LED , and any affiliate of any of the foregoing or GREEN LED ; (ii) “affiliate” means any person or entity who controls, is controlled by of is under common control with another person or entity.
2.24Compensation Arrangements: Bank Accounts; Officers and Directors. Schedule 2.24 hereto sets forth the following information: (a) the names and current annual salary, including any bonus, if applicable, of all present officers and employees of GREEN LED whose current annual salary, including any promised, expected or customary bonus, equals or exceeds $200,000; (b) the name of each bank in which GREEN LED has an account or safe deposit box, the identifying numbers or symbols thereof and the names of all persons authorized to draw thereon or to have access thereto; and (c) the names and titles of all directors and officers of GREEN LED.
2.25 Labor Relations. As outlined in Schedule 2.25, the relations of GREEN LED with its employees are good. To the best knowledge and belief of GREEN LED (a) no employee of GREEN LED is represented by any union
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or other labor organization, and GREEN LED is
HSCO - EDDY MARIN CONNECTION
Green Streak Group, Inc. 318 Indian Trace, #280 Weston, FL 33326
September 1, 2009
DSvorai@hotmail.com Via Facsimile 954-925-7295 Mr. Dror Svorai, President GREEN LED TECHNOLOGY, INC. 10220 W. State Rd. 84, Suite 9 Davie, FL 33324
Re: Merger with Green LED Technology, Inc.
Dear Mr. Svorai:
The purpose of this letter is to set forth our preliminary understanding that GREEN LED TECHNOLOGY, INC. (“LED”) and its intent to facilitate a merger, acquisition, or other combinational transaction with a publically trading Pink Sheet public company (the “Vehicle”) with and into that suitable publicly trading Vehicle.
1. Definitive Agreement
As soon as reasonably possible after the date hereof, the parties intend to complete negotiations on a definitive agreement regarding the proposed merger (the "Agreement") providing for the merger of LED with and into the Vehicle. It is presently intended that the closing of the merger (the "Closing") will take place on or prior to Monday, September 21, 2009. The consideration for the merger shall be fifty percent of the Vehicle’s common stock all of which shall be in the form of one (1) year restricted stock, par value $.001. The Agreement shall further provide that post transaction the Vehicle, as successor to LED, will be capitalized with no less than Five Million dollars ($5,000,000.00) in working capital paid with and from LED’s restricted stock. The valuation of these restricted shares shall be based upon generally acceptable accounting principles of the business going forward, with said valuation amended from time to time.
2. Additional Provisions of the Agreement
The terms and conditions of the merger are to be contained in the Agreement, which will be reasonably satisfactory in all respects, in form and substance, to the parties and their counsel. It is anticipated that the Agreement will, among other things:
(a) contain Vehicle and LED representations and warranties, covenants, indemnities and other provisions usual and customary in transactions of this nature involving entities with characteristics and in circumstances similar to Vehicle and LED, including, without limitation, representations and warranties as to the condition of and the title held to the assets of Vehicle and LED, the
1
Green LED Technology, Inc. August 28, 2009 Page 2
financial statements of Vehicle and LED, the payment of taxes and contingent liabilities;
(b) provide that the consummation of the Merger shall be conditioned upon:
(i)
(ii)
(iii)
(iv)
(v)
(vi)
each party having obtained all material required consents, rulings, approvals, licenses and permits, or exemptions therefrom, from all governmental or non-governmental administrative or regulatory agencies having jurisdiction over the parties hereto, the Assets, the Agreement and the transactions contemplated thereby;
LED having obtained all material required consents pursuant to existing agreements or instruments by which LED may be bound;
LED shall provide an un-audited accounting of its business operations since inception, and through its last business quarter. Further, as necessary, LED shall assist in good faith with Vehicles accountant to complete a consolidated report of the combined business in a timely manner;
LED having secured employment agreements with its key employees for the benefit of Vehicle, as successor-in-interest to LED, reasonably acceptable to Vehicle, with such salary and benefits as are standard in the industry.
each party having complied with all requisite corporate procedures; and
such other closing conditions as are usual and customary in transactions of this nature.
4. Termination
Negotiations pertaining to the Agreement may be terminated by Vehicle at any time without cost or liability. In order to induce Vehicle to enter into negotiations with respect to the merger, LED agrees that it will not discuss any merger, sale of its assets or any similar transaction with any party other than Vehicle, or enter into any negotiations or conversations with respect thereto with any party other than Vehicle, before the Closing, unless Vehicle has terminated negotiations pertaining to the Agreement in writing or given its prior written consent.
5. Expenses .
Green LED Technology, Inc. August 28, 2009 Page 3
Each party hereto shall bear its own legal and other expenses in connection with the negotiation and consummation of this transaction; provided , however , should LED breach in any material respect its obligations under this Letter of Intent, in addition to any other rights Vehicle may have, LED shall pay Vehicle a Fifteen Thousand Dollars ($15,000.00) break-up fee.
6. Broker .
Each party hereto represents to the other that it has not dealt with or agreed with any broker or finder or similar person and that no fees shall be payable to any person or entity as a result of the transactions contemplated hereby. Each party hereto agrees to indemnify and hold harmless and defend the other from and against any and all damages, costs, expenses (including without limitation reasonable attorneys' fees), losses and liabilities in connection with any claim for any brokers', finders' or similar fees in respect of the proposed merger by any person claiming the same against the party seeking indemnity in respect of the actions of the other party.
7. Public Announcements .
The parties will advise and consult with one another prior to the issuance of any public announcements pertaining to the proposed merger, and no such announcement will be made by LED without the prior consent of Vehicle, except as may be required by law.
8. Counterparts .
This letter may be executed in two or more counterparts, each of which shall be an original, but all of which together shall constitute one instrument. It is expressly understood that this letter is merely an expression of intent and neither party thereto shall have any obligation to the other (except as set forth in Paragraphs 4, 5, 6 and 7 hereof) until the execution and delivery of, and as provided in, an Agreement. This letter shall not create rights or confer any benefit on third parties. If the foregoing correctly sets forth our understanding with respect to the subject matter hereof, please so indicate by executing and returning to the undersigned the enclosed copy of this letter.
AGREED AND ACCEPTED:
GREEN STREAK GROUP, INC.
By:
Eddy Marin, President
GREEN LED TECHNOLOGY, INC.
By:
_____________________________________ Dror Svorai, President
Green Streak Group, Inc. 318 Indian Trace, #280 Weston, FL 33326
September 4, 2009
DSvorai@hotmail.com Via Facsimile 954-925-7295 Mr. Dror Svorai, President GREEN LED TECHNOLOGY, INC. 10220 W. State Rd. 84, Suite 9 Davie, FL 33324
Re: Merger with Green LED Technology, Inc.
Dear Mr. Svorai:
The purpose of this letter is to confirm yours and our participation in furtherance of the executed letter, dated August 19, 2009, regarding a Merger, to set forth our respective intentions to proceed, and to bind us thereto a closing for that public vehicle traded under symbol “HSCO” or a public vehicle with similar characteristics as soon as practicable.
That said, and in furtherance thereto, today, we shall pay One Hundred Thousand dollars ($100,000.00) to GREEN LED TECHNOLOGY, INC. to be held in escrow by it pending a total of Two Hundred and Fifty Thousand dollars ($250,000.00) and resulting in a balance of One Hundred and Fifty Thousand dollars ($150,000.00) due on the closing of Friday, September 11, 2009. At that time all monies shall be free to be released from escrow. Should either party not be able to proceed due to no fault of their own, these monies are fully returnable on written demand without the requirement of further consent.
AGREED AND ACCEPTED:
GREEN STREAK GROUP, INC.
By:
Eddy Marin, President
GREEN LED TECHNOLOGY, INC.
By:
_____________________________________ Dror Svorai, President
STOCK PURCHASE AND EXCHANGE AGREEMENT ---------------------- THIS STOCK PURCHASE AND EXCHANGE AGREEMENT (the Agreement”) is made and entered into as of the 18th day of September 2009, by and between HI SCORE CORPORATION, a Delaware corporation (hereinafter referred to as either “HSCO” or the “Company”), with offices located at 5243 Cardeno Drive, San Diego, CA 92109, and GREEN LED TECHNOLOGY, INC., a Florida corporation, with offices located at 1909 Tigertail Boulevard, Dania Beach, Florida 33304, and the individual Shareholders of GREEN LED TECHNOLOGY, INC. whose names appear on the signature page hereof (collectively called “GREEN LED”).
RECITALS
A. GREEN LED., whose issued and outstanding common stock, (the “GREEN LED Stock”) is owned, beneficially and of record, by the individuals whose names appear on the signature page hereof (the “GREEN LED Shareholders”), who together own all of the issued and outstanding shares of the GREEN LED Stock, each owning the number of shares set forth opposite their respective names.
B. The transaction’s consideration for the Agreement is as follows: HSCO will instruct its transfer agent to immediately issue and deliver to the GREEN LED Shareholders, an aggregate of Forty Million (40,000,000) shares of its restricted common stock, $.0001 par value (HSCO Common Stock) in exchange for all of the issued and outstanding shares of the GREEN LED.
HSCO is capitalized with One Hundred million (100,000,000) authorized shares of common stock of which Forty Million thirty two thousand five hundred and fifty four (40,032,554) shares are currently issued and outstanding. Subsequent to the closing of this transaction there will be an aggregate of Eighty Million thirty two thousand five hundred and fifty four (80,032,554) will be free trading.
HSCO through its funding consortium led by Green Streak Group, Inc. further agrees to provide capital to GREEN LED for its continuing operations and shall pay Two hundred and fifty thousand dollars ($250,000.00) to GREEN LED as outlined in Schedule “ A” attached to this Agreement. Pursuant to Schedule A it is hereby acknowledged by GREEN LED that Green Streak has already deposited into Escrow the sum of One Hundred Thousand dollars ($100,000.00) pending closing, and the balance of One Hundred and Fifty Thousand dollars ($150,000.00) will be delivered to GREEN LED at the closing scheduled for Friday, September 18, 2009. At that time all monies shall be free to be released from escrow. Should either party not be able to proceed due to no fault of their own, these monies are fully returnable on written demand without the requirement of further consent. Letter of Intent Outlining This Understanding is attached in Schedule “A’ of this Agreement.
1
C. The parties hereto intend that the issuance of the shares of the Company’s Common Stock in exchange for the GREEN LED Stock shall qualify as a “tax-free” reorganization as contemplated by the provisions of the Internal Revenue Code of 1986, as amended.
PREAMBLE
A consensus of the Board of Directors of GREEN LED and dictated by their actions and pursuant to a duly executed corporate resolution, will exchange any and all options and shares of the entire capital stock (the “GREEN LED Stock”) of GREEN LED, INC. (“GREEN LED”), which shares the GREEN LED Shareholders desire to sell and HSCO desires to purchase upon the terms and subject to the conditions set forth herein. Therefore, in consideration of their mutual promises and intending to be legally bound, the parties hereby agree as follows:
ARTICLE 1. THE TRANSACTION
1. Exchange of Stock; Purchase Price.
At the Closing referred to in Section 1.2, the GREEN LED Shareholders shall sell, assign, and exchange the GREEN LED Stock to HSCO, and HSCO shall purchase the GREEN LED Stock. The purchase price for the GREEN LED Stock (the “Purchase Price”) shall be 40,000,000 restricted shares of HSCO’ authorized and issued common stock, par value $0.0001, (the “HSCO Stock”). The restriction on the stock shall be for one (1) year. Upon completion and signing of this Agreement, HSCO’s total issued and outstanding shares of common stock will equal 80,032,224 shares of its 100,000,000 authorized common stock.
1.2 Closing.
(a) Time and Place. The closing under this Agreement (the “Closing”) will take place at 10:00 a.m., local time, on or before September 18, 2009, at HSCO’s offices at 5243 Cardeno Drive, San Diego, CA, 92109 or at such other time, date or places as to which the parties shall mutually agree. The date on which the Closing occurs is sometimes referred to in this Agreement as the “Closing Date.”
(b) Deliveries and Proceedings at the Closing. At the Closing:
(i)
(ii)
Items to Be Delivered by GREEN LED: GREEN LED shall, to the best of their ability, deliver to HSCO all of the aforementioned certificates for the GREEN LED Stock, duly endorsed in negotiable form, with stock powers duly executed in blank attached (collectively, the “GREEN LED Certificates”) and any option certificates. Items to Be Delivered by HSCO: HSCO shall deliver to GREEN LED all of the aforementioned certificates for the HSCO Stock,
2
duly endorsed in negotiable form (collectively, the “HSCO Certificates”). (iii) Other Items to Be Delivered. The closing certificates, opinions of counsel, corporate resolutions and other documents required to be delivered pursuant to this Agreement, shall be exchanged.
ARTICLE II. REPRESENTATIONS AND WARRANTIES OF GREEN LED
GREEN LED hereby represents and warrants to HSCO as follows:
2.1 Organization. GREEN LED is a corporation duly organized, validly existing and in good standing under the laws of the States of Florida. GREEN LED has full power to own or lease its properties and assets as now owned or leased, and to make, execute, deliver and perform this Agreement and the Related Agreements. Agents for GREEN LED are authorized to buy, sell, and assign GREEN LED’s assets and shares. See Schedule 2.1 for the Certificate of Incorporation and By-Laws of GREEN LED.
2.2 Ownership of the GREEN LED Stock. Schedule 2.2, sets forth the record and beneficial owners of 100% of the common stock of GREEN LED (the “GREEN LED Stock”), free and clear of all liens, security interests, claims, or encumbrances (collectively, “Liens”), except those listed herein. The GREEN LED Stock has been duly authorized, validly issued and are fully paid and nonassessable, was not issued in violation of the terms of any agreement or other understanding binding upon GREEN LED , and was issued in compliance with all applicable federal and state securities or “blue- sky” laws and regulations. Agents, at the direction of the Board of Directors, has the full legal right, power and authority to enter into this Agreement on behalf of GREEN LED, transfer the GREEN LED Stock to HSCO in accordance with this Agreement, and to perform its other obligations hereunder, without the need for the consent of any other person or entity.
2.3 GREEN LED is duly organized and in good standing under the laws of the States of Florida, GREEN LED does not, directly or indirectly, owns any stock of, or any interest in, any other corporation or business entity except those explicitly stated in its business plan and/or Schedule 2.3.
2.4 Authorization and Enforceability: Title to Stock. This Agreement has been or will be duly executed and delivered by GREEN LED, and constitutes or will constitute a legal, valid, and binding obligation of GREEN LED enforceable against it in accordance with its terms. Upon delivery to HSCO at the Closing of certificates representing the GREEN LED Stock in accordance herewith, HSCO will acquire good and valid title to the GREEN LED Stock, free and clear of all Liens, except those listed herein.
3
2.5 No Violation of Laws or Agreements. The execution and delivery of this Agreement and the Related Agreements do not, and the consummation of the transactions contemplated by this Agreement and the Related Agreements and the compliance with the terms, conditions and provisions hereof and thereof by GREEN LED will not; (a) contravene any provision of GREEN LED; (b) conflict with or result in a breach of or constitute a default (or an event which might, with the passage of time or the giving of notice or both, constitute a default) under any other of the terms, conditions or provisions of any indenture, mortgage, loan or credit agreement or any other agreement or instrument to which GREEN LED is a party, or by which it or any of its assets may be bound or affected, or any judgment or order (a “Judgment”) of any court, any governmental department, commission, board, agency or instrumentality or any arbitrator (each a “Judicial Authority”), or any applicable law, statute, rule, regulation, code or ordinance (a “Law”) of any federal, state or local Government Authority (each a “Government Authority”); (c) result in the creation or imposition of any Lien upon any of GREEN LED’s assets, or give to others any interests or rights therein; (d) result in the maturation or acceleration of any liability or obligation of GREEN LED or give others the right to cause such a maturation or acceleration; or (e) result in the termination of or loss of any right, or give others the right to cause such a termination or loss, under any agreement or contract to which GREEN LED is a party or by which it is bound.
2.6 Financial Statements and/or Business Plan. To the best of GREEN LED’S knowledge and belief, as of August 31, 2009, GREEN LED’S books of account and related records fairly reflect in reasonable detail, GREEN LED’S assets and liabilities and transactions in accordance with generally accepted accounting principles (“GAAP”) applied on a consistent basis.
2.7 No Undisclosed Liabilities. To the best of GREEN LED’S knowledge and belief, and as it is represented in Schedule 2.7, GREEN LED has no known liability or obligation required to be included in its financial statements, including without limitation, liabilities for or in respect of Taxes (as hereinafter defined) and any interest or penalties relating thereto, except as are reflected in the GREEN LED Balance Sheet.
2.8 No Changes.
As outlined in Schedule 2.8, since August 31, 2009 (the “GREEN LED Balance Sheet Date”), GREEN LED has conducted its business only in the ordinary course. Without limiting the generality of the foregoing sentence, to the best of GREEN LED’S knowledge and belief, since the Balance Sheet Date, there has not been: (a) any material adverse change in the financial condition, assets, liabilities, prospects, net worth, earning power or business of GREEN LED except changes in the ordinary course of business, none of which, individually or in the aggregate, has been or will be materially adverse to GREEN LED ; (b) any material damage, destruction or loss, whether or not covered by insurance, adversely affecting
4
the properties, business or prospects of GREEN LED or any material deterioration in the operating condition of the assets of GREEN LED ; (c) any mortgage or pledge on, or subject to any Lien of, any of GREEN LED’s assets, tangible or intangible; (d) any strike, walkout or labor trouble; (e) any declaration, setting aside or payment of a dividend or other distribution in respect of any of the shares of GREEN LED’s or any direct or indirect redemption, purchase or other acquisition of any shares of GREEN LED or any rights to purchase such shares or compensation payable or to become payable to, or any advance (excluding advances for ordinary business expenses) or loan to, any officer, director, employee or shareholder of GREEN LED (except increases made in the ordinary course of business and consistent with past practice), or any increase in or any addition to other benefits (including without limitation any bonus, profit-sharing, pension or other plan) to which any of its officers, directors, employees or shareholders may be entitled, or any payments to any pension, retirement, profit-sharing, bonus or similar plan except payments in the ordinary course of business and consistent with past practice; (g) any making of or commitment to make any capital expenditures in excess of $10,000; (h) any cancellation or waiver of any right material to the operation of the business of GREEN LED , or any cancellation or waiver of any debts or claims of substantial value or any cancellation or waiver of any debts or claims against any Related Party (as defined in Section 2.23 below); (i) any payment, discharge or satisfaction of any liability or obligation (whether accrued, absolute, contingent or otherwise) by GREEN LED , other than the payment, discharge or satisfaction, in the ordinary course of business, of liabilities or obligations shown or reflected on the Balance Sheet or incurred in the ordinary course of business since the Balance Sheet Date; (j) any sale, transfer or other disposition of any assets of GREEN LED , except sales of inventory in the ordinary course of business; (k) any material adverse change or any threat of any adverse change in the relations of GREEN LED , with, or any loss or threat of loss of, any of the important suppliers, clients or customers of GREEN LED ; (l) any creation, incurrence, assumption or guarantee by GREEN LED of any obligations or liabilities (whether absolute, accrued, contingent or otherwise and whether due or to become due), except in the ordinary course of business, or any creation, incurrence, assumption or guarantee by GREEN LED of any indebtedness for money borrowed, other than trade payables; or (m) any creation, incurrence, assumption or guarantee by GREEN LED of any obligations or liabilities (whether absolute, accrued, contingent or otherwise and whether due or to become due), except in the ordinary course of business, or any creation, incurrence, assumption or guarantee by GREEN LED of any indebtedness for money borrowed, other than trade payables.
2.9 Inventory. As outlined in Schedule 2.9, GREEN LED has good title to all its inventories free and clear of all Liens, except certain purchase money security interests.
5
2.10 Accounts Receivable.
All of the accounts receivable of GREEN LED represent amounts receivable for merchandise actually delivered or services actually provided (or, in the case of non-trade accounts or notes, represent amounts receivable in respect of other bona fide business transactions), and have arisen in the ordinary course of business. Schedule 2.10 is the summary of any Accounts Receivable Outstanding as of August 31, 2009.
2.11 Real Property. (a) GREEN LED is not (or the sublessee or assignee of the lessee) under a lease for real property except as described on Schedule 2.11. (b) GREEN LED does not own (beneficially or of record) any real properties.
2.12 Debt Instruments. Except as described on Schedule 2.12, GREEN LED is not a party to any loan agreements, notes, mortgages, deeds of trust, indentures, security agreements and other agreements, instruments and arrangements, written or oral, which evidence, secure or otherwise relate to any indebtedness of GREEN LED for borrowed money, other than trade payables.
2.13 Material Agreements. As outlined in Schedule 2.13, To the best of its knowledge and belief, GREEN LED is not a party to or bound by any agreement, contract or commitment, oral or written, formal or informal which involve payments or receipts of more than $10,000 in any single year, or which were entered into other than in the ordinary and usual course of the business of GREEN LED , and which are not listed on any other Schedule hereto (all such agreements are collectively referred to as “Material Agreements”).
2.14 Patents and Intellectual Property Rights. The manufacture, sale, or use of any products manufactured or sold by GREEN LED did not and does not infringe (nor has any claim been made that any such action infringes) the patents or rights of others. Schedule 2.14 outlines lists of any Patents or Intellectual properties that GREEN LED owns.
2.15 Title to Assets. GREEN LED has good and marketable title (fee or leasehold) to all of its properties and assets, including the properties and assets reflected in the Balance Sheet (except those disposed of in the ordinary course of business since the GREEN LED Balance Sheet Date), free and clear of any Liens except (a) minor imperfections of title, none of which, individually or in the aggregate, materially detracts from the value of or impairs the use of the affected properties or impairs the operations of GREEN LED , (b) Liens for current taxes not yet due and payable, and (c) Liens disclosed on Schedule 2.15 (collectively, “Permitted Liens”).
2.16 Condition of Assets.
The buildings, equipments, machinery, furniture, improvements and other assets of GREEN LED , including those reflected in
6
the GREEN LED Balance Sheet, may not be in operating condition and may need repair prior to being suitable for the purposes for which they are used in the business of GREEN LED .
2.17 Permits.
GREEN LED holds material permits, certificates, licenses, registrations, franchises, authorizations, and other approvals from all government authorities (collectively, “Permits”) required under all Laws, which are material to its business. All such Permits are described on Schedule 2.17 and are in full force and effect.
2.18 Compliance with Laws. GREEN LED has complied and is in compliance with all material Laws, except where a failure to be in compliance would not have a material adverse effect on GREEN LED or its business. To the best of its knowledge, GREEN LED has not received any notice, citation, summons or order has been issued, no complaint has been filed, no penalty has been assessed, and no investigation or review is pending or threatened by any Government Authority or other entity which has had or could have a material effect on the business of GREEN LED with respect to any alleged violation by GREEN LED of any Law. List of Notices and List of Imposed Penalties by authorities, if any, are outlined in Schedule 2.18.
2.19 Environmental Matters. To the best of its knowledge, GREEN LED has not received notice that: (a) there has been any discharge, disposal, spillage, emission, escape, pumping, pouring, injection, release, seepage or filtration of any Hazardous Substance (as hereinafter defined) at, upon, under, or within any of GREEN LED’s properties in violation of any applicable Environmental Laws (as hereinafter defined), which has not been corrected; (b) there has been any transport, disposal, abandonment or discarding by GREEN LED or its employees, agents or independent contractors, of any Hazardous Substance in violation of any applicable Environmental Laws; or (c) there has been any material violation of or noncompliance with any Environmental Law by GREEN LED which has not been corrected. As used herein, “Environmental Laws” shall mean any Laws which relate to the environment or human health or safety, including without limitation Laws relating to the use, storage, treatment, transportation, manufacture, refinement, handling, production, or disposal of any Hazardous Substance, and “Hazardous Substance” shall mean (i) any flammable substances, explosives, radioactive materials, hazardous materials, hazardous wastes, toxic substances, pollutants, contaminants or any related materials or substances specified in any applicable Environmental Laws (including any “hazardous substance” as defined in the Comprehensive Environmental Response Compensation Liability Act, 42 U.S.C 6901 et seq.), and (ii) asbestos, polychlorinated biphenyls, radon, petroleum products and urea formaldehyde. See Schedule 2.19 for List of Environmental Matters.
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2.20 Employee Retirement Income Security Act of 1974 as amended (“ERISA”). As outlined in Schedule 2.20, GREEN LED does not sponsor or maintain and is not required, either by law or by contract, to contribute to any employee welfare benefit plan, within the meaning of section 3(1) of ERISA, nor to any employee pension benefit plan, within the meaning of section 3(2) of ERISA. GREEN LED has not contributed to, nor is it required to contribute to, any multiemployer plan, within the meaning of section 3(37) of ERISA.
2.21Consents. As outlined in Schedule 2.21, No consent, approval or authorization of, or registration or filing with, any person or entity, including any Government Authority, is required in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.
2.22 No Pending Litigation or Proceedings. Except as disclosed in GREEN LED’S Financial Statements and in Schedule 2.22, to the best of its knowledge, GREEN LED is not aware of any actions, suits, investigations, or proceedings pending or, threatened against GREEN LED or any of its assets. There are presently no outstanding Judgments against or affecting GREEN LED or any of its assets or its business, or affecting the GREEN LED Stock.
2.23 Transactions with Related Parties. As outlined in Schedule 2.23, GREEN LED represents that no Related Party has: (a) borrowed money from or loaned money to GREEN LED; (b) entered into any contractual relationship with GREEN LED ; (c) made any claim, express or implied, of any kind whatsoever against GREEN LED ; (d) obtained any interest in any property or assets owned or used by GREEN LED ; (e) engaged in any other transaction with GREEN LED . As used herein: (i) “Related Party” means any officer or director of GREEN LED , and any affiliate of any of the foregoing or GREEN LED ; (ii) “affiliate” means any person or entity who controls, is controlled by of is under common control with another person or entity.
2.24Compensation Arrangements: Bank Accounts; Officers and Directors. Schedule 2.24 hereto sets forth the following information: (a) the names and current annual salary, including any bonus, if applicable, of all present officers and employees of GREEN LED whose current annual salary, including any promised, expected or customary bonus, equals or exceeds $200,000; (b) the name of each bank in which GREEN LED has an account or safe deposit box, the identifying numbers or symbols thereof and the names of all persons authorized to draw thereon or to have access thereto; and (c) the names and titles of all directors and officers of GREEN LED.
2.25 Labor Relations. As outlined in Schedule 2.25, the relations of GREEN LED with its employees are good. To the best knowledge and belief of GREEN LED (a) no employee of GREEN LED is represented by any union
8
or other labor organization, and GREEN LED is
Spam Sandwich
South Florida's Eddy Marin went from cocaine to porn to spam
A A A Comments (0) By Trevor Aaronson Thursday, Dec 4 2003
Andy Markley, a graphic designer in Sacramento, California, was finishing some work on Saturday, August 30. The Labor Day weekend upon him, Markley was ready to relax.
But before leaving his office, he decided to check his e-mail one last time. To his surprise, he found hundreds of bounced-back messages flooding his inbox. And that wasn't all. Between those e-mails were messages from individual Internet users who were irate that Markley had apparently sent junk e-mail advertising an online store selling prescription drugs. "Shop Online and Save," the message read. "Vicodin, Hydrocodone, Viagra, Meridia, Xenical, Valtrex."
Markley knew he hadn't sent the e-mail ad. But the incensed recipients of the pitch message insisted he had, because the from address in the drug pitch -- "art101.com" -- used a random username from Markley's own domain. Angered that he had become a victim of online identity theft, the graphic designer decided to do some detective work. All e-mails contain what are called "headers," which act as a sort of signature that a computer sending out e-mail places on messages as they're sent. While "from" addresses can be forged, as was the case with the junk e-mail Markley was receiving in bounced-back messages, the originating mail server's Internet protocol (IP) address generally cannot be.
Eddy Marin: Did you buy your sexual aids from this man?
Eddy Marin: Did you buy your sexual aids from this man?
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More About
Eddy Marin
Mark Felstein
Andy Markley
Spam Email
Science and Technology
The IP address on Markley's e-mails traced back to a Boca Raton company called Internet America LLC. According to the Spamhaus Project, a London-based organization considered the leading authority on junk e-mail and its senders, Internet America is among the companies allegedly linked to Eddy Marin, a 41-year-old Cuban-born South Floridian believed to pump out 250 million e-mails per day. Marin, who is not listed on state records for Internet America LLC, has a criminal past that illustrates the shady underbelly of unsolicited commercial e-mail, better known as spam. It's an intrusive but lucrative industry that Congress moved toward curbing with last week's passage of the Can Spam Act. The bill, which had already passed the House, was approved unanimously by the Senate on November 25. The House will vote to make some minor modifications in the bill's language before sending it on to President Bush, who is expected to sign it later this month. The new law, which awaits executive approval, includes penalties of up to five years in prison for the worst spam offenses. For most Internet users, the law can't come soon enough. According to an October study by the Pew Internet & Life Project, 70 percent of surveyed Internet users said spam has made their online experience unpleasant or annoying.
That's thanks partly to Boca Raton's Marin, whose junk e-mail advertises, among other things, sexual remedies and mail-order brides. He is one of about 40 spammers in Boca Raton who, according to Spamhaus, have helped to bestow the Palm Beach County city with a reputation as the Spam Capital of the World. "Florida is a well-known haven for spammers," says junk e-mail fighter Adam Brower.
Before Marin could make his money in Boca's junk e-mail industry, however, he relied on another lucrative enterprise: cocaine. His first bust dates back to December 6, 1983, when Broward Sheriff's Deputy Joe Kessling observed Marin change traffic lanes without signaling. The deputy pulled him over. "When the defendant exited the vehicle," Kessling wrote in his report, "I observed in plain sight in the defendant's right front change pocket, partially sticking out, a small clear plastic packet containing a white powder substance." Marin was charged with cocaine possession. In all, he was carrying three grams. On May 11, 1984, Judge Darryl J. Stone sentenced him to 18 months' probation.
The cocaine was obviously something more than a personal habit. On August 28, 1984, BSO attempted to pull over Marin's 1984 black Corvette. As soon the deputy set his patrol lights ablaze, a passenger in the Corvette threw out of the driver's-side window "a clear plastic baggie containing a substance that appeared white in color," according to the police report. The Corvette then accelerated for two blocks at a high rate of speed before stopping. Deputies recovered the discarded bag, which was filled with smaller bags of cocaine. In all, Marin had 132 grams of white gold.
While serving eight months in prison, Marin had time to perfect his business plan. In 1985, he expanded his cocaine operation from one-ounce packages to half-kilo and kilo quantities, according to a 1991 federal indictment that alleged Marin was part of a drug ring that purchased cocaine in Miami and resold it in Broward and Palm Beach counties, Jacksonville, Illinois, Ohio, New Jersey, New York, Alabama, and Canada. Marin then invested the drug proceeds in seemingly legitimate businesses, including A-1 Limousine Service and G-Willikers Night Club, the indictment alleged. Marin pleaded guilty to conspiring to distribute five kilos or more of cocaine and received 57 months in prison, plus five years of probation.
He wasn't the only one to go down. Among those also indicted was John Holmes, who was elected to a Broward County judgeship in the early '70s as a motorcycle-riding 29-year-old who advocated the legalization of marijuana. After stepping down as judge, Holmes represented high-profile drug dealers, including Marin.
In fact, Holmes became so closely linked to Marin's cocaine enterprise that the former judge was forced to plead guilty to one count of conspiring to distribute cocaine. Among Holmes' duties for Marin, according to the indictment, was to provide information about law-enforcement investigations and advise witnesses to flee rather than provide potentially damaging grand-jury testimony against Marin. For his guilty plea, Holmes received 27 months in prison. In December 2000, the former judge was found dead at age 56 in a pay-by-the-week motel from complications of alcoholism.
http://www.browardpalmbeach.com/2003-12-04/news/spam-sandwich/
Marin, who has prior convictions for cocaine deals and money laundering, gained notoriety for his prolific email spamming more than a decade ago when an English organization that monitored junk mail labeled him the "king of spammers."
The final decision on punishment lies with U.S. District Judge Kenneth Marra when he sentences Daoud and Marin on Feb. 3 in federal court in West Palm Beach.
Jeweler and businessman plead guilty in Rothstein hidden diamond case
Jeweler Daoud said he was unaware that Kim Rothstein was secretly selling valuable jewelry as feds were seizing her husband's assets
October 18, 2013|By Paula McMahon, Sun Sentinel
Two Broward County businessmen pleaded guilty to federal charges Friday, admitting they helped to hide an enormous 12.08-carat yellow diamond that Ponzi fraudster Scott Rothstein's wife Kim wanted to keep from being seized by federal authorities.
Fort Lauderdale jeweler Patrick Daoud, the owner of Daoud's Fine Jewelry in Fort Lauderdale, pleaded guilty to obstruction of justice. Boxing promoter and former "spammer" king, Eddy Marin, 51, pleaded guilty to conspiracy to obstruct justice.
Kim Rothstein admitted in February that she plotted to hide more than $1 million worth of jewelry from federal authorities and bankruptcy trustees as they seized her husband's assets after he was arrested in late 2009 for operating a $1.4 billion Ponzi scheme. She faces up to five years in prison when she is sentenced Nov. 12.
Daoud admitted Friday that he paid $175,000 for the rare and valuable "fancy intense" diamond, though his plea agreement spells out that he did not initially know that the diamond belonged to Rothstein. Rothstein's friend Stacie Weisman "falsely informed him that the ring had been given to her by a previous boyfriend" when she sold it to Daoud around September 2011, prosecutors wrote in court records.
His lawyer Fred Haddad said Daoud didn't know Scott and Kim Rothstein and was an honest businessman who was hoodwinked by Weisman's lies.
"[Daoud] never met any of these people," Haddad said of the Rothsteins and Marin. "He didn't know them from Adam's house cat."
But when Daoud testified in a deposition in bankruptcy proceedings linked to the Rothstein criminal case, he lied and said he had never received the diamond from Weisman, prosecutors said. He held on to the diamond until June 27, 2012, when he returned it to Weisman, according to his plea agreement.
Daoud's crime was that he didn't tell the truth when he first realized — during the sworn deposition in the bankruptcy, Haddad said — that the ring had belonged to Rothstein.
"He was perplexed," Haddad said. "He didn't know what to do. ... He let it sit ... then he gave it back to [Weisman]."
Daoud never got back the $175,000 he paid for the jewel, which Scott Rothstein paid more than $400,000 for in 2008.
Prosecutors said they will recommend Daoud be sentenced to two years of supervised release and 10 months of house arrest, which would allow him to keep working and attend religious services.
Marin admitted he was more involved and took an active role in the conspiracy – along with Kim Rothstein, Weisman and Rothstein's former lawyer Scott Saidel – to hide more than $1 million worth of the Rothstein trinkets. He admitted that he helped to sell some of the jewelry and lied about it when he testified under oath in the bankruptcy case. It was not clear Friday what sentence prosecutors will recommend for him.
"He wants to put this behind him and move on with his life as quickly as possible," said Marin's lawyer Michael Entin outside the courtroom, as Marin nodded and said, "Yes."
Marin, who has prior convictions for cocaine deals and money laundering, gained notoriety for his prolific email spamming more than a decade ago when an English organization that monitored junk mail labeled him the "king of spammers."
The final decision on punishment lies with U.S. District Judge Kenneth Marra when he sentences Daoud and Marin on Feb. 3 in federal court in West Palm Beach.
Earlier this month, Kim Rothstein's now-disbarred former lawyer Scott Saidel was sentenced to three years in prison for his role in the conspiracy. He must surrender to prison on Nov. 21. Weisman, who also pleaded guilty to her part in the conspiracy is scheduled for sentencing next month.
Scott Rothstein is serving 50 years in prison for masterminding the biggest investment fraud in South Florida history. His location has been concealed by prosecutors and U.S. Bureau of Prisons officials because he is cooperating in several investigations in an attempt to get some time shaved off his punishment.
pmcmahon@tribune.com, 954-356-4533 or Twitter @SentinelPaula
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FORT LAUDERDALE, Fla. -
Two more people have pleaded guilty to federal charges arising from the fallout of former South Florida lawyer Scott Rothstein's $1.2 billion Ponzi scheme.
Businessmen Patrick Daoud, 54, and Eddy Marin, 50, admitted Friday to helping Rothstein's wife Kim sell jewelry that federal agents were seeking to confiscate. Daoud pleaded guilty to obstruction of justice and Marin to obstruction of justice conspiracy.
Both face a maximum 20-year prison sentence, but they are likely to get far less time. Prosecutors recommended that Daoud receive 10 months house arrest and probation. He'll be sentenced February 3.
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Kim Rothstein faces up to five years behind bars after admitting she hid and tried to sell about $1 million in jewelry bought with proceeds from her husband's scam. Attorney Scott Saidel was sentenced to three years in prison for helping her.
Scott Rothstein is serving a 50-year prison sentence. The scheme involved investments in fake legal settlements.
Copyright 2013 by Local10.com. The Associated Press contributed to this report. All rights reserved. This material may not be published, broadcast, rewritten or redistributed.
On September 1, 2009, Green Streak Group, Inc., a company owned and controlled by Eddy Marin, entered into an agreement of understanding with Green LED Technology, whereby Green Streak agreed to locate a publicly trading company for us to engage in a reorganization which would result in the shareholders of Green LED holding fifty percent of the public company’s common shares and us receiving no less than $5,000,000 in financing in exchange for 100% of Green LED’s common stock. Green Streak is not registered with the Securities and Exchange
HSCO
https://www.google.com/#q=hiscore+eddy+marin
Hi Score Corporation OTCPK: HSCO - OTCIQ.com
https://www.otciq.com/otciq/ajax/showFinancialReportById.pdf?id...?
Aug 22, 2010 - 8, 2008, when we changed our name to Hi Score Corporation. We then ...... records reflect Eddy Marin controls Green Streak Group, Inc.
Patrick Daoud, Eddy Marin: Jeweler and businessman plead guilty ...
articles.sun-sentinel.com/.../fl-kim-rothstein-daoud-marin-20131...?
by Paula McMahon - in 50 Google+ circlesOct 18, 2013 - Two Broward County businessmen pleaded guilty to federal charges Friday, admitting they helped to hide an enormous 12.08-carat yellow ...
that has to be my x-wife / lover. i am suing for half
http://www.cnbc.com/id/101281272
lolllll
very interesting
are they selling? you would you think duracell would be all over them, eh?
that pr makes no sense to me, i just don't get it
Vancouver. hmmmmmmmmmmmmmmmmmmm
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Legal & Compliance, LLC | 330 Clematis Street | Ste. 217 | West Palm Beach | FL | 33401
High Today
1.56
Low Today
1.35
Volume
266.1K
10-Day Avg Volume
188.6K
52-Week High (09/27/13)
2.75
52-Week Low (01/03/13)
0.45
1 Yr % Change (TTM)
146.60
FUNDAMENTALS Market Cap
14.6M
Shares Outstanding
9.9M
Price/Earnings
8.8x
Revenue (TTM)
249.9
Earnings per Share
0.17
Dividend + Yield
-- (0.00%)
Beta
2.01
it is truly sad what has happened here. i hope it gets fixed. glta
http://seekingalpha.com/article/1866081-cash-and-catalysts-could-drive-cbeh-well-above-3-00
Cash And Catalysts Could Drive CBEH Well Above $3.00
Nov 27 2013, 10:11 | 6 comments | about: CBEH
Disclosure: I have no positions in any stocks mentioned, and no plans to initiate any positions within the next 72 hours. (More...)
Recently there have been several Chinese companies that rallied strongly as sentiment improves for Chinese listed equities.
In this favorable environment, China Integrated Energy (OTCPK:CBEH) is poised for a strong move when it releases its re-audited financials.
CBEH has shareholder friendly management and more attractive fundamentals then several of these companies that have rallied. There is a substantial short interest of 868,218 shares which could create a short squeeze which makes for an even more interesting speculative long position at these levels.
Release of Audited Financials a Major Catalyst
In April 2011 KPMG terminated its relationship with CBEH and retracted its 2010 audit opinion when CBEH was attacked by short seller reports. Since that time investors have largely been in the dark with respect to CBEH's financials aside from the release of updated 2011 guidance of $41 million net income ($0.94 EPS).
On May 3, 2013 CBEH announced that it engaged RBMS LLP as its auditor. The company should be close to releasing audited results any time since the audit started over six months ago. Chat groups have speculated results are due soon and the share price has started to creep higher in anticipation of the results.
By putting pieces together from publicly available information it appears that CBEH's net cash per share may be greater than $3.00 which is significantly higher than its current price of $0.55.
CBEH Summary Financial Data
Net cash
Date
per share
EPS
12/31/10
2.08
1.23
Last reported
12/31/11
3.11
0.87
Estimate
12/31/12
3.68
0.80
Estimate
09/30/13
4.11
0.80
Estimate
They imagine they'll never be caught.
like a peeping tom
what a massive dump
zero bid soon
http://imdcompanies.com/additional-common-shares-issued/
HMMMMMMM, KA-BOOOOOOM SOON?
ICBU going to go soon
joe kernen is hilarious
greed and fast,easy money. it'll get you all the time
http://video.cnbc.com/gallery/?play=1&video=3000143342
A Rare Look Inside the SEC
Thu 24 Jan 13 | 08:45 AM ET
Highlight transcript below to create clipAuto ScrollTranscript: Print | Email
watch this
http://www.cnbc.com/id/101262554
The $200 million man: Ponzi schemes in the post-Madoff world
Text Size Published: Wednesday, 11 Dec 2013 | 1:05 PM ETBy: Jeff Pohlman , Valerie Patriarca
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Play VideoThe 'Madoff of the Midwest'CNBC's Andrea Day reports on the master mind Gerard Cellette, who plead guilty to 36 counts of securities fraud in 2011. Gerard Cellette spent money like it was going out of style in Andover, Minn. He owned homes worth $7.2 million, some decked out with bowling alleys and $100,000 video arcades. One barn-like structure had a 1950s-style diner, a screening room and go-cart track out back.
He also spent lavishly on gifts for friends and family members, racking up $1 million on his Visa card. He generously donated $4 million to the Living Word Christian Center in Brooklyn Park, Minn., owned 11 cars and spent $1.1 million on jets and vacations. He shelled out $300,000 on sports tickets, sitting in a luxury box at Minnesota Vikings football games.
To put it mildly, Cellette, 49, lived a dream life. But just like Bernie Madoff—the king of all Ponzi schemes—Cellette paid for all the toys, travel and fun with money he stole from unwitting investors, according to prosecutors. And just like Madoff, who was arrested five years ago Wednesday, Cellette is behind bars.
(Read more: Five years on, Madoff still spinning the story)
Cellette, who graduated from high school but never attended college, ran a nearly $200 million Ponzi scheme out of his home office, according to prosecutors.
Source: Grafe Auction
Cellette's game roomThe pitch was simple enough. He told potential investors his company, Minnesota Printing Service, was plush with lucrative contracts with companies including Target and AT&T, and urged investors to get in on the action. Prosecutors say Cellette guaranteed a 10 percent return on investors' money in 30 days and even sent out testimonials promising that he was the real deal. Prospective investors also received documents that outlined $53 million worth of bogus Minnesota Printing Service's contracts.
Surprisingly, the scheme lasted for five years, with money came pouring in from people like Chris Shaw. "Some of my friends and family have lost everything. They had millions invested in this," said Shaw, who happily handed his money over to Cellette. The two met when their sons played football together. "You know, he sucked me in as a family friend and I wasn't going to question what he did," Shaw said.
(Read more: 10 white-collar fugitives on the FBI's wish list)
Cellette didn't limit himself to Minnesota, though.
He targeted investors in Georgia, Arizona, Colorado, Hawaii, Illinois and California, prosecutors says. But as in most other Ponzi cases, investors for one reason or another eventually wanted to pull their money out.
Source: Grafe Auction
Cellette's barnAccording to Hennepin County Attorney Mike Freeman, some of his wealthier investors asked to examine Cellette's books. "His biggest investors were saying, 'Your bank statements don't hold up to what you say.' " That's when Cellette completely crumbled. He walked into Freeman's office and confessed in 2009. "He basically told us his entire operation. How he did contracts. How he convinced investors," Freeman told CNBC.
Cellette eventually was sentenced to 96 months, and was quietly serving his time in the Hennepin County jail in Minnesota until things got a bit more complicated.
Marc Labreche, the senior deputy prosecutor in Orange County, Calif., recently brought a case against Cellette, who was shackled and shipped from Minnesota to Southern California.
"The loss is incredible. The number of victims is over 80 and we have over $21 million in losses in just Orange County," Labreche said. That number is likely going to increase and Cellette is now facing 455 counts including, aggravated white-collar crime, according to court documents. Cellette plead not guilty and will go to trial in January.
Source: Orange County District Court
But no matter how many Ponzi cases hit the headlines, investors will likely continue to fall for the persuasive pitch of guaranteed returns.
"I think there will always be Ponzis. Unfortunately there will always be victims who needs money fast." said former U.S. Attorney Boyd Johnson III. "I think we learned that when something seems too good to be true, it often is."
Johnson, who is now a white collar defense lawyer, warns would-be Madoffs or Cellettes: "No matter how effective the Ponzi scheme is, at the end of the day it's going to crash down. Problem is, when the music stops, there aren't enough chairs for people to sit on."
—By CNBC's Jeff Pohlman and Valerie Patriarca. Follow the team on Twitter @CNBCinvestigate
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ryan is a clown
They need to fire him but I wouldn't give up on the company. inno will be going much higher
inno should fire all their ir clowns, they're the worst, especially ryan. what a joke
SCAMMERS. you called it
ICBU soon