Zeons Corporation (ZEON)

[Beanpower]

See, I read it as, ONYI is asking for financials and 4 reactors for itself...





6. REORGANIZATION TRANSACTION

6.1 Upon satisfaction of the conditions set forth below, ONYI and USSE shall
ni good faith endeavor to complete a stock purchase, merger or other
reorganization transaction pursuant to which ONYI shall acquire 100% of the
issued and outstanding common stock of USSE in consideration for the ONYI Stock
(the "Reorganization Date"). These conditions include the following:

(i) Completion and delivery to the reasonable satisfaction of ONYI of
the USSE Financial Statements (the "Audit Requirement");

(ii) USSE shall have installed and have active four reactors in its
facility for the production of biofuels.

(iii) Completion and effectiveness of any Registration Statement on
Form S-4 or other appropriate form as required by the rules and regulations of
the United States Securities and Exchange Commission (as more fully discussed
below); and

(iv) The representations and warranties of USSE and ONYI contained in
this Agreement remaining accurate in all material aspects.