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Re: OldBen post# 192241

Monday, 12/26/2011 9:09:10 PM

Monday, December 26, 2011 9:09:10 PM

Post# of 221984
Filing ID Filing Type Filing Name Filing Date Status Standing - Tax Standing - RA
2004-000469563 CORP Western Diversified Mining Resources, Inc. 06/30/2004 Inactive - Administratively Dissolved (Tax) Delinquent Good

https://wyobiz.wy.gov/Business/FilingDetails.aspx?FilingNum=2004-000469563

current address (FFGO ) is no longer active ( per the SEC )

Principal Office: c/o Fortress Financial Group, Inc.
2780 South Jones Boulevard
Suite 3532
Las Vegas, Nevada 89146 USA Mailing Address: c/o Fortress Financial Group, Inc.
2780 South Jones Boulevard
Suite 3532
Las Vegas, Nevada 89146 USA


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ARTICLE II
REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Purchaser as follows:

2.01 Corporate Existence. Seller is a corporation validly existing and in good standing under the laws of Wyoming, and has full corporate power and authority to conduct its business and to the extent now conducted.



2.06 Claims, Litigation, Disclosure. Except as set forth in Schedule 2.06 there is no claim, litigation, tax audit, proceeding or investigation pending or threatened against Seller or its corporate parent with respect to its business, nor is there a basis for any such claim, litigation, audit, proceeding or investigation.



ARTICLE V
CONDITIONS TO OBLIGATIONS OF SELLER

The obligations of Seller hereunder to sell the Shares are subject to the fulfillment, at or before the Closing, of each of the following conditions (all or any of which may be waived in whole or in part by Seller in its sole discretion):

5.01 Representations and Warranties. The representations and warranties made by Purchaser in this Agreement, taken as a whole, shall be true and correct in all material respects on and as of the Closing.

5.02 Performance. Purchaser shall have performed and complied with, in all material respects, the agreements, covenants and obligations required by this Agreement to be so performed or complied with by Purchaser at or before the Closing.

ARTICLE VI
TERMINATION

6.01 Termination. This Agreement may be terminated, and the transactions contemplated hereby may be abandoned:

(a) at any time before the Closing, by mutual written agreement of Seller and Purchaser;

(b) at any time before the Closing, by Seller or Purchaser, in the event that (i) any order or law becomes effective restraining, enjoining, or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or any of the Closing Documents or (ii) there are any litigation or governmental, regulatory or self-regulatory actions or investigations concerning Seller or Purchaser or their respective officers or directors, upon notification of the non-terminating party by the terminating party; or





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