markhead- here is the MOU from 8K-A dated 07/06/06
and filed with the SEC soon thereafter-July 21, 2006 (on Edgar and Pinksheets filings)and note that the "Surviving Corporation Officers" at the bottom of the MOU are the same as currently listed for Freestone Oil & Gas Corporation as currently on the State of Nevada SOS website that I posted yesterday:
I suspect the Freestone Resources and Freestone Oil & Gas merger agreement, if seperate, has a similar requirement as #4 below. I also suspect that the final condition holding the mergers up is the OTCBB filing- next on my radar:
Memorandum of Understanding
Between
ICHARGEIT, INC.
and
FREESTONE RESOURCES, INC.
Date:
This Memorandum of Understanding is effective as of the date of signature by the last party hereto, June 15 th , 2006.
Purpose:
To set out the agreements and understanding of the parties hereto prior to the merger of the parties hereto
Agreements:
1.
As of the date of merger, the name of the surviving corporation, same being ICHARGEIT, INC. shall be changed to FREESTONE RESOURCES, INC.
2.
Officers and Directors of the surviving corporation shall change by written consent of the directors and officers of ICHARGEIT, INC.
3.
Each corporation is or will be audited by an independent auditor to verify that each company is solvent and is in good standing with their respective Secretary of State or appropriate agency within said corporation’s registration state.
4.
The Merger Agreement to be executed by the parties hereto shall not be binding and effective until such time as favorable audits are completed and all Securities and Exchange Commission qualification rules have been met.
5.
By this Memorandum, LLOYD L. LANE is elected to the Board of Directors of ICHARGEIT, INC. and all necessary and appropriate resolutions shall be taken by ICHARGEIT, INC. to carry out the above election.
6.
At the time of completion of the merger of the corporations herein named, all corporate directors and officers of ICHARGEIT, INC. shall resign and the following shall be elected as follows:
Directors of Surviving Corporation:
A.
LLOYD L. LANE
426 West Highway 84
Fairfield, Texas 75840
B.
JAMIE D. LONG
426 West Highway 84
Fairfield, Texas 75840
C.
KENT KENDALL
426 West Highway 84
Fairfield, Texas 75840
Officers of Surviving Corporation:
LLOYD L. LANE, President
426 West Highway 84
Fairfield, Texas 75840
JAMIE D. LONG, Secretary
426 West Highway 84
Fairfield, Texas 75840
KENT KENDALL, Treasurer
426 West Highway 84
Fairfield, Texas 75840
This instrument is not a contract but does set out the agreement of the parties:
ICHARGEIT, INC.
FREESTONE RESOURCES, INC
11 Washington Street
426 West Highway 84
Hawthorne, New Jersey
Fairfield, Texas
By:
JAMES CARROLL, President
June 15 th , 2006
LLOYD L. LANE, President
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