KLYS eyes are crossing, reading filings. Couple of things in this one I like, and we need to pursue IMO. And way down below, these guys are no dummies IMO and good negotiators.
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement ("Agreement") is entered into this 23rd
day of August, 1999 by and between Hudson Consulting Group, Inc. ("Hudson") a
Nevada corporation with principal offices located at 268 West 400 South, Suite
300, Salt Lake City, Utah 84101, and Kelly's Coffee Group, Inc., a Colorado
corporation ("Kelly's Coffee") with principal offices located at 268 West 400
South, Suite 300, Salt Lake City, Utah 84101.
WHEREAS, Hudson desires to sell to Kelly's Coffee One Hundred Thousand
(100,000) restricted shares of the common stock of Eagle Wireless International,
Inc. ("Eagle Wireless Shares").
WHEREAS, Hudson also desires to acquire from Kelly's Coffee all the
necessary records of Kelly's Coffee Group, Inc. ("Kelly's Coffee ") which will
allow Hudson to assist Kelly's Coffee in bringing current all of the reports
required under all applicable state and federal securities law ("Records");
WHEREAS, Hudson owns or will own the Eagle Wireless Shares and requires
in its possession all the Records which would allow Hudson to assist Kelly's
Coffee in bringing current all of the reports required under all applicable
state and federal securities laws; and
WHEREAS, Kelly's Coffee will pay One Hundred Thousand Dollars
($100,000) to Hudson in exchange for delivery of all certificates in negotiable
form representing the Eagle Wireless Shares; and Kelly's Coffee will deliver to
Hudson all the necessary Records.
NOW, THEREFORE with the above being incorporated into and made a part
hereof for the mutual consideration set out herein and, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:
1. EXCHANGE. Kelly's Coffee will wire transfer $100,000 to Hudson or assigns
on August 27, 1999 and Hudson will:
a. Overnight the Eagle Wireless Shares represented by the
following certificate No. EW 0765 with all the necessary
executed medallion stock powers and corporate resolutions
transferring ownership to Kelly's Coffee for delivery no later
than August 31, 1999; and
b. Kelly's Coffee will overnight the Records necessary for Hudson
to assist Kelly's Coffee in bringing current all of Kelly's
Coffee 's state and federal securities filings.
2. EXCHANGE OF SHARES. On or before the closing date, set herein to be August
27, 1999 the above-mentioned Eagle Wireless Shares and the Records shall be
delivered to Kelly's Coffee.
3. TERMINATION. This Agreement may be terminated at any time prior to the
Closing Date:
A. BY HUDSON OR KELLY'S COFFEE:
(1) If there shall be any actual or threatened action or
proceeding by or before any court or any other governmental
body which shall seek to restrain, prohibit, or invalidate the
transactions contemplated by this Agreement and which, in
judgement of such Board of
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Directors made in good faith and based upon the advice of
legal counsel, makes it inadvisable to proceed with the
transactions contemplated by this Agreement; or
(2) If the Closing shall have not occurred prior to August 31,
1999, or such later date as shall have been approved by
parties hereto, other than for reasons set forth herein.
B. BY KELLY'S COFFEE:
(1) If Hudson shall fail to comply in any material respect
with any of its or their covenants or agreements contained in
this Agreement or if any of the representations or warranties
of Hudson contained herein shall be inaccurate in any material
respect; or
C. BY HUDSON:
(1) If Kelly's Coffee shall fail to comply in any material
respect with any of its covenants or agreements contained in
this Agreement or if any of the representations or warranties
of Kelly's Coffee contained herein shall be inaccurate in any
material respect;
In the event this Agreement is terminated pursuant to this Paragraph,
this Agreement shall be of no further force or effect, no obligation, right, or
liability shall arise hereunder, and each party shall bear its own costs as well
as the legal, accounting, printing, and other costs incurred in connection with
negotiation, preparation and execution of the Agreement and the transactions
herein contemplated.
4. REPRESENTATIONS AND WARRANTIES OF HUDSON. Hudson hereby represents and
warrants that effective this date and the Closing Date, the following
representations are true and correct:
A. AUTHORITY. Hudson has the full power and authority to enter
this Agreement and to carry out the transactions contemplated
by this Agreement.
B. NO CONFLICT WITH OTHER INSTRUMENTS. The execution of this
Agreement will not violate or breach any document, instrument,
agreement, contract, or commitment material to the business of
Hudson to which Hudson is a party and has been duly authorized
by all appropriate and necessary action.
C. DELIVERANCE OF SHARES. As of the Closing Date, the Eagle
Wireless Shares to be delivered to Kelley's Coffee will be
restricted and constitute valid and legally issued shares of
Eagle Wireless, fully paid and non-assessable and equivalent
in all respects to all other issued and outstanding shares of
Eagle Wireless restricted stock.
D. NO CONFLICT WITH OTHER INSTRUMENT. The execution of this
agreement will not violate or breach any document, instrument,
agreement, contract or commitment material to Hudson.
E. NO REPRESENTATIONS AS TO THE FINANCIAL CONDITION OF HUDSON.
Hudson makes no representations as to the financial condition
of Eagle Wireless International,Inc.
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"CAPITAL RESOURCES AND LIQUIDITY
At August 31, 1999, the Company had current assets of $466,375 and total assets of $466,375 as compared to $304,942 and $304,942 , respectively at February 28, 1999. The Company had a net working capital deficit of $1,069,225 at August 31, 1999 compared to a working capital deficit of $2,005,928 at February 28, 1999.
Net stockholders' deficit in the company was $1,069,225 as of August 31, 1999, compared to $2,005,928 as of August 31, 1998.
The Company improved its working capital and stockholder's deficit as a result of settling $775,270 worth of debt for a cash payment of $20,000."
"
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