UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
SPEEDHAUL HOLDINGS, INC.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
847707205
(CUSIP Number)
Genesis Technology Group, Inc.
7900 Glades Road, Suite 420
Boca Raton, Florida 33434
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
June 29, 2007
-------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|.
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be `filed' for the purpose of Section 18 of the Securities Exchange Act of
1934 or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however see the Notes).
CUSIP No. 847707205
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Genesis Technology Group, Inc.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 8,542,500
OWNED BY -----------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH -
-----------------------------------------------------------
9 SOLE DISPOSITIVE POWER
8,542,500
-----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-
-----------------------------------------------------------
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,542,500
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.08%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
--------------------------------------------------------------------------------
Item 1. Security and Issuer.
This statement relates to the common stock, par value $0.0001 per share
("Common Stock"), of Speedhaul Holdings, Inc., a New Jersey corporation (the
"Company"). The address of the Company's principal executive office is No. 31
Tongdao South Road, Hohhot, Inner Mongolia, China
Item 2. Identity and Background.
This Schedule 13D is being filed on behalf of Genesis Technology Group,
Inc. ("GTEC"). GTEC is a Florida corporation that provides business development
and marketing services to small and mid-size companies in the United States and
China. The person named in this paragraph is sometimes referred to herein as the
"Reporting Person". The business address of GTEC is 7900 Glades Road, Suite 420,
Boca Raton, Florida 33434. During the past five years, GTEC has not been
convicted in a criminal proceeding (excluding traffic violations and similar
misdemeanors).
During the past five years, GTEC has not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding, was or are subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
Item 3. Source and Amount of Funds and Other Consideration.
On June 29, 2007, the Company entered into a Share Exchange Agreement
("Agreement") by and among Gold Horse International, Inc., a Nevada corporation
("Gold Horse"), and the stockholders of 100% of Gold Horse's common stock (the
"Gold Horse Stockholders"), on the one hand, and the Company and a majority of
the Company's stockholders ("Speedhaul Stockholders"), on the other hand. Under
the Agreement (i) Gold Horse became a wholly-owned subsidiary of the Company,
(ii) the nominees of Gold Horse for officers and directors of the Company became
the officers and directors of the Company, and (iii) the Company issued
50,000,002 shares of its common stock to the Gold Horse Stockholders and their
assignees (collectively "Share Exchange"). The Company issued a total of
8,542,500 shares of common stock to GTEC as an assignee of the Gold Horse
Stockholders. A copy of the Agreement is attached hereto as an exhibit.
Item 4. Purpose of Transaction.
The Reporting Person acquired the securities as an assignee of the Gold
Horse Stockholders pursuant to the Share Exchange. See Item 3 of this Schedule
13D, which is hereby incorporated by reference.
The Reporting Person presently does not have the intention to pursue plans
or proposals which relate to or would result in: (a) the acquisition by any
person of additional securities of the Company; (b) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Company or any of its subsidiaries; (c) a sale or transfer of a material amount
of assets of the Company or of any of its subsidiaries; (d) any change in the
present board of directors or management of the Company, including any plans or
proposals to change the number or term of directors or to fill any existing
vacancies on the board; (e) any material change in the present capitalization or
dividend policy of the Company; (f) any other material change in the Company's
business or corporate structure; (g) changes in the Company's charter, bylaws or
instruments corresponding thereto or other actions which may impede the
acquisition of control of the issuer by any other person; (h) causing a class of
securities of the Company to be delisted from a national securities exchange or
to cease to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association; (i) a class of equity securities of
the Company becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Act; or (j) any similar action to those
enumerated above.
Item 5. Interest in Securities of the Company.
(a) The aggregate number and percentage of class of securities identified
pursuant to Item 1 beneficially owned by the Reporting Person may be found in
rows 11 and 13 of the Cover Pages, which hereby is incorporated by reference.
(b) The powers that the Reporting Person has relative to the shares
discussed herein may be found in rows 7 through 10 of the Cover Pages, which
hereby is incorporated by reference.
(c) All transactions in the class of securities reported or effected by
the Reporting Person during the past 60 days may be found in Item 3.
(d) None.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
The information provided in Item 4 is hereby incorporated by reference. To
the best of the knowledge of the Reporting Person, there are no other contracts,
arrangements, understandings or relationships with respect to securities of the
Issuer.
Item 7. Materials to be Filed as Exhibits.
(1) Share Exchange Agreement among Speedhaul Holdings, Inc., the
Speedhaul Stockholders, Gold Horse and the Gold Horse Shareholders
dated June 29, 2007 attached hereto as Exhibit A.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
Dated: July 9, 2007
Genesis Technology Group, Inc.
By: /s/ Kenneth L. Clinton
----------------------------------
Kenneth L. Clinton
Its: President
---------------------------------
EXHIBIT A
SHARE EXCHANGE AGREEMENT
This Share Exchange Agreement, dated as of June 29, 2007 (this
"Agreement"), is made and entered into by and among the shareholders of Gold
Horse International, Inc., a Nevada corporation ("Gold Horse") (each, a "Gold
Horse Stockholder," collectively, the "Gold Horse Stockholders"), listed on
Schedule I attached, on the one hand; and Speedhaul Holdings, Inc., a publicly
traded New Jersey corporation (OTCBB: SPEH.OB) ("SPEH"), Speedhaul, Inc., a New
Jersey corporation and wholly owned subsidiary of SPEH ("SPEH Sub"), and Andrew
Norins, an individual (the "SPEH Stockholder") on the other hand. Gold Horse is
a party to this agreement solely to make representations and warranties as set
forth herein.
RECITALS
WHEREAS, the Board of Directors of SPEH has adopted resolutions approving
SPEH's acquisition of shares of Gold Horse (the "Acquisition") upon the terms
and conditions hereinafter set forth in this Agreement;
WHEREAS, each Gold Horse Stockholder owns the number of shares of common
stock of Gold Horse set forth opposite such Gold Horse Stockholder's name in
Column I on Schedule I attached hereto (collectively, the "Gold Horse Shares");
WHEREAS, the Gold Horse Stockholders own, collectively, an amount of
shares of common stock of Gold Horse, constituting 100% of the issued and
outstanding capital stock of Gold Horse, and the Gold Horse Stockholders desire
to sell their respective portion of the Gold Horse Shares pursuant to the terms
and conditions of this Agreement;
WHEREAS, the SPEH Stockholder holds an amount of shares of SPEH common
stock which represents at least a majority of the issued and outstanding capital
stock of SPEH;
WHEREAS, the SPEH Stockholder will enter into this Agreement for the
purpose of making certain representations, warranties, covenants,
indemnifications and agreements;
WHEREAS, it is intended that the terms and conditions of this Agreement
comply in all respects with Section 368(a)(1)(B) of the Code and the regulations
corresponding thereto, so that the Acquisition shall qualify as a tax free
reorganization under the Code.
NOW, THEREFORE, the parties hereto, intending to be legally bound, agree
as follows:
ARTICLE 1
THE ACQUISITION
1.1 The Acquisition. Upon the terms and subject to the conditions hereof,
at the Closing (as hereinafter defined) the parties shall do the following:
(a) The Gold Horse Stockholders will sell, convey, assign, transfer
and deliver to SPEH stock certificates representing the Gold Horse Shares,
which shall constitute 100% of the issued and outstanding shares of Gold
Horse.
(b) As consideration for the acquisition of the Gold Horse Shares,
SPEH will issue to each Gold Horse Stockholder (and their assignees), in
exchange for such Gold Horse Stockholder's pro rata portion of the Gold
Horse Shares, one or more stock certificates representing the number of
shares of SPEH common stock set forth opposite such party's name in Column
II on Schedule 1.1(a) attached hereto (collectively, the "SPEH Shares").
The SPEH Shares issued shall equal 97.00% of the outstanding shares of
SPEH common stock at the time of Closing. For example, if there are
1,500,000 shares of SPEH common stock outstanding immediately prior to the
Closing, then there shall be 48,500,000 shares of SPEH common stock issued
to the Gold Horse Stockholders and their assignees at Closing.
(c) Mr. Andrew Norins shall cause 9,655,050 shares of SPEH common
stock held by him to be cancelled pursuant to Section 6.6 hereof.
(d) Gold Horse shall cause USD $325,000 to be delivered via wire
transfer to an account specified by Mr. Andrew Norins to pay all the
outstanding obligations of SPEH at the time of Closing. The parties
acknowledge that the sum of $25,000 as a non-refundable deposit has
already been paid. Such amount shall also be used to pay all outstanding
obligations of SPEH.
1.2 Closing Date. The closing of the Acquisition (the "Closing") shall
take place as soon as practicable upon signing of this Agreement, and prior to
June 30, 2007, or on such other date as may be mutually agreed upon by the
parties. Such date is referred to herein as the "Closing Date."
1.3 Taking of Necessary Action; Further Action. If, at any time after the
Closing, any further action is necessary or desirable to carry out the purposes
of this Agreement, the Gold Horse Stockholders, Gold Horse, SPEH Stockholders,
SPEH and/or SPEH Sub will take all such lawful and necessary action.
ARTICLE 2
REPRESENTATIONS AND WARRANTIES OF GOLD HORSE
Gold Horse hereby represents and warrants to SPEH and Andrew Norins as
follows:
2.1 Organization. Gold Horse has been duly incorporated, validly exists as
a corporation, and is in good standing under the laws of its jurisdiction of
incorporation, and has the requisite power to carry on its business as now
conducted.
2.2 Capitalization. The authorized capital stock of Gold Horse consists of
1,000,000 shares of common stock, $0.0001 par value, of which at the Closing, no
more than 1,000 shares shall be issued and outstanding. All of the issued and
outstanding shares of capital stock of Gold Horse, as of the Closing, are duly
authorized, validly issued, fully paid, non-assessable and free of preemptive
rights. There are no voting trusts or any other agreements or understandings
with respect to the voting of Gold Horse's capital stock.
2.3 Certain Corporate Matters. Gold Horse is duly qualified to do business
as a corporation and is in good standing in each jurisdiction in which the
ownership of its properties, the employment of its personnel or the conduct of
its business requires it to be so qualified, except where the failure to be so
qualified would not have a material adverse effect on Gold Horse's financial
condition, results of operations or business. Gold Horse has full corporate
power and authority and all authorizations, licenses and permits necessary to
carry on the business in which it is engaged and to own and use the properties
owned and used by it.
2.4 Authority Relative to this Agreement. Gold Horse has the requisite
power and authority to enter into this Agreement and to carry out its
obligations hereunder. The execution, delivery and performance of this Agreement
by Gold Horse and the consummation by Gold Horse of the transactions
contemplated hereby have been duly authorized by the Board of Directors of Gold
Horse and no other actions on the part of Gold Horse are necessary to authorize
this Agreement or the transactions contemplated hereby. This Agreement has been
duly and validly executed and delivered by Gold Horse and constitutes a valid
and binding agreement of Gold Horse, enforceable against Gold Horse in
accordance with its terms, except as such enforcement may be limited by
bankruptcy, insolvency or other similar laws affecting the enforcement of
creditors' rights generally or by general principles of equity.
2.5 Consents and Approvals; No Violations. Except for applicable
requirements of federal securities laws and state securities or blue-sky laws,
no filing with, and no permit, authorization, consent or approval of, any third
party, public body or authority is necessary for the consummation by Gold Horse
of the transactions contemplated by this Agreement. Neither the execution and
delivery of this Agreement by Gold Horse nor the consummation by Gold Horse of
the transactions contemplated hereby, nor compliance by Gold Horse with any of
the provisions hereof, will (a) conflict with or result in any breach of any
provisions of the charter or Bylaws of Gold Horse, (b) result in a violation or
breach of, or constitute (with or without due notice or lapse of time or both) a
default (or give rise to any right of termination, cancellation or acceleration)
under, any of the terms, conditions or provisions of any note, bond, mortgage,
indenture, license, contract, agreement or other instrument or obligation to
which Gold Horse is a party or by which they any of their respective properties
or assets may be bound or (c) violate any order, writ, injunction, decree,
statute, rule or regulation applicable to Gold Horse, or any of its properties
or assets, except in the case of clauses (b) and (c) for violations, breaches or
defaults which are not in the aggregate material to SPEH or SPEH Sub taken as a
whole.
2.6 Books and Records. The books and records of Gold Horse delivered to
SPEH prior to the Closing fully and fairly reflect the transactions to which
Gold Horse is a party or by which it or its properties are bound and there shall
be no material difference between the unaudited financials of Gold Horse given
to SPEH and the actual reviewed US GAAP results of Gold Horse for the three
month period ended March 31, 2007.
2.7 Intellectual Property. Gold Horse has no knowledge of any claim that,
or inquiry as to whether, any product, activity or operation of Gold Horse
infringes upon or involves, or has resulted in the infringement of, any
trademarks, trade-names, service marks, patents, copyrights or other proprietary
rights of any other person, corporation or other entity; and no proceedings have
been instituted, are pending or are threatened.
2.8 Litigation. Gold Horse is not subject to any judgment or order of any
court or quasi-judicial or administrative agency of any jurisdiction, domestic
or foreign, nor is there any charge, complaint, lawsuit or governmental
investigation pending against Gold Horse. Gold Horse is not a plaintiff in any
action, domestic or foreign, judicial or administrative. There are no existing
actions, suits, proceedings against or investigations of Gold Horse, and Gold
Horse knows of no basis for such actions, suits, proceedings or investigations.
There are no unsatisfied judgments, orders, decrees or stipulations affecting
Gold Horse or to which Gold Horse is a party.
2.9 Legal Compliance. To the best knowledge of Gold Horse, after due
investigation, no claim has been filed against Gold Horse alleging a violation
of any applicable laws and regulations of foreign, federal, state and local
governments and all agencies thereof. Gold Horse hold all of the material
permits, licenses, certificates or other authorizations of foreign, federal,
state or local governmental agencies required for the conduct of their
respective businesses as presently conducted.
2.10 Contracts. Gold Horse has delivered to SPEH copies of each and every:
(a) Contract or series of related contracts with the following
Chinese companies:
(i) Inner Mongolia Golden Horse Real Estate
Development Co., Ltd.
(ii) Inner Mongolia Golden Horse Construction Co.,
Ltd.; and
(iii) Inner Mongolia Golden Horse Hotel Co., Ltd.
(b) material agreement of Gold Horse not made in the ordinary course
of business.
All of the foregoing are referred to as the "Contracts." The copies of
each of the Contracts delivered are accurate and complete. Each Contract is in
full force and effect and constitutes a legal, valid and binding obligation of,
and is legally enforceable against, the respective parties thereto. There is no
material default with respect to any such contract which will give rise to
liability in respect thereof on the part of Gold Horse or the other parties
thereto. No notice of default or similar notice has been given or received by
Gold Horse under any of such contracts.
2.11 Disclosure. The representations and warranties and statements of fact
made by Gold Horse in this Agreement are, as applicable, accurate, correct and
complete and do not contain any untrue statement of a material fact or omit to
state any material fact necessary in order to make the statements and
information contained herein not false or misleading.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES
OF THE GOLD HORSE STOCKHOLDERS
The Gold Horse Stockholders hereby represent and warrant to SPEH as
follows:
3.1 Ownership of the Gold Horse Shares. Each Gold Horse Stockholder owns,
beneficially and of record, good and marketable title to the Gold Horse Shares
set forth opposite such Gold Horse Stockholder's name in Column I on Schedule I
attached hereto, free and clear of all security interests, liens, adverse
claims, encumbrances, equities, proxies, options or Stockholders' agreements.
Each Gold Horse Stockholder represents that such person has no right or claims
whatsoever to any shares of Gold Horse capital stock, other than shares listed
across such Gold Horse Stockholder on Schedule I and does not have any options,
warrants or any other instruments entitling such Gold Horse Stockholder to
exercise to purchase or convert into shares of Gold Horse capital stock. At the
Closing, the Gold Horse Stockholders will convey to SPEH good and marketable
title to the Gold Horse Shares, free and clear of any security interests, liens,
adverse claims, encumbrances, equities, proxies, options, shareholders'
agreements or restrictions.
3.2 Authority Relative to this Agreement. This Agreement has been duly and
validly executed and delivered by each Gold Horse Stockholder and constitutes a
valid and binding agreement of each Gold Horse Stockholder, enforceable against
each Gold Horse Stockholder in accordance with its terms, except as such
enforcement may be limited by bankruptcy, insolvency or other similar laws
affecting the enforcement of creditors' rights generally or by general
principles of equity.
3.3 Restricted Securities. Each Gold Horse Stockholder acknowledges that
the SPEH Shares will not be registered pursuant to the Securities Act of 1933,
as amended (the "Securities Act") or any applicable state securities laws, that
the SPEH Shares will be characterized as "restricted securities" under federal
securities laws, and that under such laws and applicable regulations the SPEH
Shares cannot be sold or otherwise disposed of without registration under the
Securities Act or an exemption therefrom. In this regard, each Gold Horse
Stockholder is familiar with Rule 144 promulgated under the Securities Act, as
currently in effect, and understands the resale limitations imposed thereby and
by the Securities Act.
3.4 Accredited Investor. Each Gold Horse Stockholder is an "Accredited
Investor" as that term is defined in Rule 501 of Regulation D promulgated under
the Securities Act. Each Gold Horse Stockholder is able to bear the economic
risk of acquiring the SPEH Shares pursuant to the terms of this Agreement,
including a complete loss of such Gold Horse Stockholder's investment in the
SPEH Shares.
3.5 Legend. Each Gold Horse Stockholder acknowledges that the
certificate(s) representing such Gold Horse Stockholder's pro rata portion of
the SPEH Shares shall each conspicuously set forth on the face or back thereof a
legend in substantially the following form:
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR
HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO
THE SECURITIES UNDER SAID ACT OR PURSUANT TO AN EXEMPTION FROM
REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT
SUCH REGISTRATION IS NOT REQUIRED.
ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF
SPEH AND THE SPEH SHAREHOLDERS
SPEH and the SPEH Stockholder hereby represent and warrant, jointly and
severally, to Gold Horse and the Gold Horse Stockholders as of the date hereof
and as of the Closing Date (unless otherwise indicated), as follows:
4.1 Organization. SPEH is a corporation duly organized, validly existing
and in good standing under the laws of the state of its incorporation, and has
the requisite corporate power to carry on its business as now conducted.
4.2 Capitalization. SPEH's authorized capital stock consists of
100,000,000 shares of capital stock, all of which are designated as Common
Stock, of which 11,155,050 shares are and shall be issued and outstanding
immediately prior to the Closing. When issued, the SPEH Shares and the
securities into which the SPEH Shares can be converted into will be duly
authorized, validly issued, fully paid, non-assessable and free of preemptive
rights. There are no outstanding or authorized options, rights, warrants, calls,
convertible securities, rights to subscribe, conversion rights or other
agreements or commitments to which SPEH is a party or which are binding upon
SPEH providing for the issuance by SPEH or transfer by SPEH of additional shares
of SPEH's capital stock and SPEH has not reserved any shares of its capital
stock for issuance, nor are there any outstanding stock option rights, phantom
equity or similar rights, contracts, arrangements or commitments to issue
capital stock of SPEH. There are no voting trusts or any other agreements or
understandings with respect to the voting of SPEH's capital stock. There are no
obligations of SPEH to repurchase, redeem or otherwise require any shares of its
capital stock as of the Closing.
4.3 Certain Corporate Matters. SPEH is duly licensed or qualified to do
business and is in good standing as a foreign corporation in every jurisdiction
in which the character of such properties or nature of such business requires it
to be so licensed or qualified other than such jurisdictions in which the
failure to be so licensed or qualified does not, or insofar as can reasonably be
foreseen, in the future will not, have a material adverse effect on its
financial condition, results of operations or business. SPEH has full corporate
power and authority and all authorizations, licenses and permits necessary to
carry on the business in which it is engaged or in which it proposes presently
to engage and to own and use the properties owned and used by it. SPEH has
delivered to Gold Horse true, accurate and complete copies of its certificate or
articles of incorporation and bylaws of SPEH, which reflect all restatements of
and amendments made thereto at any time prior to the date of this Agreement. The
records of meetings of the Stockholders and Board of Directors of SPEH are
complete and correct in all material respects. The stock records of SPEH and the
Stockholder lists of SPEH that SPEH has previously furnished to Gold Horse are
complete and correct in all material respects and accurately reflect the record
ownership and the beneficial ownership of all the outstanding shares of SPEH's
capital stock and any other outstanding securities issued by SPEH. SPEH is not
in default under or in violation of any provision of its certificate or articles
of incorporation or bylaws in any material respect. SPEH is not in any material
default or in violation of any restriction, lien, encumbrance, indenture,
contract, lease, sublease, loan agreement, note or other obligation or liability
by which it is bound or to which any of its assets is subject.
4.4 Authority Relative to this Agreement. Each of SPEH and the SPEH
Stockholder has the requisite power and authority to enter into this Agreement
and carry out its or his obligations hereunder. The execution, delivery and
performance of this Agreement by SPEH and the consummation of the transactions
contemplated hereby have been duly authorized by the Board of Directors of SPEH,
and no other actions on the part of SPEH are necessary to authorize this
Agreement or the transactions contemplated hereby. This Agreement has been duly
and validly executed and delivered by SPEH, SPEH Sub and the SPEH Stockholder
and constitutes a valid and binding obligation of SPEH, SPEH Sub and each SPEH
Stockholder, enforceable in accordance with its terms, except as such
enforcement may be limited by bankruptcy, insolvency or other similar laws
affecting the enforcement of creditors' rights generally or by general
principles of equity.
4.5 Consents and Approvals; No Violations. Except for applicable
requirements of federal securities laws and state securities or blue-sky laws,
no filing with, and no permit, authorization, consent or approval of, any third
party, public body or authority is necessary for the consummation by SPEH of the
transactions contemplated by this Agreement. Neither the execution and delivery
of this Agreement by SPEH nor the consummation by SPEH of the transactions
contemplated hereby, nor compliance by SPEH with any of the provisions hereof,
will (a) conflict with or result in any breach of any provisions of the charter
or Bylaws of SPEH, (b) result in a violation or breach of, or constitute (with
or without due notice or lapse of time or both) a default (or give rise to any
right of termination, cancellation or acceleration) under, any of the terms,
conditions or provisions of any note, bond, mortgage, indenture, license,
contract, agreement or other instrument or obligation to which SPEH is a party
or by which they any of their respective properties or assets may be bound or
(c) violate any order, writ, injunction, decree, statute, rule or regulation
applicable to SPEH, or any of their respective properties or assets, except in
the case of clauses (b) and (c) for violations, breaches or defaults which are
not in the aggregate material to SPEH taken as a whole.
4.6 SEC Documents. SPEH hereby makes reference to the following documents
filed with the United States Securities and Exchange Commission (the "SEC"), as
posted on the SEC's website, www.sec.gov: (collectively, the "SEC Documents"):
(a) Registration Statements on Form SB-2 on February 2, 2006 and May 2, 2005,
and all amendments thereto; (b) Annual Reports on Form 10-KSB for the fiscal
years ended December 31, 2006, 2005 and any amendments thereto; (c) Quarterly
Reports on Form 10-QSB for the periods ended March 31, 2007, 2006, 2005, June
30, 2006, 2005, September 30, 2006, 2005, and any amendments thereto; and (d)
Current Reports on Form 8-K filed from January 31, 2005 through the date of
Closing. The SEC Documents constitute all of the documents and reports that SPEH
was required to file with the SEC pursuant to the Securities Exchange Act of
1934 ("Exchange Act") and the rules and regulations promulgated thereunder by
the SEC since the effectiveness of any and all registration statements of SPEH
on Form SB-2. As of their respective dates, the SEC Documents complied in all
material respects with the requirements of the Securities Act and/or the
Exchange Act, as the case may require, and the rules and regulations promulgated
thereunder and none of the SEC Documents contained an untrue statement of a
material fact or omitted to state a material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading. As of the date of Closing, except as set
forth in the disclosure schedule attached hereto, none of SPEH's filings with
the SEC are under review or are the subject of issued comments under letters
from the SEC which have not been resolved. The consolidated financial statements
of SPEH included in the SEC Documents comply as to form in all material respects
with applicable accounting requirements and the published rules and regulations
of the SEC with respect thereto, have been prepared in accordance with generally
accepted accounting principles in the United States (except, in the case of
unaudited statements, as permitted by the applicable form under the Securities
Act and/or the Exchange Act) applied on a consistent basis during the periods
involved (except as may be indicated in the notes thereto) and fairly present
the financial position of SPEH as of the dates thereof and its consolidated
statements of operations, Stockholders' equity and cash flows for the periods
then ended (subject, in the case of unaudited statements, to normal and
recurring year-end audit adjustments which were and are not expected to have a
material adverse effect on SPEH, its business, financial condition or results of
operations). Except as and to the extent set forth on the consolidated balance
sheet of SPEH as of December 31, 2006, including the notes thereto, SPEH has no
liability or obligation of any nature (whether accrued, absolute, contingent or
otherwise and whether required to be reflected on a balance sheet or not).
4.7 Financial Statements.
(a) Included in the SEC Documents are the audited consolidated
balance sheet of SPEH as at December 31, 2006 and 2005, and the related
statement of operations, Stockholders' equity and cash flows for the two years
then ended, together with the unqualified report thereon (except with respect to
continuation as a going concern) of Webb & Co., P.A. ("Webb"), independent
auditors (collectively, "SPEH's Audited Financials").
(b) Included in the SEC Documents are the unaudited consolidated
balance sheet of SPEH as at March 31, 2007, and the related statement of
operations, Stockholders' equity and cash flows for the three months then ended,
as reviewed by Webb ("SPEH's Interim Financials").
(c) SPEH's Audited Financials and SPEH's Interim Financials
(collectively "SPEH's Financial Statements") are (i) in accordance with the
books and records of SPEH, (ii) correct and complete, (iii) fairly present the
financial position and results of operations of SPEH and SPEH Sub as of the
dates indicated, and (iv) prepared in accordance with U.S. GAAP (except that (x)
unaudited financial statements may not be in accordance with GAAP because of the
absence of footnotes normally contained therein, and (y) interim (unaudited)
financials are subject to normal year-end audit adjustments that in the
aggregate will not have a material adverse effect on SPEH or SPEH Sub, their
respective businesses, financial conditions or results of operations.
4.8 Events Subsequent to Financial Statements. Except as disclosed in
Schedule 4.8, since December 31, 2006, there has not been:
(a) Any sale, lease, transfer, license or assignment of any assets,
tangible or intangible, of SPEH;
(b) Any damage, destruction or property loss, whether or not covered
by insurance, affecting adversely the properties or business of SPEH;
(c) Any declaration or setting aside or payment of any dividend or
distribution with respect to the shares of capital stock of SPEH or any
redemption, purchase or other acquisition of any such shares;
(d) Any subjection to any lien on any of the assets, tangible or
intangible, of SPEH;
(e) Any incurrence of indebtedness or liability or assumption of
obligations by SPEH;
(f) Any waiver or release by SPEH of any right of any material
value;
(g) Any compensation or benefits paid to officers or directors of
SPEH;
(h) Any change made or authorized in the Articles of Incorporation
or Bylaws of SPEH;
(i) Any loan to or other transaction with any officer, director or
Stockholder of SPEH giving rise to any claim or right of SPEH against any such
person or of such person against SPEH; or
(j) Any material adverse change in the condition (financial or
otherwise) of the respective properties, assets, liabilities or business of
SPEH.
4.9 Liabilities. Except as otherwise disclosed in SPEH's Financial
Statements or to be paid pursuant to the $325,000 payment set forth in Section
1.1(d) hereinabove, neither SPEH nor SPEH Sub has any liability or obligation
whatsoever, either direct or indirect, matured or unmatured, accrued, absolute,
contingent or otherwise. In addition, SPEH and the SPEH Stockholder represent
that upon Closing, neither SPEH nor SPEH Sub will have any liability or
obligation whatsoever, either direct or indirect, matured or unmatured, accrued,
absolute, contingent or otherwise.
4.10 Tax Matters. Except as disclosed in Schedule 4.10:
(a) SPEH has duly filed all material federal, state, local and
foreign tax returns required to be filed by or with respect to them with the
Internal Revenue Service or other applicable taxing authority, and no extensions
with respect to such tax returns have been requested or granted;
(b) SPEH has paid, or adequately reserved against in SPEH's
Financial Statements, all material taxes due, or claimed by any taxing authority
to be due, from or with respect to them;
(c) To the best knowledge of SPEH, there has been no material issue
raised or material adjustment proposed (and none is pending) by the Internal
Revenue Service or any other taxing authority in connection with any of SPEH's
tax returns;
(d) No waiver or extension of any statute of limitations as to any
material federal, state, local or foreign tax matter has been given by or
requested from SPEH; and
For the purposes of this Section 4.10, a tax is due (and must
therefore either be paid or adequately reserved against in SPEH's Financial
Statements) only on the last date payment of such tax can be made without
interest or penalties, whether such payment is due in respect of estimated
taxes, withholding taxes, required tax credits or any other tax.
4.11 Real Property. SPEH does not own or lease any real property.
4.12 Books and Records. The books and records of SPEH delivered to the
Gold Horse Stockholders prior to the Closing fully and fairly reflect the
transactions to which SPEH is a party or by which they or their properties are
bound.
4.13 Questionable Payments. SPEH, nor any employee, agent or
representative of SPEH has, directly or indirectly, made any bribes, kickbacks,
illegal payments or illegal political contributions using Company funds or made
any payments from SPEH's funds to governmental officials for improper purposes
or made any illegal payments from SPEH's funds to obtain or retain business.
4.14 Intellectual Property. SPEH does not own or use any trademarks, trade
names, service marks, patents, copyrights or any applications with respect
thereto. SPEH and the SPEH Stockholder have no knowledge of any claim that, or
inquiry as to whether, any product, activity or operation of SPEH infringes upon
or involves, or has resulted in the infringement of, any trademarks,
trade-names, service marks, patents, copyrights or other proprietary rights of
any other person, corporation or other entity; and no proceedings have been
instituted, are pending or are threatened.
4.15 Insurance. SPEH has no insurance policies in effect.
4.16 Contracts. Except as set forth on Schedule 4.16, SPEH has no material
contracts, leases, arrangements or commitments (whether oral or written). SPEH
is not a party to or bound by or affected by any contract, lease, arrangement or
commitment (whether oral or written) relating to: (a) the employment of any
person; (b) collective bargaining with, or any representation of any employees
by, any labor union or association; (c) the acquisition of services, supplies,
equipment or other personal property; (d) the purchase or sale of real property;
(e) distribution, agency or construction; (f) lease of real or personal property
as lessor or lessee or sublessor or sublessee; (g) lending or advancing of
funds; (h) borrowing of funds or receipt of credit; (i) incurring any obligation
or liability; or (j) the sale of personal property.
4.17 Litigation. Neither SPEH nor SPEH Sub is subject to any judgment or
order of any court or quasi-judicial or administrative agency of any
jurisdiction, domestic or foreign, nor is there any charge, complaint, lawsuit
or governmental investigation pending against SPEH or SPEH Sub. Neither SPEH nor
SPEH Sub is a plaintiff in any action, domestic or foreign, judicial or
administrative. There are no existing actions, suits, proceedings against or
investigations of SPEH or SPEH Sub, and SPEH knows of no basis for such actions,
suits, proceedings or investigations. There are no unsatisfied judgments,
orders, decrees or stipulations affecting SPEH or SPEH Sub or to which SPEH or
SPEH Sub is a party.
4.18 Employees. SPEH has no employees. SPEH owes no compensation of any
kind, deferred or otherwise, to any current or previous employees. SPEH has no
written or oral employment agreement with any officer or director of SPEH. SPEH
is not a party to or bound by any collective bargaining agreement. Except as set
forth on Schedule 4.18, there are no loans or other obligations payable or owing
by SPEH to any Stockholder, officer, director or employee of SPEH, nor are there
any loans or debts payable or owing by any of such persons to SPEH or any
guarantees by SPEH of any loan or obligation of any nature to which any such
person is a party.
4.19 Employee Benefit Plans. SPEH does not have any (a) non-qualified
deferred or incentive compensation or retirement plans or arrangements, (b)
qualified retirement plans or arrangements, (c) other employee compensation,
severance or termination pay or welfare benefit plans, programs or arrangements
or (d) any related trusts, insurance contracts or other funding arrangements
maintained, established or contributed to by SPEH.
4.20 Legal Compliance. To the best knowledge of SPEH, after due
investigation, no claim has been filed against SPEH or SPEH Sub alleging a
violation of any applicable laws and regulations of foreign, federal, state and
local governments and all agencies thereof. SPEH hold all of the material
permits, licenses, certificates or other authorizations of foreign, federal,
state or local governmental agencies required for the conduct of its business as
presently conducted.
4.21 Subsidiaries and Investments.
(a) Except for the shares of SPEH Sub held by SPEH, SPEH neither
owns any capital stock, has any interest of any kind nor has any agreement or
commitment to purchase any interest, whatsoever in any corporation, partnership,
or other form of business organization.
(b) Schedule 4.21(b) sets forth true and complete copies of the
charter of SPEH Sub, as well as any shareholder agreement relating to such
subsidiary, and any acquisition agreement relating to SPEH Sub. All corporate or
other action that has been taken by SPEH Sub has been duly authorized and does
not conflict with or violate any provision of its charter, bylaws or other
organizational documents.
(c) All outstanding shares of capital stock or other ownership
interests of SPEH Sub are validly issued, fully paid, nonassessable and free of
preemptive rights and are owned (either directly or indirectly) by SPEH without
any encumbrances.
(d) There are no outstanding securities convertible into or
exchangeable for the capital stock of or other equity interests in SPEH Sub and
no outstanding options, rights, subscriptions, calls commitments, warrants or
rights of any character for SPEH, SPEH Sub or any other person or entity to
purchase, subscribe for or to otherwise acquire any shares of such stock or
other securities of SPEH Sub.
(e) There are no outstanding agreements affecting or relating to the
voting, issuance, purchase, redemption, repurchase or transfer of any capital
stock of or other equity interests in SPEH Sub.
(g) SPEH Sub's stock register or similar register of ownership has
complete and accurate records indicating the following: (i) the name and address
of each person or entity owning shares of capital stock or other equity interest
of SPEH Sub and (ii) the certificate number of each certificate evidencing
shares of capital stock or other equity interest issued by SPEH Sub, the number
of shares or other equity interests evidenced by each such certificate, the date
of issuance of such certificate, and, if applicable, the date of cancellation.
Copies of same have been furnished to Gold Horse.
4.22 Broker's Fees. Neither SPEH, nor anyone on its behalf has any
liability to any broker, finder, investment banker or agent, or has agreed to
pay any brokerage fees, finder's fees or commissions, or to reimburse any
expenses of any broker, finder, investment banker or agent in connection with
this Agreement.
4.23 Internal Accounting Controls. SPEH maintains a system of internal
accounting controls sufficient to provide reasonable assurance that (i)
transactions are executed in accordance with management's general or specific
authorizations, (ii) transactions are recorded as necessary to permit
preparation of financial statements in conformity with GAAP and to maintain
asset accountability, (iii) access to assets is permitted only in accordance
with management's general or specific authorization, and (iv) the recorded
accountability for assets is compared with the existing assets at reasonable
intervals and appropriate action is taken with respect to any differences. SPEH
has established disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) for SPEH and designed such disclosure controls
and procedures to ensure that material information relating to SPEH is made
known to the certifying officers by others within those entities, particularly
during the period in which the SPEH's Form 10-KSB or 10-QSB, as the case may be,
is being prepared. SPEH's certifying officers have evaluated the effectiveness
of SPEH's controls and procedures as of end of the filing period prior to the
filing date of the Form 10-QSB for the quarter ended March 31, 2007 (such date,
the "Evaluation Date"). SPEH presented in its most recently filed Form 10-KSB or
Form 10-QSB the conclusions of the certifying officers about the effectiveness
of the disclosure controls and procedures based on their evaluations as of the
Evaluation Date. Since the Evaluation Date, there have been no significant
changes in SPEH's internal controls (as such term is defined in Item 307(b) of
Regulation S-K under the Exchange Act) or, to SPEH's knowledge, in other factors
that could significantly affect SPEH's internal controls.
4.24 Listing and Maintenance Requirements. SPEH's common stock is
currently quoted on the OTC Bulletin Board and SPEH has not, in the 12 months
preceding the date hereof, received any notice from the OTC Bulletin Board or
the NASD or any trading market on which SPEH's common stock is or has been
listed or quoted to the effect that SPEH is not in compliance with the quoting,
listing or maintenance requirements of the OTCBB or such other trading market.
SPEH is, and has no reason to believe that it will not, in the foreseeable
future continue to be, in compliance with all such quoting, listing and
maintenance requirements.
4.25 Application of Takeover Protections. SPEH and its board of directors
have taken all necessary action, if any, in order to render inapplicable any
control share acquisition, business combination, poison pill (including any
distribution under a rights agreement) or other similar anti-takeover provision
under SPEH's certificate or articles of incorporation (or similar charter
documents) or the laws of its state of incorporation that is or could become
applicable to Gold Horse or the Gold Horse Stockholders as a result of the
Acquisition or the exercise of any rights by Gold Horse or the Gold Horse
Stockholders pursuant to this Agreement.
4.26 No SEC or NASD Inquiries. Neither SPEH nor any of its past or present
officers or directors is, or has ever been, the subject of any formal or
informal inquiry or investigation by the SEC or NASD.
4.27 Restrictions on Business Activities. Except as disclosed on Schedule
4.27 hereto, there is no agreement, commitment, judgment, injunction, order or
decree binding upon SPEH or to which SPEH is a party which has or could
reasonably be expected to have the effect of prohibiting or materially impairing
any business practice of SPEH, any acquisition of property by SPEH or the
conduct of business by Gold Horse or SPEH as currently conducted, other than
such effects, individually or in the aggregate, which have not had and could not
reasonably be expected to have a Material Adverse Effect on SPEH.
4.28 Interested Party Transactions. Except as set forth in the Schedule
4.28 hereto or as reflected in the financial statements to be delivered
hereunder, no employee, officer, director or shareholder of SPEH or a member of
his or her immediate family is indebted to SPEH, nor are SPEH indebted (or
committed to make loans or extend or guarantee credit) to any of them, other
than (i) for payment of salary for services rendered, (ii) reimbursement for
reasonable expenses incurred on behalf of SPEH, and (iii) for other employee
benefits made generally available to all employees. Except as set forth in
Schedule 4.28, to the knowledge of SPEH, no employee, officer, director or
shareholder or any member of their immediate families is, directly or
indirectly, interested in any material contract with SPEH (other than such
contracts as relate to any such individual ownership of interests in or
securities of SPEH).
4.29 Disclosure. The representations and warranties and statements of fact
made by SPEH in this Agreement are, as applicable, accurate, correct and
complete and do not contain any untrue statement of a material fact or omit to
state any material fact necessary in order to make the statements and
information contained herein not false or misleading.
ARTICLE 5
INDEMNIFICATION
5.1 SPEH Stockholder Indemnification. For a period of one year after the
Closing, the SPEH Stockholder ("Indemnifying Party") agrees to indemnify Gold
Horse, the Gold Horse Stockholders and each of the officers, agents and
directors of Gold Horse or the Gold Horse Stockholders (each an "Indemnified
Party") against any loss, liability, claim, damage or expense (including, but
not limited to, any and all expenses whatsoever reasonably incurred in
investigating, preparing or defending against any litigation, commenced or
threatened, or any claim whatsoever) (each, a "Claim") to which it or they may
become subject arising out of or based on either (i) any breach of or inaccuracy
in any of the representations and warranties or covenants or conditions made by
SPEH and/or the SPEH Stockholder herein in this Agreement; or (ii) any and all
liabilities arising out of or in connection with: (A) any of the assets of SPEH
or SPEH Sub prior to the Closing; or (B) the operations of SPEH prior to the
Closing (the "SPEH Stockholders Indemnification"). During the period of the SPEH
Stockholders Indemnification, if Gold Horse or the Gold Horse Stockholders shall
become reasonably aware of any Claim covered by this Section 5.1, and while such
Claim is unresolved, Gold Horse shall have the right to issue stop transfer
instructions to its transfer agent with respect to the SPEH Shares held by the
Indemnifying Party.
5.2 Indemnification Procedures. If any action shall be brought against any
Indemnified Party in respect of which indemnity may be sought pursuant to this
Agreement, such Indemnified Party shall promptly notify the Indemnifying Party
in writing, and the Indemnifying Party shall have the right to assume the
defense thereof with counsel of its own choosing. Any Indemnified Party shall
have the right to employ separate counsel in any such action and participate in
the defense thereof, but the fees and expenses of such counsel shall be at the
expense of such Indemnified Party except to the extent that the employment
thereof has been specifically authorized by the Indemnifying Party in writing,
the Indemnifying Party has failed after a reasonable period of time to assume
such defense and to employ counsel or in such action there is, in the reasonable
opinion of such separate counsel, a material conflict on any material issue
between the position of the Indemnifying Party and the position of such
Indemnified Party. The Indemnifying Party will not be liable to any Indemnified
Party under this Article 5 for any settlement by an Indemnified Party effected
without the Indemnifying Party's prior written consent, which shall not be
unreasonably withheld or delayed; or to the extent, but only to the extent that
a loss, claim, damage or liability is attributable to any Indemnified Party's
indemnification pursuant to this Article 5.
ARTICLE 6
COVENANTS AND AGREEMENTS OF THE PARTIES
EFFECTIVE PRIOR TO CLOSING
6.1 Corporate Examinations and Investigations. Prior to the Closing, each
party shall be entitled, through its employees and representatives, to make such
investigations and examinations of the books, records and financial condition of
Gold Horse and SPEH (and SPEH Sub) as each party may request. In order that each
party may have the full opportunity to do so, Gold Horse and SPEH, the Gold
Horse Stockholders and the SPEH Stockholder shall furnish each party and its
representatives during such period with all such information concerning the
affairs of Gold Horse or SPEH or SPEH Sub as each party or its representatives
may reasonably request and cause Gold Horse or SPEH and their respective
officers, employees, consultants, agents, accountants and attorneys to cooperate
fully with each party's representatives in connection with such review and
examination and to make full disclosure of all information and documents
requested by each party and/or its representatives. Any such investigations and
examinations shall be conducted at reasonable times and under reasonable
circumstances, it being agreed that any examination of original documents will
be at each party's premises, with copies thereof to be provided to each party
and/or its representatives upon request.
6.2 Cooperation; Consents. Prior to the Closing, each party shall
cooperate with the other parties to the end that the parties shall (i) in a
timely manner make all necessary filings with, and conduct negotiations with,
all authorities and other persons the consent or approval of which, or the
license or permit from which is required for the consummation of the Acquisition
and (ii) provide to each other party such information as the other party may
reasonably request in order to enable it to prepare such filings and to conduct
such negotiations.
6.3 Conduct of Business. Subject to the provisions hereof, from the date
hereof through the Closing, each party hereto shall (i) conduct its business in
the ordinary course and in such a manner so that the representations and
warranties contained herein shall continue to be true and correct in all
material respects as of the Closing as if made at and as of the Closing and (ii)
not enter into any material transactions or incur any material liability not
required or specifically contemplated hereby, without first obtaining the
written consent of Gold Horse and the holders of a majority of voting stock of
Gold Horse on the one hand and SPEH and the holders of a majority of voting
stock of SPEH common stock on the other hand. Without the prior written consent
of Gold Horse, the Gold Horse Stockholders, SPEH or the SPEH Stockholder, except
as required or specifically contemplated hereby, each party shall not undertake
or fail to undertake any action if such action or failure would render any of
said warranties and representations untrue in any material respect as of the
Closing.
6.4 Litigation. From the date hereof through the Closing, each party
hereto shall promptly notify the representative of the other parties of any
lawsuits, claims, proceedings or investigations which after the date hereof are
threatened or commenced against such party or any of its affiliates or any
officer, director, employee, consultant, agent or shareholder thereof, in their
capacities as such, which, if decided adversely, could reasonably be expected to
have a material adverse effect upon the condition (financial or otherwise),
assets, liabilities, business, operations or prospects of such party or any of
its subsidiaries.
6.5 Notice of Default. From the date hereof through the Closing, each
party hereto shall give to the representative of the other parties prompt
written notice of the occurrence or existence of any event, condition or
circumstance occurring which would constitute a violation or breach of this
Agreement by such party or which would render inaccurate in any material respect
any of such party's representations or warranties herein.
6.6 Share Cancellation. Immediately prior to the Closing, Andrew Norins
shall cause 9,655,050 shares of his 10,000,000 SPEH Shares to be cancelled. In
connection with such share cancellation, Mr. Norins agrees to execute and
deliver any documents and instruments reasonably necessary to effect such
cancellation, including original stock certificate(s) and stock powers, with
proper endorsements and/or medallion certified signatures.
6.7 Bylaws. If necessary, SPEH shall amend its Bylaws to permit the
election and/or appointment of additional new directors to SPEH's Board of
Directors as set forth in Section 7.1(a) below.
6.8 Confidentiality; Access to Information.
(a) Any confidentiality agreement or letter of intent previously
executed by the parties shall be superseded in its entirety by the provisions of
this Agreement. Each party agrees to maintain in confidence any non-public
information received from the other party, and to use such non-public
information only for purposes of consummating the transactions contemplated by
this Agreement. Such confidentiality obligations will not apply to (i)
information which was known to the one party or their respective agents prior to
receipt from the other party; (ii) information which is or becomes generally
known; (iii) information acquired by a party or their respective agents from a
third party who was not bound to an obligation of confidentiality; and (iv)
disclosure required by law. In the event this Agreement is terminated as
provided in Article 8 hereof, each party will return or cause to be returned to
the other all documents and other material obtained from the other in connection
with the Transaction contemplated hereby.
(b) Access to Information.
(i) Gold Horse will afford SPEH and its financial advisors,
accountants, counsel and other representatives reasonable access during
normal business hours, upon reasonable notice, to the properties, books,
records and personnel of Gold Horse during the period prior to the Closing
to obtain all information concerning the business, including the status of
product development efforts, properties, results of operations and
personnel of Gold Horse, as SPEH may reasonably request. No information or
knowledge obtained by SPEH in any investigation pursuant to this Section
6.8 will affect or be deemed to modify any representation or warranty
contained herein or the conditions to the obligations of the parties to
consummate the Transaction.
(ii) SPEH will afford Gold Horse and its financial advisors,
underwriters, accountants, counsel and other representatives reasonable
access during normal business hours, upon reasonable notice, to the
properties, books, records and personnel of SPEH during the period prior
to the Closing to obtain all information concerning the business,
including the status of product development efforts, properties, results
of operations and personnel of SPEH, as Gold Horse may reasonably request.
No information or knowledge obtained by Gold Horse in any investigation
pursuant to this Section 6.8 will affect or be deemed to modify any
representation or warranty contained herein or the conditions to the
obligations of the parties to consummate the Transaction.
6.9 Public Disclosure. Except to the extent previously disclosed or to the
extent the parties believe that they are required by applicable law or
regulation to make disclosure, prior to Closing, no party shall issue any
statement or communication to the public regarding the transaction contemplated
herein without the consent of the other party, which consent shall not be
unreasonably withheld. To the extent a party hereto believes it is required by
law or regulation to make disclosure regarding the Transaction, it shall, if
possible, immediately notify the other party prior to such disclosure.
Notwithstanding the foregoing, the parties hereto agree that SPEH will prepare
and file a Current Report on Form 8-K pursuant to the Exchange Act reasonably
acceptable to Gold Horse to report the execution of this Agreement and that any
party hereto may file any reports as required by the Exchange Act including,
without limitation, any reports on Schedule 13D.
6.10 Assistance with Post-Closing SEC Reports and Inquiries. Upon the
reasonable request of Gold Horse, after the Closing Date, each SPEH Stockholder
shall use his reasonable best efforts to provide such information available to
it, including information, filings, reports, financial statements or other
circumstances of SPEH occurring, reported or filed prior to the Closing, as may
be necessary or required by SPEH for the preparation of the post-Closing Date
reports that SPEH is required to file with the SEC to remain in compliance and
current with its reporting requirements under the Exchange Act, or filings
required to address and resolve matters as may relate to the period prior to the
Closing and any SEC comments relating thereto or any SEC inquiry thereof.
ARTICLE 7
CONDITIONS TO CLOSING
7.1 Conditions to Obligations of Gold Horse and the Gold Horse
Stockholders. The obligations of Gold Horse and the Gold Horse Stockholders
under this Agreement shall be subject to each of the following conditions:
(a) Closing Deliveries. At the Closing, SPEH and/or the SPEH
Stockholder shall have delivered or caused to be delivered to Gold Horse and the
Gold Horse Stockholders the following:
(i) resolutions duly adopted by the Board of Directors of SPEH
authorizing and approving the Acquisition and the execution,
delivery and performance of this Agreement;
(ii) a certificate of good standing for SPEH from its
jurisdiction of incorporation, dated not earlier than five days
prior to the Closing Date;
(iii) written resignations of all officers and directors of
SPEH and SPEH Sub in office immediately prior to the Closing, and
board resolutions electing the following individuals to the
positions with SPEH and SPEH Sub listed opposite their names below:
Liankuan Yang CEO, President and Chairman of the Board
Adam Wasserman CFO
Runlan Ma Secretary
(iv) stock certificates representing the SPEH Shares to be
delivered pursuant to this Agreement registered with the names set
forth in Schedule I;
(v) this Agreement duly executed by SPEH and the SPEH
Stockholder;
(vi) all corporate records, agreements, seals and any other
information reasonably requested by Gold Horse's representatives
with respect to SPEH; and
(vii) such other documents as Gold Horse and/or the Gold Horse
Stockholders may reasonably request in connection with the
transactions contemplated hereby.
(b) Representations and Warranties to be True. The representations
and warranties of SPEH, SPEH Sub and the SPEH Stockholder herein contained shall
be true in all material respects at the Closing with the same effect as though
made at such time. SPEH, SPEH Sub and the SPEH Stockholder shall have performed
in all material respects all obligations and complied in all material respects
with all covenants and conditions required by this Agreement to be performed or
complied with by them at or prior to the Closing.
(c) Transfer of On-Going Business. All current assets of SPEH and
SPEH Sub shall have been transferred to entities owned by certain SPEH
shareholders, in complete settlement of outstanding debt owed to such
shareholders. SPEH and/or the SPEH Stockholder shall use the proceeds of the
purchase price hereunder to settle all other outstanding debts, payables and
liabilities of SPEH on or prior to the Closing Date, and such proceeds may be
paid out of escrow on the Closing Date. SPEH shall have delivered documentary
evidence of such transfer(s) and transactions reasonably satisfactory to Gold
Horse.
(d) No Assets and Liabilities. At the Closing, each of SPEH and SPEH
Sub shall have no liabilities, debts or payables (contingent or otherwise), no
tax obligations, no material assets, and except as contemplated in this
Agreement, no material changes to its business or financial condition shall have
occurred since the date of this Agreement.
(e) SEC Filings. At the Closing, SPEH will be current in all SEC
filings required by it to be filed.
(f) Outstanding Common Stock. SPEH shall have at least 100,000,000
shares of its common stock authorized and shall have no more than 1.5 million
shares of its common stock issued and outstanding after cancellation of
9,655,050 shares of SPEH common stock held by Mr. Norins.
7.2 Conditions to Obligations of SPEH and the SPEH Stockholder. The
obligations of SPEH and the SPEH Stockholder under this Agreement shall be
subject to each of the following conditions:
(a) Closing Deliveries. On the Closing Date, Gold Horse and/or the
Gold Horse Stockholders shall have delivered to SPEH the following:
(i) this Agreement duly executed by Gold Horse and the Gold
Horse Stockholders;
(ii) stock certificates representing the Gold Horse Shares to
be delivered pursuant to this Agreement duly endorsed or
accompanied by duly executed stock powers;
(iii) the $325,000 payment set forth in Section 1.1(d)
hereinabove; and
(iv) such other documents as SPEH may reasonably request in
connection with the transactions contemplated hereby.
(b) Representations and Warranties True and Correct. The
representations and warranties of Gold Horse and the Gold Horse Stockholders
herein contained shall be true in all material respects at the Closing with the
same effect as though made at such time. Gold Horse and the Gold Horse
Stockholders shall have performed in all material respects all obligations and
complied in all material respects with all covenants and conditions required by
this Agreement to be performed or complied with by them at or prior to the
Closing.
ARTICLE 8
SEC FILING; TERMINATION
8.1 At or prior to Closing, SPEH shall prepare the information statement
required by Rule 14f-1 promulgated under the Exchange Act ("14f-1 Information
Statement"), and SPEH shall file the 14f-1 Information Statement with the SEC
and mail the same to each of SPEH's shareholders of record.
8.2 This Agreement may be terminated at any time prior to the Closing:
(a) by mutual written agreement of SPEH and Gold Horse;
(b) by either SPEH or Gold Horse if the Transaction shall not have
been consummated for any reason by June 30, 2007; provided, however, that the
right to terminate this Agreement under this Section 8.2(b) shall not be
available to any party whose action or failure to act has been a principal cause
of or resulted in the failure of the Transaction to occur on or before such date
and such action or failure to act constitutes a breach of this Agreement;
(c) by either SPEH or Gold Horse if a governmental entity shall have
issued an order, decree or ruling or taken any other action, in any case having
the effect of permanently restraining, enjoining or otherwise prohibiting the
Transaction, which order, decree, ruling or other action is final and
non-appealable;
(d) by Gold Horse, upon a material breach of any representation,
warranty, covenant or agreement on the part of SPEH set forth in this Agreement,
or if any representation or warranty of SPEH shall have become materially
untrue, in either case such that the conditions set forth in Section 7.1 would
not be satisfied as of the time of such breach or as of the time such
representation or warranty shall have become untrue, provided, that if such
inaccuracy in SPEH's or SPEH Sub's representations and warranties or breach by
SPEH is curable by SPEH prior to the Closing Date, then Gold Horse may not
terminate this Agreement under this Section 8.2(d) for thirty (30) days after
delivery of written notice from Gold Horse to SPEH of such breach, provided SPEH
continues to exercise commercially reasonable efforts to cure such breach (it
being understood that Gold Horse may not terminate this Agreement pursuant to
this Section 8.2(d) if it shall have materially breached this Agreement or if
such breach by SPEH is cured during such thirty (30)-day period); or
(e) by SPEH, upon a material breach of any representation, warranty,
covenant or agreement on the part of Gold Horse or Gold Horse Stockholders set
forth in this Agreement, or if any representation or warranty of Gold Horse or
Gold Horse Stockholders shall have become materially untrue, in either case such
that the conditions set forth in Section 7.2 would not be satisfied as of the
time of such breach or as of the time such representation or warranty shall have
become untrue, provided, that if such inaccuracy in Gold Horse's or Gold Horse
Stockholders' representations and warranties or breach by Gold Horse or Gold
Horse Stockholders is curable by Gold Horse or Gold Horse Stockholders prior to
the Closing Date, then SPEH may not terminate this Agreement under this Section
8.2(e) for thirty (30) days after delivery of written notice from SPEH to Gold
Horse and Gold Horse Stockholders of such breach, provided Gold Horse and Gold
Horse Stockholders continue to exercise commercially reasonable efforts to cure
such breach (it being understood that SPEH may not terminate this Agreement
pursuant to this Section 8.2(e) if it shall have materially breached this
Agreement or if such breach by Gold Horse or Gold Horse Stockholders is cured
during such thirty (30)-day period).
8.3 Notice of Termination; Effect of Termination. Any termination of this
Agreement under Section 8.2 above will be effective immediately upon (or, if the
termination is pursuant to Section 8.2(d) or Section 8.2(e) and the proviso
therein is applicable, thirty (30) days after) the delivery of written notice of
the terminating party to the other parties hereto. In the event of the
termination of this Agreement as provided in Section 8.2, this Agreement shall
be of no further force or effect and the Transaction shall be abandoned, except
as set forth in this Section 8.2, Section 8.3 and Article 9 (General
Provisions), each of which shall survive the termination of this Agreement.
ARTICLE 9
GENERAL PROVISIONS
9.1 Notices. All notices and other communications hereunder shall be in
writing and shall be deemed to have been duly given if delivered personally,
sent by overnight courier or mailed by registered or certified mail (postage
prepaid and return receipt requested) to the party to whom the same is so
delivered, sent or mailed at addresses set forth on the signature page hereof
(or at such other address for a party as shall be specified by like notice).
9.2 Interpretation. The headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement. References to Sections and Articles refer to
sections and articles of this Agreement unless otherwise stated.
9.3 Severability. If any term, provision, covenant or restriction of this
Agreement is held by a court of competent jurisdiction to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Agreement shall remain in full force and effect and shall
in no way be affected, impaired or invalidated and the parties shall negotiate
in good faith to modify this Agreement to preserve each party's anticipated
benefits under this Agreement.
9.4 Miscellaneous. This Agreement (together with all other documents and
instruments referred to herein): (a) constitutes the entire agreement and
supersedes all other prior agreements and undertakings, both written and oral,
among the parties with respect to the subject matter hereof; (b) except as
expressly set forth herein, is not intended to confer upon any other person any
rights or remedies hereunder and (c) shall not be assigned by operation of law
or otherwise, except as may be mutually agreed upon by the parties hereto.
9.5 Separate Counsel. Each party hereby expressly acknowledges that it has
been advised to seek its own separate legal counsel for advice with respect to
this Agreement, and that no counsel to any party hereto has acted or is acting
as counsel to any other party hereto in connection with this Agreement.
9.6 Governing Law. This Agreement shall be governed by, and construed and
enforced in accordance with, the laws of the State of Florida.
9.7 Counterparts and Facsimile Signatures. This Agreement may be executed
in two or more counterparts, which together shall constitute a single agreement.
This Agreement and any documents relating to it may be executed and transmitted
to any other party by facsimile, which facsimile shall be deemed to be, and
utilized in all respects as, an original, wet-inked manually executed document.
9.8 Amendment. This Agreement may be amended, modified or supplemented
only by an instrument in writing executed by Gold Horse, SPEH, and holders of a
majority of outstanding voting stock of Gold Horse and the holders of a majority
of outstanding voting stock of SPEH; provided that, the consent of any Gold
Horse or SPEH shareholder that is a party to this Agreement shall be required if
the amendment or modification would disproportionately affect such shareholder
(other than by virtue of their ownership of Gold Horse or SPEH shares, as
applicable).
9.9 Parties In Interest. Except as otherwise provided herein, the terms
and conditions of this Agreement shall inure to the benefit of and be binding
upon the respective heirs, legal representatives, successors and assigns of the
parties hereto.
9.10 Waiver. No waiver by any party of any default or breach by another
party of any representation, warranty, covenant or condition contained in this
Agreement shall be deemed to be a waiver of any subsequent default or breach by
such party of the same or any other representation, warranty, covenant or
condition. No act, delay, omission or course of dealing on the part of any party
in exercising any right, power or remedy under this Agreement or at law or in
equity shall operate as a waiver thereof or otherwise prejudice any of such
party's rights, powers and remedies. All remedies, whether at law or in equity,
shall be cumulative and the election of any one or more shall not constitute a
waiver of the right to pursue other available remedies.
9.11 Expenses. At or prior to the Closing, the parties hereto shall pay
all of their own expenses relating to the transactions contemplated by this
Agreement, including, without limitation, the fees and expenses of their
respective counsel and financial advisers.
[Signature Pages Follow]
IN WITNESS WHEREOF, the parties have executed this Share Exchange
Agreement as of the date first written above.
GOLD HORSE INTERNATIONAL, INC.
By: __________________________
Name:
Title:
Address:
__________________________________
__________________________________
__________________________________
Fax: ______________________________
SIGNATURE PAGE OF GOLD HORSE STOCKHOLDERS
-----------------------------------------
GOLD HORSE STOCKHOLDERS:
______________________________________
Yang Liankuan
Stockholder Address:
______________________________________
______________________________________
______________________________________
Fax: _________________________________
______________________________________
Ma Runlan
Stockholder Address:
______________________________________
______________________________________
______________________________________
Fax: _________________________________
______________________________________
Yang Yang
Stockholder Address:
______________________________________
______________________________________
______________________________________
Fax: _________________________________
SIGNATURE PAGE OF SPEH AND SPEH STOCKHOLDERS
--------------------------------------------
SPEH:
SPEEDHAUL HOLDINGS, INC.
By: __________________________
Name: Andrew Norins
Title: Chief Executive Officer,
President
Address:
7 Bayhill Boulevard
Monroe, New Jersey 08831
Fax: __________________________
SPEH SUB:
\
SPEEDHAUL, INC.
By: ___________________________
Name: Andrew Norins
Title: Chief Executive Officer,
President
SPEH Stockholder:
_______________________________
Andrew Norins
Address:
7 Bayhill Boulevard
Monroe, New Jersey 08831
Fax: ___________________________