UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
of the
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 5, 2005
AMERIRESOURCE TECHNOLOGIES, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
0-20033 84-1084784
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(Commission File Number) (IRS Employer Identification Number)
3440 E. Russell Road, Suite 217, Las Vegas, Nevada 89120
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(Address of Principal Executive Offices) (Zip Code)
(702) 214-4249
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(Registrant's Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 2.01 Completion of Acquisition or Disposition of Assets.
On September 27, 2005, Net2Auction, Inc. ("N2A"), a consolidated
subsidiary of AmeriResource Technologies, Inc. (the "Company"), acquired assets
from Netelectronics.com d/b/a Auction Boulevard ("AB"). AB is an operator of
online auction drop-off locations. Among the assets acquired by N2A were all
rights to the AB name, all of AB's intellectual property, and all eBay accounts
opened by AB. Additionally, AB assigned the lease to AB's principal place of
business, located in Encino, California, to N2A.
The acquisition was made pursuant to a certain Agreement for Purchase
and Sale of Assets, dated September 14, 2005 (the "Agreement"), between N2A and
AB. The purchase price for AB's assets was $80,000, with $45,000 of the total
purchase price paid for in cash and the remainder of the purchase price paid for
in common stock of N2A. The Company intends to integrate the assets acquired
under the Agreement into its online auction drop-off business.
Item 9.01 Financial Statements and Exhibits.
The Exhibit Index preceding the exhibits is incorporated herein by
reference.
SIGNATURES
Pursuant to the requirement of the Securities Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated this 5th day of October 2005.
AMERIRESOURCE TECHNOLOGIES, INC.
By: /s/ Delmar Janovec
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Delmar Janovec, President
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EXHIBIT INDEX
Exhibit No. Page Description of Exhibit
10.1 4 Agreement for Purchase and Sale of Assets,
dated as of September 14, 2005, by and between
Net2Auction, Inc. and Netelectronics.com.
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Exhibit 10.1
AGREEMENT FOR PURCHASE AND SALE OF ASSETS
THIS AGREEMENT FOR THE PURCHASE AND SALE OF ASSETS (the "Agreement") is
made and entered into this 14th day of September 2005, by and between
NET2AUCTION, INC., a Delaware corporation (the "Purchaser") and
NETELECTRONICS.COM d/b/a AUCTION BOULEVARD, a California corporation, (the
"Seller") (Purchaser and Seller may hereinafter be referred to individually as a
"Party" or collectively as the "Parties").
RECITALS
WHEREAS, Seller is the owner of certain assets, operating an online
auction with a drop-off location, located in California, set forth and
identified on the attached Exhibit A (the "Assets");
WHEREAS, Purchaser, an operator of online auction drop-off locations,
desires to purchase the Assets from the Seller and integrate the Assets into the
Purchaser's operations; and
WHEREAS, the Parties hereto desire to provide for the purchase and sale
of the Assets, pursuant to the terms and conditions herein contained.
AGREEMENT
NOW THEREFORE, in consideration of the promises, representations, and
covenants described herein, and in consideration of the recitals above, which
are incorporated herein by reference, and for other good and valuable
consideration, the receipt and sufficiency of which the Parties hereby
acknowledge, the Parties hereby agree as follows:
ARTICLE I.
PURCHASE AND SALE
Section 1.1 Purchase and Sale. Subject to the terms and conditions of
this Agreement, Seller hereby agrees to sell, assign, transfer, convey and
deliver, or cause to be sold, assigned, transferred, conveyed and delivered, to
Purchaser, and Purchaser agrees to purchase, accept and acquire from Seller, on
the Closing Date (as defined in Section 2.1 hereof), the Assets. Upon the close
of business on the Closing Date, Purchaser will receive and own title to the
Assets of the Seller listed on the attached Exhibit A.
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Section 1.2 Purchase Price. Purchaser shall deliver and pay to Seller
on the Closing Date a total purchase price of EIGHTY THOUSAND DOLLARS ($80,000)
(the "Total Purchase Price"). The Total Purchase Price shall be payable by
Purchaser at Closing as follows:
(a) Forty-five thousand dollars ($45,000) ("Cash Purchase Price")
payable by wire transfer, cashier's check, and/or cash in the
form of US currency.
(b) Thirty-five thousand ($35,000) of the Purchaser's common stock
("Net2Auction Shares"). The number of shares payable to Seller
shall be determined by dividing the average closing trading
price of Purchaser's outstanding common stock on the Pink Sheet
quotation service for five (5) business days prior to closing
by $35,000.
Section 1.3 Release. In exchange for the Total Purchase Price, Seller
does hereby forever release, relinquish, surrender and give up all of its claim,
right, title and interest in and to the Assets.
ARTICLE II.
CLOSING
Section 2.1 Closing. The closing of the transaction contemplated by
this Agreement (the "Closing") shall take place on September 16th, 2005 (the
"Closing Date"). The Closing shall be deemed and construed to have occurred upon
(i) the execution and delivery of all the Closing documents by the respective
signatory parties thereto and (ii) the delivery to Seller of the Total Purchase
Price.
Section 2.2 Adjustments to Income and Pro Rata Account. All income to
be received, except for eBay sales closed prior to closing and not yet paid by
eBay buyer and costs, except for costs associated with sales paid to the seller,
shall transfer at closing to the Purchaser. Costs paid in advance by the Seller
for rent and cam, eBay fees on items to be sold (except items sold and not yet
collected), and insurance that has been prepaid for coverage of Auction
Boulevard's operations, shall be calculated prior to the closing and paid by
check, at closing.
Section 2.3 Access to eBay accounts. Seller will have the right to
access eBay accounts and Access data base for a period of 90 days after the
close on an as needed basis to comply with any questions that may develop. These
accounts will be on an account by account basis.
Section 2.4 Final Adjustments. Purchaser and Seller agree to review all
income accounts sold as an asset under the Asset Purchase Agreement, for
adjustments to the income accounts and costs thereof, thirty (30) days after the
closing, with adjustments paid as required to either the Seller or Purchaser.
The security deposit of $1,800.00 that is on deposit with the landlord will be
an item made part of the final adjustment between the Purchaser and Seller.
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Section 2.5 Conditional Closing. Closing to be completed on September
16, 2005 unless an assignment of the lease of the property commonly known by the
street address of 17412 Ventura Boulevard, Encino, California has not yet been
completed. In that case, Purchaser shall place $45,000 in escrow with The
Woltjen Law Firm 4144 North Central Express Way, Suite 410, Dallas Texas 75204
and the closing will be postponed for up to 10 calendar days (September 26,
2005). If the assignment of the lease has not been granted within the 10-day
grace period, this contract will become void, and the escrowed money returned to
the purchaser.
Section 2.6 Escrow Agent. The escrow agent pursuant to Section 2.5 will
be Woltjen Law Firm, 4144 North Central Express Way, Suite 410, Dallas, Texas
75204. The escrow agent shall hold the cashiers check in the amount of $45,000
until the following conditions are met:
(a) The Agreement, Purchase and Sale of Assets contract has been
executed by both parties;
(b) All terms and conditions of this contract have been satisfied
by both parties; and
(c) The lease of the property commonly known by the street
address of 17412 Ventura Boulevard, Encino, California has
been assigned to the purchaser.
Upon the satisfaction of the above conditions, the escrow agent is instructed to
release the cashiers check directly to the seller.
ARTICLE III.
REPRESENTATIONS, WARRANTIES, AND COVENANTS OF SELLER
Section 3.1 Seller represents, warrants, and covenants to Purchaser as
follows:
(a) Organization. Seller is a California corporation duly
organized, validly existing and in good standing under the
laws of the State of California.
(b) Authority.
(i) Authority Generally. Seller has the full right, power
and authority (including full corporate power and authority) to execute
and deliver this Agreement and to perform Seller's obligations
hereunder, and to carry out the transaction contemplated in this
Agreement, except as may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting creditors'
rights generally. Without limiting the generality of the foregoing,
Seller's board of directors and Seller's shareholders have prior to
Closing taken all corporate action necessary to authorize the
execution, delivery, and performance of this Agreement by the Seller.
The Agreement constitutes the valid and legally binding obligation of
the Seller, enforceable in accordance with its terms and conditions.
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(ii) Noncontravention. Neither the execution and the
delivery of this Agreement, nor the consummation of the transaction
contemplated hereby will (i) violate any constitution, statute,
regulation, rule, injunction, judgment, order, decree, ruling, charge,
or other restriction of any government, governmental agency, or court
to which Seller is subject or any provision of the Seller's Articles of
Incorporation or Bylaws, or (ii) conflict with, result in a breach or
constitute a default under, result in the acceleration of, result in
the creation of any encumbrance upon the Assets, create in any party
the right to accelerate, terminate, modify, or cancel any of the
contracts to which any of the Assets are subject, except where the
violation, conflict, breach, default, acceleration, termination,
modification, cancellation, or failure to give notice, would not have a
material adverse effect on the financial condition of Purchaser taken
as a whole or on the ability of the parties to consummate the
transaction contemplated by this Agreement.
(c) Consents. Seller agrees to use commercially reasonable efforts
to take, or cause to be taken, all actions and to do, or cause
to be done, all things necessary, proper or advisable to
consummate and make effective as promptly as practicable the
transaction contemplated by this Agreement, including after
Closing, and to cooperate with the Purchaser in connection
with the foregoing, including using reasonable commercial
efforts to cause the landlords of any leases specified as
Assets in this Agreement to provide all required lease
consents to the transaction contemplated hereby.
(d) Litigation. There are no actions, suits or proceedings
pending, or, to Seller's knowledge, threatened or anticipated
before any court or governmental or administrative body or
agency affecting the Assets. Seller is not presently subject
to any injunction, order or other decree of any court of
competent jurisdiction which affects the Assets.
(e) Accuracy of Representations and Warranties. The copies of all
instruments, agreements, or other documents and written
information relating to the Assets delivered to Purchaser by
Seller or Seller's representatives pursuant to or in
connection with this Agreement are or shall be complete and
correct in all material respects as of the date of this
Agreement and as of the Closing Date, subject to changes made
in the ordinary course of business.
(f) Title to Assets. Seller has good and marketable title to all
of the Assets, free and clear of all encumbrances.
(g) Actions. Seller will file with all appropriate parties all
filings necessary to facilitate the transfer of title of the
Assets from the Seller to the Purchaser. Seller will execute
all documents necessary to effectuate transfer of the Assets
to Purchaser, including those Purchaser reasonably requests
after Closing. Seller will take the following actions to
transfer the assets as follows;
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(i) Sales Tax. Remove the d/b/a from the account and change
the address;
(ii) Transfer d/b/a name. File a statement to transfer the
dba name Auction Boulevard to Purchaser;
(iii) Notification to customers. Contact all existing
customers that have items under contract with Auction Boulevard of the
change in ownership which will be coordinated with the Purchaser;
(iv) Bank account information; Remove all existing bank
accounts and credit card information on eBay accounts.
(v) Passwords; Provide all existing passwords that are
applicable to this sale;
(vi) Website; Transfer the website and hosting account to
the Purchaser;
(vii) Transfer of Accounts. Close and/or transfer the
existing telephone accounts/numbers (3 lines), electricity,
cable-Internet, security-alarm accounts, and current insurance binder/
policy that is in force.
(h) Investment Intent. Seller is acquiring the Net2Auction Shares
for its business account and not on behalf of any other person
or persons, and is obtaining the Net2Auction Shares for
investment purposes and not for resale or other distribution
and not with a view to any distribution within the meaning of
Section 2(11) of the Securities Act of 1933, as amended (the
"Act") or otherwise.
(i) Exempt Transaction. Seller understands that the Net2Auction
Shares have not been and will not be registered under the
Securities Act of 1933, as amended (the "Act"), on the ground
that the Purchaser believes this transaction is exempt from
registration under the Act by virtue of the provisions of
Sections 3(b) or 4(2) thereof. Seller understands that the
Purchaser's reliance upon the foregoing exemption is predicated
in part on the representations of the Seller QUALIFICATION
contained herein.
(j) Restricted Shares. Seller understands that the Net2Auction
Shares may not be sold, transferred, assigned or otherwise
disposed of except pursuant to an effective registration
statement, or upon the receipt of an opinion of counsel
satisfactory to the Purchaser that the transfer is exempt from
registration under the applicable state and federal securities
laws. Seller understands that it must bear the economic risk
of this investment for an indefinite period of time because the
Net2Auction Shares have not been registered and, therefore
cannot be sold unless they are subsequently registered or an
exemption from registration is available. Seller further agrees
that the Purchaser shall have the right to issue stop transfer
instructions to its transfer agent until such time as a sale
is permitted under the Act. Seller has been informed that any
share certificates representing the Net2Auction Shares will
bear the following or substantially similar legend:
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THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED WITHOUT REGISTRATION
UNDER THE SECURITIES ACT OF 1933 OR UNDER THE STATE SECURITIES LAWS, AND MAY NOT
BE SOLD, TRANSFERRED OR PLEDGED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR AN OPINION
OF COUNSEL SATISFACTORY TO THE PURCHASER THAT THE TRANSFER IS EXEMPT FROM
REGISTRATION UNDER THE APPLICABLE FEDERAL AND STATE SECURITIES LAWS.
The Net2Auction shares being issued are common restricted (R-144) shares and
pursuant to the R-144 Regulations the stock cannot be sold for a period of One
(1) year from the date of the issuance. The Company upon the One (1) Year
anniversary will instruct our corporate counsel, The Woltjen Law Firm, to issue
an opinion letter which will allow the legend to be removed from the stock
therefore, becoming freely tradeable and sold at the Sellers discretion.
(k) Survival. The warranties and representations set forth in this
Article are ongoing warranties and representations by Seller,
and shall survive the Closing.
ARTICLE IV.
REPRESENTATIONS, WARRANTIES, AND COVENANTS OF PURCHASER
Section 4.1 Purchaser represents, warrants, and covenants to Seller as
follows:
(a) Good Standing and Authority. Purchaser represents and warrants
that it is a corporation duly incorporated and in good standing
as a corporation under the laws of the State of Delaware and
has all necessary corporate power and authority to engage in
the business in which it is presently engaged. Purchaser
further represents and warrants that by execution of this
Agreement it has the right, power, legal capacity, and
authority to enter into, and perform its respective obligations
under this Agreement, and has obtained all necessary approvals
or consents for this Agreement to be valid and binding.
(b) Shares. Purchaser has sufficient authorized but unissued shares
of its common stock to satisfy Purchaser's obligations
hereunder. The Net2Auction Shares will be duly authorized,
validly issued and outstanding, fully paid, and nonassessable
when issued in accordance with this Agreement.
(c) Survival. The warranties and representations set forth in this
Article are ongoing warranties and representations by Purchaser
and shall survive the Closing.
(d) Due diligence. Purchaser has conducted its own investigation
of all material facts provided in writing by the seller, and
hereby acknowledges the seller cannot guarantee the future
performance of the assets being purchased.
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(e) Bailment Relationship. Purchaser acknowledges that upon the
closing of this transaction and transfer of ownership, certain
merchandise that has been deposited with Auction Boulevard and
presently stored at the Auction Boulevard location on Ventura
Boulevard by various customers will be inventoried at closing.
Purchaser will take responsibility of and for the inventoried
items.
ARTICLE V.
CONDITIONS PRECEDENT TO OBLIGATIONS OF PURCHASER
Section 5.1 Consents. All required consents, required lease consents,
and governmental and third party consents and approvals legally required for the
consummation of the transaction contemplated hereby shall have been obtained and
be in effect on the Closing Date, except those for which failure to obtain such
consents and approvals would not have a materially adverse effect on the
transaction contemplated hereby. Or for those that the Purchaser is responsible
for obtaining.
Section 5.2 Discharge of Liens. Seller shall have caused all liens on
the Assets to be discharged and extinguished.
ARTICLE VI.
NON-COMPETITION BY SELLER
Section 6.1 Non-Competition by Seller. During the period beginning on
the date of this Agreement and ending on September 16, 2008 (the "Restricted
Period"), Seller agrees:
(a) Within a One Hundred (100) mile radius of 17412 Ventura
Boulevard, Encino, California 92614 and 10979/10969 San Diego
Mission Rd., San Diego, California 92108, (the "Restricted
Areas"), Seller and any of Seller's affiliates will not,
individually or in conjunction with others, directly or
indirectly, engage in any Business Activities in any capacity,
including as an officer, director, proprietor, employee,
partner, independent contractor, consultant, advisor, agent or
investor (other than as a holder solely as an investment of
less than 1% of the outstanding capital stock of a publicly
traded corporation) or otherwise;
(b) Within the Restricted Area, solicit, induce or influence any
person that has a business relationship with Seller or
Purchaser to discontinue or reduce the extent of that
relationship;
(c) Interfere with, disrupt or attempt to disrupt any relationship
or prospective relationship, whether contractual or otherwise,
between Purchaser and any present or prospective lender,
vendor, customer, partner, licensor, licensee, consultant or
agent.
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As used herein, the term "Business Activities" means the business which
is engaged in an online auction services, as a Trading Assistant on eBay, and
any other activities in which Seller or any of its affiliates is or becomes
engaged during the term of the Restricted Period. This does not prevent the
Seller from selling his own products on eBay.
ARTICLE VII.
DEFAULT
Section 7.1 Default of Seller. Seller shall be in default of this
Agreement in the event that Seller breaches any warranty, representation,
covenant, or term set forth in this Agreement.
Section 7.2 Default of Purchaser. Purchaser shall be in default of this
Agreement in the event Purchaser breaches any warranty, representation, covenant
or term set forth in this Agreement.
Section 7.3 Collection Costs. In addition to the amount which may be
due as a result of a default, the non-defaulting Party may seek to recover all
costs, expenses, and attorneys' fees incurred in identifying a default and
pursuing any remedy thereto, including but not limited to the remedy of specific
performance.
ARTICLE VIII.
INDEMNIFICATION
Section 8.1 Indemnification by Seller. Seller hereby agrees to
indemnify, defend and hold the Purchaser harmless from and against any damage,
loss liability, or expense (including, without limitation, reasonable expenses
of investigation and reasonable attorney's fees) arising out of a breach of this
Agreement by the Seller.
Section 8.2 Indemnification by Purchaser. Purchaser hereby agrees to
indemnify, defend and hold the Seller harmless from and against any damage, loss
liability, or expense (including, without limitation, reasonable expenses of
investigation and reasonable attorney's fees) arising out of a breach of this
Agreement by the Purchaser.
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ARTICLE IX.
MISCELLANEOUS
Section 9.1 Headings. Article and Section headings contained in this
Agreement are for reference purposes only and shall not affect in any way the
meaning of this Agreement or its interpretation.
Section 9.2 Entire Agreement. This Agreement and the exhibits hereto
constitute the entire agreement between the Parties pertaining to the subject
matter hereof and supersede all prior agreements, understandings, negotiations
and discussions, whether oral or written, of the Parties.
Section 9.3 Assignment. This Agreement and all of the provisions hereof
shall be binding upon and inure to the benefit of the Parties hereto and their
respective successors and permitted assigns.
Section 9.4 Notices. Any notices or other communications required or
permitted hereunder shall be sufficiently given if delivered personally or sent
by registered or certified mail, postage prepaid, as follows:
To Purchaser: Net2Auction, Inc.
3440 E. Russell Road, Suite 217
Las Vegas, Nevada 89103
Tel: (702) 214-4245
Fax: (702) 214-4221
Attention: Delmar Janovec, President
With a copy to: Woltjen Law Firm
4144 N. Central Expwy., Suite 410
Dallas, Texas 75204
Tel: (214) 742-5555
Fax: (214) 742-5545
Attention: Kevin S. Woltjen
To Seller: Netelectronics.com
17412 Ventura Boulevard
Encino, California 92614
Tel: (818) 380-1061
Fax: (818) 380-1063
Attention: Jake Ptasznik
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With a copy to: Larry Miller, CPA
5170 N. Sepulveda Blvd., Suite 290
Sherman Oaks, CA 91403
Tel: (818) 995-0455
Fax: (818) 995-3955
or at such other address as shall be furnished in writing by the Party to the
other, and shall be deemed to have been given as of the date so delivered or
deposited in the United States or Canadian mail, as the case may be.
Section 9.5 Expenses. Each Party shall bear their own expenses incurred
in connection with the transaction contemplated by this Agreement.
Section 9.6 Counterparts & Facsimile. This Agreement and its exhibits,
if any, may be executed simultaneously in one or more counterparts or by
facsimile, each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument.
Section 9.7 Arbitration. Any controversy or claim arising out of or
relating to this Agreement or the breach of it, shall be settled by arbitration
in accordance with the rules of the American Arbitration Association, and
judgment on the award rendered may be entered in any court having jurisdiction.
Section 9.8 Governing Law and Venue. This Agreement shall be governed
by, and construed in accordance with, the laws of the State of California,
without reference to the conflict of laws principles thereof. In the event any
dispute regarding this Agreement arises between the Parties and is not resolved
at arbitration, such dispute shall be brought in a proper jurisdiction located
within California.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly
executed on their behalf in the manner legally binding upon them as of the date
first above written.
PURCHASER SELLER
NET2AUCTION, INC., NET ELECTRONICS.COM
a Delaware corporation d/b/a/ AUCTION BOULEVARD,
a California corporation
By:/s/ Delmar Janovec By: /s/ Jake Ptasznik
--------------------- ---------------------
Name: Delmar Janovec Name: Jake Ptasznik
Title: President Title:
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EXHIBIT A
ASSETS
For purposes of this Agreement, the term "Assets" shall include all of the
following:
1. The Seller's place of business, currently being leased by the Seller,
located at 17412 Ventura Boulevard Encino, California 92614
("Premises"). Seller will take any and all action necessary to assign
lease of the Premises to Purchaser. Purchaser agrees to pay the
transfer fee of $1,000.00 and deliver the payment at signing of this
agreement, and provide all necessary financial information and
guarantees to the Landlords and/or Lessor. A copy of the Premises
lease assignment is attached hereto as Exhibit B;
2. Any and all rights Seller has to the name "Auction Boulevard".
3. All contractual rights, titles and interests and general intangibles
now owned or hereafter acquired by the Pledgor, including, without
limitation, goodwill, copyrights, copyright applications, trademarks,
trademark applications, services marks, service mark applications,
trade styles, trade names, patents, patent applications, leases,
license agreements, franchise agreements, business plans, blueprints,
drawings, purchase orders, customer lists, route lists, infringements
and other claims, software, (except Quickbooks )computer programs,
computer discs, computer tapes, source code, object code, literature,
reports, catalogs, design rights, payments of insurance and rights to
payment of any kind;
4. All of the Seller's tangible property listed in Exhibit C.
5. All rents, income and issues arising from or in connection with, and
all proceeds of the Premises; and
6. All eBay accounts opened, owned, and/or operated by the Seller
excluding the PayPal account.
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EXHIBIT B
LEASE OF THE PREMISES
AIR COMMERCIAL REAL ESTATE ASSOCIATION
ASSIGNMENT AND ASSUMPTION OF LEASE
AND CONSENT OF LESSOR
1. ASSIGNMENT OF LEASE
For valuable consideration, the receipt and adequacy of which are hereby
acknowledged, Net Electronics.com, Inc. dba Auction Boulevard ("ASSIGNOR")
hereby assigns and transfers to Net2Auction Corporation ("ASSIGNEE") all of
ASSIGNOR's right, title and interest in and to that certain Lease dated
February 8, 2005/First Amendment to Lease dated 9/13/05, by and between ASSIGNOR
and KS Ventura LLC, as Lessor, covering those certain Premises located at 17412
Ventura Boulevard, Encino, CA 91316 and as is more particularly described in
such Lease.
The Assignment shall be effective: September 27, 2005.
In addition, ASSIGNOR hereby transfers to ASSIGNEE of all ASSIGNOR's interest in
and to any security or other deposits paid to Lessor under the terms of such
Lease.
Dated: 09-24-05 Net Electronics.com, dba Auction Boulevard
By: /s/ Jake Ptasznik
Name Printed: Jake Ptasznik
Title: President
By:
Name Printed:
Title:
Assignor
2. ASSUMPTION OF LEASE
Assignee acknowledges that it has inspected the Premises and reviewed the Lease
and Assignee hereby accepts the foregoing Assignment and assumes and agrees to
be bound by and perform all obligations of the Lessee pursuant to the Lease
arising on or after the date of this Assignment and to abide by all of the
terms, provisions, covenants and conditions of the Lease.
Dated: September 23, 2005 Net2Auction Corporation
-----------------------
By: /s/ Delmar Janovec
Name Printed: Delmar A. Janovec
Title: President
By:
Name Printed:
Title:
Assignee
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3. CONSENT TO ASSIGNMENT
Lessor hereby consents to the foregoing Assignment and Assumption of the Lease.
It is understood and agreed, however, that the foregoing consent is not a waiver
of Lessor's right to consent to or impose restrictions upon any future
assignment or subletting. In addition, this assignment does not release Assignor
from liability for any of the obligations of the Lessee under the Lease.
Dated: 9-28-05 KS Ventura LLC
By: /s/ Brian Kluft
Name Printed: Brian Kluft
Title: Member- KS Ventura LLC
By:_________________________
Name Printed: ________________
Title: _______________________
Lessor
All parties acknowledge that the Guarantee of Lease shall remain in effect with
Jake Ptasznik remaining as the Guarantor.
ATTENTION: NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE AIR COMMERCIAL
INDUSTRIAL REAL ESTATE ASSOCIATION OR BY ANY REAL ESTATE BROKER AS TO THE LEGAL,
SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS ASSIGNMENT OR THE
TRANSACTION TO WHICH IT RELATES. THE PARTIES ARE URGED TO:
1. SEEK ADVICE OF COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS
ASSIGNMENT.
2. RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION
OF THE PREMISES. SAID INVESTIGATION SHOULD INCLUDE BUT NOT BE LIMITED
TO: THE POSSIBLE PRESENCE OF HAZARDOUS SUBSTANCES, THE ZONING OF THE
PROPERTY, THE STRUCTURAL INTEGRITY, THE CONDITION OF THE ROOF AND
OPERATION SYSTEMS, AND THE SUITABILITY OF THE PREMISES FOR ASSIGNEE'S
INTENDED USE.
WARNING: IF THE SUBJECT PROPERTY IS LOCATED IN A STATE OTHER THAN
CALIFORNIA, CERTAIN PROVISIONS OF THE ASSIGNMENT MAY NEED TO BE REVISED TO
COMPLY WITH THE LAWS OF THE STATE IN WHICH THE PROPERTY IS LOCATED.
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EXHIBIT C - TANGIBLE ASSETS
QUANTITY LOCATION
OFFICE DESKS 4 LOBBY & OFFICE
EXEC CHAIRS ( 2 BLACK 1 GRAY ) 3 LOBBY & OFFICE
WAITING ROOM CHAIRS 4 LOBBY & OFFICE
WAITING ROOM CHAIRS 1 SHIPPING
FILING CABINET LATERAL 4 DRAW 1 OFFICE/PHOTO
FILING CABINET VERTICAL 2 DRAW 1 LOBBY
FILING CABINET LATERAL 2 DRAW (WOOD) 1 LOBBY
FILING CABINET 4 DRAW 1 OFFICE/PHOTO
OPEN WOOD CABINET WITH SHELF 1 LOBBY
COMPUTER GQ 1 LOBBY
COMPUTER GQ 1 OFFICE/PHOTO
COMPUTER GQ 1 SHIPPING
COMPUTER E MACHINE 1 LOBBY
ROUTER AND NETWORK CABLING
COMPUTER MONITOR VIEW SONIC LCD
FLAT PANEL 2 LOBBY
COMPUTER MONITOR VIEW SONIC LCD
FLAT PANEL 1 OFFICE/PHOTO
COMPUTER MONITOR - 1 HP CRT 1 SHIPPING
COMPUTER PRINTER LaserJet 2100 1 LOBBY
COMPUTER PRINTER HP OFFICEJET 6110 1 LOBBY
COMPUTER PRINTER UPS 2543 1 LOBBY
COMPUTER PRINTER UPS 2542 1 SHIPPING
CANON EOS DIGITAL REBEL CAMERA 1 PHOTO
CAMERA 2 BATTERIES, LENS, 2 C F DISK PHOTO
MANNEQUIN WOMAN 1 PHOTO
JEWELERY DISPLAY STANDS 3 PHOTO
PAPER POLE 1 PHOTO
FOLDING TABLE 6' 1 PHOTO
FOLDING TABLE BLACK SQUARE 1 PHOTO
LIGHT STANDS WITH LAMPS 2 PHOTO
TOSHIBA STRATA DK401 PHONE SYSTEM 1 SHIPPING
TOSHIBA HANDSETS 4 LOBBY / OFFICE
PEANUT HOPPER 1 LOBBY
BUBBLE WRAP POLE 1 SHIPPING
STEEL SHELVING 8' 1 SHIPPING
STEEL SHELVING 6' 1 SHIPPING
STEEL SHELVING 3' 2 SHIPPING
STEEL SHELVING 3' 8 STORAGE
STEEL SHELVING 4' 3 STORAGE
STEEL SHELVING 5' 1 STORAGE
PLASTIC SHELVING 3' 1 STORAGE
PLASTIC SHELVING 3' 1 OFFICE/PHOTO
CLOTHING RACK 1 STORAGE
DOLLY 1 SHIPPING
HAND CART 1 SHIPPING
LADDER 1 SHIPPING
STEP LADDER 1 SHIPPING
18
WATER COOLER 1 OFFICE
FRIDGE 1 OFFICE
MICROWAVE 1 OFFICE
SOFA 1 OFFICE
TABLE AND STORAGE SHELF 1 PHOTO