Form S-4/A Home System Group

[Amend] Registration of securities issued in business combination transactions

What is Form S-4/A?
  • Accession No.: 0001221508-03-000032 Act: 33 File No.: 333-105588 Film No.: 03727120
  • CIK: 0001172319
  • Submitted: 2003-06-02

AMENDMENT NO. 1 OF FORM S-4 HTML

s4a_coronation0530.htm


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1
FORM S-4

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

CORONATION ACQUISITION CORP.


(Exact name of Registrant as specified in its charter)

 

Nevada

 

6798

 

43-1954776


 
 

(State or jurisdiction of
incorporation or organization)

 

(Primary Standard Industrial Classification Code Number)

 

(I.R.S. Employer Identification No.)

 

P.O. Box 741, Bellevue, Washington, 98009 (425) 453-0355


(Address, including zip code, and telephone number, including area code of registrant's principal executive offices)

 

P.O. Box 741, Bellevue, Washington, 98009


(Address of principal place of business or intended principal place of business)

 

Harry Miller
Chairman and Chief Executive Officer
CORONATION ACQUISITION CORP.
P.O. Box 741, Bellevue, Washington, 98009
(425) 453-0355

Copies to:

Derwin Richardson, Esq.
DERWIN P. RICHARDSON, Ltd.
11 E. Adams -Suite 604
Chicago, IL 60603
(312) 939-0696


(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

Approximate date of proposed sale to the public:

Upon consummation of the Agreement and Plan of Exchange and Reorganization by and between Coronation Acquisition Corp. and Supreme Property, Inc. dated as of March 31, 2003 described in the enclosed Information statement/Prospectus.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

If this Form is a post-effective amendment pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.


CALCULATION OF REGISTRATION FEE


Title of each class of securities to be registered

Amount to be registered (1)

Proposed maximum offering price per share (2)

Proposed maximum aggregate offering price

Amount of registration fee


Common Stock

30,000,000

$0.10

$ 3,000,000

$ 243.00


Notes:

  1. Represents the number of common shares of Coronation to be issued to the stockholders of Supreme pursuant to the Agreement and Plan of Exchange and Reorganization, the shares to be issued to two other parties in connection with the merger and the qualification of resale of shares currently held by Mr. Miller each as described herein.
  2. Estimated solely for the purpose of calculating the registration fee in accordance with the provisions of Rule 457(f). There is no trading market for the shares and no underwriter will be used by selling stockholders as a result is difficult to predict what an arms-length buyer would be willing to pay for these shares. Book value is approximately $0.05 per share.

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of these securities act of 1933 or until the registration statement shall become effective on such date as the commission, acting pursuant to said section 8(a), may determine.


EXPLANATORY NOTE


This amendment no. 1 is being filed solely for the purpose of re-filing Exhibit 2.

 


PART II - INFORMATION NOT REQUIRED IN PROSPECTUS
 

Indemnification of Directors and Officers

The Articles of Incorporation of Coronation allows Coronation on a case by case basis to indemnify the directors and officers of Coronation to the fullest extent permitted by Nevada law. Nevada law presently provides that in the case of a non-derivative action (that is, an action other than by or in the right of a corporation to procure a judgment in its own favor), a corporation has the power to indemnify any person who was or is a party or is threatened to be made a party to any proceeding by reason of the fact that the person is or was an agent of the corporation, against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with the proceeding if that person acted in good faith and in a manner the person reasonably believed to be in the best interests of the corporation and, in the case of a criminal proceeding, had no reasonable cause to believe that the conduct of the person was unlawful. The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent does not, of itself, create a presumption that the person did not act in good faith and in a manner that the person reasonably believed to be in the best interests of the corporation or that the person had reasonable cause to believe that the person's conduct was unlawful.

With respect to derivative actions, Nevada law provides that a corporation has the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was an agent of the corporation, against expenses actually and reasonably incurred by that person in connection with the defence or settlement of the action if the person acted in good faith, in a manner the person believed to be in the best interests of the corporation and its stockholders. Indemnification is not permitted to be made in respect of any claim, issue, or matter as to which the person shall have been adjudged to be liable to the corporation in the performance of that person's duty to the corporation and its stockholders, unless and only to the extent that the court in which the proceeding is or was pending determines that, in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for expenses, and then only to the extent that the court shall determine.

The agreement and plan of exchange and reorganization (the "merger agreement") described in this registration statement provides for Coronation and Supreme to indemnify and hold harmless, any officer, director, or employees of Coronation or Supreme against losses, claims, liabilities, expenses (including reasonable attorneys' fees and expenses), judgments, fines and amounts paid in settlement in accordance herewith in connection with any threatened or actual claim, action, suit, proceeding or investigation.

INDEMNIFICATION OF OFFICERS OR PERSONS CONTROLLING CORONATION FOR LIABILITIES ARISING UNDER THE SECURITIES ACT OF 1933, IS HELD TO BE AGAINST PUBLIC POLICY BY THE SECURITIES AND EXCHANGE COMMISSION AND IS THEREFORE UNENFORCEABLE.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Exhibit
Number

   

Description

 
 

 
 

 2

    Agreement and Plan of Exchange and Reorganization dated as of March 31, 2003 by and among Coronation Acquisition Corp. and Supreme Property, Inc.
 

 3.1

    Articles of Incorporation as amended of Coronation Acquisition Corp. (incorporated by reference to Exhibit 3.1 of Coronation's Form 10SB Registration Statement, filed on April 30 2002).
 

 3.2

    Articles of Amendment of Coronation Acquisition Corp. (incorporated by reference to Exhibit 3.2 of Coronation's Form 10SB Registration Statement, filed on April 30 2002).
 

3.3

    Bylaws of Coronation Acquisition Corp. (incorporated by reference to Exhibit 3.3 of Coronation's Form 10SB Registration Statement, filed on April 30 2002).
 

 3.4

    Articles of Incorporation of Supreme Property, Inc.
 

3.5

    Articles of Amendment of Supreme Property, Inc.
 

 3.6

    Bylaws of Supreme Property Inc.
 

 4.1

    Specimen Common Stock Certificate of Coronation Acquisition Corp. (incorporated by reference to Exhibit 4.1 of Coronation's Form 10SB Registration Statement, filed on April 30 2002).
 

4.2

    Escrow Agreement of Former Supreme Property, Inc. Stockholders
 

4.3

    Illinois Dissenter's Rights
 

13.1

    Audited Financial Statements of Coronation Acquisition Corp. for year ended December 31, 2002 (incorporated by reference from Coronation's Form 10-KSB filed on March 31, 2003).
 

13.2

    Unaudited Financial Statements of Coronation Acquisition Corp. for period ended March 31, 2003 (incorporated by reference from Coronation's Form 10-QSB/A filed on May 19, 2003).
 

13.3

    Audited Financial Statements of Supreme Property, Inc. for year ended December 31, 2002.
 

21

    Subsidiaries of Supreme Property, Inc.
 

23

    Consent of Richard Walker and Co.
 

99.a

    Form of Written Consent of Majority Stockholders of Supreme Property, Inc.

 

Undertakings

The undersigned registrant hereby undertakes:

(a)(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

      (i)  To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
      (ii)  To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and
  (iii)  To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.
      (2)    That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)   To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

(b) The undersigned registrant hereby undertakes:

 (1)  

That prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.

 (2)  

That every prospectus (i) that is filed pursuant to paragraph (1) immediately preceding, or (ii) that purports to meet the requirements of Section 10(a)(3) of the Securities Act of 1933 and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 (3)  

That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(4)  

To respond to requests for information that is incorporated by reference into the information statement/prospectus pursuant to Item 4, 10(b), 11 or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

(5)  

To supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.
  (6)   Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on May 30, 2003

   
 

CORONATION ACQUISITION CORP.

 

 

By

 /s/ Harry Miller
 
 

Harry Miller, President, Secretary & Treasurer

   
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
   
   /s/Thomas Elliott
 
  Thomas Elliott, President
  SUPREME PROPERTY, INC.
   
  May 30, 2003
 

/s/ Harry Miller
 
  Harry Miller, President, Secretary & Treasurer
  CORONATION ACQUISITION CORP.
   
  May 30, 2003
 


AGREEMENT AND PLAN OF EXCHANGE AND REORGANIZATION DATED AS OF MARCH 31, 2003 HTML

exhibit2.htm


EXHIBIT 2

Agreement and Plan of Exchange and Reorganization Dated as of March 31, 2003
By and Between Coronation Acquisition Corp. and Supreme Property, Inc.

 

AGREEMENT

and

PLAN OF EXCHANGE

and

REORGANIZATION

by and between

CORONATION ACQUISITION CORP.

and

SUPREME PROPERTY, INC.

 

 

Dated for reference March 31, 2003


TABLE OF CONTENTS

RECITALS  4
ARTICLE 1. THE EXCHANGE 5
  1.1 THE EXCHANGE 5
  1.2 CLOSING 5
  1.3 EFFECTIVE DATE 5
  1.4 EFFECT OF THE EXCHANGE ON BYLAWS 5
  1.5 BOARD OF DIRECTORS OF PUBLICCO 6
  1.6 NAME OF THE CORPORATION 6
  1.7 SHAREHOLDER APPROVAL 6
  1.8 DISSENTER'S RIGHTS 6
  1.9 EXCHANGE RATIOS AND OTHER EXCHANGE CONSIDERATIONS 6
  1.10 EXCHANGE OF CERTIFICATES 7
     
ARTICLE 2. REPRESENTATIONS AND WARRANTIES OF PUBLICCO 8
  2.1 ORGANIZATION, STANDING, AND POWER 8
  2.2 SUBSIDIARIES OR OTHER AFFILIATED ENTITIES 9
  2.3 CAPITAL STRUCTURE 9
  2.4 SEC DOCUMENTS 9
  2.5 FINANCIAL STATEMENTS 10
  2.6 ABSENCE OF CERTAIN CHANGES OR EVENTS 10
  2.7 LITIGATION 10
  2.8 TAXES 11
  2.9 NO PAYMENTS TO EMPLOYEES 11
  2.10 BROKERS AND ADVISORS; SCHEDULE OF FEES AND EXPENSES 12
  2.11 COMPLIANCE WITH LAWS 12
  2.12 CONTRACTS; DEBT INSTRUMENTS 13
  2.13 STATE TAKEOVER STATUTES. 13
     
ARTICLE 3. REPRESENTATIONS AND WARRANTIES OF SUPREME 13
  3.1 ORGANIZATION, STANDING, AND POWER 13
  3.2 SUBSIDIARIES OR OTHER AFFILIATED ENTITIES 14
  3.3 CAPITAL STRUCTURE 14
  3.4 FINANCIAL STATEMENTS 14
  3.5 ABSENCE OF CERTAIN CHANGES OR EVENTS 14
  3.6 LITIGATION 15
  3.7 TAXES 15
  3.8 BROKERS AND ADVISORS; SCHEDULE OF FEES AND EXPENSES 16
  3.9 COMPLIANCE WITH LAWS 16
  3.10 CONTRACTS; DEBT INSTRUMENTS 16
     
ARTICLE 4. COVENANTS 17
  4.1 CONDUCT OF BUSINESS PENDING EXCHANGE 17
     
ARTICLE 5. ADDITIONAL COVENANTS 20
  5.1 PREPARATION OF THE FORM S-4; CONSENT SOLICITATIONS 20
  5.2 ACCESS TO INFORMATION; CONFIDENTIALITY 20
  5.3 TAX MATTERS 21
  5.4 PUBLIC ANNOUNCEMENTS 21
  5.5 LISTING 21
  5.6 TRANSFER AND GAINS TAXES 21
  5.7 INDEMNIFICATION 22
  5.8 FEES AND EXPENSES 22
     
ARTICLE 6. CONDITIONS 23
  6.1 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE EXCHANGE 23
  6.2 CONDITIONS TO OBLIGATIONS OF SUPREME 23
  6.3 CONDITIONS TO OBLIGATIONS OF PUBLICCO 24
     
ARTICLE 7. TERMINATION, AMENDMENT, AND WAIVER 25
  7.1 TERMINATION 25
  7.2 AMENDMENT 26
  7.3 EXTENSION; WAIVER 26
     
ARTICLE 8. GENERAL PROVISIONS 26
  8.1 NONSURVIVAL OF REPRESENTATIONS AND WARRANTIES 26
  8.2 NOTICES 26
  8.3 INTERPRETATION 28
  8.4 COUNTERPARTS 28
  8.5 ENTIRE AGREEMENT; NO THIRD-PARTY BENEFICIARIES 28
  8.6 GOVERNING LAW 29
  8.7 ASSIGNMENT 29
  8.8 ENFORCEMENT 29
  8.9 SEVERABILITY 29
  8.10 EXCULPATION 30
  8.11 JOINT AND SEVERAL OBLIGATIONS 30
     
EXHIBIT A  - NEVADA ARTICLES OF MERGER OR EXCHANGE  
EXHIBIT B  - ILLINOIS ARTICLES OF MERGER OR EXCHANGE  
SCHEDULE 1  - PUBLICCO SEC DOCUMENTS  
SCHEDULE 2  - PUBLICCO LIABILITIES AND OBLIGATIONS  
SCHEDULE 3  - PUBLICCO SHAREHOLDERS  
SCHEDULE 4  - SUPREME LIABILITIES AND OBLIGATIONS  


    
THIS AGREEMENT AND PLAN OF EXCHANGE and REORGANIZATION (this "Agreement") dated for reference this 31st day of March, 2003, by and between CORONATION ACQUISITION CORP., a Nevada corporation, (hereinafter referred to as "PublicCo"), and SUPREME PROPERTY, INC., an Illinois corporation, (hereinafter referred to as SUPREME).

 

RECITALS

  1. The Board of Directors of PublicCo and the Board of Directors of Supreme deem it advisable and in the best interests of their respective shareholders, upon the terms and subject to the conditions contained herein, that the outstanding common stock of Supreme shall be exchanged for the newly-issued common stock of PublicCo(the "Exchange").
  2. Upon the terms and subject to the conditions set forth herein, PublicCo shall execute Articles of Merger or Exchange (the "Nevada Articles of Exchange")in substantially the form attached hereto as EXHIBIT A and shall file such Nevada Articles of Merger in accordance with Nevada law to effectuate the Merger.
  3. Concurrently with the filing of the Nevada Articles of Merger, Supreme shall execute Articles of Merger, Consolidation, or Exchange (the "Illinois Articles of Exchange") in substantially the form attached hereto as EXHIBIT B and shall file such Illinois Articles of Exchange in accordance with Illinois law to effectuate the Exchange.
  4. For federal income tax purposes, it is intended that the Exchange shall qualify as a reorganization under Section 368(a)(1)(B) of the Internal Revenue Code, as amended (the "Code"), and that this Agreement shall constitute a plan of reorganization under Section 368(a)(1)(B) of the Code.
  1. PublicCo and Supreme desire to make certain representations, warranties and agreements in connection with the Exchange.

NOW, THEREFORE, in consideration of the premises and the mutual representations, warranties, covenants and agreements contained herein, the parties hereto hereby agree as follows:


ARTICLE 1. THE EXCHANGE

1.1 THE EXCHANGE. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with provisions of the Illinois Business Corporation Act of 1983, as amended, and Chapter 92A of the Nevada Revised Statutes of 2001, as amended, all of the outstanding common stock of Supreme shall be acquired in exchange for 90% of the outstanding common stock PublicCo, and other valuable consideration. Thereafter, Supreme shall become a wholly-owned subsidiary of PublicCo.

1.2 CLOSING. The closing of the Exchange (the "Closing") will take place commencing at 9:00 a.m., local time, on the date to be specified by the parties, which (subject to satisfaction or waiver of the conditions set forth in Article 6) shall be no later than the third business day after satisfaction or waiver of the conditions set forth in Section 6.1(a) (the "Closing Date"), at the offices of Action Stocks, Inc., 990 Highland Drive  - Suite 106, Solana Beach, California, 92075, unless another date or place is agreed to in writing by the parties.

1.3 EFFECTIVE DATE. The Exchange shall become effective (the "Effective Date") at such time as PublicCo and Supreme shall agree should be specified in the Illinois Articles of Exchange, and the Nevada Articles of Exchange (not to exceed three (3) days after the Nevada Articles of Exchange are accepted for record by the Secretary of State). Unless otherwise agreed, the parties shall cause the Effective Date to occur on the Closing Date. As soon as practicable on or following the Closing Date: (i) PublicCo and Supreme shall execute and file the Articles of Exchange with the Office of the Secretary of State of the State of Nevada, and (ii) PublicCo and Supreme shall then execute and file the Illinois Articles of Exchange with the Office of the Secretary of State of the State of Illinois, and shall make all other filings and recordings required, with respect to the Exchange, under the laws of the states of Nevada and Illinois, respectively.

1.4 EFFECT OF THE EXCHANGE ON BYLAWS. The Bylaws of Supreme, as in effect immediately prior to the Effective Date of the Exchange, shall continue in full force and effect after the Exchange as the bylaws of Supreme and, until further amended, in accordance with the laws of the State of Nevada until the same shall be amended or repealed in accordance with the provisions thereof.


1.5 BOARD OF DIRECTORS OF PUBLICCO. The Board of Trustees of PUBLICCO shall consist of the members of Supreme's Board of Directors immediately prior to the Effective Date of the Exchange, who shall continue to serve for the balance of their unexpired terms or their earlier death, resignation, or removal, along with one(1) member from PublicCo's Board of Directors immediately prior to the Effective Date of the Exchange, and one(1) independent director nominated and elected by the voting shareholders of PUBLICCO stock.

1.6 NAME OF THE CORPORATION. As soon as practicable following the satisfaction or waiver of the conditions set forth in Article 6, the Board of Directors of PublicCo shall change the corporation's name to SUPREME REALTY INVESTMENT TRUST, INC., and that shall remain the name of PUBLICCO.

1.7 SHAREHOLDER APPROVAL. PublicCo shall seek the requisite approval its shareholders to the extent required by laws of the State of Nevada to effectuate the transactions contemplated by this Exchange Agreement. Supreme shall seek the requisite approval its shareholders to the extent required by laws of the State of Illinois to effectuate the transactions contemplated by this Exchange Agreement.

1.8 DISSENTER'S RIGHTS. Pursuant to Section 92A.390 of the Nevada Revised Statutes of 2001, as amended, the holders of PublicCo common stock have no right of dissent with respect to this Exchange Agreement. Pursuant to Chapter 805, Section 11.65 of the Illinois Compiled Statutes, holders of Supreme common stock do have the right to dissent with respect to this Exchange Agreement.

1.9 EXCHANGE RATIOS AND OTHER EXCHANGE CONSIDERATIONS. As soon as practicable following the satisfaction or waiver of the conditions set forth in Article 6:

(a) Each of the issued and outstanding shares of common stock of SUPREME shall be tendered and exchanged for 1.3953 validly issued, fully paid, and nonassessable shares of no par, common stock of PUBLICCO. Each certificate, properly endorsed and nominally representing shares of common stock of SUPREME shall be evidence of ownership of said common stock as of the Effective Date. The holders of such certificates shall be required to surrender the same in exchange for the properly registered certificates evidencing ownership of shares of the common stock of PUBLICCO.


(b) As additional consideration, SUPREME will assume Four thousand seven hundred and 00/100($4,700.00) of PUBLICCO'S existing liabilities.

(c) PUBLICCO shall issue 1,350,000 shares of its common stock to SG Financial Services Group and 300,000 shares of its common stock to Nick Segounis for their role in introducing SUPREME and PUBLICCO. And,

(d) Mr. Miller will return to the treasury of PUBLICCO 3,650,000 share of the 5,000,000 shares of common stock he currently holds in PUBLICCO for cancellation and PUBLICCO shall cancel the 3,650,000 shares of common stock returned to treasury by Mr. Miller.

1.10 EXCHANGE OF CERTIFICATES.

(a) EXCHANGE AGENT. As soon as practicable following the satisfaction or waiver of the conditions set forth in Article 6, the parties shall appoint Interstate Transfer Company (the "Exchange Agent"), of 6084 S. 900 E. Street, Suite 101, Salt Lake City, Utah, 84121 to act as exchange agent for the exchange of the certificates representing the issued and outstanding shares of PublicCo and Supreme, respectively.

(b) EXCHANGE PROCEDURE. As soon as practicable after the Effective Date, PublicCo shall use commercially reasonable efforts to cause the Exchange Agent to mail to each holder of record of a certificate, which, prior to the Effective Date, represented shares Supreme common stock, (i) a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in a form and have such other provisions as PublicCo may reasonably specify, and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the shares of PublicCo. Upon surrender to the Exchange Agent, a Certificate for cancellation, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor, the shares of PublicCo into which the shares of Supreme Common Stock theretofore represented by such Certificate shall have been exchanged, at the rate designated in Section 1.9 above.


(c) NO PRE-CLOSING DIVIDENDS. The Board of Directors of PublicCo and Supreme, respectively warrant and represent that no dividends were declared at any time prior to the Closing Date.

(d) FRACTIONAL SHARES. No certificates or scrip representing fractional shares of PublicCo shall be issued pursuant to this Agreement. If such fractional shares should occur as a result of the exchange rate, such fractional shares shall be rounded down to the nearest whole share.

(e) LOST CERTIFICATES. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by PUBLICCO or the Exchange Agent, the posting by such person of a bond in such reasonable amount as PUBLICCO or the Exchange Agent may direct (but consistent with the practices PUBLICCO applies to its own shareholders) as indemnity against any claim that may be made against them with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the PUBLICCO Common Shares to which the holders thereof are entitled pursuant to Section 1.9.

 

ARTICLE 2. REPRESENTATIONS AND WARRANTIES OF PUBLICCO

The Board of Directors of PublicCo hereby warrant and represent to the Board of Directors of Supreme the following:

2.1 ORGANIZATION, STANDING, AND POWER. PublicCo has been duly organized and is validly existing and in good standing under the laws of the State of Nevada. PublicCo has all requisite corporate power and authority to own, operate, lease, and encumber its properties and carry on its business as now being conducted. The PublicCo Articles of Incorporation, as amended (the "PublicCo Articles") are in effect, and no dissolution, revocation or forfeiture proceedings regarding PublicCo have been commenced. PublicCo is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed, individually or in the aggregate, would not have a material adverse effect on the business, properties, assets, financial condition or results of operations of PublicCo. PublicCo has delivered to Supreme complete and correct copies of the PublicCo Articles of Incorporation, Bylaws (the "PublicCo Bylaws"), and a Certificate of Good Standing issued by the Office of the Secretary of State of Nevada, in each case, as amended or supplemented to the date of this Agreement.


2.2 SUBSIDIARIES OR OTHER AFFILIATED ENTITIES. PublicCo has no ownership or equity interests in any affiliate, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization, syndicate, cartel, or other business combination or other legal entity.

2.3 CAPITAL STRUCTURE. PublicCo has authorized capital stock consisting of 100,000,000 shares of $.0001 par value, common stock, of which 5,000,000 shares have been issued and outstanding.

2.4 SEC DOCUMENTS. To the best of their knowledge, the Board of Directors of PublicCo have filed all required reports, schedules, forms, statements and other documents with the SEC since January 1 2002, through the date hereof (the "PublicCo SEC Documents"). SCHEDULE 1 contains a complete list of all PublicCo SEC Documents filed by PublicCo with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), between January 1, 2002 and the date of this Agreement. All of the PublicCo SEC Documents (other than preliminary material), as of their respective filing dates, complied in all material respects with all applicable requirements of the Securities Act and the Exchange Act and, in each case, the rules and regulations promulgated thereunder applicable to such PublicCo SEC Documents. None of the PublicCo SEC Documents, at the time of filing, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein in order to make the statements therein, not misleading, except to the extent such statements have been modified or superseded by later PublicCo SEC Documents filed and publicly available prior to the date of this Agreement.


2.5 FINANCIAL STATEMENTS. To the best of their knowledge, the Board of Directors represent that the financial statements of PublicCo included in the PublicCo SEC Documents complied 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 ("GAAP") (except, in the case of unaudited statements, as permitted by the applicable rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects, in accordance with the applicable requirements of GAAP and the applicable rules and regulations of the SEC, the financial position of PublicCo as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except for liabilities and obligations set forth in the PublicCo SEC Documents or in SCHEDULE 2, attached hereto, PublicCo has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of PublicCo or in the notes thereto in which, individually, or in the aggregate would have a material adverse effect.

2.6 ABSENCE OF CERTAIN CHANGES OR EVENTS. Since the date of the most recent audited financial statements included in the PublicCo SEC documents, PublicCo has conducted its business only in the ordinary course and there have not been, (a) any material adverse change in the business, financial condition or results of operations of PublicCo, nor has there been any occurrence or circumstance that, with the passage of time, would reasonably be expected to result in a material adverse change.

2.7 LITIGATION. There is no suit, action, or proceeding pending in which service of process has been received by an employee, officer, or director of PublicCo or, to the knowledge of PublicCo threatened in writing against or affecting PublicCo, that would reasonably be expected to (i) have a material adverse effect or (ii) prevent the consummation of any of the transactions contemplated by this Agreement, nor is there any judgment, decree, injunction, rule or order of any court or governmental entity or arbitrator outstanding against PublicCo, having, or which, insofar as reasonably can be foreseen in the future, would have any such effect.


2.8 TAXES. For a taxable years for which the Internal Revenue service can assert a tax liability, PublicCo has filed all tax returns and reports required to be filed by it and all such returns and reports are accurate and complete in all material respects. PublicCo has paid all taxes shown on such returns and reports as required to be paid by it, and has complied in all material respects with all applicable laws, and has, within the time period prescribed by law, withheld and paid over to the proper governmental entities all amounts required to be so withheld and paid over under applicable laws and regulations. The most recent audited financial statements contained in the PublicCo SEC Documents reflect an adequate reserve for all material taxes payable by PublicCo, if any, for all taxable periods and portions thereof through the date of such financial statements. Since the PublicCo Financial Statement Date, PublicCo has incurred no liability for taxes arising from a prohibited transaction, or has incurred no material liability for taxes other than in the ordinary course of business. No event has occurred, and no condition or circumstance exists, which presents a material risk that any material tax described in the preceding sentences will be imposed upon PublicCo. PublicCo is not the subject of any audit, examination, or other proceeding in respect of federal income Taxes, and to PublicCo's knowledge, no audit, examination or other proceeding in respect of federal income Taxes is being considered by any Tax authority. As used in this Agreement, "taxes" shall include all taxes, charges, fees, levies and other assessments, including, without limitation, income, gross receipts, excise, property, sales, withholding including, without limitation, dividend withholding and withholding required pursuant to Sections 1445 and 1446 of the Code), social security, occupation, use, service, license, payroll, franchise, transfer and recording taxes, fees and charges, including estimated taxes, imposed by the United States or any taxing authority (domestic or foreign), and any interest, fines, penalties or additional amounts attributable to, or imposed upon, or with respect to any such taxes, charges, fees, levies or other assessments.

2.9 NO PAYMENTS TO EMPLOYEES, OFFICERS OR DIRECTORS. There are no arrangements, agreements or plans pursuant to which cash and non-cash payments which will become payable


(and the maximum aggregate amount which may be payable thereunder) to each employee, officer or director of PublicCo as a result of the Exchange or a termination of service subsequent to the consummation of the Exchange. Except otherwise provided for in this Agreement, there is no employment or severance contract, or other agreement requiring payments, cancellation of indebtedness or other obligation to be made on a change of control or otherwise as a result of the consummation of any of the transactions contemplated by this Agreement or as a result of a termination of service subsequent to the consummation of any of the transactions contemplated by this Agreement, with respect to any employee, officer or director of PublicCo. There is no agreement or arrangement with any employee, officer or other service provider under which PublicCo has agreed to pay any tax that might be owed under with respect to payments to such individuals.

2.10 BROKERS AND ADVISORS; SCHEDULE OF FEES AND EXPENSES. No broker, investment banker, financial advisor or other person is entitled to any broker's, finder's, financial advisor's or other similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of PublicCo.

2.11 COMPLIANCE WITH LAWS. PublicCo has not violated or failed to comply with any statute, law, ordinance, regulation, rule, judgment, decree or order of any governmental entity applicable to its business,

properties or operations, except to the extent that such violation or failure would not reasonably be expected to have a material adverse effect.

2.12 CONTRACTS; DEBT INSTRUMENTS. PublicCo has not received a written notice that it is in violation of or in default under (nor to the knowledge of PublicCo does there exist any condition which upon the passage of time or the giving of notice or both would cause such a violation of or default under) any material loan or credit agreement, note, bond, mortgage, indenture, lease, permit, concession, franchise, license or any other material contract, agreement, arrangement or understanding, to which it is a party or by which it or any of its properties or assets is bound, nor to the Knowledge of PublicCo does such a violation or default exist, except to the extent that such violation or default, individually or in the aggregate, would not reasonably be expected to have a material adverse effect. Except for any of the following expressly


identified in PublicCo SEC Documents, SCHEDULE 2 sets forth a list of each material loan or credit agreement, note, bond, mortgage, indenture and any other agreement or instrument pursuant to which any indebtedness is outstanding or may be incurred. For purposes of this Section 2.12, "indebtedness" shall mean (i) indebtedness for borrowed money, whether secured or unsecured, (ii) obligations under conditional sale or other title retention agreements relating to property purchased by such person, (iii) capitalized lease obligations, (iv) obligations under interest rate cap, swap, collar or similar transaction or currency hedging transactions (valued at the termination value thereof) and (v) guarantees of any such indebtedness of any other person.

2.13 STATE TAKEOVER STATUTES. PublicCo has taken all action necessary to exempt the transactions contemplated by this Agreement between Supreme and PublicCo from the operation of any "fair price," "moratorium," "control share acquisition" or any other anti-takeover statute or similar statute enacted under the laws of the State of Nevada or federal laws of the United States or similar statute or regulation (a "Takeover Statute").

 

ARTICLE 3. REPRESENTATIONS AND WARRANTIES OF SUPREME

The Board of Directors of Supreme hereby warrant and represent to the Board of Directors of PublicCo the following:

3.1 ORGANIZATION, STANDING, AND POWER. Supreme has been duly organized and is validly existing and in good standing under the laws of the State of Illinois. Supreme has all requisite corporate power and authority to own, operate, lease, and encumber its properties and carry on its business as now being conducted. The Supreme Articles of Incorporation, as amended (the "Supreme Articles") are in effect, and no dissolution, revocation or forfeiture proceedings regarding Supreme have been commenced. Supreme is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed, individually or in the aggregate, would not have a material adverse effect


on the business, properties, assets, financial condition or results of operations of Supreme. Supreme has delivered to PublicCo complete and correct copies of the Supreme Articles of Incorporation, Bylaws (the "Supreme Bylaws"), and a Certificate of Good Standing issued by the Office of the Secretary of State of Illinois, in each case, as amended or supplemented to the date of this Agreement.

3.2 SUBSIDIARIES OR OTHER AFFILIATED ENTITIES. Supreme owns a majority equity interest in its mortgage banking subsidiary, Supreme Capital Funding, Inc.("Capital"). Capital is an Illinois corporation that is duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation and has the requisite corporate power and authority to own, operate, lease, and encumber real properties, and carry on its business as now being conducted. Supreme has no ownership or equity interests in any other affiliate, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization, syndicate, cartel, or other business combination or other legal entity.

3.3 CAPITAL STRUCTURE. Supreme has authorized capital stock consisting of 100,000,000 shares of $.01 par value, common stock, of which 19,342,000 shares have been duly issued and are now outstanding.

3.4 FINANCIAL STATEMENTS. The financial statements of Supreme included in the preliminary materials have been prepared in accordance with generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements), applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects, in accordance with the applicable requirements of GAAP. The financial position of Supreme as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Supreme has no other liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of PublicCo or in the notes thereto in which, individually, or in the aggregate would have a material adverse effect.

3.5 ABSENCE OF CERTAIN CHANGES OR EVENTS. Since the date of the most recent financial statements included in the preliminary materials, Supreme has conducted its business only in the ordinary course and there have not been, (a) any material adverse change in the business, financial condition or results of operations of Supreme, nor has there been any occurrence or circumstance that, with the passage of time, would reasonably be expected to result in a material adverse change.


3.6 LITIGATION. There is no suit, action, or proceeding pending in which service of process has been received by an employee, officer, or director of Supreme or, to the knowledge of Supreme threatened in writing against or affecting Supreme, that would reasonably be expected to (i) have a material adverse effect or (ii) prevent the consummation of any of the transactions contemplated by this Agreement, nor is there any judgment, decree, injunction, rule or order of any court or governmental entity or arbitrator outstanding against Supreme, having, or which, insofar as reasonably can be foreseen in the future, would have any such effect.

3.7 TAXES. For the taxable years for which the Internal Revenue service can assert a tax liability, Supreme has filed all tax returns and reports required to be filed by it and all such returns and reports are accurate and complete in all material respects. Supreme has paid all taxes shown on such returns and reports as required to be paid by it, and has complied in all material respects with all applicable laws, and has, within the time period prescribed by law, withheld and paid over to the proper governmental entities all amounts required to be so withheld and paid over under applicable laws and regulations. Since the Supreme Financial Statement Date, Supreme has incurred no liability for taxes arising from a prohibited transaction, or has incurred no material liability for taxes other than in the ordinary course of business. No event has occurred, and no condition or circumstance exists, which presents a material risk that any material tax described in the preceding sentences will be imposed upon Supreme. Supreme is not the subject of any audit, examination, or other proceeding in respect of federal income Taxes, and to Supreme's knowledge, no audit, examination or other proceeding in respect of federal income Taxes is being considered by any Tax authority. As used in this Agreement, "taxes" shall include all taxes, charges, fees, levies and other assessments, including, without limitation, income, gross receipts, excise, property, sales, withholding including, without limitation, dividend withholding and withholding required pursuant to Sections 1445 and 1446 of the Code), social security, occupation, use, service, license, payroll, franchise, transfer and recording taxes, fees and charges, including estimated taxes, imposed by the United States or any taxing authority (domestic or foreign), and any interest, fines, penalties or additional amounts attributable to, or imposed upon, or with respect to any such taxes, charges, fees, levies or other assessments.


3.8 BROKERS AND ADVISORS; SCHEDULE OF FEES AND EXPENSES. No broker, investment banker, financial advisor or other person, other than Action Stocks, Inc., ("Action"),is entitled to any broker's, finder's, financial advisor's or other similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of Supreme.

3.9 COMPLIANCE WITH LAWS. Supreme has not violated

or failed to comply with any statute, law, ordinance, regulation, rule, judgment, decree or order of any governmental entity applicable to its business, properties or operations, except to the extent that such violation or failure would not reasonably be expected to have a material adverse effect.

3.10 CONTRACTS; DEBT INSTRUMENTS. Supreme has not received a written notice that it is in violation of or in default under (nor to the knowledge of Supreme does there exist any condition which upon the passage of time or the giving of notice or both would cause such a violation of or default under) any material loan or credit agreement, note, bond, mortgage, indenture, lease, permit, concession, franchise, license or any other material contract, agreement, arrangement or understanding, to which it is a party or by which it or any of its properties or assets is bound, nor to the knowledge of Supreme does such a violation or default exist, except to the extent that such violation or default, individually or in the aggregate, would not reasonably be expected to have a material adverse effect. SCHEDULE 4 sets forth a list of each material loan or credit agreement, note, bond, mortgage, indenture and any other agreement or instrument pursuant to which any indebtedness is outstanding or may be incurred. For purposes of this Section 3.11, "indebtedness" shall mean (i) indebtedness for borrowed money, whether secured or unsecured, (ii) obligations under conditional sale or other title retention agreements relating to property purchased by such person, (iii) capitalized lease obligations, (iv) obligations under interest rate cap,swap, collar or similar transaction or currency hedging transactions (valued at the termination value thereof) and (v) guarantees of any such indebtedness of any other person.


ARTICLE 4. COVENANTS

4.1 CONDUCT OF BUSINESS PENDING EXCHANGE. During the period from the date of this Agreement to the Effective Date, except as consented to in writing, or as expressly provided for in this Agreement, both parties shall use commercially reasonable efforts to:

    1. conduct its business only in the usual, regular, and ordinary course and in substantially the same manner as heretofore conducted;
    2. preserve intact its business organizations and goodwill;
    3. confer on a regular basis with one or more representatives of the other party to report operational matters of materiality and, subject to Section 4.3, any proposals to engage in material transactions;
    4. promptly notify the other party of any material emergency or other material change in the condition (financial or otherwise), business, properties, assets, liabilities or the normal course of its businesses or of any material governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated);
    5. promptly deliver to the other party true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement;
    6. maintain its books and records in accordance with GAAP consistently applied and not change in any material manner any of its methods, principles or practices of accounting in effect at the Financial Statement Date, except as may be required by the SEC, applicable law or GAAP;
    7. duly and timely file all reports, tax returns and other documents required to be filed with federal, state, local and other authorities, subject to extensions permitted by law, not make or rescind any express or deemed election relative to taxes (unless required by law;
    8. not acquire, enter into any option to acquire, or exercise an option or other right or election or enter into any other commitment or contractual obligation (each, a "Commitment") for the acquisition of any real property or, except as permitted in a budget approved in writing by the other party;
    9. encumber assets or commence construction of, or enter into any commitment to develop or construct other real estate projects, except in the ordinary course of its business;
    10. incur or enter into any Commitment to incur additional indebtedness (secured or unsecured)
    11. terminate, or enter into any Commitment to modify, amend or terminate, any indebtedness (secured or unsecured) in existence as of the date hereof;
    12. not amend the Articles of Incorporation or the Bylaws;
    13. make no change in the number of shares of capital stock issued and outstanding, except as described in Section 2.3(b) of this Agreement;
    14. grant no options or other right or commitment relating to its shares of capital stock or any security convertible into its shares of capital stock or any security the value of which is measured by shares of beneficial interest, or any security subordinated to the claim of its general creditors;
    15. not amend or waive any rights under any of the PublicCo Stock Options or PublicCo Stock Rights;
    16. authorize, declare, set aside or pay any dividend or make any other distribution or payment with respect to any common stock, preferred stock or indirectly redeem, purchase or otherwise acquire any shares of capital stock or any option, warrant or right to acquire, or security convertible into, shares of capital stock;
    17. not sell, lease, mortgage, subject to lien or otherwise dispose of any assets, except in that is made in the ordinary course of business and is the subject of a binding contract in existence on the date of this Agreement;
    18. not make any loans, advances or capital contributions to, or investments in, any other person; and
    19. not enter into any new, or amend or supplement any existing, contract, lease or other agreement;
    20. not pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business consistent with past practice or in accordance with their terms, of liabilities reflected or reserved against in, or contemplated by, the most recent financial statements (or the notes thereto) furnished to the other party or incurred in the ordinary course of business and consistent with past practice;
    21. not guarantee the indebtedness of another Person, enter into any "keep well" or other agreement to maintain any financial statement condition of another Person or enter into any arrangement having the economic effect of any of the foregoing;
    22. not enter into any commitment with any officer, director, affiliate, or with any consultant;
    23. not increase any compensation or enter into or amend any employment agreement with any of its officers, directors or employees;
    24. not accept a promissory note in payment of the exercise price payable under any option to purchase shares of PublicCo Common Stock;
    25. not enter into any Tax Protection Agreement;
    26. not settle or compromise any material federal, state, local or foreign tax liability; and
    27. not authorize, recommend, propose or announce an intention to do any of the foregoing prohibited actions, or enter into any contract, agreement, commitment or arrangement to do any of the foregoing prohibited actions.

 

ARTICLE 5. ADDITIONAL COVENANTS

5.1 PREPARATION OF THE FORM S-4; CONSENT SOLICITATIONS. As promptly as practicable after execution of this Agreement, the respective parties and their investment advisors, shall prepare and file with the SEC under the Securities Act, one or more registration statements on Form S-4 (such registration statements, together with any amendments or supplements thereto, the "Form S-4"). The respective parties will cause the Form S-4 to comply as to form in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the rules and regulations thereunder. Each party shall furnish all information about itself and its business and operations and all necessary financial information to the other as the other may reasonably request in connection with the preparation of the Form S-4. Supreme will duly call, give notice of, and, as soon as practicable following the date of this Agreement, give notice of this action to its stockholders (the "Supreme Notice of Board Action") for the purpose of obtaining the Supreme Stockholder Approvals. Supreme shall, through its Board of Directors, recommend to its stockholders approval of this Agreement, the Exchange and the transactions contemplated by this Agreement.

5.2 ACCESS TO INFORMATION; CONFIDENTIALITY. Each of the parties shall afford to the other parties and to the officers, employees, accountants, counsel, financial advisors and other representatives of such other party, reasonable access during normal business hours prior to the Effective Date to all their respective properties, books, contracts, commitments, personnel and records and, during such period, each of the parties shall, furnish promptly to the other party a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities laws and all other information


concerning its business, properties and personnel as such other party may reasonably request. Each of the parties shall use commercially reasonable efforts to cause its officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to, hold any nonpublic information in confidence, notwithstanding the execution and delivery of this Agreement or the termination hereof.

5.3 TAX MATTERS. Both parties shall use its commercially reasonable efforts before and after the Effective Date to cause the Exchange to qualify as a "reorganization" under the provisions of Sections 368(a) of the Code and to obtain the opinions of counsel referred to in Sections 6.2(e) and 6.3(e).

5.4 PUBLIC ANNOUNCEMENTS. Each party will consult with the other party, and provide each other the opportunity to review and comment upon, before issuing any press release or other written public statements, including, without limitation, any press release or other written public statement which address in any manner the transactions contemplated by this Agreement, and shall not issue any such press release or make any such written public statement prior to such consultation, except as may be required by applicable law, court process or by obligations pursuant to any listing agreement with any national securities exchange. The parties agree that the initial press release to be issued with respect to the transactions contemplated by this Agreement will be in the form agreed to by the parties prior to the execution of this Agreement.

5.5 LISTING. PublicCo shall use commercially reasonable efforts to cause the PublicCo Common Shares to be issued in the Exchange, to be approved for listing on the NASDAQ Small Cap Market ("Small Cap"), Over-The-Counter Bulletin Board ("OTCBB"), or Bulletin Board Exchange ("BBX") subject to official notice of issuance, as soon as practicable after the Effective Date.

5.6 TRANSFER AND GAINS TAXES. Each party shall cooperate in the preparation, execution and filing of all returns, questionnaires, applications or other documents regarding any real property transfer or gains, sales, use, transfer, value added stock transfer and stamp taxes, any transfer, recording, registration and other fees and any similar taxes which become payable in connection with the transactions contemplated by this Agreement (together with


any related interests, penalties or additions to tax, "Transfer and Gains Taxes"). From and after the Effective Date, PUBLICCO shall pay or cause to be paid, without deduction or withholding from any amounts payable to the holders of PUBLICCO Common Shares, all Transfer and Gains Taxes (which term shall not in any event be construed to include for these purposes any Tax imposed under the Code).

5.7 INDEMNIFICATION. In the event of any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal or administrative, including, without limitation, any action by or on behalf of (i) any or all security holders of PublicCo; (ii) any person who is now, or has been, at any time prior to the date hereof, or who becomes prior to the Effective Date of the Exchange, an officer, employee or director of PublicCo ("Indemnification Parties"); is, or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of, or pertaining to (i) the fact that he is or was an officer, employee or director of PublicCo or any action or omission by such person in his capacity as a director, or (ii) this Agreement or the transactions contemplated by this Agreement, whether in any case asserted or arising before or after the Effective Date of the Exchange, the Indemnifying Parties shall, from and after the Effective Date of the Exchange, indemnify and hold harmless, as and to the full extent permitted by applicable law, each the officers, employees, and directors of PUBLICCO against any losses, claims, liabilities, expenses (including reasonable attorneys' fees and expenses), judgments, fines and amounts paid in settlement in accordance herewith in connection with any such threatened or actual claim, action, suit, proceeding or investigation. The new Directors of PublicCo will obtain a Director's and Officer's Liability insurance policy which will insure the officers and directors of PublicCo from any claim arising out of an alleged wrongful act by such persons in their respective capacities as officers and directors of the PublicCo.

5.8 FEES AND EXPENSES. Expenses related to the preparation of the consent solicitations, S-4 registration statement, "Blue Sky" registrations, mailings, printing of new share certificates, delivery of those certificates, Edgar filing fees, etc. will be paid by SUPREME. All other expenses relating to the preparation of financial statements, SEC filings, exhibits, etc. will be paid by the respective parties incurring the expense.



ARTICLE 6. CONDITIONS

6.1 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE EXCHANGE. The obligations of each party to effect the Exchange and to consummate the other transactions contemplated by this Agreement to occur on the Closing Date shall be subject to the fulfillment at or prior to the Closing Date of the following conditions:

    1. SHAREHOLDER APPROVALS. The PublicCo Stockholder Approvals and the SUPREME Shareholder Approvals shall have been obtained.

       

    2. FORM S-4. The Form S-4 shall have become effective under the Securities Act and shall not be the subject of any stop order or proceedings by the SEC seeking a stop order.
    3. NO INJUNCTIONS OR RESTRAINTS. No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Exchange or any of the other transactions contemplated hereby shall be in effect.
    4. BLUE SKY LAWS. PublicCo shall have received all state securities or "blue sky" permits and other authorizations necessary to issue the PublicCo Common Shares issuable in the Exchange.

6.2 CONDITIONS TO OBLIGATIONS OF SUPREME. The obligations of SUPREME to effect the Exchange and to consummate the other transactions contemplated to occur on the Closing Date are further subject to the following conditions, any one or more of which may be waived by Supreme:

      1. REPRESENTATIONS AND WARRANTIES. Each of the representations and warranties of PublicCo set forth in this Agreement, disregarding all qualifications and exceptions contained therein relating to materiality, shall be true and correct as of the Closing Date as though made on and as of the Closing Date (except to the extent that such representations and warranties are expressly limited by their terms to another date, in which case such representations and warranties shall be true and correct as of such other date), except where the failure of such representations and warranties to be true and correct would not, individually or in the aggregate, reasonably be expected to have a material adverse effect.
      2. PERFORMANCE OF OBLIGATIONS OF PUBLICCO. PublicCo shall have performed in all material respects all obligations required to be performed by them under this Agreement at or prior to the Effective Date, and SUPREME shall have received a certificate signed on behalf of PublicCo by the chief executive officer or the chief operating officer of PublicCo, in such capacity, to such effect.
      3. MATERIAL ADVERSE CHANGE. Since the date of this Agreement, there shall have been no PublicCo material adverse change and SUPREME shall have received a certificate of the chief executive officer or chief operating officer of PublicCo, in such capacity, certifying to such effect.

6.3 CONDITIONS TO OBLIGATIONS OF PUBLICCO. The obligations of PUBLICCO to effect the Exchange and to consummate the other transactions contemplated to occur on the Closing Date are further subject to the following conditions, any one or more of which may be waived by PublicCo:

      1. REPRESENTATIONS AND WARRANTIES. Each of the representations and warranties of Supreme set forth in this Agreement, disregarding all qualifications and exceptions contained therein relating to materiality, shall be true and correct as of the Closing Date as though made on and as of the Closing Date (except to the extent that such representations and warranties are expressly limited by their terms to another date, in which case such representations and warranties shall be true and correct as of such other date), except where the failure of such representations and warranties to be true and correct would not, individually or in the aggregate, reasonably be expected to have a material adverse effect.
      2. PERFORMANCE OF OBLIGATIONS OF SUPREME. Supreme shall have performed in all material respects all obligations required to be performed by them under this Agreement at or prior to the Effective Date, and PUBLICCO shall have received a certificate signed on behalf of Supreme by the chief executive officer or the chief operating officer of Supreme, in such capacity, to such effect.
      3. MATERIAL ADVERSE CHANGE. Since the date of this Agreement, there shall have been no material adverse change and PUBLICCO shall have received a certificate of the chief executive officer or chief operating officer of Supreme, in such capacity, certifying to such effect.

 

ARTICLE 7. TERMINATION, AMENDMENT, AND WAIVER

7.1 TERMINATION. This Agreement may be terminated at any time prior to the Closing Date by:

    1. mutual written consent duly authorized by the Board of Directors of Supreme and the Board of Directors of PublicCo.
    2. upon a breach of or failure to perform any representation, warranty, covenant, obligation or agreement on the part of PublicCo as set forth in this Agreement, or if any representation or warranty of PublicCo shall become untrue, in either case such that the conditions set forth in Section6.2(a) or Section 6.2(b), as the case may be, would be incapable of being satisfied by May 1, 2003 (or as otherwise extended);
    3. by PublicCo, upon a breach of any representation, warranty, covenant obligation or agreement on the part of SUPREME as set forth in this Agreement, or if any representation or warranty of SUPREME shall become untrue, in either case such that the conditions set forth in Section 6.3(a) or Section 6.3(b), as the case maybe, would be incapable of being satisfied by May 1, 2003 (or as otherwise extended); or
    4. by either SUPREME or PublicCo, if any judgment, injunction, order, decree or action by any governmental entity of competent authority preventing the consummation of the Exchange shall have become final and non-appealable.

7.2 AMENDMENT. This Agreement may be amended by the parties in writing by action of the respective Board of Directors of Supreme and PublicCo at any time before or after any Shareholder Approvals are obtained and prior to the filing of the Articles of Exchange with the respective Secretaries of State of Illinois and Nevada.

7.3 EXTENSION; WAIVER. At any time prior to the Effective Date, the parties may (a) extend the time for the performance of any of the obligations or other acts of the other party, (b) waive any inaccuracies in the representations and warranties of the other party contained in this Agreement or in any document delivered pursuant to this Agreement or (c) waive compliance with any of the agreements or conditions of the other party contained in this Agreement. Any agreement on the part of a party to any such extension or waiver shall be valid only if set forth an instrument in writing signed on behalf of such party. The failure of any party to this Agreement to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of those rights.

 

ARTICLE 8. GENERAL PROVISIONS

8.1 NONSURVIVAL OF REPRESENTATIONS AND WARRANTIES. None of the representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement confirming the representations and warranties in this Agreement shall survive the Effective Date. This Section 8.1 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Effective Date.

8.2 NOTICES. All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be delivered personally, sent by overnight courier (providing proof of delivery) to the


parties or sent by telecopy (providing confirmation of transmission) at the following addresses or telecopy numbers (or at such other address or telecopy number for a party as shall be specified by like notice):

If to Supreme:    
SUPREME PROPERTY, INC.
15 Iliad Drive
Tinley Park, IL 60477
Attn: Thomas Elliott, Esq.
(708) 429-3893
(708) 429-3897 fax
[email protected] e-mail
   
     
With copy to:    
ACTION STOCKS, INC.
990 Highland Drive  - Suite 106
Solana Beach, CA 92075
Attn: Brent Fouch
(858) 481-6670
(858) 481-6144 fax
[email protected] e-mail
   

If to PublicCo:    
CORONATION ACQUISITION CORP.
P.O. Box 741
Bellevue, WA 98009
Attn: Harry Miller
[email protected]
   
     
With copy to:    
Alixe Cormick
VENTURE LAW CORPORATION
Suite 618 - 688 West Hastings Street
Vancouver, British Columbia, V6B 1P1
Telephone: (604) 659-9188
Facsimile: (604) 659-9178
[email protected]
   

All notices shall be deemed given only when actually received.

8.3 INTERPRETATION. When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement unless otherwise indicated. The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words "include"," includes" or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation."

8.4 COUNTERPARTS. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed beach of the parties and delivered to the other party.

8.5 ENTIRE AGREEMENT; NO THIRD-PARTY BENEFICIARIES. This Agreement, and the other agreements entered into in connection with the Exchange (a) constitute the entire agreement and supersede all prior agreements and understandings, both written and oral between the parties with respect to the subject matter of this Agreement and are not intended to confer upon any person other than the parties hereto any rights or remedies.


8.6 GOVERNING LAW. THE EXCHANGE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEVADA,REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICT OF LAWS THEREOF. EXCEPT AS PROVIDED IN THE IMMEDIATELY PRECEDING SENTENCE, THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,THE LAWS OF THE STATE OF ILLINOIS, REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICT OF LAWS THEREOF.

8.7 ASSIGNMENT. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned or delegated, in whole or in part, by operation of law or otherwise by any of the parties without the prior written consent of the other parties. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.

8.8 ENFORCEMENT. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Its accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in any federal court located in Illinois or in any state court located in Illinois this being in addition to another remedy to which they are entitled at law or in equity. In addition, each of the parties hereto (a) consents to submit itself (without making such submission exclusive) to the personal jurisdiction of any federal court located in Illinois or any state court located in Illinois in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement and (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court.

8.9 SEVERABILITY. Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of


this Agreement in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only as broad as is enforceable.

8.10 EXCULPATION. This Agreement shall not impose any personal liability on any shareholder, trustee, trust manager, officer, employee or agent of SUPREME or PublicCo, and all Persons shall look solely to the property of SUPREME or PublicCo for the payment of any claim hereunder or for the performance of this Agreement.

8.11 JOINT AND SEVERAL OBLIGATIONS. In each case where both PublicCo, on the one hand, or SUPREME on other hand, are obligated to perform the same obligation hereunder, such obligation shall be joint and several.

IN WITNESS WHEREOF, each of the corporate parties hereto, pursuant to authority duly granted by the Board of Directors, has caused the Agreement of Exchange to be executed by an authorized officer.

 

Date:

 
By:
/s/ Harry Miller
________________________________
    Harry Miller, President
CORONATION ACQUISITION CORP.
     
     
 
By:
/s/ Thomas Elliott
____________________________________
    Thomas Elliott, President
SUPREME PROPERTY, INC.
     
     


 

EXHIBIT A - NEVADA ARTICLES OF MERGER OR EXCHANGE

DEAN HELLER
Secretary of State

202 North Carson Street
Carson City, Nevada 89701-4201
(775) 684 5708

Articles of Merger
(PURSUANT TO NRS
CHAPTER 92A)

    Office Use Only:

 

Important: Read attached instructions before completing form.

 

Articles of Merger
(Pursuant to Nevada Revised Statutes Chapter 92A)
(excluding 92A.200(4b))
- Remit in Duplicate -


Important: Read instructions before completing form
 


1) Name and jurisdiction of organization of each constituent entity (NRS 92A.200):

     Supreme Property Inc.                                                                                                        
Name of merging entity

   

   Illinois                                   
Jurisdiction

  Corporation                                         
 Entity type *
and,  

     Coronation Acquisition Corp.                                                                                               
Name of surviving entity

   Nevada                                
Jurisdiction

  Corporation                                        
 Entity type *   
   

2) Forwarding address where copies of process may be sent by the Secretary of State of
    Nevada (if a foreign entity is the survivor in the merger  - NRS 92A.190):

Attn:  Thomas Elliott                                                         

c/o:   Supreme Realty Investment Trust, Inc.                       

          P.O. Box 1164                                                       

         Tinley Park, IL  60477                                              
 

3) The undersigned declares that a plan of merger has been adopted by each constituent
    entity (NRS 92A.200).

 
* Corporation, non-profit corporation, limited partnership, limited-liability company or business trust.
 

 

DEAN HELLER
Secretary of State

202 North Carson Street
Carson City, Nevada 89701-4201
(775) 684 5708

Articles of Merger
(PURSUANT TO NRS CHAPTER 92A)
Page 2

 

 

4) Owner's approval (NRS 92A.200)(options a, b, or c may be used for each entity):

(a) Owner's approval was not required from:

________________________________________________________________________
Name of merging entity, if applicable

and, or;

________________________________________________________________________
Name of surviving entity, if applicable
 

(b) The plan was approved by the required consent of the owners of *:

     Supreme Property Inc.                                                                                        
Name of merging entity, if applicable

and, or;

     Coronation Acquisition Corp.                                                                               
Name of surviving entity, if applicable

 

* Unless otherwise provided in the certificate of trust or governing instrument of a business trust, a merger must be
   approved by all the trustees and beneficial owners of each business trust that is a constituent entity in the merger.

 

 

DEAN HELLER
Secretary of State

202 North Carson Street
Carson City, Nevada 89701-4201
(775) 684 5708

Articles of Merger
(PURSUANT TO NRS CHAPTER 92A)
Page 3

 

 

(c) Approval of plan of merger for Nevada non-profit corporation (NRS 92A.160):

The plan of merger has been approved by the directors of the corporation and by each
public officer or other person whose approval of the plan of merger is required by the
articles of incorporation of the domestic corporation.

________________________________________________________________________
Name of merging entity, if applicable

and, or;

________________________________________________________________________
Name of surviving entity, if applicable


 


 

DEAN HELLER
Secretary of State

202 North Carson Street
Carson City, Nevada 89701-4201
(775) 684 5708

Articles of Merger
(PURSUANT TO NRS CHAPTER 92A)
Page 4

 

 

5) Amendments, if any, to the articles or certificate of the surviving entity. Provide
    article numbers, if available. (NRS 92A.200)*:

1. THE NAME OF THE CORPORATION SHALL BE CHANGED TO SUPREME REALTY       

INVESTMENT TRUST, INC.                                                                                               

2. AN ADDITIONAL CLASS OF SERIES A, PREFERRED STOCK SHALL BE AUTHORIZED.

3.  THE NUMBER OF AUTHORIZED SHARES OF SERIES A, PREFERRED STOCK SHALL

BE 100,000,000                                                                                                                

6) Location of Plan of Merger (check a or b):

_____ (a) The entire plan of merger is attached;

or,

  X   (b) The entire plan of merger is on file at the registered office of the surviving
               corporation, limited-liability company or business trust, or at the records office
               address if a limited partnership, or other place of business of the surviving entity
               (NRS 92A.200).

7) Effective date (optional)**: _______________________________

 

 

* Pursuant to NRS 92A.180 (merger of subsidiary into parent  - Nevada parent owning 90% or more of subsidiary),
   the articles of merger may not contain amendments to the constituent documents of the surviving entity except that
   the name of the surviving entity may be changed. Amended and restated articles may be attached as an exhibit or
   integrated into the articles of merger. A resolution specifying the new changes or a form prescribed by the
   secretary of state must accompany the amended and restated articles.

** A merger takes effect upon filing the articles of merger or upon a later date as specified in the articles, which
    must not be more than 90 days after the articles are filed (NRS 92A.240).


 

 

DEAN HELLER
Secretary of State

202 North Carson Street
Carson City, Nevada 89701-4201
(775) 684 5708

Articles of Merger
(PURSUANT TO NRS CHAPTER 92A)
Page 5

 

8) Signatures  - Must be signed by:

An officer of each Nevada corporation; All general partners of each Nevada
limited partnership; A manager of each Nevada limited-liability company with
managers or all the members if there are no managers; A trustee of each Nevada
business trust (NRS 92A.230)*:

   SUPREME PROPERTY, INC.                                                                                   
Name of merging entity

                                                        PRESIDENT                                      /      /2003
Signature                                              Title                                             Date

   CORONATION ACQUISITION CORP.                                                                       
Name of
surviving entity

                                                        PRESIDENT                                      /      /2003
Signature                                             Title                                              Date

* The articles of merger must be signed by each foreign constituent entity in the manner provided by the law
   governing it (NRS 92A.230). Additional signature blocks may be added to this page or as an attachment, as needed.

Failure to include any of the above information and remit the proper fees may cause this filing to be rejected.

 

 

 


EXHIBIT B - ILLINOIS ARTICLES OF MERGER OR EXCHANGE

Form BCA-11.25
(Rev. Jan. 1999)

ARTICLES OF MERGER
CONSOLIDATION OR EXCHANGE

File #

Jesse White
Secretary of State
Department of Business Services
Springfield, IL 62756
Telephone (217) 782-6961
http://www.sos.state.il.us

 

SUBMIT IN DUPLICATE

This space for use by
Secretary of State

Date

Filing Fee $

Approved:

        DO NOT SEND CASH!
Remit payment in check or money
order, payable to "Secretary of State."
Filing Fee is $100, but if merger or
consolidation involves more than 2
corporations, $50 for each additional
corporation.



1. Names of the corporations proposing to merge, and the state or country of their incorporation:

 


Name of Corporation

 State or Country
of Incorporation

 Corporation
File Number


CORONATION ACQUISITION CORP.(1)

NEVADA

C34489-2000



SUPREME PROPERTY, INC. ILLINOIS D6204-748-8



     



     



Note:   (1) Coronation Acquisition Corp.'s name will change at the time of  the merger to "Supreme Realty Investment, Inc."

2. The laws of the state or country under which each corporation is incorporated permits such merger, consolidation
    or exchange.

3. (a) Name of the acquiring corporation:  Coronation Acquisition Corp. to be renamed Supreme Realty Investment Trust, Inc.

    (b) it shall be governed by the laws of:   Nevada                                                                                                           


If not sufficient space to cover this point, add one or more sheets of this size.
 

4. Plan of consolidation is as follows:

           SEE ATTACHED "TERMS OF THE TRANSACTION"


       
5. Plan of consolidation was approved, as to each corporation not organized in Illinois, incompliance with the laws of the
    exchange state under which it is organized, and (b) as to each Illinois corporation, as follows:

    (The following items are not applicable to mergers under S. 11.30 - 90% owned subsidiary provisions. See
    Article 7.)

    (Only "X" one box for each Illinois corporation)

       
Name of Corporation By the shareholders, a reso-lution of the board of direc-tors having been duly
adopted and submitted to a
vote at a meeting of share-holders. Not less than the minimum number of votes required by statute and by the articles of incorporation voted in favor of the action taken.
                           (S. 11.20)
 
By written consent of the
shareholders having not less
than the minimum number of
votes required by statute and
by the articles of incorpora-tion. Shareholders who have not consented in writing have been given notice in accor-dance with S. 7.10 (S. 11.220)
 
By written consent
of ALL the share-holders entitled to vote on the action, in accordance with S. 7.10 & S. 11.20
 




       
SUPREME PROPERTY INC.

     
 

     
 

     
 

     

6. (Not applicable if surviving, new or acquiring corporation is an Illinois corporation)

     It is agreed that, upon and after the issuance of a certificate of merger, consolidation or exchange by the Secretary of
     State of the State of Illinois:
a.   The surviving, new or acquiring corporation may be served with process in the State of Illinois in any
proceeding for the enforcement of any obligation of any corporation organized under the laws of the State of
Illinois which is a party to the merger, consolidation or exchange and in any proceeding for the enforcement
of the rights of a dissenting shareholder of any such corporation organized under the laws of the State of Illinois
against the surviving, new or acquiring corporation.
b.   The Secretary of State of the State of Illinois shall be and hereby is irrevocably appointed as the agent of the
surviving, new or acquiring corporation to accept service of process in any such proceedings, and
c.   The surviving, new, or acquiring corporation will promptly pay to the dissenting shareholders of any
corporation organized under the laws of the State of Illinois which is a party to the merger, consolidation or
exchange the amount, if any, to which they shall be entitled under the provisions of "The Business
Corporation Act of 1983" of the State of Illinois with respect to the rights of dissenting shareholders.
 

7. (Complete this item if reporting a merger under S. 11.30 - 90% owned subsidiary provisions.)
 

a.  

The number of outstanding shares of each class of each merging subsidiary corporation and the number of such
shares of each class owned immediately prior to the adoption of the plan of merger by the parent corporation, are:
 

Name of Corporation Total Number of Shares
Outstanding
of Each Class
Number of Shares of Each Class
Owned Immediately Prior to
Merger by the Parent Corporation
     



     



     
b.   (Not applicable to 100% owned subsidaries)
The date of mailing a copy of the plan of merger and notice of the right to dissent to the shareholders of each merging
subsidiary corporation was _____________________ , _________.
                                                             (Month & Day) (Year)

Was written consent for the merger or written waiver of the 30-day period by the holders of all the outstanding shares of all subsidiary corporations received? 
  Yes    No

(If the answer is "No," the duplicate copies of the Articles of Merger may not be delivered to the Secretary of State
until after 30 days following the mailing of a copy of the plan of merger and of the notice of the right to dissent to
the shareholders of each merging subsidiary corporation.)
 
8. The undersigned corporations have caused these articles to be signed by their duly authorized officers, each of whom
affirms, under penalties of perjury, that the facts stated herein are true. (All signatures must be in BLACK INK.)
   
Dated     June __________ , 2003   CORONATION ACQUISITION CORP.
 
 
  (Month & Day)       (Year)   (Exact Name of Corporation)
 
 
   
attested by                                                                      by                                                                                   
  (Signature of Secretary or Assistant Secretary)        (Signature of President or Vice-President)
  Harry Miller, Secretary   Harry Miller, President
 
 
  (Type or Print Name and Title)   (Type or Print Name and Title)
       
Dated     June __________ , 2003   SUPREME PROPERTY, INC.
 
 
  (Month & Day)       (Year)   (Exact Name of Corporation)
 
 
   
attested by                                                                      by                                                                                   
  (Signature of Secretary or Assistant Secretary)        (Signature of President or Vice-President)
  Thomas Elliott, Secretary   Thomas Elliott, President
 
 
  (Type or Print Name and Title)   (Type or Print Name and Title)
       

 


Terms of Transaction


In March, 2003, SUPREME PROPERTY, INC. entered into an Agreement and Plan of Exchange and Reorganization to become a wholly-owned subsidiary of SUPREME REALTY INVESTMENT TRUST, INC. (fka CORONATION ACQUISITION CORP.) in a stock-for-stock exchange and reorganization plan. In the transaction 19,342,000 (100%) of the issued and outstanding shares of common stock of SUPREME PROPERTY, INC. will be exchanged for approximately 27,000,000 shares of common stock of SUPREME REALTY INVESTMENT TRUST, INC. at an exchange ratio of 1.3953:1. The former stockholders of SUPREME PROPERTY, INC. will control 90% of the share capital of SUPREME REALTY INVESTMENT TRUST, INC. (fka CORONATION ACQUISITION CORP.) on close of the transaction.

The members of the board of directors of SUPREME PROPERTY, INC. will serve as the members of the board of directors of SUPREME REALTY INVESTMENT TRUST, INC. (fka CORONATION ACQUISITION CORP.) on close of the transaction.

The board of directors of both companies are proposing the Exchange and Reorganization Plan in order to provide: (i) a greater opportunity for growth through the issuance of additional equity; (ii) opportunities to increase earnings and cash distribution through asset growth and economies of scale; and (iii) a reduction in investment risk through greater diversification of assets.


 

SCHEDULE 1  - PUBLICCO SEC DOCUMENTS

January 1, 2002  - March 31, 2003

Form

Description

Filing Date

File Number

10KSB Annual Report for period ended December 31, 2003. 2003-03-31

000-49770

10QSB Quarterly report for period ended September 30, 2002. 2002-11-14

000-49770

10QSB Quarterly report for period ended June 30, 2002. 2002-08-26

000-49770

10SB12G/A [Amend] 10SB Registration Statement [Section 12(g)] 2002-06-26

000-49770

10SB12G 10SB Registration Statement [Section 12(g)] 2002-04-30

000-49770



 

SCHEDULE 2  - PUBLICCO LIABILITIES AND OBLIGATIONS

 

Notes Payable. Includes $4,700 balance due for expenses advanced by Harry Miller, President of Coronation Acquisition Corp.


SCHEDULE 3  - PUBLICCO SHAREHOLDERS

Harry Miller

5,000,000

   
   

TOTAL

5,000,000



 



SCHEDULE 4  - SUPREME LIABILITIES AND OBLIGATIONS

Accounts Payable. Includes $5,064 balances due for office supplies, equipment rentals, other miscellaneous expenses, etc.

Notes Payable. Includes $15,600 balance due on Supreme Property, Inc.'s purchase of substantially all of the assets from its predecessor company, Supreme Property Management & Sales, Inc., and a $25,000 note due to Thomas Elliott, President of Supreme Property, Inc.

Mortgages Payable. Includes $1,255,000 due on four(4) parcels of property that are being purchase by Installment Agreement for Warranty Deed, over a term of thirty(30) years. The notes bear interest at the rate of 7% per annum. Principal and interest are payable in monthly installments of $8,349.55, with balloon payments of the outstanding principal on maturity dates in June, July, and August, of 2004.

Lease Obligations. In April, 2000 the Company began leasing office space at an annual rental rate based on the amount of square footage the Company occupies. The annual rent is as follows:

2000

$    4,950

2001

6,900

2002

7,200

2003

7,500

2004

1,950

TOTAL

   $   28,500

   

The lease expires in April, 2004, with a five year renewal option.

The Company is currently in negotiations with another office building leasing representative for 5,000 square feet of space in Tinley Park, Illinois. It is estimated that the annual rental rate will be priced between $14 - $18 per foot plus an allocation of common area expenses. To date, no lease agreement has been reached.

Employment Obligations. The Company has entered into automatically renewing, one-year employment agreements with its V.P. of Finance, V.P. of Property Management, and V.P. of Acquisitions. In the event of termination other than for cause, the contracted employee will receive a lump sum benefit equal to the average compensation in the three most highly compensated years. Upon termination, all options and rights to acquire common shares vest on the effective date of termination.

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