Form S-4/A Home System Group

[Amend] Registration of securities issued in business combination transactions

What is Form S-4/A?
  • Accession No.: 0001221508-03-000051 Act: 33 File No.: 333-105588 Film No.: 03890541
  • CIK: 0001172319
  • Submitted: 2003-09-10

AGREEMENT OF PLAN OF EXHANGE AND REORGANIZATION 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.


ARTICLES OF INCORPORATION OF CORONATION HTML

exhibit3_1.htm


EXHIBIT 3.1

ARTICLES OF INCORPORATION

OF

CORONATION ACQUISITION CORP.

ARTICLE I      NAME

The name of this corporation is Coronation Acquisition Corp.

ARTICLE III      DESIGNATED RESIDENT AGENT

The resident agent of the corporation where process may be served is:

Name  Address
Nevada Agency and Trust Company

50 West Liberty Street, Suite 880
Reno, Nevada 89501

ARTICLE III      PURPOSES

The purpose, object and nature of the business for which this corporation is organized are:

  1. to engage in any lawful activity; and

  2. to carry on such business as may be necessary, convenient, or desirable to accomplish the above purposes, and to do all other things incidental thereto which are not forbidden by law or by these Articles of Incorporation.

ARTICLE IV      DURATION

The corporation will have perpetual existence.

ARTICLE V      POWERS

The powers of the corporation will be those powers granted by 78.060 and 78.070 of the Nevada Revised Statutes under which this corporation is formed. In addition, the corporation will have the following specific powers:

  1. To elect or appoint officers and agents of the corporation and fix their compensation;

  2. To act as an agent for any individual, association, partnership, corporation, or other legal entity;
  3. To receive, acquire, hold, exercise rights arising out of the ownership or possession thereof, sell, or otherwise dispose of, shares or other interests in, or obligations of, individuals, associations, partnerships, corporations, or governments;

  4. To receive, acquire, hold, pledge, transfer, or otherwise dispose of shares purchased, directly or indirectly, out of earned surplus;

  5. To make gifts or contributions for the public welfare or for charitable, scientific or educational purposes.

ARTICLE VI AUTHORIZED CAPITAL STOCK

The total authorized capital stock of the corporation is 100,000,000 shares of common stock with a par value of $0.001. All stock when issued will be deemed fully paid and non-assessable. No cumulative voting, on any matter to which stockholders will be entitled to vote, will be allowed for any purpose.

The authorized stock of this corporation may be issued at such time, upon such terms and conditions and for such consideration as the Board of Directors will, from time to time, determine. Stockholders will not have pre-emptive rights to acquire unissued shares of the stock of this corporation.

ARTICLE VII      DIRECTORS

Section 1. Size of Board. Members of the governing board of this corporation shall be styled Directors. The number of directors of this corporation may consist of from one (1) to nine (9) directors, as determined, from time to time, by the then existing Board of Directors. Their qualifications, terms of office, manner of election, time and place of meeting, and powers and duties will be such as are prescribed by statute and in the bylaws of the corporation. The name and post office address of the directors constituting the first board of directors, which will be one (1) in number are:

Name  Address
Harry Miller P.O. Box 741
Bellevue, Washington 98009

Section 2. Powers of Board. In furtherance and not in limitation of the powers conferred by the laws of the State of Nevada, the Board of Directors is expressly authorized and empowered:

  1. To make, alter, amend and repeal the bylaws subject to the power of the shareholders to alter or repeal the bylaws made by the Board of Directors;
  2. Subject to the applicable provisions of the bylaws then in effect, to determine, from time to time, whether and to what extent, and at what times and places, and under what conditions and regulations, the account and books of the corporation, or any of them, will be open to shareholder inspection. No shareholder will have any right to inspect any of the accounts, books or documents of the corporation, except as permitted by law, unless and until authorized to do so by resolution of the Board of Directors or of the shareholders of the corporation;

  3. To issue stock of the corporation for consideration of any tangible or intangible property or benefit to the corporation including, but not limited to, cash, promissory notes, services performed, or for any other assets of value in accordance with the action of the Board of Directors without vote or consent of the shareholders and the judgement of the Board of Directors as to value received and in return therefore will be conclusive and said stock when issued will be fully paid and non-assessable;

  4. To authorize and issue, without shareholder consent, obligations of the corporation, secured and unsecured, under such terms and conditions as the Board, in its sole discretion, may determine, and to pledge or mortgage, as security therefore, any real or personal property of the corporation, including after acquired property;

  5. To determine whether any and if so what part of the earned surplus of the corporation will be paid in dividends to the shareholders, and to direct and determine other use and disposition of such earned surplus;

  6. To fix, from time to time, the amount of the profits of the corporation to be reserved as working capital or for any other lawful purpose;

  7. To establish bonus, profit-sharing, stock option or other types of incentive compensation plans for the employees, including officers and directors, of the corporation and to fix the amount of profits to be shared and distributed, and to determine the persons to participate in any such plans and the amount of their respective participations;

  8. To designate, by resolution or resolutions passed by a majority of the whole Board, one or more committees, each consisting of two or more directors, which to the extent permitted by law and authorized by the resolution of the bylaws will have and may exercise the powers of the Board;

  9. To provide for the reasonable compensation of its own members by bylaws, and to fix the terms and conditions upon which such compensation will be paid;

  10. In addition to the powers and authority herein before, or by statute, expressly conferred upon it, the Board of Directors may exercise all such powers and do all such acts and things as may be exercised or done by the corporation, subject, nevertheless, to the provisions of the laws of the State of Nevada, of these Articles of Incorporation, and of the bylaws of the corporation.

Section 3. Interested Directors. No contract or transaction between this corporation and any of its directors, or between this corporation and any other corporation, firm, association, or other legal entity will be invalidated by reason of the fact that the director of the corporation has a direct or indirect interest, pecuniary or otherwise, in such corporation, firm or association, or legal entity, or because the interested director was present at the meeting of the Board of Directors which acted upon or in reference to such contract or transaction, or because he participated in such action, provided that (1) the interest of each such director will have been disclosed to or known by the Board and a disinterested majority of the Board will have nonetheless ratified and approved such contract or transaction (such interested director or directors may be counted in determining whether a quorum is present for the meeting at which such ratification or approval is given); or (2) the conditions of N.R.S. 78.140 are met.

ARTICLE VIII      LIMITATION OF LIABILITY OF OFFICERS OR DIRECTORS

The personal liability of a director or officer of the corporation to the corporation or the shareholders for damages for breach of fiduciary duty as a director or officer will be limited to acts or omissions which involve intentional misconduct, fraud or a knowing violation of law.

ARTICLE IX      INDEMNIFICATION

Each director and each officer of the corporation may be indemnified by the corporation as follows:

  1. The corporation may indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action or suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), by reason of the fact that he is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee, or agent of the corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney= s fees), judgements, fines and amounts paid in settlement, actually and reasonably incurred by him in connection with the action, suit or proceeding, if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding, by judgement, order, settlement, conviction or upon plea of nolo contendere or its equivalent does not itself create a presumption that the person did not act in good faith and in a manner in which he reasonably believed to be in or not opposed to the best interests of the corporation, and that, with respect to any criminal action or proceeding, he had reasonable cause to believe that his conduct was lawful.

  2. The corporation may indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action or suit by or in the right of the corporation, to procure a judgement in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of the corporation, partnership, joint venture, trust or other enterprise, against expenses including amounts paid in settlement and attorney= s fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit, if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interest of the corporation. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals there from, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

  3. To the extent that a director, officer or employee or agent of the corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of this Article, or in defense of any claim, issue or matter therein, he must be indemnified by the corporation against expenses, including attorney= s fees, actually and reasonable incurred by him in connection with the defense.

  4. Any indemnification under subsection (a) and (b) unless ordered by a court or advanced pursuant to subsection (e), must be made by the corporation only as authorized in the specific case upon determination that indemnification of the director, officer, employee or agent is proper in the circumstances. The determination must be made:

    By the stockholders;

    1. By the Board of Directors by majority vote of a quorum consisting of directors who were not parties to the act, suit or proceeding;
    2. If a majority vote of a quorum consisting of directors who were not parties to the act, suit or proceeding so orders, by independent legal counsel in a written opinion; or
    3. If a quorum consisting of directors who were not parties to the act, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion.
       

  5. Expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding must be paid by the corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by the corporation. The provisions of this subsection do not affect any rights to advancement of expenses to which corporate personnel other than directors or officers may be entitled under any contract or otherwise by law.

  6. The indemnification and advancement of expenses authorized in or ordered by a court pursuant to this section:

    1. Does not exclude any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the certificate or Articles of Incorporation or any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, for either an action in his official capacity or an action in another capacity while holding his office, except that indemnification, unless ordered by a court pursuant to subsection (b) or for the advancement of expenses made pursuant to subsection (e) may not be made to or on behalf of any director or officer if a final adjudication established that his acts or omissions involved intentional misconduct, fraud or a knowing violation of the law and was material to the cause of action.

    2. Continues for a person who has ceased to be a director, officer, employee or agent and inures to the benefit of the heirs, executors and administrators of such a person.

ARTICLE X      PLACE OF MEETING; CORPORATE RECORD BOOKS

Subject to the laws of the State of Nevada, the shareholders and the directors will have the power to hold their meeting, and the directors will have the power to have an office or offices and to maintain the books of the corporation outside the State of Nevada, at such place or places as may from time to time be designated in the bylaws or by appropriate resolution.

ARTICLE XI      AMENDMENT OF ARTICLES

The provision of these articles of incorporation may be amended, altered or repealed from time to time to the extent and manner prescribed by the laws of the State of Nevada, and additional provisions authorized by such laws as are then in force may be added. All rights herein conferred on the directors, officers and shareholders are granted subject to reservation.

ARTICLE XII      INCORPORATORS

The names and post office addresses of the incorporators of this corporation are:

Name  Address
Harry Miller P.O. Box 741
Bellevue, Washington 98009

ARTICLE XIII      ELECTION REGARDING NRS 78.378-78.3793 AND 78.411-78.444

This corporation will NOT be governed by nor will the provisions of NRS 78.378 through and including 78.3793 and NRS 78.411 through and including 78.444 in any way whatsoever affect the management, operation or be applied to this corporation.

 

                                                                                                   /s/ Harry Miller

                                                                                         _______________________________
                                                                                                       Harry Miller, Incorporator

 

On February 5, 2000, personally appeared before me, a Notary Public, Harry Miller, who acknowledged that he executed the above instrument.

                                                                                                              /s/ Alixe B. Cormick

                                                                                                   _______________________________
                                                                                                                  Alixe B. Cormick
                                                                                                             Notary Public in and for the
                                                                                                             Province of British Columbia



ARTICLES OF AMENDMENT OF CORONATION HTML

exhibit3_2.htm


EXHIBIT 3.2

FILED # C3489-2000
    MAR 02 2000
                IN THE OFFICE OF

                Dean Heller
    DEAN HELLER SECRETARY OF STATE

CERTIFICATE OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF

CORONATION ACQUISITION CORP.

 

 

Pursuant to the provisions of section 78.209, Nevada Revised Statutes, the undersigned President and Secretary of Coronation Acquisition Corp. (the A Corporation@ ), does hereby certify the Board of Directors of the Corporation adopted a resolution to amend the original articles as follows:

Article VI which presently reads:

The total authorized capital stock of the Corporation is 100,000,000 shares of Common Stock, with a par value of $0.001. All stock when issued shall be deemed fully paid and non-assessable. No cumulative voting, on any matter which stockholders will be entitled to vote, will be allowed for any purpose.

The authorized stock of this corporation may be issued at such time, upon such terms and conditions and for such consideration as the Board of Directors shall, from time to time, determine. Shareholders will not have pre-emptive rights to acquire unissued shares of the stock of this corporation.

Is hereby amended to read as follows:

The total authorized capital stock of the Corporation is 100,000,000 shares of Common Stock, with a par value of $0.00001. All stock when issued shall be deemed fully paid and non-assessable. No cumulative voting, on any matter which stockholders will be entitled to vote, will be allowed for any purpose.

The authorized stock of this corporation may be issued at such time, upon such terms and conditions and for such consideration as the Board of Directors shall, from time to time, determine. Shareholders will not have pre-emptive rights to acquire unissued shares of the stock of this corporation.

The effect of the amendment on the currently issued and outstanding share capital is:

This amendment to the articles of incorporation does not change or adversely affect the rights or preferences of the holders of outstanding shares of any class or series.

General

This amendment was adopted unanimously by the Board of Directors without shareholder action, and shareholder approval is not required for this amendment.

The effective date of this amendment is immediately on filing with the Secretary of State.

/s/ Harry Miller

______________________________
Harry Miller, Sole Director & Officer

 

On the 14th Day of February, 2000, Harry Miller personally appeared before me, a Notary Public in and for the State of Washington, and acknowledged that he executed the above instrument.

                                                                                  /s/ Alixe B. Cormick

                                                                          ______________________________
                                                                              Notary Public in and for the
                                                                              Province of British Columbia


BYLAWS OF CORONATION HTML

exhibit3_3.htm


BYLAWS

OF

CORONATION ACQUISITION CORP.

(A NEVADA CORPORATION)

INDEX

                                                                                                                                      PAGE NUMBER

ARTICLE ONE: OFFICES                                                                                     

Section 1. Principal Office                                                                
Section 2. Other Offices                                                                    

ARTICLE TWO: MEETINGS OF SHAREHOLDERS                                                   

Section 1. Place                                                                                 
Section 2. Time of Annual Meeting                                                       
Section 3. Call of Special Meetings                                                      
Section 4. Conduct of Meetings                                                           
Section 5. Notice and Waiver of Notice                                                 
Section 6. Business and Nominations for Annual and Special Meetings  
Section 7. Quorum
Section 8. Voting Rights Per Share
Section 9. Voting of Shares
Section 10. Proxies
Section 11. Shareholder List
Section 12. Action Without Meeting
Section 13. Fixing Record Date
Section 14. Inspectors and Judges
Section 15. Voting for Directors

ARTICLE THREE: DIRECTORS

Section 1. Number; Term; Election; Qualification
Section 2. Resignation; Vacancies; Removal
Section 3. Powers
Section 4. Place of Meetings
Section 5. Annual Meetings
Section 6. Regular Meetings
Section 7. Special Meetings and Notice
Section 8. Quorum and Required Vote
Section 9. Action Without Meeting
Section 10. Conference Telephone or Similar Communications Equipment Meetings
Section 11. Committees
Section 12. Compensation of Directors

ARTICLE FOUR: OFFICERS

Section 1. Positions
Section 2. Election of Specified Officers by Board
Section 3. Election or Appointment of Other Officers
Section 4. Compensation
Section 5. Term; Resignation; Removal; Vacancies
Section 6. Chairman of the Board
Section 7. Chief Executive Officer
Section 8. President
Section 9. Vice Presidents
Section 10. Secretary
Section 11. Chief Financial Officer
Section 12. Treasurer
Section 13. Other Officers; Employees and Agents

ARTICLE FIVE: CERTIFICATES FOR SHARES

Section 1. Issue of Certificates
Section 2. Legends for Preferences and Restrictions on Transfer
Section 3. Facsimile Signatures
Section 4. Lost Certificates
Section 5. Transfer of Shares
Section 6. Registered Shareholders

ARTICLE SIX: GENERAL PROVISIONS

Section 1. Dividends
Section 2. Reserves
Section 3. Checks
Section 4. Fiscal Year
Section 5. Seal
Section 6. Gender

ARTICLE SEVEN: AMENDMENT OF BYLAWS


BYLAWS

OF

CORONATION ACQUISITION CORP.

ARTICLE ONE

OFFICES

Section 1. Principal Office. The principal office of Coronation Acquisition Corp., a Nevada corporation (the "Corporation"), shall be located at such place determined by the Board of Directors of the Corporation (the "Board of Directors") in accordance with applicable law.

Section 2. Other Offices. The Corporation may also have offices at such other places, either within or without the State of Nevada, as the Board of Directors may from time to time determine or as the business of the Corporation may require.

 

ARTICLE TWO

MEETINGS OF SHAREHOLDERS

Section 1. Place. All annual meetings of shareholders shall be held at such place, within or without the State of Nevada, as may be designated by the Board of Directors and stated in the notice of the meeting or in a duly executed waiver of notice thereof. Special meetings of shareholders may be held at such place, within or without the State of Nevada, and at such time as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Time of Annual Meeting. Annual meetings of shareholders shall be held on such date and at such time fixed, from time to time, by the Board of Directors, provided, that there shall be an annual meeting held every calendar year at which the shareholders shall elect a board of directors and transact such other business as may properly be brought before the meeting.

Section 3. Call of Special Meetings. Special meetings of the shareholders shall be held if called in accordance with the procedures set forth in the Corporation's Articles of Incorporation (the "Articles of Incorporation") or the Nevada Corporations Code for the call of a special meeting of shareholders.

Section 4. Conduct of Meetings. The Chairman of the Board of Directors (or in his absence, the President, or in his absence, such other designee of the Chairman of the Board of Directors) shall preside at the annual and special meetings of shareholders and shall be given full discretion in establishing the rules and procedures to be followed in conducting the meetings, except as otherwise provided by law or in these Bylaws.

Section 5. Notice and Waiver of Notice. Except as otherwise provided by law, written or printed notice stating the place, date and time of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting, either personally or by first-class mail or other legally sufficient means, by or at the direction of the Chairman of the Board, President, or the persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If the notice is mailed at least thirty (30) days before the date of the meeting, it may be done by a class of United States mail other than first class. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the shareholder at the address appearing on the stock transfer books of the Corporation, with postage thereon prepaid. If a meeting is adjourned to another time and/or place, and if an announcement of the adjourned time and/or place is made at the meeting, it shall not be necessary to give notice of the adjourned meeting unless the Board of Directors, after adjournment, fixes a new record date for the adjourned meeting. Whenever any notice is required to be given to any shareholder, a waiver thereof in writing signed by the person or persons entitled to such notice, whether signed before, during or after the time of the meeting stated therein, and delivered to the Corporation for inclusion in the minutes or filing with the corporate records, shall constitute an effective waiver of such notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the shareholders need be specified in any written waiver of notice. Attendance of a person at a meeting shall constitute a waiver of (a) lack of or defective notice of such meeting, unless the person objects at the beginning to the holding of the meeting or the transacting of any business at the meeting, or (b) lack of or defective notice of a particular matter at a meeting that is not within the purpose or purposes described in the meeting notice, unless the person objects to considering such matter when it is presented.

Section 6. Business and Nominations for Annual and Special Meetings. Business transacted at any special meeting shall be confined to the purposes stated in the notice thereof. At any annual meeting of shareholders, only such business shall be conducted as shall have been properly brought before the meeting in accordance with the requirements and procedures set forth in the Bylaws. Only such persons who are nominated for election as directors of the Corporation in accordance with the requirements and procedures set forth in the Bylaws shall be eligible for election as directors of the Corporation.

Section 7. Quorum. Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Except as otherwise provided in the Articles of Incorporation or applicable law, shares representing a majority of the votes pertaining to outstanding shares which are entitled to be cast on the matter by the voting group constitute a quorum of that voting group for action on that matter. If less than a quorum of shares are represented at a meeting, the holders of a majority of the shares so represented may adjourn the meeting from time to time. After a quorum has been established at any shareholders' meeting, the subsequent withdrawal of shareholders, so as to reduce the number of shares entitled to vote at the meeting below the number required for a quorum, shall not affect the validity of any action taken at the meeting or any adjournment thereof. Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting.

Section 8. Voting Rights Per Share. Each outstanding share, regardless of class, shall be entitled to vote on each matter submitted to a vote at a meeting of shareholders, except to the extent that the voting rights of the shares of any class are limited or denied by or pursuant to the Articles of Incorporation or the Nevada Corporations Code.

Section 9. Voting of Shares. A shareholder may vote at any meeting of shareholders of the Corporation, either in person or by proxy. Shares standing in the name of another corporation, domestic or foreign, may be voted by the officer, agent or proxy designated by the bylaws of such corporate shareholder or, in the absence of any applicable bylaw, by such person or persons as the board of directors of the corporate shareholder may designate. In the absence of any such designation, or, in case of conflicting designation by the corporate shareholder, the chairman of the board, the president, any vice president, the secretary and the treasurer of the corporate shareholder, in that order, shall be presumed to be fully authorized to vote such shares. Shares held by an administrator, executor, guardian, personal representative, or conservator may be voted by such person, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by such person, either in person or by proxy, but no trustee shall be entitled to vote shares held by such person without a transfer of such shares into his name or the name of his nominee. Shares held by or under the control of a receiver, a trustee in bankruptcy proceedings, or an assignee for the benefit of creditors may be voted by such person without the transfer thereof into his name. If shares stand of record in the names of two or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, tenants by the entirety or otherwise, or if two or more persons have the same fiduciary relationship respecting the same shares, unless the Secretary of the Corporation is given notice to the contrary and is furnished with a copy of the instrument or order appointing them or creating the relationship wherein it is so provided, then acts with respect to voting shall have the following effect: (a) if only one votes, in person or by proxy, his act binds all; (b) if more than one vote, in person or by proxy, the act of the majority so voting binds all; (c) if more than one vote, in person or by proxy, but the vote is evenly split on any particular matter, each faction is entitled to vote the share or shares in question proportionally; or (d) if the instrument or order so filed shows that any such tenancy is held in unequal interest, a majority or a vote evenly split for purposes hereof shall be a majority or a vote evenly split in interest. The principles of this paragraph shall apply, insofar as possible, to execution of proxies, waivers, consents, or objections and for the purpose of ascertaining the presence of a quorum.

Section 10. Proxies. Any shareholder of the Corporation, other person entitled to vote on behalf of a shareholder pursuant to law, or attorney-in-fact for such persons may vote the shareholder's shares in person or by proxy. Any shareholder of the Corporation may appoint a proxy to vote or otherwise act for such person by signing an appointment form, either personally or by his attorney-in-fact. An executed telegram or cablegram appearing to have been transmitted by such person, or a photographic, photostatic, or equivalent reproduction of an appointment form, shall be deemed a sufficient appointment form. An appointment of a proxy is effective when received by the Secretary of the Corporation (the "Secretary") or such other officer or agent which is authorized to tabulate votes, and shall be valid for up to 11 months, unless a longer period is expressly provided in the appointment form. The death or incapacity of the shareholder appointing a proxy does not affect the right of the Corporation to accept the proxy's authority unless notice of the death or incapacity is received by the Secretary or other officer or agent authorized to tabulate votes before the proxy authority under the appointment is exercised. An appointment of a proxy is revocable by the shareholder unless the appointment form conspicuously states that it is irrevocable and the appointment is coupled with an interest.

Section 11. Shareholder List. After fixing a record date for a meeting of shareholders, the Corporation shall prepare an alphabetical list of the names of all its shareholders who are entitled to notice of the meeting, arranged by voting group with the address of, and the number and class and series, if any, of shares held by each. The shareholders' list must be available for inspection by any shareholder for a period of ten (10) days prior to the meeting or such shorter time as exists between the record date and the meeting and continuing through the meeting at the Corporation's principal office, at a place identified in the meeting notice in the city where the meeting will be held, or at the office of the Corporation's transfer agent or registrar. Any shareholder of the Corporation or such person's agent or attorney is entitled on written demand to inspect the shareholders' list (subject to the requirements of law), during regular business hours and at his expense, during the period it is available for inspection. The Corporation shall make the shareholders' list available at the meeting of shareholders, and any shareholder or agent or attorney of such shareholder is entitled to inspect the list at any time during the meeting or any adjournment. The shareholders' list is prima facie evidence of the identity of shareholders entitled to examine the shareholders' list or to vote at a meeting of shareholders.

Section 12. Action Without Meeting. Any action required or permitted by law to be taken at a meeting of shareholders may be taken without a meeting or notice if a consent, or consents, in writing, setting forth the action so taken, shall be dated and signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all voting groups and shares entitled to vote thereon were present and voted with respect to the subject matter thereof.

Section 13. Fixing Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purposes, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than seventy (70) days, and, in case of a meeting of shareholders, not less than ten (10) days, before the meeting or action requiring such determination of shareholders. If no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders or the determination of shareholders entitled to receive payment of a dividend, the date before the day on which the first notice of the meeting is mailed or the date on which the resolutions of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this Section, such determination shall apply to any adjournment thereof, except where the Board of Directors fixes a new record date for the adjourned meeting.

Section 14. Inspectors and Judges. The Board of Directors in advance of any meeting may, but need not, appoint one or more inspectors of election or judges of the vote, as the case may be, to act at the meeting or any adjournment thereof. If any inspector or inspectors, or judge or judges, are not appointed, the person presiding at the meeting may, but need not, appoint one or more inspectors or judges. In case any person who may be appointed as an inspector or judge fails to appear or act, the vacancy may be filled by the Board of Directors in advance of the meeting, or at the meeting by the person presiding thereat. The inspectors or judges, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots and consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate votes, ballots and consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all shareholders. On request of the person presiding at the meeting, the inspector or inspectors or judge or judges, if any, shall make a report in writing of any challenge, question or matter determined by him or them, and execute a certificate of any fact found by him or them.

Section 15. Voting for Directors. Unless otherwise provided in the Articles of Incorporation, directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

 

ARTICLE THREE

DIRECTORS

Section 1. Number; Term; Election; Qualification. The number of directors of the Corporation shall be fixed from time to time, within the limits specified by the Articles of Incorporation, by resolution of the Board of Directors. Directors shall be elected in the manner and hold office for the term as prescribed in the Articles of Incorporation. Directors must be natural persons who are 18 years of age or older but need not be residents of the State of Nevada, shareholders of the Corporation or citizens of the United States.

Section 2. Resignation; Vacancies; Removal. A director may resign at any time by giving written notice to the Board of Directors or the Chairman of the Board. Such resignation shall take effect at the date of receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. In the event the notice of resignation specifies a later effective date, the Board of Directors may fill the pending vacancy (subject to the provisions of the Articles of Incorporation) before the effective date if they provide that the successor does not take office until the effective date. Director vacancies shall be filled, and directors may be removed, in the manner prescribed in the Corporation's Articles of Incorporation.

Section 3. Powers. The business and affairs of the Corporation shall be managed by the Board of Directors, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these Bylaws directed or required to be exercised and done by the shareholders.

Section 4. Place of Meetings. Meetings of the Board of Directors, regular or special, may be held either within or without the State of Nevada.

Section 5. Annual Meetings. Unless scheduled for another time by the Board of Directors, the first meeting of each newly elected Board of Directors shall be held, without call or notice, immediately following each annual meeting of shareholders.

Section 6. Regular Meetings. Regular meetings of the Board of Directors may also be held without notice at such time and at such place as shall from time to time be determined by the Board of Directors.

Section 7. Special Meetings and Notice. Special meetings of the Board of Directors may be called by the President or Chairman of the Board and shall be called by the Secretary on the written request of any two directors. At least forty-eight (48) hours' prior written notice of the date, time and place of special meetings of the Board of Directors shall be given to each director. Except as required by law, neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting. Notices to directors shall be in writing and delivered to the directors at their addresses appearing on the books of the Corporation by personal delivery, mail or other legally sufficient means. Subject to the provisions of the preceding sentence, notice to directors may also be given by telegram, teletype or other form of electronic communication. Notice by mail shall be deemed to be given at the time when the same shall be received. Whenever any notice is required to be given to any director, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before, during or after the meeting, shall constitute an effective waiver of such notice. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting and a waiver of any and all objections to the place of the meeting, the time of the meeting and the manner in which it has been called or convened, except when a director states, at the beginning of the meeting or promptly upon arrival at the meeting, any objection to the transaction of business because the meeting is not lawfully called or convened.

Section 8. Quorum and Required Vote. A majority of the prescribed number of directors determined as provided in the Articles of Incorporation shall constitute a quorum for the transaction of business and the act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless a greater number is required by the Articles of Incorporation. Whenever, for any reason, a vacancy occurs in the Board of Directors, a quorum shall consist of a majority of the remaining directors until the vacancy has been filled. If a quorum shall not be present at any meeting of the Board of Directors, a majority of the directors present thereat may adjourn the meeting to another time and place, without notice other than announcement at the time of adjournment. At such adjourned meeting at which a quorum shall be present, any business may be transacted that might have been transacted at the meeting as originally notified and called.

Section 9. Action Without Meeting. Any action required or permitted to be taken at a meeting of the Board of Directors or committee thereof may be taken without a meeting if a consent in writing, setting forth the action taken, is signed by all of the members of the Board of Directors or the committee, as the case may be, and such consent shall have the same force and effect as a unanimous vote at a meeting. Action taken under this Section 9 is effective when the last director signs the consent, unless the consent specifies a different effective date. A consent signed under this Section 9 shall have the effect of a meeting vote and may be described as such in any document.

Section 10. Conference Telephone or Similar Communications Equipment Meetings. Directors and committee members may participate in and hold a meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in such a meeting shall constitute presence in person at the meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground the meeting is not lawfully called or convened.

Section 11. Committees. The Board of Directors, by resolution adopted by a majority of the whole Board of Directors, may designate from among its members an executive committee and one or more other committees, each of which, to the extent provided in such resolution, shall have and may exercise all of the authority of the Board of Directors in the business and affairs of the Corporation except where the action of the full Board of Directors is required by applicable law. Each committee must have two or more members who serve at the pleasure of the Board of Directors. The Board of Directors, by resolution adopted in accordance with this Article Three, may designate one or more directors as alternate members of any committee, who may act in the place and stead of any absent member or members at any meeting of such committee. Vacancies in the membership of a committee may be filled only by the Board of Directors at a regular or special meeting of the Board of Directors. The executive committee shall keep regular minutes of its proceedings and report the same to the Board of Directors when required. The designation of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed upon it or such member by law.

Section 12. Compensation of Directors. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Similarly, members of special or standing committees may be allowed compensation for attendance at committee meetings or a stated salary as a committee member and payment of expenses for attending committee meetings. Directors may receive such other compensation as may be approved by the Board of Directors.

 

ARTICLE FOUR

OFFICERS

Section 1. Positions. The officers of the Corporation may consist of a Chairman of the Board, a Chief Executive Officer, a President, one or more Vice Presidents (any one or more of whom may be given the additional designation of rank of Executive Vice President or Senior Vice President), a Secretary, a Chief Financial Officer and a Treasurer. Any two or more offices may be held by the same person. Officers other than the Chairman of the Board need not be members of the Board of Directors. The Chairman of the Board must be a member of the Board of Directors.

Section 2. Election of Specified Officers by Board. The Board of Directors at its first meeting after each annual meeting of shareholders shall elect a Chairman of the Board, a Chief Executive Officer, a President, one or more Vice Presidents (including any Senior or Executive Vice Presidents), a Secretary, a Chief Financial Officer and a Treasurer.

Section 3. Election or Appointment of Other Officers. Such other officers and assistant officers and agents as may be deemed necessary may be elected or appointed by the Board of Directors, or, unless otherwise specified herein, appointed by the Chairman of the Board. The Board of Directors shall be advised of appointments by the Chairman of the Board at or before the next scheduled Board of Directors meeting.

Section 4. Compensation. The salaries, bonuses and other compensation of the Chairman of the Board and all officers of the Corporation to be elected by the Board of Directors pursuant to Section 2 of this Article Four shall be fixed from time to time by the Board of Directors or pursuant to its direction. The salaries of all other elected or appointed officers of the Corporation shall be fixed from time to time by the Chairman of the Board or pursuant to his direction.

Section 5. Term; Resignation; Removal; Vacancies. The officers of the Corporation shall hold office until their successors are chosen and qualified. Any officer or agent elected or appointed by the Board of Directors or the Chairman of the Board may be removed, with or without cause, by the Board of Directors, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Any officer or agent appointed by the Chairman of the Board pursuant to Section 3 of this Article Four may also be removed from such office or position by the Board of Directors or the Chairman of the Board, with or without cause. Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise shall be filled by the Board of Directors, or, in the case of an officer appointed by the Chairman of the Board, by the Chairman of the Board or the Board of Directors. Any officer of the Corporation may resign from his respective office or position by delivering notice to the Corporation, and such resignation shall be effective without acceptance. Such resignation shall be effective when delivered unless the notice specifies a later effective date. If a resignation is made effective at a later date and the Corporation accepts the future effective date, the Board of Directors may fill the pending vacancy before the effective date if the Board provides that the successor does not take office until such effective date.

Section 6. Chairman of the Board. The Chairman of the Board shall preside at all meetings of the shareholders and the Board of Directors. The Chairman of the Board shall also serve as the chairman of any executive committee.

Section 7. Chief Executive Officer. Subject to the control of the Board of Directors, the Chief Executive Officer, in conjunction with the President, shall have general and active management of the business of the Corporation, shall see that all orders and resolutions of the Board of Directors are carried into effect and shall have such powers and perform such duties as may be prescribed by the Board of Directors. In the absence of the Chairman of the Board or in the event the Board of Directors shall not have designated a Chairman of the Board, the Chief Executive Officer shall preside at meetings of the shareholders and the Board of Directors. The Chief Executive Officer shall also serve as the vice-chairman of any executive committee.

Section 8. President. Subject to the control of the Board of Directors, the President, in conjunction with the Chief Executive Officer, shall have general and active management of the business of the Corporation and shall have such powers and perform such duties as may be prescribed by the Board of Directors. In the absence of the Chairman of the Board and the Chief Executive Officer or in the event the Board of Directors shall not have designated a Chairman of the Board and a Chief Executive Officer shall not have been elected, the President shall preside at meetings of the shareholders and the Board of Directors. The President shall also serve as the vice-chairman of any executive committee.

Section 9. Vice Presidents. The Vice Presidents, in the order of their seniority, unless otherwise determined by the Board of Directors, shall, in the absence or disability of the President and the Chief Executive Officer, perform the duties and exercise the powers of the President. They shall perform such other duties and have such other powers as the Board of Directors, the Chairman of the Board or the Chief Executive Officer shall prescribe or as the President may from time to time delegate. Executive Vice Presidents shall be senior to Senior Vice Presidents, and Senior Vice Presidents shall be senior to all other Vice Presidents.

Section 10. Secretary. The Secretary shall attend all meetings of the shareholders and all meetings of the Board of Directors and record all the proceedings of the meetings of the shareholders and of the Board of Directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The Secretary shall give, or cause to be given, notice of all meetings of the shareholders and special meetings of the Board of Directors and shall keep in safe custody the seal of the Corporation and, when authorized by the Board of Directors, affix the same to any instrument requiring it. The Secretary shall perform such other duties as may be prescribed by the Board of Directors, the Chairman of the Board, the Chief Executive Officer or the President.

Section 11. Chief Financial Officer. The Chief Financial Officer shall be responsible for maintaining the financial integrity of the Corporation, shall prepare the financial plans for the Corporation and shall monitor the financial performance of the Corporation and its subsidiaries, as well as performing such other duties as may be prescribed by the Board of Directors, the Chairman of the Board, the Chief Executive Officer or the President.

Section 12. Treasurer. The Treasurer shall have the custody of corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the Chairman of the Board and the Board of Directors at its regular meetings or when the Board of Directors so requires an account of all his transactions as Treasurer and of the financial condition of the Corporation. The Treasurer shall perform such other duties as may be prescribed by the Board of Directors, the Chairman of the Board, the Chief Executive Officer or the President.

Section 13. Other Officers; Employees and Agents. Each and every other officer, employee and agent of the Corporation shall possess, and may exercise, such power and authority, and shall perform such duties, as may from time to time be assigned to such person by the Board of Directors, the officer so appointing such person or such officer or officers who may from time to time be designated by the Board of Directors to exercise such supervisory authority.

 

ARTICLE FIVE

CERTIFICATES FOR SHARES

Section 1. Issue of Certificates. The shares of the Corporation shall be represented by certificates, provided that the Board of Directors of the Corporation may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation. Notwithstanding the adoption of such a resolution by the Board of Directors, every holder of stock represented by certificates (and upon request every holder of uncertificated shares) shall be entitled to have a certificate signed by or in the name of the Corporation by the Chairman of the Board or a Vice Chairman of the Board, or the Chief Executive Officer, President or Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation, representing the number of shares registered in certificate form.

Section 2. Legends for Preferences and Restrictions on Transfer. The designations, relative rights, preferences and limitations applicable to each class of shares and the variations in rights, preferences and limitations determined for each series within a class (and the authority of the Board of Directors to determine variations for future series) shall be summarized on the front or back of each certificate. Alternatively, each certificate may state conspicuously on its front or back that the Corporation will furnish the shareholder a full statement of this information on request and without charge. Every certificate representing shares that are restricted as to the sale, disposition, or transfer of such shares shall also indicate that such shares are restricted as to transfer, and there shall be set forth or fairly summarized upon the certificate, or the certificate shall indicate that the Corporation will furnish to any shareholder upon request and without charge, a full statement of such restrictions. If the Corporation issues any shares that are not registered under the Securities Act of 1933, as amended, or not registered or qualified under the applicable state securities laws, the transfer of any such shares shall be restricted substantially in accordance with the following legend:

A THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER ANY APPLICABLE STATE LAW. THEY MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR PLEDGED WITHOUT (1) REGISTRATION UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE LAW, OR (2) AT HOLDER'S EXPENSE, AN OPINION (SATISFACTORY TO THE CORPORATION) OF COUNSEL (SATISFACTORY TO THE CORPORATION) THAT REGISTRATION IS NOT REQUIRED."

Section 3. Facsimile Signatures. Any and all signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

Section 4. Lost Certificates. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost or destroyed. When authorizing such issue of a new certificate or certificates, the Corporation may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost or destroyed.

Section 5. Transfer of Shares. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

Section 6. Registered Shareholders. The Corporation shall be entitled to recognize the exclusive rights of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Nevada.

 

ARTICLE SIX

GENERAL PROVISIONS

Section 1. Dividends. The Board of Directors may from time to time declare, and the Corporation may pay, dividends on its outstanding shares in cash, property, stock (including its own shares) or otherwise pursuant to law and subject to the provisions of the Articles of Incorporation.

Section 2. Reserves. The Board of Directors may by resolution create a reserve or reserves out of earned surplus for any proper purpose or purposes, and may abolish any such reserve in the same manner.

Section 3. Checks. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

Section 4. Fiscal Year. The fiscal year of the Corporation shall end on December 31 of each year, unless otherwise fixed by resolution of the Board of Directors.

Section 5. Seal. The Board of Directors may adopt a seal by resolution of the board. The corporate seal shall have inscribed thereon the name and state of incorporation of the Corporation. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.

Section 6. Gender. All words used in these Bylaws in the masculine gender shall extend to and shall include the feminine and neuter genders.

 

ARTICLE SEVEN

AMENDMENT OF BYLAWS

Except as otherwise set forth herein, these Bylaws may be altered, amended or repealed or new Bylaws may be adopted at any meeting of the Board of Directors at which a quorum is present, by the affirmative vote of a majority of the directors present at such meeting.

SECRETARY= S CERTIFICATE OF ADOPTION OF

THE BYLAWS OF CORONATION ACQUISITION CORP.

I hereby certify:

That the foregoing Bylaws, constitute the Bylaws of said corporation as duly adopted by the Board of Directors of the Corporation on February ____, 2000.

IN WITNESS WHEREOF, I have hereunder subscribed my name this _____ day of February, 2000.

/s/ Harry Miller

____________________________

Harry Miller, Sole Director

 


ARTICLES OF INCORPORATION OF SUPREME HTML

exhibit34.htm


EXHIBIT 3.4

Articles of Incorporation of Supreme Property, Inc.

Form BCA-2.10

ARTICLES OF INCORPORATION

 

     (Rev. Jan. 1999)
Jesse White
Secretary of State
Department of Business Services
Springfield, IL 62756
Telephone (217) 782-6961
http://www.sos.state.il.us

This space for use by Secretary of State

Filed 2/15/2002

Jesse White Secretary of State


 

      62047488                          [image bar code]
                                            
        CP0687789

SUBMIT IN DUPLICATE

This space for use by
Secretary of State

Date  Filed 2/15/2002

Franchise Tax $   25.00
Filing Fee       $   75.00

Approved: BE  $ 100.00

Payment must be made by certified check, cashier's check, Illinois attorney's check, Illinois C.P.A.'s check or money order, payable to "Secretary of State."


                                                                                        BE
1. CORPORATE NAME:    SUPREME PROPERTY, INC.                                                                              

                                                                                                                                                                  
 (The corporate name must contain the word "corporation", "incorporated", "limited" or an abbreviation thereof)
 

2. Initial Registered Agent:  THOMAS                                       C                                       ELLIOTT               
                                       First Name                            Middle Initial                                   Last name

Initial Registered Office:          431   E  75TH  STREET                                                                                   
                                        Number                                  Street                                               Suite #

                                        CHICAGO              IL             COOK                                                60619           
                                       City                                         County                                             Zip Code


3. Purpose or purposes for which the corporation is organized:
    (If not sufficient space to cover this point, add one or more sheets of this size.)

THE TRANSACTION OF ANY LAWFUL BUSINESS FOR WHICH CORPORATIONS MAY BE
INCORPORATED UNDER THE ILLINOIS CORPORATION ACT OF 1983.
                                                    BUSINESS
 


4. Paragraph 1: Authorized Shares, Issued Shares and Consideration Received:

 

Class Par Value
per Share
Number of Shares
      Authorized
Number of Shares
Proposed to be Issued
Consideration to be Received Therefor





Common $        0.01      1,000,000 100,000

  $          1,000






         





         





         





 

TOTAL =

  $         1,000

Paragraph 2: The preferences, qualifications, limitations, restrictions and special or relative rights in respect of the shares
of each class are:
(If not sufficient space to cover this point, add one or more sheets of this size.)

(over)
 


 
5. OPTIONAL (a)    Number of directors constituting the initial board of directors of the corporation _____________.
  (b)    Names and addresses of the persons who are to serve as directors until the first annual meeting of
shareholders or until their successors are elected and qualify:
    Name Residential Address City, State, ZIP
   


         
   


         
   


         
   



6. OPTIONAL (a)    It is estimated that the value of all property to be owned by the
corporation for the following year wherever located will be:
    
$__________________
  (b)    It is estimated that the value of the property to be located within
the State of Illinois during the following year will be:
    
$__________________
  (c)    It is estimated that the gross amount of business that will be
transacted by the corporation during the following year will be:
 
$__________________
   (d)    It is estimated that the gross amount of business that will be
transacted from places of business in the State of Illinois during
the following year will be:
 

$__________________

7.  OPTIONAL     OTHER PROVISIONS
                          Attach a separate sheet of this size for any other provision to be included in the Articles of
                          Incorporation, e.g., authorizing preemptive rights, denying cumulative voting, regulating internal
                          affairs, voting majority requirements, fixing a duration other than perpetual, etc.


8.                                                   NAME(S) & ADDRESS(ES) OF INCORPORATOR(S)

 
Dated     January 16,           2002    
 
   
  (Month & Day)       (Year)    
 


Signature and Name

 


Address

       
  1. /S/   THOMAS ELLIOTT   1.   431 E 75TH ST
 
 
  Signature   Street
  THOMAS ELLIOTT   CHICAGO, IL 60619
 
 
  (Type or Print Name)   City/Town                    State                     ZIP Code
       
  2.     2.  
 
 
  Signature   Street
       
 
 
  (Type or Print Name)   City/Town                    State                     ZIP Code
       
  3.     3.  
 
 
  Signature   Street
       
 
 
  (Type or Print Name)   City/Town                    State                     ZIP Code
 
(Signatures must be in BLACK INK on original document. Carbon copy, photocopy or rubber stamp signatures may only be
used on conformed copies.)
NOTE: If a corporation acts as incorporator, the name of the corporation and the state of incorporation shall be shown and the
execution shall be by its president or vice president and verified by him, and attested by its secretary or assistant secretary.

FEE SCHEDULE

  • The initial franchise tax is assessed at the rate of 15/100 of 1 percent ($1.50 per $1,000) on the paid-in capital
       represented in this state, with a minimum of $25.
  • The filing fee is $75.
  • The minimum total due (franchise tax + filing fee) is $100.
  • (Applies when the Consideration to be Received as set forth in Item 4 does not exceed $16,667)
  • The Department of Business Services in Springfield will provide assistance in calculating the total fees if necessary.
    Illinois Secretary of State Springfield, IL 62756
    Department of Business Services Telephone (217) 782-9522 or 782-9523                                                          C-162.20

ARTICLES OF AMENDMENT OF SUPREME HTML

exhibit3_5.htm


EXHIBIT 3.5

Articles of Amendment of Supreme Property, Inc.

 

Form BCA-10.30

ARTICLES OF AMENDMENT


File # 6204-748-8

     (Rev. Jan. 1999)
Jesse White
Secretary of State
Department of Business Services
Springfield, IL 62756
Telephone (217) 782-6961
http://www.sos.state.il.us

FILED

APR 18 2002

JESSE WHITE
SECRETARY OF STATE

SUBMIT IN DUPLICATE

This space for use by
Secretary of State

Date  04-18-02

Franchise Tax $ 
Filing Fee       $   25.00
Penalty          $
Approved: z

Payment must be made by certified check, cashier's check, Illinois attorney's check, Illinois C.P.A.'s check or money order, payable to "Secretary of State."


                                                                                      
1. CORPORATE NAME:    SUPREME PROPERTY, INC.                                                                              
                                                                                                                                                (Note 1)

2. MANNER OF ADOPTION OF AMENDMENT
    The following amendment of the Articles of Incorporation was adopted on    April 1                                ,
 2002  
 in the manner indicated below. ("X" one box only)                        (Month & Day)
(Year)
  By a majority of the incorporators, provided no directors were named in the articles of incorporation and no directors
have been elected;
   

(Note 2)

  By a majority of the board of directors, in accordance with Section 10.10, the corporation having issued no shares
as of the time of adoption of this amendment;
   

(Note 2)

  By a majority of the board of directors, in accordance with Section 10.15, shares having been issued but shareholder
action not being required for the adoption of the amendment;
     
  By the shareholders, in accordance with Section 10.20, a resolution of the board of directors having been duly
adopted and submitted to the shareholders. At a meeting of shareholders, not less than the minimum number of
votes required by statute and by the articles of incorporation were voted in favor of the amendment;
     
  By the shareholders, in accordance with Sections 10.20 and 7.10, a resolution of the board of directors having been
duly adopted and submitted to the shareholders. A consent in writing has been signed by shareholders having not
less than the minimum number of votes required by statute and by the articles of incorporation. Shareholders who
have not consented in writing have been given notice in accordance with Section 7.10;
  By the shareholders, in accordance with Sections 10.20 and 7.10, a resolution of the board of directors having been
duly adopted and submitted to the shareholders. A consent in writing has been signed by all the shareholders
entitled to vote on this amendment.
     

3. TEXT OF AMENDMENT:

  a. When amendment effects a name change, insert the new corporate name below. Use Page 2 for all other
amendments.

Article I: The name of the corporation is:
   
__________________________________________________________________
   

All changes other than name, include on page 2
(over)



Text of Amendment

  b. (If amendment affects the corporate purpose, the amended purpose is required to be set forth in its entirety. If there
is not sufficient space to do so, add one or more sheets of this size.)
     
    THE NUMBER OF AUTHORIZED SHARES OF COMMON, NO PAR STOCK
SHALL BE INCREASED TO 100,000,000.
   


 

Page 2


     
4.   The manner, if not set forth in Article 3b, in which any exchange, reclassification or cancellation of issued shares,
or a reduction of the number of authorized shares of any class below the number of issued shares of that class,
provided for or effected by this amendment, is as follows: (If not applicable, insert "No change")
 
    No Change
     
5.   (a) The manner, if not set forth in Article 3b, in which said amendment effects a change in the amount of paid-in
capital (Paid-in capital replaces the terms Stated Capital and Paid-in Surplus and is equal to the total of these
accounts) is as follows: (If not applicable, insert "No change")
     
    No Change
     
    (b) The amount of paid-in capital (Paid-in Capital replaces the terms Stated Capital and Paid-in Surplus and is equal
to the total of these accounts) as changed by this amendment is as follows: (If not applicable, insert "No change")
     
    No Change
   

    

Before Amendment

After Amendment

   


Paid in Capital     


$ ______________


$ ______________

         

(Complete either Item 6 or 7 below. All signatures must be in BLACK INK.)

         
6.  

The undersigned corporation has caused this statement to be signed by its duly authorized officers, each of whom affirms, under penalties of perjury, that the facts stated herein are true.

     
Dated        
 
 
  (Month & Day)       (Year)  

(Exact Name of Corporation at date of execution)

 
 
   
attested by                                                                      by                                                                                   
 

(Signature of Secretary or Assistant Secretary)

       (Signature of President or Vice-President)
       
 
 
 

(Type or Print Name and Title)

 

(Type or Print Name and Title)

       
7. If amendment is authorized pursuant to Section 10.10 by the incorporators, the incorporators must sign below, and type
or print name and title.

                                                                                                        OR

If amendment is authorized by the directors pursuant to Section 10.10 and there are no officers, then a majority of the
directors or such directors as may be designated by the board, must sign below, and type or print name and title.

The undersigned affirms, under the penalties of perjury, that the facts stated herein are true.
Dated     April 4               , 2002    
 
   
  (Month & Day)       (Year)    
 
 
  /s/ Thomas Elliott    
 
 
  Thomas Elliott    
 
 
  INCORPORATOR    
 
 
       

Page 3



BYLAWS OF SUPREME HTML

exhibit36_bylaws.htm


EXHIBIT 3.6

Bylaws of Supreme Property, Inc.

 

BYLAWS OF

OF

SUPREME PROPERTY, INC.

 

ARTICLE I OFFICES

The principal office of the corporation in the State of Illinois, is located at 431 E. 75th Street, in the City of Chicago, County of Cook. The corporation may office offices, within or without the State of Illinois, as Board of Directors may designate or as the business of the corporation may require.

The registered office of the corporation, required by the Illinois Business Corporation Act of 1983 to be maintained in the State of Illinois may be identical with the principal office in the State of Illinois. The address of the registered office may be changed by the Board of Directors.

ARTICILES II. SHAREHOLDERS

Section 1. Annual Meeting. The annual meeting of the shareholders shall be held on the 5th day of February each year, beginning with the year 2003 for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday, such meeting shall be held on the next succeeding business day.

Section 2. Special Meeting. Special meetings of the shareholders may be called either by the President, by the Board of Directors, or by the holders of not less than one-fifty of all the outstanding shares of the corporation, for the purpose or purposes stated in the call of the meeting.

Section 3. Place of Meeting. The Board of Directors may designate any place as the place of meeting of any annual meeting or for any special meeting called the by the Board of Directors. If no designation is made, or if a special meeting is otherwise called, the place of the meeting shall be at the principal place of business.

Section 4. Notice of Meetings. Written notice stating the place, date, and hour of the meeting, and in the case of a special meeting, the purpose or purposes for which the meeting is held, shall be delivered not less than ten (10) nor more than forty (40) days before the date of the meeting, either personally or by mail, by or at the direction of the President, Secretary, or other officer or persons calling the meeting, to each shareholder or record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his address as it appears on the records of the corporation, with postage thereon prepaid. When a meeting is adjourned to another time and place, thereof shall be announced at the meeting at which the adjournment is taken.

Section 5. Fixing the Record Date. For the purpose of determining the shareholders entitled to notice of, or to vote at, any meeting of shareholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or to receive payment of any dividend, or other distribution or allotment or any rights, or to exercise any rights with respect to any change, conversion, or exchange of shares, or for the purpose of any other lawful action, the Board of Directors may fix in advance a record date which shall not be more than sixty (60) days, and for a meeting of the shareholders, not less than ten (10) days, or in the case or a merger or consolidation not less than twenty (20) days before the date of such meeting. If no record date is fixed, the record date for the determination of shareholders entitled to notice of, or to vote at a meeting of shareholders shall be the date on which notice of the meeting is mailed, and the record date for the determination of shareholders for any other purpose shall be the date on which the Board of Directors adopts the resolution relating thereto. A determination of shareholders of record entitled to notice or, or to vote at a meeting of shareholders shall apply to any adjournment of the meeting.

Section 6. Voting Lists. The officer or agent having charge of the transfer books for the shares of the corporation shall make, at least ten (10) days before each meeting of the shareholders, a complete list of the shareholders entitled to vote at such meeting, arranged in alphabetical order, showing the address of and the number of shares registered in the name of the shareholder. The list, for the period of ten days prior to such meeting, shall be kept on file at the registered office of the corporation and shall be open to inspection by any shareholder of any purpose germane to the meeting, at any time during normal business hours. Such list shall also be produced and kept open at the time and place of the meeting. The original share ledger or transfer book, or a duplicate thereof, kept in this State, shall be prima facie evidence as to who are the shareholders entitled to examine such list or share ledger or transfer book or to vote at any meeting of shareholders.

Section 7. Quorum. The holders of a majority of the outstanding shares of the corporation present in person or represented by proxy, shall constitute a quorum at any meeting of shareholders; provided that if less than a majority of the outstanding shares are represented at said meeting, a majority of the shares so represented may adjourn the meeting at any time without further notice. If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting shall be the act of the shareholders, unless the vote of the greater number of voting by class is required by The Business Corporation Act, the Articles of Incorporation, or these bylaws. At any adjourned meeting at which quorum shall be present, any business may be transacted which might have been transacted at the original meeting. Withdrawal of shareholders from any meeting shall not cause failure or a duly constituted quorum at that meeting.

Section 8. Proxies. Each shareholder entitled to vote at a meeting of shareholders or to express consent or dissent to corporate action in writing without a meeting, may authorize another person or persons to act for him by proxy, but no such proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy. No proxy shall be valid if said another person is not a current shareholder of the corporation.

Section 9. Voting of Shares. Each outstanding share of common stock shall be entitled to one vote upon each submitted to vote at a meeting of shareholders. Non-voting preferred shareholders, if any, are not entitled to vote at a meeting of shareholders

Section 10. Informal Action by Shareholders. Any action required to be taken at a meeting of the shareholders, or any other action which may be taken at a meeting of the shareholders, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

Section 11. Voting by Ballot. Voting on any question or in any election may be by voice unless the presiding officer shall order, or any shareholder shall demand that voting be by ballot.


ARTICLE III. DIRECTORS

Section 1. General Powers. The business of the corporation shall be managed by its Board of Directors.

Section 2. Number, Tenure, and Qualifications. The number of directors of the corporation shall be five (5). The directors shall hold office until the next annual meeting of the shareholders or until their successor shall have been elected and qualified. Directors need not be residents of Illinois nor shareholders of the corporation. The number of directors may be increased or decreased from time to time by amendment to this section, but not decrease shall have the effect or shortening the term of any incumbent director.

Section 3. Regular Meeting. A regular meeting of the Board of Directors shall be held without notice other than this bylaw, immediately after the annual meeting of the shareholders. This meeting may be waived only if, at any time, all shareholders also serve as directors. The Board of Directors may provide, by resolution, the time and place for the holding of additional regular meetings without other notice than such resolution.

Section 4. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the president or any other director. The person or persons authorized to call special meetings of the Board of Directors may fix any place as the place for holding any special meeting of the Board of Directors called by them.

Section 5. Notice. Notice of any special meeting shall be given at least five (5) days previous thereto by written notice to each director at his business address. If mailed, such notice shall be deemed delivered when deposited into the United States mail so addressed, with postage thereon prepaid. If notice is given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegram company. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither business to be transacted at, nor the purpose of any regular or special meeting of the Board of Directors need be specified in the notice of waiver of notice of such meeting.

Section 6. Quorum. A majority of the number of directors fixed by these bylaws shall constitute a quorum for transaction of business at any meeting of the Board of Directors. A majority of the directors present may adjourn the meeting at any time without further notice.

Section 7. Manner of Acting. The act of the majority of the directors present at a meeting for which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by statute, these bylaws, or the Articles of Incorporation.

Section 8. Vacancies. Any vacancy occurring in the Board of Directors and any directorship to be filled by reason of an increase in the number of directors, may be filled by election at an annual meeting or at a special meeting of the shareholders called for that purpose.

Section 9. Action Without a Meeting. Unless specifically prohibited by the Articles of Incorporation or bylaws, any action required to be taken at a meeting of the Board of Directors, or any other action which may be taken without a meeting if a consent in writing setting forth the actions so taken, shall be signed by all the directors entitled to vote with respect to the subject matter thereof, or by all members of such committee, as the case may be. Any such consent signed by all the directors of all the members of the committee, shall have the same effect as a unanimous vote, and may be stated as such in any document filed with the Secretary of State or with anyone else.

Section 10. Compensation. The Board of Directors, by the affirmative vote of a majority of directors then in office, and irrespective of any personal interest of any of its members, shall have authority to establish reasonable compensation of all directors for services to the corporation as directors, officers, or otherwise. By resolution of the Board of Directors the directors may be paid their expenses, if any, of attendance at each meeting of the board. No such payment previously mentioned in this section shall preclude any director from serving the corporation in any other capacity and receiving compensation therefrom.

Section 11. Presumption of Assent. A director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken, shall be conclusively presumed to have assented to the action taken, unless his dissent shall be entered in the minutes of the meeting, or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereto or shall forward such dissent by registered mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

ARTICLE IV. OFFICERS

Section 1. Number. The officers of the corporation shall be a president, a treasurer, a secretary, and such other officers as may be elected or appointed by the Board of Directors.

Section 2. Election and Term of Office. The officers of the corporation shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently possible. Vacancies may be filled or new offices created and filled at any meeting of the Board of Directors. Each officers shall hold office until his successor shall have been duly elected and shall have qualified, or until his death, or until he shall resign or shall have been removed in the manner hereinafter provided. Election of an officer shall not itself create contract rights.

Section 3. Removal. Any officers elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interest of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 4. President. The president shall be the principal executive officer of the corporation. Subject to the direction and control of the Board of Directors, he shall be in charge of the business of the corporation; he shall see that the resolutions and directions of the Board of Directors are carried into effect, except in those instances in which that responsibility is specifically assigned to some other person by the Board of Directors; and in general, he shall discharge all duties incident to the office of the president and such other duties as may be prescribed by the Board from time to time. He shall preside at all meetings of the shareholders and of the Board of Directors. Except in those instances in which the authority to execute is expressly delegated to another officer or agent of the corporation, or a different mode of execution is expressly prescribed by the Board of Directors or these bylaws, he may execute for the corporation certificates for its shares, and any contracts, deeds, mortgages, bonds, or other instruments which the Board of Directors as authorized to be executed. He may accomplish such execution under or without the seal of the corporation and either individually or with the secretary, any assistant secretary, or any other officer thereunto authorized by the Board of Directors, according to the requirements of the from of the instrument. He may vote all securities which the corporation is entitled to vote except as, and the extent such authority shall be vested in a different officer or agent of the corporation by the Board of Directors.

Section 5. The Treasurer. The treasurer shall be the principal accounting and financial officer of the corporation. He shall: (a) have charge of and be responsible for the maintenance of adequate books of account for the corporation; (b) have charge and custody of all funds and securities of the corporation, and be responsible therefore and for the receipt and disbursement thereof; and (c) perform all the duties incident to the officer of treasurer and such other duties as from time to time may be assigned to him by the president or by the Board of Directors. If required by the Board of Directors, the treasurer shall give a bond for the faithful discharge of his duties in such sum and with such sureties as the Board of Directors may determine.

Section 6. Secretary. The secretary shall: (a) record the minutes of the shareholders' and the Board of Directors' meetings in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; (c) be custodian of the corporate records and of the seal of the corporation; (d) keep a register of the post office address of each shareholder which shall be furnished to the secretary by such shareholder; (e) sign with the president, or any officer thereunto authorized by the Board of Directors, certificates for shares of the corporation , the issue of which shall have been authorized by the Board of Directors, any contracts, deeds, mortgages, bonds, or other instruments which to Board of Directors has authorized to be executed, according to the requirements of the form of the instrument, except when a different mode of execution is expressly prescribed by the Board of Directors or these bylaws; (f) have general charge of the stock transfer books of the corporation; (g) perform all duties incident to the office of the secretary and such other duties as from time to time may be assigned to him by the president or by the Board of Directors.

Section 7. Salaries. The salaries of the officers shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the corporation.
 

ARTICLES V. CONTRACTS, LOANS, CHECKS, AND DEPOSITS

Section 1. Contracts. The Board of Directors may authorize any officer or officers, agents or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 2. Loans. No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

Section 3. Checks, Drafts, etc. All checks drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositaries as the Board of Directors may select.

ARTICLES VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER

Section 1. Certificates for Shares. Certificates representing shares of the corporation shall be signed by the president or by such officer as shall be designated by the resolution of the Board of Directors and by the secretary, and shall be sealed with the seal or a facsimile of the seal of the corporation. If both of the signatures of the officers be by facsimile, the certificate shall be manually signed by or on behalf of a duly authorized transfer agent or clerk. Each certificate representing shares shall be consecutively numbered or otherwise identified, and shall also state the name of the person to whom issued, the number and class of shares (with designation of series, if any), the date of issue, that the corporation is organized under Illinois law, and does issue shares of more than one class or series within a class, the certificate shall also contain such information or statement as may be required by law. The name and address of each shareholder, the number and class of shares held and the date on which the certificate for the shares were issued shall be entered on the books of the corporation. The person in whose name shares stand on the books of the corporation shall be deemed the owner thereof for all purposes as regards the corporation.

Section 2. Lost Certificates. If a certificate representing shares has allegedly been lost or destroyed, the Board of Directors may, it its discretion, except as may be required by law, direct that a new certificate by issued upon such indemnification and other reasonable requirements as it may impose.

Section 3. Transfer of Shares. Transfers of shares of the corporation shall be recorded on the books of the corporation and, except in the case of a lost or destroyed certificate, shall be made on surrender for cancellation of the certificate for such shares. A certificate presented for transfer must be duly endorsed and accomplished by proper guaranty of signature and other appropriate assurances that the endorsement is effective.

Section 4. Internal Revenue. The Common Stock of the corporation shall be issued pursuant to Section 1244 of the Internal Revenue Code of 1954 as amended.

ARTICLE VII FISCAL YEAR

The fiscal year of the corporation shall be fixed by resolution of the Board of Directors. However, in the absence of a resolution, the corporation shall operate on a calendar year.


ARTICLE VII. DIVIDENDS

The Board of Directors may from time to time declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Articles of Incorporation.


ARTICLES IX. SEAL

The corporate seal shall have inscribed thereon the name of the corporation and words "Corporate Seal, Illinois". The seal may be used by causing it or a facsimile therefore to be impressed or affixed or in any manner reproduced.

ARTICLE X. WAIVER OF NOTICE

Whenever any notice is required to be given under the provisions of these bylaws or under the provisions of the Articles of Incorporation or under the provisions of The Business Corporation Act of the State of Illinois, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after time stated herein, shall be deemed equivalent to the giving of such notice.


ARTICLE XI. AMENDMENTS

The power to make, alter, amend, or repeal the by-laws of the corporation shall be vested in the Board of Directors, unless reserved to the shareholders by the Articles of Incorporation. The bylaws may contain any provisions for the regulations and management of the affairs of the corporation not inconsistent with law, or the Articles of Incorporation.


SPECIMEN COMMON STOCK CERTIFICATE HTML

exhibit4_1.htm


EXHIBIT 4.1

Specimen Stock Certificate of Coronation Acquisition Corp.

    NUMBER    

SHARES

   
    0  

INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA

SPECIMEN

   
               
    CORONATION ACQUISTION CORP.    
   

See Reverse for
Certain Definitions

   
    TOTAL AUTHORIZED ISSUE    
    100,000,000 SHARES PAR VALUE $0.001 EACH    
    COMMON STOCK    
   

 

   
         
         
   

This is to Certify that               SPECIMEN                                                               

   
         
   

____________________________________________________________________  fully paid and

   
   

non-assessable shares of the above Corporation transferable only on the books of the

   
   

Corporation by the holder hereof in person or by duly authorized Attorney upon

   
   

surrender of this Certificate properly endorsed.

   
   

Witness, the seal of the Corporation and the signatures of its duly authorized officers.

   
   

Dated    XXX
 

   
    /s/ Harry Miller
______________________
Harry Miller, Secretary

"SEAL"

/s/ Harry Miller
_______________
Harry Miller, President
     
               


BACK OF SHARE CERTIFICATE
 

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulation:
 
TEN COM  - as tenants in common

UNIF GIF MIN ACT

______Custodian______
      (Cust)                 (Minor)
TEN ENT  - as tenants by the entireties                     under Uniform Gift for Minors
                        Act  __________________
JT TEN - as joint tenants with right of
   survivorship and not as
   tenants in common
                                      (State)
   Additional Abbreviations may also be used though not in the above list
For value received ________ hereby sell, assign, and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
   


 


                                                                                              


                                                                                                                                                                  

     (PLEASE  PRINT  OR  TYPEWRITE  NAME AND  ADDRESS  INCLUDING  POSTAL  ZIP CODE OR  ASSIGNEE)


                                                                                                                                                                  


                                                                                                                                                                  


                                                                                                                                                  
Shares

represented  by  the  within  Certificate,  and  do  hereby  irrevocably constitute
and appoint
____________________________________________________________________Attorney to
transfer the said Shares on the books of the within named Corporation and full power of substitution in the premises.

Dated___________________________            __________

                    In presence of

                                            ____________________________________

________________________________

 

NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE
NAME AS WRITTEN UPON THE FACE THE CERTIFICATE IN EVERY PARTICULAR
WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.









        




 


ESCROW AGREEMENT HTML

exhibit4_2escrow.htm


EXHIBIT 4.2

Escrow Agreement

ESCROW AGREEMENT

This ESCROW AGREEMENT, dated for reference as of March 31, 2003 (the "Agreement"), by and among Coronation Acquisition Corp., a Nevada corporation ("Coronation"), Supreme Property, Inc., a Illinois corporation ("Supreme"), and Interstate Transfer Company, as Escrow Agent (the "Escrow Agent").

W I T N E S S E T H:

WHEREAS, Coronation and Supreme have entered into an Agreement and Plan of Exchange and Reorganization, dated as of March 31, 2003 (the "Merger Agreement"), whereby Supreme will merge with and into Coronation on the terms and subject to the conditions set forth in the Merger Agreement (the "Merger");

WHEREAS, the Merger Agreement provides that each holder of Supreme Shares will, at the Effective Time, be entitled to receive, in exchange for its Supreme Shares, a number of Coronation Shares as determined in accordance with the Merger Agreement (the "Merger Consideration");

WHEREAS, the parties desire (i) that 75% of the Coronation Shares issued in the Merger, (the "Escrow Shares") be subject to the Escrow restrictions described herein (the "Escrow"), and, (ii) at the Effective Time, the Escrow Shares be deposited with the Escrow Agent subject to release in accordance with the terms hereof; and

WHEREAS, the Escrow Agent is willing to act as Escrow Agent, upon the express terms and subject to the express conditions of this Agreement.

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the parties hereby agree as follows:

1. DEFINED TERMS. Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement.

2. APPOINTMENT OF ESCROW AGENT. Supreme and Coronation hereby appoint Interstate Transfer Company, of Salt Lake City, Utah, the Escrow Agent to act as agent on their behalf pursuant to this Agreement, and the Escrow Agent hereby consents to its appointment in such capacity on the terms and conditions of this Agreement.

3. DEPOSIT OF ESCROW SHARES. On the Closing Date, Coronation will deliver to the Escrow Agent (i) a list containing the name, address and number of Escrow Shares held by each Supreme Stockholder (the "Supreme Stockholder List"), (ii) certificates representing the Escrow Shares to be issued to each Supreme Stockholder ("Escrow Certificates"), and (iii) any and all other documents required from time to time by the Escrow Agent to effect transfers of the Escrow Shares in accordance herewith.

4. Release of Escrow Shares.

4.1 Authorized Disbursements. The Escrow Agent is hereby authorized to disburse the Escrow Shares only as follows:

(a) to the Supreme Stockholders in accordance with Section 4.2 of this Agreement;


(b) to the Supreme Stockholders upon receipt of a written instruction signed by Thomas Elliott and Mr. Harry Miller; or

(c) to the Supreme Stockholders in accordance with a final and binding judgment rendered by a court of competent jurisdiction and delivered to the Escrow Agent together with a certificate signed by Coronation (upon which certificate the Escrow Agent shall conclusively rely and act) certifying that said judgment represents a final adjudication by a court of competent jurisdiction.

4.2 Expiration of Escrow; Release of Escrow Shares. Unless released earlier pursuant to Section 4.1, the Escrow Agent shall release and deliver 1/3rd of the Escrow Shares to the Supreme Stockholders, upon Messrs. Elliott and Miller's written instructions, (in the denominations set forth in the Supreme Stockholder List) that Coronation has obtained $3,000,000 in new equity or debt funding. Thereafter the Escrow agent will release and deliver 1/3rd of the Escrow Shares to the Supreme Stockholders in three month increments following the first release of Escrow Shares without any further written notification from Messrs. Elliott or Miller.

5. Certain Rights of the Stockholders.

5.1 Distributions and Dividends. As of the Effective Time, each Supreme Stockholder that complies with the exchange procedures set forth in Section 1.10 of the Merger Agreement shall be entitled to receive directly from Coronation all cash dividends and other distributions paid or made with respect to the Escrow Shares.

6. Escrow Agent.

6.1 Duties of Escrow Agent. The Escrow Agent shall treat the Escrow Shares with such degree of care as it treats its own similar property. It is agreed that the duties of the Escrow Agent are only such as are herein specifically provided, and the Escrow Agent shall have no other duties, implied or otherwise. The Escrow Agent's duties are as a depository only, and the Escrow Agent shall incur no responsibility or liability whatsoever, except for its willful misconduct or gross negligence. Except where the terms of this Agreement expressly refer thereto, the Escrow Escrow Agent shall not be bound in any way by any of the terms of the Merger Agreement or any other agreement to which one or more of Coronation and Supreme are parties, whether or not the Escrow Agent has knowledge thereof, and the Escrow Agent shall not in any way be required to determine whether or not the Merger Agreement or any other agreement has been complied with by Coronation and Supreme or any other party thereto. In the event that the Escrow Agent

shall be uncertain as to any of its duties or rights hereunder or shall receive instructions, claims or demands which, in its sole judgment, are in conflict with any of the provisions of this Agreement, it shall be entitled to refrain from taking any action other than to keep safely all Escrow Shares held in escrow until it shall be directed otherwise pursuant to a written notice from and executed by Coronation, and the Escrow Agent shall not be responsible or liable for any damages while waiting for such written notice. This Agreement shall not create any fiduciary duty of the Escrow Agent to Coronation or any other person or entity whatsoever nor disqualify the Escrow Escrow Agent from representing any of such parties as transfer agent and/or registrar.

6.2 Reliance by Escrow Agent on Written Notices. The Escrow Agent may conclusively rely and shall be fully authorized and protected in relying upon any written notice, direction, instruction, demand, certificate, advice, opinion or document which it, in good faith, believes to be genuine. Set forth in Schedule 6.2 hereto is a list of the names of the persons authorized to act for Coronation and Harry Miller under this Agreement. The Escrow Agent may conclusively rely on and shall be authorized and fully protected in acting upon the written, facsimile or electronically delivered instructions of Coronation and Harry Miller.


6.3 Risk to Escrow Agent. In no event shall the Escrow Agent be liable (i) for any consequential, punitive or special damages or (ii) for an amount in excess of the value of the Escrow Shares, valued as of the date of deposit. The Escrow Agent shall not incur any liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond the control of the Escrow Agent (including but not limited to any act or provision of any present or future law or regulation or governmental authority, any act of God or war, or the unavailability of the Federal Reserve Bank wire or telex or other wire or communication facility).

6.4 No Investigation by Escrow Agent. The Escrow Agent shall not be required or bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, entitlement, order, approval or other paper or document.

6.5 Escrow Agent's Execution of Power. The Escrow Agent may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, custodians, or nominees appointed with due care, and shall not be responsible or liable for the acts or omissions of any agent, attorney, custodian or nominee so appointed except for acts that constitute willful misconduct or gross negligence.

6.6 Legal Proceedings.

(a) The Escrow Agent shall not be required to institute legal proceedings of any kind.

(b) If at any time the Escrow Agent is served with any judicial or administrative order, judgment, decree, writ or other form of judicial or administrative process which in any way affects all or any portion of the Escrow Shares (including but not limited to orders of attachment or garnishment or other forms of levies or injunctions or stays relating to the transfer of all or any portion of the Escrow Shares), the Escrow Agent is authorized to comply therewith in any manner as it or legal counsel of its own choosing deems appropriate; and if the Escrow Agent complies in good faith with any such judicial or administrative order, judgment, decree, writ or other form of judicial or administrative process, the Escrow Agent shall not be liable to any of the parties hereto or to any other person or entity even though such order, judgment, decree, writ or process may be subsequently modified or vacated or otherwise determined to have been without legal force or effect. The Escrow Agent shall provide Coronation with notice, in accordance with Section 7.3, of any such orders, judgments, decrees or writs (along with copies of any related documentation), and the Escrow Agent shall reasonably consult with Coronation and Supreme and its counsel with respect to such legal actions.

6.7 Escrow Agent Reporting. Notwithstanding anything to the contrary herein, except as required by law, in no event shall the Escrow Agent be under a duty to file any reports or withhold or deduct any amounts in respect of taxes due for payments made pursuant to this Agreement.

6.8 Fees of the Escrow Agent. Coronation covenants and agrees to pay to the Escrow Agent from time to time, and the Escrow Agent shall be entitled to, the fees and expenses agreed to in writing between Coronation and the Escrow Agent (which at the date hereof are set forth in Schedule 6.8 hereto) and will further pay or reimburse the Escrow Agent upon its request for all reasonable expenses, disbursements and advances incurred or made by the Escrow Agent in accordance with any of the provisions hereof or any other documents executed in connection herewith (including the reasonable compensation and the reasonable expenses and disbursements of its counsel and of all persons not regularly in its employ), which related expenses, disbursements and advances shall be paid by the requesting party, as set forth therein. The obligations of Coronation under this Section 6.8 to compensate the Escrow Agent and to pay or reimburse the Escrow Agent for reasonable expenses, disbursements and advances shall survive the satisfaction and discharge of this Agreement or the earlier resignation or removal of the Escrow Agent.


6.9 Indemnification of the Escrow Agent. Coronation agrees to indemnify and hold the Escrow Agent and its directors, employees, officers, agents, successors and assigns harmless from and against any and all losses, claims, damages, liabilities and expenses, including, without limitation, reasonable costs of investigation and reasonable counsel fees and expenses which may be imposed on the Escrow Agent or incurred by it in connection with its acceptance of this appointment as the Escrow Agent hereunder or the performance of its duties hereunder, except as a result of the Escrow Agent's gross negligence or willful misconduct. Such indemnity includes, without limitation, all losses, damages, liabilities and expenses (including reasonable counsel fees and expenses) incurred in connection with any litigation (whether at the trial or appellate levels) arising from this Agreement or involving the subject matter hereof. The indemnification provisions contained in this Section 6.9 are in addition to any other rights any of the indemnified parties may have by law or otherwise and shall survive the termination of this Agreement or the resignation or removal of the Escrow Agent.

6.10 Successor to Escrow Agent. Any corporation or other entity whatsoever into which the Escrow Agent may be merged or converted or with which it may be consolidated, and any corporation or other entity whatsoever resulting from any merger, conversion or consolidation to which the Escrow Agent shall be a party or any corporation or other entity whatsoever succeeding to the business of the Escrow Agent shall be the successor of the Escrow Agent hereunder without the execution or filing of any paper with any party hereto except where an instrument of transfer or assignment is required by law to effect such succession.

6.11 Resignation of Escrow Agent. If the Escrow Agent at any time, in its sole discretion, deems it necessary or advisable to resign as the Escrow Agent hereunder, it may do so by giving prior written notice of such event to Coronation, Supreme and Harry Miller and thereafter delivering the Escrow Shares to any other agent designated by Coronation and Harry Miller as communicated to the Escrow Agent in writing, and if no such agent shall be designated by Coronation and Harry Miller within 60 calendar days of such written notice, then the Escrow Agent may do so by delivering the Escrow Shares either (a) to any bank or trust located in the State of Nevada which is willing to act as Escrow Agent hereunder in its place (provided that the fees charged by such bank or trust company are not in excess of the fees charged by the Escrow Agent for its services hereunder) or (b) if no such bank or trust company can be retained within a reasonable period after such 60 calendar day period after the delivery by the Escrow Agent of its written notice, then the Escrow Agent shall seek the appointment of its successor as prescribed by the clerk or other proper officer of a court of competent jurisdiction located within the State of Nevada to the extent permitted by law (any such successor to the Escrow Agent, whether designated by Coronation and Harry Miller or pursuant to the clause above or otherwise, is hereinafter referred to as the "Successor Agent"). The costs and expenses (including reasonable attorneys' fees and expenses) incurred by the Escrow Agent in connection with such proceeding for the appointment of a Successor Agent shall be paid by Coronation. Coronation and Harry Miller may, at any time after the date hereof, upon 30 calendar days prior written notice to the Escrow Agent, appoint a Successor Agent for the resignation or removal of the Escrow Agent, whereupon the Escrow Agent shall deliver the Escrow Shares to such Successor Agent, as provided below. The reasonable fees of any Successor Agent shall be borne by Coronation. Upon receipt of the identity of the Successor Agent, the Escrow Agent shall deliver the Escrow Shares then held hereunder to the Successor Agent. Upon delivery of the Escrow Shares to the Successor Agent, (i) the Escrow Agent shall be discharged from any and all responsibility or liability with respect to the Escrow Shares (except as otherwise provided herein) and (ii) all references herein to the "Escrow Agent" shall, where applicable, be deemed to include such Successor Agent and such Successor Agent shall thereafter become the Escrow Agent for all purposes of this Agreement.


7. Miscellaneous.

7.1 Construction; Interpretation. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Article, section, schedule, exhibit, recital and party references are to this Agreement unless otherwise stated. No party, nor its counsel, shall be deemed the drafter of this Agreement for purposes of construing the provisions of this Agreement, and all provisions of this Agreement shall be construed in accordance with their fair meaning, and not strictly for or against any party.

7.2 Amendments and Modifications. No party hereto shall be bound by any modification, amendment, termination, cancellation, rescission or supersession of this Agreement unless the same shall be in writing and signed by it.

7.3 Notices. All notices and other communications hereunder shall be in writing and shall be effective when actually received by the party to which notice is sent as follows:

 
  (a) If to Coronation, to: With copies to:
(which shall not constitute notice)
       
    Thomas Elliott, President
Supreme Realty Investment Trust, Inc.
(the post merger name of Coronation)
431 E. 75th Street
Chicago, IL 60619
(773)873-9850
Harry Miller
P.O. Box 741
Bellevue, Washington, 98009
(425)453-0355
       
  (c) If to the Escrow Agent, to:  
       
    6084 South 900 East, Suite 101
Salt Lake City, UT 84121
(801) 281-9746
 

or to such other address as the person to whom notice is being given may have previously furnished to the other parties in writing in the manner set forth above.

7.4 Assignment. Subject to Sections 6.10 and 6.11, neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any party (whether by operation of law or otherwise) without the prior written consent of Coronation, Supreme and the Escrow Agent; provided that Coronation may assign its rights and obligations to any affiliate, but no such assignment shall relieve such Coronation of its obligations hereunder. This Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and permitted assigns.


7.5 Termination of Agreement. This Agreement shall terminate when all of the Escrow Shares have been delivered according to the terms of this Agreement.

7.6 Representation. Each of the parties hereby represents and warrants that this Agreement has been duly authorized, executed and delivered on its behalf and constitutes its legal, valid and binding obligation.

7.7 Other Miscellaneous Provisions.

(a) This Agreement may be executed simultaneously in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

(b) Whenever under the terms hereof the time for giving a notice or performing an act falls upon a Saturday, Sunday, or banking holiday, such time shall be extended to the next day on which Escrow Agent is open for business.

(c) Each party agrees that any suit, action or proceeding with respect to this Agreement, and the performance of the parties hereunder shall only be brought in the courts of the State of Nevada, including any federal court located within the State of Nevada. Accordingly, each party submits irrevocably to the exclusive jurisdiction of such courts for the purpose of any such suit, action or proceeding and waives irrevocably any right which it may have to bring any such suit, action or proceeding in any forum other than a court of the State of Nevada, or in any federal court located within the State of Nevada, and any defense which it may have to the enforcement of this provision, whether based on the inconvenience of the forum or otherwise.

(d) The Escrow Agent does not have any interest in the Escrow Shares deposited hereunder but is serving as escrow holder only. Coronation agrees to pay or reimburse the Escrow Agent upon request for any transfer taxes or other taxes relating to the Escrow Shares incurred in connection herewith and shall indemnify and hold harmless the Escrow Agent for any amounts that it is obligated to pay in the way of such taxes. Any payments of income in respect of the

 

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THE NEXT PAGE IS THE SIGNATURE PAGE]


Escrow Shares shall be subject to withholding regulations then in force with respect to United States taxes. The parties hereto will provide the Escrow Agent with appropriate forms for tax I.D. number certifications.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the day and year first above written.

SUPREME PROPERTY, INC.

/s Thomas Elliott

 

By: ____________________
Name: Thomas Elliott
Title: President and CEO

CORONATION ACQUISITION CORP.

/s/ Harry Miller

 

By: ____________________
Name: Harry Miller
Title: President and CEO
 

ESCROW AGENT:

Interstate Transfer Company as Escrow Agent

/s/ Janis Patterson

By: _____________________________
Name: Janis Patterson
Title: President

 

 

 

 


ILLINOIS DISSENTER'S RIGHTS HTML

exhibit43_dissentersrights.htm


EXHIBIT 4.3

Illinois Dissenters' Rights Law

Under The Illinois Business Corporation Act Of 1983

5.11.65.     RIGHT TO DISSENT

      SECTION 11.65.     Right to Dissent. (a) A shareholder of a corporation is entitled to dissent from, and obtain payment for his or her shares in the event of any of the following corporate actions:

 (1)  consummation of a plan of merger or consolidation or a plan of share exchange to which the corporation is a party if: (i) shareholder authorization is required for the merger or consolidation or the share exchange by Section 11.20 or the articles of incorporation or (ii) the corporation is a subsidiary that is merged with its parent or another subsidiary under Section 11.30;
   
 (2)  consummation of a sale, lease or exchange of all, or substantially all, of the property and assets of the corporation other than in the usual and regular course of business;
   
 (3)  an amendment of the articles of incorporation that materially and adversely affects rights in respect of a dissenter's shares because it: (i) alters or abolishes a preferential right of such shares; (ii) alters or abolishes a right in respect of redemption, including a provision respecting a sinking fund for the redemption or repurchase, of such shares; (iii) in the case of a corporation incorporated prior to January 1, 1982, limits or eliminates cumulative voting rights with respect to such shares; or
   
 (4)  any other corporate action taken pursuant to a shareholder vote if the articles of incorporation, by-laws, or a resolution of the board of directors provide that shareholders are entitled to dissent and obtain payment for their shares in accordance with the procedures set forth in Section 11.70 or as may be otherwise provided in the articles, by-laws or resolution.

      (b) A shareholder entitled to dissent and obtain payment for his or her shares under this Section may not challenge the corporate action creating his or her entitlement unless the action is fraudulent with respect to the shareholder or the corporation or constitutes a breach of a fiduciary duty owed to the shareholder.

      (c) A record owner of shares may assert dissenters' rights as to fewer than all the shares recorded in such person's name only if such person dissents with respect to all shares beneficially owned by any one person and notifies the corporation in writing of the name and address of each person on whose behalf the record owner asserts dissenters' rights. The rights of a partial dissenter are determined as if the shares as to which dissent is made and the other shares were recorded in the names of different shareholders. A beneficial owner of shares who is not the record owner may assert dissenters' rights as to shares held on such person's behalf only if the beneficial owner submits to the corporation the record owner's written consent to the dissent before or at the same time the beneficial owner asserts dissenters' rights.

5.11.70.     PROCEDURE TO DISSENT

      SECTION 11.70.     Procedure to Dissent. (a) If the corporate action giving rise to the right to dissent is to be approved at a meeting of shareholders, the notice of meeting shall inform the shareholders of their right to dissent and the procedure to dissent. If, prior to the meeting, the corporation furnishes to the shareholders material information with respect to the transaction that will objectively enable a shareholder to vote on the transaction and to determine whether or not to exercise dissenters' rights, a shareholder may assert dissenters' rights only if the shareholder delivers to the corporation before the vote is taken a written demand for payment for his or her shares if the proposed action is consummated, and the shareholder does not vote in favor of the proposed action.

      (b) If the corporate action giving rise to the right to dissent is not to be approved at a meeting of shareholders, the notice to shareholders describing the action taken under Section 11.30 or Section 7.10 shall inform the shareholders of their right to dissent and the procedure to dissent. If, prior to or concurrently with the notice, the corporation furnishes to the shareholders material information with respect to the transaction that will objectively enable a shareholder to determine whether or not to exercise dissenters' rights, a shareholder may assert dissenter's rights only if he or she delivers to the corporation within 30 days from the date of mailing the notice a written demand for payment for his or her shares.

      (c) Within 10 days after the date on which the corporate action giving rise to the right to dissent is effective or 30 days after the shareholder delivers to the corporation the written demand for payment, whichever is later, the corporation shall send each shareholder who has delivered a written demand for payment a statement setting forth the opinion of the corporation as to the estimated fair value of the shares, the corporation's latest balance sheet as of the end of a fiscal year ending not earlier than 16 months before the delivery of the statement, together with the statement of income for that year and the latest available interim financial statements, and either a commitment to pay for the shares of the dissenting shareholder at the estimated fair value thereof upon transmittal to the corporation of the certificate or certificates, or other evidence of ownership, with respect to the shares, or instructions to the dissenting shareholder to sell his or her shares within 10 days after delivery of the corporation's statement to the shareholder. The corporation may instruct the shareholder to sell only if there is a public market for the shares at which the shares may be readily sold. If the shareholder does not sell within that 10 day period after being so instructed by the corporation, for purposes of this Section the shareholder shall be deemed to have sold his or her shares at the average closing price of the shares, if listed on a national exchange, or the average of the bid and asked price with respect to the shares quoted by a principal market maker, if not listed on a national exchange, during that 10 day period.

      (d) A shareholder who makes written demand for payment under this Section retains all other rights of a shareholder until those rights are cancelled or modified by the consummation of the proposed corporate action. Upon consummation of that action, the corporation shall pay to each dissenter who transmits to the corporation the certificate or other evidence of ownership of the shares the amount the corporation estimates to be the fair value of the shares, plus accrued interest, accompanied by a written explanation of how the interest was calculated.

      (e) If the shareholder does not agree with the opinion of the corporation as to the estimated fair value of the shares or the amount of interest due, the shareholder, within 30 days from the delivery of the corporation's statement of value, shall notify the corporation in writing of the shareholder's estimated fair value and amount of interest due and demand payment for the difference between the shareholder's estimate of fair value and interest due and the amount of the payment by the corporation or the proceeds of sale by the shareholder, whichever is applicable because of the procedure for which the corporation opted pursuant to subsection (c).

      (f) If, within 60 days from delivery to the corporation of the shareholder notification of estimate of fair value of the shares and interest due, the corporation and the dissenting shareholder have not agreed in writing upon the fair value of the shares and interest due, the corporation shall either pay the difference in value demanded by the shareholder, with interest, or file a petition in the circuit court of the county in which either the registered office or the principal office of the corporation is located, requesting the court to determine the fair value of the shares and interest due. The corporation shall make all dissenters, whether or not residents of this State, whose demands remain unsettled parties to the proceeding as an action against their shares and all parties shall be served with a copy of the petition. Nonresidents may be served by registered or certified mail or by publication as provided by law. Failure of the corporation to commence an action pursuant to this Section shall not limit or affect the right of the dissenting shareholders to otherwise commence an action as permitted by law.

      (g) The jurisdiction of the court in which the proceeding is commenced under subsection (f) by a corporation is plenary and exclusive. The court may appoint one or more persons as appraisers to receive evidence and recommend decision on the question of fair value. The appraisers have the power described in the order appointing them, or in any amendment to it.

      (h) Each dissenter made a party to the proceeding is entitled to judgment for the amount, if any, by which the court finds that the fair value of his or her shares, plus interest, exceeds the amount paid by the corporation or the proceeds of sale by the shareholder, whichever amount is applicable.

      (i) The court, in a proceeding commenced under subsection (f), shall determine all costs of the proceeding, including the reasonable compensation and expenses of the appraisers, if any, appointed by the court under subsection (g), but shall exclude the fees and expenses of counsel and experts for the respective parties. If the fair value of the shares as determined by the court materially exceeds the amount which the corporation estimated to be the fair value of the shares or if no estimate was made in accordance with subsection (c), then all or any part of the costs may be assessed against the corporation. If the amount which any dissenter estimated to be the fair value of the shares materially exceeds the fair value of the shares as determined by the court, then all or any part of the costs may be assessed against that dissenter. The court may also assess the fees and expenses of counsel and experts for the respective parties, in amounts the court finds equitable, as follows:

 (1)  Against the corporation and in favor of any or all dissenters if the court finds that the corporation did not substantially comply with the requirements of subsections (a), (b), (c), (d), or (f).
   
(2)  Against either the corporation or a dissenter and in favor of any other party if the court finds that the party against whom the fees and expenses are assessed acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this Section.

If the court finds that the services of counsel for any dissenter were of substantial benefit to other dissenters similarly situated and that the fees for those services should not be assessed against the corporation, the court may award to that counsel reasonable fees to be paid out of the amounts awarded to the dissenters who are benefited. Except as otherwise provided in this Section, the practice, procedure, judgment and costs shall be governed by the Code of Civil Procedure.

      (j) As used in this Section:

 (1)  "Fair value", with respect to a dissenter's shares, means the value of the shares immediately before the consummation of the corporate action to which the dissenter objects excluding any appreciation or depreciation in anticipation of the corporate action, unless exclusion would be inequitable.
   
 (2)  "Interest" means interest from the effective date of the corporate action until the date of payment, at the average rate currently paid by the corporation on its principal bank loans or, if none, at a rate that is fair and equitable under all the circumstances.

LIST OF SUBSIDIARIES HTML

exhibit_21.htm


EXHIBIT 21

Subsidiaries of Supreme Property, Inc.

 

Supreme Property, Inc. has one wholly-owned subsidiary "Supreme Capital Funding, Inc." which is an Illinois incorporated company.


CONSENT OF RICHARD WALKER HTML

exhibit23_1.htm


EXHIBIT 23.1

Consent of Richard Walker and Co.

Richard Walker and Co.                                                                           433 East 75th Street
C
ertified Public Accountant                                                                                 Chicago, Illinois 60619
Member - Illinois CPA Society                                                                             (773) 846-6690 / Fax (773) 846-6688

 
 

May 27, 2003

 

CONSENT OF INDEPENDENT AUDITORS

       We cannot to reference to our firm under the caption "Experts" in the
Registration Statement (Form S-4) of Supreme Investment Trust, Inc. and to the incorporation by reference therein of our reports on the financial condition of Supreme Property, Inc. filed with the Securities and Exchange Commission.




/s/ Richard Walker
 
Richard Walker & Co.
Certified Public Accountant


 

 

 

 

 

CONSENT OF GEORGE STEWART HTML

exhibit23_2.htm


EXHIBIT 23.2

GEORGE STEWART, CPA
2301 SOUTH JACKSON STREET, SUITE 101-G
SEATTLE, WASHINGTON   98144
(206) 328-8554   FAX (206) 328-0383

 

To Whom it May Concern:

 

The Firm of George Stewart, Certified Public Accountant, consents to the inclusion of the Financial Statements of Coronation Acquisition Corp. as of December 31, 2002 and December 31, 2001, in any filings that are necessary now or in the near future with the U.S. Securities and Exchange Commission.

 

Very truly yours,

/s/ George Stewart

George Stewart,, CPA

September 8, 2003