SEC Info - Homeskills Inc - ‘8-K’ for 4/4/05

SEC Info℠

Home

Help

Please Sign In

Homeskills Inc – ‘8-K’ for 4/4/05 – EX-10

On: Tuesday, 4/5/05, at 2:58pm ET · For: 4/4/05 · Accession #: 1164150-5-106 · File #: 0-30807

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 4/05/05  Homeskills Inc                    8-K:2,5,8,9 4/04/05    5:102K                                   Cvpospisil/FA

Current Report — Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                        26    112K 
 2: EX-10       Material Contract                                      6     26K 
 3: EX-10       Material Contract                                      7     32K 
 4: EX-14       Code of Ethics                                         7     27K 
 5: EX-17       Letter re: Departure of Director                       1      6K

EX-10 — Material Contract
Exhibit Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Issuer Shareholders
1	1st Page - Filing Submission
6	Issuer
"	Shareholders

EX-10 1st Page of 7 TOC ↑Top Previous Next ↓Bottom Just 1st
 
EXHIBIT 10.2                                                                    

THE SECURITIES  WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE NOT BEEN REGISTERED
UNDER THE  SECURITIES  ACT OF 1933 (THE "1933 ACT"),  NOR  REGISTERED  UNDER ANY
STATE SECURITIES LAW, AND ARE "RESTRICTED SECURITIES" AS THAT TERM IS DEFINED IN
RULE 144 UNDER THE 1933 ACT. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD OR
OTHERWISE  TRANSFERRED  EXCEPT PURSUANT TO AN EFFECTIVE  REGISTRATION  STATEMENT
UNDER THE 1933 ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933
ACT, THE  AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE  SATISFACTION OF THE
COMPANY.                                                                        

AGREEMENT FOR THE EXCHANGE OF COMMON STOCK  

     AGREEMENT made this 5th day of November,  2004, by and between  Homeskills,
Inc., a Colorado  corporation,  (the  "ISSUER")  and the  individuals  listed in
Exhibit A attached hereto, (the  "SHAREHOLDERS"),  which SHAREHOLDERS own all of
the  issued  and  outstanding   shares  of  OTC  Wireless,   Inc.  a  California
corporation. ("OTC")                                                            

     In  consideration of the mutual promises,  covenants,  and  representations
contained herein, and other good and valuable consideration,                    

THE PARTIES HERETO AGREE AS FOLLOWS:                                  

     1.  EXCHANGE OF  SECURITIES.  Subject to the terms and  conditions  of this
Agreement,  the  ISSUER  agrees to issue to  SHAREHOLDERS,  one (1) share of the
common stock of ISSUER,  $0.0001 par value (the "Shares"),  in exchange for each
issued and  outstanding  share of OTC owned by  SHAREHOLDERS.  This Agreement is
adopted  by the  parties  as a plan of  reorganization  within  the  meaning  of
Internal Revenue Code Section 368.                                              

     2.  REPRESENTATIONS  AND  WARRANTIES.   ISSUER  represents,   warrants  and
covenants to and with SHAREHOLDERS and OTC as follows:                          

          i.  Organization.  ISSUER is a  corporation  duly  organized,  validly
     existing,  and in good  standing  under the laws of  Colorado,  and has all
     necessary  corporate powers to own properties and carry on a business,  and
     is duly  qualified to do business and is in good standing in Colorado.  All
     actions taken by the  Incorporators,  directors and  shareholders of ISSUER
     have been valid and in  accordance  with the laws of the State of Colorado.
     This  Agreement  has been  approved by all  necessary  corporate  action by
ISSUER.                                                               

          ii.   Capital.The   authorized   capital  stock  ISSUER   consists  of
     100,000,000 shares of common stock,  $0.0001 par value, of which 37,569,449
     shares  are  issued  and  outstanding.   After  closing  total  issued  and
     outstanding will be 30,409,992,  including employee stock option grants and
     excluding 200,000 warrants.  All outstanding shares are duly issued,  fully
     paid and non assessable, free of liens, encumbrances, options, restrictions

1 

EX-10 2nd Page of 7 TOC 1st Previous Next ↓Bottom Just 2nd
     and legal or equitable  rights of others.  Presently there are, and (except
     as  otherwise  provided in this  Agreement)  at  closing,  there will be no
     outstanding   subscriptions,   options,   rights,   warrants,   convertible
     securities,  or other agreements or commitments  obligating ISSUER to issue
     or to transfer from treasury any  additional  shares of its capital  stock.
     None  of the  outstanding  shares  of  ISSUER  are  subject  to  any  stock
     restriction agreements.  All of the shareholders of ISSUER have valid title
     to such shares and  acquired  their shares in a lawful  transaction  and in
     accordance  with  the  laws  of  Colorado.  ISSUER  is in  the  process  of
     conducting a private placement of up to 3,000,000 shares of ISSUER's common
stock at $0.65 per share.                                             

          iii.  Financial  Statements.  Exhibit B to this Agreement includes the
     income  statement and balance sheet of ISSUER as and for the periods ending
     June 30, 2004 and September 30, 2004.  The financial  statements  have been
     prepared  in  accordance  with  generally  accepted  accounting  principles
     consistently  followed  by ISSUER  throughout  the periods  indicated,  and
     fairly  present  the  financial  position  of  ISSUER as of the date of the
balance sheet.                                                        

          iv.  Absence of Changes.  Since the date of the most recent  financial
     statements,  there has not been any change in the  financial  condition  or
     operations of ISSUER,  except  changes in the ordinary  course of business,
     which changes have not in the aggregate been materially adverse. There have
 been no declarations or payments of dividends and no stock redemptions.

          v.  Liabilities.   ISSUER  does  not  have  any  debt,  liability,  or
     obligation  of  any  nature,  whether  accrued,  absolute,  contingent,  or
     otherwise,  and whether due or to become due,  that is not reflected on the
     ISSUERS' financial statement. There are no pending,  threatened or asserted
     claims,  lawsuits or  contingencies  involving  ISSUER or its common stock.
     There is no dispute of any kind between the ISSUER and any third party, and
     no such  dispute will exist at the closing of this  Agreement.  At closing,
     ISSUER  will be free from any and all  liabilities,  liens,  claims  and/or
commitments.                                                          

          vi. Ability to Carry Out Obligations. ISSUER has the right, power, and
     authority to enter into and perform its  obligations  under this Agreement.
     The execution and delivery of this Agreement by Issuer and the  performance
     by ISSUER of its  obligations  hereunder  will not  cause,  constitute,  or
     conflict  with or  result  in (a) any  breach  or  violation  or any of the
     provisions  of or  constitute  a  default  under  any  license,  indenture,
     mortgage, charter, instrument,  articles of incorporation,  bylaw, or other
     agreement or instrument to which ISSUER or its shareholders are a party, or
     by which they may be bound, nor will any consents or  authorizations of any
     party other than those  hereto be  required,  (b) an event that would cause
     ISSUER to be liable to any party,  or (c) an event that would result in the
     creation or imposition or any lien,  charge or  encumbrance on any asset of
 ISSUER or upon the securities of ISSUER to be acquired by SHAREHOLDERS.

          vii. Full Disclosure.  None of the representations and warranties made
     by the ISSUER,  or in any  certificate  or  memorandum  furnished  or to be
     furnished by the ISSUER, contains or will contain any untrue statement of a
     material  fact,  or omit any  material  fact the omission of which would be
misleading.                                                           

2 

EX-10 3rd Page of 7 TOC 1st Previous Next ↓Bottom Just 3rd
          viii.  Contract and Leases.  ISSUER is not  currently  carrying on any
     business and is not a party to any benefit or retirement  plan or contract,
agreement or lease. No person holds a power of attorney from ISSUER.  

          ix. Compliance with Laws. ISSUER has complied withall  applicable laws
     and is not in violation  of any  federal,  state,  or local  statute,  law,
     and/or regulation  pertaining to ISSUER.  ISSUER and its  underwriters,  if
     any, have complied with all federal and state securities laws in connection
with the issuance, sale and distribution of its securities.           

          x.  Litigation.  ISSUER is not (and has not been) a party to any suit,
     action,  arbitration,  or legal,  administrative,  or other proceeding,  or
     pending  governmental  investigation.  To the best knowledge of the ISSUER,
     there is no basis for any such action or  proceeding  and no such action or
     proceeding is threatened  against ISSUER and ISSUER is not subject to or in
     default  with  respect to any  order,  writ,  injunction,  or decree of any
     federal,   state,   local,  or  foreign  court,   department,   agency,  or
instrumentality.                                                      

          xi.  Conduct of Business.  Prior to the closing,  ISSUER shall conduct
     its business and affairs,  if any, in the normal course,  and shall not (1)
     sell,  pledge, or assign any assets (2) amend its Articles of Incorporation
     or Bylaws, (3) declare dividends,  redeem or sell stock or other securities
     other  than  the  existing  private  placement  of up to  3,000,000  shares
     previously referenced, (4) incur any liabilities, (5) acquire or dispose of
     any assets,  enter into any contract,  guarantee  obligations  of any third
     party, or (6) enter into any other transaction.  ISSUER will not enter into
an agreement to take any of such prohibited actions.                  

          xii. Corporate  Documents.  Copies of each of the following documents,
     which are true  complete  and  correct in all  material  respects,  will be
attached to and made a part of this Agreement:                        

(1)  Articles of Incorporation (Exhibit D)                            
(2)  Bylaws (Exhibit E)                                               
(3)  Minutes of Shareholders Meetings (Exhibit F)                     
(4)  Minutes of Directors Meetings (Exhibit G)                        
(5)  List of Officers and Directors (Exhibit H)                       
(6)  Current Balance Sheet described in Section 2(iii) (Exhibit B)    
     (7)  Stock  register  and stock  records of ISSUER and a current,  accurate
list of ISSUER's shareholders (Exhibit I)                   

          xiii. Documents.  All minutes,  consents or other documents pertaining
     to ISSUER to be delivered at closing shall be valid and in accordance  with
     the laws of  Colorado.  ISSUER will  provide OTC with all  information  and
     documents   reasonably   requested   by  OTC  in   connection   with  OTC's
     investigation of ISSUER prior to closing. ISSUER will cooperate with OTC in
     obtaining any necessary  consents.  ISSUER will maintain in confidence  and
     refrain from using, except for the purposes  contemplated in the Agreement,
all confidential information provided to ISSUER by OTC.               

3 

EX-10 4th Page of 7 TOC 1st Previous Next ↓Bottom Just 4th
          xiv.  Title.  The  Shares  to be issued  to  SHAREHOLDERS  will be, at
     closing, free and clear of all liens, security interests, pledges, charges,
     claims,  encumbrances  and  restrictions  of any kind.  Such shares will be
     issued  pursuant  to  applicable   exemption(s)  under  federal  and  state
     securities  laws.  None of such Shares are or will be subject to any voting
     trust or  agreement.  No person holds or has the right to receive any proxy
     or similar  instrument  with respect to such shares,  except as provided in
     this Agreement.  The ISSUER is not a party to any agreement which offers or
     grants to any person the right to purchase or acquire any of the securities
     to be  issued  to  SHAREHOLDERS.  There is no  applicable  local,  state or
     federal law, rule,  regulation,  or decree which would,  as a result of the
     issuance  of  the  Shares  to  SHAREHOLDERS,   impair,  restrict  or  delay
SHAREHOLDERS' voting rights with respect to the Shares.               

          xv. Fees. Neither ISSUER nor OTC are or ----- will be obligated to pay
     brokers or finders fees as the result,  in whole or part,  of actions taken
or statements made by or on behalf of ISSUER.                         

          xvi.  Taxes.  ISSUER has timely  filed all ------  federal,  state and
     local tax returns,  including,  for  example,  income tax,  corporate  tax,
     franchise tax, sales tax and property tax returns and reports,  that it has
     been  required to file by law,  regulation or rule and has paid all related
     taxes.  All such tax  returns are  complete  and  accurate in all  material
respects.                                                             

3. OTC represents and warrants to ISSUER the following:               

          i. Organization OTC is a corporation duly organized, validly existing,
     and in good  standing  under  the  laws of  California,  has all  necessary
     corporate  powers to own  properties  and carry on a business,  and is duly
     qualified to do business and is in good standing in California. All actions
     taken by the  Incorporators,  directors and  shareholders  of OTC have been
valid and in accordance with the laws of California.                  

          ii. Shareholders and Issued Stock. Exhibit A annexed hereto sets forth
the names and share holdings of 100% of OTC shareholders.             

     4.  INVESTMENT  INTENT.  SHAREHOLDERS  agree that the shares  being  issued
pursuant  to this  Agreement  may be sold,  pledged,  assigned,  hypothecate  or
otherwise  transferred,  with or  without  consideration  (a  "Transfer"),  only
pursuant to an effective registration statement under the Act, or pursuant to an
exemption from  registration  under the Act, the  availability of which is to be
established to the  satisfaction  of ISSUER.  SHAREHOLDERS  agree,  prior to any
Transfer,  to give written notice to ISSUER  expressing his desire to effect the
transfer and describing the proposed transfer.                                  

     5.  CLOSING.  The  closing  of this  transaction  shall  take  place at the
corporate headquarters of OTC.                                                  

6. DOCUMENTS TO BE DELIVERED AT CLOSING.                              

i. By the ISSUER                                            

               (1) Board of  Directors  Minutes  authorizing  the  issuance of a
          certificate or certificates for 22,409,992  Shares,  registered in the
          names of the  SHAREHOLDERS  based upon their holdings in OTC as agreed
to on Exhibit A.                                            

4 

EX-10 5th Page of 7 TOC 1st Previous Next ↓Bottom Just 5th
(2) The resignation of all officers of ISSUER.    

               (3) A Board of  Directors  resolution  appointing  such person as
      SHAREHOLDERS designate as a director(s) of ISSUER, on Exhibit "C".

               (4) The  resignation of all the directors of ISSUER,  except that
          of  SHAREHOLDER'S   designee,   dated  subsequent  to  the  resolution
described in 3, above.                                      

               (5) Audited  financial  statements  of the ISSUER  filed with the
          SEC,  which shall include a current  balance  sheet and  statements of
          operations,  stockholders  equity and cash flows for the twelve  month
period then ended.                                          

               (6)  All  of  the  business  and  corporate  records  of  ISSUER,
          including but not limited to  correspondence  files,  bank statements,
          checkbooks,   savings  account  books,   minutes  of  shareholder  and
          directors meetings, financial statements,  shareholder listings, stock
transfer records, agreements and contracts.                 

               (7) Such other minutes of ISSUER's  shareholders  or directors as
may reasonably be required by SHAREHOLDERS.                 

               (8) An Opinion  Letter from  ISSUER's  Attorney  attesting to the
validity and condition of the ISSUER.                       

ii. BY SHAREHOLDERS AND OTC                                 

               (1)  Delivery  to the  ISSUER,  or to  its  Transfer  Agent,  the
          certificates  representing 100% of the issued and outstanding stock of
OTC.                                                        

               (2) Consents signed by all the  shareholders of OTC consenting to
the terms of this Agreement.                                

7. REMEDIES.                                                          

          i.  Arbitration.  Any controversy or claim arising out of, or relating
     to, this Agreement, or the making,  performance, or interpretation thereof,
     shall be settled by arbitration in Palm Beach County, Florida in accordance
     with the Rules of the American Arbitration  Association then existing,  and
     judgment  on the  arbitration  award may be  entered  in any  court  having
jurisdiction over the subject matter of the controversy.              

8. MISCELLANEOUS.                                                     

          i.  Captions  and  Headings.   The  Article  and  paragraph   headings
     throughout this Agreement are for convenience and reference only, and shall
     in no way be  deemed  to  define,  limit,  or  add  to the  meaning  of any
provision of this Agreement.                                          

          ii. No oral change.  This Agreement and any provision hereof,  may not
     be  waived,  changed,  modified,  or  discharged  orally,  but  only  by an
     agreement in writing  signed by the party against whom  enforcement  of any
waiver, change, modification, or discharge is sought.                 

5 

EX-10 6th Page of 7 TOC 1st Previous Next ↓Bottom Just 6th
          iii. Non Waiver. Except as otherwise provided herein, no waiver of any
     covenant, condition, or provision of this Agreement shall be deemed to have
     been made unless  expressly in writing and signed by the party against whom
     such waiver is  charged;  and (I) the failure of any party to insist in any
     one or more cases upon the performance of any of the provisions, covenants,
     or conditions of this Agreement or to exercise any option herein  contained
     shall not be construed as a waiver or relinquishment  for the future of any
     such  provisions,   covenants,  or  conditions,   (ii)  the  acceptance  of
     performance  of anything  required by this  Agreement to be performed  with
     knowledge of the breach or failure of a covenant,  condition,  or provision
     hereof shall not be deemed a waiver of such breach or failure, and (iii) no
     waiver by any party of one breach by another  party shall be construed as a
waiver with respect to any other or subsequent breach.                

          iv. Time of Essence.  Time is of the essence of this  Agreement and of
each and every provision hereof.                                      

          v. Entire Agreement.  This Agreement contains the entire Agreement and
     understanding   between  the  parties  hereto,  and  supersedes  all  prior
agreements and understandings.                                        

          vi. Counterparts. This Agreement may be executed simultaneously in one
     or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.          

          vii. Notices.All notices, requests,  demands, and other communications
     under this  Agreement  shall be in writing and shall be deemed to have been
     duly given on the date of service if served personally on the party to whom
     notice is to be given,  or on the third day after  mailing if mailed to the
     party to whom notice is to be given,  by first class  mail,  registered  or
     certified, postage prepaid, and properly addressed, and by fax, as follows:

ISSUER:         Homeskills, Inc.                                
500 Australian Avenue South     
Suite 619                       
West Palm Beach, FL 33401       

SHAREHOLDERS:   OTC Wireless, Inc.                              
48499 Milmont Drive             
Fremont, CA 94538               

     IN WITNESS  WHEREOF,  the  undersigned has executed this Agreement this 5th
day of 5 November, 2004.                                                        

Homeskills, Inc.                    OTC Wireless, Inc.                          

By: /s/ Charles Adams               By: /s/ Alex Tsao                           
-------------------------           --------------------------                  
Charles Adams, President            Alex Tsao, President                        

6 

EX-10 Last Page of 7 TOC 1st Previous Next ↓Bottom Just 7th
EXHIBIT "A"                                                                     

Name                                                            No. of Shares   

C. H. Tsao                                                        3,552,258.00  
C. H. Tsao and Hsiao-Jen Tsao                                       200,000.00  
Weiming Ou                                                          500,000.00  
Weiming Ou and Anchi Chang Ou                                       200,000.00  
Ding Yuan Day and Shin-Mann Day                                     200,000.00  
York Sung                                                            26,250.00  
Mao Sui Wang                                                        400,000.00  
Syed Hadi                                                             9,874.00  
Steve Viegas                                                         30,000.00  
Ray Negron                                                            1,980.00  
Eric Pearson                                                         25,000.00  
Yih Cheng Chen                                                       31,680.00  
Magic International                                               1,005,405.00  
Don Rowland                                                          12,811.00  
Brian Lin                                                           307,692.00  
Jay Knabb                                                           200,000.00  
Leng C. Garcia                                                      800,000.00  
Perng-Fei Gou and Binnie C. Gou,                                                
co-trustees of The Gou Living Trust u/t/a dtd. 12/9/88              800,000.00  
George King and Lillian King                                        800,000.00  
Chi-Lei Ni and Yuh Ni                                               200,000.00  
Jei-Hsie Nie                                                      1,622,528.00  
Jerry Shih and Jean Shih                                            680,000.00  
Judy Shih                                                           216,000.00  
Vision 2000 Venture Ltd.                                          4,536,458.00  
Daitung Development & Investment Corp.                              300,000.00  
Futung Venture Capital Ltd.                                         300,000.00  
Huitung Investments(BVI) Ltd.                                     1,100,000.00  
Litung Venture Capital Ltd.                                         160,000.00  
New Asian Venture Ltd.                                              930,232.00  
Darsen Horng                                                         80,000.00  
Sun-Fong Tang                                                        80,000.00  
Trasia International Limited                                         80,000.00  
Jene John Fu                                                         80,000.00  
Chou Mou, Lih-Er                                                     80,000.00  
Chao-Jung Chen                                                      568,000.00  
Channel Heart Limited                                                80,000.00  
High Court Securities Limited                                        80,000.00  
Ren-Chun Liao                                                        80,000.00  
Ting Herh                                                           240,000.00  
Julia Shih                                                           80,000.00  
Ming Chang Chiang                                                   640,000.00  
Yen-Ming Chen                                                        20,000.00  
Yi-Hsiang Chan                                                       40,000.00  
Paul Guilfoyle                                                      270,270.00  
R. Scott Rosenberg                                                   54,054.00  

                                                                   21,700,492.00

Employee stock option granted                                          709,500  

7

EX-10	1st Page of 7	TOC	↑Top	Previous	Next	↓Bottom	Just 1st

EX-10	2nd Page of 7	TOC	1st	Previous	Next	↓Bottom	Just 2nd

EX-10	3rd Page of 7	TOC	1st	Previous	Next	↓Bottom	Just 3rd

EX-10	4th Page of 7	TOC	1st	Previous	Next	↓Bottom	Just 4th

EX-10	5th Page of 7	TOC	1st	Previous	Next	↓Bottom	Just 5th

EX-10	6th Page of 7	TOC	1st	Previous	Next	↓Bottom	Just 6th

EX-10	Last Page of 7	TOC	1st	Previous	Next	↓Bottom	Just 7th

Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘8-K’ Filing	Date	First	Last	Other Filings

Filed on:	4/5/05			10KSB, 10QSB, 10QSB/A
For Period End:	4/4/05			10KSB, 10QSB, 8-K/A
	9/30/04	2		10QSB
	6/30/04	2		10QSB
				List all Filings

↑Top

Filing Submission 0001164150-05-000106 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Homeskills Inc – ‘8-K’ for 4/4/05 – EX-10

On: Tuesday, 4/5/05, at 2:58pm ET · For: 4/4/05 · Accession #: 1164150-5-106 · File #: 0-30807

Previous ‘8-K’: None · Next: ‘8-K/A’ on 4/19/05 for 4/4/05 · Latest: ‘8-K/A’ on 5/2/05 for 4/4/05

Current Report — Form 8-KFiling Table of Contents

EX-10 — Material ContractExhibit Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Current Report — Form 8-K
Filing Table of Contents

EX-10 — Material Contract
Exhibit Table of Contents