UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of the Securities Exchange Act of 1934
February 12, 2002
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Date of Report (Date of earliest event reported)
ENVIRO-ENERGY CORPORATION
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(Exact name of small business issuer as specified in its charter)
DELAWARE 0-30069 95-452-0761
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(State of (Commission (I.R.S. Employer
incorporation) File Number Identification Number)
4430 Haskell Avenue, Encino, CA 91436
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(Address of principal executive office)(City, State Zip Code)
Registrant's telephone number, including area code: (818) 784-2445
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TABLE OF CONTENTS
Item 1. (Not Applicable) page 2
Item 2. Acquisition or Disposition of Assets page 2
Items 3, 4, 5, & 6, (Not Applicable) page 2,3
Item 7. Financial Statements & Exhibits page 3
1. Exhibit No. 1 Press Release on January 31, 2002 page 3
3. Exhibit No. 2 Stock Purchase Agreement page 5
Item 8. (Not Applicable) page 14
Signature/s page 15
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Item 1. Changes in Control of Registrant.
Not applicable.
Item 2. Acquisition or Disposition of Assets.
On January 29, 2002, the Registrant concluded a stock purchase
agreement with Colvico, Inc. ("Colvico"), a company incorporated in the
State of Washington, whereby a wholly owned subsidiary of the
Registrant, Energy Flow Management, Inc. ("EFMI"), acquired 100% of the
issued share capital of Colvico.
Pursuant to the agreement dated January 29, 2002, 4,000,000 $1 (one
dollar) redeemable (callable) preferred shares of the registrant were
issued to the sole shareholder of Colvico, Mr. Cory Colvin.
Colvico is a well-established electrical contractor and energy services
company, bonded and licensed throughout the Pacific Northwest. Colvico
has an established history of profitability and is expected to bring a
restated net book value of approximately $3,500,000 to Enviro-Energy.
Colvico's current backlog of $10,000,000 includes contracts for
renovating and updating electrical power generation systems. Colvico
gives the Registrant the ability to install, service and maintain its
bio-waste-to-electricity generation plants. Further, using Colvico's
in-house electrical assembly and manufacturing plant, the Registrant
will now have the ability to fully manufacture and assemble its skid
mounted plants internally, significantly increasing deliverables and
profit. The addition of Colvico's revenue stream, profit and asset
base will enhance Enviro-Energy's ability to access traditional lines
of asset based financing at competitive terms and conditions.
Item 3. Bankruptcy or Receivership.
Not applicable.
Item 4. Change in Registrant's Certifying Accountant.
Not applicable.
Page 2
Item 5. Other Events.
Not applicable.
Item 6. Resignation of Registrant's Directors.
Not applicable.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
It is impractical to provide the financial information with respect to
the acquisition of Colvico required by this Item at the time of this
filing. The required financial information will be filed as soon as
practicable, but no later than 60 days after the due date of this
report.
(b) Pro forma financial information.
It is impractical to provide the pro forma financial information with
respect to the acquisition of Colvico required by this Item at the time
of this filing. The required pro forma financial information will be
filed as soon as practicable, but no later than 60 days after the due
date of this report.
(c) Exhibits.
Exhibit No. 1 Press Release issued on January 31, 2002
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ENVIRO-ENERGY CORPORATION SUBSIDIARY COMPLETES PURCHASE OF COLVICO,
INC, ADDS $20,000,000 TO REVENUES
Spokane, WA, January 31, 2002 Enviro-Energy Corporation (OTCBB:ENGY)
(Germany: 676401-EVM.BER) is pleased to announce that its wholly owned
subsidiary, Energy Flow Management, Inc. (EFMI) has completed its
purchase of Colvico, Inc., adding $20,000,000 to annual revenues.
The $4,000,000 purchase was paid for with 4,000,000 One Dollar $1.00
redeemable (callable) preferred shares of Enviro-Energy Corporation.
Conversion rights to common on any unredeemed shares are exercisable
after 1 year at a ratio of 4 common to 1 preferred for a maximum
potential of 16,000,000 common shares, reflecting an underlying present
value of $0.25 per share for Enviro-Energy Corporation' s common
shares.
"The transaction positions EFMI to become a dominant player in the bio-
waste-to-energy business," states Michael Funk, President of EFMI. "We
needed the electrical manufacturing and service capabilities embedded
in Colvico; and, Colvico has long wanted to leverage its assets and
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expertise into the burgeoning waste-to-energy business. This is the
ideal merger of talent, market and resources. The bio-waste-to-energy
industry is exploding with demand throughout the world, representing a
market potential in excess of $750,000,000 per year. The majority of
farms are small. We have the technology, and the capability to meet
this surge in demand," he continues. "We anticipate that this
acquisition is just the beginning of our growth and potential through
both internal synergies and mergers and acquisitions. We expect to be
very busy this year with many interesting and important developments
arising from our proprietary technology, market positioning and growing
financial power."
"I view this transaction as an expansion of my business into the waste-
to-energy industry," states Corey Colvin of Colvico, Inc. "For some
time I had been looking for a way to leverage my revenues, assets and
expertise, especially into this new and rapidly growing market. This
deal works well for me as I have down side protection with my preferred
shares and expect to profit from the potential conversion in one year.
It seems to me that the addition of my company alone should make
Enviro-Energy far more valuable that it is today. The new business that
our synergy creates should enhance that value even more."
"In earlier press releases I served notice that Enviro-Energy would
emerge from 2001 with strength and compelling news. This acquisition
is a hallmark of the ability of the Company to generate synergy,
drawing to it excellent companies, people and resources," states Galen
Loven, Chairman of Enviro-Energy Corporation. "What we have
accomplished to date should emphasize to the market that Enviro-Energy
is not only here to stay, but has the will and ability to become a
major and dominant force in the ballooning environmental and energy
sectors of world markets."
Enviro-Energy Corporation is a consolidator and operator of
environmentally related businesses. Acquisitions and internal growth
focus on energy, air, and water sectors. The Company expects to sustain
growth through its aggressive roll up strategy, internal synergies and
the deployment of its ENVIRO-ENERGY(TM) systems throughout the world.
Forward-looking statements in this release are made pursuant to the
``safe harbor'' provisions of the Private Securities Litigation Reform
Act of 1995. Investors are cautioned that such forward-looking
statements involve risk and uncertainties, including without
limitation, continued acceptance of the company's products, increased
levels of competition for the company, new products and technological
changes, the company's dependence on third party suppliers,
intellectual property rights and the other risks detailed from time to
time in the company's periodic reports filed with the Securities and
Exchange Commission Fair Disclosure Regulation, effective, October
2000.
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Contact:
Enviro-Energy Corporation
www.enviro-energycorp.com
Michael Funk Galen Loven
President Chairman
Energy Flow Management, Inc. Enviro-Energy Corp.
(509) 252 5827 (509) 921-9150
mfunk@tsunamicomm.net gdl@morals.net
- -----------------------------End of Press Release---------------------
Exhibit No. 2 Stock Purchase Agreement by and between Energy Flow
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Management, Inc., Colvico, Inc., and Cory Colvin.
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STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (the "Agreement") dated the 29th day of
January, 2002, by and between ENERGY FLOW MANAGEMENT, INC. (the
"Buyer"), a Washington Corporation and wholly owned subsidiary of its
Parent, ENVIRO-ENERGY CORPORATION, a Delaware corporation, and COLVICO,
INC ("Company"), a Washington corporation, and its Sole Shareholder,
Cory Colvin (the "Seller").
WHEREAS, Seller owns beneficially and of record 1,000 shares of Common
Stock of the Company (the "Shares");
WHEREAS, the Shares are one hundred percent (100%) of the only issued
and outstanding capital stock of the Company, and
WHEREAS, Buyer desires to purchase from Seller and Seller desires to
sell to Buyer all of these Shares on the terms and subject to the
conditions set forth herein; said transactions herein referred to as
the "Purchase."
NOW THEREFORE, the parties hereto agree as follows:
Seller owns beneficially and of record 1,000 shares of Common Stock of
the Company (the "Shares"). The Shares are one hundred percent (100%)
of the only issued and outstanding capital stock of the Company. Buyer
desires to purchase from Seller and Seller desire to sell to Buyer all
of these Shares on the terms and subject to the conditions set forth
herein. The transactions contemplated in this Agreement are herein
referred to as the "Purchase."
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1. Purchase of Shares and Related Matters.
1.1 Purchase of Shares. Subject to the terms and conditions set forth
herein, at the "Closing" (as defined below) Seller will sell all of the
Shares to Buyer and Buyer will purchase all of the Shares from Seller,
the Shares constituting all of the issued and outstanding capital stock
of the Company as of the Closing.
1.2 Purchase Price. Buyer will pay to Seller for 100% of the Shares
Four Million Dollars ($4,000,000) (the "Purchase Price").
1.3 Payment of Purchase Price. The Purchase Price will be paid to
Seller as follows:
4,000,000 redeemable (callable), convertible preferred shares, valued
at One Dollar ($1.00) per share, of the Parent payable to Seller
shareholder. Each unredeemed preferred share may be converted to four
(4) common shares of the Parent any time after one year of the date of
this Agreement.
2. Representations and Warranties of Company and Seller. As a
material inducement to Buyer to enter into this Agreement and purchase
the Shares, Seller and the Company, jointly and severally, represent
and warrant the following statements in this Section 2 are correct and
complete as of the date of this Agreement and will be correct and
complete as of the date of the Closing:
2.1 Organization and Corporate Power. The Company is a corporation
duly incorporated and validly existing under the laws of the State of
Washington, and the Company is qualified to do business in every
jurisdiction in which its ownership of property or the conduct of its
business requires it to qualify. The Company has all requisite
corporate power and authority and all material licenses, permits, and
authorizations necessary to own and operate its properties and to carry
on its businesses as now conducted
2.2 Capital Stock and Related Matters. The authorized capital stock
of the Company consists of 1,000 Shares of Common Stock, 1,000 are
issued and outstanding and are owned, beneficially and of record, by
Seller and no other capital stock of the Company is issued and
outstanding. The Company does not have outstanding and has not agreed,
orally or in writing, to issue any stock or securities convertible or
exchangeable for any shares of its capital stock, nor does it have
outstanding nor has it agreed, orally or in writing, to issue any
options or rights to purchase or otherwise acquire its capital stock.
The Company is not subject to any obligation (contingent or otherwise)
to repurchase or otherwise acquire or retire any shares of its capital
stock.
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2.3 Authorization; No Breach. The execution, delivery, and
performance of this Agreement and all other agreements contemplated
hereby to which the Company or Seller is a party have been duly
authorized by the Company or Seller, as the case may be. This Agreement
and each other agreement contemplated hereby, when executed and
delivered by the parties thereto, will constitute the legal, valid, and
binding obligation of the Company, Seller, or both as the case may be,
enforceable against Seller or the Company
2.4 Conduct of Business/ Liabilities. The Company is not in default
under, and no condition exists that with notice or lapse of time or
both would constitute a default of the Company under (i) any mortgage,
loan agreement, indenture, evidence of indebtedness or other instrument
evidencing borrowed money to which the Company is a party or by which
the Company or the properties of the Company is bound or (ii) any
judgment, order or injunction of any court, arbitrator or governmental
agency that would reasonably be expected to affect materially and
adversely the business, financial condition or results of operations
of the Company.
2.5 Financial Statements. The reviewed, consolidated balance sheet
and income statement of the Company as of December 31, 2000, fairly
present the consolidated financial, and the results of operations for
the twelve (12) months then ended and have been prepared in accordance
with generally accepted accounting principles consistently applied and
in a manner substantially consistent with the Unaudited Financial
Statements, except for differences resulting from normally occurring
audit adjustments, including, but not limited to, income tax and tax
accrual adjustments or as noted in the Unaudited Statements or the
notes thereto. Except as contemplated by or permitted under this
Agreement, there are no adjustments that would be required on audit of
the Unaudited Financial Statements that would, individually or in the
aggregate, have a material negative effect upon the Company's reported
financial condition.
2.6 No Undisclosed Liabilities. Neither the Company nor any of the
property of the Company has or is subject to any liabilities,
commitments or obligations of any nature, whether absolute, accrued,
contingent, known or unknown, due or to become due or otherwise.
2.7 Absence of Certain Changes. Except as contemplated or permitted
by this Agreement, since the Statement Date there has not been:
(i) Any materially adverse change in the business, financial
condition, operations or assets of the Company;
(ii) Any damage, destruction or loss, whether covered by insurance
or not materially adversely affecting the properties or business of the
Company;
(iii) Any sale or transfer by the Company of any tangible or
intangible asset other than in the ordinary course of business, any
mortgage or pledge or the creation of any security interest, lien or
encumbrance on any asset, or any lease of property, including
equipment, other than tax liens with respect to taxes not yet due and
contract rights of customers in inventory;
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(iv) Any declaration, setting aside or payment of a dividend or
other distribution to its shareholders or in respect of or the
redemption or other repurchase by the Company of any capital stock of
the Company;
(v) Any transaction not in the ordinary course of business of the
Company;
(vi) The lapse of any material trademark, assumed name, trade
name, service mark, copyright or license or any application with
respect to the foregoing;
(vii) The grant of any general increase in the compensation of
officers or employees (including any such increase pursuant to any
bonus, pension, profit sharing or other plan or commitment) other than
customary increases on a periodic basis or required by agreement or
understanding in the ordinary course of business and in accordance with
past practice;
(viii) The discharge or satisfaction of any material lien or
encumbrance or the payment of any material liability other than current
liabilities in the ordinary course of business;
(ix) The making of any loan, advance or guaranty to or for the
benefit of any person other than a wholly owned subsidiary except the
creation of accounts receivable in the ordinary course of business or
(x) An agreement to do any of the foregoing.
2.8 Title and Related Matters. The Company has good and marketable
title to all of its properties and assets included in the Unaudited
Financial Statements (except properties and assets sold or otherwise
disposed of subsequent to the Statement Date in the ordinary course of
business or as contemplated in this Agreement), free and clear of all
security interests, mortgages, liens, pledges, charges, claims or
encumbrances of any kind or character, except (i) statutory liens for
property taxes not yet delinquent or payable subsequent to the date of
this Agreement and statutory or common law liens securing the payment
or performance of any obligation of the Company, the payment or
performance of which is not delinquent or that is payable without
interest or penalty subsequent to the date on which this representation
is given, or the validity of which is being contested in good faith by
the Company; (ii) the rights of customers of the Company with respect
to inventory under orders or contracts entered into by the Company in
the ordinary course of business; (iii) claims, easements, liens and
other encumbrances of record pursuant to filings under real property
recording statutes, and (iv) as described in the Unaudited Financial
Statements or the notes thereto.
3. Representations and Warranties of Buyer. As a material inducement
to Seller to enter into this Agreement and sell the Shares, Buyer
hereby represents and warrants to Seller that the following statements
in this Section 3 are correct and complete as of the date of this
Agreement and will be correct and complete as of the date of Closing:
3.1 Organization; Power. Buyer is a corporation duly incorporated and
validly existing under the laws of the State of Delaware, and has all
requisite corporate power and authority to enter into this Agreement
and perform its obligations hereunder.
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3.2 Authorization. The execution, delivery, and performance by Buyer
of this Agreement, and all other agreements contemplated hereby to
which Buyer is a party have been duly and validly authorized by all
necessary corporate action of Buyer, and this Agreement and each such
other agreement, when executed and delivered by the parties thereto,
will constitute the legal, valid, and binding obligations of Buyer
enforceable against it in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency, and
similar statutes affecting creditors' rights generally and judicial
limits on equitable remedies.
3.3 No Conflict with Other Instruments or Agreements. The execution,
delivery and performance by Buyer of this Agreement and all other
agreements contemplated hereby to which Buyer is a party will not
result in a breach or violation of or constitute a default under its
Articles of Incorporation or Bylaws or any material agreement to which
Buyer is a party or by which Buyer is bound.
4. Conduct of the Company's Business Pending the Closing. From the
date hereof until the Closing, and except as otherwise consented to or
approved by Buyer, Seller, and the Company covenant and agree with
Buyer as follows:
4.1 Regular Course of Business. The Company will operate its business
in accordance with the reasonable judgment of its management diligently
and in good faith, consistent with past management practices, and the
Company will continue to use its reasonable efforts to keep available
the services of present officers and employees (other than planned
retirements) and to preserve its present relationships with persons
having business dealings with it.
4.2 Dividends. The Company will not declare, pay or set aside for
payment any dividend or other distribution in respect of its capital
stock.
4.3 Capital Changes. The Company will not issue any shares of its
capital stock or issue or sell any securities convertible into or
exchangeable for or options, warrants to purchase or rights to
subscribe to, any shares of its capital stock or subdivide or in any
way reclassify any shares of its capital stock or repurchase,
reacquire, cancel or redeem, any such shares.
4.4 Property and Assets. The assets, property, and rights now owned
by the Company will be used, preserved and maintained, as far as
practicable, in the ordinary course of business, to the same extent and
in the same condition as said assets, property, and rights are on the
date of this Agreement, and no unusual or novel methods of manufacture,
purchase, sale, management or operation of said properties or business
or accumulation or valuation of inventory will be made or instituted.
Without the prior consent of Buyer, the Company will not encumber any
of its assets or make any commitments relating to such assets, property
or business, except in the ordinary course of its business.
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4.5 Insurance. The Company will keep or cause to be kept in effect
and undiminished the insurance now in effect on its various properties
and assets, and will purchase such additional insurance, at Buyer's
cost, as Buyer may reasonably request.
4.6 Employees. The Company will not grant to any employee any
promotion, any increase in compensation or any bonus, or other award,
other staff promotions, increases or awards that are regularly
scheduled in the ordinary course of business or contemplated on the
date of this Agreement or that are, in the reasonable judgment of the
management of the Company, in the Company's best interest.
4.7 No Violations. The Company will comply in all material respects
with all statutes, laws, ordinances, rules, and regulations applicable
to it in the ordinary course of business.
4.8 Public Announcements. No press release or other announcement to
the employees, customers or suppliers of the Company related to this
Agreement or the Purchase will be issued without the joint approval of
Buyer and Seller, unless required by law, in which case Buyer and
Seller will consult with each other regarding the announcement.
5. Covenants of the Company and Seller. The Company and Seller
covenant and agree as follows:
5.1 Satisfaction of Conditions. The Company will use reasonable
efforts to obtain as promptly as practicable the satisfaction of the
conditions to Closing set forth in Section 7 and any necessary consents
or waivers under or amendments to agreements by which the Company is
bound.
5.2 Exhibits. From time to time prior to the Closing, Seller and the
Company will promptly supplement or amend any Exhibits with respect to
any matter hereafter arising that, if existing or occurring at the date
of this Agreement, would have been required to be set forth or
described in any Exhibit and will promptly notify Buyer of any breach
by either of them that either of them discovers of any representation,
warranty or covenant contained in this Agreement. No supplement or
amendment of any Exhibit made pursuant to this Section will be deemed
to cure any breach of any representation of or warranty made in this
Agreement unless Buyer specifically agrees thereto in writing;
provided, however, that if the Purchase is closed, Buyer will be deemed
to have waived its rights with respect to any breach of a
representation, warranty or covenant or any supplement to any Exhibit
of which it shall have been notified pursuant to this Section 5.2.
5.3 No Solicitation. Until the Closing or termination pursuant to
Section 10 of this Agreement, neither Seller nor the Company, nor any
of its directors, officers, employees or agents shall, directly or
indirectly, encourage, solicit, initiate, or enter into any discussions
or negotiations concerning any disposition of any of the Capital Stock
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or of all or substantially all of the assets of the Company (other than
pursuant to this Agreement), or any proposal therefore, or furnish or
cause to be furnished any information concerning the Company to any
party in connection with any transaction involving the acquisition of
the Capital Stock or assets of the Company by any person other than
Buyer. Seller or the Company will promptly inform Buyer of any inquiry
(including the terms thereof and the person making such inquiry)
received by any responsible officer or director of the Company or
Seller after the date hereof and believed by such person to be a bona
fide, serious inquiry relating to any such proposal.
5.4 Action After the Closing. Upon the reasonable request of Buyer or
the Company after the Closing, Seller will take all action and will
execute all documents and instruments necessary or desirable to
consummate and give effect to the Purchase.
6. Closing.
6.1 Time, Place, and Manner of Closing. Unless this Agreement has
been terminated and the Purchase has been abandoned pursuant to the
provisions of Section 10, the closing (the "Closing") will be held at
the offices of the Seller in Spokane, Washington or at such other place
as the parties may agree, on the 30th day of January, 2002 or as soon
as practicable after the satisfaction of the various conditions
precedent to the Closing set forth herein. At the Closing the parties
to this Agreement will exchange certificates and other instruments and
documents in order to determine whether the terms and conditions of
this Agreement have been satisfied. Upon the determination of each
party that its conditions to consummate the Purchase have been
satisfied or waived, Seller shall deliver to Buyer the certificate(s)
evidencing the Shares, duly endorsed for transfer, and the shall
deliver to Seller the purchase price. From time to time after the
Closing, Seller, at Buyer's cost, will execute, deliver, and
acknowledge all such further instruments of transfer and conveyance and
will perform all such other acts as Buyer may reasonable request to
more effectively transfer Shares.
6.2 Consummation of Closing. All acts, deliveries, and confirmations
comprising the Closing, regardless of chronological sequence shall be
deemed to occur contemporaneously and simultaneously upon the
occurrence of the last act, delivery or confirmation of the Closing and
none of such acts, deliveries or confirmations shall be effective
unless and until the last of the same shall have occurred. The time of
the Closing has been scheduled to correspond to the close of business
at the principal office of the Company and, regardless of when the last
act, delivery or confirmation of the Closing shall take place, the
transfer of the Shares shall be deemed to occur as of the close of
business at the principal office of the Company on the date of the
Closing.
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7.Miscellaneous Provisions.
7.1 Amendment and Modification. Subject to applicable law, this
Agreement may be amended, modified or supplemented only by a written
agreement signed by Buyer and Seller.
7.2 Waiver of Compliance; Consents.
(i) Any failure of any party to comply with any obligation,
covenant, agreement or condition herein may be waived by a written
waiver executed by the party entitled to the performance of such
obligation, covenant or agreement or who has the benefit of such
condition, but such waiver or failure to insist upon strict compliance
with such obligation, covenant, agreement or condition will not operate
as a waiver of or estoppel with respect to any subsequent or other
failure.
(ii) Whenever this Agreement requires or permits consent by or on
behalf of any party hereto, such consent will be given in a manner
consistent with the requirements for a waiver of compliance as set
forth above.
7.3 Notices. All notices, requests, demands, and other communications
required or permitted hereunder will be in writing and will be deemed
to have been duly given when delivered by hand or two (2) days after
being mailed by certified or registered mail, return receipt requested,
with postage prepaid:
(i) If to Buyer, Parent, Seller, or to the Company after the
Closing, to:
Enviro-Energy Corporation.
15015 S. Dunn Road
Valleyford, WA 99036
Energy Flow Management, Inc.
21316 N. Antler Ridge Lane
Colbert, WA 99005
or to such other person or address as Buyer furnishes to Seller
pursuant to the above.
(ii) If to Seller or the Company:
Attn. Cory Colvin
2121 N. Waterworks St.
Spokane, WA
or to such other person or address as Seller furnishes to Buyer
pursuant to the above.
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7.4 Assignment. This Agreement will not be assigned by a party hereto
without the prior written consent of the other party(s) hereto. No
permitted assignment will release the assignor from its obligations
hereunder. Subject to the foregoing, this Agreement and all of the
provisions hereof will be binding upon and inure to the benefit of the
parties hereto and their respective successors, assigns, heirs,
executors, and personal representatives. Nothing in this Agreement,
express or implied, is intended to confer on any person other than the
parties hereto or their respective successors, any rights, remedies,
obligations or liabilities under or by reason of this Agreement.
7.5 Governing Law. All matters with respect to this Agreement,
including but not limited to matters of validity, construction, effect
and performance, will be governed by the laws of the State of
Washington applicable to contracts made and to be performed therein
between residents thereof, regardless of the laws that might be
applicable under principles of conflicts of law.
7.6 Counterparts. This Agreement may be executed in two (2) or more
fully or partially executed counterparts, each of which will be deemed
an original binding the signer thereof against the other signing
party(s), but all counterparts together will constitute one and the
same instrument.
7.7 Certain Rules of Constructions. The provisions of this Agreement
have been examined, negotiated and revised by counsel for each party,
and no implication will be drawn against any party hereto by virtue of
the drafting of this Agreement.
7.8 Entire Agreement. This Agreement and any other document to be
furnished pursuant to the provisions hereof embody the entire agreement
and understanding of the parties hereto as to the subject matter
contained herein. There are no restrictions, promises, representations,
warranties, covenants or undertakings other than those expressly set
forth or referred to in such documents. This Agreement and such
documents supersede all prior agreements and understandings between and
among the parties with respect to the subject matter hereof.
7.9 Severability. Any term or provision of this Agreement that is
invalid or unenforceable in any jurisdiction, will 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.
7.10 Attorney Fees. If any action is brought by any party to this
Agreement to enforce or interpret its terms or provisions, the
prevailing party will be entitled to reasonable attorneys' fees and
costs incurred in connection with such action prior to and at trial and
on any appeal therefrom.
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7.11 Payment of Fees and Expenses. Each party to this Agreement will
be responsible for, and will pay, all of its own fees and expenses,
including those of its counsel and accountants, incurred in the
negotiation, preparation, and consummation of the Agreement and the
Purchase.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
SELLER
Cory Colvin
COMPANY
Colvico, Inc.
By: /s/ Cory Colvin
----------------
President
BUYER
Energy Flow Management, Inc.
By: /s/ Mike Funk
---------------
President
PARENT
Enviro-Energy Corporation
By: /s/ Galen Loven
-----------------
Chairman
- -----------------------------End of Agreement--------------------------
Item 8. Change in Fiscal Year.
Not applicable.
Page 14
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934,
THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF
BY THE UNDERSIGNED HEREUNTO DULY AUTHORIZED.
ENVIRO-ENERGY CORPORATION
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(Registrant)
/s/ Thomas Pryor
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THOMAS PRYOR
CFO & Director
DATE: February 12, 2002
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