UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
January 10, 2006
----------------
Date of Report (Date of earliest event reported)
ECHELON ACQUISITION CORP.
-------------------------
(Exact name of registrant as specified in its charter)
Delaware 000-50977 Not applicable
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(State or other jurisdiction of (Commission File (IRS Employer Identification
incorporation) Number) No.)
492 Andrew Avenue, Encinitas, California 92024
---------------------------------------- ------
(Address of principal executive offices) (Zip Code)
760-436-4727
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Registrant's telephone number, including area code
Not applicable
--------------
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT
(a) On January 17, 2006, Coast To Coast Financial International, Inc., a US
Virgin Islands Corporation with an address at Corporate Place, 5600 Royal Dane
Mall, St. Thomas, USVI 00802 and offices at 492 Andrew Avenue, Encinitas,
California 92024, acquired 11,500,000 restricted common shares of Echelon
Acquisition Corp. (the "Registrant") from William Tay in a private purchase
transaction. On January 19, 2006, Wang Hui acquired 11,065,600 shares from
Coast To Coast Financial International, Inc. in a private purchase transaction.
Wang Hui became the "control person" of the Registrant as that term is defined
in the Securities Act of 1933, as amended. Simultaneously with this
transaction, the Board of Directors of Echelon Acquisition Corp. nominated Wang
Hui to the Board of Directors and all former officers and directors resigned.
Wang Hui was then named President, Secretary and Treasurer of Echelon
Acquisition Corp.
Prior to the sales, the Company had 11,648,000 shares of common stock issued
and outstanding.
Copies of the Share Purchase Agreements reflecting the sales of the 11,500,000
and 11,065,600 shares are attached hereto as exhibits. The foregoing
description is modified by such reference.
(b) The following table sets forth, as of the date of this report, certain
information with respect to the Company's equity securities owned of record or
beneficially by (i) each Officer and Director of the Company; (ii) each person
who owns beneficially more than 5% of each class of the Company's outstanding
equity securities; and (iii) all Directors and Executive Officers as a group.
Name and Address of Amount and Nature of Percent of
Title of Class Beneficial Owner (1) Beneficial Ownership Class (2)
- ---------------------------------- ----------------------- -------------------- -----------
Common Stock Wang Hui 11,065,600 95.0%
2-103/105 World Trade
Mission, No. 16B
Dongsanhaunzhong Rd.,
Chaoyang District,
Beijing 100022 China
Common Stock All Officers and
Directors as a Group
(1 person) 11,065,600 95.0%
========== ===========
- --------------------------
(1) Beneficial ownership has been determined in accordance with Rule 13d-3
under the Exchange Act and unless otherwise indicated, represents
securities for which the beneficial owner has sole voting and investment
power.
(2) Based upon 11,648,000 shares issued and outstanding.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
a) On January 17, 2006, in connection with the Share Purchase Agreement
referenced in Item 5.01 above, William Tay, the Company's Director and the sole
Officer at that time, appointed B. Chris Schwartz as an additional Director.
Immediately after such appointment, Mr. Tay tendered his resignation, which the
Company then accepted, leaving B. Chris Schwartz to serve as the Company's sole
Officer and Director. Mr. Tay's resignation was in no way connected to a
disagreement with the Company regarding operations, policies or practices.
b) On January 19, 2006, in connection with the Share Purchase Agreement
referenced in Item 5.01 above, B. Chris Schwartz, the Company's Director and
the sole Officer at that time, appointed Wang Hui as an additional Director.
Immediately after such appointment, B. Chris Schwartz tendered his resignation,
which the Company then accepted, leaving Wang Hui to serve as the Company's
sole Officer and Director. B. Chris Schwartz resignation was in no way
connected to a disagreement with the Company regarding operations, policies or
practices.
ITEM 9.01 FINANCIAL STATEMENT AND EXHIBITS
(a) Financial Statements of Business Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
1.1. Share Purchase Agreement and Escrow Agreement between William Tay
and Coast To Coast Financial International, Inc., dated as of January 10, 2006.
1.2. Share Purchase Agreement between Coast To Coast Financial
International, Inc. and Wang Hui dated as of January 8, 2006.
SIGNATURES
Pursuant to the requirements of the Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned hereunto duly
authorized.
ECHELON ACQUISITION CORP.
DATE: April 10, 2006 By: /s/ Wang Hui
-------------------------------
Wang Hui
President
EXHIBIT 1.1
SHARE PURCHASE AGREEMENT
This Agreement made as of the 10th day of January, 2006 ("Agreement"), by and
between WILLIAM TAY, with an address at P.O. Box 42198, Philadelphia,
Philadelphia, PA 19101 ("Seller"), and COAST TO COAST FINANCIAL INTERNATIONAL,
INC., a United States Virgin Islands Corporation with an address at Corporate
Place, 5600 Royal Dane Mall, St. Thomas, USVI 00802 and offices at 492 Andrew
Avenue, Encinitas, California 92024 ("Purchaser") as agent for Ann Wang.
W I T N E S S E T H:
WHEREAS, Seller is the record owner and holder of 11,648,000 Common
Shares, par value $.001 par value (the "Shares"), of ECHELON ACQUISITION CORP.,
a Delaware corporation ("Corporation"), which Corporation has 11,648,000 shares
of common stock, issued and outstanding as of the date of this Agreement, as
more fully described in the attached Exhibit A.
WHEREAS, Purchaser desires to purchase 11,500,000 of the Shares from
Seller, which constitutes 98.7% of the Corporation's issued and outstanding
shares as of the date of this Agreement and Seller desires to sell such Shares
upon the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants and agreements contained in this Agreement, and in order to
consummate the purchase and sale of the Corporation's Shares, it is hereby
agreed, as follows:
1. Purchase and Sale of Shares. Subject to the terms and conditions
of this Agreement, Purchaser agrees to purchase at the Closing and the Seller
agrees to sell to Purchaser at the Closing, 11,500,000 of Seller's Shares for a
total price of Forty-Five Thousand and 00/100 Dollars ($45,000.00) (the
"Purchase Price").
2. Closing. The purchase and sale of the Shares shall take place on
January 17, 2006; at the offices of Jon Backman, Esq, attorney at law acting as
Escrow Agent with offices at 117 North Center Street, Bloomington, Illinois
61701 (which time and place are designated as the "Closing"). The Escrow Agent
shall confirm to the Seller at or prior to the signing of this Agreement that
an Escrow Account has been opened and fully funded in accordance with the
Escrow Agreement attached herewith as Exhibit B which specifies that at
Closing, the Escrow Agent shall deliver to Seller by wire transfer to an
account to be designated by Seller, the Purchase Price in the amount of Forty
Five Thousand and 00/100 Dollars ($45,000.00), and Escrow Agent shall deliver
on behalf of the Seller the following to Purchaser: (A) the certificates
representing the Shares transferred hereunder, duly endorsed for transfer to
the Purchaser or accompanied by appropriate stock powers, (B) the original of
the Certificate of Incorporation and bylaws, (C) all corporate books and
records (including all accounting records and SEC filings to date); (D)
written resignations of incumbent directors and officers of the Corporation,
and (E) a certificate of good standing from the Secretary of State of Delaware
dated no later than four days prior to closing. All such documents shall be
delivered to the Escrow Agent as called for in the Escrow Agreement by no later
than the day before Closing following notice of the completion of due diligence
of items as defined in Section 3 herewithin and confirmation of Closing which
shall be delivered to the Escrow Agent by the Purchaser and by the Seller three
days prior to Closing. Such notice date is expected to be on January 15, 2005.
The Closing shall take place the day following the receipt of the Seller's
documents if received later than January 16, 2005.
3. Representations and Warranties of Seller. Seller, as sole
director and officer of Corporation, hereby represents and warrants to
Purchaser that:
(i) Corporation is a corporation duly organized and validly existing
and in good standing under the laws of the State of Delaware and
has the corporate power and authority to carry on the business it
is now being conducted. Corporation and/or Seller do not require
any consent and/or authorization, declaration or filing with any
government or regulatory authority to undertake nay actions
herein;
(ii) Corporation has filed with the United States Securities and
Exchange Commission (`SEC") a registration statement on Form 10-SB
that became effective pursuant to the Securities Exchange Act of
1934 and is a reporting company pursuant to Section 12(g)
thereunder.
(iii) Corporation has timely filed and is current on all reports
required to be filed by it pursuant to Sections 13 and 15 of the
Securities Exchange Act of 1934.
(iv) Corporation is newly formed with no financial information
available other than the financial information included in its SEC
filings;
(v) There are no legal actions, suits, arbitrations, or other
administrative, legal or governmental proceedings threatened or
pending against the Corporation and/or Seller or against the
Seller or other employee, officer, director or stockholder of
Corporation. Additionally, Seller is not aware of any facts which
may/might result in or form a basis of such action, suit,
arbitration or other proceeding on any basis whatsoever;
(vi) The Corporation has no subsidiaries or any direct or indirect
ownership interest in any other corporation, partnership,
association, firm or business in any manner;
(vii) The Corporation and/or Seller does not have in effect nor has any
present intention to put into effect any employment agreements,
deferred compensation, pension retirement agreements or
arrangements, options arrangements, bonus, stock purchase
agreements, incentive or profit-sharing plans;
(viii)No person or firm has, or will have, any right, interest or valid
claim against the Corporation for any commission, fee or other
compensation in connection with the sale of the Shares herein as a
finder or broker or in any similar capacity as a result of any act
or omission by the Corporation and/or Seller or anyone acting on
behalf of the Corporation and/or Seller;
(ix) The business and operation of the Corporation has and will be
conducted in accordance with all applicable laws, rules,
regulations, judgments. Neither the execution, delivery or
performance of this Agreement (A) violates the Corporation's by-
laws, Articles of Incorporation, Shareholder Agreements or any
existing resolutions; and, (B) will cause the Corporation to lose
any benefit or any right or privilege it enjoys under the
Securities Act ("Act") or other applicable state securities laws;
(x) Corporation has not conducted any business and/or entered into any
agreements with third-parties;
(xi) This Agreement has been duly executed and delivered by constitutes
a valid and binding instrument, enforceable in accordance with its
terms and does not conflict with or result in a breach of or in
violation of the terms, conditions or provisions of any agreement,
mortgage, lease or other instrument or indenture to which
Corporation and/or Seller a party or by which they are bound;
(xii) Seller is the legal and beneficial owner of the Shares and has
good and marketable title thereto, free and clear of any liens,
claims, rights and encumbrances;
(xiii)Seller warrants that the Corporation being transferred shall be
transferred with no liabilities and little or no assets, and shall
defend and hold Purchaser and the Corporation harmless against any
action by any third party against either of them arising out of,
or as a consequence of, any act or omission of Seller or the
Corporation prior to, or during the closing contemplated by this
contract of sale; and,
(xiv) The information contained on Exhibit A is true and correct.
(xv) A Certificate of Good Standing by the Secretary of State of
Delaware will be delivered dated within four days of the Closing.
4. Representations and Warranties of Purchaser. Purchaser hereby
represents and warrants to Seller that:
(i) Purchaser has the power and authority to execute and deliver this
Agreement, to perform his obligations hereunder and to
consummate the transactions contemplated hereby. This
Agreement has been duly executed and delivered by Purchaser
and constitutes a valid and binding instrument, enforceable
in accordance with its terms;
(ii) The execution, delivery and performance of this Agreement is in
compliance with and does not conflict with or result in a
breach of or in violation of the terms, conditions or
provisions of any agreement, mortgage, lease or other
instrument or indenture to which Purchaser is a party or by
which Purchaser is bound;
(iii) At no time was Purchaser presented with or solicited by or through
any leaflet, public promotional meeting, television
advertisement or any other form of general solicitation or
advertising; and,
(iv) Purchaser is purchasing the Shares solely for its own account for
the purpose of investment and not with a view to, or for
sale in connection with, any distribution of any portion
thereof in violation of any applicable securities law.
(v) The Purchaser is an "accredited investor" as defined under Rule
501 under the Securities Act.
(vi) Purchaser hereby agrees that such shares are restricted pursuant
to Rule 144 and therefore subject to Rule 144 resale
requirements.
5. Mutual Covenant. The Purchaser and the Seller each agree to
hold harmless the Escrow Agent in the execution of his duties under the Escrow
Agreement and each shall use their best efforts to execute the confirmation and
complete the Closing within the time stated within this Agreement.
6. Notices. Notice shall be given by certified mail, return receipt
requested, the date of notice being deemed the date of postmarking. Notice,
unless either party has notified the other of an alternative address as
provided hereunder, shall be sent to the address as set forth herein:
Seller: William Tay
P.O. Box 42198
Philadelphia, PA 19101
Purchaser: Coast to Coast Financial
International, Inc.
B. Chris Schwartz
492 Andrew Avenue
Encinitas, California 92024
7. Governing Law. This Agreement shall be interpreted and governed
in accordance with the laws of the State of Pennsylvania. The parties herein
waive trial by jury. In the event that litigation results or arise out of this
Agreement or the performance thereof, the parties agree that the prevailing
party is entitled to reimbursement for the non-prevailing party of reasonable
attorney's fee, costs, expenses, in addition to any other relief to which the
prevailing party may be entitled.
8. Conditions to Closing. The Closing is conditioned upon the
fulfillment by the Seller of the satisfaction of the representations and
warranties made herein being true and correct in all material respects as of
the date of Closing.
9. Severability. In the event that any term, covenant, condition, or
other provision contained herein is held to be invalid, void or otherwise
unenforceable by any court of competent jurisdiction, the invalidity of any
such term, covenant, condition, provision or Agreement shall in no way affect
any other term, covenant, condition or provision or Agreement contained herein,
which shall remain in full force and effect.
10. Entire Agreement. This Agreement contains all of the terms agreed
upon by the parties with respect to the subject matter hereof. This Agreement
has been entered into after full investigation.
11. Invalidity. If any paragraph of this Agreement shall be held or
declared to be void, invalid or illegal, for any reason, by any court of
competent jurisdiction, such provision shall be ineffective but shall not in
any way invalidate or effect any other clause, Paragraph, section or part of
this Agreement.
12. Gender and Number; Section Headings. Words importing a particular
gender mean and include the other gender and words importing a singular number
mean and include the plural number and vice versa, unless the context clearly
indicated to the contrary. The section and other headings contained in this
Agreement are for reference purposes only and shall not affect the meaning or
interpretation of this Agreement.
13. Amendments. No amendments or additions to this Agreement shall be
binding unless in writing, signed by both parties, except as herein otherwise
provided.
14. Assignment. Neither party may assign this Agreement without the
express written consent of the other party. Any agreed assignment by the
Seller shall be effectuated by all the necessary corporate authorizations and
governmental and/or regulatory filings.
15. Closing Documents. Seller and Purchaser agree, at any time, to
execute, and acknowledge where appropriate, and to deliver any and all
documents/instruments, and take such further action, which may necessary to
carry out the terms, conditions, purpose and intentions of this Agreement.
This paragraph shall survive the Closing.
16. Exclusive Agreement; Amendment. This Agreement supersedes all
prior agreements or understandings among the parties with respect to its
subject matter with respect thereto and cannot be changed or terminated orally.
17. Facsimile Signatures. Execution of this Agreement and delivery of
signed copies thereof by facsimile signatures from the parties hereto or their
agents is acceptable to the parties who waive any objections or defenses based
upon lack of an original signature.
18. Publicity. Except as otherwise required by law, none of the
parties hereto shall issue any press release or make any other public
statement, in each case relating to, connected with or arising out of this
Agreement or the matters contained herein, without obtaining the prior approval
of the other to the contents and the manner of presentation and publication
thereof.
IN WITNESS WHEREOF, and intending to be legally bound, the parties
hereto have signed this Agreement by their duly authorized officers the day and
year first above written.
Coast to Coast Financial
International, Inc.
/s/ B. Chris Schwartz
-------------------------------------
By: B. Chris Schwartz
/s/ William Tay
-------------------------------------
By: William Tay
ESCROW AGREEMENT
THIS ESCROW AGREEMENT ("Agreement") is entered into this 10th day of
January 2006 by and between COAST TO COAST FINANCIAL INTERNATIONAL INC., A US
Virgin Islands Corporation (hereinafter "CtoC") as the party of the first part
and WILLIAM TAY as the party of the second part (hereinafter "WT") and JON
BACKMAN, ESQ. a licensed attorney in the State of Illinois with Illinois
attorney registration number 6196243, in his capacity as Escrow Agent
(hereinafter "Escrow Agent").
WITNESSETH:
A. CtoC is a corporation organized, existing, and in good standing
under the laws of the US Virgin Islands and is the proposed purchaser from WT
of 11,500,000 shares representing ninety-eight point seven percent (98.7%) of
the issued shares of stock of a SEC fully reporting US company called Echelon
Acquisition Corp ("Company"). Brian Schwartz is the principal officer of CtoC.
B. WT is the owner of 98.7% of the issued shares of the Company which
will be sold to CtoC pursuant to the Share Purchase Agreement attached herewith
as Exhibit A.
C. In consideration of the proposed sale of 98.7% of the issued
shares of the Company by WT to CtoC, CtoC has caused forty five thousand US
dollars (US$45,000) (hereinafter "The Funds") to be deposited in an Escrow
Account held and managed by the law offices of Jonathan A. Backman, Esq.
pursuant to the terms and conditions contained herein.
NOW, THEREFORE, in consideration of the premises and the agreements
contained herein, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties agree as follows:
1.0 The parties appoint Jonathan A. Backman, Esq. as Escrow Agent
pursuant to the provisions set forth in this Agreement and concurrent with the
execution hereof, CtoC shall cause The Funds as delivered to the Escrow Agent
to be held pursuant to the terms of this Agreement.
2.0 WT and CtoC must notify the Escrow Agent three days prior to
the projected closing date that the due diligence is complete and the
transaction is to proceed to closing. The next following business day WT shall
convey the appropriate documents as called for in the Share Purchase Agreement
to the Escrow Agent to prepare for the Closing which shall take place the day
following the Escrow Agent's receipt of all documents and records defined in
the Share Purchase Agreement.
3.0 The day following the receipt of the documents called for in the
Share Purchase Agreement, as attached as Exhibit A, and following the
notification by CtoC and WT that a closing is to commence, The Escrow agent
shall then concurrently pay forty-five thousand US dollars (US$45,000) of The
Funds to WT by wire transfer to an account identified by WT and release the
shares and corporate records to CtoC which shall then be declared the "Closing"
and after which WT releases any claim to ownership of the 11,500,000 shares of
Echelon Acquisition Corp conveyed to CtoC.
4.0 All notices required, permitted or otherwise sent in connection with
this Escrow Agreement shall be in writing and by express mail either DHL or
FEDEX, return receipt requested, to the parties at the following addresses
within three business days of the notice being sent by fax or electronic
communication:
Coast to Coast Financial International, Inc.
C/O B. Chris Schwartz
492 Andrew Avenue
Encinitas, Ca 92024
Phone: (760) 274-536 Fax: (760) 436-4727
brianschwartzc2c@hotmail.com
William Tay
As an Individual
P.O. Box 42198,
Philadelphia, PA 19101
Phone: Fax:
Escrow Agent: Jonathan A Backman, Esq
Law Office of Jonathan A. Backman
117 North Center Street
Bloomington, IL 61701
Phone: (309) 820-7420
Fax: (309) 820.7430
Email address: jbackman@backlWToffice.com
Any notice or request for any action under the escrow agreement shall be
made to Jonathan A. Backman, Esq. and Andy Gu, Esq. Any notice which is
hand delivered shall be effective upon the date it is hand delivered.
Any notice sent by DHL or FEDEX shall be effective on the date it is
collected by DHL or FedEx following a fax or electronic communication of
the notice with acknowledged receipt. Notices sent by fax or electronic
communication shall be considered valid and true if followed by a
written communication as defined above.
6.0 It is expressly understood that Escrow Agent acts hereunder as a
depository only and it shall not be responsible or liable in any manner
whatsoever for the sufficiency, correctness, genuineness, or validity of any
instrument deposited with it or for the form of execution of any such
instruments or for the identity, authority or rights of any parties executing
or depositing the same.
7.0 The parties hereto agree to indemnify and hold harmless Escrow
Agent against loss, liability, costs, claims, damages, demands, actions, causes
of action, and suits arising out of or in any manner related to Escrow Agent
acting as the depository, including but not limited to attorney's fees and
court costs, excluding however the gross negligence of Escrow Agent in its
actions under this Agreement.
8.0 Escrow Agent shall not be required to take notice of any default
by any of the parties hereto or to take any action with respect to such default
which, in its opinion, involves any actual or potential expense or liability to
it unless notice in writing of such default is given to it and it is
indemnified in advance in a manner satisfactory to it against such expense or
liability. The Escrow Agent shall not be under any obligation to take any legal
action in connection with this Agreement or for its enforcement or to appear
in, prosecute or defend any action or legal proceeding, which, in its opinion,
would or might involve it in any cost, expense, loss or liability, unless, and
as often as reasonably required by it, the Escrow Agent shall be furnished with
security and indemnity satisfactory to it against all such costs, expenses,
loss or liability. The Escrow Agent shall not be held liable for payments made
if there is a delay or administrative failure in the receipt of any notice of
termination.
9.0 The Escrow Agent shall incur no liability in acting upon any
signature, notice, request, waiver, consent, receipt of other paper or document
believed by it to be genuine, and it may assume that any person purporting to
give it any notice or advice in accordance with the provisions hereof has been
duly authorized to do so, and the undersigned hereby jointly and severally
indemnify and agree to hold and save the Escrow Agent harmless from and against
any and all loss, damage, cost or expense it may suffer or incur as depository
hereunder, unless caused by its willful refusal or willful failure to act
pursuant to the terms hereof.
10.0 Escrow Agent shall not be bound by or charged with notice of any
transfer or assignment of any interest herein or in the subject matter hereof,
in whole or in part, made by any of the parties hereto, or their successors or
assigns, until written notice thereof is delivered to him and the other parties
hereto is obtained.
11.0 This Agreement may not be changed or modified except with the
joint written authorization of the parties hereto and the Escrow Agent as
depository.
12.0 This Agreement shall be binding upon and shall inure to
the benefit of the parties hereto, their respective successors, legal
representatives, and assigns and supersedes all previous Escrow Agreements.
This Agreement may be in counterparts and may be executed and delivered by
facsimile transmission.
13.0 This Agreement shall be governed by and construed in
accordance with the laws of the State of Illinois.
1.0 The Escrow Account shall be held at:
Heartland Bank and Trust
201 Main Street
Bloomington, IL 61701
Routing Number: 071112066
Account Number: 11000213 (Trust Savings Account)
Account Name: Jonathan A. Backman LWT Firm
IN WITNESS WHEREOF, the parties have executed this Agreement effective
the date first above written.
_____________________________________
William Tay
Dated: _______________________________
________________________________________
Brian Schwartz on behalf of Coast to Coast Financial
International, Inc.
Dated: January 10, 2006
_____________________________________
Jonathan A Backman, Esq. as Trustee
Dated: _______________________________
EXHIBIT 1.2
SHARE PURCHASE AGREEMENT
This Agreement made as of the 8th day of January, 2006 ("Share Purchase
Agreement" or "SPA"), by and between COAST TO COAST FINANCIAL INTERNATIONAL,
INC., a United States Virgin Islands Corporation with an address at Corporate
Place, 5600 Royal Dane Mall, St. Thomas, USVI 00802 and offices at 492 Andrew
Avenue, Encinitas, California 92024 ("Seller") and HUI WANG, a Chinese national
with an address at 2-103/105 World Trade Mission, No. 16B Dongsanhaunzhong
Rd.,Chaoyang District, Beijing 100022 China ("Purchaser").
W I T N E S S E T H:
WHEREAS, Seller is the record owner and holder of 11,496,000 Common
Shares, par value $.001 par value (the "Shares"), of ECHELON ACQUISITION CORP.,
a Delaware corporation ("Corporation"), which Corporation has 11,648,000 shares
of common stock, issued and outstanding as of the date of this SPA, as more
fully described in the attached Exhibit A.
WHEREAS, Purchaser desires to purchase 11,065,600 of the Shares from
Seller, which constitutes 95.0% of the Corporation's issued and outstanding
shares as of the date of this SPA and at Closing and Seller desires to sell
such Shares upon the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants and agreements contained in this SPA, and in order to consummate the
purchase and sale of the Corporation's Shares, it is hereby agreed, as follows:
1. Purchase and Sale of Shares. Subject to the terms and conditions
of this Share Purchase Agreement, Purchaser agrees to purchase at the Closing
and the Seller agrees to sell to Purchaser at the Closing, 11,065,600 of
Seller's Shares for a total price of One Hundred Eighty Thousand and 00/100
Dollars ($180,000.00) (the "Purchase Price").
2. Closing. The purchase and sale of the Shares shall take place on
January 17, 2006; at the offices of Jon Backman, Esq, attorney at law acting as
Escrow Agent with offices at 117 North Center Street, Bloomington, Illinois
61701 (which time and place are designated as the "Closing"). The Escrow Agent
shall confirm to the Seller at the signing of this SPA that an Escrow Account
has been opened and fully funded and instructions have been issued that at
Closing, the Escrow Agent shall deliver to Seller by wire transfer to an
account to be designated by Seller the amount of One Hundred Sixty-Five
Thousand Dollars and 00/100 ($165,000.00), and maintain a retainer of Fifteen
Thousand Dollars and 00/100 ($15,000.00) to be reserved for Baxter & Lewis, and
the Escrow Agent shall deliver on behalf of the Seller the following to
Purchaser: (A) the certificates representing the Shares transferred hereunder,
duly endorsed for transfer to the Purchaser or accompanied by appropriate stock
powers, (B) the original of the Certificate of Incorporation and bylaws, (C)
all corporate books and records (including all accounting records and SEC
filings to date); and (D) written resignations of incumbent directors and
officers of the Corporation. All such documents shall be delivered to the
Escrow Agent by the Seller by no later than the day before Closing. Such
delivery shall follow the completion of due diligence and expiration of the due
diligence period which shall be at midnight Pacific Standard Time on January
15, 2006 which represents seven days from the date of this Share Purchase
Agreement ("the Record Date"). The Closing shall take place the day following
the receipt of the Seller's documents if received later than January 16, 2005.
3. Representations and Warranties of Seller. Seller, as sole
director and officer of Corporation, hereby represents and warrants to
Purchaser that:
(i) Corporation is a corporation duly organized and validly existing
and in good standing under the laws of the State of Delaware and
has the corporate power and authority to carry on the business it
is now being conducted. Corporation and/or Seller do not require
any consent and/or authorization, declaration or filing with any
government or regulatory authority to undertake any actions
herein;
(ii) Corporation has filed with the United States Securities and
Exchange Commission (`SEC") a registration statement on Form 10-SB
that became effective pursuant to the Securities Exchange Act of
1934 and is a reporting company pursuant to Section 12(g)
thereunder.
(iii) Corporation has timely filed and is current on all reports
required to be filed by it pursuant to Sections 13 and 15 of the
Securities Exchange Act of 1934.
(iv) Corporation is newly formed with no financial information
available other than the financial information included in its SEC
filings;
(v) There are no legal actions, suits, arbitrations, or other
administrative, legal or governmental proceedings threatened or
pending against the Corporation and/or Seller or against the
Seller or other employee, officer, director or stockholder of
Corporation. Additionally, Seller is not aware of any facts which
may/might result in or form a basis of such action, suit,
arbitration or other proceeding on any basis whatsoever;
(vi) The Corporation has no subsidiaries or any direct or indirect
ownership interest in any other corporation, partnership,
association, firm or business in any manner;
(vii) The Corporation and/or Seller does not have in effect nor has any
present intention to put into effect any employment agreements,
deferred compensation, pension retirement agreements or
arrangements, options arrangements, bonus, stock purchase
agreements, incentive or profit-sharing plans;
(viii)No person or firm has, or will have, any right, interest or valid
claim against the Corporation for any commission, fee or other
compensation in connection with the sale of the Shares herein as a
finder or broker or in any similar capacity as a result of any act
or omission by the Corporation and/or Seller or anyone acting on
behalf of the Corporation and/or Seller;
(ix) The business and operation of the Corporation has and will be
conducted in accordance with all applicable laws, rules,
regulations, judgments. Neither the execution, delivery or
performance of this Agreement (A) violates the Corporation's by-
laws, Articles of Incorporation, Shareholder Agreements or any
existing resolutions; and, (B) will cause the Corporation to lose
any benefit or any right or privilege it enjoys under the
Securities Act ("Act") or other applicable state securities laws;
(x) Corporation has not conducted any business and/or entered into any
agreements with third-parties;
(xi) This Share Purchase Agreement has been duly executed and delivered
by constitutes a valid and binding instrument, enforceable in
accordance with its terms and does not conflict with or result in
a breach of or in violation of the terms, conditions or provisions
of any agreement, mortgage, lease or other instrument or indenture
to which Corporation and/or Seller a party or by which they are
bound;
(xii) Seller is the legal and beneficial owner of the Shares and has
good and marketable title thereto, free and clear of any liens,
claims, rights and encumbrances;
(xiii)Seller warrants that the Corporation being transferred shall be
transferred with no liabilities and little or no assets, and shall
defend and hold Purchaser and the Corporation harmless against any
action by any third party against either of them arising out of,
or as a consequence of, any act or omission of Seller or the
Corporation prior to, or during the closing contemplated by this
contract of sale; and,
(xiv) The information contained on Exhibit A is true and correct.
4. Representations and Warranties of Purchaser. Purchaser hereby
represents and warrants to Seller that:
(i) Purchaser has the power and authority to execute and deliver this
Share Purchase Agreement, to perform her obligations
hereunder and to consummate the transactions contemplated
hereby. This Agreement has been duly executed and delivered
by Purchaser and constitutes a valid and binding
instrument, enforceable in accordance with its terms;
(ii) The execution, delivery and performance of this Agreement is in
compliance with and does not conflict with or result in a
breach of or in violation of the terms, conditions or
provisions of any agreement, mortgage, lease or other
instrument or indenture to which Purchaser is a party or by
which Purchaser is bound;
(iii) At no time was Purchaser presented with or solicited by or through
any leaflet, public promotional meeting, television
advertisement or any other form of general solicitation or
advertising; and,
(iv) Purchaser is purchasing the Shares solely for its own account for
the purpose of investment and not with a view to, or for
sale in connection with, any distribution of any portion
thereof in violation of any applicable securities law.
(v) The Purchaser is an "accredited investor" as defined under Rule
501 under the Securities Act.
(vi) Purchaser hereby agrees that such shares are restricted pursuant
to Rule 144 and therefore subject to Rule 144 resale
requirements.
5. Mutual Covenant. The Purchaser and the Seller each agree to
hold harmless the Escrow Agent in the execution of his duties and each of
Purchaser and Seller hereby covenant to the other to use their best efforts to
complete due diligence by January 15, 2006 and complete the Closing on January
17, 2006 unless material issues are found that contravene Section 3 herewithin.
6. Notices. Notice shall be given by certified mail, return receipt
requested, the date of notice being deemed the date of postmarking. Notice,
unless either party has notified the other of an alternative address as
provided hereunder, shall be sent to the address as set forth herein:
Seller: Coast to Coast Financial
International, Inc.
B. Chris Schwartz
492 Andrew Avenue
Encinitas, California 92024
Purchaser: Hui Wang
2-103/105 World Trade Mission
No. 16B Dongsanhaunzhong Rd.
Chaoyang District
Beijing 100022 China
7. Governing Law. This SPA shall be interpreted and governed in
accordance with the laws of the State of Illinois. The parties herein waive
trial by jury. In the event that litigation results or arise out of this SPA
or the performance thereof, the parties agree that the prevailing party is
entitled to reimbursement for the non-prevailing party of reasonable attorney's
fee, costs, expenses, in addition to any other relief to which the prevailing
party may be entitled.
8. Conditions to Closing. The Closing is conditioned upon the
fulfillment by the Seller of the satisfaction of the representations and
warranties made herein being true and correct in all material respects and
verification by the Escrow Agent that CtoC is the record owner of the
Corporation as of the date of Closing.
9. Severability. In the event that any term, covenant, condition, or
other provision contained herein is held to be invalid, void or otherwise
unenforceable by any court of competent jurisdiction, the invalidity of any
such term, covenant, condition, provision within this SPA shall in no way
affect any other term, covenant, condition or provision contained herein, which
shall remain in full force and effect.
10. Entire Agreement. This Share Purchase Agreement contains all of
the terms agreed upon by the parties with respect to the subject matter hereof.
This Agreement has been entered into after full investigation.
11. Invalidity. If any paragraph of this SPA shall be held or
declared to be void, invalid or illegal, for any reason, by any court of
competent jurisdiction, such provision shall be ineffective but shall not in
any way invalidate or affect any other clause, Paragraph, section or part of
this SPA.
12. Gender and Number; Section Headings. Words importing a particular
gender mean and include the other gender and words importing a singular number
mean and include the plural number and vice versa, unless the context clearly
indicated to the contrary. The section and other headings contained in this
Agreement are for reference purposes only and shall not affect the meaning or
interpretation of this Agreement.
13. Amendments. No amendments or additions to this Agreement shall be
binding unless in writing, signed by both parties, except as herein otherwise
provided.
14. Assignment. Neither party may assign this SPA without the express
written consent of the other party. Any agreed assignment by the Seller shall
be effectuated by all the necessary corporate authorizations and governmental
and/or regulatory filings.
15. Closing Documents. Seller and Purchaser agree, at any time, to
execute, and acknowledge where appropriate, and to deliver any and all
documents/instruments, and take such further action, which may necessary to
carry out the terms, conditions, purpose and intentions of this SPA. This
paragraph shall survive the Closing.
16. Exclusive Agreement; Amendment. This SPA supersedes all prior
agreements or understandings among the parties with respect to its subject
matter with respect thereto and cannot be changed or terminated orally.
17. Facsimile or Electronic Scanned Signatures. Execution of this SPA
and delivery of signed copies thereof by facsimile signatures or by an
electronically scanned signed copy of this SPA from the parties hereto or their
agents is acceptable to the parties who waive any objections or defenses based
upon lack of an original signature.
18. Publicity. Except as otherwise required by law, none of the
parties hereto shall issue any press release or make any other public
statement, in each case relating to, connected with or arising out of this
Agreement or the matters contained herein, without obtaining the prior approval
of the other to the contents and the manner of presentation and publication
thereof.
IN WITNESS WHEREOF, and intending to be legally bound, the parties
hereto have signed this Agreement by their duly authorized officers the day and
year first above written.
COAST TO COAST FINANCIAL INTERNATIONAL, INC.
/s/ B. Chris Schwartz
-------------------------------------
By: B. Chris Schwartz
/s/ Hui Wang
-------------------------------------
By: Hui Wang