Attached files
file | filename |
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8-K - ENIGMA-BULWARK, LTD | kecosysmaster.htm |
EX-2 - ENIGMA-BULWARK, LTD | scheduleaegctcompletefinal.htm |
EX-1 - ENIGMA-BULWARK, LTD | exhibit11seaecosys-amzomaste.htm |
EX-3 - ENIGMA-BULWARK, LTD | scheduleb-ecologicsystemsinc.htm |
Schedule C-1(a)(b)
Amazonas Florestal, Inc.: Common Stockholders & Directors and Directors
|
Beneficial Ownership Number of Shares |
Beneficial Ownership Percentage Owned | |||||
|
Name |
Age |
Position |
Before Closing |
After Closing |
Before Closing |
After Closing |
|
Michael Ibar |
35 |
President/CEO/CFO |
1,200,000 |
4,200,000 |
6% |
5.83% |
|
Reny De Oliveira |
56 |
Vice President/Director1 |
3,200,000 |
11,200,000 |
16% |
15.55% |
|
Pedro De Oliveira Sa |
34 |
Vice President/Director1 |
3,200,000 |
11,200,000 |
16% |
15.55% |
|
Keitiane Da Gama Silva |
26 |
Secretary/Treasurer/Director1 |
3,200,000 |
11,200,000 |
16% |
15.55% |
|
Candido Ibar |
67 |
Director1 |
5,200,000 |
18,200,000 |
26% |
25..7% |
|
Stephen Wayner |
67 |
Director1 |
N/A2 |
N/A2 |
N/A2 |
N/A2 |
|
Ricardo Cortez |
47 |
Director1 |
3,200,000 |
11,200,000 |
16% |
15.55% |
1 First Directorship of a reporting company 2 Less than 5% of the outstanding common stock | |||||||
Schedule C-1(c)
Amazonas Florestal, Inc.: Secretary Certificate
Schedule C-1(d)
Amazonas Florestal, Inc.: Articles of Incorporation & By Laws
Documentation attached as “Schedule C-1(d)”
Schedule C-1 (e)
AMZO Shareholder Approval and Consent
AMAZONAS FLORESTAL, INC.
(a Florida corporation)
ACTION OF THE HOLDERS OF A MAJORITY OF THE OUTSTANDING
COMMON STOCK
WITHOUT A MEETING BY WRITTEN CONSENT
March 5, 2012
The undersigning being a shareholding a majority of the outstanding Common Stock of Amazonas Florestal, Inc., a Florida corporation (the “Company”), do hereby consent and approve the following resolutions on this Fifth day of March, 2012
Approval by the Holders of a Majority of the Outstanding Common Stock
RESOLVED, the undersigned shareholders have approved Share Exchange Agreement w/ Ecologic Transportation, Inc. and there wholly owned subsidiary Ecologic Systems, Inc.; it was further
RESOLVED, The Share Exchange Agreement and all accompanying disclosures and attachments were presented to the meeting and hereby approved and adopted and annexed; it was further
General Authorization
RESOLVED, that the President such other officers as he may designate are hereby authorized, empowered and directed to take any and all action necessary or desirable to carry out the provisions of said Agreements.
The undersigned shareholders of this Company hereby affix their signature to this Action of the Board of Directors in their capacity as a of majority shareholders.
{Signatures Appear On Following Page / Remainder of Page Intentionally Left Blank}
The undersigned being the Majority Shareholders of Common Stock in Amazonas Florestal, Inc. (a Florida Corporation).
By: /s/ Michael Ibar
Michael Ibar
CEO& President
By: /s/ Candido Ibar
Candido Ibar
By: /s/ Keitiane Da Gama Silva
Keitiane Da Gama Silva
By: /s/ Stephen Wayner
Stephen A. Wayner
By: /s/ Ricardo Cortez
Ricardo Cortez
By: /s/ Reny De Oliveira
Reny De Oliveira
By: /s/ Pedro De Oliveira Sa
Pedro De Oliveira Sa
By: /s/ Aitor Arrieta
Aitor Arrieta
Schedule C-2
Amazonas Florestal, Inc. Current Liabilities:
As of the date of the Agreement, Amazonas Forestal, Ltda. has the following liabilities:
1. Taxes payable of $7,714 representing property taxes owed to the Recieta Federal/ Federal government for the land Fazenda Jaturana
2. Forest Management Fees Payable of $80,414 representing monies owed to Jander Lucio de Souza Cruz and Franco dos Santos Yamane for the purchase of two Forest Management Plans/Timber Projects.
Schedule C-3
Amazonas Florestal, Inc. : Leases, Subleases, and other Claims
AMZO has no subleases, claims, capital expenditures, or other property interests with the exception of the property described in the Appraisal, with an appraised value of $46,983,989.
Schedule C-4
Amazonas Florestal, Inc. Material Contracts:
As of the date of the Agreement, AMZO had no material contracts.
Schedule C-5
Amazonas Florestal, Inc. Financial Statements:
AMAZONAS FLORESTAL INC. |
| ||||||||||
BALANCE SHEETS |
| ||||||||||
| |||||||||||
|
December 31, |
December 31, |
| ||||||||
2011 |
2010 |
| |||||||||
ASSETS |
|||||||||||
Current Assets |
| ||||||||||
Cash |
$ |
2,495 |
$ |
- |
| ||||||
Accounts receivable |
42,898 |
- |
| ||||||||
Total Current Assets |
45,393 |
- |
| ||||||||
| |||||||||||
Non-Current Assets |
| ||||||||||
Inventory |
195,519 |
195,519 |
| ||||||||
Land |
46,983,989 |
46,983,989 |
| ||||||||
Total Non-Current Assets |
47,179,508 |
47,179,508 |
| ||||||||
TOTAL ASSETS |
$ |
47,224,901 |
$ |
47,179,508 |
| ||||||
| |||||||||||
LIABILITIES AND STOCKHOLDERS' EQUITY |
| ||||||||||
Liabilities |
| ||||||||||
Fees Payable |
$ |
- |
$ |
7,700 |
| ||||||
Due to Shareholder |
- |
9,928 |
| ||||||||
Taxes Payable |
7,714 |
- |
| ||||||||
Forest Management Rights Payable |
80,414 |
90,000 |
| ||||||||
Total Liabilities |
88,128 |
107,628 |
| ||||||||
| |||||||||||
Stockholders' Equity |
| ||||||||||
Common stock; 20,000,000 authorized, no par value; zero and 20,000,000 issued and outstanding as of December 31, 2010 and 2011 |
100,000 |
- |
| ||||||||
Additional Paid In Capital |
46,983,989 |
46,983,989 |
| ||||||||
Retained Earnings |
52,784 |
87,891 |
| ||||||||
Total Stockholder’s Equity |
47,136,773 |
47,071,880 |
| ||||||||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY |
$ |
47,224,901 |
$ |
47,179,508 |
| ||||||
AMAZONAS FLORESTAL INC. |
| |||||
STATEMENTS OF OPERATIONS |
| |||||
|
||||||
December 31, |
December 31, | |||||
|
2011 |
2010 | ||||
|
|
|
| |||
Revenue |
$ |
71,563 |
$ |
- | ||
Cost of goods sold |
57,682 |
- | ||||
Net income from operations |
13,881 |
- | ||||
General and administrative expenses |
58,574 |
17,628 | ||||
Operating income (loss) |
(35,107) |
(17,628) | ||||
Other Income |
||||||
Gain on purchase of projects |
- |
105,519 | ||||
Translation gain on payable |
9,586 |
- | ||||
Total Other Income |
|
9,586 |
|
105,519 | ||
Net (loss) |
$ |
- |
$ |
(35,107) | ||
|
|
| ||||
Net (loss) per common share - basic and diluted |
$ |
(0.00) |
$ |
(0.00) | ||
Weighted average common shares outstanding - |
|
20,000,000 |
|
20,000,000 | ||
Schedule C-7
Amazonas Florestal, Inc. Accounts Receivable:
As of the date of the Agreement, AMZO had accounts receivable of $42,898, due from a single customer.
Schedule C-8
Amazonas Florestal, Inc. Current Inventory:
As of the date of the Agreement, AMZO had the following inventory, stated at lower of cost or net realizable value:
Semi-hard wood |
|
$ |
80,163 |
|
|
|
Hardwood |
|
|
115,356 |
|
|
|
|
|
|
| |||
|
$ |
195,519 |
|
|
|
Schedule C-9
Amazonas Florestal, Inc. Capital Expenditures and Property Interests:
AMZO has no capital expenditures or other property interests, with the exception of the following:
1. Land with an appraised value of $46,983,989 (see SCHEDULE C-10(b) Appraisal of Property Interest)
Schedule C-10
Amazonas Florestal, Inc. Appraisal of Property Interests:
Property, plant, and equipment at December 31 consisted of the following:
|
Range of |
|
|
2011 |
|
|
| |||
Land |
|
|
N/A |
|
|
$ |
46,983,989 |
|
|
|
|
|
$ |
46,983,989 |
|
|
| ||||
|
|
|
|
|
|
|
Fazenda Jatuarana is a rural forest property of 36,481.629 hectares located in the municipality of Apui, 260 nautical miles south-south east of the City of Manaus, capital of the state of Amazonas in Brazil. Title was rendered by all of the pertinent authorities to the previous owners in compliance with law no 1826 of the Brazilian Civil Code and published in the Diario Oficial, as required by such law on the 30th of December, 1987, under article number 26,391 on that date. The property is located at the geographical coordinates from point F-8A, at Latitude 07.31’04, 18468 South and Longitude 60,32’12,36491” WGr, with flat coordinates UTM 771.837,95 East and 9.168,238,55 North. The property is inscribed registered in the State Land Office under Protocol 409028, with Registry number 399638 Lv8, effective through seal number AG030633 and digital verifier 7E3-6084-2080-DCO7, in the name of AMAZONAS FORESTAL INC.
Schedule C-11
Amazonas Florestal, Inc. New Liabilities:
AMZO has incurred no new liabilities through the Closing Date.
However, after the Closing Date and during the Escrow Period and thereafter, AMZO will continue to incur liabilities in the ordinary course of business, and in connection with the Agreement and residual matters relating thereto (including legal fees).
Schedule C-12
Amazonas Florestal, Inc. Regulatory Good Standing Issues:
AMZO is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized and has the requisite power and authority to carry on its business as now being conducted. AMZO has no regulatory good standing issues.
Schedule C-13
Amazonas Florestal, Inc. Insurance:
AMZO does not currently maintain any insurance policies.
Schedule C-14
Amazonas Florestal, Inc. Litigation; Governmental Investigations:
There is no material Legal Proceeding or Order (a) pending or, to the knowledge of any of AMZO, threatened or anticipated against or affecting AMZO, its assets or business); (b) that challenges or that may have the effect of preventing, making illegal, delaying or otherwise interfering with any of the Transactions; or (c) related to AMZO’s business or AMZO’s assets. To the knowledge of AMZO, there is no reasonable basis for any such Legal Proceeding or Order.