The annual meeting of the shareholders of the corporation was held pursuant to call and notice by a majority of said directors (or pursuant to waiver of notice by all of the directors of said corporation), and said meeting was held as follows:
Date: September 15, 2005
Time: 4:00 PM
Place: The Holiday Inn, Buffalo International Airport, 4600 Genesee Street, Cheektowaga, New York 14225.
There were present the following persons:
Peter Vaisler – Officer, Director and Shareholder
Walter Martin – Director and Shareholder
Renzo Marrone – Shareholder
Aurelio Marrone – Shareholder
Richard I. Anslow, Esq., Anslow & Jaclin, LLP – Legal Counsel for Alliance Recovery Corporation
Peter Vaisler……………………… was Chairman of the meeting, and
Peter Vaisler………………….…… was Secretary of the meeting.
Peter Vaisler, acting as chairman, called the meeting to order at 4:00 P.M., September 15, 2005. Mr. Vaisler then introduced the directors of the Company who were present at the meeting, Walter Martin and himself. Mr. Vaisler also introduced Richard I. Anslow, Esq. of Anslow & Jaclin, LLP as the Company’s outside securities counsel.
Mr. Vaisler, acting as Secretary, then reported the steps taken in connection with the meeting. Mr. Vaisler demonstrated that he had a notice of meeting dated August 8, 2005 and an Affidavit of Mailing stating that copies of the Proxy Statement, proxy card, and Business Reply Envelope were mailed as of the close of Business on August 8, 2005.
Mr. Vaisler, acting as Inspector of Elections at the meeting, confirmed that a quorum was present and that the meeting would proceed.
Mr. Vaisler then advised the Shareholders in attendance that the Board of Directors set an agenda and rules governing the meeting. The agenda for the meeting was as follows:
Election of three directors
Re-election of Webb & Company, P.A. as the Company’s auditors
Approval of the Company’s going public process
Pursuant to the first agenda item, the following were announced as nominees as directors of the Company to serve until the next annual meeting of Shareholders and until their respective successors are duly elected and qualified:
Peter Vaisler
David Williams
Walter Martin
No further nominations being made, the nominations were closed and the Shareholders proceeded to vote on the nominees. All of the Shareholders present at the meeting having voted and the vote having been counted (including all proxies properly submitted to the Company), thechairman announced the aforesaid nominees had been duly elected as directors by the affirmative vote of all Shareholders of the corporation present at the meeting (including all proxies properly submitted to the Company), to serve until the next annual meeting of Shareholders and until their respective successors are duly elected and qualified.
Pursuant to the second agenda item, the Shareholders proceeded to vote on the re-election of Webb & Company, P.A. as the Company’s auditors. After no further discussion being made, all of the Shareholders present at the meeting having voted and the vote having been counted (including all proxies properly submitted to the Company), the chairman announced Webb & Company, P.A. had been duly re-elected as the Company’s auditors by the affirmative vote of all Shareholders of the Company present at the meeting (including all proxies properly submitted to the Company).
Pursuant to the third agenda item, the Shareholders proceeded to vote on the approval of the Company’s going public process. After no further discussion being made, all of the Shareholders present at the meeting having voted and the vote having been counted (including all proxies properly submitted to the Company), the chairman announced the Company’s going public process had been duly approved.
Upon closure of the polls, the meeting was adjourned.
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