Exhibit 2
PLAN AND AGREEMENT OF MERGER BETWEEN
CRYSTALIX GROUP INTERNATIONAL, INC.
AND
CRYSTALIX GROUP INTERNATIONAL, INC.
This Plan and Agreement of Merger is made and entered into on the 12th day of
November 2002, by and between Crystalix Group International, Inc. (Nevada) a
Corporation, hereinafter referred to as the Surviving Corporation, and Crystalix
Group International, Inc. (Florida), a Corporation, hereinafter referred to as
the Merged Corporation, and said Corporations are hereinafter sometimes referred
to jointly as the Constituent Corporations.
WITNESSETH:
WHEREAS, the Surviving Corporation is organized and exists under the laws of the
State of Nevada, having filed its Certificate of Incorporation in the Office of
the Secretary of State of the State of Nevada on November 12, 2002 and having
its registered office at 5720 X. Xxxxxxx in the City of Las Vegas; and
WHEREAS the total number of shares of stock which the Surviving Corporation has
authority to issue is 300,000,000 shares, of which 100 shares are now issued and
outstanding; and
WHEREAS, the Merged Corporation is organized and exists under the laws of the
State of Florida, its Articles of Incorporation having been filed in the office
of the Secretary of State of the State of Utah on the 22nd day of August 1989;
and
WHEREAS, the aggregate number of shares which the Merged Corporation has
authority to issue is 300,000,000 shares, of which 28,851,000 shares are issued
and outstanding; and
WHEREAS, the Board of Directors of each of the Constituent Corporations deems it
advisable that the Merged Corporation be merged into the Surviving Corporation
on the terms and conditions set forth below, in accordance with the applicable
provisions of the statutes of the States of Nevada and Florida, respectively,
which permit such merger;
THEREFORE, in consideration of the agreements, covenants and provisions set out
below, the Surviving Corporation and the Merged Corporation, by their Boards of
Directors, do hereby agree as follows:
ARTICLE I
The Surviving Corporation and the Merged Corporation shall be merged into a
single corporation, in accordance with applicable provisions of the laws of the
State of Nevada and of the State of Florida, by the Merged Corporation merging
into the Surviving Corporation, which shall be the Surviving Corporation. This
merger is done for the sole purpose of redomicile to the state of Nevada.
ARTICLE II
Upon the merger becoming effective under the laws of the States of Nevada and
Florida (such time being referred to herein as the "Effective Date of the
Merger"):
1. The two Constituent Corporations shall be a single corporation, which
shall be the Surviving Corporation, and the separate existence of the
Merged Corporation shall cease, except to the extent, if any, provided
by the laws of the State of Florida.
2. The Surviving Corporation shall thereupon possess all the rights,
privileges, immunities and franchises of the Constituent Corporations;
and all property, real and personal, and all debts due on whatever
account and every other interest belonging to or due to each of the
Constituent Corporations shall be vested in the Surviving Corporation
without further act or deed.
3. The Surviving Corporation shall be responsible and liable for all of
the liabilities and obligations of each Constituent Corporation and
all existing or pending claims, actions or proceedings by or against
the Constituent Corporations may be prosecuted to judgment as if the
merger had not taken place, or the Surviving Corporation may be
substituted in the place of the appropriate Constituent Corporation,
and neither the rights of creditors nor any liens upon the property of
the Constituent Corporations shall be impaired by the merger.
4. The Surviving Corporation hereby agrees that it may be served with
process in the State of Nevada in any proceeding for the enforcement
of any obligation of either Constituent Corporation, including those
arising from the merger, and hereby irrevocably appoints the Secretary
of State of Nevada as its agent to accept service of process in any
such suit or other proceedings, and further agrees that service of any
such process may be made by providing the Secretary of State of the
State of Nevada with duplicate copies of such process; and the
Surviving Corporation authorizes the aforesaid Secretary of State to
send such process to it by registered mail directed to its registered
office at 0000 X. Xxxxxxx Xxx. 000, Xxx Xxxxx, Xxxxxx 00000.
5. With respect to each Constituent Corporation, the aggregate amount of
net assets of each Constituent Corporation that was available to
support and pay dividends before the merger shall continue to be
available for the payment of dividends by the Surviving Corporation,
except to the extent that all or a portion of those net assets may be
transferred to the stated capital of the Surviving Corporation.
6. The Bylaws of the Merged Corporation as they existed immediately
before the effective date of merger shall be the Bylaws of the
Surviving Corporation.
7. The persons who will serve on the Board of Directors and as the
officers of the Surviving Corporation shall be the same persons who
served as directors and officers of the Merged Corporation immediately
before the effective date of the merger.
ARTICLE III
The Articles of Incorporation of the Surviving Corporation shall not be amended
in any respect by reason of this Agreement of Merger and said Articles of
Incorporation shall constitute the Articles of Incorporation of the Surviving
Corporation unless or until it is subsequently amended by the action of the
Board of Directors and shareholders; the said Articles of Incorporation are set
forth in Exhibit A attached hereto and are made a part of this Plan and
Agreement of Merger.
ARTICLE IV
The shares of the Constituent Corporations shall be converted into shares of the
Surviving Corporation in the following manner and the terms of the agreement are
as follows:
1. Each share of each Constituent Corporation shall be converted into
fully paid and non-assessable share(s) of capital stock of the
Surviving Corporation. For every 1 common share of Crystalix Group
International, Inc. (Florida) will equal 1 share of Crystalix Group
International, Inc. (Nevada) common stock
ARTICLE V
The Merged Corporation shall pay all expenses incurred for the purpose of
bringing this Agreement of Merger and the merger herein described into effect.
ARTICLE VI
If the Surviving Corporation shall have reason to request any further
assignments, conveyances or other transfers that on the advice of counsel are
necessary to vest in the Surviving Corporation title to any property or rights
of either of the Constituent Corporations, the officers and directors of the
appropriate Constituent Corporation shall execute any assignment, conveyance or
transfer to vest such property or rights in the Surviving Corporation.
ARTICLE VII
This Plan and Agreement of Merger shall be submitted to the shareholders of each
of the Constituent Corporations for consideration at a meeting of shareholders
held in accordance with the Bylaws of each Constituent Corporation and with the
laws of their state of incorporation, and upon (a) the approval by the
shareholders of each Constituent Corporation, and (b) the subsequent execution,
filing and recording of such documents shall then take effect and be the Plan of
Merger of the Constituent Corporations.
This Plan and Agreement of Merger may be abandoned by (a) either of the
Constituent Corporations by the action of its Board of Directors if such action
is taken before the Plan and Agreement of Merger has been approved by the
shareholders of the Constituent Corporation whose Board seeks abandonment, or
(b) the mutual consent of the Constituent Corporations if their respective
Boards of Directors each adopt a resolution abandoning the Plan and Agreement of
Merger before the effective date of the merger.
IN WITNESS WHEREOF, each Constituent Corporation acting by the authority set out
in resolutions adopted by its Board of Directors has directed this Plan and
Agreement of Merger to be executed by the President and attested to by the
Secretary of each Constituent Corporation.
Crystalix Group International, Inc. (Florida)
Secretary President
Xxxx Xxxxxxxx Xxxxx Xxx Xxxxx
Crystalix Group International, Inc. (Nevada)
President
Xxxxx Xxx Xxxxx
