FILED: 02/05/2003 CID: 1996-00310178 WY Secretary of State
Doc. ID: 2003-00446304
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION
AGREEMENT OF MERGER made the 21" day of January, 2003 between Sun Asset
Holdings, Inc., a Florida corporation, hereinafter called the Florida Company,
and a majority of the directors thereof, and Coyote Canyon Corporation, a
Wyoming corporation, hereinafter called the Wyoming Company, and a majority of
the directors thereof.
Whereas the Florida Company has an authorized capital stock consisting
of 100,000,000 shares of Common Stock, par value $0.0001 per share and 100,000
shares of Preferred Stock having a par value of $0.0001 per share, of which no
shares of Common Stock or Preferred Stock have been duly issued and are now
outstanding, and
Whereas the principal office of the Florida Company in the State of
Florida is located at 1966 N. Xxxx Xxxxx Parkway, Kissimmee, Florida 34'741 and
Xxxxxxx X. Xxxx is the resident agent in charge thereof upon whom process
against the Florida Company may be served within the State of Florida, and
Whereas the Wyoming Company has an authorized capital stock consisting
of 100,000,000 shares of Common Stock, par value $0.001 per share and no shares
of preferred stock, of which, as of January 21, 2003, 1,000,000 shares of Common
Stock were duly issued and are now outstanding, and
Whereas the Boards of Directors of the Florida Company and of the
Wyoming Company, respectively, deem it advisable and generally to the advantage
and welfare of the two corporate parties and their respective shareholders that
the Wyoming Company merge with the Florida Company under and pursuant to the
provisions of the Florida Statutes and pursuant to the provisions of the Laws of
the State of Wyoming.
Now, therefore, in consideration of the premises and of the mutual
agreements herein contained and of the mutual benefits hereby provided, it is
agreed by and between the parties hereto as follows:
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1. Merger. The Wyoming Company shall be and it hereby is merged into
fCa Florida Company.
2. Effective date. This Agreement of Merger shall become effective
immediaEW upon compliance with the laws of the States of Florida and Wyoming,
the time of such effectiveness being hereinafter called the Effective Date.
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3. Surviving corporation. The public Wyoming Company shall survive the
Merger herein contemplated, shall proceed under the name Sun Asset Holdings,
Inc., and
(a) The assets and liabilities of the Wyoming Company shall be recorded at the
amounts at which they are carried on the books of the Wyoming Company
immediately prior to the Effective Date.
(b) There shall be credited to the Capital Account the aggregate amount of the
par value per share of all of the Common Stock of the Florida Company
resulting from the conversion of the outstanding Common Shares of the
Wyoming Company.
(c) There shall be credited to the Capital Surplus Account an amount equal to
that carried on the Capital Surplus Account of the Wyoming Company, if
any, immediately prior to the Effective Date.
(d) There shall be credited to the Earned Surplus Account an amount equal to
that carried on the Earned Surplus Account of the Wyoming Company, if any,
immediately prior to the Effective Date.
9. Directors. The names and post office addresses of the first
directors of the Florida Company following the Effective Date, who shall be two
in number and who shall hold office from the Effective Date until the annual
meeting of shareholders of the Florida Company held in 2004 and until their
successors shall be elected and shall qualify, are as follows:
Name Post Office Address Xxxxxxx X.X.
Xxxxxxxx, XX 1966 N. Xxxx Xxxxx Parkway Kissimmee,
Florida 34741
Xxxxxxx X. Xxxx 1966 X. Xxxx Xxxxx Parkway Kissimmee, Florida
34741
10. Officers. The names and post office addresses of the first officers
of the Florida Company following the Effective Date, who shall be two in number
and who shall hold office from the Effective Date until their successors shall
be appointed and shall qualify or until they shall resign or be removed from
office, are as follows:
Name Office Post Office Address
Xxxxxxx X.X. Xxxxxxxx, XX President 1966 X. Xxxx Xxxxx Parkway
Kissimmee, Florida 34741
Xxxxxxx X. Xxxx Secretary & 1966 X. Xxxx Xxxxx Parkway
Treasurer Kissimmee, Florida 34741
11. Vacancies. If, upon the Effective Date, a vacancy shall exist in
the Board of Directors or in any of the offices of the Florida Company as the
same are specified above, such vacancy shall thereafter be filled in the manner
provided by law and the Bylaws of the Florida Company.
shall be governed by the laws of the State of Florida, but the separate
corporate existence of the Wyoming Company shall cease forthwith upon the
Effective Date.
4. Authorized capital. The authorized capital stock of the Florida
Company following the Effective Date shall be 100,000,000 shares of Common
Stock, par value $0.0001 per share and 100,000 shares of preferred stock having
a par value of $0.0001 per share, unless and until the same shall be changed in
accordance with the laws of the State of Florida.
5. Bylaws. The Bylaws set forth as Appendix A hereto shall be the
Bylaws of the Florida Company following the Effective Date unless and until the
same shall be amended or repealed in accordance with the provisions thereof.
6. Further assurance of title. If at any time the Florida Company shall
consider or be advised that any acknowledgments or assurances in law or other
similar actions are necessary or desirable in order to acknowledge or confirm in
and to the Florida Company any right, title, or interest of the Wyoming Company
held immediately prior to the Effective Date, the Wyoming Company and its proper
officers and directors shall and will execute and deliver all such
acknowledgments or assurances in law and do all things necessary or proper to
acknowledge or confirm such right, title, or interest in the Florida Company as
shall be necessary to carry out the purposes of this Agreement of Merger, and
the Florida Company and the proper officers and directors thereof are fully
authorized to take any and all such action in the name of the Wyoming Company or
otherwise.
7. Conversion of outstanding stock, Forthwith upon the Effective
Date, each of the issued and outstanding shares of Common Stock of the Wyoming
Company and all rights in respect thereof shall be converted into one fully paid
and nonassessable share of Common Stock of the Florida Company, and each
certificate nominally representing shares of Common Stock of the Wyoming Company
shall for all purposes be deemed to evidence the ownership of a like number of
shares of Common Stock of the Florida Company. The holders of such certificates
shall not be required immediately to surrender the same in exchange for
certificates of Common Stock of the Florida Company but, as certificates
nominally representing shares of Common Stock of the Wyoming Company are
surrendered for transfer, the Florida Company will cause to be issued
certificates representing shares of Common Stock of the Florida Company and, at
any time upon surrender by any holder of certificates nominally representing
shares of Common Stock of the Wyoming Company, the Florida Company will cause to
be issued therefore certificates for a like number of shares of Common Stock of
the Florida Company.
8. Book entries. The merger contemplated hereby shall be treated as a
pooling of interests and as of the Effective Date entries shall be made upon the
books of the Florida Company in accordance with the following:
12. Termination. This Agreement of Merger may be terminated and
abandoned by action of the Board of Directors of the Wyoming Company at any time
prior to the Effective Date, whether before or after approval by the
shareholders of the two corporate parties hereto.
In witness whereof each of the corporate parties hereto, pursuant to
authority duly granted by the Board of Directors, has caused this Agreement of
Merger to be executed by all of its directors and its corporate seal to be
hereunto affixed.
Sun Asset Holdings, Inc.
(Florida)
Corporate Seal by: /s/ Xxxxxxx X.X. Xxxxxxxx, XX,
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/s/ Xxxxxxx X. Xxxx
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(All of Its Board of Directors)
Coyote Canyon Corporation
(Wyoming)
Corporate Seal by: /s/ Xxxxxxx X.X. Xxxxxxxx, XX,
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(All of Its Board of Directors)
