ACQUISITION AGREEMENT
This Agreement and Plan of Reorganization is made and entered into this 25 day
of May 2001 by and between Triad Industries, Inc., a Nevada Corporation and
hereinafter referred to as Triad and Corporate Capital Formation, Inc., a Nevada
Corporation, hereinafter referred to as CCF.
RECITALS
A. Triad Industries, Inc., is a publicly held Nevada Corporation whose assets
and liabilities are set forth in exhibit A attached hereto.
B. Corporate Capital Formation is a Nevada Corporation engaging in the resident
agent and financial services sector.
C. The parties believe it to be in their mutual best interest for Triad to
acquire 100% for the outstanding common stock of CCF from its shareholders in
exchange for common voting stock.
D. The parties desire to formalize the acquisition of CCF by Triad on a stock
for stock basis.
NOW THEREFORE, IN CONSIDERATION OF THEIR MUTAL PROMISES AND COVENANTS SET FORTH
HEREINAFTER, THE PARTIES AGREE AS FOLLOWS:
1. Agreement: Triad will acquire 100% of the issued and outstanding stock of
CCF, pursuant to the terms and conditions set forth hereunder.
2. Exchange: Upon closing, Triad will cause to issue and deliver to the
shareholders of CCF 900,000 shares of common stock, par value $.001, in exchange
for all the common stock outstanding of CCF, viz., 100,000 shares.
3. Business Purpose: CCF will become a wholly owned subsidiary of Triad in order
to expand its financial service operations
4. Exempt Transaction: All parties acknowledge and agree that any transfer of
securities pursuant to this Agreement will constitute an exempt isolated
transaction and that the securities received in such transfer or exchange shall
not be registered under Federal or State securities law.
5. Transfer of Securities: The parties acknowledge that the Board of Directors
of Triad and the Board of Directors and shareholders of CCF have approved the
terms and conditions of this agreement and exchange of stock.
6. Unregistered Securities: CCF is aware and acknowledges that the shares of
Triad to be issued to CCF will be unregistered securities and may not be freely
transferred by the shareholders of CCF unless subsequently registered or an
exemption from registration is available. The certificate representing the
shares issued has not been registered and cannot be transferred unless
subsequently registered or an exemption from registration is available.
7. Default: In the event that any party defaults in performing any of its duties
or obligations under the Agreement the party responsible for such default shall
pay all costs incurred by the other party in enforcing its rights under the
Agreement or in obtaining damages for such defaults, including cost of court and
reasonable attorney fees, whether incurred through legal action or otherwise and
whether incurred before or after judgment.
8. Notices: Any notices or correspondence required or permitted to be given
under this Agreement may be given personally to an individual party or to an
officer of registered agent of a corporate party or may be given by depositing
such notice or correspondence in the U.S. mail, postage prepaid, certified or
registered, return receipt requested, addressed to the party at the following
address:
Triad Industries, Inc.
00000 X. Xxxxxxxx Xxxxx Xxxxx 000
Xxx Xxxxx, XX 00000
Corporate Capital Formation, Inc.
0000 Xxxxx Xxxxxx Xxx, Xxxxx 000
Xxx Xxxxx, XX 00000
Any notice by mail shall be deemed to be delivered on the date such notice is
deposited in the U.S. mail. Any party may change its address for purposes of the
Agreement by giving written notice to the other party as provided above.
9. Board of Directors: Triad will appoint one (1) director to the existing board
of CCF.
10. Binding: This Agreement shall be binding upon the parties hereto and upon
their respective their, representatives, successors and assigns.
11. Governing Law: This Agreement shall be governed by and construed under the
laws of the State of Nevada.
12. Authority: The officers executing this Agreement in behalf of corporate
parties represent that they have been authorized to execute this Agreement
pursuant to resolutions of the Board of Directors of their respective
corporations.
13. This Agreement may be signed in counterpart.
IN WITNESS WHEREOF, the parties have executed this Agreement and Plan of
Reorganization as of the day and year first written above.
Triad Industries, Inc. Corporate Capital Formation, Inc.
/S/ Xxxx XxXxxx /S/ Xxxxx Xxxxx
President President
/S/ Xxxxxxx Xxxxxxxx /S/ Xxxxx X. Xxxxxxx
Secretary Secretary
EXHIBITS
Financial Statements of Triad Industries, Inc.
Financial Statements of Corporate Capital Formation, Inc.
CERTIFICATE
OF
TRIAD INDUSTRIES, INC..
The undersigned, _Gary DeGano__and Xxxxxxx Xxxxxxxx hereby certify that
they are the President and Secretary respectively, Triad Industries, Inc., a
Nevada corporation (TRIAD) and further certify as follows:
1. That the majority of the Board of Directors of TRIAD, have approved the
Acquisition Agreement dated, May 25, 2001.
2. Agree to the issuance of 900,000 shares of common stock in exchange for 100%
of the common stock of Corporate Capital Formation, Inc.
IN WITNESS WHEREOF, the undersigned have hereunto set their hands as of
this 25th day of May, 2001.
TRIAD INDUSTRIES, INC.
By: /S/ Xxxx XxXxxx
Xxxx XxXxxx, President
By:/S/ Xxxxxxx Xxxxxxxx
Xxxxxxx Xxxxxxxx, Secretary
CERTIFICATE
OF
CORPORATE CAPITAL FORMATION, INC.
The undersigned, Xxxxx Xxxxx and Xxxxx X. Xxxxxxx hereby certify that they
are the President and Secretary respectively, Corporate Capital Formation, Inc.,
a Nevada corporation (CCF) and further certify as follows:
1. That the majority of the Board of Directors of Corporate Capital
Formation, Inc., approved the Acquisition Agreement dated, May 25, 2001.
2. 100% of the shareholders of 100,000 shares of common stock approved the
acquisition by consent, which is attached hereto and made a part hereof.
IN WITNESS WHEREOF, the undersigned have hereunto set their hands as of
this 25th day of May, 2001.
CORPORATE CAPITAL FORMATION, INC.
By: /S/ Xxxxx Xxxxx
Xxxxx Xxxxx, President
By: /S/ Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx, Secretary
