EXHIBIT 2.3
ARTICLES OF EXCHANGE
BY AND BETWEEN
AUTOCAPITAL
(A Nevada Corporation)
AND
ELECTRONIC SECURITY SOLUTIONS, INC.
(A Texas Corporation)
THESE ARTICLES OF EXCHANGE dated this 23rd day of October, 1998, by and
between AUTOCAPITAL, a Nevada Corporation (hereinafter referred to as
"AUTOCAPITAL"), and ELECTRONIC SECURITY SOLUTIONS, INC., a Texas Corporation
(hereinafter referred to as "ELECTRONIC SECURITY SOLUTIONS"), and their
respective Directors and Officers.
WHEREAS, AUTOCAPITAL has an aggregate number of authorized shares of
capital stock being 25,000,000 shares, consisting of 20,000,000 shares of Common
Stock, $0.001 par value, of which 2,000,000 shares are fully paid, issued and
outstanding on the books of the Corporation (pre-exchange), and 5,000,000 shares
of preferred stock, $0.001 par value, of which no shares are issued and
outstanding; and
WHEREAS, ELECTRONIC SECURITY SOLUTIONS has an aggregate number of
authorized shares of capital stock being a single class, common stock without
series, consisting of 1,000,000 shares, without par value, of which 510,000
shares are fully paid, issued and outstanding; and
WHEREAS, the principal office of AUTOCAPITAL is located at ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇; Nevada Corporate Planners,
Inc., ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ is the
registered agent of record upon whom service of process for AUTOCAPITAL may
be received within the state of Nevada; and the corporation is governed by
Nevada law; and
WHEREAS, the principal office of ELECTRONIC SECURITY SOLUTIONS is
located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇; ▇▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ is the registered agent of
record upon whom service of process for ELECTRONIC SECURITY SOLUTIONS may be
received within the state of Texas; and the corporation is governed by Texas
law; and
WHEREAS, the Boards of Directors of the Parties recommended and
noticed
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these Articles of Exchange in accordance with Nevada and Texas law; and
WHEREAS, these Articles of Exchange were adopted and ratified on
October 1, 1997 at a Special Meeting of Shareholders of AUTOCAPITAL by a
majority of the common shares of record; and
WHEREAS, these Articles of Exchange were unanimously adopted and
ratified by a Resolution of the Shareholders of ELECTRONIC SECURITY SOLUTIONS
effective on October 2, 1998.
WHEREAS, AUTOCAPITAL as the acquiring corporation and ELECTRONIC
SECURITY SOLUTIONS as the acquired corporation deem it advisable and
generally to the advantage and welfare of the Parties and their respective
shareholders, that ELECTRONIC SECURITY SOLUTIONS exchange shares with
AUTOCAPITAL under and pursuant to the provisions of Nevada and Texas law.
WHEREAS, pursuant to the above referenced statutes, AUTOCAPITAL as the
acquiring corporation, is to be governed by the laws of the State of Nevada, and
shall comply with the applicable provisions of the applicable laws of the State
of Nevada. These Articles of Exchange shall be filed with the Nevada and Texas
Secretaries of State so that;
(a) AUTOCAPITAL may be served with process in any proceeding for
enforcement of Rights of Dissenting Shareholders of ELECTRONIC SECURITY
SOLUTIONS against AUTOCAPITAL; and
(b) AUTOCAPITAL may be served with process in any proceeding for the
enforcement of any obligation under the provisions of Nevada law pertaining to
dissenting shareholders of AUTOCAPITAL; and
(c) The former shareholders of ELECTRONIC SECURITY SOLUTIONS as the
acquired corporation are entitled only to the rights as provided herein and
under Nevada and Texas law;
(d) AUTOCAPITAL will promptly pay to dissenting shareholders of
ELECTRONIC SECURITY SOLUTIONS the amounts, if any, to which they may be entitled
under the above referenced statutes.
NOW, THEREFORE, in consideration of the mutual promises, agreements and
benefits contained herein, it is agreed by and between the parties as follows:
1. EXCHANGE. The parties may exchange shares upon the effective date.
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2. EFFECTIVE DATE. These Articles of Exchange shall comply with Nevada
and Texas law and will become effective upon the filing of these Articles with
the Secretaries of State of Nevada and Texas.
3. ACQUIRING CORPORATION. AUTOCAPITAL shall be the acquiring
corporation and shall continue to be governed by the laws of the State of
Nevada. ELECTRONIC SECURITY SOLUTIONS shall be the acquired corporation and
shall continue to exist as a wholly-owned subsidiary to be governed by the laws
of the State of Texas upon the effective date.
4. CAPITALIZATION. AUTOCAPITAL has an aggregate number of authorized
shares of capital stock being 25,000,000 shares, consisting of 20,000,000 shares
of Common Stock, $0.001 par value, of which 2,000,000 shares are fully paid,
issued and outstanding on the books of the Corporation (pre-exchange), and
5,000,000 shares of preferred stock, $0.001 par value, of which no shares are
issued and outstanding.
5. BYLAWS. The Bylaws of ELECTRONIC SECURITY SOLUTIONS shall be amended
immediately following the effective date of the Articles of Exchange so as to be
identical to the Bylaws of AUTOCAPITAL.
6. ASSURANCE OF TITLE. The officers and directors of ELECTRONIC
SECURITY SOLUTIONS acknowledge and confirm to AUTOCAPITAL that any right, title
or interest held immediately prior to the effective date of the Articles of
Exchange shall be the same thereafter. Furthermore, the officers and directors
of ELECTRONIC SECURITY SOLUTIONS acknowledge and confirm that they are fully
authorized to take any and all action necessary in the name of ELECTRONIC
SECURITY SOLUTIONS in order to carry out the purposes of these Articles of
Exchange and the terms and conditions thereof.
7. EXCHANGE OF OUTSTANDING SHARES. Upon the effective date, all of the
510,000 shares being fully paid, issued, and outstanding on the corporate books
of ELECTRONIC SECURITY SOLUTIONS, shall be exchanged on a basis of one (1) fully
paid and non-assessable share of the common stock of AUTOCAPITAL for each one
(1) common share held by ELECTRONIC SECURITY SOLUTIONS. Upon execution of these
Articles of Exchange, the shareholders of ELECTRONIC SECURITY SOLUTIONS shall
deposit all 510,000 shares at the following address:
▇▇▇▇▇▇▇▇ Stock Transfer Agency ("Transfer Agent")
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
The said shares shall be held in trust until the effective date and then
exchanged
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and described herein, each certificate shall be exchanged without cost to the
shareholder. Any additional or mutable exchanges requested by ELECTRONIC
SECURITY SOLUTIONS shardholders will be charged the prevailing rate by the
transfer agent. In the event of the termination or abandonment by either
Party prior to the effective date, all shares held by the transfer agent will
be promptly returned via registered mail to each ELECTRONIC SECURITY
SOLUTIONS shareholder.
8. BOOK ENTRIES. This exchange of shares shall be treated as a
pooling of interests, and is intended as a "tax-free" exchange.
9. BOARD OF DIRECTORS AND OFFICERS. The members of the Board of
Directors and Officers of ELECTRONIC SECURITY SOLUTIONS immediately prior to
the effective date, shall be the members of the Board of Directors and
Officers of both AUTOCAPITAL and ELECTRONIC SECURTIY SOLUTIONS, and such
persons shall serve in such offices, respectively, for the terms provided by
law or in the Bylaws, or until their successors are duly elected and
qualified.
10. TERMINATION. These Articles of Exchange may be terminated and
abandoned by action of the Board of Directors of either Party or by mutual
agreement by both Parties at any time prior to the effective date. Upon
termination or abandonment, these Articles of Exchange shall become void and
of no force and effect and there shall be no further liability or obligation
hereunder on the part of either of the parties, their Boards of Directors,
nor their Shareholders.
11. SERVICE OF PROCESS. AUTOCAPITAL may be served with process in
the State of Nevada in any proceeding for enforcement of all obligations
arising from these Articles of Exchange, including those obligations to
dissenting shareholders.
12. AUTHORIZATION. These Articles of Exchange were duly authorized
by a majority of the shareholders and directors of AUTOCAPITAL at a Special
Meeting held on October 1, 1998, wherein specific authorization was given to
complete the Articles of Exchange according to the plan of exchange with
ELECTRONIC SECURITY SOLUTIONS. A Resolution of the shareholders and
directors of ELECTRONIC SECURTIY SOLUTIONS was effective on October 2, 1998,
wherein these Articles of Exchange were duly authorized by a unanimous vote.
13. TAX IDENTIFICATION NUMBER. Subsequent to the effective date,
AUTOCAPITAL shall immdeiately apply to the Internal Revenue Service for a new
tax identification number.
14. COSTS. AUTOCAPITAL shall be solely responsible for all the
costs attendant to this Agreement.
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15. INDEMNIFICATION. The Board of Directors of ELECTRONIC SECURITY
SOLUTIONS hereby indemnify and hold harmless the Board of Directors of
AUTOCAPITAL for any and all financial statements regarding ELECTRONIC
SECURITY SOLUTIONS, and ELECTRONIC SECURITY SOLUTIONS represents same as
being the true and complete financial position of ELECTRONIC SECURITY
SOLUTIONS. ELECTRONIC SECURITY SOLUTIONS further agrees to complete a
consolidated audited financial statement of ELECTRONIC SECURITY SOLUTIONS and
AUTOCAPITAL subsequent to the share exchange encompassed by this Agreement.
16. TRANSFER OF SHARES. Upon the execution of this Agreement, the
President of AUTOCAPITAL shall transfer 1,300,000 shares of Common Stock of
AUTOCAPITAL to ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇.
IN WITNESS WHEREOF, each of the Parties hereto, pursuant to authority
duly granted to each by their respective board of directors, has caused these
Articles of Exchange between AUTOCAPITAL and ELECTRONIC SECURITY SOLUTIONS to
be executed by its respective authorized officers on the date first written
above.
AUTOCAPITAL
(a Nevada corporation)
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇, President
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇, Secretary
ELECTRONIC SECURITY SOLUTIONS, INC.
(a Texas corporation)
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Secretary
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STATE OF Arizona ) [SEAL]
) SS.
County of Maricopa )
SUBSCRIBED AND SWORN TO before me this 27 day of October, 1998, by
▇▇▇▇ ▇. ▇▇▇▇▇.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Notary Public
My Commission Expires: March 14, ▇▇▇▇
▇▇▇▇▇ ▇▇ ▇▇▇▇▇ )
) SS.
County of El Paso )
SUBSCRIBED AND SWORN TO before me this 22nd day of October, 1998, by
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇.
/s/ [ILLEGIBLE]
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Notary Public
My Commission Expires: ▇-▇▇-▇▇
▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇ )
) SS.
County of Orange )
SUBSCRIBED AND SWORN TO before me this 23rd day of October, 1998, by
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Notary Public
My Commission Expires: 8\29\02
[SEAL]
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