AGREEMENT & PLAN OF REORGANIZATION
This Agreement and Plan of Reorganization is entered into this 28
day of February, 1999, by and between Healthcare Resource Management, Inc.,
a Nevada corporation, with offices at 0000 Xxxxx Xxxxx Xxxxx, Xxxxx 000,
Xxx Xxxxx, Xxxxxx 00000 hereinafter referred to as "HRMI" and RB Capital &
Equities, Inc., a Nevada corporation, with offices at 00000 Xxxx Xxxxxxxx
Xxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx 00000, hereinafter referred to as
"RBCE" are the parties hereto.
R E C I T A L S
A. Healthcare Resources Management, Inc., is a publicly traded Nevada
corporation, having an authorized capital of 50,000,000 shares of $.001 par
value of which 5,256,716 shares are outstanding.
B. Healthcare Resources Management, Inc. has a net worth of less than
$ 75,000.
C. RB Capital & Equities, Inc., is a publicly held Nevada corporation
with 50,000,000 authorized $.001 par value common stock of which 1,589,383
are outstanding.
D. The parties believe it to be in their mutual best interests for
Healthcare to acquire RB Capital & Equities as a subsidiary pursuant to
rule 368 (A)(1)(B) of the Internal Revenue Code of 1986, as amended.
E. The parties desire to finalize the Agreement & Plan of
Reorganization.
NOW THEREFORE, IN CONSIDERATION OF THEIR MUTUAL PROMISES AND COVENANTS
SET FORTH HEREINAFTER, THE PARTIES AGREE AS FOLLOWS:
1. Condition precedent to finalization of plan:
A- HRMI will agree to reverse its present outstanding common stock on
a One for Ten basis, 5,256,716 to 525,672.
2. Purchase: HRMI agrees to acquire 100% of the common capital stock
of RBCE and its subsidiary Gam Properties, Inc., and a 99% interest in
Miramar in exchange for post split common shares and preferred shares.
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3. Exchange: HRMI agrees to issue Five Million Sixty Eight Hundred One
Hundred Fifty (5,068,150) shares of $.001 par value post split shares for
100% of the common stock of RBCE pursuant to Internal Revenue Code Rule 368
(A)(1)(B) 1986, as amended and 700,000 shares of $1.00 preferred stock for
a 99% interest in Miramar Road Associates, LLC. Said venture will be made
contemporaneously with the receipt of the share of RBCE. This exchange is
valid for not less than 80% of the said shares.
4. Business Purpose: The purpose of this transaction to provide HRMI
with operating subsidiaries.
5. Intent: It is the intent of the parties hereto that HRMI will
change its name to Trade Industries, Inc. and that said company will become
a consolidating parent holding corporation.
6. 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.
7. Transfer of Securities: All Parties acknowledge and agree that the
common stock of HRMI received by RBCE shall be distributed directly to the
shareholders of RBCE in compliance with Rule 368 (A)(1)(B).
8. Unregistered Securities: The Parties acknowledge that the shares of
HRMI to be transferred to the RBCE shareholders will be registered
securities and may not be transferred by the shareholders unless
subsequently registered or an exemption from registration is available. The
certificates representing the shares issued to RBCE shareholders will bear
a legend to the effect that the shares have not been registered and cannot
be transferred unless registered and an exemption is available.
9. Default: In the event any party defaults in performing any of its
duties or obligations under the Plan or Reorganization, the party
responsible for such default shall pay all costs incurred by any other
party in enforcing its rights under this Agreement or in obtaining damages
for such default, including costs of court and reasonable attorney fees,
whether incurred through legal action or otherwise and whether incurred
before or after judgement.
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10. Notices: Any notice or correspondence required or permitted to be
given under this Agreement may be given personally to an individual party
or to an officer or 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 parties at the following addresses:
Healthcare Resources Management, Inc.
0000 Xxxxx Xxxxxx Xxxxx, Xxxxx 000
Xxx Xxxxx, Xxxxxx 00000
RB Capital & Equities, Inc.
00000 X. Xxxxxxxx Xx., Xxxxx 000
Xxx Xxxxx, Xxxxxxxxxx 00000
Any notice given 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 this Agreement by giving written notice to the
other parties as provided above.
11. Binding: This Agreement shall be binding upon the parties hereto
and upon their respective heirs, representatives, successors and assigns.
12. Governing Law: This Agreement shall be governed by and construed
under the laws of the State of Nevada.
13. Authority: The officers executing this Agreement on behalf of
corporate parties represent that they have been authorized to execute this
Agreement pursuant to resolutions of the Boards of Directors of their
respective corporations.
14. Signatures: This Agreement and Plan of Reorganization may be
signed in counterparts.
IN WITNESS WHEREOF, the parties have executed this Plan of
Reorganization as of the day and year first written above.
HEALTHCARE RESOURCES RB CAPITAL & EQUITIES, INC.
MANAGEMENT, INC.
/s/ Xxxxx Xxxxxxx Xxxxx X. Xxxxxx
President President
/s/ Xxxxx Xxxxxxxxxx Xxxxxxx Xxxxxxxx
Secretary Secretary
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