[ EXHIBIT 2.1 - REORGANIZATION PLAN ]
AGRFEEMMENT AND PLAN OF REORGANIZATION
by and between
Perfect Health Care Corp. (a Nevada corporation)
and
Love Calendar, Inc. (a Utah corporation)
AGREEMENT AND PLAN OF REORGANIZATION ("Agreement"), dated as of April 7,
2003, by and between PERFECT HEALTH CARE CORP., a Nevada corporation ("PHHC")
and LOVE CALENDAR, INC., a Utah corporation ("LOVE"). The corporate parties
hereto are sometimes hereinafter referred to collectively as the "Companies," or
individually as a "Company".
WHEREAS, the Board of Directors of LOVE deems it advisable and in the best
interests of their stockholders that LOVE be acquired by and merge with PHHC, in
furtherance thereof, the Board of Directors of the Company has approved, as
applicable, formation of PHHC for the purpose of changing the domicile of LOVE
from Utah to Nevada by the merger of LOVE with and into PHHC upon the terms and
subject to the conditions set forth herein; and
WHEREAS, for federal income tax purposes, it is intended that the merger
shall qualify as a reorganization within the meaning of Section 368 of the
Internal Revenue Code of 1986, as amended;
NOW, THEREFORE, in consideration of the foregoing and the respective
representations, warranties, covenants, and agreements set forth herein, the
parties hereto agree as follows:
ARTICLE I
MERGER
1.1 The Merger. LOVE shall merge with and into PHCC, with PHCC, a Nevada
corporation, being the survivor corporation. PHCC shall be deemed for all
purposes to be the successor entity to LOVE.
1.2 Effective Time of the Merger. The merger shall become effective upon the
filing of the Articles of Merger with the Secretaries of State of the
respective states.
ARTICLE II
AGREEMENT
2.1 Status of the Companies Prior to the Reorganization
2.1.1 PHCC is a newly-formed corporation whose Board of Directors is
constituted identically to the Board of LOVE.
2.1.2 PHCC has not issued any capital stock, has no significant assets or
liabilities, and has not engaged in any business, investment or other
activities other than those related to its organization.
2.1.3 LOVE is a Utah corporation in good standing, and a "reporting issuer"
pursuant to Section 12g of the Securities Exchange Act of 1934, as
amended.
2.1.4 The Articles of Incorporation of PHCC are substantially the same as
those of LOVE as regards the rights and interests of shareholders.
2.2 When issued, the shares of common stock of PHCC shall be of the same class
and par value as the common shares of LOVE.
2.3 PHCC shall issue one of its common shares in exchange for each share of
LOVE tendered for exchange, so that the proportional interest of each
shareholder in PHCC shall be equal to the proportional interest that the
shareholder owned in LOVE immediately prior to the merger.
ARTICLE III
THE SURVIVING CORPORATION
3.1 PHCC shall survive and become the successor corporation to LOVE.
3.2 The officers and directors of LOVE immediately prior to the merger shall
become the officers and directors of PHCC immediately following the merger.
3.3 The assets and liabilities of LOVE immediately prior to the merger shall
become the assets and liabilities of PHCC immediately following the merger.
3.4 The Articles of Incorporation of PHCC shall become the Articles of
Incorporation of the survivor.
3.5 The bylaws of PHCC shall become the bylaws of the survivor.
ARTICLE IV
EXCHANGE OF SHARES
4.1 No later than the Effective Time, PHCC shall make available and deliver,
and each holder of LOVE Shares shall be entitled to receive, upon surrender
to PHCC or such entity as it shall designate of one or more certificates
representing such LOVE Shares for cancellation, certificates representing
the number of PHCC Shares into which such LOVE securities are converted or
exchanged in the Merger. The PHCC Shares into which the LOVE securities
shall be converted or exchanged in the Merger shall be deemed to have been
issued at the Effective Time, although the investment interest of the
exchanging shareholder shall be deemed to have been held from the date of
the original acquisition of the LOVE shares.
4.2 As soon as reasonably practicable after the Effective Time, PHCC or such
entity as it shall designate shall mail to each holder of record of a
certificate or certificates which immediately prior to the Effective Time
represented outstanding LOVE Shares and (the "Certificates") whose LOVE
Shares were converted into PHCC Shares and pursuant to Section 2.3
4.2.1 a letter of transmittal (which shall specify that delivery shall be
effected, and risk of loss and title to the Certificates shall pass,
only upon delivery of the Certificates to PHCC or such entity as it
shall designate and shall be in such form and have such other
provisions as PHCC may reasonably specify, and
4.2.2 instructions for use in effecting the surrender of the Certificates
in exchange for certificates representing PHCC Shares. Upon surrender
of a Certificate for cancellation to PHCC or such entity as it shall
designate together with such letter of transmittal, duly executed, the
holder of such Certificate shall be entitled to receive in exchange
therefor a certificate representing that number of whole PHCC Shares
which such holder has the right to receive in respect of the
Certificates surrendered pursuant to the provisions of this Article
IV.
ARTICLE V
REPRESENTATIONS
5.1 Organization. LOVE is a Utah for-profit corporation in good standing. PHCC
is a Nevada for-profit corporation newly-formed for the purpose of
effecting the Merger.
5.2 Capitalization. The authorized capital of LOVE is 200,000,000 shares of
common stock with a par value of $.001 per share, of which 2,100,000 shares
have been issued and are outstanding. The authorized capital of PHCC is
200,000,000 shares of common stock, par value $.001 per share, and
25,000,000 shares of Preferred stock, par value $.001 per share, of which
no shares have been issued prior to the completion of the Merger.
5.3 Authority to Enter This Agreement. The Boards of Directors of LOVE and of
PHCC, each being comprised of the same members, have full authority to
enter both Companies into this Agreement and Plan of Reorganization, to
which the Shareholders of LOVE have consented.
5.4 Consents and Approvals. Except for filing and recordation of Articles of
Merger under the General Corporation Laws of the respective states, no
filing with, and no permit, authorization, consent, or approval of, any
public body or authority is necessary for the consummation by PHCC of the
transactions contemplated by this Agreement.
5.5 Contracts. All contractual rights and obligations of LOVE shall become the
rights and obligations of PHCC as a successor entity.
5.6 Exemption from Registration. The PHCC shares to be issued in exchange for
the LOVE shares are exempt from registration pursuant to Section 3(a)(9)
and Rule 145(a)(2) under the Securities Act of 1933, as amended.
5.7 LOVE is a "reporting issuer" pursuant to Section 12 of the Securities
Exchange Act of 1934, as amended, and is current in its reporting
obligations.
ARTICLE VI
GENERAL PROVISIONS
6.1 Brokers. Each Company represents and warrants to the other that no broker,
finder, or financial advisor is entitled to any brokerage, finder's, or
other fee or commission in connection with the Merger or the transactions
contemplated by this Agreement based upon arrangements made by or on behalf
of any party hereto.
6.2 Entire Agreement; Assignment. This document constitutes the entire
agreement between the Companies. No assignment of any right, duty, or
interest in this agreement may be made.
6.3 Right to Cancel. The Board of Directors of either Company may cancel the
Merger at any time prior to the effective time of the filing of the
Articles of Merger.
For LOVE CALENDAR, INC.: For PERFECT HEALTH CARE CORP.:
/s/ Xxxxxxx Xxxxx /s/ Xxxxxxx Xxxxx
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Xxxxxxx Xxxxx, President Xxxxxxx Xxxxx, President
April 4, 2003 April 4, 2003
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