page 27
EXHIBIT 2
PLAN OF REORGANIZATION
PLAN OF ORGANIZATION
This Agreement and Plan of Reorganization is made and entered into as of
this 15th day of September, 1992, by and between Casino Consultants, Inc., a
Nevada corporation, hereinafter referred to as 'Casino" and Ad Show Network,
Inc., a Nevada corporation, hereinafter referred to as "ASN"
R E C I T A L S
A. ASN is the owner of certain assets subject to certain liabilities as
set forth in Exhibit B attached hereto.
B. ASN is in the franchise sales business.
C. Casino is desirous of entering into the business of ASN.
D. The parties believe it to be it their mutual best interests for Casino
to acquire the assets subject to liabilities of ASN listed in Exhibit B attached
hereto and made a part hereof, in exchange for common voting stock of Casino.
Said assets constitute and comprise substantially all of the assets of ASN.
E. The parties desire the transaction to qualify as a tax free
reorganization under Section 368(a)(i)(c) of the Internal Revenue Code of
1986, as amended.
NOW THEREFORE, IN CONSIDERATION OF THEIR MUTUAL PROMISES AND COVENANTS SET
FORTH HEREINAFTER, THE PARTIES AGREE AS FOLLOWS:
1. PLAN OF REORGANIZATION: The parties hereby adopt a Plan of
Reorganization whereby Casino will acquire 100% of the interests of ASN in
those assets hereinafter listed as Exhibit B, pursuant to the terms and
conditions set forth hereunder. The parties further acknowledge that it is their
intent that such reorganization qualifies as a tax free reorganization pursuant
to applicable sections of t h e Internal Revenue Code of 1986, as amended.
2. EXCHANGE: Casino hereby agrees to transfer to ASN four million five
hundred thousand (4,500,000) shares of its common voting stock in exchange for
the assets subject to liabilities of ASN. Said transfer will be made by Casino
contemporaneously with the receipt of the interests heretofore referred to by
ASN.
3. BUSINESS PURPOSE: The parties acknowledge that the purpose of the
reorganization is to provide Casino with an on-going franchise sales business.
The parties intend that Casino shall, following the approval of the assignment
of interest actually engage in all those activities heretofore engaged in ASN.
4. EXEMPT TRANSACTION: All parties acknowledge and agree that any
transfer of the securities pursuant to this Plan of Reorganization 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 laws.
5. TRANSFER OF SECURITIES: All parties acknowledge and agree that the
common stock of Casino received by ASN shall be distributed directly to the
shareholders of ASN. The parties acknowledge that said shareholders have
approved the terms and conditions of this Plan of Reorganization and the
exchange and distribution of the Casino stock.
6. UNREGISTERED SHARES: ASN is aware and acknowledges that the shares of
Casino to be transferred to ASN will be unregistered shares and may not be
transferred by the shareholders of ASN unless subsequently registered or an
exemption from registration is available. The certificates representing the
shares issued to ASN will bear a legend to the effect that the shares have not
been registered and cannot be transferred unless subsequently registered or an
exemption from registration is available.
7. DEFAULT: In the event any party defaults in performing any of its
duties or obligations under the Plan of 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.
8. 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 party at the
following address:
Ad Show Network, Inc.
0000 Xxxxxxxxxx Xxxx, Xxxxx 00
Xxx Xxxxx, Xxxxxx 00000
Casino Consultants, Inc.
0000 Xxxxx Xxxxx Xxxxx,
Xxx Xxxxx, Xxxxxx 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.
9. BINDING: This Agreement shall be binding upon the parties hereto and
upon their respective heirs, representatives, successors and assigns.
10. GOVERNING LAW: This Agreement shall be governed by and construed
under the laws of the State of Nevada.
11. 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.
12. SIGNATURES: This Agreement 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.
CASINO CONSULTANTS, INC. AD SHOW NETWORK, INC.
------------------------ ---------------------
By (signed by Xxxxxx Xxxxxx) By (signed by Xxxx Xxxxx)
-------------------------- -----------------------
Title: President Title: President
By (signed by Xxxxxxx Xxxxxxx) By (signed by Xxxxx Xxxxx)
----------------------------- ------------------------
Title: Secretary Title: Secretary
Exhibits
--------
A-Articles of Incorporation ASN
B-Financial Statement ASN
C-Articles of Incorporation Casino
D-By-Laws Casino
