AGREEMENT AND PLAN OF REORGANIZATION
------------------------------------
AGREEMENT AND PLAN OF REORGANIZATION, dated March 22nd, 2000, between
Ameri-First Financial Group, Incorporated ("AFFG") a Nevada corporation and
Itronics Communications Corporation(Itronics), a Delaware corporation.
PLAN OF REORGANIZATION
----------------------
The reorganization will comprise in general, the acquisition of Itronics by
AFFG pursuant to an I.R.S. qualified tax free exchange whereupon Itronics shall
become a wholly owned subsidiary of Ameri-First Financial Group, all subject to
the terms and conditions of the agreement hereinafter set forth. For purposes of
this Agreement, the terms "shares", "stock" and/or "common capital stock" shall
be interchangeable.
AGREEMENT
---------
In order to consummate the foregoing Plan of Reorganization, and in
consideration of the premises and of the representations and undertakings herein
set forth, the parties agree as follows:
1. Transfer of shares. Upon and subject to the terms and conditions herein
stated, AFFG shall acquire from Itonics shareholders, whose signatures appear
below, whom shall transfer, assign, and convey to AFFG all of the issued and
outstanding shares of Itronic's common stock to AFFG in exchange for the sum of
$100,000.00 together with 50,000 shares of AFFG common capital stock. By virtue
of the transaction, AFFG shall acquire Itronics as a going concern, including
all of the properties and assets of Itronics of every kind, nature, and
description, tangible and intangible, wherever situated, including, without
limiting the generality of the foregoing, its business as a going concern, its
goodwill, and the corporate name (subject to changes referred to or permitted
herein or occurring in the ordinary course of business prior to the time of
closing provided herein). Upon, and immediately subsequent to, the
aforementioned acquisition, AFFG will merge into its wholly-owned subsidiary
(Itronics) under the general corporation law of the state of Nevada Corporations
Code.
2. Issuance and delivery of stock. In consideration of and in exchange for
the foregoing transfer, assignment, and conveyance, and subject to compliance by
AFFG and Itronics with their warranties and undertakings contained herein, AFFG
shall issue and deliver to Itronics the amount of $100,000.00 together with one
or more stock certificates registered in the name of the undersigned
shareholders of Itronics, on a pro-rata basis totaling 50,000 in exchange for
9,386,116 shares of Itronics Common stock constituting 100% of the issued and
outstanding shares of Itonics including warrants, options, or claims regarding
any other shares of Itronics. All of the shares exchanged shall, upon such
issuance and delivery, shall be fully paid and non-assessable.
3. Investment intent. 3.1 Each Itronics Shareholder ("Subscriber")
understands and acknowledges that the AFFG Shares being acquired hereunder have
not been registered under the Securities Act of 1933 (the "Act") or applicable
state securities laws; (ii) the Subscriber cannot sell such Stock unless such
securities are registered under the Act and any applicable state securities laws
or unless exemptions from such registration requirements are available; (iii) a
legend will be placed on any certificate or certificates evidencing the Stock,
stating that such securities have not been registered under the Act and setting
forth or referring to the restrictions on transferability and sales of the
securities.
3.2 Such Subscriber (i) is acquiring the Shares solely for the
Subscriber's own account for investment purposes only and not with a view
toward resale or distribution, either in whole or in part; (ii) has no
contract, undertaking, agreement or other arrangement, in existence or
contemplated, to sell, pledge, assign or otherwise transfer the Shares to
any other person; (iii) agrees not to sell or otherwise transfer the
Subscriber's Shares unless and until such securities are subsequently
registered under the Act and any applicable state securities laws or unless
an exemption from any such registration is available.
3.3 Such Subscriber understands that an investment in the Shares
involvessubstantial risks and Subscriber recognizes and understands the
risks relating to this transaction and acquisition of the AFFG shares.
3.4 Such Subscriber has, either alone or together with the
Subscriber's Purchaser Representative (as that term is defined in
Regulation D under the Act), such knowledge and experience in financial and
business matters that the Subscriber is capable of evaluating the merits
and risks of the acquisition by AFFG.
4. Dissenting shares: None. Itronics represents and warrants that there are
no dissenting shareholders with respect to the proposed merger or acquisition.
5. Place of closing. The closing of this agreement and all deliveries
hereunder shall take place via electronic closing by fax or e-mail.
6. Time of closing. The closing shall be 3:00 PM, Eastern Standard time (or
such other time as may be mutually agreed upon) on the closing date which shall
be March 21, 2000, unless extended by mutual agreement of the parties. The last
date fixed by mutual agreement of the parties or otherwise becoming effective
under this paragraph shall constitute the closing date.
7. Representations and warranties of Ameri-First Financial Group. AFFG and
its shareholders represent and warrant to Itronics that:
(a) Corporate status. AFFG is a corporation duly organized and existing
under the laws of the State of Nevada, intending to re-domicile in
Delaware, with an authorized capital stock consisting of 100,000,000 Common
shares, of which 9,436,116 shares are currently issued and outstanding;
AFFG has one subsidiary.
(b) Lawsuits and claims. AFFG is not a party to or threatened by any
litigation, proceeding, or controversy before any court or administrative
agency which might result in any change in the business or properties of
AFFG or which change would be substantially adverse taking into account the
entire business and properties of AFFG; AFFG is not in default with respect
to any judgment, order, writ, injunction, decree, rule, or regulation of
any court or administrative agency.
(d) Taxes. Ameri-First Financial Group has filed with the appropriate
governmental agencies all tax returns required by such agencies to be filed
by it and is not in default with respect to any such filing. AFFG has paid
all taxes claimed to be due by state and local taxing authorities and has
not been examined by representatives of the United States Internal Revenue
Service for federal taxes since inception.
8. Representations and warranties of Itronics. Itronics represents and
warrants to AFFG that:
(a) Corporate status. Itronics is a Delaware corporation duly organized and
existing under the laws of the State of Delaware, with an authorized
capital stock consisting of 100,000,000 shares of common stock, .00001 par
value, of which One Million (1,000,000) shares have been duly issued and
are outstanding fully paid and non-assessable; and no shares of preferred
stock, or any other form of stock or security, of which no shares are
issued or outstanding. Visual has no subsidiary.
(b) Corporate authority. Itronics and its shareholders have the corporate
right and authority to acquire and operate the properties and business now
owned and operated by it and to issue and deliver the number of shares of
its Common stock required to be issued hereunder to AFFG.
(c) Disposition of assets. Since December 31, 1999, there has been no
material adverse change in the assets or liabilities or in the condition,
financial or other, of Itronics except changes occurring in the ordinary
course of business and changes referred to or permitted herein.
(d) Lawsuits and claims. Itronics is not a party to or threatened by any
litigation, proceeding, or controversy before any court or administrative
agency which might result in any change in the business or properties of
Itonics or which change would be substantially adverse, taking into account
the entire business and properties of Itonics.
(e) Taxes. Itonics has filed with the appropriate governmental agencies all
tax returns required by such agencies to be filed by it and is not in
default with respect to any such filing. Itronics has paid all taxes
claimed to be due by state and local taxing authorities and has not been
examined by representatives of the United States Internal Revenue Service
for federal taxes during the past three fiscal years.
9. Interim conduct of business by Itronics. Until the time of closing,
Itronics will conduct its business in the ordinary and usual course, and prior
to the time of closing it will not, without the written consent of AFFG, borrow
any money, incur any liability other than in the ordinary and usual course of
business or in connection with the performance or consummation of this
agreement, encumber or permit to be encumbered any of its properties and assets,
dispose or contract to dispose of any property except in the regular and
ordinary course of business, enter into any lease or contract for the purchase
of real estate, form or cause to be formed any subsidiary, pay any bonus or
special remuneration to any officer or employee, declare or pay any dividends,
make any other distributions to its shareholders, or issue, sell, or purchase
any stock, notes, or other securities.
10. Access to information. From the date hereof each party shall allow the
other free access to its files and audits, including any and all information
relating to taxes, commitments, and contracts, real estate and personal property
titles, and financial condition. From the date hereof each party agrees to cause
its auditors to cooperate with the other in making available all financial
information requested, including the right to examine all working papers
pertaining to audits made by such auditors.
11. Conditions and obligations of AFFG. Unless at the time of closing the
following conditions are satisfied, Ad Pads shall not be obligated to make the
transfer, assignment and conveyance as set forth in Paragraph1 herein, and
otherwise to effectuate its part of the reorganization herein provided:
(a) The representations and warranties of Itronics set forth herein, are,
on the date hereof and as of the time of closing, substantially correct.
(b) The directors of Itronics have approved the consummation of this
agreement and the matters herein provided.
(c) No litigation or proceeding is threatened or pending for the purpose of
with the probably effect of enjoining or preventing the consummation of
this agreement or which would materially affect Itronics operation or its
assets.
(d) Itronics has complied with its agreements herein to be performed by it
prior to the time of closing.
12. Conditions of obligations of Itronics. Unless at the time of closing
the following conditions are satisfied, Itronics shall not be obligated to issue
and deliver the shares of its Common stock as set forth in Paragraph 1 herein,
and otherwise to effectuate its part of the reorganization herein provided:
(a) The representations and warranties of AFFG set forth in Paragraph 9
are, on the date hereof and as of the time of closing, substantially
correct subject to any change made because of any action approved by
Itronics.
(b) The directors of AFFG have approved and the holders of all of the
outstanding shares of AFFG have voted in favor of the consummation of this
agreement and the matters herein provided.
(c) No litigation or proceeding is threatened or pending for the purpose or
with the probable effect of enjoining or preventing the consummation of
this agreement or which would materially affect AFFG or the operation of
the properties and business to be acquired by it hereunder.
(d) AFFG has complied with its agreements herein to be performed by it
prior to the time of closing, including payment of the $100,000.00 to the
undersigned shareholders and agreement to deliver 50,000 common capital
shares of Ameri-First Financial Group, Incorporated.
13. Abandonment of agreement. If by reason of the provisions of Paragraphs
11 or 12 above either party is not obligated to effectuate the reorganization,
then either party which is not so obligated may terminate and abandon this
agreement by delivering to the other party written notice of termination prior
to the time of closing, and thereupon this agreement shall be terminated without
further obligation or liability upon either party in favor of the other.
14. Authorization by shareholders. Itronics and AFFG shall promptly take
such action as may be necessary to call special meetings of their respective
shareholders to authorize the consummation of this agreement and the matters
herein provided, and each will recommend to its shareholders that this agreement
and the matters herein provided, and all other matters necessary or incident
thereto, be approved, authorized, and consummated.
15. Listing of AFFG stock issued to Itronics. AFFG shall not be required to
prepare and file a registration statement under the Securities Act of 1933
covering the shares of Common stock to be delivered hereunder; however, it shall
prepare an 8-K filing providing the requisite information on the acquisition.
16. Brokers' fees. Neither party has incurred nor will incur any liability
for brokerage fees or agents' commissions in connection with the transactions
contemplated hereby.
17. Execution of documents. At any time and from time to time after the
time of closing, AFFG will execute and deliver to Itronics and Itronics will
execute and deliver to AFFG such further conveyances, assignments, and other
written assurances as Itronics or AFFG shall reasonably request in order to vest
and confirm Itronics' shareholders and AFFG, respectively, title to the shares
and/or assets to be and intended to be transferred, assigned, and conveyed
hereunder.
18. Parties in interest. Nothing herein expressed or implied is intended or
shall be construed to confer upon or to give any person, firm, or corporation
other than the parties hereto any rights or remedies under or by reason hereof.
19. Completeness of agreement. This agreement contains the entire
understanding between the parties hereto with respect to the transactions
contemplated hereby.
20. Survival of Representations and Warranties. Each of the parties hereto
hereby agrees that all representations and warranties made by or on behalf of
him or it in this Agreement or in any document or instrument delivered pursuant
hereto shall survive for a period of three (3) years following the Closing Date
and the consummation of the transactions contemplated hereby, except with
respect to the representation and warranties set forth in Sections 4 which shall
survive applicable statute of limitations period.
IN WITNESS HEREOF, the Parties hereto have hereunder set their hands and seals,
effective on the date above stated, as witnessed below:
Ameri-First Financial Group, Inc.
A Nevada corporation
By:______________________________
Xxxxxxx X. Bruteyn, President
Itronics Communications, INC.
A Delaware corporation
By:_____________________________.
Xxxxx X. Xxxxxx, President
HALTER CAPITAL CORPORATION
By:_________________________________.
Xxxxx X. Xxxxxx, Shareholder
No. of Shares Owned: Fifty Thousand (50,000)
