EXHIBIT 10.2
AGREEMENT AND PLAN OF REORGANIZATION
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This AGREEMENT AND PLAN OF REORGANIZATION ("Agreement"), dated October
11, 2001, between USR HOLDINGS CO. ("USRH" or the "Company"), a Colorado
Corporation and, TECHNOL FUEL CONDITIONERS, INC. ("TECHNOL"), a New Jersey S
corporation. The parties acknowledge and agree that the terms and provisions
of this Agreement, including without limitation the shares of stock
transferable hereunder, may not be assigned without the prior written approval
of the other party.
USRH was incorporated as Interactive Golf Marketing, Inc. in the state of
Colorado on March 6, 1998. On February 2, 1999, the corporation changed its
name to Xxxxxxxxx.xxx. Inc. The Company changed its name to USR HOLDINGS Co.
on February 1, 2001. The Company's authorized capital consist of 700,000,000
shares of common stock, par value $0.000l and 10,000,000 preferred shares
authorized, par value $0.001. As of the effective date of this Agreement, USRH
has issued and outstanding 563,388,309 common shares (the "OUTSTANDING
SHARES"). USRH agrees to effectuate a pre-closing reverse split of 1:400 of
its OUTSTANDING SHARES which will then result in 1,408,470 shares being issued
and outstanding.
PLAN OF REORGANIZATION
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The reorganization will comprise in general, the acquisition of TECHNOL
by USRH pursuant to an I.R.S. qualified tax free exchange whereupon TECHNOL
shall become a wholly owned subsidiary of USRH, 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
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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, USRH shall acquire from TECHNOL's shareholders, whose
signatures appear below, whom shall transfer, assign, and convey to USRH all
of the issued and outstanding shares of TECHNOL's common stock to USRH in
exchange for 18,260,000 shares of USRH newly issued stock. By virtue of the
transaction, USRH shall acquire TECHNOL as a going concern, including all of
the properties and assets of TECHNOL 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, USRH will merge into its wholly-owned subsidiary (TECHNOL) under
Section 7-7106 of the Colorado 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 USRH and TECHNOL with their warranties and undertakings
contained herein, USRH shall issue and deliver to TECHNOL one or more stock
certificates registered in the name of the undersigned shareholders of
TECHNOL, on a pro-rata basis totaling 11,260,000 in exchange for 1,185,600
shares of TECHNOL Common stock constituting 100% of the issued and outstanding
shares of TECHNOL. In addition out of the 18,260,00 the following shares
shall be issued: 4,941,530 shall be issued to the Technol Funding Group as
designated by their counsel, 200,000 shares to be issued to NMR as part of the
conditional Brazilian-Indio Xxxxxxxx.xxx, Inc. merger, and 1,950,000 to issued
into escrow for the Technol Funding Group upon completion of the funding
agreement which shall constitute all of the Technol shares or rights to shares
on a fully diluted basis, including warrants, options or stock purchase rights
including claims regarding any other shares of TECHNOL. All of the shares
exchanged shall, upon such issuance and delivery, shall be fully paid and
non-assessable.
3. Investment intent.
3.1 Each TECHNOL Shareholder ("Subscriber") understands and
acknowledges that the USRH 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
involves substantial risks and Subscriber recognizes and
understands the risks relating to this transaction regarding the
issuance of the USRH 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 USRH.
4. Dissenting shares: None. TECHNOL 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, Mountain Standard time
(or such other time as may be mutually agreed upon) on the closing date which
shall be January 2, 2002, 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 USRH. USRH and its shareholders
represent and warrant to TECHNOL that:
(a) Corporate status. USRH is a corporation duly organized and existing
under the laws of the State of Colorado with an authorized capital stock
consisting of 700,000,000 Common shares, of which 563,388,309 common
shares are currently issued and outstanding; and 10,000,000 Preferred
shares, of which none are issued or outstanding. USRH is a holding
corporation for two subsidiaries:
(1) U.S. Receivables Management Corp., 000 Xxxxx Xxxxxxxx, Xxxxx
000, Xxxxxxx, XX 00000, was incorporated March 20, 1998 in the
State of Delaware. The company is engaged in the business of
consumer and commercial debt collection. The Company specializes
in purchasing charged-off credit card debt and consumer loans
indirectly from various banks and credit card issuers. The Company
is a wholly owned subsidiary of USR Holdings Co.. On June 21,
2000, XxxXxxxxx.xxx Inc. ("WOWS")(now known as USR Holdings Co.)
purchased U.S. Receivables Management Corp. through a Plan of
Reorganization (under Section 368 of the IRS). Shareholders of
U.S. Receivables received 40,000,000 common shares of WOWS for
6,411,250 of privately held stock.
(2) Xxxxxxxxxx.xxx Inc. (formerly known as Genesis Capital Corp.),
000 Xxxxx Xxxxxxxx, Xxxxx 000, Xxxxxxx, XX 00000, was incorporated
on June 17, 1998 in the State of Delaware. The Company was engaged
in the business of operating an Internet website that provided
financial information to the investing public for investment
decisions. On August 28, 2000, Xxxxxxxxxx.xxx, Inc. sold the
assets of the website, financial content, domain name, and 55,000
subscribers that subscribed to the Xxxxxxxxxx.xxx newsletter.
Xxxxxxxxxx.xxx, Inc. sold the assets for $10,000.00 plus 100,000
common shares of The Stock Advisor. The Stock Advisor, Inc. is a
privately held company. Xxxxxxxxxx.xxx, Inc. is not operating any
type of business currently. August 24, 1999, XxxXxxxxx.xxx Inc.
(now known as USR Holdings Co.), purchased Xxxxxxxxxx.xxx, Inc.
through a Plan of Reorganization (under Section 368 of the IRS).
Shareholders of Xxxxxxxxxx.xxx, Inc. received 344,500,000 common
shares of WOWS for 2,281,500 of privately held stock.
(b) Disposition of assets. Since October 1, 2001, there has been no
material adverse change in the assets or liabilities or in the
condition, financial or other of USRH, except changes occurring in the
ordinary course of business and changes referred to or permitted herein.
(c) Lawsuits and claims. USRH 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 USRH or which change would be substantially adverse
taking into account the entire business and properties of USRH; USRH is
not in default with respect to any judgment, order, writ, injunction,
decree, rule, or regulation of any court or administrative agency.
(d) Taxes. USRH has filed with the appropriate governmental agencies all
ax returns required by such agencies to be filed by it and is not in
default with respect to any such filing. USRH 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.
(e) Financial Condition: USHR represents and warrants that it will have
no material liabilities except as disclosed in this Agreement at the
time of closing and shall have no liabilities upon completion of the 506
offering provided for herein.
(f) Financial Statements. USHR represents and warrants that it will
complete full audits of its financial statements for the past year
according to GAAP and that the same shall be certified as true and
correct by the current officers and directors of USHR.
(g) No Mistatements: USHR has not made any material misrepresentation
of its financial condition or failed to disclose any material fact
which, if disclosed, would cause Technol not to close.
8. Representations and warranties of TECHNOL. TECHNOL represents and
warrants to USRH that:
(a) Corporate status. TECHNOL is a New Jersey S corporation duly
organized and existing under the laws of the State of New Jersey, with
an authorized capital stock consisting of 6,000,000 shares of common
stock, $0.001 par value, of which 1,185,600 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. TECHNOL has no subsidiary.
(b) Corporate authority. TECHNOL 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 USRH.
(c) Disposition of assets.
i. On March 22, 2001, TECHNOL entered into a Funding Agreement
with Technol Funding Group ("TFG"), a joint venture group, whereby
TFG will provide funding to TECHNOL in the amount of $275,000 for
a certain undiluted percentage of the issued and outstanding
equity securities of TECHNOL. The structure of the Funding
Agreement and the encompassing terms and conditions, including the
payment schedule for the $275,000, is set forth in the Funding
Agreement which is attached hereto and incorporated herein as
Exhibit "A".
ii. On August 24, 2001, TECHNOL entered into a conditional
agreement with Brazilian-Indio Services, Inc., an Oregon
corporation (hereinafter, "BIS"), Xxxxxxxxxxxxxx.xxx, Inc., a
Nevada corporation (hereinafter, "NRC") and, Xxxxxxxx Xxxxxx, an
individual (hereinafter, "EL"), whereby TECHNOL acquired voting
control, reorganized BIS and become the successor issuer to BIS's
Securities and Exchange Commission ("SEC") reporting obligations
as provided for in Rule12g-3(a) of the Securities Exchange Act of
1934. As a condition of that agreement, TECHNOL agreed to purchase
2,500,000 BIS common stock shares from EL, which represents 50% of
the issued and outstanding shares of BIS for Fifty-Five Thousand
Dollars ($55,000). Further, in
connection with a corporate succession transaction by means which
may include, but not be limited to merger, consolidation, exchange
of securities, acquisition of assets, or otherwise, NRC agreed to
tender 2,500,000 BIS common stock shares, which represents 50% of
the issued and outstanding common stock shares of BIS, to TECHNOL.
In consideration for this action, TECHNOL agreed to issue to NRC
Two Hundred Thousand (200,000) of TECHNOL's restricted common
stock. The TECHNOL shares will be issued under the securities
transaction exemption afforded by Section 4(2) of the Securities
Act of 1933, as amended. Other than the aforementioned
transaction, since October 1, 2001, there has been no material
adverse change in the assets or liabilities or in the condition,
financial or other, of TECHNOL except changes occurring in the
ordinary course of business and changes referred to or permitted
herein. The agreement between TECHNOL and BIS is conditional
upon TECHNOL paying the $55,000 and will not be effective until
those monies have been paid in full.
(d) Lawsuits and claims. TECHNOL 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 TECHNOL or which change would be substantially adverse,
taking into account the entire business and properties of TECHNOL.
(e) Taxes. TECHNOL 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. TECHNOL 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 TECHNOL. Until the time of closing,
TECHNOL 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 USRH,
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 USRH. Unless at the time of closing the
following conditions are satisfied, USRH shall not be obligated to make the
transfer, assignment and conveyance as set forth in Paragraph 1 herein, and
otherwise to effectuate its part of the reorganization herein provided:
(a) The representations and warranties of TECHNOL set forth herein, are,
on the date hereof and as of the time of closing, substantially correct.
(b) The directors of TECHNOL 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 TECHNOL operation or
its assets.
(d) TECHNOL has complied with its agreements herein to be performed by
it prior to the time of closing.
(e) Simultaneous with closing of this transaction and as a condition of
this transaction, TECHNOL will pay to US Receivables Management Corp.
(USRH's subsidiary) $30,000, which represents all of US Receivables'
outstanding debts. (See, "USE of PROCEEDS"). As a condition of this
payment, US Receivables and Xxxxxxxxxx.xxx, Inc., which has the same
officer, director and majority shareholder structure as US Receivables,
will become private entities with no public affiliation with either
Technol or USRH, excepting any individual shareholder positions.
12. Conditions of obligations of TECHNOL. Unless at the time of closing
the following conditions are satisfied, TECHNOL 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 USRH 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
TECHNOL.
(b) The directors of USRH have approved and the holders of all of the
outstanding shares of USRH 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 USRH operation of the
properties and business to be acquired by it hereunder.
(d) The following is subscribed and paid for in full: In October 2001,
TECHNOL intends to effectuate a Regulation D, Rule 506 offering for
purchase 500,000 to 1,000,000 Units, with a 500,000 Unit Minimum at a
price of $.50 per Unit, each Unit consisting of one (1) share of common
stock valued at $.50 per share, par value $0.001 per share, and an
option to purchase three (3) warrants exercisable at $1.00 per warrant,
par value $0.001 per share (collectively "the Units"). Each warrant
equals one (1) share of fully paid and non-assessable Common Stock of
Technol Fuel Conditioners, Inc., at a price equal to $1.00 per share
(the "Exercise Price"). The Warrant Termination Date shall be three (3)
years from the date of the publication of the Offering Prospectus, and
will entitle the warrant holder to purchase three (3) warrants
exercisable at $1.00 per warrant share up and through the Warrant
Termination Date. The "Use of Proceeds" to be set forth in that Offering
are as follows:
Based upon a fully subscribed Offering, excluding the exercising of the
Warrants, the proceeds raised would amount to $250,000. No monies raised from
this Offering will be used for working capital. The proceeds raised from this
Offering will be used for the following if only the minimum is raised:
Debt for Purchase of Brazilian-Indio Services, Inc. $ 55,000
Purchase of 85,000 shares of USR Holdings Co. common stock(1) $ 70,000
Assume $30,000 debt owed to US Receivables Management Corp.(2) $ 30,000
Assume $25,000 debt of USR Holdings Co. (3) $ 25,000
Consulting $ 20,000
Legal $ 35,000
Xxxxx costs (past due and future)* $ 1,200
Accounting * $ 7,800
Escrow fees $ 1,000
General Debts* $ 5,000
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TOTAL $250,000
(1) The Company intends to enter into a acquisition/merger agreement with USR
Holdings Co. A condition of that agreement is that USR Holdings Co. will
effectuate a 1:400 reverse merger upon which, the Company will purchase 85,000
post split common stock shares from USR Holdings shareholder, Xxxxx Family
Limited Partnership, for $70,000.
(2) An additional condition of the aforementioned agreement between USR
Holdings Co. is that the Company will assume a $30,000 pre-existing debt of US
Receivables Management Corp. , a subsidiary of USR Holdings Co. (3) Pursuant
to a contract between USR Holdings Co. and NMR, Inc.
* These are approximate costs based upon passed due obligations and future
requirements
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. TECHNOL and USRH 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 USRH stock issued to TECHNOL. USRH 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, though it is
not precluded from do so; 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, USRH will execute and deliver to TECHNOL and TECHNOL will
execute and deliver to USRH such further
conveyances, assignments, and other written assurances as TECHNOL or USRH
shall reasonably request in order to vest and confirm TECHNOL's shareholders
and USRH, 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.
21. General Provisions.
21.1 Headings and Interpretation. The headings used in this
Agreement are for reference purposes only and shall not affect the
meaning or interpretation of any term or provision of this
Agreement.
21.2 Severability. If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced by
any rule of law or public policy, all other conditions and
provisions of this Agreement shall nevertheless remain in full
force and effect so long as the economic or legal substance of the
transactions contemplated hereby is not affected in any manner
adverse to any party.
21.3 Entire Agreement. This Agreement represents the entire
understanding of the parties with reference to the matters set
forth herein. This Agreement supersedes all prior negotiations,
discussions, correspondence, communications and prior agreements
among the parties relating to the subject matter herein.
21.4 Amendment. This Agreement may not be amended or modified
except by an instrument in writing signed by the parties hereto.
21.5 Applicable Law. This Agreement shall be governed by the
substantive laws of the State of New Jersey, without regard to its
conflict of laws provisions.
21.6 Notices:
If to the TECHNOL Fuel Conditioners, Inc.
0 Xxxx Xxxxxx
Xxx, 000
Xxxxxxxxx, XX 00000
000-000-0000
000-000-0000 (fax)
Attn: Xxxxxx X. Xxxxxx
If USR Holdings Co.:
000 X. Xxxxxxxx, Xxx. 000
Xxxxxxx, XX 00000
000-000-0000
000-000-0000 (fax)
Attn: Xxxxx Xxxxxxxx
Copies to:
Xxxxxx X. Xxxxxxx, Esq.
0000 Xxxxx Xxxx Xx., #000
Xxxxxxxxxx, XX 00000
000-000-0000
000-000-0000 (Fax)
21.7 Counterparts and Facsimile Transmission Copies of Originals. This
Agreement may be executed in several original or facsimile copy
counterparts and all so executed and transmitted shall constitute one
Agreement, binding on all the parties hereto even though all the parties
are no signatories to the original or the same counterpart. Facsimile
transmitted signatures shall be deemed valid as though they were
originals and the parties may perform any and all obligations and duties
in reliance on the facsimile copies.
21.8 Further Assurances, Additional Documents, Etc. The parties will
cooperate with each other to accommodate the intent of this agreement.
TECHNOL and URH will exchange all financial records of the respective
company in a timely fashion so that there will be a seamless financial
transition. Failure to timely provide all corporate and financial
information on the respective Company shall constitute a breach of this
Agreement and the non-breaching party shall have the right to terminate
this Agreement or seek damages at its sole discretion.
IN WITNESS WHEREOF, the parties hereto have executed, or caused their
duly authorized representatives to execute, this Agreement and Plan of
Reorganization as of the date first written above.
Technol Fuel Conditioners, Inc.
/S/
______________________________
By:
USR Holdings Co.
/S/
______________________________
By:
US Receivables Management Corp. Xxxxxxxxxx.xxx, Inc.
/S/ /S/
______________________________ ______________________________
By: By:
Technol Shareholders:
Name: Address: Social Security or Tax I.D. Number:
______________________________________________________________________________
