PLAN OF EXCHANGE
Exhibit
10
This
agreement and Plan of Exchange (the “Plan”) is made as of April 25, 2006, by and
between, Diversified Financial Resources Corporation, a Nevada corporation
(“Nevada DFRC”) and Diversified Financial Resources Corporation, a Delaware
corporation (“Delaware DFRC”). Nevada DFRC and Delaware DFRC are sometimes
referred to as the “Parties.”
Recitals
| A. |
Whereas,
the authorized capital stock of Delaware DFRC consists of 10,000,000,000
shares of Common Stock, no stated par value of which 2,381,323 shares
are
issued and outstanding and 200,000,000 shares of preferred stock, $0.001
pare value of which 12,113,150 shares are issued and
outstanding.
|
| B. |
Whereas,
the authorized capital stock of Nevada DFRC consists of 1,250,000,000
shares of Common Stock, par value of $0.001 of which 1 share is issued
and
outstanding and 200,000,000 shares of preferred stock, $0.001 par value
of
which 0 shares are issued and
outstanding.
|
| C. |
Whereas,
the board of directors of the Parties hereto deem it advisable and
to the
advantage of the Parties that Delaware DFRC’s shareholders exchange their
shares of common stock for an equal number of shares of Nevada DFRC’s
common stock and that all operations of the Delaware DFRC be and thereby
are transferred to Nevada DFRC and the end result of changing the domicile
from the State of Delaware to the State of
Nevada.
|
| D. |
Whereas
this Plan of Exchange will have no effect or change in the nature of
the
business or management of the resulting business operations through
the
surviving corporation, Nevada DFRC.
|
Agreement
NOW,
THEREFORE, the Parties do hereby adopt this Plan of Exchange as set forth by
this agreement and do hereby agree that Delaware DFRC shall in effect merge
into
Nevada DFRC on the following terms, conditions and provisions:
1.
TERMS AND CONDITIONS:
| 1.1 |
Exchange.
Delaware DFRC shall be merged with and into Nevada DFRC and Nevada
DFRC
shall be the surviving corporation effective upon the date this Plan
of
Exchange and any other necessary documents are filed with the Secretary
of
State for the State of Nevada, (the “Effective
Date”).
|
| 1.2 |
Succession.
On the Effective Date, Nevada DFRC shall continue its corporate existence
under the laws of the State of Nevada and the separate existence and
corporate existence of Delaware DFRC, except insofar as it may be
continued by operation of law, shall be terminated and
cease.
|
| 1.3 |
Transfer
of Assets and Liabilities.
On the Effective Date, the rights, privileges, powers and franchises,
both
of a public as well as of a private nature, of each of the Parties
shall
be vested in and possessed by Nevada DFRC, subject to all of the
disabilities, duties and restrictions of or upon each of the Parties;
and
all and singular rights, privileges, powers and franchises of each
of the
Parties, and all property, real, personal and mixed, of each of the
Parties, and all debts due to each of the Parties on whatever account,
and
all things in action or belonging to each of the Parties shall be
transferred to and vested in Nevada DFRC and all property, rights,
privileges, powers and franchises, and all and every other interest,
shall
be thereafter the property of Nevada DFRC as they were of the Parties,
and
the title to any real estate vested by deed or otherwise in either
of the
Parties shall not revert or be in any way impaired by reason of this
Plan
of Exchange; provided, however, that the liabilities of the Parties
and of
their shareholders, directors and officers shall not be affected and
all
rights of creditors and all liens upon any property of either of he
Parties shall be preserved unimpaired, and any claim existing or action
or
proceeding pending by or against either of the Parties may be prosecuted
to judgment as if the Plan of Exchange had not taken place, except
as they
may be modified with the consent of such creditors and all debts,
liabilities and duties of or upon each of the Parties shall attach
to
Nevada DFRC, and may be enforced against it to the same extent as if
such
debts, liabilities and duties had been incurred or contracted by Nevada
XXXX.
|
0
| 1.4 |
Common
Stock of Delaware DFRC and Nevada DFRC.
On the Effective Date, by virtue of the Plan of Exchange and without
any
further action on the part of the Parties or their shareholders, (i)
each
shares of Common Stock of Delaware DFRC issued and outstanding immediately
prior thereto shall be converted into shares of fully paid and
nonassessable shares of the Common Stock of Nevada DFRC at a ration
of one
(1) to one (1), and (ii) each share of Common Stock of Nevada DFRC
issued
and outstanding immediately prior thereto shall be canceled and returned
to the status of authorized but unissued
shares.
|
| 1.5 |
Stock
Certificates.
On and after the Effective Date, all of the outstanding certificates
which
prior to that time represented shares of the Common Stock or Preferred
Stock of Delaware DFRC shall be deemed for all purposes to evidence
ownership of and to represent the same number and class of shares of
Nevada DFRC into which the shares of Delaware DFRC represented by such
certificates have been converted as herein provided and shall be so
registered on the books and records of Nevada DFRC and/or its transfer
agent(s). The registered owner of any such outstanding stock certificate
shall, until such certificate shall have been surrendered for transfer
or
conversion or otherwise accounted for to Nevada DFRC or its transfer
agent, have and be entitled to exercise any voting and other rights
with
respect to and to receive any dividend and other distributions upon
the
shares of Nevada DFRC evidenced by such outstanding certificate as
above
provided.
|
| 2. |
CHARTER
DOCUMENT, DIRECTORS AND OFFICERS
|
| 2.1 |
Articles
of Incorporation and Bylaws.
The Articles of Incorporation and Bylaws of Nevada DFRC in effect on
the
Effective Date shall continue to be the Articles of Incorporation and
Bylaws of the surviving corporation, Nevada
DFRC.
|
| 2.2 |
Directors.
The directors of Nevada DFRC immediately preceding the Effective Date
shall become the directors of the surviving corporation, Nevada DFRC
and
shall serve as such until their successors are duly elected and
qualified.
|
| 2.3 |
Officers.
The officers of Nevada DFRC immediately preceding the Effective Date
shall
become the officers of the surviving corporation, Nevada DFRC, on and
after the Effective Date to serve at the pleasure of its Board of
Directors
|
| 3. |
MISCELLANEOUS
|
| 3.1 |
Further
Assurances.
From time to time, and when required by Nevada DFRC or by its successors
and assigns, there shall be executed and delivered on behalf of Delaware
DFRC such deeds and other instruments, and there shall be taken or
caused
to be taken by it such further and other action, as shall be appropriate
or necessary in order to vest or perfect in or to conform of record
or
otherwise, in Nevada DFRC the title to and possession of all the property,
interests, assets, rights, privileges, immunities, powers, franchises
and
authority of Delaware DFRC and otherwise to carry out the purpose of
this
Plan of Exchange, and the officers and directors of the surviving
corporation are fully authorized in the name and on behalf of Delaware
DFRC or otherwise to take any and all such action and to execute and
deliver any and all such deeds and other
instruments.
|
| 3.2 |
Amendment.
At any time before or after approval by the shareholders of Delaware
DFRC,
this Plan of Exchange may be amended in any manner (except that, after
the
approval of the Plan of Exchange by the shareholders of Delaware DFRC,
the
principal terms may not be amended without the further approval of
the
shareholders of Delaware DFRC) as may be determined in the judgment
of the
respective Board of Directors of the Parties hereto, to be necessary,
desirable or expedient in order to clarify the intention of the Parties
hereto or to effect or facilitate the purpose and intent of this Plan
of
Exchange.
|
2
| 3.3 |
Conditions.
The obligations of the Parties to effect the Plan of Exchange contemplated
hereby is subject to satisfaction of the following conditions (any
or all
of which may be waived by either of the Parties in its sole discretion
to
the extent permitted by law): the Plan of Exchange shall have been
approved by the shareholders of Delaware DFRC in accordance with
applicable provisions of the law of the State of Delaware and any and
all
consents, permits, authorizations, approvals, and orders deemed in
the
sole discretion of Delaware DFRC to be material to consummation of
the
Plan of Exchange shall have been
obtained.
|
| 3.4 |
Abandonment
or Deferral.
At any time before the Effective Date, this Plan of Exchange may be
terminated and the plan abandoned by the Board of Directors of either
Party or both, notwithstanding the approval of this Plan of Exchange
by
the shareholders of Delaware DFRC or Nevada DFRC, or the consummation
of
the Plan of Exchange may be deferred for a reasonable period of timeif,
in
the opinion of the Board of Directors of both parties hereto, such
action
would be in the best interest of such the Parties. In the event of
termination of this Plan of Exchange, this agreement shall become void
and
of no effect and there shall be no liability on the part of either
Party
or their respective Board of Directors, or shareholders, with respect
thereto, except that Delaware DFRC shall pay all expenses incurred
in
connection with the Plan of Exchange or in respect of this Plan of
Exchange or relating thereto.
|
| 3.5 |
Counterparts.
In order to facilitate the filing and recording of this Plan of Exchange,
the same may be executed in any number of counterparts, each of which
shall be deemed to be an original.
|
IN
WITNESS WHEREOF, this Plan of Exchange, having been first duly approved by
the
Board of Directors of Delaware DFRC and Nevada DFRC, is hereby executed on
behalf of each said corporation and attested by their respective officers
signature herein below and as duly authorized.
DIVERSIFIED
FINANCIAL RESOURCES CORPORATION-a Nevada Corporation
By:_____________________________
Xxxxx
Xxxx, Xx., President and Director
DIVERSIFIED
FINANCIAL RESOURCES CORPORATION-a Delaware Corporation
By:_____________________________
Xxxxx
Xxxx, Xx., President and Director
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