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Exhibit 2.1
PLAN OF REORGANISATION
This Plan of Reorganization is made and entered into as of this 26th day of
April, 2000 by and between FlexxTech Holdings, Inc. (formerly Infinite
Technology Holding Corp.), a Nevada Corporation, hereinafter referred to as
"FLEXHOLDINGS" and FlexxTech Corporation (formerly Infinite Technology
Corporation), a Nevada Corporation, hereinafter referred to as "FLEXCORP", and
Mardock, Inc., an Oregon Corporation, hereinafter referred to as "MARDOCK".
RECITALS
A. FLEXHOLDINGS is a Nevada corporation in good standing in said state
with Twenty Five Million (25,000,000) shares of $.001 par value authorized and
100 shares outstanding.
B. FLEXCORP is a public Nevada corporation in good standing in said state
with Twenty Five Million (25,000,000) shares of $.001 par value authorized and
1,778,945 shares outstanding. FLEXCORP is the owner of 100 shares or 100% of the
shares of FLEXHOLDINGS.
C. MARDOCK is an Oregon corporation in good standing in said state
engaged in the corporate promotion business.
D. FLEXHOLDINGS is desirous of acquiring MARDOCK.
E. The parties believe it to be in their mutual best interest for
FLEXHOLDINGS to acquire One Hundred percent (100%) of the common stock of
MARDOCK in exchange for common stock of FLEXCORP.
F. The parties desire the transaction to qualify as a tax free, stock for
stock, reorganization pursuant to Internal Revenue Code 368(a)(1)(B), 1986, as
amended.
G. The parties desire to formalize their Agreement and Plan of
Reorganization.
NOW THEREFORE, IN CONSIDERATION OF THEIR MUTUAL PROMISES AND COVENANTS SET FORTH
HEREINAFTER, THE PARTIES AGREE AS FOLLOWS:
1. Plan and Reorganization: The parties hereby adopt a Plan of
Reorganization whereby FLEXHOLDINGS will acquire One Hundred percent (100%) of
the outstanding common stock of MARDOCK, pursuant to the terms and conditions
set forth hereunder. The parties further acknowledge that it is their intent
that such reorganization qualify as a tax free reorganization pursuant to
applicable sections of the Internal Revenue Code of 1986, as amended. Both
Parties, however, will seek their own tax counsel.
2. Exchange: FLEXCORP hereby agrees on the behalf of FLEXHOLDINGS to
transfer to the shareholders of MARDOCK Six Hundred Thousand (600,000) shares of
authorized but unissued common stock of FLEXCORP in exchange for One Hundred
percent (100%) of the common stock of MARDOCK. Said issuance will be made
contemporaneously with the receipt of the MARDOCK shares.
3. Business Purpose: The parties acknowledge that the purpose of the
reorganization is to expand the business of FLEXHOLDINGS into the corporation
promotional business and business to business e-commerce. And further to take
advantage of the opportunity that now exist within the Internet.
4. Exempt Transaction: All parties acknowledge and agree that any
transfer of securities pursuant to this Agreement will constitute an exempt,
isolated transaction and that the securities received in
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PLAN OF REORGANISATION
such transfer or exchange shall not be registered under federal or state
securities law.
5. Transfer of Securities: All parties agree that the common stock of
FLEXCORP received by MARDOCK shall be distributed directly to the shareholder of
MARDOCK. The parties acknowledge that said shareholder has approved the terms
and conditions of this Plan of Reorganization and exchange and distribution of
the FLEXCORP stock.
6. Unregistered Securities: MARDOCK is aware and acknowledge that the
shares of FLEXCORP to be transferred to MARDOCK will be unregistered securities
and may not be transferred by the holders thereof unless subsequently registered
or an exemption from registration is available. The certificates issued to
MARDOCK 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 that either Party defaults in performing any of
its duties or obligations under this Agreement, the Party responsible for such
default shall pay all costs incurred by the other Party in enforcing its rights
under this Agreement or in obtaining damages for such default, including costs
of court and reasonable attorney's fees, whether incurred through legal action
or otherwise and whether incurred before or after judgment.
8. Notices: Any notices 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 to an officer or
registered agent of a corporate party or may be given to depositing such notice
or correspondence in the U.S. mail, postage prepaid, certified or registered,
return receipt requested, addressed to the parties at the following address:
FLEXXTECH HOLDINGS, INC. and
FLEXXTECH CORPORATION
5777 W. Century Blvd., Suite 775
Los Angeles, CA 90045
MARDOCK, INC.
3200 Rivergate St. N.E.
McMinnville, OR 97128
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 by giving
written notice to the other Party as provided above.
9. Binding: This Agreement shall be binding upon the Parties hereto and
upon their respective heirs, representatives, successors and assignees.
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 their respective corporations.
12. This Agreement may be signed in counterpart.
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PLAN OF REORGANISATION
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
and year first written above.
FLEXXTECH HOLDINGS, INC.
By: /s/ Brian Kulhanjian
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Brian Kulhanjian
President, CEO, Secretary & Director
FLEXXTECH CORPORATION
By: /s/ Brian Kulhanjian
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Brian Kulhanjian
President, CEO, Secretary & Director
MARDOCK, INC.
By: /s/ Greg Mardock
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Greg Mardock
President and Director
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