AGREEMENT & PLAN OF REORGANIZATION
This Agreement and Plan of Reorganization is entered into this 28 day
of February, 1999, by and between Healthcare Resource Management,
Inc., a Nevada corporation, with offices at 0000 Xxxxx Xxxxx Xxxxx,
Xxxxx 000, Xxx Xxxxx, Xxxxxx 00000 hereinafter referred to as "HRMI"
and RB Capital & Equities, Inc., a Nevada corporation, with offices at
00000 Xxxx Xxxxxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx 00000,
hereinafter referred to as "RI3CE" are the parties hereto.
RECITALS
A. Healthcare Resources Management, Inc., is a publicly traded
Nevada corporation, having an authorized capital of 100,000,000
hares of $.001 par value of which 5,256,716 shares are outstanding.
B. Healthcare Resources Management, Inc. has a net worth of less
than $ 75,000. RB Capital & Equities, Inc., is a publicly held
Nevada corporation with 50,000,000 authorized $.001 par value
common stock of which 1,211,063 are outstanding.
C. The parties believe it to be in their mutual best interests for
Healthcare to acquire RB Capital & Equities as a subsidiary
pursuant to rule 368 (A)(1)(B) of the Internal
Revenue Code of 1986, as amended.
E. The parties desire to finalize the Agreement & Plan of Reorganization.
NOW THEREFORE, IN CONSIDERATION OF THEIR
MUTUAL PROMISES
COVENANTS SET FORTH HEREINAFTER, THE PARTIES
AGREE AS FOLLOW
1 . Condition precedent to finalization of plan:
A- HRMI will agree to reverse its present
outstanding common stock on a One for Ten
basis, 5,256,716 to 525,672.
2. Purchase: HRMI agrees to acquire 100% of the
common capital stock of RBCE in
exchange for post split common shares.
3. Exchange: HRMI agrees to issue Three Million
Six Hundred Thirty- Three Thousand, One Hundred
Eighty Three (3,633,183) shares of $.001 par value post
split shares for 100% of the common stock of RBCE
pursuant to Internal Revenues
Rule 836 (A)(1)(B) 1986, as amended. Said venture will be made
contemporaneously with the receipt of the share of RBCE. This
exchange is valid
for not less than 80% of the said shares.
4. Business Purpose: The purpose of this
transaction to provide HRMJ with an
operating subsidiary.
5. Intent: It is the intent of the parties hereto that HRMI
will change its name to Triad Industries, Inc. and that said
company will become a consolidating parent holding corporation.
6.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 such transfer or exchange
shall not be registered under federal or state securities law.
7. Transfer of Securities: All Parties acknowledge and agree
that the common stock of HRMI received by RBCE shall be
distributed directly to the shareholders of
RBCE in compliance with Rule 368 (A)(1)(B).
8. Unregistered Securities: The Parties acknowledge that the
shares of HRMI to be transferred to the RI3CE shareholders will
be registered securities and may not be
transferred by the shareholders unless subsequently
registered or an exemption from registration is available.
The certificates representing the shares issued to RBCE
shareholders will bear a legend to the effect that the shares
have not been registered and cannot be transferred unless
registered and an exemption is available.
9. Default: In the event any party defaults in performing
any of its duties or obligations under the Plan or Reorganization,
the party responsible for such default shall pay all costs
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.
10. 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 parties at the following addresses:
Healthcare Resources Management, Inc.
0000 Xxxxx Xxxxxx Xxxxx, Xxxxx 000
Xxx Xxxxx, Xxxxxx 00000
RB Capital & Equities, Inc.
00000 X. Xxxxxxxx Xx., Xxxxx 000
Xxx Xxxxx, Xxxxxxxxxx 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.
11. Binding: This Agreement shall be binding upon the parties
hereto and upon their respective heirs, representatives, successors
and assigns.
12. Governing Law: This Agreement shall be governed by
and construed under the laws of the State of Nevada.
13. 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.
14. Signatures: This Agreement and Plan of
Reorganization 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.
HEALTHCARE RESOURCES RB CAPITAL & EQUITIES, INC.
MANAGEMENT, INC.
Xxxxx X. Xxxxxxx Xxxxx X. Xxxxxx
President President
Xxxx Czoke Xxxxxxx Xxxxxxxx
Secretary Secretary
