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Agreement and Plan of Reorganization

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Sectors: Biotechnology / Pharmaceuticals
Governing Law: Nevada, View Nevada State Laws
Effective Date: October 29, 2003
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THIS AGREEMENT AND PLAN OF REORGANIZATION is entered into as of the day of October 29, 2003 by and between the following:


ADVANCED HEALTHCARE TECHNOLOGIES, INC. (the "Company"), a Nevada corporation, whose address is 10838 Old Mill Road, Omaha, Nebraska 68154; and


NUTRATEK, LTD. ("NutraTek"), a Utah LLC, whose address is 859 West South Jordan Parkway #104, South Jordan, Utah 84095.


Recitals.


A. The Company and NutraTek desire to effect a Type B reorganization under Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended, on the terms and conditions set forth below, whereby the Company will acquire all of the issued and outstanding shares of NutraTek common stock by issuing solely in exchange therefore to NutraTek's members, shares of the Company's Common Capital Stock (the "Company Stock").


NOW THEREFORE in consideration of the foregoing recitals, the mutual representations, warranties and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:


I. BASIC TRANSACTION.


1.1 Plan of Reorganization. Subject to the terms and conditions of this Agreement and pursuant to Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended, the parties to this Agreement shall effect a Type B reorganization (the "Reorganization") whereby all of the outstanding ownership of NutraTek will be exchanged for 101,000,000 (post rercapitalization) shares of the Company's Common Stock. In addition there will be 39,000,000 shares issued to those parties designated as affiliates of NutraTek pursuant to Disclosure schedule 1.1 attached hereto. All such affiliates have agreed and do hereby agree to assign all of their voting rights to Johnny Sanchez, President of NutraTek. The Reorganization shall take place on the Closing Date (hereinafter defined in Section 1.2 of this Agreement) and shall be accomplished in accordance with Article V below.


1.2 Closing. The closing of the Reorganization and exchange contemplated and provided for in this Agreement (the "Closing") shall take at a time and place to be mutually agreed upon by the parties on the third business day following the satisfaction or waiver or all conditions to the obligations of the parties to consummate the subject reorganization and exchange (other than the conditions with respect to actions the respective parties will take at the Closing itself) or such other date as the parties may mutually determine (the "Closing Date"); provided, however, that the Closing Date shall occur no later than November 30, 2003, absent regulatory delays.


1.3 Terms of Exchange. On the Closing Date:


The Company shall ratably issue and cause to be delivered to the NutraTek's members certificates representing 101,000,000 together with the 39,000,000 affiliate shares or its equivalent post re-capitalization shares of the Company's Common Capital Stock, in consideration for the transfer to the Company by the NutraTek owners of all the ownership interests of NutraTek issued and outstanding as of the Closing Date. No other form of ownership of any preference or type of NutraTek are outstanding on the date of this Agreement or shall be outstanding on the Closing Date; and


The NutraTek members shall, in consideration for their receipt of the shares of the Company's Common Capital Stock, transfer and deliver to the Company certificates representing all of the issued and outstanding membership shares of NutraTek owned by them. The Company shall receive good and marketable title to all of NutraTek issued and outstanding common stock free and clear of all liens, mortgages, pledges, claims or other rights or encumbrances whatever, whether disclosed or undisclosed.


1.4 Restrictions on Transfer. The Company's Common Capital Stock, when issued and delivered hereunder, shall not be registered under the Securities Act of 1933, as amended, nor shall the NutraTek Members be granted any registration rights as to such shares. Each certificate representing shares of the Company's Common Capital Stock will bear a customary restrictive legend which states in effect that such shares have not been registered under the Securities Act of 1933 and consequently may not be transferred, assigned, sold or hypothecated unless registered under the Securities Act of 1933 or, in the opinion of Company's counsel, an exemption from the registration requirements of the Securities Act of 1933 is available for such transaction.


II. REPRESENTATIONS AND WARRANTIES.


2.1 Representations and Warranties of NutraTek. NutraTek hereby represents and warrants to the Company that the statements contained in this Section 2.1 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 2.1), except as set forth in the disclosure schedule accompanying this Agreement (the "NutraTek Disclosure Statement. The NutraTek Disclosure Statement will be arranged in paragraphs corresponding to the lettered subsections contained in this Section 2.1.


(a) Due Organization. NutraTek is a Limited Liability Company duly organized, validly existing, and in good standing under the laws of the State of Utah and is qualified to do business and is in good standing in all jurisdictions in which such qualification is necessary. NutraTek has all requisite legal power and authority to conduct its business, to own its properties and to execute and deliver, and to perform all of its obligations under this Agreement to which it is a party.


(b) Due Authority. The execution, delivery and performance under this Agreement and the documents provided for herein by NutraTek have been authorized by all necessary legal action; provided, however, that NutraTek cannot consummate the Reorganization unless or until it receives the requisite approval from its members.


(c) Capitalization. NutraTek's authorized capitalization presently consists of _______ shares of capital stock, no par value, of which, as of the date hereof, _______ shares are issued and outstanding and ______ shares have been reserved for issuance based upon certain specified


contingencies. All issued and outstanding shares have been duly authorized, validly issued and fully paid and non-assessable, and subject to no preemptive rights of any shareholder.


(d) Outstanding Options, Warrants or Other Rights. NutraTek has no outstanding warrants, options or similar rights whereby any person may subscribe for or purchase shares of its ownership, nor are there any other securities outstanding which are convertible into or exchangeable for its ownership, and there are no contracts or commitments pursuant to which any person may acquire or NutraTek may become bound to issue any ownership.


(e) Copies of Documents Genuine. All copies of NutraTek articles of incorporation and bylaws (each as amended to date) and all minutes of meetings or written consents in lieu of meetings of shareholders, directors and committees of directors of NutraTek which have been or will be furnished to the Company are true, complete, correct and unmodified copies of such documents.


(f) Officers and Directors. The officers and directors of NutraTek consists of the following:
Name Office Johnny Sanchez Director, President


Virginia Sanchez Director,


(g) Noncontravention. The execution of this Agreement by NutraTek and the consummation of the transactions contemplated hereby will not result in the breach of any term or provision of, or constitute a default under, any provision or restrictions of any indenture, agreement, or other instrument or any judgment, order, or decree to which NutraTek is a party or by which it is bound, or will it conflict with any provisions or the Articles of Organization and Operating Agreement.


(h) Litigation. There are no suits, actions or proceedings at law or in equity, pending or threatened against or affecting NutraTek that can be expected to result in any materially adverse change in the business, properties, operations, prospects, or assets or in its condition, financial or otherwise.


(i) Laws and Regulations. NutraTek has complied with all laws, rules, regulations and ordinances relating to or affecting the conduct of NutraTek's business and NutraTek possesses and holds all licenses and permits required in its business by federal, state or local authorities.


(j) Full Disclosure. Neither this Agreement nor any other instrument furnished to the Company by or on behalf of NutraTek contains any untrue statement of a material fact or omits to state a material fact necessary to make any statements made not misleading, and there is no fact that materially and adversely affects, or foreseeably may materially and adversely affect, NutraTek's financial condition, liabilities, business, or assets that have not been disclosed herein or in any other instrument.


(k) Representations and Warranties True at Closing. Except as expressly herein otherwise provided, all of the representations and warranties of NutraTek set forth herein shall be true as of the Closing Date as though such representations and warranties were made on and as of such date.


2.2 Representations and Warranties of the Company. The Company represents and warrants to NutraTek and its shareholders that the statements contained in this Section 2.2 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 2.2), except as set forth in the disclosure schedule accompanying this Agreement (the "Company Disclosure Statement"). The Company Disclosure Statement will be arranged in paragraphs corresponding to the lettered subsections contained in this Section 2.2 and are included in all of its regulatory filings.


(a) Organization. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Nevada and is qualified to do business and is in good standing in all jurisdictions in which such qualification is necessary. The Company has all requisite corporate power and authority to conduct its business, to own its properties and to execute and deliver, and to perform all of its obligations under this Agreement to which it is a party.


(b) Due Authority. The execution, delivery and performance under this Agreement and the documents provided for herein by Company have been authorized by all necessary corporate action.


(c) Capitalization. The Company's authorized capitalization presently consists of 100,000,000 authorized shares of .001 par value common stock. Prior to the date of closing the Company will amend its articles of incorporation to authorize not less than 250,000,000 shares of .001 par value common capital stock. The Company also has 5,000,000 .01 par value Preferred Shares authorized without designation, none of which are issued or outstanding. All issued and outstanding shares have been duly authorized, validly issued and fully paid and nonassessable and all shares of Company's Common Capital Stock to be issued and delivered on the Closing Date to the NutraTek Members and affiliates pursuant to the Agreement will be, when so delivered, duly authorized and validly issued and outstanding, fully paid and non-assessable, free and clear of any lien, charge, claim or encumbrance whatsoever and subject to no preemptive rights of any Shareholder.


(d) Outstanding Options, Warrants or Other Rights. Except as set forth in the Company Disclosure Statement [2.2(d)], the Company has no outstanding warrants, options or similar rights whereby any person may subscribe for or purchase shares of its common stock, nor are there any other securities outstanding which are convertible into or exchangeable for its common stock, and there are no contracts or commitments pursuant to which any person may acquire or NutraTek may become bound to issue any shares of such common stock. Included in Disclosure 2.2(d) are those shares to be issued to certain investor relations and public relations firms and or individuals totaling 50,000,000. Johnny Sanchez shall receive a voting proxy on all IR and PR shares issued pursuant to this agreement.


(e) Financial Statements. The Company has provided NutraTek with its most recent financial statements dated June 30, 2003 and will provide its September 30, 2003 un-audited financials statements when they are completed by the Company and reviewed by its auditor. These financial statements have been prepared in accordance with generally accepted accounting principles, are correct, complete, and fairly represent the financial position and results of operations of the Company as of said date and for the periods indicated.


(f) Adverse Changes. Since the date of the financial statements described in Section 2.2(e) above, there have not been, and prior to the Closing Date, there will not be, any material changes in the financial position of the Company and its subsidiaries (if any) except changes arising in the ordinary course of business and except changes that are otherwise disclosed in writing to NutraTek.


(g) Undisclosed Liabilities. The Company does not have any liability (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due) except for liabilities set forth on the face of the Balance Sheet delivered to NutraTek in accordance with the provisions of Section 2.2(e) above, and liabilities which have arisen after the date of the financial statements provided in accordance with the provisions of Section 2.2(e) above in the ordinary course of the Company's business.


(h) Copies of Documents Genuine. All copies of the Company's articles of incorporation and bylaws (each as amended to date) and all minutes of meetings or written consents in lieu of meetings of shareholders, directors and committees of directors of the Company which have been or will be furnished to NutraTek are true, complete, correct and unmodified copies of such documents.


(i) Noncontravention. The execution of this Agreement by the Company and the consummation of the transactions contemplated hereby will not result in the breach of any term or provision of, or constitute a default under, any provision or restrictions of any indenture, agreement, or other instrument or any judgment, order, or decree to which the Company is a party or by which it is bound, or will it conflict with any provisions or the Articles of Incorporation or Bylaws of the Company.


(j) SEC Filings. The Company is a fully reporting company under the Securities Act of 1933, as amended, and the Securities
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