AGREEMENT AND PLAN OF REORGANIZATION

 

AGREEMENT AND PLAN OF REORGANIZATION

 

THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is dated March 29, 2006, and is by and between Amerimine Resources, Inc., a Florida corporation (the “Company”) and American Unity Investments, Inc., a Nevada corporation (“American Unity”).

 

R E C I T A L S

 

WHEREAS, the shareholders of American Unity ("Shareholders") own the shares of capital stock of American Unity as set forth in Schedule 1 attached here­to, constitut­ing all of the issued and out­standing stock of American Unity (the “American Unity Shares”);

 

WHEREAS,  the Company is a public company, required to file reports under Section 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act");

 

WHEREAS, the Board of Directors of the Company and American Unity deem it advisable that the acquisition by the Company of American Unity be effected through an exchange (the "Exchange") of American Unity Shares pursuant to this Agreement;

 

WHEREAS, the Company desires to acquire all of the outstanding American Unity Shares for shares of Common Stock of the Company.

 

A G R E E M E N T

 

NOW, THEREFORE, in consideration of the mutual covenants and agreements con­tained herein and in reliance upon the representa­tions and warranties hereinafter set forth, the parties agree as follows:

 

I.  EXCHANGE

 

1.01  Exchange.  The Shareholders shall exchange all of their American Unity Shares for a total of 50,000,000 (post split) shares of Common Stock of the Company (the "Common Stock") at the Closing of this Agreement. Immediately prior to Closing there shall be approximately 71,239 (post split) shares of Common Stock outstanding and $43,700 of Convertible Debentures outstanding which will convert into 22,463,768 shares, so that after the reverse split described in Section 6.01 (the “Reverse”), the conversion of the Convertible Debentures described in Section 6.01 the issuance of shares at the Closing the Company shall have outstanding  approximately 72,535,007 shares of Common Stock.

 

 

1.02.

Closing.  The Closing of the transactions contemplated by this Agreement (the "Closing") shall take place on or before April 10, 2006 at the corporate offices of  Worldwide Capital, at 353 Sacramento, 15th Floor, San Francisco, CA 94111, or as soon as practicable after the Reverse has been effected.

 

1.03.

Deliveries on Execution.  Upon execution of this Agreement, Company shall deliver the following documents:

 

1.03(a).  Resignations of all of its current officers and directors, and board

 

resolutions electing Lin Bi to the Board of Directors of the Company and Charlie Peng as President, Lin Bi as Chief Financial Officer and Bob Hoover as Secretary.

 

1.03(b).  A certified shareholder list dated as of the close of business March 29, 2006 reflecting 71,238,700 pre-split shares of common stock outstanding.

 

1.03 ( c).  A letter addressed to its transfer agent  with a copy of the resolutions described in subparagraph (a) above,

 

1.03(d)

   Current EDGAR codes and all comment letters from the SEC received since January 1, 2006.

 

1.03(e)

    All minute books, bank account statements, and other financial records of the Company.

 

1.04(f)  Releases from Daniel Enright, Elephant Capital, and Hand & Hand for any amounts owed to them or by any person claiming through them by the Company.

 

1.04.

Deliveries.  Subsequent to Closing, the Company shall issue the 50,000,000 post split shares to the American Unity Shareholders and the 22,463,768 post split shares to the holders of the Convertible Debentures.

 

1.05.

Filings.  Immediately following the Closing, the Company shall file a Current Report on Form 8-K with the U.S. Securities and Exchange Commission, reporting the transactions set forth in this Agreement, together with audited financial statements of American Unity

 

II.

REPRESENTATIONS AND WARRANTIES OF AMERICAN UNITY

 

American Unity repre­sents and warrants to the Company as fol­lows, as of the date of this Agreement and as of the Closing:

 

2.01.  Organization.

 

2.01(a).  American Unity is a corporation duly or­gan­ized, validly existing and in good stand­ing under the laws of the State of Nevada; American Unity has the cor­porate power and auth­or­ity to carry on its business as presently con­ducted; and American Unity is quali­fied to do business in all juris­dictions where the failure to be so quali­fied would have a material adverse effect on its busi­ness.

 

2.02.  Capitalization.

 

2.02(a).  The authorized capital stock and the issued and outstanding shares of American Unity is as set forth on Exhibit 2.02(a). This Exhibit gives effect to a change in the par value of the Common Stock from $.01 to $.02 which was effected in calendar 2006.  All of the issued and out­stan­ding shares of American Unity are duly author­ized, validly issued, fully paid and nonassess­able.

 

2.02(b).  Except as set forth in Exhibit 2.02(b) there are no outstanding options, warrants, or rights to purchase any securities of American Unity.  

 

 

2.03.

Subsidiaries and Investments.  American Unity does not own any capital stock or have any interest in any corpor­ation, part­nership or other form of business organization, except as de­scribed in Exhibit 2.03 hereto.

 

2.04.

Financial Statements.  The audited financial statements of American Unity as of and for the two years ended December 31, 2005, including the audited balance sheet as of December 31, 2005 and the related audited statement of operations, cash flows and changes in stockholders' equity for the two years then ended present fairly the financial position and results of operations of American Unity, on a consistent basis.

 

2.05.

No Undisclosed Liabilities.  To the best knowledge of American Unity, other than as described in Exhibit 2.05 attached hereto, American Unity is not sub­ject to any material liabil­ity or obligation of any nature, whe­ther ab­solute, accrued, contin­gent, or otherwise and whether due or to  become due, which is not reflected or reserved against in the Financial State­ments, except those incurred in the normal course of business.

 

2.06.

Absence of Material Changes.  Since December 31, 2005, except as described in any Exhibit attached hereto or as required or permit­ted under this Agreement, there has not been:

 

2.06(a).  any material adverse change in the condition (financial or otherwise) of the properties, assets, liabilities or business of American Unity, except chan­ges in the ordi­nary course of business which, individ­ually and in the ag­gregate, have not been ma­ter­ially adverse;

 

2.06(b).  any redemption, purchase or other acquisition of any shares of the capital stock of American Unity, or any issuance of any shares of capital stock or the grant­ing, issuance or exercise of any rights, warrants, options or commitments by American Unity relating to their auth­or­ized or issued capital stock; or

 

2.06(c).  any change or amendment to the Certificate of Incor­poration of American Unity.

 

2.07.

Litigation.   Except as set forth in Exhibit 2.07 at­tached hereto, to the best knowledge of American Unity there is no litigation, proceeding or investigation pending or threat­ened against American Unity affecting any of its properties or assets against any officer, director, or stockholder of American Unity that might result, either in any case or in the aggregate, in any ma­terial adverse change in the business, opera­tions, affairs or condition of American Unity or its proper­ties or as­sets, or that might call into question the valid­ity of this Agree­ment, or any action taken or to be taken pursuant here­to.

 

2.08.

Title To Assets.  American Unity has good and marketable title to all of its assets and proper­ties now car­ried on its books includ­ing those reflected in the balance sheets con­tained in the  Financial Statements, free and clear of all liens, claims, charges, security interests or other encum­bran­ces, except as described in Ex­hibit 2.08 at­tached hereto or any other Ex­hibit.

 

2.09.

Transactions with Affiliates, Directors and Share­holders.  Except as set forth in Exhibit 2.09 attached hereto, there are and have been no con­tracts, agree­ments, arrangements or other transactions between American Unity, and any officer, di­rec­tor, or stock­holder of American Unity, or any cor­poration or other en­tity controlled by the Shareholders, a member of the Shareholders' families, or any affiliate of the Shareholders.

 

2.10.

No Conflict.  The execution and delivery of this Agree­ment and the consumma­tion of the transactions contemplated hereby will not conflict with or result in a breach of any term or pro­vision of, or constitute a default under, the Articles of Incor­poration or Bylaws of American Unity, or any agre­ement, con­tract or instru­ment to which American Unity is a party or by which it or any of its assets are bound.