EXHIBIT
2.1
SHARE EXCHANGE
& ACQUISITION AGREEMENT
THIS
AGREEMENT, made and entered into this 14 th day of May,
2004, by and between Carmina Technologies, Inc. (hereinafter
referred to as “CARL”), a Utah Corporation and Advanced
Integrated Management Services, Inc., (AIMSI) a privately held
Tennessee corporation, the Company, and Reginald Hall, sole
shareholder of AIMSI.
WITNESSETH
WHEREAS, CARL
desires to acquire all of the issued and outstanding capital stock
of the Company, and
WHEREAS, Hall is
the holder of all the Company’s capital stock outstanding,
and desires to transfer all of the issued and outstanding capital
stock of the Company to CARL in exchange for such consideration as
is set forth herein, and
WHEREAS, it is the
intention of the parties to this Agreement that the transactions
evidenced hereby qualify as a reorganization pursuant to such
sections of the Internal Revenue Code of 1954, as amended (the
“Code”), as are applicable, including, without
limitation, Section 368 (a)(1)(b) thereof, and that there not be a
taxable gain or loss recognized by CARL, Company or the Company
Shareholders upon consummation of the transaction evidenced hereby,
and
WHEREAS, the
transactions evidenced hereby are to be submitted for approval at a
special meeting of the Board of Directors of CARL and Company and
by the Company Shareholders by unanimous consent, dated on even
date herewith;
NOW,
THEREFORE, in consideration of the foregoing premises and the
mutual covenants, terms and conditions set forth herein, and such
other and further consideration, the receipt and sufficiency of
which is hereby acknowledged, this Agreement is adopted as a
reorganization pursuant of the Code and THE PARTIES AGREE AS
FOLLOWS:
ARTICLE
I
REPRESENTATIONS
AND WARRANTIES OF CARL
CARL
represents and warrants to Company and the Company Shareholders as
follows:
1.1
CARL
Profile. CARL is currently conducting, but has not engaged in
business operations which generated significant revenues and will
not have conducted business operations other than those described
herein. Other than the costs associated with transaction
proposed herein, CARL has no liabilities of any nature, whether
accrued absolute, contingent, known or otherwise, except as
described in its financial statements. CARL has no assets
except as disclosed on its audited financial statements.
Within thirty days of the closing of this document, CARL will
have divested itself of all assets and liabilities, including the
series of notes payable to the Rhonda Corporation and other
individuals and ceased its current operations. All notes
payables will be converted with releases given with the exception
of an $80,000 note payable to the Rhonda Corporation. The
Company will not be responsible for any liabilities caused by the
operation of CARL prior to the Company taking control of public
company. There is a lawsuit involving CARL and Carmina
Canada, Inc. and the divested company shall be responsible for all
liabilities incurred.
a.
CARL
will do that by organizing a subsidiary corporation and then
authorizing a spin-out of the shares of that corporation to its
present of-record stockholders on a pro-rata basis as a partial
liquidating stock dividend, that it will Issue those certificates
at this time, but that it will not distribute the certificates
unless and until it is in receipt of an opinion of counsel that
there is adequate information about the spin-off and the subsidiary
and its business available to the trading markets; and
b.
That
CARL organized a prior subsidiary in July of 2001, i.e. Tamco
Holdings to which CARL transferred its interest in certain mineral
properties and authorized a pro-rata spin-out as a partial
liquidating dividend, and which it will now proceed to complete on
the same basis as described above.
a.1
Financial
Statements. CARL has delivered a copy of its audited
financial statements as of and for the period ended December 31,
2002, together with all notes thereto, and reviewed interim
financial statements for the first three quarters in 2003.
The financial statements were prepared in reasonable detail
in accordance with U.S. generally accepted accounting principles
applied on a consistent basis, which financial statements contain a
Balance Sheet, a Statement of Cash Flows as of and for the year
ended December 31, 2002 and for the first three quarters in
2003.
a.2
Employment
Agreements; Benefit Plans. There is not currently any
employment or severance agreement to which CARL was or is subject
or by which it was or is bound. Further, no such agreement
will arise in the future as a result of acts which have occurred
previous to or concurrent with the date hereof. Further, CARL
is not subject to, nor has it established, a benefit plan, whether
pursuant to the Code or otherwise, other than disclosed in
CARL’s public filings. No shares of common stock,
options to acquire common stock or other benefits have been issued
under, or pursuant to, any such plan or arrangement.
a.3
Permits and
Licenses. The Business of CARL has complied and currently
complies in all material respects with all applicable laws and
regulations. Further, the business of CARL does not currently
require, and has not in the past required, application to procure
any license, permit, franchise, order or approval.
a.4
Litigation.
There is no litigation or proceeding pending or threatened
against or relating to CARL or its business, except for the lawsuit
regarding Carmina Canada, Inc. which shall be handled by the
divested company.
a.5
Contracts,
Agreements and Leases. Other than its agreement with its legal
counsel, auditor, and transfer agent, CARL is not a party to any
contracts, agreements, permits, licenses, plans, leases or similar
arrangements. The obligations of CARL owed to its legal
counsel and transfer agent will be paid in full through closing by
CARL, without exception.
a.6
Authorization.
CARL has duly taken all corporate action necessary to
authorize the execution and delivery of this Agreement, the
consummation of the transactions evidenced hereby and the
performance of its obligations hereunder.
a.7
Enforceable
Obligations. This Agreement is a legal and binding obligation
of CARL, enforceable in accordance with the terms hereof, except as
limited by bankruptcy, insolvency or other laws of general
application relating to the enforcement of creditor’s rights
and general equitable principles.
a.8
No
Conflicts or Consents. The Execution and delivery by CARL of
this Agreement and the performance of its obligations have not
conflicted and will not conflict with any provision of law,
statute, rule or regulation or any judgment applicable to or
binding upon CARL, nor will it result in the creation of any lien,
charge or encumbrance. No consent, approval, authorization or
order of any court or governmental authority or third party has
been or is required in connection with execution and delivery by
CARL of this Agreement or the consummation of the transactions
evidenced hereby. Neither the execution nor the consummation
of this Agreement in accordance with the terms and conditions set
forth herein has conflicted or will conflict with or constitute a
default under or a breach or violation or grounds for termination
of or an event which with the lapse of time or notice and the lapse
of time could or would constitute a default under the Articles of
Incorporation or bylaws of CARL.
a.9
Organization and
Good Standing. CARL is a corporation duly organized, validly
existing and in good standing under the laws of the State of Utah
and has all corporate powers required to carry on its business and
enter into and carry out the transactions evidenced herein.
CARL is qualified to do business and is in good standing as a
foreign corporation in all jurisdictions wherein the character of
the properties owned or held by it or the nature of the business
transacted makes such qualification necessary. As of the
closing date hereof, CARL will not have any subsidiaries or
interests in any corporation, partnership, limited partnership or
other business entity. Both the Articles of Incorporation and
the By-Laws of the corporation only require a simple majority for
any vote of the Board or Shareholders.
a.10
Capitalization.
As of the date hereof, prior to execution of this Agreement,
the authorized capital stock of CARL consists of 40,000,000 shares
of common stock, $.00 par value, of which 25,056,000 of such shares
are issued and outstanding. All outstanding securities were
issued in accordance with applicable federal and state securities
laws or exemptions there from.
a.11
Tax
Filings. All tax reports of CARL have been filed as due and
no filings are delinquent. Further, no state of facts exists
or has existed which would constitute grounds for the assessment of
any tax liability.
a.12
Compliance With
Law. CARL is in compliance with all laws, regulations and
orders applicable to its business, including but not limited to,
all applicable laws, rules and regulations of the U.S. Securities
and Exchange Commission and all applicable state
departments.
a.13
Disclosure.
No representations or warranties by CARL in this Agreement
and no statement contained in any document (including, without
limitation, financial statements), certificate or other writing
furnished or to be furnished by CARL to Company or the Company
Shareholder pursuant to the provisions hereof or in connection with
the transactions contemplated hereby, contained or will contain any
untrue statement of material facts or omits or will omit to state
any material fact necessary in order to make the statements herein
or therein, in light of the circumstances under which they were
made, not misleading. There are no facts known to CARL which,
either individually or in the aggregate, could or would materially
and adversely affect or involve any substantial possibility of
having a material and adverse effect on the condition (financial or
otherwise) result of operations, assets, liabilities or business of
CARL.
a.14
Execution.
The execution and delivery by CARL of this Agreement and the
performance of its obligations have not conflicted and will not
conflict with any provisions of law, statute, rule or regulation or
any judgment applicable to or binding upon CARL, nor will it result
in the creation of any lien, charge or encumbrance. No
consent, approval, authorization or order of any court or
governmental authority or third party has been or is required in
connection with transactions evidenced hereby. Neither the
execution nor the consummation of this Agreement in accordance with
the terms and conditions set forth herein, has conflicted or will
conflict with or constitute a default under or a breach or
violation or grounds for termination of or an even which with the
lapse of time or notice and the lapse of time could or would
constitute a default under the Articles of Incorporation, as
amended, or bylaws of CARL.
ARTICLE
II
REPRESENTATION
AND WARRANTIES
OF
COMPANY AND THE COMPANY’S SHAREHOLDER
Company and Hall
represent and warrant to CARL as follows:
a.1
Organization and
Good Standing. The Company is duly organized, validly
existing and in good standing under the laws of the State of
Tennessee and has all powers required to carry on its business.
The Company is qualified to do business and is in good
standing in all jurisdictions wherein the character of its
properties or the nature of its business makes such qualifications
necessary.
a.2
Authorization.
The Company and Hall have duly taken all action necessary to
authorize the execution and delivery of this Agreement and to
authorize the consummation of the transactions evidenced hereby and
the performance of their obligations and the obligations of Company
hereunder.
a.3
No
Conflicts or Consents. The execution and delivery by the
Company and Hall of this Agreement and their performance of those
obligations set forth herein have not conflicted and will not
conflict with any provision of law, stature, rule or regulation or
of any agreement or judgment applicable to or binding upon them or
Company, or result in the creation of any lien, charge or
encumbrance upon any of their assets or properties, or upon those
of Company except that the Company presently is not in compliance
with its debt covenants on its obligation with AmSouth Bank in
Nashville, Tennessee. No consent, approval, authorization or
order of any court or governmental authority or third party is
required in connection with the execution and delivery by Company,
or by the Company Shareholders, of this Agreement or the
consummation of the transaction evidenced hereby. Neither the
execution of this Agreement nor its consummation in accordance with
its terms has conflicted or will conflict with or constitute a
default under or breach or violation or grounds for termination of
or an event which with the lapse of time or notice and the lapse of
time would or could constitute a default under any note, indenture,
mortgage, deed of trust or other agreement or instrument to which
Company or the Company Shareholders are a party or by which either
or all of them are bound.
a.4
Enforceable
Obligations. This Agreement is a legal and binding obligation
of Company and the Company and Hall, enforceable in accordance with
its terms, except as limited by bankruptcy, insolvency or other
laws of general application relating to the enforcement of
creditor’s rights and general equitable
principles.
a.1
Capitalization.
The authorized capital stock of Company consists of (1,000)
shares of common stock at $0.00 par value per share, of which
(1,000) are issued in outstanding and fully paid for and
nonassessable. Company has no outstanding rights, options,
warrants, contracts, commitments or demands of any character which
would require the issuance (or transfer out of treasury), by
Company of any shares of its capital stock. All outstanding
securities were issued in accordance with applicable federal and
state securities laws or exemptions there from.
a.2
Financial
Statements. Company has provided CARL with audited
consolidated financial statements for the period ended September
30, 2003 together with all notes thereto, prepared in reasonable
detail in accordance with generally accepted accounting principles
applied on a consistent basis as well as the unaudited financial
statements through April 15, 2004. There have been no
material adverse changes in the Company since the September 30,
2003 statement.
a.3
Other
Information and Inspections. Company has made available for
inspection and cop
