Agreement and Plan of Merger
of
Nortia Capital Partners, Inc., a Florida Corporation
into
Nortia Capital Partners, Inc., a Nevada Corporation
THIS AGREEMENT AND PLAN OF MERGER, dated December 3, 2004 made by
and among Nortia Capital Partners, Inc., a Nevada corporation
("Parent"), whose address is 400 Hampton View Court Alpharetta,
Georgia 30004; and Nortia Capital Partners, Inc., a Florida
corporation ("Subsidiary"), whose address is 400 Hampton View Court
Alpharetta, Georgia 30004; (collectively the Parent and Subsidiary are
the "Constituent Corporations").
WITNESSETH:
WHEREAS, Subsidiary desires to merge with and into Parent, with
Parent being the surviving corporation (the "Merger"), on the terms,
and subject to the conditions, set forth in this Plan of Merger (the
"Plan"); and
WHEREAS, Parent owns 100% of Subsidiary's outstanding common
stock; and
WHEREAS, the Board of Directors of Parent has determined that it
is advisable that Subsidiary be merged into Parent, on the terms and
conditions set forth, in accordance with Section 607.1104 of the Florida
Business Corporation Act (the "Florida Act") and Section 92A.180 of the
Nevada Revised Statutes (the "Nevada Act").
NOW, THEREFORE, in consideration of the promises and of the
mutual agreements, covenants, and provisions contained herein, the
parties agree as follows:
ARTICLE I
THE MERGER
1. The term "Effective Date" shall mean the date on which the
Articles of Merger are filed with the Department of State of the
State of Nevada and the Secretary of State of the State of Florida.
2. At the Effective Date, Subsidiary shall be merged with and into
Parent. The separate existence of Subsidiary shall cease at the
Effective Date and the existence of Parent shall continue
unaffected and unimpaired by the Merger with all the rights,
privileges, immunities, and franchises, of a public as well as of
a private nature, and subject to all the duties and liabilities
of corporations organized under the laws of the state of Nevada.
The Certificate of Incorporation of the Parent at the Effective
Date shall be the Certificate of Incorporation of said Parent and
said Certificate of Incorporation shall continue in full force
and effect until amended and changed in the manner prescribed by
the provisions of the Nevada Revised Statutes. The Bylaws of the
Parent at the Effective Date shall be the Bylaws of said Parent
and said Bylaws shall continue in full force and effect until
changed, altered, or amended as therein provided and in the
manner prescribed by the provisions of the Nevada Revised
Statutes.
3. The Plan of Merger has been adopted and approved by resolution of
the Board of Directors of Parent on December 1, 2004 in
accordance with Section 92A.180 of the Nevada Act. The Plan of Merger
has been adopted and approved by resolution of the Board of
Directors of Subsidiary on December 1, 2004 in accordance with
Section 607.1104 of the Florida Act.
4. The directors and officers in office of the Parent at the
Effective Date shall continue to hold their directorships and
offices until the election and qualification of their respective
successors or until their tenure is otherwise terminated in
accordance with the Bylaws of the Parent.
5. The board of directors and the proper officers of the Subsidiary
and the Parent, respectively, are hereby authorized, empowered,
and directed to do any and all acts and things, and to make,
execute, deliver, file, and/or record any and all instruments,
papers, and documents which shall be or become necessary, proper,
or convenient to carry out or put into effect any of the
provisions of this Agreement and Plan Merger or of the Merger
herein provided for.
ARTICLE II
EFFECTS OF THE MERGER
At the Effective Date, Parent shall possess all the rights,
privileges, immunities, and franchises, of both a public and private
nature, of Subsidiary, and shall be responsible and liable for all
liabilities and obligations of Subsidiary, all as more fully provided
for in the Nevada Act and the Florida Act.
ARTICLE III
CANCELATION OF SUBSIDIARY'S SHARES
At the Effective Date, each share of Subsidiary common stock held
by Parent shall, by virtue of the Merger and without any action on the
part of Parent, be canceled simultaneously with the effectiveness of
the Merger.
ARTICLE IV
ASSIGNMENT
If at any time Parent shall consider or be advised that any
further assignment or assurances in law are necessary or desirable to
vest, perfect, or confirm or record in Parent the title to any
property or rights of Subsidiary, or to otherwise carry out the
provisions of this Plan, the proper officers and directors of
Subsidiary as of the Effective Date shall execute and deliver any and
all proper deeds, assignments, and assurances in law, and do all
things necessary or proper to vest, perfect, confirm, or record the
title to such property or rights in Parent.
ARTICLE V
EXPENSES
Subsidiary shall pay all expenses of accomplishing the Merger.
ARTICLE VI
AMENDMENT
At any time before the filing with the Florida Secretary of State
and the Nevada Secretary of State of the Articles of Merger to be
filed in connection with this Plan, the Directors of Parent may amend
this Plan. If the Articles of Merger already have been filed with the
Secretaries of State, amended Articles of Merger shall be filed with
the Secretaries of State, but only if such amended Articles of Merger
can be filed before the Effective Date.
ARTICLE VII
TERMINATION
If for any reason consummation of the Merger is inadvisable in
the opinion of the Board of Directors of Parent, this Plan may be
terminated at any time before the Effective Date by resolution of the
Board of Directors of Parent. On termination as provided in this Plan,
this Plan shall be void and of no further effect, and there shall be
no liability by reason of this Plan or the termination of this Plan on
the part of Parent or Subsidiary, or their directors, officers,
employees, agents, or shareholders.
IN WITNESS WHEREOF, this Agreement and Plan of Merger is hereby
executed upon behalf of the Parent and Subsidiary on the date first
written above.
PARENT:
Nortia Capital Partners, Inc.,
a Nevada Corporation
By: /s/William Bosso
-------------------------
William Bosso, CEO
SUBSIDIARY:
Nortia Capital Partners, Inc.,
a Florida corporation
By:/s/William Bosso
------------------------------
William Bosso, CEO