Exhibit
2.1 Mirador Corporate Documents
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SECRETARY OF STATE
[GRAPHIC OMITTED] THE GREAT SEAL OF THE STATE OF NEVADA [GRAPHIC OMITTED]
STATE OF NEVADA
CERTIFICATE OF EXISTENCE
WITH STATUS IN GOOD STANDING
I, DEAN HELLER, the duly elected and qualified Nevada Secretary of State, do
hereby certify that I am, by the laws of said State, the custodian of the
records relating to filings by corporations, limited-liability companies,
limited partnerships, limited-liability partnerships and business trusts
pursuant to Title 7 of the Nevada Revised Statutes which are either presently in
a status of good standing or were in good standing for a time period subsequent
of 1976 and am the proper officer to execute this certificate.
I further certify that the records of the Nevada Secretary of State, at the date
of this certificate, evidence, MIRADOR DIVERSIFIED SERVICES, INC., as a
corporation duly organized under the laws of Nevada and existing under and by
virtue of the laws of the State of Nevada since February 27, 1997, and is in
good standing in this state.
IN WITNESS WHEREOF, I have hereunto set my hand
and affixed the Great Seal of State, at my office, in
Carson City, Nevada, on November 29, 1999.
/s/ DEAN HELLER
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Dean Heller
Secretary of State
By /s/
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Certification Clerk
[GRAPHIC OMITTED] THE GREAT SEAL OF THE STATE OF NEVADA [GRAPHIC OMITTED]
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SECRETARY OF STATE
[GRAPHIC OMITTED] THE GREAT SEAL OF THE STATE OF NEVADA [GRAPHIC OMITTED]
STATE OF NEVADA
CERTIFICATE OF EXISTENCE
WITH STATUS IN GOOD STANDING
I, DEAN HELLER, the duly elected and qualified Nevada Secretary of State, do
hereby certify that I am, by the laws of said State, the custodian of the
records relating to filings by corporations, limited-liability companies,
limited partnerships, limited-liability partnerships and business trusts
pursuant to Title 7 of the Nevada Revised Statutes which are either presently in
a status of good standing or were in good standing for a time period subsequent
of 1976 and am the proper officer to execute this certificate.
I further certify that the records of the Nevada Secretary of State, at the date
of this certificate, evidence, TCT FINANCIAL GROUP B, INC., as a corporation
duly organized under the laws of Nevada and existing under and by virtue of the
laws of the State of Nevada since June 11, 1999, and is in good standing in this
state.
IN WITNESS WHEREOF, I have hereunto set my hand
and affixed the Great Seal of State, at my
office, in Carson City, Nevada, on November 29,
1999.
/s/ DEAN HELLER
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Secretary of State
By /s/
---------------------------------
Certification Clerk
[GRAPHIC OMITTED] THE GREAT SEAL OF THE STATE OF NEVADA [GRAPHIC OMITTED]
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STATE OF NEVADA
Secretary of State
I hereby certify that this is a true and
complete copy of this document as filed in
this office.
MAR 1 '00
/s/ DEAN HELLER
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DEAN HELLER
Secretary of State
By /s/
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Mirador Diversified Services, Inc. Prelim 1999 Performa
Balance Sheet
As of December 31, 1999
December 31, 1999
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ASSETS
Current Assets
Other Current Assets
Current Assets 14,143,247
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Total Other Current Assets 14,143,247
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Total Current Assets 14,143,247
Fixed Assets
Fixed Assets 658,054
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Total Fixed Assets 658,054
Other Assets
Other Assets 105,626
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Total Other Assets 105,626
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TOTAL ASSETS 14,906,927
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LIABILITIES & EQUITY
Liabilities
Current Liabilities
Other Current Liabilities
Current Liabilities 9,949,577
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Total Other Current Liabilities 9,949,577
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Total Current Liabilities 9,949,577
Long Term Liabilities
Long Term Liabilities 41,407
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Total Long Term Liabilities 41,407
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Total Liabilities 9,990,984
Equity
Opening Balance Equity 1,649,576
Net Income 3,266,367
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Total Equity 4,915,943
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TOTAL LIABILITIES & EQUITY 14,906,927
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Mirador Diversified Services, Inc. Prelim Proforma
Profit and Loss
January through December 1999
Ordinary Income Expenses
Income
Gross 1999 Income
ACM Total Income 422,446
Allstate Total Income 1,150,748
AMM Total Income
Aaction Total Income 369,503
AMM Total Income-Other 626,307
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Total AMM Total Income 955,810
MAM Annualized Income 643,062
MLA Annualized Income 7,596,213
MRA Total Income 555,489
UM Total Income 1,044,183
UMI Total Income
UMI Banker Gain 1,640,975
UMI Total Income-Other 1,027,682
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Total UMI Income 2,668,657
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Total Gross 1999 Income 15,076,608
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Total Income 15,076,608
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Expense
1999 Operating Expenses
ACM Total Expenses
ACM Payroll Adjustment -75,000
ACM Total Expenses-Other 429,028
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Total ACM Total Expense 354,028
Allstate Total Operating Expense 1,172,507
AMM Total Operating Expense
Aaction Total Expense 354,801
AMM Total Operating Expense-Other 671,505
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Total AMM Operating Expense 1,026,306
MAM Annualized Expense
MAM Payroll Adjustment -75,000
MAM Annualized Expense-Other 611,926
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Total MAM Annualized Expense 536,926
MLA Annualized Operating Expense 6,571,204
MRA Total Operating Expense
MRA Payroll Adjustment -150,000
MRA Total Operating Expense-Other 524,022
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Total MRA Operating Expense 374,022
UM Total Operating Expense 911,067
UMI Total Operating Expense
UMI Colorado Efficiencies -135,000
UMI Payroll Adjustment -250,000
UMI Total Operating Expense-Other 1,248,181
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Total UMI Operating Expense 863,181
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Total 1999 Operating Expense 11,810,240
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Total Expense 11,810,240
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Net Ordinary Income 3,266,367
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Net Income 3,266,367
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MIRADOR DIVERSIFIED SERVICES, INC. 1999 PRELIMINARY PROFORMA
PROFIT AND LOSS
BALANCE SHEET
AS OF DECEMBER 31, 1999
NOTES:
1. All Balance Sheet and Income & Expense information is based on
PRELIMINARY information provided by the individual companies. This
information is compiled for management use only, and does not contain
adjustments that would normally be included in any presentation to
readers not part of the respective management groups. Adjustments for
accruals, non-cash items, asset and/or liability allocations, etc.
are rarely included in this form of management presentation, and the
use of this information by non-management is highly cautioned.
2. The source for the information presented is as follows:
ACM=American Capital Mortgage: full year Income/Expense Statement ending
12/31/99.
Balance Sheet as of 12/31/99
Allstate=Allstate Mortgage: full year Income/Expense Statement ending 12/31/99.
Balance Sheet as of 12/31/99
AMM=American Mortgage Mart: full year Income/Expesne Statement ending 12/31/99,
including revenue from Aaction Mortgage which was acquired December 1999.
Balance Sheet as of 12/31/99
MAM=Mid-America Mortgage: ANNUALIZED 12 month statement Balance Sheet and
Income/Expense based on 10 month statement from February 1 to November 30, 1999.
MLA=Mortgage Lending of America: ANNUALIZED 12 month statement Balance Sheet and
Income/Expense based on 9 months statement from January 1 to September 30, 1999.
MRA=Mortgage Resource Associates: full year Income/Expense Statement ending
12/31/99.
Balance Sheet as of 12/31/99
NATCAP-NATCAP Mortgage: Balance Sheet as of 10/31/98
Income/Expense NOT included since only the assets of this operation
are being acquired.
UM=University Mortgage: full year Income/Expense Statement ending 12/31/99.
Balance Sheet NOT included since the assets of this operation are not
being acquired.
UMI=United Mortgage: Balance Sheet ending December 31, 1999
Income/Expense Statement for June 1 to December 31, 1999 ANNUALIZED
Note: Income/Expense Statement contains extraordinary expenses related
to the prior management and subsequent write-off of non-performing
income and non-continuing expense items. Payroll expense has been
adjusted downwards by $250,000 but other items also require adjustment
and as such the actual accounting basis considerably exaggerates the
expenses while minimizing the income.
3. Expenses have been reduced for anticipated savings within the Colorado
operations, which we estimate rent to be reduced by $60,000 annually and
Administrative efficiencies to produce another $75,000 in expense reductions.
4. Payroll at American Capital Mortgage, Mid America Mortgage, and Mortgage
Resource Associates can be reduced by $75,000, $75,000, and $150,000,
respectively, to reflect conversion to prior management salaries to new salary
structure.
5. Income includes estimated net gain to UMI as a Mortgage Banker, to include
gains from Service Release and Yield Spread Premiums, and additional fees
charged to customer at closing which can be retained by UMI. We calculate this
revenue gain to be $1,640,975 to which we have added the $125,000 in saving
outlined in #3 and the $300,000 savings in #4. Note that Banker gain is based on
combined net revenues for all companies EXCEPT Mortgage Lending of America,
since they currently operate as a Mortgage Banker.
Printed April 7, 2000