EXHIBIT 2.1
GENERAL ASSIGNMENT
THIS ASSIGNMENT, made this 23rd day of August, 1999, between Capitol
Metals, Co. of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ hereinafter
referred to as ASSIGNOR, to Maximum Asset Recovery Services, Inc.
(M.A.R.S.I.) of Los Angeles, California, hereinafter referred as ASSIGNEE.
WITNESSETH: That whereas the said Assignor is indebted to diverse
persons, an is desirous of providing for the payment of same, so far as in
his power, by an assignment of all his property for that purpose.
Now, Therefore, the undersigned Capitol Metals, Co. as Assignor, for
a valuable consideration, receipt of which is hereby acknowledge, does hereby
make the following General Assignment for the benefit of Assignor's creditors
to Maximum Asset Recovery Services, Inc. (M.A.R.S.I.), as Assignee, of Los
Angeles, California, under the following terms and conditions:
1. Assignor does hereby grant, bargain, sell, and transfer to
Assignee, his successors and assigns, in trust, for the benefit of all the
Assignor's creditors generally, including all of the property and assets of
the Assignor of every kind and nature and whatsoever situated, whether in
possession, reversion, remainder, or expectancy, both real and personal, and
any interest or equity therein not exempt from the enforcement of a money
judgement; including therein all inventory, merchandise, furniture, fixtures,
machinery, equipment, raw materials, work in process, books, records,
accounts receivable, cash on hand, bank accounts, all choses in action,
insurance policies and all other property of every kind and nature owned by
the Assignor, or in which Assignor has an interest, and without limiting the
generality of the foregoing, including all of the assets pertaining to that
certain Metal slitting/ pickling line business, known as Capitol Metals, Co,
located at ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇
2. This Assignment constitute a grant deed to all real property
owned by Assignor, whether or not said real property is specifically described
herein. Certain of said real property is more specifically described in Exhibit
"A", attached hereto and made a part hereof by reference, as though set forth
verbatim (Exhibit "A" attached: Yes _____ No __X__).
3. Assignor agrees to deliver to Assignee all books of account
and records, to execute and deliver all additional necessary documents
immediately upon request by Assignee, and to endorse all indicia of ownership
where required by Assignee, in order to complete the transfer of all assets
to Assignee as intended by this Assignment, including, but not limited to,
all of Assignor's real and personal property and/or Assignor's interest
therein, including mortgages, deeds of trust, motor vehicles and patent
rights. Neither Assignor, nor its agents, shall execute any documents on
behalf of the Assignor without prior written approval of Assignee. Assignee
is hereby authorized to execute all endorsement and demands requiring
Assignor's signature, in the name of Assignor, including endorsements on
checks, bank accounts, deposit accounts, and stock certificates, payable to,
or standing in the name of the Assignor. Assignor further authorizes Assignee
to apply for any deposits, refunds (including specifically, among all others,
claims for refund of taxes paid) or claims wherever necessary, in the name of
Assignor, e.g. refunds of sales tax, insurance premiums, rental and utility
deposits. Assignee is authorized to direct all Assignor's United States mail
to be delivered to Assignee, and Assignee is expressly authorized and
directed to open and said mail as agent of Assignor, and to do any things or
act which the Assignee is his sole and arbitrary discretion deems necessary
or advisable to effectuate the purpose of this Assignment.
4. In the event the Assignor is engaged in the sale of
alcoholic beverages, this Assignment does not include transfer of any
alcoholic beverages, but, the Assignor hereby appoints the Assignee as his
agent for the sole purpose of filing an application for a permit for the sale
of the alcoholic beverages in the said place of business and/or sale of said
alcoholic beverage license(s) (said Assignee being vested with absolute
discretion in regard thereto, and assuming no liability by reason thereof);
and Assignor hereby assigns to Assignee all of the proceeds of such sale for
the benefit of his creditors generally in accordance with the terms of this
Assignment.
5. Assignor and Assignee agree to the following:
(a) The instrument transfers legal title and possession to
Assignee of all of said hereinabove described assets. This Assignment
constitutes a transfer of only those assets, which can be transferred legally,
and does not constitute transfer of property which it is illegal to so transfer.
Assignee, in his own discretion, may determine whether to continue all or part
of the business operations, or to liquidate said assets. If Assignee deems it
advisable, he may operate the business
(b) Assignee, at his discretion, may sell and dispose of said
assets upon such terms and conditions as he may see fit, at public or private
sale, or otherwise. Assignee shall not be personally liable in any manner, and
Assignee's obligations shall be in a representative capacity only as an Assignee
for the general benefit of Assignor's creditors. Said Assignee shall administer
this estate to the best of his ability, but it is expressly understood that he,
his agents, servants, or employees, shall be liable only for reasonable care and
diligence in said administration, and he shall not be liable for any act or
thing done by him, his agents, servants, or employees in good faith in
connection herewith. Assignee is not liable for, or responsible for, any
obligations of any nature whatsoever incurred at any time by Assignor, whether
before or after the date of this Assignment.
(c) See addendum to General Assignment attached hereto.
(d) Assignee may compromise claims, complete or reject Assignor's
executory contracts, discharge at his option any liens on said assets, and any
indebtedness which, under law, is entitled to priority of payment. Assignee
shall have the power to borrow money, hypothecate and pledge the assets, and do
all matters and things that said Assignor could have done prior to this
Assignment. Any act or thing done by Assignee hereunder shall bind the
Assignment estate and the Assignee only in his capacity as Assignee for the
benefit of creditors. Assignee shall have the right to ▇▇▇ as the successor of
the Assignor or Assignee is hereby given the right and power to institute and
prosecute legal proceedings in the name of the Assignor, the same as if the
Assignor had himself instituted and prosecuted such proceedings or actions.
Assignee is hereby authorized and has the right to defend all actions instituted
against the Assignor and to appear on behalf of the Assignor in all proceedings
(legal or otherwise) in which Assignor is a party. Assignor does hereby appoint
Assignee as the Assignor's attorney-in-fact, with full power to act for and in
the place of the Assignor in such actions or proceedings of in any other
matters, including the right to verify, on behalf of Assignor, any and all
documents of any nature whatsoever, including all pleadings which are part of
any legal proceedings. Assignor does hereby grant to Assignee the right to act
for, and in the place of, the Assignor in any type of proceeding under the
United States Bankruptcy Code including the right to file and prosecute any
voluntary petition on behalf on the Assignor under Chapter 7, 11, or any other
section of the Bankruptcy Code, and the right to defend any petitions or actions
filed against the Assignor under the Bankruptcy Code.
(e) Assignor agrees (that provided any such may be operation by
law, be not assignable) to make any and all claims for refund of taxes or any
other money due or which may be due from any governmental agency for tax
refunds, or otherwise, and to forth with upon receipt of any such refund, pay
them over to Assignee, and hereby empower Assignee as attorney-in-fact of
Assignor to make all claims for refunds which may be made by an
attorney-in-fact.
(f) After paying all costs and expenses of administration and all
fees and all allowed priority claims, Assignee shall distribute to all unsecured
creditors pro-rata the remaining net proceeds of this Assignment estate said
payments to be made until all assets are exhausted or these creditors are paid,
or settled in full, thereafter the surplus of moneys and property, if any, to be
transferred and conveyed to Assignor. If any undistributed dividends to
creditors, or any reserve or other funds, shall remain unclaimed for a period of
one year after issuance of dividend checks by the Assignee, or after the closing
of the case by the Assignee then the same shall become the property of
Assignee and used to supplement his fees for services rendered for
administering this Assignment.
(g) It is agreed and understood that this transaction is a
general assignment for the benefit of all the Assignor's creditors, and that
this is a "general assignment for benefit creditors," as set forth in, and
defined in, CALIFORNIA CODE OF CIVIL PROCEDURE, SECTION 493.010, and all
other laws of the State of California pertaining thereto. This general
assignment for benefit of creditors (1) does constitute an assignement to the
Assignee of all of the assets of the Assignor which are transferable and not
exempt from enforcement of a money judgement; and (2) is an assignment for
the benefit of all of the creditors of the Assignor, and (3) dose not create
a preference of one creditor or class of creditors over any other creditor or
class of creditors.
Accepted August 26 , 1999
--------------------------- --
▇▇▇▇ ▇. ▇▇▇▇▇, President
---------------------------------------- ---------------------------------
Maximum Asset Recovery Services, Inc.
Assignee for Benefit of Creditors By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, President
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------------- ------------------------------
Attorney for Assignor (Assignor)
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Secretary
ADDENDUM TO GENERAL ASSIGNEMNT
This Addendum to General Assignment ("Addendum") is entered by and
between Maximum Asset Recovery Services, Inc, as Assignee for Benefit of
Creditors ("Assignee") and Capitol Metals, Co., as Assignor ("Assignor").
Pursuant to this Addendum Assignee and Assignor the following language shall
replace and supersede the language set forth in paragraph 5(c) of the General
Assignment.
5. Assignor and Assignee agree to the following:
(c) From the proceeds of sales, collections, operations or
other sources, Assignee shall pay itself and retain as Assignee all of his
charges and expenses, together with his own reasonable remuneration and fee as
follows:
(i) Five (5%) of the gross proceeds of any
auction or private sale.
(ii) Actual charges and expenses incurred and an
amount equal to twenty-five percent of sums
realized from debtor's accounts receivable.
To the extent the accounts receivable are
subject to a valid security interest,
Assignee's collection of the accounts
receivable and Assignee's compensation for
collection of the accounts receivable may be
subject to agreement with and approval by
the secured creditor.
In addition, Assignee may also pay from said proceeds
remuneration to its agents and the reasonable fees of his attorney, and may pay
a reasonable fee to Assignor's attorney. Assignee may also pay from said
proceeds the costs and expenses incurred by any creditor who may have levied an
attachment or other lien on any assets of the Assignor. REASONABLE AND CUSTOMARY
ADMINISTRATIVE EXPENSES SHALL ALSO BE PAID OUT OF PROCEEDS. All of the
aforementioned amounts are to be determined at Assignee's sole but reasonable
discretion and judgment.
CONSENT OF DIRECTORS TO HOLD MEETING
Torrance California
----------------------------
August 23 , 1999
------------------------------- --
We, the undersigned, being all of the direction of the Capitol Metals
Co. a corporation, organized under the laws of the State of California,
assembled this day at ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ hereby
CONSENT that a meeting of said directors be held at this time and place for the
transaction of such business as may come before the meeting, and waiving any
notice of said meeting.
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, President, COO L. ▇▇▇▇▇ ▇▇▇▇▇▇
----------------------------------------- -----------------------
▇▇▇▇ ▇▇▇▇▇▇, Chairman of the Board/CEO ▇▇▇▇ ▇▇▇▇▇
----------------------------------------- -----------------------
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------------------- -----------------------
MINUTES OF DIRECTORS MEETING
Torrance California August 23 1999
------------------------------------- ------------ --
At a meeting of the directors of the Capitol Metals Co., a
corporation, held at ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇
The following directors were present or participated telephonically
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, President, COO L. ▇▇▇▇▇ ▇▇▇▇▇▇
----------------------------------------- -----------------------
▇▇▇▇ ▇▇▇▇▇▇, Chairman of the Board/CEO ▇▇▇▇ ▇▇▇▇▇
----------------------------------------- -----------------------
▇▇▇▇ ▇▇▇▇▇▇▇▇
----------------------------------------- -----------------------
It was announced that the purpose of the meeting was to consider the
financial condition of the company and the advisability of making a general
assignment for the benefit of creditors.
On motion by ▇▇▇▇ ▇▇▇▇▇▇ seconded by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ the following
resolution was adopted, to-wit:
BE IT RESOLVED:
That the president and the Secretary of this Corporation be, and
they are hereby authorized and directed by the directors of this company, in
meeting, assembled, to make a general assignment for benefit of creditors of
the corporation to Maximum Asset Recovery Services, Inc. of Los Angeles,
California and that the President and Secretary be, and they are, hereby
authorized and directed to execute said assignment containing such provisions
as my be agreed upon between them and said Maximum Asset Recovery Services,
Inc. (Assignee) and they be also authorized and directed to execute and
deliver to said Maximum Asset Recovery Services, Inc. (Assignee) such other
deeds, assignments, agreements and documents as my be necessary to carry this
resolution into effect.
There being no further business to come before the directors, the
meeting adjourned subject to the call of the President or Vice President.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------
Secretary ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
I ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Secretary of the Capitol Metals, Co. a corporation, do
hereby certify that the forgoing is a true and correct copy of the minutes of
he meeting of directors held in Torrance, California at the place and hour
stated, and that the resolution contained in said minutes was adopted by the
directors of said meeting, and the same has been modified of rescinded.
Dated August 1999 /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------- -- -------------------------
Secretary ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
CONSENT TO ASSIGNMENT BY STOCKHOLDERS
We, the undersigned being Chairman of the Board and CEO and COO of
Consolidated Capital of North America a corporation do hereby give our consent
to therewithin assignment and transfer of the property of said corporation.
NAME SHARES HELD
Consolidated Capital of North America 100%
----------------------
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
---------------------- ----------------------
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, COO
------------------------- ----------------------
Chairman of the Board/CEO
------------------------- ----------------------