SEC Info - Mortgage Assistance Center Corp - ‘8-K’ for 5/10/05

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Mortgage Assistance Center Corp – ‘8-K’ for 5/10/05 – EX-2.0

On: Thursday, 5/12/05, at 5:41pm ET · As of: 5/13/05 · For: 5/10/05 · Accession #: 1010549-5-315 · File #: 0-21627

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 5/13/05  Mortgage Assistance Center Corp   8-K:1,2,3,5 5/10/05    2:112K                                   Secs Transfer Corp/FA

Current Report — Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                        39    132K 
 2: EX-2.0      Business Combination Agreement                        14     66K

EX-2.0 — Business Combination Agreement

EX-2.0 1st Page of 14 TOC ↑Top Previous Next ↓Bottom Just 1st
 
Exhibit 2.0                                                                     
Business Combination Agreement                                                  

BUSINESS COMBINATION AGREEMENT

         This  agreement  is  entered  into the 10th  day of May,  2005  between
MORTGAGE ASSISTANCE CENTER CORPORATION,  a Florida corporation (herein, "Company
or MACC"), MORTGAGE ASSISTANCE CORPORATION, a Texas corporation, (herein, "MAC")
and the MAC Selling  Shareholders,  ("SELLERS)  appearing  on Exhibit  "A".  The
Company,  MAC and the  SELLERS  desire  to  enter  into a  business  combination
transaction  whereby the Company  will issue  shares to SELLERS in exchange  for
their shares of MAC.                                                            

         For good and valuable  consideration,  receipt of which is acknowledged
the parties agree, represent and warrant the following:                         

 Agreement
 ---------

A. Exchange of Shares.  The Company and SELLERS agree to exchange shares whereby
the Company  will  acquire all of the issued and  outstanding  stock of MAC. The
Company will issue  Company  shares to SELLERS in exchange for their MAC shares.
The Company  will issue One and six tenths  (1.6) share of Company  common stock
("Exchange Shares") for each single (1) share of SELLERS' MAC stock. The Company
will acquire One Hundred  (100%) percent of the issued and  outstanding  capital
stock of MAC and issue  SELLERS a total of Twelve  Million  (12,000,000)  shares
Company  common  stock in  exchange  for Seven  Million  Five  Hundred  Thousand
(7,500,000)  MAC shares.  The shares will be issued from the Company's  treasury
pursuant to the securities  transaction  exemption  afforded by Section 4(2) and
Regulation D Rule 506 of the Securities Act of 1933, as amended. The shares will
be restricted securities bearing the Company's standard restrictive legend.     

B.  Representations,  Warranties  and  Covenants  of the  Company:  The  Company
represents  and  warrants to SELLERS as of the date hereof and as of the Closing
Date:                                                                           

         SECTION 1. Enforceability of Agreement Against the Company. The Company
has all necessary  power and authority to enter into this  Agreement to which it
is a  party,  to carry  out the  obligations  hereunder  and to  consummate  the
transactions  contemplated  hereby. This Agreement  constitutes the legal, valid
and binding obligations of the Company enforceable against it in accordance with
the respective terms.                                                           

         SECTION 2. Shares. The shares when issued will be free and clear of all
liens, charges,  demands or adverse claims or other restrictions on the exercise
of  any  of  the   attributes  of  ownership  with  the  exception  of  transfer
restrictions imposed by law. There are no contracts,  arrangements,  commitments
or  restrictions  relating  to the  issuance,  sale,  transfer  or  purchase  or
obtaining of shares or other ownership interests in the Shares,  except for this
Agreement.                                                                      

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         SECTION 3.  Incorporation,  Authority and Qualification of The Company.
The Company is a corporation  duly  incorporated,  validly  existing and in good
standing  under the laws of the State of Florida.  The Company has all necessary
corporate  power and  authority to carry on the business now being  conducted by
it. The Company is duly qualified to do business,  and is in good  standing,  in
each jurisdiction, if any, where the character of its properties owned, operated
or leased or the nature of its activities  makes such  qualification  necessary.
The Company is authorized to issue  50,000,000  common shares,  par value $0.001
per share.  The company has 664,603  common  shares issued and  outstanding.  No
other classes of stock are authorized or issued.                                

         SECTION 4. No Conflict.  The  execution  and delivery by the Company of
this  Agreement and each Related  Document to which the Company are parties have
been obtained and all filings and  notifications  required by law,  agreement or
otherwise have been made,  the  performance by the Company of this Agreement and
each Related Document to which they are parties will not:                       

         a.       Violate or conflict with any term or provision of the articles
                  or certificate of incorporation  (or other charter  documents)
of the Company;                             

         b.       Conflict  with or violate any law,  rule,  regulation,  order,
                  writ,  judgment,  injunction,  decree,  determination or award
applicable to Company;                      

         c.       Conflict with,  result in any breach of,  constitute a default
                  (or event which with the giving of notice or lapse of time, or
                  both, would become a default) under, give to others any rights
                  of termination, amendment, acceleration or cancellation of, or
                  result  in the  creation  of  any  lien  on any of the  assets
       pursuant to, any assigned contract or any licenses;

         d.       Without  limiting the generality of the  foregoing,  result in
                  the   termination,   denial  or  impairment  of  any  material
                  contract,  arrangement or benefit  granted with respect to the
                  Company's business,  or require the payment of any fees, taxes
                  or  assessments,  pursuant  to any  federal,  state  or  local
  program relating to minority-owned businesses.

         SECTION 5.  Consents,  Approvals and  Notifications.  The execution and
delivery by the Company of this Agreement and each Related  Document to which it
is a party  does  not,  and the  performance  by it of this  Agreement  and such
Related  Documents will not,  require any consent,  approval,  authorization  or
other action by, or filing with or notification to, any  Governmental  Authority
or any  other  Person,  except  as may be  required  by  federal  and,  or state
securities laws concerning the issuance of the shares to SELLERS.               

SECTION 6. Financial Statements.                              

                  6.1 The Company has furnished to SELLERS copies of (a) audited
balance  sheets of the  Company  and audited  statements  of income,  changes in
shareholders'  equity and statements of cash flow for the period ending December
31, 2004,  together with the reports and notes  thereon,  independent  certified
public accountants (collectively, the "Audited Financial Statements").          

                  6.2 The Audited Financial Statements (a) have been prepared in
conformity with GAAP applied on a consistent  basis from year to year (except as
noted otherwise therein);  and (b) assuming the Company will continue as a going
concern,  are true and correct and present  fairly in all material  respects the
financial  condition of the Company and the results of operations and changes in
cash flow of the Company for the periods to which each relates.                 

                  6.3 To the  knowledge  of the Company,  the Interim  Financial
Statements,  if prepared, (a) have been prepared in conformity with GAAP applied
on a  consistent  basis from year to year (except as noted  otherwise  therein),
subject to normal recurring year-end  adjustments (the effect of which will not,
individually or in the aggregate,  be material) and the absence of notes (which,
if presented,  would not differ  materially  from those  included in the Audited
Financial  Statements),  and (b) assuming  the Company will  continue as a going
concern,  are true and correct and present  fairly in all material  respects the
financial  condition of the Company and the results of operations and changes in
cash flow of the Company for the periods to which each relates.                 

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         SECTION 7. Litigation.  To the best knowledge of the Company,  there is
no  claim,  action,   investigation,   arbitration  or  proceeding  pending  or,
threatened  against the Company,  or against or relating to any of the assets or
the  ability of the  Company to perform its  obligations  hereunder,  before any
arbitrator,  judge, court or governmental  authority.  Company is not subject to
any order,  writ judgment,  injunction,  decree,  determination  or award of any
arbitrator, judge, court or governmental authority.                             

         SECTION 8. Contracts. To the extent applicable, Exhibit "B" contains an
accurate and complete list of all written and oral  agreements  and contracts in
effect  on the  date of this  Agreement  to  which  the  Company  is a party  in
connection  with  the  business  operations  or by  which  any of the  Company's
properties or assets  relating to the operation are bound.  The are no contracts
in formation or which are capable of subsequent  formation as a result of future
satisfied  conditions.  The  Company  has made  available  to  SELLERS  true and
complete  copies of the contracts  (including  any  amendments or  modifications
thereto).                                                                       

         SECTION 9.  Environmental  Matters.  In addition  to any other  express
agreements of Company contained herein,  the matters set forth in this paragraph
constitute  representations and warranties by the Company which will be true and
correct  on the date of this  Agreement  and as of the date of  closing.  In the
event that,  during the period  between the execution of this  Agreement and the
closing, the Company learns, or has reason to believe, that any of the following
representations  and  warranties  may  cease  to be  true,  the  Company  hereby
covenants to give notice thereof to MAC and SELLERS immediately:                

(a) The Company has not received notice from any governmental  agency pertaining
to the  violation of any law or  regulation  of toxic  hazardous  substances  or
dangerous wastes and affecting any Company property,  and it has no knowledge of
any facts which might be a basis for any such notice.                           

(b) No toxic or hazardous  substances have been improperly  generated,  treated,
released,  stored or disposed  of, or  otherwise  deposited in or on any Company
property, including without limitation, the surface waters and subsurface waters
thereof,  no underground  tanks have been located on any Company  property,  and
there have not been nor are now present any  substances  or  conditions in or on
any  Company  property  which may  support a claim or cause of action  under the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
amended (the "Superfund Act"), Federal Resource Conservation and Recovery Act of
1976,  42U.S.C.  Section  6901,  et seq.;  Federal  Comprehensive  Environmental
Response,  Compensation  and Liability  Act of 1980, 49 U.S.C.  Section 1801, et
seq., as amended;  Federal Clean Air Act, 42 U.S.C. Sections 7401-7626;  Federal
Water Pollution Control Act, Federal Clean Water Act of 1977, 33 U.S.C.  Section
1251, st seq:  Federal  Insecticide,  Fungicide,  and Rodenticide  Act,  Federal
Pesticide Act of 1978, 7 U.S.C.  Paragraph 13, et seq.; Federal Toxic Substances
Control Act, 15 U.S.C.  Section 2601, et seq.;  Federal Safe Drinking Water Act,
42  U.S.C.  Section  300(f),  et seq.  or any  other  federal,  state,  or local
environmental statutes, regulations, ordinances or regulatory requirements. This
environmental matters section will be interpreted to include, but not be limited
to, any substance  which after release into the  environment  and upon exposure,
ingestion,  inhalation or assimilation,  either directly from the environment or
indirectly by ingestion through food chains or otherwise, will or may reasonably
be anticipated to cause sickness, death, disease, behavior abnormalities, cancer
or genetic  abnormalities.  The Company will hold MAC and SELLERS  harmless from
and  indemnify  them  against and from any damage,  loss,  expenses or liability
resulting from any breach, of this  representation  and warranty,  including all
attorneys fees and costs incurred as a result thereof.                          

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         SECTION  10.  Taxes.  The Company has or will duly file or caused to be
filed all federal income tax returns and all other federal, state, county, local
or city tax returns which are required to be filed,  including,  but not limited
to, income and employee withholding taxes, and the Company has paid or caused to
be paid all taxes shown on said returns or on any tax assessment  received by it
to the extent  that such taxes have  become  due,  or has set aside on its books
reserves  (segregated  to the  extent  required  by sound  accounting  practice)
reasonably deemed by the Company to be adequate with respect thereto.  No events
have occurred which could impose upon SELLERS,  any transferee liability for any
taxes, penalties, or interest due or to become due from the Company.            

         SECTION 11.  Absence of Changes.  Since  December 31, 2004, the date of
the Company's Audited Financial Statements, and Interim Financial Statements for
the period  ending March 31, 2005,  the Company has operated its business in the
ordinary course consistent with past practices and there has not been, except as
disclosed in this Agreement or the Exhibits attached hereto:                    

i. any Material Adverse Effect;                               

         ii.  any  damage,  destruction  or  loss  (whether  or not  covered  by
insurance)  affecting  any  tangible  asset or  property  used or  useful in the
business operations, normal wear and tear excepted;                             

         iii. any payments,  discharges or  satisfactions  by the Company of any
liens, claims, charges or liabilities (whether absolute,  accrued, contingent or
otherwise and whether due or to become due) relating to the business operations,
other than in the  ordinary  course of the  business  and  consistent  with past
practice;                                                                       

         iv.  any  licenses,  sales,  transfers,  pledges,  mortgages  or  other
dispositions of any tangible or intangible assets having a value over $1,000 (in
the  aggregate)  used or held for use in  connection  with the  operation of the
business, other than in the ordinary course of business and consistent with past
practice;                                                                       

         v. any write-offs as uncollectible of any accounts  receivable or notes
receivable of the operations,  or any portion  thereof,  not provided for in the
allowance for uncollectible accounts in the Interim Financial Statements;       

         vi.  any  cancellations  of any  material  debts or  claims  of, or any
amendments,  terminations  or waivers of any  rights of  material  value to, the
business operations;                                                            

         vii.  any  general  uniform  increase  in or  change  in the  method of
computing the  compensation of employees of the Company who perform services for
the benefit of the business operations;                                         

         viii. any material  changes in the manner in which the Company  extends
discount  or credits to  customers  or  otherwise  deals with  customers  of its
business;                                                                       

         ix.  any  material  changes  in the  accounting  methods  or  practices
followed  by the  Company and or any  changes in  depreciation  or  amortization
policies or rates theretofore adopted;                                          

         x.  any  capital  commitments  by the  Company  and  for  additions  to
property, plant or equipment of the business operations;                        

EX-2.0 5th Page of 14 TOC 1st Previous Next ↓Bottom Just 5th
         xi. any  agreements  or  commitments  to merge or  consolidate  with or
otherwise  acquire any other  corporation,  association,  firm or other business
organization or division thereof;                                               

         xii. any declarations of dividend, payment of any dividend, issuance of
any  securities,  purchase  or  redemption  of any  securities,  commitments  or
authorizations for any changes to its Articles of Incorporation or amendments to
any  by-laws,  conversions  of any options,  warrants or  otherwise  into common
shares;                                                                         

         xiii. any other material transaction relating to the Company other than
in the ordinary course of the business and consistent with past practice; or    

         xiv. any agreements or understandings, whether in writing or otherwise,
for the Company to take any of the actions  specified in items i. through  xiii.
above.                                                                          

         SECTION 12.  Undisclosed  Liabilities.  The  Company  does not have any
liabilities  or  obligations  of any nature that would be required by GAAP to be
reflected  in the  Financial  Statements  (subject,  in the  case  of  unaudited
statements, to normal year-end audit adjustments),  except: (a) such liabilities
and  obligations  which are reflected in the Financial  Statements,  or (b) such
liabilities  or  obligations  which  were  incurred  in the  ordinary  course of
business for normal trade or business obligations and are not individually or in
the aggregate in excess of $1,000.                                              

         SECTION 13.  Compliance  with Laws.  Except as  individually  or in the
aggregate would not have a Material Adverse Effect,  the Company has complied in
all respects with all laws of all Governmental Authorities (including all tariff
and reporting requirements) with respect to its business operations.            

         C.  Representations,  Warranties  Covenants of SELLERS and MAC: MAC and
SELLERS represent and warrant to the Company as of the date hereof and as of the
Closing Date:                                                                   

         SECTION 1. Enforceability of Agreement Against the SELLERS and MAC. MAC
and SELLERS have all necessary  power and authority to enter into this Agreement
to  which  each is a  party,  to  carry  out the  obligations  hereunder  and to
consummate the transactions  contemplated hereby. This Agreement constitutes the
legal, valid and binding  obligations of the SELLERS and MAC enforceable against
it in accordance with the respective terms.                                     

         SECTION 2. Shares.  SELLERS'  shares have been  validly  issued and are
free and  clear of all  liens,  charges,  demands  or  adverse  claims  or other
restrictions on the exercise of any of the attributes of ownership. There are no
contracts,  arrangements,  commitments or restrictions relating to the issuance,
sale,  transfer or purchase or obtaining of shares or other ownership  interests
in the Shares.                                                                  

         SECTION 3. Incorporation,  Authority and Qualification of MAC. MAC is a
corporation duly  incorporated,  validly existing and in good standing under the
laws of the State of Texas. MAC has all necessary  corporate power and authority
to carry on the business now being  conducted by it. MAC is duly qualified to do
business,  and is in good  standing,  in each  jurisdiction,  if any,  where the
character  of its  properties  owned,  operated  or leased or the  nature of its
activities  makes  such  qualification  necessary.  MAC is  authorized  to issue
100,000,000 common shares, par value $0.001 per share. The company has 5,331,350
common shares issued and  outstanding.  No other classes of stock are authorized
or issued.                                                                      

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         SECTION 4. No Conflict.  The  execution and delivery by the SELLERS and
MAC of this  Agreement  and each  Related  Document to which the each is a party
have been obtained and all filings and notifications  required by law, agreement
or  otherwise  have been made,  the  performance  by the SELLERS and MAC of this
Agreement and each Related Document to which each is a party will not:          

         a.       Violate or conflict with any term or provision of the articles
                  or certificate of incorporation  (or other charter  documents)
of MAC;                                     

         b.       Conflict  with or violate any law,  rule,  regulation,  order,
                  writ,  judgment,  injunction,  decree,  determination or award
applicable to MAC or SELLERS;               

         c.       Conflict with,  result in any breach of,  constitute a default
                  (or event which with the giving of notice or lapse of time, or
                  both, would become a default) under, give to others any rights
                  of termination, amendment, acceleration or cancellation of, or
                  result  in the  creation  of  any  lien  on any of the  assets
       pursuant to, any assigned contract or any licenses;

         d.       Without  limiting the generality of the  foregoing,  result in
                  the   termination,   denial  or  impairment  of  any  material
                  contract,  arrangement or benefit  granted with respect to MAC
                  or  SELLERS'  business,  or require  the  payment of any fees,
                  taxes or assessments,  pursuant to any federal, state or local
   program relating to minority- owned businesses.

         SECTION 5.  Consents,  Approvals and  Notifications.  The execution and
delivery by the SELLERS and MAC of this  Agreement and each Related  Document to
which each is a party does not, and the  performance by it of this Agreement and
such Related Documents will not, require any consent, approval, authorization or
other action by, or filing with or notification to, any  Governmental  Authority
or any other Person.                                                            

         SECTION 6. Information on Company. The Sellers have been furnished with
the Company's Form 10-KSB for the year ended December 31, 2004 as filed with the
Commission,   (hereinafter  referred  to  collectively  as  the  "Reports").  In
addition,  the  Sellers  have  received in writing  from the Company  such other
information concerning its operations,  financial condition and other matters as
the Sellers has requested in writing (such other  information  is  collectively,
the "Other  Written  Information"),  and considered all factors the Sellers deem
material in deciding on the advisability of investing in the Exchange Shares.   

         SECTION 7. Information on Sellers.  The Sellers are, and will be at the
time of the issuance of the Exchange Shares "accredited investors", as such term
is defined in Regulation D  promulgated  by the  Commission  under the 1933 Act.
Alternatively,   non-accredited  Sellers  are  experienced  in  investments  and
business  matters and have made  investments  of a  speculative  nature and have
purchased  securities  of United  States  publicly-owned  companies  in  private
placements in the past. Additionally, Sellers, with their representatives,  have
such knowledge and experience in financial, tax and other business matters as to
enable the Sellers to utilize the  information  made available by the Company to
evaluate  the merits and risks of and to make an  informed  investment  decision
with  respect to the  proposed  purchase of the  Exchange  Shares.  The Exchange

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Shares  represent a speculative  investment.  The Sellers have the authority and
are duly and legally  qualified  to purchase and own the  Exchange  Shares.  The
Sellers are able to bear the risk of such  investment  for an indefinite  period
and to afford a complete loss of their investment.  The information set forth on
the signature page regarding the Sellers is accurate.                           

         SECTION 8. Exchange of Common Stock.  On the closing date,  the Sellers
will purchase the Exchange Shares as principal for their own account and without
a view to publicly distribute the Exchange Shares.                              

         SECTION 9. Compliance  with Securities Act. The Sellers  understand and
agree that the Exchange Shares have not been registered under the Securities Act
of 1933 Act ("the Act") or any applicable state securities laws. The issuance of
the  Exchange  Shares  are  pursuant  to a  transaction  that  does not  require
registration under the Act (based in part on the accuracy of the representations
and warranties of Sellers  contained  herein).  As a result of this  transaction
exemption  the  Exchange  Shares must be held  indefinitely  unless a subsequent
disposition is registered under the Securities Act of 1933 Act or any applicable
state securities laws or is exempt from such  registration.  The Exchange Shares
are issued under Regulation D Rule 506 exemption and are deemed "federal covered
securities" for state securities transactional exemption purposes.              

         SECTION  10.  Shares  Legend.  The Shares  will bear the  following  or
similar restrictive legend:                                                     

         "THE SHARES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN REGISTERED
UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED.  THESE  SHARES MAY NOT BE SOLD,
OFFERED  FOR SALE,  PLEDGED  OR  HYPOTHECATED  IN THE  ABSENCE  OF AN  EFFECTIVE
REGISTRATION  STATEMENT  UNDER  SUCH  SECURITIES  ACT  OR ANY  APPLICABLE  STATE
SECURITIES  LAW OR AN OPINION OF COUNSEL  REASONABLY  SATISFACTORY  TO  MORTGAGE
ASSISTANCE CENTER CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED."          

         SECTION  11.  Communication  of  Offer.  At no time  were  the  Sellers
presented with or solicited by any leaflet, newspaper or magazine article, radio
or  television  advertisement,  or any  other  form of  general  advertising  or
solicited  or  invited  to  attend  a  promotional  meeting  otherwise  than  in
connection and concurrently with such communicated offer.                       

         SECTION  12.  Authority;   Enforceability.  This  Agreement  and  other
agreements delivered together with this Agreement or in connection herewith have
been duly authorized,  executed and delivered by the Sellers.  This Agreement is
valid,  binding  and  enforceable  in  accordance  with its  terms,  subject  to
bankruptcy,  insolvency,  fraudulent  transfer,  reorganization,  moratorium and
similar laws of general applicability relating to or affecting creditors' rights
generally  and to general  principles  of equity.  Sellers have full  individual
power and  authority  necessary  to enter  into this  Agreement  and such  other
agreements  and to  perform  their  obligations  hereunder  and  under all other
agreements entered into by the Sellers in regard to this transaction.           

         SECTION  13.  Restricted   Securities.   Sellers  understand  that  the
Securities have not been registered under the 1933 Act and such Sellers will not
sell, offer to sell,  assign,  pledge,  hypothecate or otherwise transfer any of
the Securities unless (i) pursuant to an effective  registration statement under
the 1933 Act, (ii) such Sellers provides the Company with an opinion of counsel,
in a form  reasonably  acceptable  to the  Company,  to the effect  that a sale,
assignment or transfer of the Securities may be made without  registration under
the 1933 Act, or (iii) Sellers  provide the Company with  reasonable  assurances
(in the form of seller  and broker  representation  letters)  that the  Exchange
Shares,  as the case may be, can be sold  pursuant  to (A) Rule 144  promulgated
under the Securities Act of 1933 Act, or (B) Rule 144(k)  promulgated  under the
Securities Act of 1933 Act, in each case following the applicable holding period
set forth therein.                                                              

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         SECTION 14. No Governmental  Review.  Each Seller  understands  that no
federal or state agency or any other  governmental or state agency has passed on
or made  recommendations  or endorsement of the Securities or the suitability of
the investment in the Exchange Shares,  nor have such authorities passed upon or
endorsed the merits of the offering of the Exchange Shares.                     

         SECTION  15.  Correctness  of  Representations.  Each  Seller  and  MAC
represent as to such Seller that the foregoing  representations  and  warranties
are true  and  correct  as of the date  hereof  and,  unless a Seller  otherwise
notifies the Company prior to the Closing Date (as hereinafter defined), will be
true and correct as of the Closing Date                                         

SECTION 16. Financial Statements.                             

                  16.1 MAC has  furnished  to the Company  copies of (a) audited
balance  sheets of the  Company  and audited  statements  of income,  changes in
shareholders'  equity and statements of cash flow for the period ending December
31, 2004,  together with the reports and notes  thereon,  independent  certified
public accountants (collectively, the "Audited Financial Statements").          

                  16.2 The Audited  Financial  Statements (a) have been prepared
in conformity with GAAP applied on a consistent  basis from year to year (except
as noted otherwise therein);  and are true and correct and present fairly in all
material  respects the financial  condition of MAC and the results of operations
and changes in cash flow of MAC for the periods to which each relates.          

                  16.3  To the  knowledge  of the  MAC , the  Interim  Financial
Statements,  if prepared, (a) have been prepared in conformity with GAAP applied
on a  consistent  basis from year to year (except as noted  otherwise  therein),
subject to normal recurring year-end  adjustments (the effect of which will not,
individually or in the aggregate,  be material) and the absence of notes (which,
if presented,  would not differ  materially  from those  included in the Audited
Financial  Statements),  and are true and  correct  and  present  fairly  in all
material  respects  the  financial  condition  of the Company and the results of
operations  and  changes  in cash  flow of MAC for the  periods  to  which  each
relates.                                                                        

         SECTION 17.  Litigation.  To MAC's best  knowledge,  there is no claim,
action, investigation,  arbitration or proceeding pending or, threatened against
MAC, or against or relating to any of the assets or the ability of it to perform
its obligations hereunder,  before any arbitrator,  judge, court or governmental
authority. MAC is not subject to any order, writ judgment,  injunction,  decree,
determination  or  award  of  any  arbitrator,   judge,  court  or  governmental
authority.                                                                      

         SECTION 18. Contracts.  To the extent applicable,  Exhibit "C" contains
an accurate and complete list of all written and oral  agreements  and contracts
in effect on the date of this  Agreement  to which MAC is a party in  connection
with  the  business  operations  or by which  any of its  properties  or  assets
relating to the operation are bound.  The are no contracts in formation or which
are capable of subsequent formation as a result of future satisfied  conditions.
MAC has made available to the Company true and complete  copies of the contracts
(including any amendments or modifications thereto).                            

         SECTION 19. Environmental Matters. MAC has not used any property,  real
or personal to generate,  manufacture,  refine, transport, treat, store, handle,
or dispose of any hazardous  substances except in accordance with all applicable
federal and state environmental laws.                                           

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         SECTION 20. Taxes.  MAC has or will duly file or caused to be filed all
federal income tax returns and all other federal,  state,  county, local or city
tax  returns  which are  required  to be filed,  including,  but not limited to,
income and employee  withholding taxes, and it has paid or caused to be paid all
taxes  shown on said  returns  or on any tax  assessment  received  by it to the
extent that such taxes have  become due, or has set aside on its books  reserves
(segregated  to the extent  required by sound  accounting  practice)  reasonably
deemed by it to be adequate with respect thereto.                               

         SECTION 21. Absence of Changes. Since the date of the Audited Financial
Statements, MAC has operated its business in the ordinary course consistent with
past practices and there has not been,  except as disclosed in this Agreement or
the Exhibits attached hereto:                                                   

i. any Material Adverse Effect;                               

         ii.  any  damage,  destruction  or  loss  (whether  or not  covered  by
insurance)  affecting  any  tangible  asset or  property  used or  useful in the
business operations, normal wear and tear excepted;                             

         iii. any  payments,  discharges  or  satisfactions  by it of any liens,
claims,  charges  or  liabilities  (whether  absolute,  accrued,  contingent  or
otherwise and whether due or to become due) relating to the business operations,
other than in the  ordinary  course of the  business  and  consistent  with past
practice;                                                                       

         iv.  any  licenses,  sales,  transfers,  pledges,  mortgages  or  other
dispositions of any tangible or intangible assets having a value over $1,000 (in
the  aggregate)  used or held for use in  connection  with the  operation of the
business, other than in the ordinary course of business and consistent with past
practice;                                                                       

         v. any write-offs as uncollectible of any accounts  receivable or notes
receivable of the operations,  or any portion  thereof,  not provided for in the
allowance for uncollectible accounts in the Interim Financial Statements;       

         vi.  any  cancellations  of any  material  debts or  claims  of, or any
amendments,  terminations  or waivers of any  rights of  material  value to, the
business operations;                                                            

         vii.  any  general  uniform  increase  in or  change  in the  method of
computing  the  compensation  of  employees  of it who perform  services for the
benefit of the business operations;                                             

         viii. any material  changes in the manner in which MAC extends discount
or credits to customers or otherwise deals with customers of its business;      

         ix.  any  material  changes  in the  accounting  methods  or  practices
followed by MAC and or any changes in depreciation  or amortization  policies or
rates theretofore adopted;                                                      

         x. any capital commitments by MAC and for additions to property,  plant
or equipment of the business operations;                                        

         xi. any  agreements  or  commitments  to merge or  consolidate  with or
otherwise  acquire any other  corporation,  association,  firm or other business
organization or division thereof;                                               

         xii. any declarations of dividend, payment of any dividend, issuance of
any  securities,  purchase  or  redemption  of any  securities,  commitments  or
authorizations for any changes to its Articles of Incorporation or amendments to
any  by-laws,  conversions  of any options,  warrants or  otherwise  into common
shares;                                                                         

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         xiii. any other material  transaction relating to MAC other than in the
ordinary course of the business and consistent with past practice; or           

         xiv. any agreements or understandings, whether in writing or otherwise,
for MAC to take any of the actions specified in items i. through xiii. above.   

         SECTION 22. Undisclosed Liabilities.  MAC does not have any liabilities
or  obligations  of any nature that would be required by GAAP to be reflected in
the  Financial  Statements  (subject,  in the case of unaudited  statements,  to
normal year-end audit adjustments), except: (a) such liabilities and obligations
which are  reflected in the Financial  Statements,  or (b) such  liabilities  or
obligations  which were  incurred in the ordinary  course of business for normal
trade or business  obligations  and are not  individually or in the aggregate in
excess of $1,000.                                                               

         SECTION 23.  Compliance  with Laws.  Except as  individually  or in the
aggregate  would not have a Material  Adverse  Effect,  MAC has  complied in all
respects with all laws of all Governmental Authorities (including all tariff and
reporting requirements) with respect to its business operations.                

         SECTION 24. Consents,  Approvals and  Notifications.  The execution and
delivery by MAC and SELLERS of this Agreement to which each is a party does not,
and the  performance by each of this  Agreement  will not,  require any consent,
approval,  authorization  or other action by, or filing with or notification to,
any Governmental Authority or any other Person.                                 

D. Miscellaneous Provisions.                                                    

SECTION 1. Conditions to Closing                              

                  1.1 Conditions to Obligations of the Company.  The obligations
of the  Company to  consummate  the sale of the  shares  shall be subject to the
fulfillment,  at or prior to the Closing,  of each of the following  conditions,
any one of which may be waived by the SELLERS without waiver of any other rights
or remedies which SELLERS may have under this Agreement:                        

                           i. The Company's Closing  Documents.  At the Closing,
the Company shall have executed and delivered the following Related Documents to
which they are parties and for which each is  responsible:  (1) a signed copy of
this  Agreement,  (2) the Exchange Share  Prospectus,  (3) the Company's  annual
report as filed on Form 10-KSB, and (4) the exchange share  certificates  issued
and delivered to each SELLER.                                                   

                  1.2 Conditions to Obligations of SELLERS.  The  obligations of
SELLERS to  consummate  the  exchange of their MAC shares  contemplated  by this
Agreement shall be subject to the  fulfillment,  at or prior to the Closing,  of
each of the following conditions,  any one of which may be waived by the Company
without  waiver of any other rights or remedies which the Company may have under
this Agreement.                                                                 

                  i.  Closing  Documents.  At the  Closing,  SELLERS  shall have
         executed and delivered the  following  Related  Documents to which they
         are parties and for which each is responsible: (1) their signed copy of
         this Agreement,(2) the completed investor qualification  questionnaire;
         and (3) the exchange share  certificates duly endorsed and delivered to
the Company.                                                  

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SECTION 2. Indemnification.                                   

                  2.1 Survival. All representations and warranties and covenants
and  agreements  contained  herein shall survive the execution of hereof and the
Closing  Date.  Any  investigations  by or on  behalf  of any  party  shall  not
constitute  a  waiver  as to  enforcement  of any  representation,  warranty  or
covenant contained in this Agreement.  No notice or information delivered by one
party shall  affect the other  party's  right to rely on any  representation  or
warranty made by the party  delivering the notice or information or relieve that
party of any  obligations  under this Agreement as the result of a breach of any
of its representations and warranties.                                          

SECTION 3. General Provisions.                                

                  3.1 Headings  and  Interpretation.  The headings  used in this
Agreement  are for  reference  purposes only and shall not affect the meaning or
interpretation of any term or provision of this Agreement.                      

                  3.2  Severability.  If any  term or  other  provision  of this
Agreement is invalid,  illegal or incapable of being enforced by any rule of law
or public policy,  all other  conditions and provisions of this Agreement  shall
nevertheless  remain in full force and effect so long as the  economic  or legal
substance of the transactions  contemplated hereby is not affected in any manner
adverse to any party.                                                           

                  3.3 Entire  Agreement.  This  Agreement  represents the entire
understanding  of the parties with  reference  to the matters set forth  herein.
This Agreement supersedes all prior negotiations,  discussions,  correspondence,
communications  and prior  agreements  among the parties relating to the subject
matter herein.                                                                  

                  3.4  Amendment.  This Agreement may not be amended or modified
except by an instrument in writing signed by the parties hereto.                

                  3.5 Applicable  Law. This  Agreement  shall be governed by the
substantive  laws of the State of Texas,  without regard to its conflict of laws
provisions.                                                                     

                  3.6   Counterparts  and  Facsimile   Transmission   Copies  of
Originals.  This Agreement may be executed in several original or facsimile copy
counterparts and all so executed and transmitted shall constitute one Agreement,
binding  on all  the  parties  hereto  even  though  all  the  parties  are  not
signatories  to the  original  or the same  counterpart.  Facsimile  transmitted
signatures  shall be deemed valid as though they were  originals and the parties
may perform  any and all  obligations  and duties in  reliance on the  facsimile
copies.                                                                         

                  3.7 Further Assurances, Additional Documents, Etc. The parties
will cooperate with each other to accommodate the intent of this agreement.     

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         IN WITNESS WHEREOF,  the parties hereto have executed,  or caused their
duly authorized  representatives to execute, this Business Combination Agreement
as of the date first written above.                                             

MORTGAGE ASSISTANCE CENTER                       MORTGAGE ASSISTANCE CORPORATION
CORPORATION                                                                     

/s/ Dale Hensel                                  /s/ Dale Hensel              
------------------------                         ------------------------       
By: Dale Hensel                                  By: Dale Hensel                
Title: President                                 Title: President               

                                     By: /s/ Dan Barnett
                                             ---------------------
                                   Dan Barnett
                                        Title: Secretary

SELLERS SIGNATURES                                                              

                                       /s/ Michelle Taylor
------------------------                         ------------------------       
John Kirtland                                    Michelle Taylor                

------------------------                         ------------------------       
Robert Birkeland                                 Robert Parma                   

------------------------                         -----------------------        
Sterling Trust, FBO                              2612 Main St. Partners, Ltd.   
James A.. Campbell                               By: Jeff Swaney                
By: James A. Campbell                            Authorized Partner             
Authorized Agent                                                                

------------------------                         ------------------------       
Mitchell McGowen                                 Jennifer Wereszynski           

------------------------                         ------------------------       
Ruth Bison                                       Gary Wereszynski               

------------------------                         ------------------------       
Nancy Kopf                                       Joseph Kopf                    

------------------------                         ------------------------       
Mary Ann Andrews                                 Richard Freeman                

------------------------                         ------------------------       
Jon Freeman                                      Paul Sampeck                   

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------------------------                         ------------------------       
Kenneth Lowery                                   Melanie Clay                   

                                   /s/ Dale Hensel
------------------------                         ------------------------       
Sterling Trust FBO                               Leberknight FLP                
Pat Raaz IRA                                     By: Dale Hensel                
By: Pat Raaz                                     Authorized Agent               
Authorized Agent                                                                

/s/ Dan Barnett                                  /s/ Dale Hensel              
------------------------                         ------------------------       
Dan Barnett                                      Dale Hensel                    

------------------------                         ------------------------       
Pat Janus                                        Gayle Victory                  

------------------------                         ------------------------       
Don Rivera                                       Chet Goldberg                  

------------------------                         ------------------------       
Chris Ercegovich                                 Ernest Gusella                 

------------------------                         ------------------------       
Tomiyo Sasaki                                    Mike Condon                    

------------------------                         ------------------------       
Mark Hitchcock                                   Darryl Williams                

------------------------                         ------------------------       
Thomas Rhodes                                    Wendy LeJune                   

------------------------                         ------------------------       
Mary Nell Finney Trust                           Sally Ann Seward               
By:                                                                             
Trustee                                                                         

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EXHIBIT "A"                                                                     
SELLERS                                                                         

Each Seller will transfer and deliver to Mortgage  Assistance Center Corporation
(MACC) their Mortgage Assistance Corporation (MAC) shares listed in column A and
MACC will issue each MAC  shareholder the number of MACC shares listed in column
B.                                                                              

                                  (A)                              (B)
SELLERS:                            MAC Shares                    Company Shares
--------                            ----------                    --------------

1.  John Kirtland                    40,000                            64,000   
2.  Michelle Taylor                 647,734                         1,036,375   
3.  Robert Birkeland                 25,000                            40,000   
4.  Robert Parma                     11,350                            18,160   
5.  Sterling Trust(Campbell)         55,000                            88,000   
6.  2612 Main St.                    20,000                            32,000   
7.  Mitchell McGowan                 10,000                            16,000   
8.  J.& G. Wereszynski                5,000                             8,000   
9.  Ruth Bison                       15,000                            24,000   
10. Mary Ann Andrews                 25,000                            40,000   
11. N.& J. Kopf                      96,000                           153,600   
12. Richard Freeman                  15,000                            24,000   
13. Jon Freeman                       5,000                             5,000   
14. Paul Sampeck                     25,000                            40,000   
15. Kenneth Lowery                   25,000                            40,000   
16. Melanie Clay                     15,000                            24,000   
17. Sterling Trust(Raaz)             24,000                            38,400   
18. Pat Raaz                         47,500                            76,000   
19. Leberknight FLP               2,400,000                         3,840,000   
20. Dale Hensel                     744,411                         1,191,058   
21. Dan Barnett                   3,104,411                         4,967,058   
22. Pat Janus                         1,000                             1,600   
23. Gayle Victory                       500                               800   
24. Don Rivera                          750                             1,200   
25. Chet Goldberg                     4,887                             7,820   
26. Chris Ercegovich                  4,500                             7,200   
27. E. Gusella and T. Sasaki         28,750                            46,000   
28. Mike Condon                      28,000                            44,800   
29. Mark Hitchcock                   12,500                            20,000   
30. Darryl Williams                   8,268                            13,229   
31. Thomas Rhodes                     4,800                             7,680   
32. Wendy LeJune                     42,575                            68,120   
33. Mary Nell Finney Trust            1,000                             1,600   
34. Sally Ann Sewald                  7,064                            11,303   

Total                             7,500,000                        12,000,000

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘8-K’ Filing	Date	First	Last	Other Filings

Filed as of:	5/13/05			NT 10-Q
Filed on:	5/12/05			8-K/A
For Period End:	5/10/05
	3/31/05	4		10QSB, NT 10-K, NT 10-Q
	12/31/04	2	8	10KSB, NT 10-K
				List all Filings

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Filing Submission 0001010549-05-000315 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Mortgage Assistance Center Corp – ‘8-K’ for 5/10/05 – EX-2.0

On: Thursday, 5/12/05, at 5:41pm ET · As of: 5/13/05 · For: 5/10/05 · Accession #: 1010549-5-315 · File #: 0-21627

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Current Report — Form 8-KFiling Table of Contents

EX-2.0 — Business Combination Agreement

Dates Referenced Herein and Documents Incorporated by Reference

Current Report — Form 8-K
Filing Table of Contents