Galaxy Next Generation Inc Watch

from 8-K/A ~10 pages This Agreement and Plan of Reorganization ("The Agreement"), Dated as of the 10th Day of April, 2002, by and Between Excel Publishing, Inc., a Nevada Corporation ("Excel") and Fullcircle Registry, Inc., a Delaware Corporation ("Fullcircle") and the Shareholders of Fullcircle ("Shareholders"), With Reference to the Following: A. Excel Is a Nevada Corporation Organized on June 7, 2000. Excel Has Authorized Capital Stock of 50,000,000 Common Shares and 5,000,000 Preferred Shares, $.001 Par Value, of Which 11,300,000 Common Shares Are Issued and Outstanding and No Preferred Shares Are Issued and Outstanding. B. Fullcircle Is a Privately Held Corporation Organized Under the Laws of the State of Delaware on January 20, 2000. Fullcircle Has Authorized Capital Stock of 12,500 Common Shares, $.001 Par Value, of Which 12,500 Shares Are Issued and Outstanding. C. the Respective Boards of Directors of Excel and Fullcircle Have Deemed It Advisable and in the Best Interests of Excel and Fullcircle That Fullcircle Be Acquired by Excel, Pursuant to the Terms and Conditions Set Forth in This Agreement. D. Excel and Fullcircle Propose to Enter Into This Agreement Which Provides Among Other Things That All of the Outstanding Shares of Fullcircle Be Acquired by Excel, in Exchange for 12,000,000 Shares of Excel and Such Additional Items as More Fully Described in the Agreement. E. the Parties Desire the Transaction to Qualify as a Tax-Free Reorganization Under Section 368 (A)(1)(b) of the Internal Revenue Code of 1986, as Amended. Now, Therefore, the Parties Hereto Agree as Follows: Article 1 the Acquisition