Plan of Reorganization and Acquisition
(A TEXAS CORPORATION)
(AN ALBERTA, CANADA PRIVATE CORPORATION)
This Plan of Reorganization and Acquisition is made and dated this 15th day of September, 1999 by and
between the above referenced corporations, and shall become effective this day, "the Effective Date" .
I. THE INTERESTED PARTIES
1. 649.COM INC. ("649-Issuer"), formerly Market Formulation and Research Corp. ("MFRC" also
"649/MFRC") is a public Texas Corporation, which has duly changed its name.
2. 649.COM INC. ("649-Target") is an Alberta, Canada private Corporation.
3. BAYCOVE INVESTMENTS LIMITED ("Baycove") is the principle beneficial shareholder of 649.com Inc.
II. DESCRIPTIVE SUMMARY
This descriptive summary is presented, by way of introduction, to provide an overview of the Corporate
Reorganization agreed to herein, and closing hereby.
Market Formulation and Research Corp. of Texas (the Public Company) changed its name to 649.com Inc.
(Issuer) and has acquired 100% of 649.com Inc. (Target) as 649.com Inc. a wholly-owned subsidiary of the
MFRC has effected a forward split its present common stock 5 to 1 and has or will issue certain post-split shares
in connection with the acquisition. The shares to be issued will fall into two groups: (1) common voting shares of
649IMFRC (the Issuer) will be issued to the shareholders of 649.com Inc. in exchange for all of the issued and
outstanding shares of 649.com Inc., and (2) additional common voting shares will be issued to accredited
investors pursuant to Regulation D, Rule 505 or 506, or Section 4(2) of the U.S. Securities Act of 1933.
A. THE CAPITAL OF THE PARTIES:
1. THE CAPITAL OF MFRC consists of 50,000,000 shares of common voting stock of $0.001 par value
authorized, of which 10,725,650 shares are issued and outstanding.
2. THE CAPITAL OF 649.COM INC. of Alberta, Canada consists of the authority to issue unlimited Class A,
B and C Voting Common Stoc