At the 38 Special closing of the Merger the ChiefExecutive
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At the summarizes closing of informs the Merger, the ChiefExecutive Officer of Solargen, Michael Peterson, and the Chief Financial Officerof Solargen, Adam McAfee, shall be appointed as CEO and CFO, respectively, ofTMEX. Further, immediately prior to Closing of the Merger, the existingoutstanding shares of TMEX shall be subject to a reverse split on a 2,001:1basis, resulting in approximately 42,736 shares of TMEX issued and outstandingimmediately prior to the merger. Further, TMEX will increase it authorized sharecapital from 100,000,000 authorized shares of common stock and no authorizedpreferred stock to 500,000,000 authorized shares of common stock and 100,000,000authorized shares of preferred stock.The closing of the Merger is anticipated to occur in January 2009, contingentupon the occurrence of customary conditions to closing and a number of otherevents, including TMEX amending its name, articles of incorporation and tradingsymbol. Upon the closing of the Merger, up to 15,010,000 shares of Solargenstock that are issued and outstanding shall automatically be converted into theright to receive one (1) share of TMEX stock (on a post-reverse stock basis),and TMEX shall continue as the surviving corporation. This would result inSolargen stockholders owning approximately 99.7% percent of TMEX immediatelyafter the closing of the Merger, assuming the current numbers of issued andoutstanding stock of Solargen and TMEX remain unchanged prior to the closing ofthe Merger and without taking into account any additional shares which may beissued in connection with capital raising activities.TMEX USA, Inc., a development stage Nevada corporation formerly known as SwissCellular Laboratories, Inc. was incorporated in Nevada on July 29, 1987 as awholly owned subsidiary of NuTek, Inc., a Nevada corporation On June 30, 1995,it changed its name to TMEX USA, Inc.
TMEX was an internationaltelecommunications provider of wholesale and retail voice, video, date andinternet services via a computer network and laser communication connection fromthe US to Mexico . TMEX listed its shares on the OTCBB market, but failed toremain current on its SEC filings and ceased operations in 2000, afterwithdrawing its Form SB-1 with the SEC in August 2000 . TMEX entered into aChapter 7 bankruptcy in 2002 and was discharged from bankruptcy in December2003 . Between December 2003 and December 2004, TMEX was considered dormant . OnMay 11, 2005 a custodian was appointed in Nevada to revive the company, andlater the new board began to seek a merger partner.
TMEX's shares are currentlyquoted for sale on the Pink Sheets under the trading symbol "TMXU.PK."Solargen Energy, Inc . is a development stage Delaware company formed to develop,own and operate large scale solar farms . Solargen was incorporated on October 4,2006 and has conducted limited business operations and not had any revenues todate . Accordingly, there is no prior operating history by which to evaluate thelikelihood of Solargen's success or its ability to exist as a "going concern."Solargen currently has minimal operating capital (approximately $50,000) andrelies on capital-raising for operating expenses.Solargen is focused on developing large-scale solar farms and related services,and Solargen plans to have three primary revenue components: * Selling solar energy to customers: Solargen anticipates entering into Power Purchase Agreements (PPA) with both commercial and utility entities for the sale of electricity generated from our solar farms .

