EXHIBIT 2.1
PLAN OF REORGANIZATION AND CHANGE OF SITUS
BY WHICH
MEGA-MART, INC.
(A DELAWARE CORPORATION)
AND
AURIC MINING CORPORATION
(A NEVADA CORPORATION)
CHANGES ITS PLACE OF INCORPORATION
THIS PLAN OF REORGANIZATION is made effective and dated this day of
September 28, 1994, by and between the above referenced corporations, sometimes
referred to herein as "the Public Delaware Company" and "the Private Nevada
Company", respectively.
I. THE PARTIES
1. MEGA-MART, INC. ("the Public Delaware Company") is a Delaware
Corporation.
2. AURIC MINING CORPORATION ("the Private Nevada Company") is a Nevada
Corporation, having been created (or to be created) on behalf of Mega-Mart,
Inc., for the purpose of this change of situs.
II. RECITALS
A. THE CAPITAL OF THE PARTIES:
1. THE CAPITAL OF THE PUBLIC COMPANY consists of 30,000,000 shares of
common voting stock of $0.01 par value authorized, of which 1,096,500
shares are issued and outstanding.
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PLAN OF REORGANIZATION AND CHANGE OF SITUS
Mega-Mart, Inc./Auric Mining from DELAWARE TO NEVADA
Page 39
2. THE CAPITAL OF THE PRIVATE COMPANY consisted of 50,000,000 shares
of common voting stock of $.001 par value authorized, of which no
shares have been or are issued or outstanding.
B. THE BACKGROUND FOR THE REORGANIZATION: The Public Delaware
Company desires to locate its Corporate Situs in Nevada, for the reason
that its principal offices are located within that State.
C. THE DECISION TO REORGANIZE TO CHANGE SITUS: The Parties have
resolved, accordingly, to relocated the public company, by means of the
following reorganization, by which the Public Company will move to Nevada.
III. PLAN OF REORGANIZATION
A. CHANGE OF SITUS: The Public Delaware Company and the Private
Nevada Company are hereby reorganized for the sole and singular purpose of
changing the respective place of incorporation of the Company from Delaware
to Nevada; such that immediately following the Reorganization--
1. MERGER: Mega-Mart, Inc., of Delaware shall merge with and into
Auric Mining Corporation of Nevada.
2. THE PUBLIC COMPANY: The former Mega-Mart, Inc., of Delaware will
become and thereafter be Auric Mining Corporation of Nevada. The
Public Company will retain its corporate personality and status, and
will continue its corporate existence uninterrupted, in and through,
and only in and through the Nevada Corporation.
B. EFFECTIVE DATE: This Plan of Reorganization shall become
effective immediately approval and adoption by Corporate parties hereto, in
the manner provided by the law of its place of incorporation and its
constituent corporate documents, the time of such effectiveness being
called the effective date hereof.
C. SURVIVING CORPORATIONS: The Nevada Company shall survive the
Reorganization as indicated above, after Reorganization, with the
operational history of the Delaware Company before the Reorganization, and
with the duties and relationships to its shareholders unchanged by the
Reorganization and with all of its property and with its shareholder list
unchanged. The Delaware Company shall cease to exist as a separate entity
and shall survive as and only as the Nevada Company.
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PLAN OF REORGANIZATION AND CHANGE OF SITUS
Mega-Mart, Inc./Auric Mining from DELAWARE TO NEVADA
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D. FURTHER ASSURANCE, GOOD FAITH AND FAIR DEALING: the Directors of
each Company shall and will execute and deliver any and all necessary
documents, acknowledgements and assurances and to do all things proper to
confirm or acknowledge any and all rights, titles and interests created or
confirmed herein; and both companies covenant hereby to deal fairly and
good faith with each other and each others shareholders.
E. CONVERSION OF OUTSTANDING SHARES: Forthwith upon the effective
date hereof, each and every one share of stock in the Public Delaware
Company shall be converted to one share of the Nevada Company. Any such
holders of shares may surrender them to the transfer agent for common stock
of the former Public Delaware Company, which transfer agent shall remain
and continue as transfer agent for the now Public Nevada Company.
THIS REORGANIZATION AGREEMENT is executed on behalf of each Company by
its duly authorized representatives, and attested to, pursuant to the laws
of its respective place of incorporation and in accordance with its
constituent documents.
MEGA-MART, INC. AURIC MINING CORPORATION
(A DELAWARE CORPORATION) (A NEVADA CORPORATION)
by by
/s/ Claude Smith /s/ William Stocker
---------------------------- ------------------------
Claude Smith William Stocker
PRESIDENT, DIRECTOR ATTORNEY AT LAW
INCORPORATOR AND SOLE INITIAL
OFFICER AND DIRECTOR
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MEGA-MART, INC.
A DELAWARE CORPORATION
September 21, 1994
MAJORITY SHAREHOLDER ACTION
THE MEETING WAS HELD pursuant to waiver of Notice, Shareholder
Representatives present was CLAUDE SMITH, President and Representative of a
majority of all Shareholders entitled to vote.
A MAJORITY OF ALL SHAREHOLDERS entitled to vote at an regular meeting of
shareholders called upon notice being present by their authorized
representatives, the following action was Resolved and Taken:
1. The Officers are empowered and directed to effectuate a 5 to 1 reverse
split of the Company's Common Stock.
2. The Officers are empowered and directed to change the Company's place
of incorporation from Delaware to Nevada.
3. The Officers are empowered and directed to change the Company's
Corporate Name to Auric Mining Corporation.
4. The Officers are empowered and directed to cause the creation of a new
Nevada Corporation to effectuate the changes authorized herein, and to further
authorize the appointment of WILLIAM STOCKER, attorney at law, to serve as
General Counsel, Incorporator and Sole Initial Interim Director of that Nevada
Corporation for the purposes of that Corporation's creation and the execution of
documents to reorganize this Corporation in conformity with the Authorizations
given herein.
/s/ Claude Smith
----------------
Claude Smith
for
Omni-Quest dba Claude Smith,
Smith Oil of Jerusalem dba Claude Smith,
Smith Oil Corp of Louisiana
and Claude smith personally.