PLAN OF REORGANIZATION AND MERGER
BY WHICH
Aster Buzbuilders, Inc.
(A TEXAS CORPORATION)
SHALL ACQUIRE AND BE MERGED INTO AND WITH
Vitatonics Corp.
(A NEVADA CORPORATION)
This Plan of Reorganization and Acquisition is made and dated May 14, 1996,
by and between the Parties, as identified hereinafter, respectively.
I. THE PARTIES
1. ASTER BUZBUILDERS, INC. ("Aster") is a public Texas Corporation, being the
lawful successor of the former CCC-Huntor Associates, Inc., formerly, a Nevada
Corporation.
2. VITATONICS CORP. ("Vitatonics") is a private Nevada Corporation.
II. DESCRIPTIVE SUMMARY
By this Agreement Aster shall acquire all capital stock of Vitatonics which
shall become a wholly-owned subsidiary of Aster. Aster shall issue 6,000,000
shares to the shareholders of Vitatonics. Aster and Vitatonics shall then merge
together into Vitatonics of Nevada. Following this reorganization, control of
the resulting Vitatonics shall remain with the present management of Vitatonics.
III. RECITALS
A. The Capital of the Parties:
1. THE CAPITAL OF ASTER consists of 100,000,000 share of common voting
stock authorized of $.001 par value authorized, of 4,210,000 are issued or
outstanding.
2. THE CAPITAL OF VITATONICS consists of 2,500,000 shares of class "A"
voting common stock of par value $.01 authorized, of which 100 shares are
issued and outstanding.
B. The Background for the Reorganization:
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PLAN OF REORGANIZATION and ACQUISITION
Aster Buzbuilder/Vitatonics Corp
May 1996 Page 2
1. VITATONICS has certain interests, expertise, fund raising capabilities
and markets a line of extremely high quality nutritional supplements;
2. VITATONICS has an interest to be acquired/merged with a public
corporation (Bulletin Board listed), and
3. ASTER wishes to acquire these interest and change its place of
incorporation from Texas to Nevada.
4. THE PARTIES have determined that the Texas Company shall first acquire
and then be merged with and into the Nevada company in a corporate
reorganization.
5. THE PARTES contemplate and intend that the acquisition will be a stock
for stock transaction; that all of the issued and outstanding capital stock
of Vitatonics shall be treated as if acquired by Aster in exchange solely
for the new issuance of shares of Aster voting stock pursuant to Regulation
D, Rule 504, as promulgated by the Securities and Exchange Commission; that
immediately following the acquisition by Aster of Vitatonics, Aster shall
merge into and with Vitatonics; these transaction are intended to qualify
as a tax free reorganization under Section 368(a)(1)(B) of the Internal
Revenue Code of 1954, as amended, and related sections thereunder.
IV. PLAN OF REORGANIZATION
A. First, Reorganization and Acquisition: (1) Aster shall acquire all the
Capital Stock of Vitatonics, and Vitatonics shall become and be a wholly-owned
subsidiary of Aster, on the terms and conditions which follow and are provided
in this Agreement (2) Aster shall issue to the shareholders of Vitatonics, as
Vitatonics shall direct, an aggregate of Six Million (6,000,000) shares of
common stock of Aster;
B. Second, Reorganization and Merger: (1) Immediately following the
acquisition by Aster of the capital stock of Vitatonics, then Aster shall merge
with and into Vitatonics, such that all shareholders of Aster immediately
following the acquisition of Vitatonics, shall become and be the shareholders of
the resulting Nevada company, share for share.
C. Transfer of Control: Immediately following the merger, the Officers and
Directors of Vitatonics shall continue in office as the Officers and Directors
of the resulting company to serve until the next meeting of shareholders, and
the Existing Directors of Aster shall forthwith resign as Directors.
D. Surviving Corporations: The Nevada Company shall the Reorganization as
indicated above, such that after the Reorganization, Vitatonics Corp. of Nevada
shall be the successor to the former Aster Buzbuilders, Inc.
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PLAN OF REORGANIZATION and ACQUISITION
Aster Buzbuilder/Vitatonics Corp
May 1996 Page 3
E. Closing/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, and the completion of the Audited Financial Statements of
Aster, the time of such effectiveness being called closing and/or the effective
date hereof.
F. 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.
G. Construction: This Plan of Reorganization and the resulting legal
relations between the parties hereto shall be governed by and construed in
accordance with the laws of the State of Nevada.
H. Representations and undertakings by Aster.
Aster represents and warrants as follows:
(1) As of the closing date, the Aster shares to be delivered to the
Stockholders will constitute the equivalent of validly and legally
issued shares of Aster, fully paid and nonassessable, and will be
legally equivalent in all respects to the common stock of Aster issued
and outstanding as of the date hereof. It is intended by the parties
that actual delivery of shares will be made after the merger so that
shareholders will receive new shares of Vitatonics replacing former
shares of Vitatonics and Aster.
(2) The officers of Aster are duly authorized to execute this
agreement pursuant to authorization of it Board of Directors.
(3) The financial statements of Aster, are true and complete
statements, as of that date, of its financial condition, and fairly
present the results of its operations for such period; there are no
substantial liabilities, either fixed or contingent, not reflected in
such financial statements other than contracts or obligations in the
usual course of business; and no such contracts or obligations in the
usual course of business are liens or other liabilities, which if
disclosed, would alter substantially the financial condition of Aster,
as reflected in such financial statements.
(4) Since December 31, 1995, there have not been, and prior to the
closing date there will not be, any material adverse changes in the
financial position of Aster, except changes arising in the ordinary
course of business and the proposed reorganization and separation of
Aster. An audited financial statement will be prepared as of December
31, 1995.
(5) To the best knowledge of Aster, its Officers, Directors or
Principal Shareholders, Aster is not involved in any pending or
threatened litigation or governmental investigation or proceeding not
reflected in such financial statements or otherwise disclosed in
writing to Vitatonics.
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PLAN OF REORGANIZATION and ACQUISITION
Aster Buzbuilder/Vitatonics Corp
May 1996 Page 4
(6) As of the closing date, Aster will be in good standing as a Texas
corporation with total authorized capital consisting of One Hundred
Million shares of $.001 par value common shares.
I. Confidentiality: The Parties hereto agree that the information which
each intends to impart to the other subsequent to the execution thereof shall
not be disclosed to any other third party an each person shall take reasonable
precautions to prevent disclosure of any information and know-how to any entity
for any use, including but not limited to, commercial use. The parties hereto
further agree to keep confidential all proprietary information. The parties
furthermore agree to keep confidential any and all names, telephone or telex
numbers, and any other matters considered confidential arising from this
Agreement.
J. Dissenting Shareholders and Service of Process: The Nevada corporation
shall be the successor entity for the purpose of any claims by dissenting
shareholder of the pre-merger Vitatonics, and the Texas company for claims by
dissenting shareholders of the former Aster. The resulting company hereby
appoints the Secretaries of State of each State as agent for service of process,
respectively by shareholders of the respective corporations and designates the
Board of Directors of the Nevada Company at the Company's Corporate Office in
Nevada as the proper persons and place for mailing by such Secretaries of State
of any process so served.
K. Counterpart: This Agreement may be signed in counterpart originals.
THIS 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.
Aster Buzbuilders, Inc. Vitatonics Corp.
by
/s/ Xxxx X. Xxxxx /s/ Xxx Kalenuik
------------------------------------ ------------------------------------
Xxxx X. Xxxxx Xxx Kalenuik
PRESIDENT AND DIRECTOR PRESIDENT AND DIRECTOR
/s/ Xxxxxxx Xxxxxxx /s/ Xxxxxxxx Kalenuik
------------------------------------ ------------------------------------
Xxxxxxx Xxxxxxx Xxxxxxxx Kalenuik
SECRETARY AND DIRECTOR SECRETARY AND DIRECTOR
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