Exhibit 99.3
PLAN OF MERGER
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THIS PLAN OF MERGER (the "PLAN") is made and entered into this 30th day of
May, 2003, by and between CARCORP USA CORPORATION, a Delaware corporation,
having an address of 0000 Xxxx Xxxxxxxxx Xxxx., Xxxxx 000, Xxxxxxxxx Xxxxx, XX
00000 (the "SURVIVING CORPORATION"), with ELITE FLIGHT SOLUTIONS, INC., a Nevada
corporation, having an address of 0000 Xxx Xxxxx Xxxx, Xxxxx x-0, Xxxxxxxx, XX
00000 (the "MERGING CORPORATION"). The Merging Corporation and the Surviving
Corporation are hereinafter sometimes together referred to as the "CONSTITUENT
CORPORATIONS".
RECITALS:
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WHEREAS, the Directors of each Constituent Corporation have determined
that it would be in the best interest of such corporations for the Merging
Corporation to merge with and into the Surviving Corporation in accordance with
the Nevada Revised Statutes and the Delaware General Corporation Law:
NOW THEREFORE, in consideration of the premises and the mutual covenants,
agreements, provisions and grants herein contained, the Constituent Corporations
hereby agree and prescribe the terms and conditions of this Plan of Merger and
the mode of carrying the same into effect, as follows:
1. MERGER. On the terms and conditions set forth herein, on the
Effective Date (as defined in Section 2 below), the Merging Corporation shall be
merged (the "MERGER") with and into the Surviving Corporation. The name of the
Surviving Corporation after the Merger shall be CARCORP USA CORPORATION, a
Delaware corporation.
2. EFFECTIVE DATE. The Merger shall become effective upon filing of the
Articles of Merger (the "EFFECTIVE DATE").
3. EFFECT OF MERGER. Upon the Effective Date,
(a) The Merging Corporation and the Surviving Corporation shall
become a single corporation and the separate corporate existence of the Merging
Corporation shall cease.
(b) The Surviving Corporation shall succeed to and possess all the
rights, privileges, powers and immunities of the Merging Corporation which,
together with all of the assets, properties, business, patents, trademarks and
goodwill of the Merging Corporation, of every type and description wherever
located, shall vest in the Surviving Corporation without further act or deed.
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(c) All rights of creditors and all liens upon any property of the
Constituent Corporations shall remain unimpaired.
4. CERTIFICATE OF INCORPORATION, BYLAWS, OFFICERS AND DIRECTORS OF
SURVIVING CORPORATION. Upon the Effective Date:
(a) The Certificate of Incorporation of the Surviving Corporation
shall remain and continue as the Certificate of Incorporation of the Surviving
Corporation until amended in the manner provided by law.
(b) The Bylaws of the Surviving Corporation shall remain and
continue as the Bylaws of the Surviving Corporation until amended in the manner
provided by law.
(c) The officers and directors of the Merging Corporation shall
become the officers and directors of the Surviving Corporation, with each
holding the same position in the Surviving Corporation as they held in the
Merging Corporation.
5. MANNER AND BASIS OF CONVERTING SHARES. Upon the Effective Date, all
of the then-issued and outstanding shares of capital stock of the Merging
Corporation shall be automatically canceled, without any action on the part of
the holder thereof, in exchange for the right to receive 0.5746 shares of common
stock of the Surviving Corporation for each outstanding share of common stock of
the Merging Corporation then-issued and outstanding, resulting in the issuance
of a total of 105,759,297 shares of common stock to the former shareholders of
the Merging Corporation.
6. GOVERNING LAW. This Plan of Merger shall be governed and construed
in accordance with the laws of the States of Nevada and Delaware.
7. ARTICLES OF MERGER. Promptly upon adopting this Plan, the parties
shall execute the Articles of Merger and file the same as required under Nevada
and Delaware Law.
8. COUNTERPARTS. This Plan of Merger may be executed in counterparts,
each of which when so executed shall constitute an original copy hereof, but
which together shall be considered one and the same document.
[SIGNATURE PAGE TO FOLLOW]
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IN WITNESS WHEREOF, the parties have executed this Plan of Merger, this
30th day of May, 2003.
SURVIVING CORPORATION
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CARCORP USA CORPORATION,
a Delaware corporation
By: /s/ Xxxxxxx Xxxxx
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Printed Name: Xxxxxxx Xxxxx
Its: President
MERGING CORPORATION
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ELITE FLIGHT SOLUTIONS, INC.
a Nevada corporation
By: /s/ Xxxx Xxxx
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Printed Name: Xxxx Xxxx
Its: President
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