Exhibit No. 1
Form 8-K
Source Energy Corporation
File No. 0-29129
PLAN OF MERGER
This PLAN OF MERGER (the "Plan of Merger"), is made as of
the 13th day of April, 2000, by and between SOURCE ENERGY
CORPORATION, a Utah corporation ("Source"), and NEWVEN
ACQUISITION CORPORATION, a Nevada corporation ("Newven"). Source
is hereinafter sometimes referred to as the "Surviving
Corporation," and together with Newven are referred to as the
"Constituent Corporations.
The authorized capital stock of Newven consists of
50,000,000 shares of common stock, par value $0.001 ("Newven
Common Stock") of which 500,000 shares are issued and outstanding
and held of record by Source, and 10,000,000 shares of preferred
stock, par value $0.001, of which no shares are issued and
outstanding.
The directors of the Constituent Corporations deem it
advisable and to the advantage of said corporations that Newven
merge into Source upon the terms and conditions provided herein.
NOW, THEREFORE, the parties hereby adopt the plan of
reorganization encompassed by this Plan of Merger and hereby
agree that Newven shall merge into Source on the following terms,
conditions and other provisions:
1. Terms and Conditions.
1.1 Merger. Newven shall be merged with and into Source,
which shall be the surviving corporation effective on the date
when this Plan of Merger is filed as part of the required
Articles of Merger with the Division of Corporations and
Commercial Code of the state of Utah and the Nevada Secretary of
State, but in no event prior to April 25, 2000 (the "Effective
Date").
1.2 Succession. On the Effective Date, Source shall
succeed to all of the rights, privileges, powers, immunities and
franchises and all the property, real, personal and mixed of
Newven, without the necessity for any separate transfer. Source
shall thereafter be responsible and liable for all liabilities
and obligations of Newven, and neither the rights of creditors
nor any liens on the property of the Merger Companies shall be
impaired by the merger.
1.3 Common Stock of Newven. Upon the Effective Date, by
virtue of the merger and without any further action on the part
of the Constituent Corporations or their stockholders, each share
of Newven Common Stock issued and outstanding immediately prior
to the Effective Date shall be cancelled and shall no longer
represent any interest in any corporation.
2. Charter Documents, Directors and Officers
2.1 Articles of Incorporation and By-Laws. The Articles of
Incorporation and Bylaws of Source as in effect immediately prior
to the Effective Date shall remain the Articles of Incorporation
and Bylaws of Source after the Effective Date without change or
modigfication.
2.2 Directors and Officers. On the Effective Date, the
Board of Directors of Source will consist of the members of the
Board of Directors of Source immediately prior to the Merger.
The individuals serving as executive officers of Source
immediately prior to the Merger will serve as executive officers
of Source upon the effectiveness of the Merger.
3. Miscellaneous
3.1 Further Assurances. From time to time, and when
required by Source or by its successors and assigns, there shall
be executed and delivered on behalf of the Newven such deeds and
other instruments, and there shall be taken or caused to be taken
by them such further and other action, as shall be appropriate
and necessary in order to vest or perfect, or to conform of
record or otherwise, in Source the title to and possession of all
the property, intents, assets, rights, privileges, immunities,
powers, franchises and authority of Newven and otherwise to carry
out the purposes of this Plan of Merger, and the directors and
officers of Source are fully authorized in the name and on behalf
of Newven or otherwise to take any and all such action and to
execute and deliver any and all such deeds and other instruments.
3.2 Approval. This Plan of Merger has been duly adopted
and approved by each of the Boards of Directors of the
Constituent Corporations and no approval of the stockholders of
either of the Constituent Corporations is required since Source
holds all of the issued and outstanding capital stock of Newven.
3.3 Governing Law. This Plan of Merger shall be governed
by and construed in accordance with the laws of the state of
Utah.
IN WITNESS WHEREOF, this agreement has been signed as of the
date first-above written for and on behalf of the corporate
parties hereto by the undersigned thereunto duly authorized.
SOURCE ENERGY CORPORATION
By________________________________________
Xxxxx Xxxxxxxxx, President
NEWVEN ACQUISITION CORPORATION
By________________________________________
Xxxx X. Xxxxxx, President
