Mega Micro Technologies Group Sample Contracts

Mega Micro Technologies Group – Company Press Release (April 10th, 2001)

Company Press Release MEGA MICRO TECHNOLOGIES GROUP ANNOUNCES CORPORATE RESTRUCTURING. LAS VEGAS, NV-(BUSINESS WIRE)-April 9, 2001-Mega Micro Technologies Group (OTC:BB "MGGA") announced the liquidation of its wholly owned subsidiary, Mega Micro, Inc. ("Mega"). Mega was a retail/wholesale computer technology hardware company operating in San Diego, California. MGGA effectuated the liquidation of Mega on March 22 through a purchase by an unaffiliated company for the amount of $200,000 plus the tender of 500,000 shares of MGGA's common stock that was held by a previous founder of MGGA and a principal of the acquiring company. Mega had a net asset value at the time of sale of approximately $50,000 and had operated at a loss for almost ten months prior to the sale. MGGA management had determined, that given the significant downturn of the retail computer hardware industry and gross margin percentages, it was in MGGA's best interest to sell Mega prior t

Mega Micro Technologies Group – STOCK EXCHANGE AGREEMENT (April 6th, 2001)

MIRAGE COMPUTERS, INC. STOCK EXCHANGE AGREEMENT This Stock Exchange Agreement (the "Agreement") is made and entered into as of this 6th day of January 2000, by and between Capital Growth, LLC, an Island of Nevis Limited Liability Company, (hereinafter referred to as "CG") and Mirage Computers, Inc., a Nevada corporation, (hereinafter referred to as "Mirage"). RECITALS WHEREAS, CG currently holds 3,500,000 shares of Mirage Computers, Inc. common stock ("Common Stock") which it purchased from two of Mirage's major stockholders pursuant to certain stock purchase agreements (the "Stock Purchase Agreements"), a copy of each agreement is attached hereto as Exhibits A and B. WHEREAS, the Common Stock is subject to a certain Lock-Up Agreement dated October 25, 1999 (the "Lock-Up Agreement"), a copy of which is attached hereto as Exhibit C; and WHEREAS,

Mega Micro Technologies Group – ARTICLES OF INCORPORATION (April 6th, 2001)

AMENDED AND RESTATED ARTICLES OF INCORPORATION OF MIRAGE COMPUTERS, INC. We the undersigned President and Secretary of MIRAGE COMPUTERS, INC. do hereby certify: That the Board of Directors of said Corporation, at a meeting duly convened and held on the 5th day of August, 1999, adopted a resolution to amend and restate the original Articles as follows: Article I - NAME The exact name of this corporation is: MIRAGE COMPUTERS, INC. Article II - REGISTERED OFFICE AND RESIDENT AGENT The registered office and place of business in the State of Nevada of this corporation shall be located at 1850 E. Flamingo Road, Suite 111, Las Vegas, Nevada 89119. The resident agent of the corporation is DONALD J. STOECKLEIN, whose address is 1850 E. Flamingo Road, Suite 111, Las Vegas, Nevada 89119. Article III - DURATIO

Mega Micro Technologies Group – Company Press Release (February 23rd, 2001)

Company Press Release MEGA MICRO TECHNOLOGIES GROUP ANNOUNCES CONVERSION OF NOTE. LAS VEGAS, NV-(BUSINESS WIRE)-February 22, 2001-Mega Micro Technologies Group (OTC:BB "MGGA") announced today that a major creditor has agreed to convert its $200,000 note, plus $23,222.48 in interest into MGGA common stock at a per share price of $0.50. Thomas Embrogno, President and COO of MGGA, stated, "this conversion could not come at a better time. We are extremely thankful for the support and confidence we have received from our creditors and stockholders. The particular creditor is a very sophisticated private investor and this show of confidence in our plan of business and management team is extremely positive for the company." In addition, MGGA has withdrawn a previous S-8 filing, whereby shares of common stock issued to a consultant and several officers were registered for resale. "In light of our inability to rely on our previous auditor's repor

Mega Micro Technologies Group – Company Press Release (February 15th, 2001)

Company Press Release MEGA MICRO TECHNOLOGIES GROUP -------- LAS VEGAS, NV-(BUSINESS WIRE)-February 14, 2001-Mega Micro Technologies Group (OTC:BB "MGGA") announced that during the audit process for year 2000, management determined a deficiency in the previous auditor's qualifications to certify the 1999 audit. This deficiency may impact the reliability of the audit, thus requiring a re-audit of fiscal 1999. Weaver & Martin, MGGA's current auditor for fiscal 2000, agreed to issue an engagement letter for purposes of auditing fiscal 1999. The Company anticipates that it may not qualify for the OTC:BB eligibility requirements prior to completion of the additional audit period referenced above. Immediately after determining the necessity for the re-audit and initiating calls to the SEC and NASD, management suggests that until such time as a new audit report is filed, investors should not make investment decisions based on the prior audit. Thomas Embrog

Mega Micro Technologies Group – Company Press Release (January 19th, 2001)

Company Press Release MEGA MICRO TECHNOLOGIES RETAINS NEW AUDITOR LAS VEGAS, NV-(BUSINESS WIRE)-January 19, 2001-Mega Micro Technologies Group (OTC:BB "MGGA") announced that it has engaged Weaver & Martin to audit its 2000 fiscal year financial statements. There were no disagreements between MGGA and its previous auditor, Braverman & Co., on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. In addition, MGGA's Board of Directors has approved an option re-pricing program. Under the program, all currently issued stock options (covering approximately 1 million shares of MGGA's common stock) will be re-priced at $0.50 per share. "I believe it is in the best interest of stockholders that we retain key management, directors and employees in order to further our ability to effectively provide business process automation solutions," said Thomas Embrogno, President and COO of MGGA. About Mega Micro Since 1991, MGGA has provid

Mega Micro Technologies Group – CERTIFICATE OF MERGER (May 1st, 2000)

CERTIFICATE OF MERGER OF MEGA MICRO TECHNOLOGIES GROUP a Nevada corporation and TOURPRO GOLF, INC. a Nevada corporation The undersigned corporations, MEGA MICRO TECHNOLOGIES GROUP, a Nevada corporation ("MMTG"), and TOURPRO GOLF, INC., a Nevada corporation ("TPG"), do hereby certify: 1. MMTG is a corporation duly organized and validly existing under the laws of the State of Nevada. Articles of Incorporation were originally filed on August 26, 1998. 2. TPG is a corporation duly organized and validly existing under the laws of the State of Nevada. Articles of Incorporation were originally filed on December 9, 1998. 3. MMTG and TPG are parties to a Merger Agreement, as amended, pursuant to which TPG will be merged with and into MMTG. Upon completion of t

Mega Micro Technologies Group – ACQUISITION AGREEMENT AND PLAN OF MERGER (May 1st, 2000)

ACQUISITION AGREEMENT AND PLAN OF MERGER DATED AS OF APRIL 27, 2000 BETWEEN MEGA MICRO TECHNOLOGIES GROUP AND TOURPRO GOLF, INC. TABLE OF CONTENTS ARTICLE 1. The Merger 4 Section 1.1. The Merger 4 Section 1.2. Effective Time 4 Section 1.3. Closing of the Merger 4 Section 1.4. Effects of the Merger 4 Section 1.5. Board of Directors and Officers of MGGA 4 Section 1.6. Conversion of Shares 5 Section 1.7. Exchange of Certificates 5 Section 1.8. Taking of Necessary Action; Further Action 6 ARTICLE 2. Representations and Warranties of MGGA 6