EXHIBIT A

                                 PLAN OF MERGER

     THIS PLAN OF MERGER (this "Plan of Merger"),  dated as of December 9, 2003,
is between Queen City Mobile Homes, Inc., a South Dakota corporation, and Hinds,
Inc., a Wyoming corporation (collectively "Constituent Corporations").

     WHEREAS, Queen City Mobile Homes, Inc., the parent corporation, as owner of
90% of the issued and  outstanding  capital  (common)  stock of Hinds,  Inc.,  a
Wyoming Corporation,  and Hinds, Inc., as the subsidiary, have agreed by written
consent to the merger of Hinds,  Inc.  with and into  Queen City  Mobile  Homes,
Inc.; and

     WHEREAS,  the respective  Boards of Directors of the Constituent  Companies
have each approved the merger of Hinds,  Inc. into Queen City Mobile Homes, Inc.
in accordance with the Wyoming Statutes; and South Dakota Code.

     WHEREAS,  this Plan of Merger  shall be filed with  Articles of Merger with
the  Secretaries of State of Wyoming and South Dakota in order to consummate the
merger of Hinds, Inc. with and into Queen City Mobile Homes, Inc.; and

     WHEREAS,  the  Constituent  Companies  have agreed to execute and file this
Plan of Merger as provided under the Wyoming Statutes; and South Dakota Code.

     NOW,  THEREFORE,  in consideration of the premises and the mutual covenants
herein contained, Parent and the Company hereby agree as follows:

1.   The Merger.  At the Effective Time, in accordance with this Plan of Merger,
     and with and into Queen City Mobile Homes,  Inc., the separate existence of
     Hinds,  Inc. shall cease, and Queen City Mobile Homes,  Inc. shall continue
     as the surviving  corporation.  Queen City Mobile Homes, Inc.  sometimes is
     referred to as the "Surviving Corporation," hereinafter.

2.   Effect of the  Merger.  When the Merger has been  effected,  the  Surviving
     Corporation shall retain the name "Queen City Mobile Homes,  Inc.," and the
     Articles  of  Incorporation  in South  Dakota  shall  not be  amended.  The
     Surviving  Corporation  shall  thereupon  and  thereafter  possess  all the
     rights,  privileges,  powers  and  franchises  of a public  as well as of a
     private nature,  and be subject to all the  restrictions,  disabilities and
     duties  of each of the  Corporations;  and all and  singular,  the  rights,
     privileges,  powers and franchises of each of the Constituent  Corporations
     and all property,  real, personal and mixed, and all debts due to either of
     the Corporations on whatever  account,  as well for stock  subscriptions as
     all other things in action or belonging to each of such corporations  shall
     be  vested  in  the  Surviving  Corporation;   and  all  property,  rights,
     privileges,  powers and franchises,  and all and every other interest shall
     be thereafter as effectually  the property of the Surviving  Corporation as
     they were of the Constituent Corporations, and the title to any real estate
     vested by deed or otherwise, in any of such Constituent Corporations, shall
     not  revert or be in any way  impaired  by reason  of the  Merger;  but all
     rights  of  creditors  and  all  liens  upon  any  property  of any of said
     Constituent  Corporations  shall be  preserved  unimpaired,  and all debts,
     liabilities  and duties of the respective  Constituent  Corporations  shall
     thenceforth  attach  to the  Surviving  Corporation,  and  may be  enforced
     against it to the same extent as if said debts,  liabilities and duties had
     been incurred or contracted by it.
<PAGE>

3.   Consummation of the Merger.  The parties hereto will cause the Merger to be
     consummated  by filing with the  Secretaries  of State of Wyoming and South
     Dakota, Articles of Merger and this Plan of Merger in such form as required
     by, and executed in accordance with, the relevant provisions of the Wyoming
     Statutes  and  South  Dakota  Code  (the  time of  such  filing  being  the
     "Effective Time" and the date of such filing being the "Effective Date".)

4.   Articles of Incorporation:  Bylaws: Directors and Officers. The Articles of
     Incorporation  and Bylaws of the Surviving  Corporation  shall be identical
     with the Articles of  Incorporation  and Bylaws of Queen City Mobile Homes,
     Inc. as in effect  immediately prior to the Effective Time until thereafter
     amended as provided herein and under South Dakota Code.

5.   Conversion of Securities. At the Effective Time, by virtue of the Merger:



     a) There will be a conversion  of shares of Hinds,  Inc. into common shares
of Queen City Mobile Homes, Inc. on a one for one basis.

     b) Each Share which is held in the treasury of the either  company or which
is owned by any direct or indirect  subsidiary  of the either  company  shall be
canceled and retired, and no payment shall be made with respect thereto.

     c) Each  outstanding or authorized  subscription,  option,  warrant,  call,
right (including any preemptive  right),  commitment,  or other agreement of any
character whatsoever which obligates or may obligate the Parent to issue or sell
any additional shares of its capital stock or any securities convertible into or
evidencing  the  right to  subscribe  for any  shares  of its  capital  stock or
securities  convertible  into or  exchangeable  for such shares,  if any,  shall
remain unchanged and is specifically assumed by the surviving corporation.

     d) No Fractional  Shares and no  certificates  or scrip  representing  such
fractional Merger Shares, shall be issued.

6.   Taking of Necessary Action: Further Action. Each of Parent, and the Company
     shall  use all  reasonable  efforts  to take  all  such  actions  as may be
     necessary or  appropriate  in order to effectuate  the Merger under Wyoming
     Statutes and South Dakota Code or federal law as promptly as possible.  If,
     at any time after the Effective  Time,  any further  action is necessary or
     desirable  to  carry  out the  purposes  of the  Agreement  and to vest the
     Surviving  Corporation with full right, title and possession to all assets,
     property,  rights,  privileges,  powers  and  franchises  of  either of the
     Constituent  Corporations,  the  officers and  directors  of the  Surviving
     Corporation  are  fully  authorized  in the  name of their  corporation  or
     otherwise to take, and shall take, all such lawful and necessary action.
<PAGE>

     IN WITNESS  WHEREOF,  Queen City Mobile  Homes,  Inc. and Hinds,  Inc. have
caused this Plan of Merger to be executed as of the date first above written.

                          QUEEN CITY MOBILE HOMES, INC.
                          (a South Dakota Corporation)

                               By:Harlan A. Schmidt
                                    President


                                   HINDS, INC.
                             (a Wyoming corporation)


                               By:Philip G. Hinds
                                    President



State of South Dakota      )
                           ) ss.
County of Lawrence         )

         On this 9th day of December, 2003, before me, a Notary Public,
personally appeared Harlan A. Schmidt President of Queen City Mobile Homes,
Inc., and executed on this date the foregoing instrument for the purposes
therein contained, by signing on behalf of the above named corporation as a duly
authorized officer.

         IN WITTNESS WHEREOF, I have hereunto set my hand and official seal.

                                            ------------------------
                                            Notary Public
                  Residing at ________________________________

SEAL                                        My Commission Expires:


<PAGE>





State of Colorado )
                           ) ss.
County of Jefferson        )

         On this 10th day of December, 2003, before me, a Notary Public,
personally appeared Philip G. Hinds, President of Hinds, Inc., and executed on
this date the foregoing instrument for the purposes therein contained, by
signing on behalf of the above named corporation as a duly authorized officer.

         IN WITTNESS WHEREOF, I have hereunto set my hand and official seal.

                                            ------------------------
                                            Notary Public
                  Residing at ________________________________

SEAL                                        My Commission Expires: