CERTIFICATE OF MERGER
OF
MONEYZONE.COM, INC.
AND
QUICKTEST 5, INC.
It is hereby certified that:
1. The constituent business corporations participating in the merger
herein certified are:
(i) Moneyzone.com, Inc., which is incorporated under the laws of the
State of Delaware; and
(ii) Quicktest 5, Inc., which is incorporated under the laws of the State
of Delaware.
2. An Agreement of Merger has been approved, adopted, certified, executed,
and acknowledged by each of the aforesaid constituent corporations in
accordance with the provisions of subsection (c) of Section 251 of the
General Corporation Law of the State of Delaware.
3. The name of the surviving corporation in the merger herein certified
is QT 5, Inc., which will continue its existence as said surviving
corporation under the name QT 5, Inc. upon the effective date of said
merger pursuant to the provisions of the General Corporation Law of
the State of Delaware.
4. The Certificate of Incorporation of Moneyzone.com, Inc. is to be
amended and changed by reason of the merger herein certified by
striking out articles FIRST, and FOURTH (a) thereof, relating to the
name, the purposes, and the authorized capital stock of said surviving
corporation, and by substituting in lieu thereof the following articles:
"FIRST: The name of the corporation shall be QT 5, Inc."
"FOURTH: (a) The total number of shares of stock which the
Corporation shall have authority to issue is One
Hundred Million (100,000,000) shares of common stock,
par value $.15 per share (the "Common Stock").
and said Certificate of Incorporation as so amended and changed shall continue
to be the Certificate of Incorporation of said surviving corporation until
further amended and changed in accordance with the provisions of the General
Corporation Law of the State of Delaware.
5. The executed Agreement of Merger between the aforesaid constituent
corporations is on file at an office of the aforesaid surviving
corporation, the address of which is as follows:
5655 Lindero Canyon Road, Suite 120
Westlake Village, California 91362
6. A copy of the aforesaid Agreement will be furnished by the aforesaid
surviving corporation, on request, and without cost, to any stockholder
of each of the aforesaid constituent corporations.
7. The Merger between the aforesaid constituent corporations shall be
effective on _________, 2002.
Dated:
Moneyzone.com, Inc.
By:_________________________
John Iannetta, President
Dated:
Quick Test 5, Inc.
By:__________________________
