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EXHIBIT 3.4
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ARTICLES OF MERGER
OF
FOREIGN AND DOMESTIC CORPORATIONS
Pursuant to the provisions of Section 607.1109 of the Florida General
Corporation Act, the undersigned domestic and foreign corporations adopt the
following Articles of Merger for the purpose of merging one of such corporations
into the other of such corporations.
1. The names of the undersigned corporations and the states under the laws
of which they are respectively organized are:
Name of Corporation State of Incorporation
Triton Asset Management, Inc. Florida
Triton Acquisition Corporation Nevada
2. The laws of the state under which such foreign corporation is organized
permit such merger.
3. The name of the surviving corporation is Triton Acquisition Corporation,
a Nevada corporation, and it is to be governed by the laws of the State of
Nevada. Its registered office is located at 502 East John Street, Carson City,
Nevada 89706.
4. The Agreement of Merger and Plan of Merger and Reorganization, which was
approved by the shareholders of the undersigned domestic corporation in the
manner prescribed by the provisions contained in Section 607.1101 - .1107 of the
Florida General Corporation Act and approved by the undersigned foreign
corporation in the manner prescribed by the laws of the State of Nevada under
which it is organized, is set forth in Exhibit "A" attached hereto and
incorporated herein by this reference.
5. As to each of the undersigned corporations, the number of shares
outstanding and the designation and number of outstanding shares of each class
entitled to vote as a class on such Agreement of Merger and Plan of Merger and
Reorganization
are as follows:
Number of Common
Name of Corporation Shares Outstanding
Triton Asset Management, Inc. 7,950,000
Triton Acquisition Corporation 1,000
None of the shares of a class of the domestic or foreign corporation was
entitled to vote as a class.
6. As to each of the undersigned corporations, the total number of shares
voted for and against such Agreement of Merger and Plan of Merger and
Reorganization, respectively, is as follows:
Number of Shares
Name of Corporation Total Voted For Total Voted Against
Triton Asset Management, Inc. 7,703,510 -0-
Triton Acquisition Corporation 1,000 -0-
7. Triton Acquisition Corporation, a Nevada corporation, the surviving
corporation, hereby: (a) agrees that it may be served with process in the State
of Florida in any proceeding for the enforcement of any obligation of the
undersigned domestic corporation and in any proceeding for the enforcement of
the rights of a dissenting shareholder of such domestic corporation against the
surviving corporation; (b) irrevocably appoints the Secretary of State of
Florida as its agent to accept service of process in any proceedings; and (c)
agrees that it will promptly pay to the dissenting shareholders of such domestic
corporation the amount, if any, to which they shall be entitled under the
provisions of the Florida General Corporation Act with respect to the rights of
dissenting shareholders.
Dated: December 26, 1998.
TRITON ACQUISITION CORPORATION
(a Nevada corporation)
By: /s/ Glenn A. Little
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Glenn A. Little
President
By: /s/
Assistant Secretary
TRITON ASSET MANAGEMENT, INC.
(a Florida corporation)
By: /s/ Glenn A. Little
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Glenn A. Little
President
By: /s/
Assistant Secretary
STATE OF TEXAS )
COUNTY OF MIDLAND )
The undersigned notary public does hereby certify that on this 26th day of
December, 1998, personally appeared before me Glenn A. Little, who, being by me
first duly sworn, declared that he is the President of Triton Asset Management,
Inc., a Florida corporation, and President of Triton Acquisition Corporation, a
Nevada corporation, that he signed the foregoing document as President of each
of such corporations and that the statements therein contained are true.
/s/
Notary Public
STATE OF TEXAS )
COUNTY OF MIDLAND )
The undersigned notary public does hereby certify that on this 26th day of
December, 1998, personally appeared before me, who, being by me first duly
sworn, declared that he/she is the Assistant Secretary of Triton Asset
Management, Inc., a Florida corporation, and Assistant Secretary of Triton
Acquisition Corporation, a Nevada corporation, that he signed the foregoing
document as Assistant Secretary of each of such corporations and that the
statements therein contained are true.
/s/
Notary Public