ARTICLES OF MERGER
OF
IBONZAI.COM, INC. (Delaware Parent)
INTO
IBONZI.COM, INC. (Nevada Subsidiary)
The undersigned corporations, pursuant to the provisions of Chapter 92A of
the Nevada Revised Statutes hereby execute the following Articles of Merger:
FIRST: The name of the surviving corporation is IBONZI.COM, INC. (the
"Nevada Company"), and the place of its incorporation is the State of Nevada.
The name and place of incorporation of the corporation being merged into the
surviving corporation is IBONZAI.COM, INC. (the "Delaware Company"),
incorporated in the State of Delaware, the laws of which permit this merger. The
principal place of business of the Nevada Company is 435 East Universal Circle,
Sandy, Utah 84070 and the registered office is CT Corporation Trust Company,
6100 Neil Road Suite 500 Reno, Nevada, 89511 and the Delaware Company is 435
East Universal Circle, Sandy, Utah 84070 and the registered office is Corporate
Trust Center, 1209 Orange St., City of Wilmington, New Castle County, Delaware
19801.
SECOND: A plan of merger was adopted by the board of directors of each
corporation that is a party to this merger.
THIRD: The plan of merger was approved by the stockholder of the Nevada
Company by unanimous consent.
FOURTH: The plan of merger was submitted to the stockholders of the
Delaware Company. The designation, number of shares outstanding and entitled to
vote and undisputed votes for the plan by the stockholders of each class of
shares of IBONZAI (the Delaware Company) entitled to vote on the plan is as
follows:
Class Number of Outstanding Shares Undisputed Votes
for the Plan
Common 14,656,000 8,989,668
The number of votes cast for the plan by the owners of each class was
sufficient for approval by the owners of that class.
FIFTH: The Articles of Incorporation of the Nevada Company were not
amended.
SIXTH: The complete executed plan of merger is hereinafter set forth in its
entirety:
A. The corporations proposing to merge are IBONZAI..COM, INC. (the
"Delaware Company" or "Parent"), a Delaware corporation and IBONZI.COM, INC.
(the "Nevada Company" or "Subsidiary"), a Nevada corporation. The Utah Company,
or Parent, is the sole shareholder of the Nevada Company. The Nevada Company
shall be the surviving corporation of the merger.
B. Upon approval of this plan of merger by the shareholders of both the
Nevada Company and the Delaware Company, Articles of Merger shall be filed with
the Secretaries of State of Nevada and Delaware. Upon receipt and filing of said
Articles of Merger and the issuance of Certificates of Merger by said states,
the separate existence of the Parent shall cease; and Subsidiary, the Nevada
Company, shall succeed to all the rights and property of the Delaware Company
and shall be subject to all the debts and liabilities of the Delaware Company.
C. All shares of the Delaware Company shall be entitled to be exchanged for
shares of the Nevada Company at the rate of one Nevada Company common share for
each common share of the Delaware Company. No fractional shares of the Nevada
Company stock will be issued pursuant to this plan of merger. Instead any
fractional share otherwise issuable shall be rounded up or down to the nearest
whole number of shares. All shares of the Nevada Company stock outstanding prior
to the merger shall be canceled.
D. The Articles of Incorporation of the surviving corporation shall be the
Articles of Incorporation of the Nevada Company immediately prior to the
effective date of the merger without amendment or change.
SEVENTH: All corporations party to this merger have complied with laws of
their respective jurisdiction of incorporation concerning this merger.
EIGHTH: These Articles may be executed in multiple counterparts, each of
which shall be deemed an original and all of which taken together shall be but a
single instrument
IBONZAI.COM, INC.
(The Delaware Company)
/s/ Scott R. Hosking
By: Scott R. Hosking
Title: President and CEO
/s/ Dwight Williams
By: Dwight Williams
Title: Secretary
State of Utah ss.
ss.
County of Salt Lake ss.
On January 8, 2002 personally appeared before me, a Notary Public Scott
R. Hosking who acknowledged that he executed the above instrument as President
of Ibonzai.com, Inc. the Delaware Company.
/s/ Amanda Weaver
Signature of Notary
Printed Name: Amanda Weaver
Commission Expires: 12-1-04
State of Utah ss.
ss.
County of Salt Lake ss.
On January 8, 2002 personally appeared before me, a Notary Public Dwight
Williams, who acknowledged that he executed the above instrument as Secretary of
Ibonzai.com, Inc. the Delaware Company.
/s/ Amanda Weaver
Signature of Notary
Printed Name: Amanda Weaver
Commission Expires: 12-1-04
IBONZI.COM, INC.
(The Nevada Company)
/s/ Scott R. Hosking
By: Scott R. Hosking
Title: President
/s/ Dwight Williams
By: Dwight Williams
Title: Secretary
State of Utah ss.
ss.
County of Salt Lake ss.
On January 8, 2002, personally appeared before me, a Notary Public Scott
R. Hosking, who acknowledged that he executed the above instrument as
Ibonzi.com, Inc., the Nevada Company.
/s/ Amanda Weaver
Signature of Notary
Printed Name: Amanda Weaver
Commission Expires: 12-1-04
State of Utah ss.
ss.
County of Salt Lake ss.
On January 8, 2002, personally appeared before me, a Notary Public Dwight
Williams , who acknowledged that he executed the above instrument as Secretary
of Ibonzi.com, Inc., the Nevada Company.
/s/ Amanda Weaver
Signature of Notary
Printed Name: Amanda Weaver
Commission Expires: 12-1-04