CERTIFICATE OF MERGER
OF
DESERT HEALTH PRODUCTS, INC.
an Arizona corporation
and
INTERCONTINENTAL CAPITAL FUND, INC.
a Nevada corporation
The undersigned corporations, DESERT HEALTH PRODUCTS, INC., an Arizona
corporation ("DHP"), and INTERCONTINENTAL CAPITAL FUND, INC., a Nevada
corporation ("ICF"), do hereby certify:
1. ICF is a corporation duly organized and validly existing under the
laws of the State of Nevada. Articles of Incorporation were originally filed
on October 13, 1999.
2. DHP is a corporation duly organized and validly existing
under the laws of the State of Arizona. Articles of Incorporation were
originally filed on June 21, 1991.
3. ICF and DHP are parties to a Merger Agreement, pursuant to which
ICF will be merged with and into DHP. Upon completion of the merger DHP will
be the surviving corporation in the merger and ICF will be dissolved.
Pursuant to the Merger Agreement the stockholders of ICF will receive stock
in DHP. For purposes of process of service, the address of DHP is 8221 East
Evans Road, Scottsdale, Arizona 85260.
4. The Articles of Incorporation and Bylaws of DHP as existing prior
to the effective date of the merger shall continue in full force as the
Articles of Incorporation and Bylaws of the surviving corporation.
5. The complete executed Agreement and Plan of Merger dated as of
January 26, 2000, which sets forth the plan of merger providing for the
merger of ICF with and into DHP is on file at the corporate offices of DHP.
6. A copy of the Merger Agreement will be furnished by DHP on request
and without cost to any stockholder of any corporation which is a party to
the merger.
7. The plan of merger as set forth in the Agreement and Plan of
Merger, has been approved by a majority of the Board of Directors of ICF at a
meeting held January 26, 2000.
8. ICF has 5,000,000 shares of common stock issued, outstanding
and entitled to vote on the merger. At a meeting of the Shareholders of ICF
held January 26, 2000 all 5,000,000 shares voted in favor of the merger.
9. The plan of merger as set forth in the Agreement and Plan of
Merger, was approved by a majority of the Board of Directors of DHP at a
meeting held January 26, 2000.
10. Stockholder approval of the Agreement and Plan of Merger by the
Stockholders of DHP is not required pursuant to the provisions of Arizona
Revised Statutes, Section 10-1103(G).
11. The manner in which the exchange of issued shares of ICF shall be
affected is set forth in the Agreement and Plan of Merger.
IN WITNESS WHEREOF, the undersigned have executed these Certificate of
Merger this 8th day of February, 2000.
DESERT HEALTH PRODUCTS, INC. INTERCONTINENTAL CAPITAL FUND, INC.
a Arizona corporation a Nevada corporation
By/s/ Johnny Shannon By/s/ Anthony DeMint
JOHNNY SHANNON, President ANTHONY N. DeMINT, President
By/s/ Georgia Aadland By/s/ Anthony DeMint
GEORGIA AADLAND, Secretary ANTHONY N. DeMINT, Secretary
STATE OF ARIZONA )
) SS:
COUNTY OF Maricopa )
On 2-9-00 before me, a Notary Public, personally appeared JOHNNY
SHANNON who is the President of DESERT HEALTH PRODUCTS, INC., and who is
personally known to me (or proved to me on the basis of satisfactory
evidence) to be the person whose name is subscribed to the within instrument
and acknowledged to me that he executed the same in his authorized capacities
and that, by his signatures on the instrument, the person or the entity upon
behalf of which the person acted, executed the instrument.
WITNESS my hand and official seal.
/s/ Manett M. Hasanoff
________________________________
Notary Public
STATE OF ARIZONA )
) SS:
COUNTY OF Maricopa )
On 2-9-00 before me, a Notary Public, personally appeared GEORGIA
AADLAND who is the Secretary of DESERT HEALTH PRODUCTS, INC., and who is
personally known to me (or proved to me on the basis of satisfactory
evidence) to be the person whose name is subscribed to the within instrument
and acknowledged to me that she executed the same in her authorized
capacities and that, by her signatures on the instrument, the person or the
entity upon behalf of which the person acted, executed the instrument.
WITNESS my hand and official seal.
/s/ Manett M. Hasanoff
________________________________
Notary Public
STATE OF NEVADA )
) SS:
COUNTY OF CLARK )
On 2-9-00 before me, a Notary Public, personally appeared ANTHONY
N. DeMINT who is the President and Secretary of INTERCONTINENTAL CAPITAL
FUND, INC., and who is personally known to me (or proved to me on the basis
of satisfactory evidence) to be the person whose name is subscribed to the
within instrument and acknowledged to me that he executed the same in his
authorized capacities and that, by his signatures on the instrument, the
person or the entity upon behalf of which the person acted, executed the
instrument.
WITNESS my hand and official seal.
/s/ Debra Amigone
________________________________
Notary Public