EXHIBIT 3.4
As Filed with the Secretary of State
of the State of South Carolina
on November 27, 2002
STATE OF SOUTH CAROLINA
SECRETARY OF STATE
ARTICLES OF MERGER
OR SHARE EXCHANGE
TYPE OR PRINT CLEARLY IN BLACK INK
Pursuant to Section 33-11-105 of the 1976 South Carolina of Laws, as amended,
the undersigned as the surviving corporation in a merger or the acquiring
corporation in a share exchange, as the case may be, hereby submits the
following information:
1. The name of the surviving or acquiring corporation is: TriMedia
Entertainment Group, Inc.
2. Attached hereto and made a part hereof is a copy of the Plan of Merger or
Share Exchange (see Section 33-11-101 (merger), 33-11-102 (share exchange),
33-11-104 (merger of subsidiary into parent), 33-11-107 (merger or share
exchange with a foreign corporation), and 33-11-108 (merger of a parent
corporation into one of its subsidiaries) of the 1976 South Carolina Code
of Laws, as amended).
3. Complete the following information to the extent it is relevant with
respect to each corporation which is a party to the transaction:
(a) Name of the corporation: US Patriot, Inc.
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Complete either (1) or (2), whichever is applicable:
(1) [ ] Shareholder approval of the merger or stock exchange was not
required (See Sections 33-11-103(h), 33-11-104 (a), and
33-11-1008(a) of the 1976 South Carolina Code of Laws, as
amended).
(2) [x] The Plan of Merger or Share Exchange was duly approved by
shareholders of the corporation as follows:
Number of Number of Numbers of Votes Number of Undisputed
Voting Outstanding Votes Entitled Represented at Shares
Group Shares to be Cast the meeting For or Against
- ----- ----------- -------------- ---------------- --------------------
Common 25.999,000 25,999,000 25,392,000 25,392,000
Stock
Exhibit 3.4 - Page 1
NOTE: Pursuant to Section 33-11-105(a)(3)(ii) of the 1976 South Carolina Code of
Laws, as amended, the corporation can alternatively state the total number
of undisputed shares cast for the amendment by each voting group together
with a statement that the number cast for the amendment by each voting
group was sufficient for approval by that voting group.
(b) Name of the corporation: TriMedia Entertainment Group, Inc.
Complete either (1) or (2), whichever is applicable:
(1) [X] Shareholder approval of the merger or stock exchange was not
required (See Sections 33-11-103(h), 33-11-104 (a), and
33-11-1008(a) of the 1976 South Carolina Code of Laws, as
amended).
(2) [ ] The Plan of Merger or Share Exchange was duly approved by
shareholders of the corporation as follows:
Number of Number of Numbers of Votes Number of Undisputed
Voting Outstanding Votes Entitled Represented at Shares
Group Shares to be Cast the meeting For or Against
- ----- ----------- -------------- ---------------- --------------------
NOTE: Pursuant to Section 33-11-105(a)(3)(ii) of the 1976 South Carolina Code of
Laws, as amended, the corporation can alternatively state the total number
of undisputed shares cast for the amendment by each voting group together
with a statement that the number cast for the amendment by each voting
group was sufficient for approval by that voting group.
4. Unless a delayed date is specified, the effective date of this document
shall be the date it is accepted for filing by the Secretary of State (see
Section 33-11-230(b) of the 1976 South Carolina Code of Laws):
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Date: Nov. 22, 2002 TriMedia Entertainment Group, Inc.
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Name of the Surviving or Acquired Corporation
/s/ Christopher Schwartz
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Signature and Office
Christopher Schwartz, President
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Type or Print Name and Office
Exhibit 3.4 - Page 2