ARTICLES OF MERGER
OF
AGTSPORTS, INC.
A Colorado corporation
INTO
AGTSPORTS, INC.
A Nevada corporation as the surviving
Corporation, pursuant to Section 78.475 et Seq.,
Of the Nevada Revised Statutes
Articles of Merger made this 3rd day of September, 2003 by AGTSports, Inc.,
a Colorado corporation herein after called the "Parent Company" or "Parent
Company, 7225 E. Quincy Avenue, Suite 550, Denver, CO 80237 and AGTSports, Inc.
a Nevada corporation, herein after called the "Subsidiary Company" or the
"Subsidiary Company", 7225 E. Quincy Avenue, Suite 550, Denver, CO 80237, the
two corporations being herein after sometimes called the Constituent Companies.
WHEREAS, the Board of Directors of each of the Constituent Companies deem
it advisable and generally to the welfare of the Constituent Companies that the
Parent Company merge with and into the Subsidiary Company under and pursuant to
the provisions of the Colorado Corporations Code and Section 78.475 of the
Nevada Revised Statues and in accordance with Section 368(a)(1)(f) of the
Internal Revenue Code of 1986 as amended in order to change the domicile of the
Parent Company to the State of Nevada; and
WHEREAS, the Parent Company, being a corporation duly organized under the
laws of the State of Colorado, having been incorporated January 6, 1986, has
authorized capital stock consisting of 50,000,000 shares of Common Stock at .001
par value and 5,000,000 shares of preferred stock at .0001 par value each share.
As of the date of the merger, there are 49,848,919 shares outstanding of Common
Stock, and 1,998,395 shares of preferred stock outstanding.
WHEREAS, the Subsidiary Company is a corporation duly organized under the
laws of the State of Nevada having been incorporated July 16, 2003, has
authorized capital stock consisting of 50,000,000 shares of Common Stock $.001
par value each, of which one (1) share is issued and outstanding and are held by
the Parent Company, 5,000,000 are shares of Preferred Stock with .001 par value,
of which no shares are issued or outstanding; and
WHEREAS, the laws of the States of Colorado and Nevada permit such a
merger, and the Constituent Companies desire to merge under and pursuant to the
provisions of the laws of their respective states; and
WHEREAS, the Parent Company's Board of Directors and Shareholders have duly
approved a merger of the Parent Company into the Subsidiary Company;
NOW THEREFORE, in consideration of the premises and of the mutual
agreements and covenants herein contained, and of the mutual benefits hereby
provided, it is agreed by and between the parties hereto as follows:
1. MERGER: The Parent Company shall be and hereby is merged into the
Subsidiary Company. Immediately prior to the merger, the Parent Company owned
one hundred percent of the outstanding shares of each class of the subsidiary.
2. EFFECTIVE DATE: This Plan of Reorganization and Merger shall become
effective immediately upon filing in the office of the Nevada Secretary of
State's Office, the time of such effectiveness being herein after called the
"Effective Date." The effective date of the merger shall be September 3, 2003
and complies with Section 7-111-104 of the Colorado Business Corporations
Statute.
(a) For all purposes of the laws of the State of Colorado, this Plan of
Reorganization and Merger and the merger herein provided for shall become
effective and the separate existence of the Colorado Corporation, except
insofar as it may be continued by statute, shall cease on the Effective
Date.
(b) For all purposes of the laws of the State of Nevada, this Plan of
Reorganization and Merger and the merger herein provided for shall become
effective and the separate existences of the Parent Company except insofar
as they may be continued by statute, shall cease on the date; this Plan of
Reorganization and Merger shall have been recorded in the office of the
Secretary of State of the State of Nevada.
(c) The corporate identity, existences, purposes, powers, objects, franchises,
rights and immunities of the Parent Company shall be continued in and
merged into the Subsidiary Company, the Surviving Company, and shall be
fully vested therewith.
(d) On the Effective Date the Constituent Companies shall so become a single
corporation.
3. SURVIVING CORPORATION: The Subsidiary Company shall survive the merger
herein contemplated and shall continue to be governed by the laws of the State
of Nevada and the separate corporation existence of the Parent Company shall
cease forthwith upon the Effective Date, provided however, that the Subsidiary
Company may be served with process in the State of Colorado in any proceeding
for the enforcement of the rights of a dissenting shareholder of the Parent
Company against the Subsidiary Company.
4. ARTICLES OF INCORPORATION: The Articles of Incorporation of the
Subsidiary Company as presently exist shall be the Articles of Incorporation of
the Surviving Company at the Effective Date.
5. BYLAWS: The By-Laws of the Subsidiary Company as presently exist shall
be the By-Laws of the Surviving Company on the Effective Date.
6. BOARD OF DIRECTORS AND OFFICERS: The members of the board of directors
and officers of the Surviving Company immediately after the Effective Date of
the merger shall be those persons who were the members of the board of directors
and the officers, respectively, of the Colorado Company immediately prior to the
Effective Date of the merger, and such persons shall serve in such offices,
respectively, for the terms provided by law or in the By-Laws, or until their
respective successors are elected and qualified.
7. AUTHORITY TO CONDUCT BUSINESS: The Subsidiary Company represents that it
has not filed an application for authority to do business in Colorado. The
Surviving Company will conduct no such business in Colorado without filing and
having such application approved. The Surviving Company will file its
application for authority to conduct business in any States it plans to do
business in immediately upon completion of the Merger.
8. CONVERSION OF SHARES: The manner of converting shares of the Parent
Company into shares of the Surviving Company shall be as follows:
(a) Immediately upon the Effective Date of Merger, each share of the Parent
Company's outstanding common stock held by the public, without any action
on the part of the holder thereof, shall automatically become and be
converted into common stock of the Surviving Company at the rate of 1 share
of common stock of the Surviving Company for each one (1) shares of the
common stock of the Parent Company. All fractional shares resulting from
the exchange of common stock of the Parent Company for stock of the
Subsidiary Company shall be round up to a full share. Each outstanding
certificate representing shares of the common stock of the Parent Company
shall thereupon be deemed, for all corporate purposes, to evidence the
ownership of the number of fully paid, nonassessable shares of common stock
of the Subsidiary Company the "Surviving Company" into which such shares of
common stock of the Parent Company shall be so converted.
(b) Immediately upon the Effective Date of Merger, each outstanding share of
the Series 2000A preferred stock and Series 2003A preferred stock of the
Parent Company, without action on the part of the holder thereof, shall
automatically become and be converted into preferred stock of the Surviving
Company at the rate of one (1) share of preferred stock of the Surviving
Company for each one (1) share of the outstanding Series 2000A and Series
2003A preferred stock of the Parent Company, respectively. There are
1,998,395 shares of preferred stock of the Parent Company outstanding, of
which 1,498,395 shares are Series 2000A preferred stock and 500,000 shares
are Series 2003A preferred stock.
9. RIGHTS OF SHAREHOLDERS: After the Effective Date of Merger, any holder
of a certificate or certificates which theretofore represented shares of the
common or preferred stock of the Parent Company may, but shall not be required
to surrender the same to the Transfer Agent of the Surviving Corporation,
Corporate Stock Transfer, Inc., and shall thereupon be entitled to receive in
exchange therefore a certificate representing the number of shares of common or
preferred stock of the Surviving Corporation in the amount of shares as set
forth in section 8. herein above.
10. AUTHORIZATION: The parties hereto acknowledge and respectively
represent that this Merger Agreement is authorized by the laws of the respective
jurisdictions of the Constituent Companies and that the matter was approved at a
special shareholders meeting of the respective companies at which the
shareholders voted as follows:
TOTAL SHARES VOTED VOTED
NAME OF CORPORATION ENTITLED TO VOTE FOR AGAINST
------------------- ---------------- --- -------
The Parent Company 113,847,314 81,797,905 243,900
The Subsidiary Company 1 1 -
11. FURTHER ASSURANCES OF TITLE: As and when requested by the Surviving
Corporation or by its successors or assigns, the Parent Company will execute and
deliver or cause to be executed and delivered all such deeds and instruments and
will take or cause to be taken all such further action as the Surviving
Corporation may deem necessary or desirable in order to vest in and confirm to
the Surviving Corporation title to and possession of any property of any of the
Constituent Companies acquired by the Surviving Corporation by reason or as a
result of the merger herein provided for and otherwise to carry out the intent
and purposes hereof, and the officers and directors of the Parent Company and
the officers and directors of the Surviving Corporation are fully authorized in
the name of the respective Constituent Companies or otherwise to take any and
all such action.
12. SERVICE OF PROCESS ON SURVIVING CORPORATION: The Surviving Corporation
agrees that it may be served with process in the State of Colorado in any
proceeding for enforcement of any obligation of the Parent Company as well as
for the enforcement of any obligation of the Surviving Corporation arising from
the merger, including any suit or other proceeding to enforce the right of any
shareholder as determined in appraisal proceedings pursuant to the provisions of
the Business Corporations Act irrevocably appoints the Secretary of State of
Colorado as its agent to accept service of process in any suit or other
proceeding. Copies of such process shall be mailed to Surviving Company's
Resident Agent: Rita Dickson, 1161 Ambassador Dr., Reno, Nevada 89523 until
further notice.
13. SHAREHOLDERS RIGHT TO PAYMENT: The Surviving Corporation agrees that
subject to provisions of the Colorado Business Corporations Act of the State of
Colorado, it will pay to the shareholders of the Parent Company the amounts, if
any, to which such shareholders may be entitled under the provisions of the
above statutes of the laws of Colorado as the case may be.
14. ABANDONMENT: This Plan of Reorganization and Merger may be abandoned
(a) by either Constituent Corporation, acting by its Board of Directors, at any
time prior to its adoption by the shareholders of both Constituent Companies as
provided by law, or (b) by the mutual consent of the Constituent Companies,
acting each by its Board of Directors, at any time after such adoption by such
shareholders and prior to the Effective Date of the merger. In the event of
abandonment of the Plan of Reorganization and Merger pursuant to (a) above,
notice thereof shall be given by the Board of Directors of the Constituent
Company so terminating to the other Constituent Company, and thereupon, or
abandonment pursuant to (b) above, this Plan of Reorganization and Merger shall
become wholly void and of no effect and there shall be no further liability or
obligation hereunder on the part of either of the Constituent Companies or its
Board of Directors or Shareholders.
IN WITNESS WHEREOF, each of the corporate parties hereto pursuant to authority
duly granted by its Board of Directors, has caused this Plan of Reorganization
and Merger to be executed by its respective officers and its corporate seal
affixed thereto.
AGTSPORTS, INC. AGTSPORTS, INC.
A Colorado Corporation A Nevada corporation
By /s/ Cory J. Coppage By /s/ Cory J. Coppage
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Cory J. Coppage Cory J. Coppage
President President
STATE OF Sec.
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Sec.
COUNTY OF Sec.
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This instrument was acknowledged before me this 3rd day of
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September, 2003 by , as set forth under his respective
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signature.
Witness my hand and official seal.
/s/ Cory J. Coppage
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Signature