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EXHIBIT 2.1
ARTICLES OF MERGER
Merging
HTTP TECHNOLOGY, INC.,
A Utah Corporation
With and Into
HTTP TECHNOLOGY, INC.,
A Delaware Corporation
Pursuant to Section 16-10a-1101 of the Revised
Business Corporation Act of the State of Utah
HTTP Technology, Inc., a Delaware corporation ("HTTP Delaware"), as the
surviving corporation, does hereby certify to the following facts relating to
the merger of HTTP Technology, Inc., a Utah corporation ("HTTP Utah") with and
into HTTP Delaware (the "Merger").
1. Attached hereto as Exhibit A is the Agreement and Plan of Merger,
dated November 17, 2000, by and between HTTP Delaware and HTTP Utah.
2. The Merger was approved by the written consent of the holders of
16,820,000 shares of HTTP Utah's Common Stock, par value $.001 per
share, which number of shares constituted a majority of the 23,106,573
shares of HTTP Utah outstanding on the date thereof.
3. The Merger was approved by the written consent of the sole
shareholder of HTTP Delaware's Common Stock, par value $.001 per share.
IN WITNESS WHEREOF, HTTP Technology, Inc. has caused this Certificate
of Merger to be executed in its corporate name this 19th day of December, 2000.
HTTP TECHNOLOGY, INC.,
A Delaware Corporation
By: /s/ STEFAN ALLESCH-TAYLOR
-----------------------------
Name: Stefan Allesch-Taylor
Title: President and CEO
