ARTICLES OF MERGER
1. NAME AND JURISDICTION OF ORGANIZATION OF MERGING CONSTITUENT ENTITIES:
Idaho Technical, Inc. An Idaho Corporation
1408 Westwood Ct.
Sandpoint, Id. 83864
Idaho Technical, Inc. A Nevada Corporation
1408 Westwood Ct.
Sandpoint, Id. 83864
Surviving Entity:
Idaho Technical, Inc. A Nevada, Domestic, For Profit Corporation
1408 Westwood Ct.
Sandpoint, Id. 83864
Resident Agent:
Resident Agents of Nevada
711 S. Carson St.
Carson City, Nv. 89701
Submission Page 26 of 31
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2. A PLAN OF MERGER HAS BEEN FORMED AND ADOPTED BY EACH CONSTITUENT ENTITY.
PLEASE NOTE: COMPLETE EXECUTED PLAN OF MERGER IS ON FILE AT THE REGISTERED
OFFICE, IDAHO TECHNICAL, INC. 1408 WESTWOOD CT., SANDPOINT, ID. 83864,
PH. 208-263-8179, AND IS AVAILABLE ON REQUEST, WITHOUT COST TO ANY OWNER OR
ANY ENTITY WHICH IS A PARTY TO THE MERGER.
3. IDAHO TECHNICAL, INC. (AN IDAHO CORPORATION).
PLAN OF MERGER WAS ADOPTED BY A VOTE OF THE SHAREHOLDERS.
On January 7, 2000, a Special Meeting of the Board of Directors of Idaho
Technical, Inc., an Idaho Corporation, was held. One of the purposes of the
meeting was to discuss and vote upon a plan of merger with a newly formed
Nevada corporation. The sole purpose of the merger is to effect a change
of domicile for the corporation from the State of Idaho to the State of
Nevada.
The Board of Directors agreed upon the plan of merger subject to ratification
by the shareholders.
January 10, 2000, Notice of Special Meeting in Lieu of Annual Meeting of
Shareholders mailed to all shareholders.
January 24, 2000, Special Meeting in Lieu of Annual Meeting of Shareholders
held. Shareholders vote for plan of merger.
Shares entitled to vote 2,797,130
Shares voting for plan of merger 2,711,250 97. %
Shares voting against plan of merger 0 0.00 %
Shares not participating 85,880 0.03 %
4. IDAHO TECHNICAL, INC. (A NEVADA CORPORATION)
PLAN OF MERGER WAS ADOPTED BY UNANIMOUS CONSENT OF THE OWNERS.
Idaho Technical, Inc. (a Nevada Corporation) has only 1 Officer and Director,
David A. Miller, President / Director and no stockholders, please note that:
I, David A. Miller hereby approve the plan of merger as proposed.
/S/ David A. Miller
------------------------------------
David A. Miller, President/Director
Submission Page 27 of 31
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5. TERMS AND CONDITIONS OF THE MERGER:
The surviving entity, Idaho Technical, Inc. (a Nevada Corporation) will
acquire all outstanding owner's interests of Idaho Technical, Inc. (an Idaho
Corporation).
Each stockholder of Idaho Technical, Inc. (an Idaho Corporation) whose shares
were outstanding immediately before the effective date of the merger will
hold the same number of shares, with identical designations, preferences,
limitations and relative rights immediately after the merger.
The undersigned President of the Corporation hereby declares that the
foregoing Articles of Merger are true and correct to the best of his
knowledge and belief.
/s/ David A. Miller
--------------------------
David A. Miller, President
Idaho Technical, Inc.
STATE OF Idaho)
)ss: /s/ David A. Miller
COUNTY OF Bonner) -----------------------------
David A. Miller, Secretary
Idaho Technical, Inc.
On this 24 day of Jan., 2000, before me, the undersigned,
a Notary Public, in and for said State of Idaho, personally appeared
DAVID A. MILLER who first being duly sworn, did hereby affirm that he is the
President and the Secretary of Idaho Technical, Inc. a Nevada Corporation,
and that he did execute the foregoing Articles of Merger on behalf of said
Corporation.
/s/DeAnna Spurgeon
---------------------
NOTORY PUBLIC
Residing at: Sandpoint, Idaho
-----------------------
My Commission Expires: 7/30/2004
--------------
The undersigned President of the Corporation hereby declares that the
foregoing Articles of Merger are true and correct to the best of his knowledge
and belief.
Submission Page 28 of 31
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/s/Dale F. Miller
--------------------------
Dale F. Miller, President
Idaho Technical, Inc.
STATE OF Idaho)
)ss:
COUNTY OF Bonner) /s/ David A. Miller
---------------------------
David A. Miller, Secretary
Idaho Technical, Inc.
On this 24 day of Jan., 2000, before me, the undersigned, a Notary
Public, in and for said State of Idaho, personally appeared DALE F. MILLER
and DAVID A. MILLER who first being duly sworn, did hereby affirm that they
are the President and the Secretary of Idaho Technical, Inc., an Idaho
Corporation, and that they did execute the foregoing Articles of Merger on
behalf of said Corporation.
/s/DeAnna Spurgeon
---------------------
NOTORY PUBLIC
Residing at: Sandpoint, Idaho
-----------------------
My Commission Expires: 7/30/2004
-------------
STATE OF NEVADA
Secretary of State
I hereby certify that this is a
true and complete copy of
the document as filed in the
office.
JAN 25 '00
/s/Dean Heller
DEAN HELLER
Secretary of State
By Marylin
