CERTIFICATE OF MERGER
OF
COPSIL CORPORATION
a Nevada corporation
and
COCHSTEDT INTERNATIONAL AIRPORT, INC.
a Nevada corporation
The undersigned corporations, COPSIL CORPORATION, a Nevada corporation
("CC"), and COCHSTEDT INTERNATIONAL AIRPORT, INC., a Nevada corporation
("CIA"), do hereby certify:
1. CC is a corporation duly organized and validly existing under the
laws of the State of Nevada. Articles of Incorporation were originally filed
on April 19, 1994.
2. CIA is a corporation duly organized and validly existing
under the laws of the State of Nevada. Articles of Incorporation were
originally filed on November 3, 1999.
3. CC and CIA are parties to a Merger Agreement, as amended, pursuant
to which CIA will be merged with and into CC. Upon completion of the merger
CC will be the surviving corporation in the merger and CIA will be dissolved.
Pursuant to the Merger Agreement the stockholders of CIA will receive stock
in CC.
4. The Articles of Incorporation and Bylaws of CC 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. The Articles of
Incorporation shall be amended to change the name and authorized common
shares and the Amendment to Articles of Incorporation will be filed
concurrent herewith.
5. The complete executed Agreement and Plan of Merger dated as of May
12, 2000, which sets forth the plan of merger providing for the merger of CIA
with and into CC is on file at the corporate offices of CC.
6. A copy of the Merger Agreement will be furnished by CC 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 CC at a
meeting held May 12, 2000.
8. CC has 10,000,000 shares of common stock issued, outstanding
and entitled to vote on the merger. By unanimous consent of the Stockholders
of CC, all 10,000,000 shares voted in favor of the merger.
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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 CIA at a
meeting held May 12, 2000.
10. CIA has 3,300,000 shares of common stock issued, outstanding and
entitled to vote on the merger. By Unanimous Consent of the Stockholders,
all 3,300,000 shares voted in favor of a merger.
11. The manner in which the exchange of issued shares of CC 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 13th day of April, 2000.
COPSIL CORPORATION COCHSTEDT INTERNATIONAL
a Nevada Corporation AIRPORT, INC.
a Nevada Corporation
By/s/ Debra Nicholson By/s/ Friedrich Gradl
DEBRA NICHOLSON, President FRIEDRICH GRADL, President
By/s/ Debra Nicholson By/s/ Norbert Doerr
DEBRA NICHOLSON, Secretary NORBERT DOERR, Secretary
STATE OF NEVADA )
) SS:
COUNTY OF CLARK )
On 5/13/00 before me, a Notary Public, personally appeared DEBRA
NICHOLSON who is the President and Secretary of COPSIL CORPORATION., 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
STATE OF Nevada )
) SS:
COUNTY OF Clark )
On 5/13/00 before me, a Notary Public, personally appeared FRIEDRICH
GRADL who is the President of COCHSTEDT INTERNATIONAL AIRPORT, 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/ Debra Amigone
________________________________
Notary Public
STATE OF Nevada )
) SS:
COUNTY OF Clark )
On 5/13/00 before me, a Notary Public, personally appeared NORBERT
DOERR who is the Secretary of COCHSTEDT INTERNATIONAL AIRPORT, 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/ Debra Amigone
________________________________
Notary Public
