FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
JUNE 10, 1998
No. C12528-98
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/s/ Dean Heller
Dean Heller, Secretary of State
ARTICLES OF MERGER
OF
POLO EQUITIES, INC.
(A Florida Corporation)
INTO
POLO EQUITIES, INC.
(A Nevada Corporation)
The Undersigned, being sole Director of Polo Equities, Inc., a Florida
corporation, and the sole officer and director of Polo Equities, Inc., a Nevada
corporation, hereby certify as follows:
1. A merger for the purpose of changing domicile has been approved by
the board of directors of Polo Equities, Inc., an Florida corporation, and Polo
Equities, Inc., a Nevada corporation.
2. Shareholders owning 12,000,000 of the shares of common stock of Polo
Equities, Inc., an Florida corporation, which number of shares is a majority of
the 15,000,000 shares outstanding, voted in favor of such merger on May 22,
1998. The sole shareholder of Polo Equities, Inc., a Nevada corporation, voted
for such plan of merger on May 22, 1998.
3. A Notice, including a summary of the merger, was mailed to all
shareholders of the Nevada Corporation on or about May 11, 1998.
4. Polo Equities, Inc., a Nevada corporation, hereby agrees that it
will promptly pay to the dissenting shareholders, if any, of Polo Equities,
Inc., a Florida corporation, the amount, if any, to which they shall be entitled
under the provisions of the Florida Corporation Statutes with respect to the
rights of dissenting shareholders.
Effective the 28th day of May, 1998.
By: /s/ Justeene Blankenship By: /s/ Justeene Blankenship
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Justeene Blankenship Justeene Blankenship
President / Secretary President / Secretary
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State of Utah )
)ss
County of Salt Lake )
On the 8th day of June, before me, a Notary Public, personally appeared
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Justeene Blankenship, and executed on this date the foregoing instrument for the
purposes therein contained, by signing on behalf of the above named corporations
as a duly authorized director and officer.
IN WITNESS HEREOF, I have hereunto set my hand and official seal.
/s/ Jennifer Ngo
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Notary Public
Residing at: Salt Lake City
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My Commission Expires:
[Notary Public Seal]
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NOTICE OF A SPECIAL MEETING
OF THE SHAREHOLDERS OF
POLO EQUITIES, INC.
The Board of Directors of Polo Equities, Inc., a Florida corporation ("the
Company"), hereby give notice that a special meeting of the shareholders of
record, as of May 11, 1998, is called and will be held on May 22, 1998 at 9:00
a.m. at 4505 South Wasatch Blvd., Suite 330, Salt Lake City, Utah 84124.
The purpose of the meeting is to authorize the Board of Directors to 1)
amend the Articles of Incorporation to change the name to Hybrid Fuels, Inc. 2)
change the Company's domicile from Florida to Nevada, and any other maters which
properly come before the shareholders.
PLAN OF MERGER: The Company will form a Nevada subsidiary to
effectuate a change of corporate domicile. The shareholders shall receive
one share of the Nevada corporation for each share of the Company.
Any shareholders who will be voting through a proxy, must have the person
representing them at the meeting present a copy of a signed and dated proxy
statement when they arrive at the meeting.
Your proxy is mot being solicited by the Board of Directors.
Dated this 11th day of May, 1998.
By Order Of:
The Board of Directors
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