ARTICLES OF MERGER
OF
S.D.E. HOLDINGS 1, INC.
(A Nevada corporation)
and
DNA Print genomics, Inc.
(A Utah corporation)
The Undersigned, being President of DNA Print genomics, Inc., a Utah
corporation (Parent), and the President of S.D.E. Holdings 1, Inc., a Nevada
corporation (subsidiary) (collectively "the constituent entities"), hereby
certify as follows:
1. Pursuant to NRS 92A.180(a), a Plan of Merger has been approved by the board
of directors of DNA genomics, Inc., a Utah corporation, and S.D.E. Holdings
1, Inc., a Nevada corporation.
2. The approval of shareholders of the Constituent Entities of DNA Print
genomics, Inc. and S.D.E. Holdings 1, Inc. is not required under NRS
92A.180(1) or Utah Statutes 16-10-a-1103(7) and 1104 for either company.
3. Pursuant to NRS 92A.180(1), DNA Print genomics, Inc., a Utah corporation,
parent corporation and owner of 100% of the issued and outstanding shares
of S.D.E. Holdings 1, Inc., a Nevada corporation subsidiary, has adopted a
Resolution to merge the subsidiary S.D.E. Holdings 1, Inc. into DNA Print
genomics, Inc.
4. No Notice is necessary under NRS 92A.180(3).
5. No share conversion will occur. All outstanding shares of DNA will remain
issued and outstanding without change. All shares of SDE are retired in the
merger.
6. Parent, DNA, owns 100% of the issued and outstanding stock of subsidiary
SDE, immediately prior to this merger.
7. The complete and executed Plan of Merger is on file at the Registered
Offices of the corporation at ___________________________________________.
8. The effective date hereof complies with Utah Statutes.
9. There are no amendments to the Articles of Incorporation of Parent, DNA.
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This merger is pursuant to Utah Statutes 16-10 a-1104.
Effective this 13th day of October, 2000.
DNA Print Genomics, Inc. S.D.E. Holdings 1, Inc.
a Utah corporation a Nevada corporation
By:/s/Carl L. Smith By:/s/Carl L. Smith
Carl L. Smith, President/Secy Carl L. Smith, President/Secy
(Printed Name) (Printed Name)
State of ______________________________ )
)ss.
County of ____________________________ )
On this ____ day of _______________, 2000, before me, a Notary Public,
personally appeared ________________________, President of DNA Print Genomics,
Inc. and executed on this date the foregoing instrument for the purposes therein
contained, by signing on behalf of the above named corporation as a duly
authorized director and officer.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal.
------------------------------
Notary Public
Residing at __________________
SEAL
My Commission Expires:
------------------------
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State of ___________________________ )
)ss.
County of _________________________ )
On this ____ day of __________________, 2000, before me, a Notary Public,
personally appeared ________________________, President of S.D.E. Holdings 1,
Inc. and executed on this date the foregoing instrument for the purposes therein
contained, by signing on behalf of the above named corporation as a duly
authorized director and officer.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal.
------------------------------
Notary Public
Residing at ________________________
SEAL
My Commission Expires:
------------------------
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