CERTIFICATE OF MERGER
OF
BOPPERS HOLDINGS, INC.
an Nevada corporation
and
PLAINVIEW LABORATORIES, INC.
a Nevada corporation
The undersigned corporations, BOPPERS HOLDINGS, INC., an Nevada
corporation ("BOP"), and PLAINVIEW LABORATORIES, INC., a Nevada
corporation ("PNL"), do hereby certify:
1. PNL is a corporation duly organized and validly existing under the
laws of the State of Nevada. Articles of Incorporation were originally filed
on December 31, 1999.
2. BOP is a corporation duly organized and validly existing under
the laws of the State of Nevada. Articles of Incorporation were
originally filed on July 15, 1997.
3. PNL and BOP are parties to a Merger Agreement, pursuant to which
PNL will be merged with and into BOP. Upon completion of the merger BOP will
be the surviving corporation in the merger and PNL will be dissolved.
Pursuant to the Merger Agreement the stockholders of PNL will receive stock
in BOP. For purposes of process of service, the address of BOP is 1801 East
Tropicana, Suite 9, Las Vegas, NV 89119.
4. The Articles of Incorporation and Bylaws of BOP 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.
5. The complete executed Agreement and Plan of Merger dated as of
August 30, 2000, which sets forth the plan of merger providing for the
merger of PNL with and into BOP is on file at the corporate offices of BOP.
6. A copy of the Merger Agreement will be furnished by BOP 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 PNL at a
meeting held August 20, 2000.
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8. PNL has 1,000,000 shares of common stock issued, outstanding
and entitled to vote on the merger. At a meeting of the Shareholders of PNL
held August 15, 2000 all 1,000,000 shares voted in favor of the merger.
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 BOP at a
meeting held August 15, 2000.
10. BOP has 562,475 shares of common stock issued, outstanding
and entitled to vote on the merger. At a meeting of the Shareholders, of
BOP, held on August 15, 2000, representing 97 percent of all the outstanding
shares of BOP, 545,600 shares voted in favor of the merger.
11. 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 BOP at a
meeting held August 15, 2000.
12. The manner in which the exchange of issued shares of PNL 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 30th day of August, 2000.
BOPPERS HOLDINGS, INC. PLAINVIEW LABORATORIES, INC.
a Nevada corporation a Nevada corporation
By /s/ T. J. Jesky By /s/ Juliann DeStefano
----------------------- ---------------------------
T. J. JESKY, President JULIAN DESTEFANO, President
By /s/ Skyelan Rose By /s/ Juliann DeStefano
----------------------- ----------------------------
SKYELAN ROSE, Secretary JULIANN DESTEFANO, Secretary
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STATE OF NEVADA )
) SS:
COUNTY OF CLARK )
On August 30, 2000 before me, a Notary Public, personally appeared
T. J. JESKY who is the President of BOPPERS HOLDINGS, 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 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/ Ruth S. Kizer
________________________________
Notary Public
State of Nevada
County of Clark
Ruth S. Kizer
Appt. No. 84-0963-1
My Appt. Expires July 10, 2002
STATE OF MARYLAND )
) SS:
COUNTY OF MONTGOMERY )
On August 16, 2000 before me, a Notary Public, personally appeared
JULIANN DESTEFNO who is the President and Secretary of PLAINVIEW LABORATORIES,
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 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/ Mary B. Garrett
________________________________
Notary Public - Mary B. Garrett
My Commission expires
Nov. 1, 2000
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