ARTICLES OF MERGER
OF
PACIFIC VISION GROUP, INC.,
A DELAWARE CORPORATION
WITH AND INTO
WINNERNET INDUSTRIES, INC.,
A NEVADA CORPORATION
(UNDER SECTION 92A.200 OF THE NEVADA REVISED STATUTES)
The undersigned corporations hereby adopt this Articles of Merger for the
purpose of merging Pacific Vision Group, Inc., a Delaware corporation (the
"Merging Corporation"), with and into Winnernet Industries, Inc., a Nevada
corporation (the "Surviving Corporation;" such transaction shall be referred to
herein as the "Merger"). The Merging Corporation and the Surviving Corporation
shall hereinafter be refuted to collectively as the "Constituent Corporations."
The Merging Corporation and the Surviving Corporation hereby certify that:
FIRST: The names of the Constituent Corporations and their respective states
of incorporation are:
State
Name of Corporation of Incorporation
------------------- ----------------
Pacific Vision Group, Inc. Delaware
Winnernet Industries, Inc. Nevada
SECOND: An Agreement and Plan of Merger, dated June 13, 2000 (the "Merger
Agreement"), by and between the Merging Corporation and the Surviving
Corporation has been adopted by each of such corporations in
accordance with the requirements of Section 92A.200 of the Nevada
Revised Statutes.
THIRD: The Merger Agreement was approved by the unanimous written consent of
the stockholders of the Constituent Corporations.
FOURTH: The name of the company surviving the Merger is Winnernet Industries,
Inc., which shall hereafter be changed to Pacific Vision Group, Inc.
FIFTH: The Articles of Incorporation of the Surviving Corporation will
continue in full force and effect and shall be amended as follows: the
name of the Surviving Corporation shall be changed to Pacific Vision
Group, Inc. with its principal place of business at 9540 Waples
Street, Suite E., San Diego, California 92121.
SIXTH: The Merger Agreement is on file with the Surviving Corporation in its
offices at 9540 Waples Street, Suite E, San Diego, California 92121.
SEVENTH: A copy of the Merger Agreement will be furnished by the Surviving
Corporation without cost, upon request by any stockholder of the
Constituent Corporations.
<PAGE>
IN WITNESS WHEREOF, the parties to the Merger Agreement have caused this
Articles of Merger to be executed as an act and deed by the Constituent
Corporations, under penalties of perjury, in their respective corporate names by
their duly authorized officers as of May 25, 2000.
PACIFIC VISION GROUP, INC.,
a Delaware corporation
By: /s/ Barry Chen
------------------------------------
Name: Barry Chen
Its: Chief Executive Officer
By: /s/ Joe Collins
Name: Joe Collins
Its: Secretary
The foregoing instrument was acknowledged before me this 25 day of May,
2000, by Barry Chen, Chief Executive Officer of Pacific Visions Group, Inc., a
Delaware corporation, for and on behalf of the corporation.
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Notary Public
My Commission Expires:
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<PAGE>
State of Arizona )
) ss.
County of Maricopa )
The foregoing instrument was acknowledged before me this 25 day of May,
2000, by Joe Collins, Secretary of Pacific Visions Group, Inc, a Delaware
corporation, for and on behalf of the corporation.
----------------------------------------
Notary Public
My Commission Expires:
-------------------------------
3
<PAGE>
WINNERNET INDUSTRIES, INC.,
a Nevada corporation
By: /s/ Mark Collantes
------------------------------------
Name: Mark Collantes
Its: President
By: /s/ Mark Collantes
------------------------------------
Name: Mark Collantes
Its: Secretary
State of Illinois )
) ss.
County of Cook )
The foregoing instrument was acknowledged before me this 15 day of June,
2000, by Mark Collantes, President of Winnernet Industries, Inc., a Nevada
corporation, for and on behalf of the corporation.
----------------------------------------
Notary Public
My Commission Expires:
-------------------------------
State of Illinois )
) ss.
County of Cook )
The foregoing instrument was acknowledged before me this 15 day of June,
2000, by Mark Collantes, Secretary of Winnernet Industries, Inc., a Nevada
corporation, for and on behalf of the corporation.
----------------------------------------
Notary Public
My Commission Expires:
-------------------------------
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