Stamped:
FILED C 7460-87
DEC 08 2000
IN THE OFFICE OF
/S/ DEAN HELLER
DEAN HELLER SECRETARY OF STATE
ARTICLES OF MERGER FOR
CORVALLIS, INC.,
A NEVADA CORPORATION
Pursuant to the provisions of Art. 5.04 of the Texas Business
Corporation Act, Corvallis, Inc., a Nevada corporation (the "Corporation"),
hereby adopts and files the following Articles of Merger as the surviving
corporation to the merger of USAOneStar.Net, Inc., a Texas corporation
("USAOneStar"), with and into the Corporation:
FIRST: The name and place of incorporation of each corporation
which is a party to this merger is as follows:
Name Place of Incorporation
------------- ----------------------
Corvallis, Inc. Nevada
USAOneStar.Net, Inc. Texas
SECOND: The plan of merger was duly authorized by all action
required by the laws under which the Corporation and USAOneStar are
incorporated or organized and by its constituent documents.
THIRD: The Agreement and Plan of Merger (the "Plan") governing the
merger between the Corporation and USAOneStar, has been adopted by the Board
of Directors of the Corporation and USAOneStar.
FOURTH: The approval of the shareholders of the Corporation and
USAOneStar was required to effectuate the merger. The number of shares of
stock outstanding in each of the corporations (and the number of votes
entitled to be cast) as of the date of the adoption of the Plan was as
follows:
Entity Type of Shares Number of Shares Outstanding
--------------- ---------------- ----------------------------
Corvallis, Inc. Common 1,505,000
USAOneStar.Net, Inc. Common 1,000,000
The number of shares of stock of each corporation which voted for
and against the Plan was as follows:
Entity Type of Shares For Against
----------- ---------------- ----------- ---------------
Corvallis, Inc. Common 834,345 0
USAOneStar.Net, Inc. Common 1,000,000 0
<PAGE>
FIFTH: The number of votes cast for the Plan by each voting group
entitled to vote was sufficient for approval of the merger by each such voting
group.
SIXTH: Pursuant to the provisions of Art. 5.01 B(5)D(1), of the
Texas Business Corporation Act, the Corporation's registered agent in the
State of Texas is the Secretary of State of the State of Texas, whose address
is PO Box 13697, Austin, Texas 78711-2697. The corporation hereby consents to
the service of process on it in accordance with the provisions of Art. 5.01
B(5)D(1) of the Texas Business Corporation Act.
SEVENTH: The complete executed Plan is on file at the registered
office and at the place of business of the Corporation, located at One
Executive Blvd., Suite LL1, Owensboro, Kentucky 42301 or other place of
business of the Corporation.
EIGHTH: A copy of the Plan will be furnished by the Corporation, on
request and without cost, to any shareholder of either corporation which is a
party to the merger.
NINTH: In accordance with Art. 5.04A (6) of the Texas Business
Corporation Act the articles of incorporation of the surviving corporation
shall be deemed to be amended to the extent, if any, that changes in its
articles of incorporation are stated in the plan of merger; the statements set
forth in the articles of incorporation of the surviving entity to this
reorganization shall be deemed to be the articles of incorporation of the new
corporation.
TENTH: The surviving entity agrees to be responsible for all
franchise taxes of USAOneStar.
ELEVENTH: The merger will be effective upon the filing of the
Articles of Merger.
DATED this 3rd day of January 2001.
CORVALLIS, INC., a Nevada corporation
/s/ Whitney O. Cluff
By_______________________________________
Whitney O. Cluff, President
/s/ John Papanikolas
By _______________________________________
John Papanikolas, Secretary/Treasurer
<PAGE>
Notary Stamp:
Notary Public
ANITA PATTERSON
525 South 300 East
Salt Lake City, Utah 84111
My Commission Expires
April 1, 2004
State of Utah
STATE OF UTAH )
: ss.
COUNTY OF SALT LAKE )
On the 3rd day of January, 2001, personally appeared before me
Whitney O. Cluff and John Papanikolas personally known to me or proved to me
on the basis of satisfactory evidence, and who, being by me duly sworn, did
say that they are the President and Secretary/Treasurer of Corvallis, Inc.,
and that said document was signed by them on behalf of said corporation by
authority of its bylaws, and said Whitney O. Cluff and John Panpanikolas
acknowledged to me that said corporation executed the same.
/s/ Anita Patterson
___________________________________________
NOTARY PUBLIC
USAONESTAR.NET, INC., a Texas corporation
/s/ Lowell G. Mims
By_______________________________________
Lowell G. Mims, President
/s/ Kelly Turner
By _______________________________________
Kelly Turner, Secretary/Treasurer
Notary Stamp:
Notary Public
ANITA PATTERSON
525 South 300 East
Salt Lake City, Utah 84111
My Commission Expires
April 1, 2004
State of Utah
STATE OF UTAH )
: ss.
COUNTY OF SALT LAKE )
On the 3rd day of January, 2001, personally appeared before me
Lowell G. Mims and Kelly Turner personally known to me or proved to me on the
basis of satisfactory evidence, and who, being by me duly sworn, did say that
they are the President and Secretary/Treasurer of USAOneStar.Net, Inc., and
that said document was signed by them on behalf of said corporation by
authority of its bylaws, and said Lowell G. Mims and Kelly Turner acknowledged
to me that said corporation executed the same.
/s/ Anita Patterson
________________________________
NOTARY PUBLIC
