EXHIBIT 3.3
As Filed with the Secretary
of State of the State of Nevada
on October 30, 2000
ARTICLES OF MERGER
OF
PLANET ZANETT CORPORATE INCUBATOR, INC.
INTO
PZ ACQUISITION, INC.
FIRST: The name of the surviving entity is PZ Acquisition, Inc., and the
place of its organization is the jurisdiction of Delaware, the laws of which
permits this merger. The name and place of organization of the entity being
merged into the surviving entity is Planet Zanett Corporate Incubator, Inc.,
organized in the jurisdiction of Nevada, the laws of which permits this merger.
SECOND: An Agreement and Plan of Merger, dated May 4, 2000, amended
through August 24, 2000, was adopted by each entity that is a party to this
merger.
THIRD: The Agreement and Plan of Merger was adopted by unanimous consent
of the shareholders of each entity that is a party to this merger.
FOURTH: The Certificate of Incorporation of PZ Acquisition, Inc. shall be
amended by these Articles of Merger in the following manner:
The name of PZ Acquisition, Inc. shall be changed to:
Planet Zanett Corporate Incubator, Inc.
FIFTH: The complete executed Amended and Restated Agreement and Plan of
Merger is on file at the place of business of the surviving entity located at
135 E. 57th Street, 15th Floor, New York, NY 10022 and a copy of the plan will
be furnished by the surviving entity, on request and without cost to any owner
of any entity which is a party to this merger.
SIXTH: All entities party to this merger have complied with laws of their
respective jurisdiction of organization concerning this merger.
SEVENTH: The surviving entity designates the following address as the
address to which the Nevada Secretary of State is to mail any process served on
him or her against the surviving entity: 135 E. 57th Street, 15th Floor, New
York, NY 10022
EIGHTH: This merger shall be effective on October 30, 2000.
Planet Zanett Corporate Incubator, Inc.
/s/ Claudio Guazzoni
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Claudio Guazzoni
President and Secretary
