ARTICLES OF EXCHANGE
of
Elast Technologies, Inc.
and
PTS, Inc.
We, Xxxxxxx Xxxxxxxx, the President of Elast Technologies, Inc. and Xxxxxx
Xxxxxxx, the Secretary of Elast Technologies, Inc.; and Xxxxx Xxxx, the
President of PTS, Inc., and Xxxxx Xxxx, the Secretary of PTS, Inc., hereby
certify:
1. An Acquisition Agreement was adopted by the Boards of Directors
of both of the constituent corporations in meetings held on June
11, 2001. A copy of this executed Acquisition Agreement, which
contains the plan of Acquisition, is on file at Elast
Technologies, Inc.'s attorney's office in Nevada.
2. The constituent entities are Elast Technologies, Inc. and PTS,
Inc., both of which are Nevada corporations. Elast Technologies,
Inc. shall be the surviving company, with PTS, Inc. being the
acquired company.
3. The shareholders of PTS, Inc. shall receive the aggregate of
9,000,000 shares of the common stock of Elast Technologies, Inc.
for each share of PTS, Inc. common stock that he or she holds.
4. Approval of the shareholders of Elast Technologies, Inc. was not
required pursuant to NRS 92A.120.
5. The Acquisition Agreement was approved by unanimous consent of
all of the shareholders of PTS, Inc.
6. Elast Technologies, Inc., the acquiring company, shall be the
surviving company.
7. The effective date of the Acquisition Agreement shall be upon the
date of filing this Articles of Exchange.
For Elast Technologies, Inc.
/s/ Xxxxxxx Xxxxxxxx /s Xxxxxx Xxxxxxx
Xxxxxxx Xxxxxxxx, President Xxxxxx Xxxxxxx, Secretary
State of Nevada ) State of Nevada )
)ss. )ss.
County of Xxxxx ) County of Xxxxx )
On , 2001, personally On , 2001, personally
appeared before me, a Notary public, appeared before me, a Notary public,
Xxxxxxx Xxxxxxxx, who acknowledged Xxxxxx Xxxxxxx, who acknowledged
that he is the President of Elast that he is the Secretary of Elast
Technologies, Inc. and that he Technologies, Inc. and that he
executed the above instrument in executed the above instrument in
that capacity. that capacity.
A Notary Public in and for said A Notary Public in and for said
County and State. County and State.
For PTS, Inc.
/s/ Xxxxx Xxxx /s Xxxxx Xxxx
Xxxxx Xxxx, President Xxxxx Xxxx, Secretary
State of Nevada ) State of Nevada )
)ss. )ss.
County of Xxxxx ) County of Xxxxx )
On , 2001, personally On , 2001, personally
appeared before me, a Notary appeared before me, a Notary
public, Xxxxx Xxxx who public, Xxxxx Xxxx who acknowledged
acknowledged that he is the that she is the Secretary of PTS,
President of PTS, Inc. and that he Inc. and that she executed the
executed the above instrument in above instrument in that capacity.
that capacity.
A Notary Public in and for said
A Notary Public in and for said County and State.
County and State.
