ARTICLES OF MERGER
ARTICLES OF MERGER (these "Articles") made and entered into as of April
6, 1999 by and between Valley Fish Products, Inc., a Nevada corporation
("Valley Fish") and IF&B Media Corporation, a California corporation
("IF&B Media"). These Articles are adopted pursuant to Section 92A.100
of the Nevada Revised Statutes, as amended, and Section 1100, as amended
by Ch. 7111, L. 1979 and Sec. 1108, as amended by Ch. 567, L. 1990 of
Division 1, Title 1, of the California Corporations Code, as amended.
All of such laws expressly permit the merger described herein; subject to
and pursuant to all of the terms and conditions as
set forth herein.
ARTICLE I
SURVIVOR CORPORATION
Valley Fish, a Nevada corporation, shall be the survivor corporation.
ARTICLE II
SHARES AUTHORIZED AND OUTSTANDING
On the date of these Articles of Merger, Valley Fish has authority to
issue 75,000,000 shares of Common Stock, $.001 par value, of which
622,594 shares are issued and outstanding. On the date of these Articles
of Merger, IF&B Media has authority to issue 25,000,000 shares of Common
Stock, $.01 par value (the "IF&B Media Common Stock") and 1,000,000
shares of Preferred Stock, of which 8,000,000 and 0 shares are issued and
outstanding, respectively.
ARTICLE III
SHAREHOLDER VOTE
On April 6, 1999, shareholders entitled to vote on the action
constituting all of the outstanding shares of IF&B Media Common Stock
approved the Agreement and Plan of Merger to merge IF&B Media into Valley
Fish, none opposed. Said number of votes was sufficient for approval by
the stockholders. The plan of merger was duly authorized by all action
required by the laws under which it was incorporated and by its
constituent documents. On April 6, 1999, shareholders entitled to vote
on the action constituting 622,594 of the outstanding shares of Valley
Fish Common Stock approved the Agreement and Plan of Merger to merge IF&B
Media into Valley Fish, none opposed. Said number of votes was
sufficient for approval by the stockholders. The plan of merger was
duly authorized by all action required by the laws under which it was
incorporated and by its constituent documents.
ARTICLE IV
PLAN OF MERGER
The executed agreement of merger is on file at the principal place of
business of the surviving corporation (Valley Fish). Said address is 10
Office Park Road. A copy of the agreement of merger will be furnished
by the surviving corporation to any stockholder of any constituent
corporation.
The terms of the Agreement of Merger are as follows:
(1) Merger. IF&B Media shall be merged with and into Valley Fish, and
Valley Fish shall survive the merger ("merger"), effective upon the date
when the Merger Agreement is made effective in accordance with applicable
laws (the "Effective Date").
(2) Amendment to Articles of Incorporation. Article I of the Articles
of Incorporation of Valley Fish shall be amended as to read - "The name
of the corporation is Global Foods Online, Inc.
(3) Governing Documents. The Bylaws of Valley Fish, in effect on the
Effective Date, shall continue to be the Bylaws of Valley Fish as the
surviving corporation without change or amendment until further amended
in accordance with the provisions thereof and applicable laws.
(4) Further Assurances. From time to time, as and when required by
Valley Fish or by its successors and assigns, there shall be executed and
delivered on behalf of IF&B Media such deeds and other instruments, and
there shall be taken or caused to be taken by it such further and other
action, as shall be appropriate or necessary in order to vest, perfect or
confirm, of record or otherwise, in Valley
Fish the title to and possession of all the property, interests, assets,
rights, privileges, immunities, powers, franchises and authority of IF&B
Media, and otherwise to carry out the purposes of the Merger Agreement,
and the officers and directors of Valley Fish are fully authorized in the
name and on behalf of IF&B Media or otherwise to take any and all such
action and to execute and deliver any and all such deeds and other
instruments.
(5) Stock of IF&B Media. On and after the Effective Date, all of the
outstanding certificates which prior to that time represented shares of
IF&B Media shall be recalled and canceled and 4,000,000 restricted Valley
Fish Common Shares shall be issued in proportion to their ownership
percentage. The registered owner on the books and records of IF&B Media
or its transfer agents of any outstanding certificate shall, until such
certificate shall have been surrendered for transfer or otherwise
accounted for to Valley Fish or its transfer agents, have and be entitled
to exercise any voting and other rights with respect to and to receive
any dividend and other distributions upon the shares of Valley Fish
Common Stock evidenced by such outstanding certificate as above provided.
(6) Book Entries. As of the Effective Date, entries shall be made upon
the books of Valley Fish in accordance with the following.
(a) The assets and liabilities of IF&B Media shall be recorded at the
amounts at which they were carried on the books of IF&B Media immediately
prior to the Effective Date, with appropriate adjustments to reflect the
retirement of the 1,000 Common of IF&B Media presently issued and
outstanding.
(b) There shall be credited to the common stock account of Valley Fish
the aggregate amount of the stated value of all shares of Valley Fish
Common Stock resulting from the conversion of the outstanding IF&B Media
Common Stock pursuant to the merger.
(c) There shall be credited to the retained earnings account of Valley
Fish the aggregate of the amount carried in the retained earnings account
of IF&B Media immediately prior to the Effective Date.
(8) Access to Documentation. Prior to the merger, Valley Fish and IF&B
Media shall provide each other full access to their books and records,
and shall furnish financial and operating data and such other information
with respect to their business and assets as may reasonably be requested
from time to time. If the proposed transaction is not consummated, all
parties shall keep confidential any information (unless ascertainable
from public filings or published information) obtained concerning each
others operations, assets and business.
(9) Merger Expenses. IF&B Media shall pay the legal, accounting and
any other expenses reasonably incurred in connection with this Agreement
and the transactions contemplated hereby. Valley Fish agrees to provide
an itemized list of all expenses incurred in connection with the Merger
Agreement and the transactions contemplated hereby.
(10) Abandonment. At any time before the effective Date, the Agreement
and Plan of Reorganization and the Agreement of Merger may be terminated
and the Merger may be abandoned by the Board of Directors of either
Valley Fish or IF&B Media or both, notwithstanding approval of the Merger
Agreement by the shareholders of Valley Fish or the shareholders of IF&B
Media or both.
IN WITNESS WHEREOF, these Articles of Merger, having first been duly
approved by resolution of the Boards of Directors of Valley Fish and IF&B
Media and their respective shareholders, is hereby executed on behalf of
each of said two corporations by their respective officers thereunto duly
authorized.
IF&B Media Corporation ATTEST:
A California corporation
President Secretary
Valley Fish Products, Inc. ATTEST:
A Nevada corporation
President Secretary
State of )
)ss.
County of )
On the day of April, 1999 personally appeared before me the President
of IF&B Media Corporation, a California corporation, the signer of the
above instrument who duly acknowledged to me that he executed the same on
behalf of said corporation pursuant to duly adopted director's
resolutions.
NOTARY PUBLIC
Address
My Commission Expires:
SEAL
State of )
)ss.
County of )
On the day of April, 1999, personally appeared before me the Secretary
of IF&B Media Corporation, a California corporation, the signer of the
above instrument who duly acknowledged to me that he executed the same on
behalf of said corporation pursuant to duly adopted director's
resolutions.
NOTARY PUBLIC
Address
My Commission Expires:
SEAL
State of )
)ss.
County of )
On the day of April, 1999, personally appeared before me the President
of Valley Fish Products, Inc., a Nevada corporation, the signer of the
above instrument who duly acknowledged to me that he executed the same on
behalf of said corporation pursuant to duly adopted director's
resolutions.
NOTARY PUBLIC
Address
My Commission Expires:
SEAL
State of )
)ss.
County of )
On the day of April, 1999, personally appeared before me the Secretary
of Valley Fish Products, Inc., a Nevada corporation, the signer of the
above instrument who duly acknowledged to me that he executed the same on
behalf of said corporation pursuant to duly adopted director's
resolutions.
NOTARY PUBLIC
Address
My Commission Expires:
SEAL
VERIFICATION
The undersigned, after being duly sworn, does hereby depose and state,
that he is the Secretary of Valley Fish Products, Inc., a Nevada
corporation, and that he has read the foregoing Articles of Merger and
knows the contents thereof, and does hereby certify that these Articles
of Merger contain a truthful statement of the Agreement and Plan of
Merger as duly adopted by the Board of Directors.
Secretary
State of )
)ss.
County of )
On the day of April, 1999, personally appeared before me the
Secretary of Valley Fish Products, Inc., a Nevada corporation, the signer
of the above instrument who duly acknowledged to me that he executed the
same on behalf of said corporation pursuant to duly adopted director's
resolutions.
NOTARY PUBLIC
Address
My Commission Expires:
SEAL
VERIFICATION
The undersigned, after being duly sworn, does hereby depose and state,
that he is the Secretary of IF&B Media Corporation., a California
corporation, and that he has read the foregoing Articles of Merger and
knows the contents thereof, and does hereby certify that these Articles
of Merger contain a truthful statement of the Agreement and Plan of
Merger as duly adopted by the Board of Directors by a majority of the
stockholders of the corporation.
Secretary
State of )
)ss.
County of )
On the day of April, 1999, personally appeared before me the Secretary
of IF&B Media Corporation, a California corporation, the signer of the
above instrument who duly acknowledged to me that he executed the same on
behalf of said corporation pursuant to duly adopted director's
resolutions.
NOTARY PUBLIC
Address
My Commission Expires:
SEAL
