CERTIFICATE OF MERGER OF
WORLD SHOPPING XXXXXXX.XXX. INTO U.S.A. GROWTH INC.
The undersigned corporation does hereby certify that:
FIRST: The name and state of incorporation of each of the
constituent corporations of the merger to which this Certifies
relates is as follows:
NAME STATE OF INCORPORATION
World Shopping Network Inc. Wyoming
U.S.A. Growth Inc. Delaware
SECOND: The Agreement and Plan of Merger (the "Agreement")
providing for the merger of World Shopping Network, Inc. with and
into U.S.A. Growth Inc. (the "Merger") has been approved,
adopted, certified, executed and acknowledged by each of the
constituent corporations in accordance with the requirements of
Section 252 of the General Corporation Law of the State of
Delaware.
THIRD: The name of the surviving corporation of the Merger is
U.S.A. Growth Inc., which shall be changed to World Shopping
Network. Inc., a Delaware corporation.
FOURTH: The Certificate of Incorporation of U.S.A. Growth Inc.
shall be the Certificate of Incorporation of the Surviving
corporation, which Shall be amended as follows:
1. Article FIRST of the Certificate of Incorporation shall be
amended to read in full as follows:
"FIRST. The name of this corporation is World Shopping Network,
Inc."
2. Article FOURTH of the Company's Certificate of
Incorporation is amended to read in full as follows:
"FOURTH. The amount of the total authorized capital stock of this
Corporation is 100,000,000 shares, par value $.001 per share.
Simultaneously with the effective date of this Amendment
("Effective Date"), all outstanding shares of common stock held
by each holder of record on the Effective Date shall be
automatically combined at the rate of one-for-twelve without any
further action on the part of the holders thereof or this
corporation. No fractional shares shall be issued. All fractional
shares for one-half share or more shall be increased to the next
higher whole number of shares and all fractional shares of less
than one-half share shall be decreased to the next lower whole
number of shares, respectively."
FIFTH. The executed Agreement of Merger is on file at the
principal place of business of the surviving corporation, the
address of which is 0000 Xxxxxxxxxxx Xxxxx, Xxxxx X, Xxxxx Xxx.
California 92705.
SIXTH. A copy of the Agreement of Merger will be furnished by the
surviving corporation, on request and without cost, to any
stockholder of any constituent corporation.
DATED: September 30. 1999
U.S.A. Growth Inc.
/s/ Xxxx X. Xxxxx
Xxxx X. Xxxxx, President
