Sharp Holding Corp · 8-K · For 12/20/00 · EX-3.1(D)

Filed On 1/2/01 4:40pm ET   ·   SEC File 0-28829   ·   Accession Number 950144-1-13

Current Report   ·   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Celebrity Entertainment Group, Inc. Form 8-K           4     15K 
 2: EX-2.1      Agreement and Plan of Merger                          14     61K 
 3: EX-3.1(D)   Articles of Merger                                     2     12K 
 4: EX-10.1     Consulting Agreement                                   4     22K 

EX-3.1(D)   ·   Articles of Merger

EX-3.1(D)
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                                                                  Exhibit 3.1(D)

ARTICLES OF MERGER

OF

 SHARP FLORIDA ACQUISITION CORP.
 (A FLORIDA CORPORATION)

 WITH AND INTO

SHARP TECHNOLOGY, INC.
(A DELAWARE CORPORATION)

       Pursuant to Section 607.1105 of the Florida Business Corporation Act,
the undersigned corporations adopt the following Articles of Merger:            

FIRST: The plan of merger is as follows:                                        

   1. MERGER. SHARP FLORIDA ACQUISITION CORP., a Florida corporation
bearing Document #P00000111533 ("Acquisition") shall be merged (the "Merger")   
with and into SHARP TECHNOLOGY, INC., a Delaware corporation ("Sharp").         
Acquisition and Sharp are sometimes hereinafter collectively referred to as the 
"Constituent Corporations." Sharp shall be the surviving corporation of the     
Merger (the "Surviving Corporation"), effective upon the date when these        
Articles of Merger are filed with the Department of State of the State of       
Florida (the "Effective Date").                                                 

         2. ARTICLES OF INCORPORATION AND BY-LAWS. The Articles of Incorporation
and the By-Laws of Sharp, as same shall exist from and after the Effective Date,
shall be the Articles of Incorporation and By-Laws of the Surviving Corporation 
following the Effective Date, unless and until the same shall be amended or     
repealed in accordance with the provisions thereof or applicable law, which     
power to amend or repeal is hereby expressly reserved, and all rights or powers 
of whatsoever nature conferred in such Articles of Incorporation and By-Laws of 
the Surviving Corporation, shall constitute the Articles of Incorporation and   
By-Laws of the Surviving Corporation separate and apart from these Articles of  
Merger.                                                                         

Clint J. Gage, Esq., FL Bar #00191776                                           
Atlas Pearlman, P.A.                                                            
350 East Las Olas Boulevard                                                     
Suite 1700                                                                      
Fort Lauderdale, Florida 33301                                                  
(954) 766-7864                                                                  

EX-3.1(D)
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3. SUCCESSION. On the Effective Date, Sharp shall continue its
corporate existence under the laws of the State of Delaware, and the separate   
existence and corporate organization of Acquisition, except insofar as it may be
continued by operation of law, shall be terminated and cease.                   

         4. CONVERSION OF SHARES. On the Effective Date, by virtue of the Merger
and without any further action on the part of the Constituent Corporations or   
their shareholders, each outstanding share of Acquisition's common stock        
("Acquisition Common Stock") shall be converted into one share of Sharp common  
stock, $.001 par value ("Sharp Common Stock"), and each outstanding share of    
Sharp Common Stock shall be converted into 1/3 of a share of the common stock   
("Celebrity Common Stock") of Celebrity Entertainment Group, Inc., a Wyoming    
corporation and parent company of Acquisition ("Celebrity"), pursuant to Section
7 and Section 8 of the Agreement and Plan of Merger (the "Plan of Merger")      
between Acquisition, Sharp, and Celebrity.                                      

SECOND: The Effective Date of the Merger is the date upon which these Articles  
of Merger are filed with the Secretary of State of the State of Florida.        

THIRD: The Plan of Merger was adopted by Acquisition's sole director by Written 
Consent dated December 15, 2000, and by Acquisition's sole shareholder by       
Written Consent dated December 15, 2000; and by Sharp's board of directors by   
Unanimous Written Consent dated December 18, 2000, and by Sharp's shareholders  
by Written Consent of the holders of a majority of the shares of outstanding    
Sharp Common Stock dated December 8, 2000; and by Celebrity's sole director by  
Written Consent dated December 15, 2000.                                        

Signed this 18 day of December 2000.                                            

SHARP FLORIDA ACQUISITION CORP.                   SHARP TECHNOLOGY, INC.        
A FLORIDA CORPORATION                             A DELAWARE CORPORATION        

By: /s/ Alan Pavsner                              By: /s/ George Sharp          
   ----------------------------                      -------------------------
Alan Pavsner                                      George Sharp          
Its President                                     Its President         

 2

Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This 8-K Filing		Date		First		Last			Other Filings
		12/8/00		2
		12/15/00		2
		12/18/00		2
For The Period Ended		12/20/00							8-K/A
Filed On / Filed As Of		1/2/01
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