Exhibit No. 3
Fashion Tech International, Inc.
Form 10-K
File No. 2-93231-NY

                         ARTICLES OF MERGER
                                 of
        FASHION TECH INTERNATIONAL, INC. (a Utah Corporation)
                                into
       FASHION TECH INTERNATIONAL, INC. (a Nevada Corporation)


The  undersigned,  in  their capacities as President  and  Secretary,
respectively,  of  Fashion  Tech  International,  Inc.  (  a   Nevada
Corporation,  hereinafter sometimes referred to  as  ("Fashion  Tech,
Nevada," or "Survivor,") and Fashion Tech International, Inc. (a Utah
corporation hereinafter sometimes referred to as "Fashion Tech Utah")
in  order to consummate the merger of Fashion Tech Utah into  Fashion
Tech Nevada hereby attest and certify as follows:

I.    The  names  and states of incorporation of the two  constituent
corporations to the merger
are  specified  above. Fashion Tech Nevada was  incorporated  in  the
State of Nevada on April 16, 1999, for the sole purpose of being  the
surviving corporation in a merger effectuated to
change the corporate domicile of Fashion Tech Utah.

II.  Articles of Merger of the constituent corporations were, adopted
by each of the
constituent  corporations on April 28, 1999, in accordance  with  all
relevant provisions of the
Nevada  Revised Statutes and all the relevant provisions of the  Utah
Revised Business
Corporation Act.

III. The surviving corporation is Fashion Tech International, Inc., a
Nevada Corporation.

IV.   The  Articles  of Incorporation of Fashion  Tech  International
Nevada shall be the Articles of Incorporation of Survivor.

V.    The  Plan  of Merger for the constituent corporations  provides
that Fashion Tech Utah shall be merged into Fashion Tech Nevada,  the
manner  and that the basis of converting the issued shares of Fashion
Tech Utah into share of Fashion Tech Nevada shall be as follows:

      (a)   The total shares represented by each outstanding  Fashion
Tech  Utah  common stock certificate (following a 100 for  1  reverse
split  of  Fashion Tech Utah's shares approved at a  meeting  of  the
Fashion  Tech  Utah's shareholders held on April 28, 1999)  shall  be
deemed  to be automatically converted into one share of common stock,
par value $0.001 per share of Survivor.

      (b)  Holders of Fashion Tech Utah certificates issued prior  to
the  merger shall not be required to surrender such certificates  for
conversion into certificates reflecting the SURVIVOR's name, but  may
do so to SURVIVOR's duly appointed transfer agent, American Registrar
&  Transfer,

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10 Exchange Place, Suite 705, Salt Lake City, UT   84111
which  shall, in the ordinary course of its business and the  payment
of  $15.00  per new certificate to be issued (and provided  that  its
regular and usual requirements regarding negotiability and payment of
its  fees  are met) reissue certificates representing the  number  of
shares  in SURVIVOR to which said holders may be entitled as provided
above.

VI.   The  principal business office of SURVIVOR is located  at  1340
East 130 North,
Springville, UT 84663, and a complete copy of the executed  agreement
of merger is on file at
said  office. A copy of the plan of merger will be furnished  by  the
SURVIVOR, on request, and
without cost, to any stockholder of any corporation which is a  party
the merger.

VII. The Plan of Merger was adopted by the directors and submitted to
and  approved  by the shareholders of both constituent  corporations,
Fashion Tech Utah having 59,114,301 share of common stock outstanding
and  entitled  to vote (its sole voting group), 38,785,500  of  which
were  represented at the meeting to approve the Plan of Merger.   All
of  the shares represented at the meeting were voted in favor of  the
Plan of Merger and none were voted against the merger.   SURVIVOR had
1,000  shares of common stock outstanding and entitled to  vote  (its
sole  voting group) all of which were represented at the  meeting  to
approve  the Plan of merger and all 1,000 of which shares were  voted
in  favor of the Plan of Merger.  The number of shares voted in favor
of the Plan of Merger by the stockholders was sufficient for approval
by said stockholder of each of the constituent corporations.

IN  WITNESS  WHEREOF, the undersigned Presidents and  Secretaries  of
Fashion Tech Utah and Fashion Tech Nevada. have set their hands  this
28th day of April, 1999.

FASHION TECH INTERNATIONAL, INC.   FASHION TECH INTERNATIONAL, INC.
(a Utah Corporation)                         (a Nevada Corporation)


By: /s/ Glen R. Ulmner                  By: /s/ Glen R. Ulmner
Its President                           Its President

By: George R. Horton                    By: George R. Horton
Its Secretary                           Its Secretary

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