Articles of Merger (PURSUANT TO NRS 92A.200) Page 1 (Pursuant to Nevada Revised Statutes Chapter 92A) (excluding 92A.200(4b)) 1)Name and jurisdiction of organization of each constituent entity (NRS 92A.200). INTERNET INFINITY, INC. Name of merging entity Delawarecorporation JurisdictionEntity type and, INTERNET INFINITY, INC. Name of surviving entity Nevadacorporation JurisdictionEntity type
EX-2.3 4 ex2_3.htm ARTICLE OF MERGER Article of Merger
| [SEAL] | DEAN HELLER Secretary of State 204 North Carson Street, Suite 1 Carson City, Nevada ###-###-#### (775) 684-5708 Website: secretaryofstate.biz | Entity # ###-###-#### Document Number: 20050061229-57 Date Filed: 3/14/2005 2:09:58 PM In the office of /s/ Dean Heller Dean Heller Secretary of State |
Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 1
(Pursuant to Nevada Revised Statutes Chapter 92A)
(excluding 92A.200(4b))
| 1) | Name and jurisdiction of organization of each constituent entity (NRS 92A.200). | |
| INTERNET INFINITY, INC. | ||
| Name of merging entity | ||
| Delaware | corporation | |
| Jurisdiction | Entity type | |
| and, | ||
| INTERNET INFINITY, INC. | ||
| Name of surviving entity | ||
| Nevada | corporation | |
| Jurisdiction | Entity type |
| Exhibit 2.3 | ||
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Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 2
| 2) | Forwarding address where copies of process may be sent by the Secretary of State of Nevada (if a foreign entity is the survivor in the merger - NRS 92A.190): N/A | |
| 3) | (Choose one) | |
| | [X] | The undersigned declares that a plan of merger has been adopted by each constituent entity (NRS 92A.200). |
| [ ] | The undersigned declares that a plan of merger has been adopted by the parent domestic entity (NRS 92A.180). | |
| 4) | Owner’s approval (NRS 92A.200): | |
| (a) | Owner’s approval was not required from: N/A | |
| Exhibit 2.3 | ||
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Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 3
| (b) | The plan was approved by the required consent of the owners of: | |
| INTERNET INFINITY, INC., a Delaware corporation | ||
| Name of merging entity | ||
| and, or: | ||
| INTERNET INFINITY, INC., a Nevada corporation | ||
| Name of surviving entity |
| Exhibit 2.3 | ||
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Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 4
| (c) | Approval of plan of merger for Nevada non-profit corporation (NRS 92A.160): N/A |
| Exhibit 2.3 | ||
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Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 5
| 5) | Amendments, if any, to the articles or certificate of the surviving entity: None. | ||
| 4) | Location of Plan of Merger (check a or b): | ||
| ___ | (a) | The entire plan of merger is attached; | |
| or, | |||
| X | (b) | The entire plan of merger is on file at the registered office of the surviving corporation, limited liability company or business trust, or at the records office address if a limited partnership, or other place of business of the surviving entity (NRS 92A.200). | |
| 7) | Effective date: when filed. | ||
| Exhibit 2.3 | ||
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Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 6
| 8) | Signatures | ||
| INTERNET INFINITY, INC., a Delaware corporation | |||
| Name of merging entity | |||
| /s/ George Morris | President | 03/02/2005 | |
| INTERNET INFINITY, INC., a Delaware corporation | |||
| Name of surviving entity | |||
| /s/ George Morris | President | 03/02/2005 |
| Exhibit 2.3 | ||
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