Articles of Merger (PURSUANT TO NRS 92A.200) Page 1

EX-2.3 3 dex23.htm ARTICLES OF MERGER OF CORTECH, INC. AND KENT INTERNATIONAL HOLDINGS, INC. Articles of Merger of Cortech, Inc. and Kent International Holdings, Inc.

Exhibit 2.3

[LOGO]

DEAN HELLER

Secretary of State

204 North Carson Street, Suite 1

Carson City, Nevada ###-###-####

(775) 684 5708

Website: secretaryofstate.biz

Entity #

E0319502006-4

Document Number:

20060329527-66

Articles of Merger

(PURSUANT TO NRS 92A.200)

Page 1

Date Filed:

5/24/2006 12:00:16 PM

In the office of

/s/ Dean Heller

Dean Heller

Secretary of State

ABOVE SPACE IS FOR OFFICE USE ONLY

(Pursuant to Nevada Revised Statutes Chapter 92A)

(excluding 92A.200(4b))

1)	Name and jurisdiction of organization of each constituent entity (NRS 92A.200). If there are more than four merging entities, check box ¨ and attach an 8¹/2” x 11” blank sheet containing the required information for each additional entity.



Cortech, Inc.
Name of merging entity

Delaware				Corporation
Jurisdiction				Entity type*


Name of merging entity


Jurisdiction				Entity type*


Name of merging entity


Jurisdiction				Entity type*


Name of merging entity


Jurisdiction				Entity type*

and,



Kent International Holdings, Inc.
Name of surviving entity

Nevada				Corporation
Jurisdiction				Entity type*

*	Corporation, non-profit corporation, limited partnership, limited-liability company or business trust.


This form must be accompanied by appropriate fees.

[LOGO]

DEAN HELLER

Secretary of State

204 North Carson Street, Suite 1

Carson City, Nevada ###-###-####

(775) 684 5708

Website: secretaryofstate.biz

Articles of Merger

(PURSUANT TO NRS 92A.200)

Page 2

ABOVE SPACE IS FOR OFFICE USE ONLY

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):


Attn:

c/o:

3)	(Choose one)

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) (options a, b, or c must be used, as applicable, for each entity) (If there are more than four merging entities, check box ¨ and attach an 8 ½” x 11” blank sheet containing the required information for each additional entity):

(a)

Owner’s approval was not required from:




		Name of merging entity, if applicable


		Name of merging entity, if applicable


		Name of merging entity, if applicable


		Name of merging entity, if applicable

		and, or;


		Name of surviving entity, if applicable


Filing Fee $350.00

This form must be accompanied by appropriate fees.

[LOGO]

DEAN HELLER

Secretary of State

204 North Carson Street, Suite 1

Carson City, Nevada ###-###-####

(775) 684 5708

Website: secretaryofstate.biz

Articles of Merger

(PURSUANT TO NRS 92A.200)

Page 3

ABOVE SPACE IS FOR OFFICE USE ONLY

(b)

The plan was approved by the required consent of the owners of*:

Cortech, Inc.

Name of merging entity, if applicable

and, or;

Kent International Holdings, Inc.

Name of surviving entity, if applicable

*	Unless otherwise provided in the certificate of trust or governing instrument of a business trust, a merger must be approved by all the trustees and beneficial owners of each business trust that is a constituent entity in the merger.


This form must be accompanied by appropriate fees.


[LOGO]		DEAN HELLER
		Secretary of State
		204 North Carson Street, Suite 1
		Carson City, Nevada ###-###-####
		(775) 684 5708
		Website : secretaryofstate.biz

Articles of Merger

(PURSUANT TO NRS 92A.200)

Page 4

ABOVE SPACE IS FOR OFFICE USE ONLY


(c)		Approval of plan of merger for Nevada non-profit corporation (NRS 92A.160):

		The plan of merger has been approved by the directors of the corporation and by each public officer or other person whose approval of the plan of merger is required by the articles of incorporation of the domestic corporation.


		Name of merging entity, If applicable


		Name of merging entity, If applicable


		Name of merging entity, If applicable


		Name of merging entity, If applicable

		and, or;


		Name of surviving entity, If applicable


This form must be accompanied by appropriate fees.

[LOGO]

DEAN HELLER

Secretary of State

204 North Carson Street, Suite 1

Carson City, Nevada ###-###-####

(775) 684 5708

Website: secretaryofstate.biz

Articles of Merger

(PURSUANT TO NRS 92A.200)

Page 5

ABOVE SPACE IS FOR OFFICE USE ONLY

5)	Amendments, if any, to the articles or certificate of the surviving entity. Provide article numbers, if available. (NRS 92A.200)*:

6)	Location of Plan of Merger (check a or b):

(a) The entire plan of merger is attached;

or,

(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 (optional)**: _____________________

Amended and restated articles may be attached as an exhibit or integrated into the articles of merger. Please entitle them “Restated” or “Amended and Restated,” accordingly. The form to accompany restated articles prescribed by the secretary of state must accompany the amended and/or restated articles. Pursuant to NRS 92A.180 (merger of subsidiary into parent – Nevada parent owning 90% or more of subsidiary), the articles of merger may not contain amendments to the constituent documents of the surviving entity except that the name of the surviving entity may be changed.

**	A merger takes effect upon filing the articles of merger or upon a later date as specified in the articles, which must not be more than 90 days after the articles are filed (NRS 92A.240).


This form must be accompanied by appropriate fees.


[LOGO]		DEAN HELLER
		Secretary of State
		204 North Carson Street, Suite 1
		Carson City, Nevada ###-###-####
		(775) 684 5708
		Website: secretaryofstate.biz

Articles of Merger

(PURSUANT TO MRS 92A.200)

Page 6

ABOVE SPACE IS FOR OFFICE USE ONLY

Signatures – Must be signed by: An officer of each corporation whether or not for profit; all general partners of each limited partnership or limited-liability limited partnership; a manager of each a limited-liability company with managers or by one member if without managers; a trustee of a business trust; a managing partner of a limited-liability partnership; by one partner of a general partnership.* (If there are more than four merging entities, check box ¨ and attach an 8¹/2” x 11” blank sheet containing the required information for each additional entity.):


Cortech, Inc.
Name of merging entity


/s/ Paul O. Koether	Chairman	5/22/2006
Signature	Title	Date


Name of merging entity

		/ /
Signature	Title	Date


Name of merging entity

		/ /
Signature	Title	Date

Kent International Holdings, Inc.
Name of merging entity

/s/ Paul O. Koether	Chairman	5/22/2006
Signature	Title	Date


Name of surviving entity

		/ /
Signature	Title	Date

*	The articles of merger must be signed by each foreign constituent entity in the manner provided by the law governing it (NRS 92A.230). Additional signature blocks may be added to this page or as an attachment, as needed.

IMPORTANT: Failure to include any of the above information and submit the proper fees may cause this filing to be rejected.


This form must be accompanied by appropriate fees.