USE BLACK INK ONLY " DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY (Pursuant to Nevada Revised Statutes Chapter 92A) (excluding 92A.200(4b))

EX-2.3 3 igam8k72507ex2_3.htm EXHIBIT 2.3 igam8k72507ex2_3.htm
EXHIBIT 2.3
 
ROSS MILLER
Secretary of State
204 North Carson Street Ste 1 Carson City, Nevada ###-###-####
(775 ###-###-####
Website: secretaryofstate.biz
 
Articles of Exchange
(PURSUANT TO NRS 92A.200)
Page 1
 
 
 USE BLACK INK ONLY • DO NOT HIGHLIGHT  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 two constituent entities, check box / / and attach an 8 1/2" x 11" blank sheet listing the entities continued from article one.
 
    Nuvo Solar Energy, Inc.
    Name of acquired entity
 
   
     Colorado  Corporation
     Jurisdiction  Entity type*
 
and,

 
    China Nuvo Solar Energy, Inc.
    Name of acquiring entity
 
     Nevada  Corporation
     Jurisdiction  Entity type*
2) The undersigned declares that a plan of exchange has been adopted by each constituent entity (NRS 92A.200).
 
• Corporation, non-profit corporation, limited partnership, limited-liability limited partnership, limited-liability company or business trust.
 
Filing Fee: $350.00
 
 
 This form must ben accompanied by appropriate fees  Nevada Secretary of State AM Exchange page 1 2007
   revised on 01/01/07

 
 
 
 
ROSS MILLER
Secretary of State
204 North Carson Street Ste 1 Carson City, Nevada ###-###-####
(775 ###-###-####
Website: secretaryofstate.biz
 
Articles of Exchange
(PURSUANT TO NRS 92A.200)
Page 2
 
 
 USE BLACK INK ONLY • DO NOT HIGHLIGHT  ABOVE SPACE IS FOR OFFICE USE ONLY
 
3) Owner's approval (NRS 92A.200)(optIons a b,or c must be used for each entity) (If there are more than two constituent entitles, checkbox / / and attach an 81/2" x 11" blank sheet listing the entitles continued from article three):
 
    (a)  Owner's approval was not required from
 
        
        Name of acquired entity, if applicable
 
        and, or;
 
        China Nuvo Solar Energy, Inc.
        Name of acquiring entity, if applicable
 
    (b)  The plan was approved by the required consent of the owners of *
 
        Nuvo Solar Energy, Inc.
         Name of acquired entity, if applicable
 
        and, or;
 
        Name of acquiring entity, if applicable
 
* Unless otherwise provided in the certificate of trust or governing instrument of a business trust, an exchange must be approved by all the trustees and beneficial owners of each business trust that is a constituent entity in the exchange.
 
 
 This form must ben accompanied by appropriate fees  Nevada Secretary of State AM Exchange page 2 2007
   revised on 01/01/07
 
 
 
 

ROSS MILLER
Secretary of State
204 North Carson Street Ste 1 Carson City, Nevada ###-###-####
(775 ###-###-####
Website: secretaryofstate.biz
 
Articles of Exchange
(PURSUANT TO NRS 92A.200)
Page 3
 
 
 USE BLACK INK ONLY • DO NOT HIGHLIGHT  ABOVE SPACE IS FOR OFFICE USE ONLY
 
    (c) Approval of plan of exchange for Nevada non-profit corporation (NRS 92A.160):
 
        The plan of exchange has been approved by the directors of the corporation and by each public officer or other person whose approval of the plan of exchange is required by the articles of incorporation of the domestic corporation.
 
 
        Name of acquired entity, if applicable
 
        and, or;
 
        Name of acquiring entity, if applicable
 
4) Location of Plan of Exchange (check a or b):
 
        / / (a) The entire plan of exchange is attached; or,
 
        /X/(b) The entire plan of exchange is on file at the registered office of the acquiring corporation, limited-liability company or business trust, or at the records office address if a limited partnership, or other place of business of the acquiring entity (NRS 92A.200).
 
 This form must ben accompanied by appropriate fees  Nevada Secretary of State AM Exchange page 3 2007
   revised on 01/01/07
 
 
 
 

ROSS MILLER
Secretary of State
204 North Carson Street Ste 1 Carson City, Nevada ###-###-####
(775 ###-###-####
Website: secretaryofstate.biz
 
Articles of Exchange
(PURSUANT TO NRS 92A.200)
Page 4
 
 
 USE BLACK INK ONLY • DO NOT HIGHLIGHT  ABOVE SPACE IS FOR OFFICE USE ONLY
 
5) Effective date (optional)*:
 
6) Signatures - Must be signed by: An officer of each Nevada corporation; All general partners of each Nevada limited partnership; All general partners of each Nevada limited partnership; A manager of each Nevada limited-liability company with managers or all the members if there are no managers; A trustee of each Nevada business trust (NRS 92A.230)**
 
(If there are more than two constituent entities, check box / / and attach an 81/2 x 11" blank sheet listing the entities continued from article eight):
 
Nuvo Solar Energy, Inc.
Name of acquired entity, if applicable
 
 Thomas B. Olson  Secretary  7/25/07
 Signature  Title  Date
 
 
 
 
China Nuvo Solar Energy, Inc.
Name of acquiring entity
 
 Thomas B. Olson  Secretary  7/25/07
 Signature  Title  Date
 
 
* An exchange takes effect upon filing the articles of exchange 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).
 
**The articles of exchange 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 ben accompanied by appropriate fees  Nevada Secretary of State AM Exchange page 4 2007
   revised on 01/01/07