Certificate of Ownership and Merger between Vika Corp. (Nevada) and Vika Corp. (Delaware)

Summary

This document certifies the merger of Vika Corp., a Nevada corporation, into Vika Corp., a Delaware corporation. Vika Corp. (Nevada) owned all shares of Vika Corp. (Delaware) and, by board and shareholder approval, decided to merge into the Delaware entity. After the merger, shareholders of the Nevada corporation will receive one share of the Delaware corporation for each share they held, and the Delaware corporation will assume all obligations. The surviving company will continue as Vika Corp. The certificate is signed by the authorized officer of the parent company.

EX-2.2 5 file003.htm CERTIFICATE OF OWNERSHIP AND MERGER

  STATE OF DELAWARE CERTIFICATE OF OWNERSHIP AND MERGER Section 253C Parent into Subsidiary CERTIFICATE OF OWNERSHIP AND MERGER MERGING VIKA CORP., a Nevada Corporation INTO VIKA CORP., a Delaware Corporation Vika Corp., a corporation organized and existing under the laws of the State of Nevada, DOES HEREBY CERTIFY: FIRST: That it was organized pursuant to the provisions of the General Corporation Law of the State of Nevada, on the 3rd day of December 2003. SECOND: That it owns 100% of the outstanding shares of the capital stock of Vika Corp., a corporation organized pursuant to the provisions of the General Corporation Law of the State of Delaware (hereinafter referred to as "Vika-DE") on the 6th day of February 2006. THIRD: That its Board of Directors, by Unanimous Written Consent dated the 7th day of February 2006, determined to merge the corporation into said Vika-DE, and did adopt the following resolutions: RESOLVED, that this corporation, Vika Corp., merges itself into Vika-DE, which corporation Vika-DE, assumes all of the obligations of Vika Corp. FURTHER RESOLVED, that the terms and conditions of the merger are as follows:  Upon completion of the merger, the holders of the common stock of Vika Corp. shall receive one (1) share of the common stock of Vika-DE in exchange for each share of common stock of Vika Corp. and shall have no further claims of any kind or nature; and all of the common stock of Vika-DE held by Vika Corp. shall be surrendered and canceled. FOURTH: That this merger has been approved by the holders of at least a majority of the outstanding shares of stock of this corporation, Vika Corp., by written consent in lieu of a meeting of the stockholders. FIFTH: That the name of the surviving corporation shall be Vika Corp. IN WITNESS WHEREOF, said parent corporation has caused this Certificate to be signed by an authorized officer this 7th day of February 2006. By: /s/ Scott Sutherland ------------------------------------ Authorized Officer Name: Scott Sutherland ------------------------------------ Print or Type Title: President, Chief Executive Officer and Chief Financial Officer ------------------------------------ 2