Exhibit 3(i).2
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ARTICLES OF MERGER MERGING
LINKS, LTD.
(a Wyoming Corporation)
INTO
WALNUT CAPITAL, INC.
(a Nevada Corporation)
ARTICLES OF MERGER entered into this 28th day of May, 1998, by and between
LINKS, LTD., a Wyoming corporation, and WALNUT CAPITAL, INC., a Nevada
corporation.
THIS IS TO CERTIFY:
FIRST: LINKS, LTD., a corporation organized and existing under the laws of
the State of Wyoming, (hereinafter sometimes referred to as "LINKS"), whose
address is 0000 Xxxxx Xxxxxx Xxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000, and WALNUT
CAPITAL, INC., a corporation organized and existing under the laws of the State
of Nevada (hereinafter sometimes referred to as "WALNUT"), whose address is 0000
Xxxxx Xxxxx Xxxxx, Xxxxxxxxx Xxxxxxx, Xxxxxxxx 00000, agree that LINKS shall be
merged into WALNUT. The terms and conditions of the merger and the mode of
carrying the same into effect are as herein set forth in these Articles of
Merger.
SECOND: WALNUT shall survive the merger and shall change its corporate
name to be "ENTER TECH CORP.", effective upon the filing of Articles of Merger
with each of the Secretaries of State of the States of Nevada and Wyoming. The
address of WALNUT shall be 0000 Xxxxx Xxxxxx Xxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx
00000.
THIRD: The parties to the Articles of Merger are LINKS, LTD., a corporation
organized under the laws of the State of Wyoming, and WALNUT CAPITAL, INC., a
corporation organized and existing under the laws of the State of Nevada.
FOURTH: No amendment is made to the Articles of Incorporation of the surviving
corporation as part of the merger, except that the name of such surviving
corporation shall be changed to ENTER TECH CORP.
FIFTH: The Plan of Merger is as set forth in the Agreement and Plan of
Merger dated May 28, 1998, which is attached hereto and incorporated herein by
this reference.
SIXTH: The Plan of Merger was duly advised, authorized and approved in the
manner required by the Articles of Incorporation of WALNUT and the laws of the
State of Nevada, and the number of shares voted for the Plan of Merger was
sufficient for approval. On the date of the vote of the stockholders of WALNUT,
the number and designation of shares of WALNUT outstanding were 1,250,000 shares
of Common Stock, $.0001 par value, of which 1,250,000 shares unanimously voted
in favor of the Plan of Merger, and -0- shares voted against the Plan of Merger.
No shares of any other class of stock were outstanding.
SEVENTH: The Plan of Merger was duly advised, authorized and approved in
the manner required by the Articles of Incorporation of LINKS and the laws of
the State of Wyoming and the number of shares voted for the Plan of Merger was
sufficient for approval. On the date of the vote of the shareholders of LINKS,
the number and designation of shares of LINKS outstanding were 10,000 shares of
Common Stock, no par value, of which 10,000 shares unanimously voted in favor of
the Plan of Merger, and -0- shares voted against the Plan of Merger No shares of
any other class of stock were outstanding.
EIGHTH: WALNUT hereby agrees that it may be served with process in the
State of Wyoming in any proceeding for the enforcement of any obligation of it
arising from the merger, including the rights of any dissenting shareholders
thereof, and hereby irrevocably appoints Xxx X. Xxxxxx, located at 000-00xx
Xxxxxx, Xxxxx 0000, Xxxxx Xxxxx, Xxxxxx, Xxxxxxxx 00000, as its agent to accept
service of process in any such suit or other proceeding, unless WALNUT shall
hereafter designate in writing to the Secretary of State of Wyoming a different
address for such process, in which case the duplicate copy of such process shall
be mailed to the last address so designated.
NINTH: The Board of Directors of LINKS and WALNUT authorized, ratified and
unanimously approved the merger of LINKS with and into WALNUT.
IN WITNESS WHEREOF, the panics to the merger have caused these Articles of
Merger to be signed in their respective corporate names and on their behalf by
the respective presidents and witnessed or attested by their respective
secretaries as of the 28th day of May, 1998.
ATTEST: LINKS, LTD.,
a Wyoming corporation
/s/ Xxxxxx Xxxxx By /s/ Xxxxx Xxxxx
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Xxxxxx Xxxxx, Secretary Xxxxx Xxxxx, President
ATTEST: WALNUT CAPITAL, INC.,
a Nevada corporation
/s/ Xxxxxxx X. Xxxxxx By /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx, Secretary Xxxxxxx X. Xxxxxx, President
STATE OF COLORADO )
) ss.
COUNTY OF DENVER )
The forgoing instrument was acknowledged before me this 28th day of May, 1998,
by Xxxxx Xxxxx and Xxxxxx Xxxxx, President and Secretary, respectively, of
LINKS, LTD., a Wyoming corporation, and by Xxxxxxx X. Xxxxxx, President and
Secretary of WALNUT CAPITAL, INC., a Nevada corporation.
Witness my hand and official seal.
My commission expires: 3/24/2000 /s/ Xxxxxxxx X. Palem
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The name and telephone number of the person to be contacted if there is a
question about the filing of these Articles of Merger is as follows:
Xxx X. Xxxxxx (000) 000-0000
CERTIFICATE OF AMENDMENT
TO ARTICLES OF INCORPORATION OF
SANDIA HEALTHCARE CORPORATION
CHANGING ITS NAME TO
WALNUT CAPITAL, INC.
Sandia Healthcare Corporation, a corporation organized and existing
under the Nevada General Corporation Law, does hereby certify as follows:
FIRST: ARTICLE I - NAME of the Articles of Incorporation is hereby
amended to read as follows:
ARTICLE I
NAME
The name of the Corporation shall be: Walnut Capital, Inc.
SECOND: The foregoing Amendment was adopted by written unanimous
consent of the Board of Directors of the Corporation on
December 29, 1997, in accordance with the provisions of
Section 78.315.2 of the Nevada General Corporation Law.
THIRD: The foregoing Amendment was adopted by written unanimous
consent of the Stockholders of the Corporation on December
29, 1997, in accordance with the provisions of Section
78.2320.3 of the Nevada General Corporation Law.
FOURTH: Written consent has been provided in accordance with the
provisions of Section 78.320.3 of the Nevada General
Corporation Law.
IN WITNESS WHEREOF, Sandia Healthcare Corporation has caused this
Certificate of Amendment to be signed and acknowledged by its President and
Secretary this 29th day of December, 1997.
SANDIA HEATHCARE CORPORATION
(Changing its name to Walnut Capital, Inc.)
By /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx, President, Treasurer
and Secretary
STATE OF COLORADO )
) ss.
COUNTY OF DENVER )
Xxxxxxxx X. Xxxx, a Notary Public, hereby certify that on the 29th day
of December, 1997, personally appeared before me Xxxxxxx X. Xxxxxx, who being by
me first duly sworn, declared that he signed the foregoing document as both
President and Secretary of the corporation named therein and that he is above
the age of eighteen years and that the statements contained therein are true and
correct to the best of his knowledge and belief.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal.
/s/ Xxxxxxxx X. Xxxx
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Notary Public
[ S E A L ]
My Commission expires: July 21, 1998
