EXHIBIT 3.3(ii)
3.3(ii) Articles of Xxxxxx signed February 23, 1996
Advance Technologies, Inc. Form 10 SB
ARTICLES AND PLAN
OF
AGREEMENT OF MERGER
OF
STO MED, INCORPORATED
(a California corporation)
and
STO MED, INCORPORATED
(a Nevada corporation)
PLAN AND AGREEMENT OF MERGER entered into on February 23, 1996, by STO
MED, INCORPORATION, a California corporation, (SMI-CAL) and approved by the
shareholders in a duly noticed and constituted meeting on February 22, 1996, and
STO MED, INCORPORATED, a Nevada corporation, (SMI-NEV), and approved by the
shareholders in a duly noticed and constituted meeting on February 23, 1996.
WHEREAS, SMI-CAL, by its shareholders has determined that the domicile
of the corporation should be changed from the State of California to the State
of Nevada; and
WHEREAS, it is deemed to be in the best interest, welfare and
advantage of the said corporations, and their respective shareholders to utilize
the process of merger to effect the change of domicile; and
WHEREAS, SMI-NEV was formed for the express purpose of facilitating
the change of domicile of SMI-CAL from the state of California to the State of
Nevada;
NOW THEREFORE, in consideration of the premises and of the mutual
agreements of the parties hereto, it is hereby agreed as follows:
1. SMI-CAL and SMI-NEV shall, pursuant to California and Nevada law,
by merged with and into a single corporation, to wit, STO MED, INCORPORATED, the
Nevada corporation, which shall be the surviving corporation from and after the
effective date of the merger. The separate existence of SMI-CAL shall cease.
2. Annexed hereto and made a part hereof is a copy of the
Certificate of Incorporation and a copy of the by-laws of SMI-NEV, the Survivor,
which shall continue to be the Certificate of Incorporation and by-laws of the
surviving corporation until amended pursuant to the laws of the State of Nevada.
3. The Board of Directors of the survivor shall remain; Xxxxxxx X.
XxXxxxxx, Xxxx Xxxxxxxx and Xxxxx X. Xxx, all of whom shall hold office until
the election and qualification of their respective successors or until their
tenure is otherwise
Advance Technologies, Inc. Form 10 SB
terminated in accordance with the by-laws of SMI-NEV.
4. Each issued share of SMI-CAL shall, at the effective time of
merger, be converted into one (1) share of SMI-NEV.
5. The board of directors and the proper officers of SMI-NEV shall
be, and they hereby are authorized and empowered, and directed to do any and
all acts and things, and to execute, deliver, file and record any and all
instruments, papers and documents which shall be or may become necessary, proper
or convenient to carry out or put into effect any of the provisions of this Plan
and Agreement of Merger or of the merger herein provided for.
IN WITNESS WHEREOF, this Plan of Agreement and Merger is hereby
executed on behalf of each of the constituent corporations's parties thereto.
DATED this 23rd day of February, 1996.
STO-MED, INCORPORATED STO MED, INCORPORATED
a Nevada corporation a California corporation
/s/ Xxxxx X. Xxx /s/ Xxxxxxx X. XxXxxxxx
------------------------ -------------------------
President President
Advance Technologies, Inc. Form 10 SB
AFFIDAVIT
---------
NEVADA OF NEVADA )
) ss
COUNTY OF XXXXX )
1. Xxxxx X. Xxx, being first duly sworn, does depose and say:
That he is over the age of 21 years and competent to testify to the
following matters; that he knows of the facts contained herein of his own
personal knowledge; that on February 23, 1996, he was an director of both STO
MED, INCORPORATED, the Nevada corporation, and STO MED, INCORPORATED, the
California corporation; that at 9:00 A.M., on February 22, 1996, Sto Med,
Incorporated, the California corporation held a properly noticed meeting at 0000
Xxxxxxx Xxxx, Xxx Xxxxx, Xxxxxx; that the shareholders by majority vote agreed
to move its place of domicile from California to the State of Nevada; and to
reorganize Sun as a Nevada corporation by merging Sto Med, Incorporated, the
California corporation into the Nevada corporation; that the board of directors
had previously approved the merger; that on February 23, 1996, the directors and
shareholders of the surviving Nevada corporation, Sto Med, Incorporated, met at
the same location and unanimously agreed to the reorganization and merge with
the disappearing California corporation; that I am competent to testify to the
matters contained in this affidavit, and declare that this affidavit/declaration
was executed in Las Vegas, Nevada.
/s/ Xxxxx X. Xxx
-------------------------
Xxxxx X. Xxx
SUBSCRIBED & SWORN to before me
this 23rd day of February, 1996
/s/ Xxxxxxxxx Xxxx Xxxxxx
----------------------------------
Notary Public
[SEAL APPEARS HERE]
Advance Technologies, Inc. Form 10 SB
