ARTICLES OF MERGER
These Articles of Merger are between Quick & Easy Software, Inc., a Nevada
corporation, and Star E Media Corp., a Nevada Corporation.
1. Quick & Easy Software, Inc. is a corporation duly organized and
existing under the laws of the State of Nevada.
2. Star E Media Corp. is a corporation duly organized and existing
under the laws of the State of Nevada.
3. A Plan of Merger was duly adopted by both Quick & Easy Software,
Inc. and Star E Media Corp. This Plan of Merger was unanimously approved by
100% of the outstanding shares of Star E Media Corp. with 10,000,000 shares
voting for approval. The corporation has 10,000,000 shares outstanding. The
Plan of Merger was approved by 83% of the outstanding shares of Quick and Easy
Software, Inc. This represented 2,000,000 shares out of 2,400,000 shares voting
for approval. The votes as set out above were sufficient for approval of the
Plan of Merger by both corporations. A copy of the Plan of Merger is attached
hereto and incorporated herein.
4. The surviving corporation shall be Quick & Easy Software, Inc., and
the Articles of Incorporation of Quick & Easy Software, Inc. are amended to read
as follows:
ARTICLE ONE
NAME
The name of the Corporation is Star E Media Corp.
ARTICLE FOUR
CAPITAL STOCK
The amount of the total authorized capital stock of this corporation is
$100,000 as 100,000,000 shares each with a par value of one mil ($0.001).
Such shares are non-assessable.
IN WITNESS WHEREOF the parties hereto have caused this agreement to be
executed this 15th day of August, 2001.
ATTEST: Quick & Easy Software, Inc.
a Nevada corporation
/s/ Xxxx X. Xxxxx /s/ Xxx X. Xxxxx
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Xxxx X. Xxxxx Xxx X. Xxxxx
Secretary President
ATTEST: Star E Media Corp.
a Nevada corporation
/s/ Xxxxxxx Xxxxxx /s/ E.G. Xxxxxxxxx
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Xxxxxxx Xxxxxx E.G. Xxxxxxxxx
Secretary President
State of Arizona )
)ss
County of Maricopa )
The foregoing instrument was acknowledged before me this _____ day of
__________, 2001, by Xxxx X. Xxxxx and Xxx X. Xxxxx.
Notary Public
State of California )
)ss
County of Orange )
The foregoing instrument was acknowledged before me this _____ day a of
__________, 2001, by E. G. Xxxxxxxxx and by Xxxxxxx Xxxxxx.
Notary Public
CONFIDENTIAL MEMORANDUM OF UNDERSTANDING RE: MERGER
This memorandum is in reference to the obligation of Quick and Easy Software and
Star E Media relative to the respective obligations of each to the other not
otherwise addressed in the Merger Agreement concurrently executed by the parties
hereto.
Upon completion of the merger Quick and Easy Software shall:
1. Transfer to Xxxx X. Xxxxxxxxxx, Attorney at Law, as escrow agent with
full stock power, one million shares of its two million free trading shares of
control stock which shall be released to parties as designated by Star E Media
(90) days after completion of the merger.
2. Assist in the completion of the merger, assignment of a new symbol and
commencement of trading; assist in stock promotion and support, as well as fund
raising efforts after completion of merger.
3. Perform such acts as necessary to complete the merger process.
Upon completion of the merger Star E Media shall:
1. Transfer to such persons as designated by Quick and Easy one million of
its ten million restricted shares of common stock.
2. Perform such acts as necessary to complete the merger process.
QUICK & EASY SOFTWARE, INC.
/s/ Xxxx X. Xxxxx signer not known
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Secretary & Director President & Director
STAR E MEDIA
/s/ Xxxxxxx Xxxxxx /s/ E. G. Xxxxxxxxx
-------------------- ----------------------
Secretary & Director President & Director
PLAN OF MERGER
This Plan of Merger (the "Agreement") is dated as of August 15, 2001, and is
between Quick & Easy Software, Inc., a Nevada corporation, (sometimes hereafter
referred to as "Q&ES") and Star E Media Corp., a Nevada Corporation, (sometimes
hereafter referred to as "Star E Media").
WHEREAS, Quick & Easy Software, Inc., is a corporation duly organized and
existing under the laws of Nevada. Q&ES maintains an office at 000 X. Xxxxx
Xxxxxx, Xxxxx #000, Xxxxxx Xxxx, Xxxxxx 00000. Star E Media, is a corporation
duly organized and existing under the laws of Nevada. Star E Media maintains an
office in Irvine, California.
WHEREAS, the authorized capitalization of Q&ES is 25,000,000 shares of
common stock with a par value of one-tenth of one cent ($0.001) per share.
There are presently 2,400,000 shares of common stock issued and outstanding as
of the date hereof.
WHEREAS, the authorized capitalization of Star E Media consists of
100,000,000 shares of $0.001 par value common stock of which 11,000,000 shares
are issued and outstanding as of the date hereof.
WHEREAS, the Board of Directors of Q&ES and Star E Media, deem it to the
benefit and advantage of each of said corporations and their respective
stockholders that Q&ES and Star E Media merge under and pursuant to the
provisions of the laws of Nevada and that the surviving corporation after the
merger be Q&ES, with the name of the surviving corporation being changed to Star
E Media Corp.
NOW, THEREFORE, in consideration of the covenants and agreements contained
herein, the parties agree as follows:
ARTICLE I
Except as herein specifically set forth, the corporate existence of Quick & Easy
Software, Inc., a Nevada Corporation, with all its purposes, powers and objects,
shall continue in effect and unimpaired by the merger, and Star E Media Corp., a
Nevada corporation shall be merged into Q&ES and Q&ES, as the corporation
surviving the merger, shall be fully vested therewith, and the separate
existence and corpo4rate organization of Star E Media cease to exist as soon as
the merger shall become effective as herein provided and thereupon Star E Media
shall be merged into and become a single corporation, to-wit, Quick & Easy
Software, Inc., a Nevada corporation (hereinafter sometimes referred to as the
"surviving corporation"). The name of the surviving corporation shall be
changed from Quick & Easy Software, Inc. to Star E Media Corp. This Agreement
shall continue in effect and the merger shall become effective only if the
Agreement is adopted by the stockholders of both of the companies involved
herein who are parties to this agreement. Upon such adoption by the
shareholders of the corporations to this agreement, the fact shall be certified
upon the agreement as required by law, and Articles of Merger filed with
the Secretary of State of Nevada. The Merger shall become effective at such
time the required Articles of Merger are filed with the state of Nevada, which
time is sometimes herein referred to as the "Effective date of the Merger."
ARTICLE II
Upon the effective date of the Merger, the Articles of Incorporation of Quick &
Easy Software, Inc. a Nevada corporation, as hereinafter amended, shall be the
Articles of Incorporation of the surviving corporation. Said Articles of
Incorporation are made a part of this Agreement and Plan of Merger with the same
force and effect as if set forth in full. Said Articles of Incorporation shall
be amended to read as follows:
ARTICLE ONE
NAME
The name of the Corporation is Star E Media Corp.
ARTICLE FOUR
CAPITAL STOCK
The amount of the total authorized capital stock of this corporation is
$100,000 as 100,000,000 shares each with a par value of one mil ($0.001). Such
shares are non-assessable.
ARTICLE III
On the effective date of the merger, the surviving corporation shall continue in
existence and, without further transfer, succeed to and possess all of the
rights, privileges, and purposes of the constituent corporation; and all of the
property, real and personal, including subscriptions to shares, causes of action
and every other asset of the constituent corporation, shall vest in the
surviving corporation without further act or deed; and the surviving corporation
shall be liable for all of the liabilities, obligations and penalties of the
constituent corporation. No liability or obligation due or to become due, claim
or demand for any cause existing against either corporation, or any stockholder,
officer, director or employee thereof, shall be released or impaired by such
merger. No action or proceeding, whether civil or criminal, then pending by or
against the constituent corporation or any stockholder, officer, director or
employee thereof shall xxxxx or be discontinued by such merger, but may be
enforced, prosecuted, defended, settled or compromised as if such merger had not
occurred or the surviving corporation may be substituted in any action or
proceeding in place of any constituent corporation.
If at any time the surviving corporation shall consider or be advised that any
further assignment, conveyances or assurances in law are necessary or desirable
to vest, perfect or confirm of record in the surviving corporation the title to
any property or rights of the constituent corporation or otherwise to carry out
the provisions hereof, the proper officers and directors of the constituent
corporation, as of the effective date of the merger, shall execute and deliver
any and all proper deeds, assignments and assurances in law, and do all things
necessary or proper to vest, perfect or confirm title to such property or rights
in the surviving corporation, and
otherwise to carry out the provisions hereof.
ARTICLE IV
The total number of shares of stock which the surviving company shall have
authority to issue shall be 100,000,000 shares of common stock, with a par value
of one-tenth of one cent ($0.001) per share, in accordance with the Articles of
Incorporation as amended by the Articles of Merger when filed with the Nevada
Secretary of State.
ARTICLE V
Upon the effective date of the merger, each issued and outstanding share of
common stock of Star E Media Corp. shall be and become converted into one shares
of fully paid and nonassessable common stock $0.001 par value, of the surviving
corporation. Upon the surrender of such certificate to the transfer agent of
the surviving corporation, the transferee or other holder of the certificates
surrendered shall receive in exchange therefore, a certificate or certificates
of the surviving corporation. They will receive a total of 11,000,000 shares of
the common stock of the surviving corporation. The said 11,000,000 shares will
be restricted shares in that they will not be freely tradable and will be issued
and held for investment purposes only and not with a view to the resale or other
distribution thereof. The shareholders of Star E Media, by approving this
agreement, represents and warrants that all of the shareholders of Star E Media
who will receive the shares pursuant to this agreement, will hold said shares
for investment purposes only and not with a view to the resale or other
distribution thereof, and that they will have no intention of selling,
transferring, hypothecating, or otherwise disposing of any or all of such shares
at any particular time, for any particular price or upon the happening of any
particular event. In issuing said shares the surviving corporation will be
relying upon the truth and accuracy of these covenants, warranties, and
representations in issuing said common stock to the shareholders of Star E Media
without first registering the same under the Securities Act of 1933, as amended.
It is understood that the management of Star E Media will obtain from each
shareholder an Investment Letter that so states the above, and also states that
the Star E Media shareholders know that the shares of stock they will receive
will be "Restricted", and that such shares will bear a legend restricting their
transferability. Each certificate will on its face have a legend in
substantially the following form:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 (THE "ACT") AND ARE "RESTRICTED SECURITIES" AS THAT TERM
IS DEFINED IN RULE 144 UNDER THE ACT. THE SHARES MAY NOT BE OFFERED FOR SALE,
SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE
COMPANY.
If this agreement is approved and becomes effective, there will be a total of
13,400,000 shares issued and outstanding
ARTICLE VI
The officers and directors of Q&ES at the effective date of the merger shall be
as follows:
Xxxxxxx Xxxxxx Chairman, Director & Co-Chief Executive Officer
Xxxxxx Xxxxxx Co-Chief Executive Officer & Director
E.G. (Gene) Xxxxxxxxx President, Chief Operations Officer & Director
Xxxxx Xxxxxxxx Director
Xxxx Xxxx Director
If after the effective date of the merger, a vacancy shall exist in the board of
directors of the surviving corporation, or in any of the offices specified
above, such vacancy may be filled in the manner provided in the Bylaws of the
surviving corporation.
ARTICLE VII
All corporate acts, plans, policies, approvals and authorizations of each of
the parties to this agreement, or their stockholders, boards of directors,
committees elected or appointed by the board of directors, officers and agents,
which were valid and effective immediately prior to the effective date of the
merger, shall be taken for all purposes as the acts, plans, policies, approvals
and authorizations of the surviving corporation, and shall be as effective and
binding thereon as they were on each of the corporations. It is intended that
the transaction described herein qualifies as a reorganization within the
definitions of the Internal Revenue Code, as amended.
ARTICLE VIII
This Agreement of Merger shall be submitted to the stockholders of each of the
corporations involved as provided by the applicable laws of the State of Nevada.
There shall be required for the adoption of this Agreement the affirmative vote
of the holders of at least a majority of the capital stock outstanding of
each of the corporations that are a party to this agreement. In addition,
consummation of the merger shall be subject to obtaining any consents or
approvals determined by the respective Boards of Directors of the Corporations
to be necessary to effect such merger.
ARTICLE IX
The surviving corporation hereby agrees that it may be served with process in
the State of Nevada in any proceeding for enforcement of any obligation of any
of the corporations that are a party to this agreement.
ARTICLE X
This Agreement and the merger may be terminated and abandoned by resolutions of
the Boards of Directors of the corporations involved prior to the merger
becoming effective. In the event of the termination and the abandonment of the
Agreement and the merger pursuant to the foregoing provisions of this agreement,
this Agreement shall become void and of no further effect without any liability
on the part of either of the constituent corporations or its stockholders or the
directors or officers in respect thereof.
ARTICLE XI
This Agreement and Plan of Merger may be executed in counterparts, each of which
when so executed shall be deemed to be an original, and such counter parts shall
together constitute but one and the same instrument.
ARTICLE XII
Between the date of this Agreement and the effective date, none of the
constituent corporations shall:
(a) Declare or pay dividends to its stockholders.
(b) Except in the normal course of business and for adequate value,
dispose of any of its assets.
(c) Issue any additional stock.
Upon the Effective Date of the Merger, all right title and interest in and to
the software program owned by Q&ES and referred to by the name of "SpeeDex"
shall be transferred to Xxxx X. Xxxxx. Said transfer shall include all
technology and software, and all copyright rights, trademark rights, and patent
rights, whether or not filed for. The transfer shall also include the name
"SpeeDex". These assets, as described herein shall be referred to as The
SpeeDex Assets. Filing the Articles of Merger with the Nevada Secretary of
State shall complete the transfer of The SpeeDex Assets to Xxxx X. Xxxxx.
ARTICLE XIII
1. Each of the parties to this agreement shall pay their own expenses, costs
and attorney's fees incident to the preparation of this agreement and to the
consummation of the transactions contemplated herein.
2. The validity, interpretation and performance of this agreement shall be
controlled and construed under the laws of the State of Nevada.
3. Any assignment of this agreement or the rights of any of the parties
hereunder, without the written consent of the other parties shall be void.
4. Prior to the effective date of the merger, each of the corporations will
carry on its business in substantially the same manner in which such business
has been conducted heretofore.
5. Each of the corporations involved herein will, at all reasonable times,
allow the officers, attorneys, accountants, or other authorized representatives
of the other involved corporation, from the date hereof until the effective
date, to have free and full access to all of the properties, books, offices,
accounts, contracts, and records of every kind in order that each corporation
shall have full opportunity to make such investigation as it shall desire to
keep itself fully informed with respect to the affairs of the other
corporations.
IN WITNESS WHEREOF the parties hereto have caused this agreement to be
executed, all as of the day and year first above written.
ATTEST: QUICK & EASY SOFTWARE, INC.
a Nevada corporation.
/s/ Xxxx X. Xxxxx /s/ Xxx X Xxxxx
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Secretary & Director President & Director
ATTEST: STAR E MEDIA CORP.
a Nevada corporation
Secretary & Director President & Director
