Exhibit 3.9
ARTICLES OF EXCHANGE
Pursuant to the provisions of Section 92A.200 of the Nevada Revised
Statutes, USM FINANCIAL SOLUTIONS, INC., a Nevada corporation, and COMMERCE
DEVELOPMENT CORPORATION, LTD., a Maryland corporation, hereby adopt the
following Articles of Exchange:
1. The Capital Stock Exchange Agreement (the "Exchange Agreement") that has been
approved by each of the parties to the exchange, in the manner prescribed by
their constituent documents, and the Maryland General Corporation Law and the
Nevada Revised Statutes, is set forth in the attached Exhibit A, which is
incorporated by reference into these Articles of Exchange as if fully set forth
herein. A copy of the executed Exchange Agreement is on file at the principal
place of business of each entity and will be provided, upon request and without
cost, to any stockholder of either of the parties to the merger.
2. The existence of USM Financial Solutions, Inc., a Nevada corporation,
will continue and the corporation's Articles of Incorporation and Bylaws
shall remain unchanged by the exchange.
3. For each of the parties to the Exchange Agreement, the number of shares
outstanding and the designation and number of outstanding shares of each class
of stock that are entitled to vote as a class on the Exchange Agreement are as
follows:
Entitled to Vote as a Class or Series
_____________________________________
Designation
Number of Class
Name of Entity Outstanding or Series Number
-------------- ----------- --------- ------
Commerce Development Corporation, Ltd. 20,815,000 Common 20,815,000
USM Financial Solutions, Inc. 2,000,000 Common 2,000,000
4. For each party to the exchange, the number of shares that voted for and
against the Exchange Agreement, and the number of shares of each class or
series that voted for and against the Exchange Agreement, is as follows:
Number of Number of Shares
Shares or or
Interests Interests
Not Entitled Entitled to
to Vote as a Vote as a
Class Class
______________ _____________________
Class
Voted Voted or Voted Voted
Name of Entity For Against Series For Against
-------------- --- ------- ------ ---------- -------
Commerce Development-
Corporation, Ltd. -0- -0- Common 20,815,000 -0-
USM Financial-
Solutions, Inc. -0- -0- Common 2,000,000 -0-
5. Commerce Development Corporation, Ltd. will be responsible for the
payment of all fees and franchise taxes required by law to be paid by USM
Financial Solutions, Inc. and USM Financial Solutions, Inc. will be
obligated to pay such fees and franchise taxes if not timely paid.
Dated: September 24, 2002
COMMERCE DEVELOPMENT CORPORATION, LTD.
By /s/ Xxxxxx X. Xxxxxx
--------------------------------
Xxxxxx X. Xxxxxx, President
USM Financial Solutions, Inc.
By /s/ Xxxxxx X. Xxxxx
-------------------------------
Xxxxxx X. Xxxxx, President
