SEAL | Dean Heller Secretary of State 204 North Carson Street, Ste 1 Carson City, Nevada 89701-4299 (775) 684-5708 Website: secretaryofstate.biz |
|
|
|
|
|
| Filed in the office of /s/ Ross Miller Ross Miller Secretary of State State of Nevada | Document number 20080127662-64 |
|
|
| Filing Date and Time 02/26/2008 9:30AM | |
|
|
| Entity Number E0388892006-2 | |
Articles of Merger (PURSUANT TO NRS 92A.200) Page 1 |
|
| ||
|
|
|
|
|
Important: Read attached instructions before completing form. |
| ABOVE SPACE IS FOR OFFICE USE ONLY | ||
(Pursuant to Nevada Revised Statutes Chapter 92A)
(excluding 92A.200(4b))
SUBMIT IN DUPLICATE
1) Name and jurisdiction of organization of each constituent entity (NRS 92A.200). If there are more than four merging entities, check box £ and attach and 8 ½ “ x 11” blank sheet containing the required information for each additional entity. | ||
| ||
PackItGreen Holdings, Inc. | ||
Name of merging entity | ||
Nevada |
| Corporation |
Jurisdiction | Entity type* | |
| ||
Name of merging entity |
| |
|
|
|
Jurisdiction | Entity type* | |
| ||
Name of merging entity |
| |
|
|
|
Jurisdiction | Entity type* | |
| ||
Name of merging entity |
| |
|
|
|
Jurisdiction | Entity type* | |
|
| |
and, |
| |
JPG Associates, Inc. | ||
Name of surviving entity |
| |
Nevada |
| Corporation |
Jurisdiction | Entity type* | |
* Corporation, non-profit corporation, limited partnership, limited-liability company or business trust.
This form must be accompanied by appropriate fees. See attached fee schedule
Nevada Secretary of State AM Merger 2003
Revised on: 10/24/03
NV025 – 10/18/2004 C T Systems Online
SEAL | Dean Heller Secretary of State 204 North Carson Street, Ste 1 Carson City, Nevada 89701-4299 (775) 684-5708 Website: secretaryofstate.biz |
|
|
|
|
|
|
|
|
Articles of Merger (PURSUANT TO NRS 92A.200) Page 2 |
|
| ||
|
|
|
|
|
Important: Read attached instructions before completing form. |
| ABOVE SPACE IS FOR OFFICE USE ONLY | ||
2) Forwarding address where copies of process may be sent by the Secretary of State of Nevada (if a foreign entity is the survivor in the merger – NRS 92A.190): | |||
Attn: | Stan Harper | ||
|
|
| |
c/o: | 3420 Ocean Park Boulevard, Suite 3000 | ||
| Santa Monica, CA 90405 | ||
3) (Choose One) |
|
| |
S | The undersigned declares that a plan of merger has been adopted by each constituent entity (NRS 92A.200). | ||
£ | The undersigned declares that a plan of merger has been adopted by the parent domestic entity (NRS 92A.200). | ||
|
|
| |
4) Owner’s approval (NRS 92A.200) (options a, b, or c must be used, as applicable, for each entity)(if there are more than four merging entities, check box £ and attach and 8 ½ “ x 11” blank sheet containing the required information for each additional entity): | |||
|
| ||
(a) Owner’s approval was not required from |
| ||
|
| ||
|
| ||
| Name of merging entity, if applicable | ||
|
| ||
|
| ||
| Name of merging entity, if applicable | ||
|
| ||
|
| ||
| Name of merging entity, if applicable | ||
|
| ||
|
| ||
| Name of merging entity, if applicable | ||
|
| ||
| and, or, | ||
|
| ||
| Name of surviving entity, if applicable | ||
This form must be accompanied by appropriate fees. See attached fee schedule
Nevada Secretary of State AM Merger 2003
Revised on: 10/24/03
NV025 – 10/18/2004 C T Systems Online
SEAL | Dean Heller Secretary of State 204 North Carson Street, Ste 1 Carson City, Nevada 89701-4299 (775) 684-5708 Website: secretaryofstate.biz |
|
|
|
|
|
|
|
|
Articles of Merger (PURSUANT TO NRS 92A.200) Page 3 |
|
| ||
|
|
|
|
|
Important: Read attached instructions before completing form. |
| ABOVE SPACE IS FOR OFFICE USE ONLY | ||
(b) The plan was approved by the required consent of the owners of*: | |
|
|
| PackItGreen Holdings, Inc. |
| Name of merging entity, if applicable |
|
|
|
|
| Name of merging entity, if applicable |
|
|
|
|
| Name of merging entity, if applicable |
|
|
|
|
| Name of merging entity, if applicable |
|
|
| and, or, |
| JPG Associates, Inc. |
| Name of surviving entity, if applicable |
* Unless otherwise provided in the certificate of trust or governing instrument of a business trust, a merger must be approved by all the trustees and beneficial owner of each business trust that is constituent entity in the merger.
This form must be accompanied by appropriate fees. See attached fee schedule
Nevada Secretary of State AM Merger 2003
Revised on: 10/24/03
NV025 – 10/18/2004 C T Systems Online
SEAL | Dean Heller Secretary of State 204 North Carson Street, Ste 1 Carson City, Nevada 89701-4299 (775) 684-5708 Website: secretaryofstate.biz |
|
|
|
|
|
|
|
|
Articles of Merger (PURSUANT TO NRS 92A.200) Page 4 |
|
| ||
|
|
|
|
|
Important: Read attached instructions before completing form. |
| ABOVE SPACE IS FOR OFFICE USE ONLY | ||
(c) Approval of plan of merger for Nevada non-profit corporation (NRS 92A.160): | |
| The plan of merger has been approved by all directors of the corporation and by each public officer or other person whose approval of the plan of merger is required by the articles of incorporation of the domestic corporation. |
|
|
|
|
| Name of merging entity, if applicable |
|
|
|
|
| Name of merging entity, if applicable |
|
|
|
|
| Name of merging entity, if applicable |
|
|
|
|
| Name of merging entity, if applicable |
|
|
| and, or, |
|
|
| Name of surviving entity, if applicable |
This form must be accompanied by appropriate fees. See attached fee schedule
Nevada Secretary of State AM Merger 2003
Revised on: 10/24/03
NV025 – 10/18/2004 C T Systems Online
SEAL | Dean Heller Secretary of State 204 North Carson Street, Ste 1 Carson City, Nevada 89701-4299 (775) 684-5708 Website: secretaryofstate.biz |
|
|
|
|
|
|
|
|
Articles of Merger (PURSUANT TO NRS 92A.200) Page 5 |
|
| ||
|
|
|
|
|
Important: Read attached instructions before completing form. |
| ABOVE SPACE IS FOR OFFICE USE ONLY | ||
5) Amendments, if any, to the articles or certificate of the surviving entity. Provide article numbers, if available. (NRS 92A.200)*: | ||||
| ||||
“The name of the surviving entity shall be changed to PackItGreen Holdings Corp.” | ||||
| ||||
| ||||
| ||||
| ||||
| ||||
|
|
| ||
|
| |||
6) Location of Plan of Merger (check a or b): |
| |||
|
| |||
£ | (a) The entire plan of merger is attached: | |||
or, |
| |||
S | (b) The entire plan of merger is on file at the registered office of the surviving corporation, limited-liability company or business trust, or at the records office address if a limited partnership, or other place of business of the surviving entity (NRS 92A.200). | |||
|
|
| ||
|
|
| ||
7) Effective date (optional)**: |
| |||
* Amended and restated articles may be attached as an exhibit or integrated into the articles of merger. Please entitle them “Restated” or “Amended and Restated,” accordingly. The form to accompany restated articles prescribed by the secretary of state must accompany the amended and/or restated articles. Pursuant to NRS 92A.180 (merger of subsidiary into parent – Nevada parent owning 90% or more of subsidiary), the articles of merger may not contain amendments to the constituent documents of the surviving entity except that the name of the surviving entity may be changed.
** A merger takes effect upon filing the articles of merger or upon a later date as specified in the articles, which must not be more than 90 days after the articles are filed (NRS 92A.240).
This form must be accompanied by appropriate fees. See attached fee schedule
Nevada Secretary of State AM Merger 2003
Revised on: 10/24/03
NV025 – 10/18/2004 C T Systems Online
SEAL | Dean Heller Secretary of State 204 North Carson Street, Ste 1 Carson City, Nevada 89701-4299 (775) 684-5708 Website: secretaryofstate.biz |
|
|
|
|
|
|
|
|
Articles of Merger (PURSUANT TO NRS 92A.200) Page 6 |
|
| ||
|
|
|
|
|
Important: Read attached instructions before completing form. |
| ABOVE SPACE IS FOR OFFICE USE ONLY | ||
8) Signatures – Must be signed by: An officer of each Nevada corporation; All general partners of each Nevada limited partnership; All general partners of each Nevada limited partnership; A manager of each Nevada limited-liability company with managers or all the members if there are no managers; A trustee of each Nevada business trust (NRS 92A.230)* (If there are more than four merging entities, check box £ and attach an 8 ½ x 11” blank sheet containing the required information for each additional entity.): | |||
|
| ||
PackItGreen Holdings, Inc. | |||
Name of merging entity |
|
| |
/s/ Stan Harper | President |
| 2/22/2008 |
Signature | Title | Date | |
|
|
| |
Name of merging entity |
|
| |
|
|
|
|
Signature | Title | Date | |
|
|
| |
Name of merging entity |
|
| |
|
|
|
|
Signature | Title | Date | |
JPG Associates, Inc. | |||
Name of surviving entity |
|
| |
/s/ Stan Harper | President |
| 2/22/2008 |
Signature | Title | Date | |
* The articles of merger must be signed by each foreign constituent entity in the manner provided by law governing it (NRS 92A.230). Additional signature blocks may be added to this pages or as an attachment, as needed.
IMPORTANT: Failure to include any of the above information and submit the proper fees may cause this filing to be rejected.
This form must be accompanied by appropriate fees. See attached fee schedule
Nevada Secretary of State AM Merger 2003
Revised on: 10/24/03
NV025 – 10/18/2004 C T Systems Online
