Exhibit 3.1.2
EXHIBITS
AMERICANN, INC.
REGISTRATION STATEMENT ON FORM S-1
EXHIBIT 3.1.2
State of Delaware
Secretary of State
Division of Corporations
Delivered 11:51 AM 02/27/2014
FILED 11:51 AM 02/27/2014
SRV 140257422 - 4341319 FILE
CERTIFICATE OF OWNERSHIP AND MERGER
Nevada Health Scan, Inc.
(a Delaware Corporation)
AND
ACS Merger Corporation
(a Colorado Corporation)
UNDER SECTION 253 OF THE GENERAL CORPORATION LAW
OF THE STATE OF DELAWARE
The undersigned corporations do hereby certify:
FIRST: That the name and state of incorporation of each of the constituent corporations of the merger are as follows:
| NAME | STATE OF INCORPORATION |
| | |
| Nevada Health Scan, Inc. | Delaware |
| | |
| ACS Merger Corporation | Colorado |
SECOND: That 100% of the outstanding stock of ACS Merger Corporation is owned by Nevada Health Scan, Inc.
THIRD: That the surviving corporation of the merger is Nevada Health Scan, Inc., which will continue its existence as the surviving corporation under the name of Americann, Inc
FOURTH: That the Certificate of Incorporation of Nevada Health Scan, Inc., the surviving corporation, shall be the Certificate of Incorporation of the surviving corporation, except that Article 1 relating to the name shall be struck and shall be substituted in lieu therefore the following article:
FIRST: The name of the corporation shall be Americann, Inc.
FIFTH: That the directors of Nevada Health Scan, Inc. adopted the attached resolution by written consent on the 21st day of February 2014.
IN WITNESS WHEREOF the undersigned have executed this Certificate this 21st day of February 2014.
ATTEST: Nevada Health Scan, Inc
| | By | /s/ Jay Czarkoskiw | |
| | | Jay Czarkowski, Chief Executive Officer | |
| | | | |
| | | | |
| | ACS Merger Corporation | |
| | | | |
| | By | /s/ Jay Czarkowski | |
| | | Jay Czarkowski, President | |
Americann DE Cert of Ownership & Merger 2-27-14
