EXHIBIT 1.2
CERTIFICATE OF MERGER
OF
CATHAYONLINE INC.
a Nevada corporation
and
LAZZARA FINANCIAL ASSET RECOVERY, INC.
a Nevada corporation
The undersigned corporations, MILLENIUM PLASTICS CORPORATION, a Nevada
corporation ("COL"), and LAZZARA FINANCIAL ASSET RECOVERY, INC., a Nevada
corporation ("LFAR"), do hereby certify:
1. LFAR is a corporation duly organized and validly existing under
the laws of the State of Nevada. Articles of Incorporation were originally
filed on November 22, 1999.
2. COL is a corporation duly organized and validly existing under
the laws of the State of Nevada. Articles of Incorporation were originally
filed on September 20, 1995.
3. LFAR and COL are parties to a Merger Agreement, as amended,
pursuant to which LFAR will be merged with and into COL. Upon completion
of the merger COL will be the surviving corporation in the merger and LFAR
will be dissolved. Pursuant to the Merger Agreement the stockholders of
LFAR will receive stock in COL.
4. The Articles of Incorporation and Bylaws of COL as existing prior
to the effective date of the merger shall continue in full force as the
Articles of Incorporation and Bylaws of the surviving corporation.
5. The complete executed Agreement and Plan of Merger dated as of
January 18, 2000, which sets forth the plan of merger providing for the
merger of LFAR with and into COL is on file at the corporate offices of
COL.
6. A copy of the Merger Agreement will be furnished by COL on
request and without cost to any stockholder of any corporation which is a
party to the merger.
7. The plan of merger as set forth in the Agreement and Plan of
Merger, has been approved by a majority of the Board of Directors of LFAR
at a meeting held January 18, 2000.
8. LFAR has 5,000,000 shares of common stock issued, outstanding
and entitled to vote on the merger. At a meeting of the Shareholders of
LFAR held January 18, 2000 all 5,000,000 shares voted in favor of the
merger.
9. The plan of merger as set forth in the Agreement and Plan of
Merger, was approved by a majority of the Board of Directors of COL at a
meeting held January 18, 2000.
10. Stockholder approval of the Agreement and Plan of Merger by the
Stockholders of COL is not required pursuant to NRS 92A.130(1).
11. The manner in which the exchange of issued shares of LFAR shall
be affected is set forth in the Agreement and Plan of Merger.
IN WITNESS WHEREOF, the undersigned have executed these Certificate of
Merger this 18th day of January, 2000.
CATHAYONLINE INC. LAZZARA FINANCIAL ASSET
RECOVERY, INC.
a Nevada corporation a Nevada corporation
By/s/ Brian Ransom By/s/ Todd Ream
BRIAN RANSOM, President TODD REAM, President
By/s/ Peter Lau By/s/ Todd Ream
PETER LAU, Secretary TODD REAM, Secretary
PROVINCE OF BRITISH COLUMBIA)
) SS:
)
On Jan. 18, 2000 before me, a Notary Public, personally appeared BRIAN
RANSOM who is the President of CATHAYONLINE INC., and who is personally
known to me (or proved to me on the basis of satisfactory evidence) to be
the person whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his authorized capacities
and that, by his signatures on the instrument, the person or the entity
upon behalf of which the person acted, executed the instrument.
WITNESS my hand and official seal.
/s/ John McIntyre
________________________________
Notary Public
STATE OF NEW YORK )
) SS:
COUNTY OF NEW YORK )
On Jan 18, 2000 before me, a Notary Public, personally appeared PETER
LAU who is the Secretary of CATHAYONLINE INC., and who is personally known
to me (or proved to me on the basis of satisfactory evidence) to be the
person whose name is subscribed to the within instrument and acknowledged
to me that he executed the same in his authorized capacities and that, by
his signatures on the instrument, the person or the entity upon behalf of
which the person acted, executed the instrument.
WITNESS my hand and official seal.
/s/ William Ruffa
________________________________
Notary Public
STATE OF NEVADA )
) SS:
COUNTY OF CLARK )
On Jan 18, 2000 before me, a Notary Public, personally appeared TODD
REAM who is the President and Secretary of LAZZARA FINANCIAL ASSET
RECOVERY, INC., and who is personally known to me (or proved to me on the
basis of satisfactory evidence) to be the person whose name is subscribed
to the within instrument and acknowledged to me that he executed the same
in his authorized capacities and that, by his signatures on the instrument,
the person or the entity upon behalf of which the person acted, executed
the instrument.
WITNESS my hand and official seal.
/s/ Debra Amigone
________________________________
Notary Public