EXHIBIT 3.1
ROSS MILLER
SECRETARY OF STATE
204 NORTH CARSON STREET, SUITE 1
CARSON CITY, NEVADA 89701-4299
(775) 684-5708
WEBSITE: www.nvos.gov
ARTICLES OF MERGER
(PURSUANT TO NRS 92A.200)
PAGE 1
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ABOVE SPACE IS FOR OFFICE USE ONLY
Articles of Merger
__________________
(Pursuant to Nevada Revised Statutes Chapter 92A)
(excluding 92A.200(4b))
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 an 8 1/2" x 11" blank sheet containing the required information for
each additional entity.
Belltower Entertainment Corp.
___________________________________________________________________________
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,
Britton International Inc.
___________________________________________________________________________
Name of surviving entity
Nevada Corporation
___________________________________________________________________________
Jurisdiction Entity type*
*Corporation, non-profit corporation, limited partnership, limited-liability
company or business trust.
Filing Fee: $350.00
THIS FORM MUST BE ACCOMPANIED BY APPROPRIATE FEES.
Nevada Secretary of State 92A Merger Page 1
Revised: 7/1/08
ROSS MILLER
SECRETARY OF STATE
204 NORTH CARSON STREET, SUITE 1
CARSON CITY, NEVADA 89701-4299
(775) 684-5708
WEBSITE: www.nvos.gov
ARTICLES OF MERGER
(PURSUANT TO NRS 92A.200)
PAGE 2
USE BLACK INK ONLY - DO NOT HIGHLIGHT
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.1 90):
c/o: Savoy Financial Group, Inc.
6767 W. Tropicana Ave.
Suite 207
Las Vegas, NV 89103
3) (Choose one)
[ ] The undersigned declares that a plan of merger has been adopted by
each constituent entity (NRS 92A.200).
[X] The undersigned declares that a plan of merger has been adopted by the
parent domestic entity (NRS 92A.180).
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 an 8 1/2" x 11" blank sheet containing the
required information for each additional entity):
(a) Owners' 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;
Britton International Inc.
_______________________________________________________________________
Name of surviving entity, if applicable
THIS FORM MUST BE ACCOMPANIED BY APPROPRIATE FEES.
Nevada Secretary of State 92A Merger Page 2
Revised: 7/1/08
ROSS MILLER
SECRETARY OF STATE
204 NORTH CARSON STREET, SUITE 1
CARSON CITY, NEVADA 89701-4299
(775) 684-5708
WEBSITE: www.nvos.gov
ARTICLES OF MERGER
(PURSUANT TO NRS 92A.200)
PAGE 3
USE BLACK INK ONLY - DO NOT HIGHLIGHT
ABOVE SPACE IS FOR OFFICE USE ONLY
(b) The plan was approved by the required consent of the owners of*:
Belltower Entertainment Corp. (sole shareholder is Britton
International 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;
_______________________________________________________________________
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 owners of each business trust that is a constituent entity in the
merger.
THIS FORM MUST BE ACCOMPANIED BY APPROPRIATE FEES.
Nevada Secretary of State 92A Merger Page 3
Revised: 7/1/08
ROSS MILLER
SECRETARY OF STATE
204 NORTH CARSON STREET, SUITE 1
CARSON CITY, NEVADA 89701-4299
(775) 684-5708
WEBSITE: www.nvos.gov
ARTICLES OF MERGER
(PURSUANT TO NRS 92A.200)
PAGE 4
USE BLACK INK ONLY - DO NOT HIGHLIGHT
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 the 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.
Nevada Secretary of State 92A Merger Page 4
Revised: 7/1/08
ROSS MILLER
SECRETARY OF STATE
204 NORTH CARSON STREET, SUITE 1
CARSON CITY, NEVADA 89701-4299
(775) 684-5708
WEBSITE: www.nvos.gov
ARTICLES OF MERGER
(PURSUANT TO NRS 92A.200)
PAGE 5
USE BLACK INK ONLY - DO NOT HIGHLIGHT
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)*:
1. NAME OF THE CORPORATION: Belltower Entertainment Corp.
6) Location of Plan of Merger (check a or b):
[X] (a) The entire plan of merger is attached;
or
[ ] (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)**: September 24, 2008
* 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 eonstituent 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.
Nevada Secretary of State 92A Merger Page 5
Revised: 7/1/08
ROSS MILLER
SECRETARY OF STATE
204 NORTH CARSON STREET, SUITE 1
CARSON CITY, NEVADA 89701-4299
(775) 684-5708
WEBSITE: www.nvos.gov
ARTICLES OF MERGER
(PURSUANT TO NRS 92A.200)
PAGE 6
USE BLACK INK ONLY - DO NOT HIGHLIGHT
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 1/2" x 11" blank sheet containing the required information for each
additional entity.):
Belltower Entertainment Corp.
___________________________________________________________________________
Name of merging entity
/s/ DONALD K. BELL President Sept. 22, 2008
___________________________________________________________________________
Signature Title Date
___________________________________________________________________________
Name of merging entity
___________________________________________________________________________
Signature Title Date
___________________________________________________________________________
Name of merging entity
___________________________________________________________________________
Signature Title Date
___________________________________________________________________________
Name of merging entity
___________________________________________________________________________
Signature Title Date
Britton International Inc.
___________________________________________________________________________
Name of surviving entity
/s/ DONALD K. BELL President Sept. 22, 2008
___________________________________________________________________________
Signature Title Date
* The articles of merger must be signed by each foreign constituent entity in
the manner provided by the law governing it (NRS 92A.230). Additional
signature blocks may be added to this page 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.
Nevada Secretary of State 92A Merger Page 6
Revised: 7/1/08
AGREEMENT AND PLAN OF MERGER
between
BRITTON INTERNATIONAL INC.
and
BELLTOWER ENTERTAINMENT CORP.
Dated as of September 22, 2008
AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER as of September 22, 2008, between Britton
International Inc., a Nevada corporation ("Parent"), and Belltower Entertainment
Corp., a Nevada corporation and a direct wholly-owned subsidiary of Parent
("Sub"). Parent and Sub are hereinafter collectively referred to as the
"Constituent Corporations."
WITNESSETH:
WHEREAS, the board of directors of Parent has determined that it is
advisable and in the best interests of the respective companies and shareholders
to enter into a business combination by means of the merger of Sub with and into
Parent (the "Merger") and has approved and adopted this Agreement and Plan of
Merger (the "Agreement");
NOW, THEREFORE, in consideration of the foregoing and the representations,
warranties, covenants and agreements set forth herein, and other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, and intending to be legally bound hereby, the parties hereto
hereby agree as follows:
1. MERGER AND EFFECTIVE TIME. Effective upon the filing of the articles of
merger (the "Articles of Merger") and the effective date stated therein, entered
into concurrently herewith, with the Secretary of State of the State of Nevada
(the "Effective Time"), Sub shall be merged with and into Parent (the "Merger")
and Parent shall be the surviving corporation of the Merger (the "Surviving
Corporation").
2. EFFECT OF MERGER. At the Effective Time, the Constituent Corporations
shall merge into the Surviving Corporation and the separate existence of the
Constituent Corporations shall cease. The effect of the Merger shall be as
provided in the Nevada Revised Statutes. Without limiting the generality of the
foregoing, all rights, powers, privileges, obligations and duties of Sub shall
become the rights, powers, privileges, obligations and duties of the Surviving
Corporation.
3. NAME OF SURVIVING CORPORATION. The name of the Surviving Corporation
shall be "Belltower Entertainment Corp."
4. GOVERNING DOCUMENTS. The Articles of Incorporation of Parent, as amended
to the extent provided in the Articles of Merger, and the Bylaws of Parent, as
in effect at the Effective Time, shall continue in full force and effect as the
Articles of Incorporation and Bylaws of the Surviving Corporation until sooner
terminated or changed as permitted by the provisions of Nevada Revised Statutes,
as amended.
5. DIRECTORS AND OFFICERS. At the Effective Time, the directors and the
officers of the Surviving Corporation shall be the incumbent directors and
officers of Parent, all of whom shall hold their directorships and officers
until the election and qualification of their respective successors or until
their tenure is otherwise terminated in accordance with the Articles of
Incorporation or Bylaws of the Surviving Corporation.
6. CONVERSION OF SECURITIES AND CONSIDERATION. At the Effective Time, by
virtue of the Merger and in consideration therefor, and without any action on
the part of the Constituent Corporations or any stockholder thereof, (i) each
share of Sub Common Stock shall be cancelled, and (ii) each share of Parent's
Common Stock shall remain unchanged in the hands of the holder thereof as an
outstanding share of the Surviving Corporation.
7. REPRESENTATIONS OF PARENT. Parent represents and warrants to Sub that as
of the date of this Agreement and as of the Effective Time (a) it is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Nevada, (b) it has all requisite corporate power and authority
to enter into and perform its obligations under this Agreement and Plan of
Merger and to execute the Articles of Merger and to perform its obligations
hereunder, (c) this Agreement has been duly executed and delivered by Parent,
and has been authorized by all necessary corporate action, and constitutes the
legal, valid and binding obligations of Parent, enforceable in accordance with
its terms, and (d) the execution, delivery and performance of this Agreement
does not conflict with any provision of the Articles of Incorporation or Bylaws
of Parent.
8. REPRESENTATIONS OF ADVANCED. Sub represents and warrants to Parent that
as of the date of this Agreement and as of the Effective Time (a) it is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Nevada, (b) it has all requisite corporate power and authority
to enter into and perform its obligations under this Agreement and to perform
its obligations hereunder, (c) this Agreement has been duly executed and
delivered by Sub, and has been authorized by all necessary corporate action, and
constitutes the legal, valid and binding obligations of Sub, enforceable in
accordance with its terms, and (d) the execution, delivery and performance of
this Agreement does not conflict with any provision of the Articles of
Incorporation or Bylaws of Sub.
9. ENTIRE AGREEMENT. This Agreement sets forth the entire agreement and
understanding among the parties as to the subject matter hereof and merges and
supersedes all prior discussions, agreements and understandings of every kind
and nature among them.
10. SEVERABILITY. If any term or other provision of this Agreement is
invalid, illegal or incapable of being enforced by any rule of law, or public
policy, all other provisions of this Agreement shall nevertheless remain in full
force and effect.
11. TERMINATION AND ABANDONMENT. Prior to the Effective Time, this
Agreement may be terminated and the Merger abandoned by the Board of Directors
of Parent.
12. AMENDMENT. Prior to the Effective Time, this Agreement may be amended,
modified or supplemented by the Board of Directors of Parent.
13. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Nevada without giving effect to
principles of conflicts of law.
14. HEADINGS. The underlined headings contained in this Agreement are for
convenience of reference only, shall not be deemed to be a part of this
Agreement and shall not be referred to in connection with the construction or
interpretation of this Agreement.
15. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
BRITTON INTERNATIONAL INC.
By: /s/ DONALD K. BELL
__________________________
Name: Donald K. Bell
Title: President/Director
BELLTOWER ENTERTAINMENT CORP
By: /s/ DONALD K. BELL
__________________________
Name: Donald K. Bell
Title: President/Director