FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
NOV 12, 1992
ARTICLES OF MERGER
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MEDGAIN INTERNATIONAL CORPORATION
(a Nevada corporation)
into
NATIONAL HEALTH & SAFETY CORPORATION
(a Nevada corporation)
(the surviving corporation)
The undersigned, for the purpose of effecting a merger of two Nevada
corporations pursuant to the laws of the State of Nevada, do hereby declare and
certify that the facts stated herein are true:
ARTICLE I
OUTLINE OF MERGER
1.01 National Health & Safety Corporation was formed as a Nevada
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corporation on August 26, 1986, by filing with the Secretary of State under the
name P.R. Stocks, Inc. The name was changed by amendment to National Health &
Safety Corporation on February 26, 1992.
1.02 MedGain International Corporation was formed as a Nevada
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corporation on August 17, 1992, by filing with the Secretary of State.
1.03 Surviving Corporation. The surviving corporation in this merger is
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National Health & Safety Corporation.
1.04 Approval of Stockholders. That the approval of the Plan of Merger
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by the stockholders of the respective corporations is not required by the
articles of incorporations or the by-laws of either corporation. Nevertheless,
National Health & Safety Corporation held a duly noticed meeting on September
23, 1992, at the hour of 9:00 A.M., at which there were 155,811 shares
represented by shareholders present or by proxy out of total of 214,412 issued
and outstanding. The proposal to merge MedGain International Corporation into
National Health & Safety Corporation and change the name of the latter to
MedGain International Corporation was presented to the shareholders and was
approved with 154,611 shares being voted in favor, 1,200 shares abstaining, and
no shares being voted in opposition.
1.05 Approval of Directors. That the plan of Merger has been duly
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adopted by the respective boards of directors of each of the two corporations.
1.06 Plan of Merger. The entire plan of merger, duly executed, is on
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file for examination or inspection at the registered office of the surviving
corporation, or, in the alternative, a copy of said plan will be furnished upon
request and without cost to stockholders.
ARTICLE II
NAME
Article I of the Articles of Incorporation of National Health & Safety
Corporation, as amended, are further amended to change the name of the
corporation to:
MedGain International Corporation
ARTICLE III
EFFECTIVE DATE OF MERGER
The merger of the corporations as set out herein shall take effect upon
filing of these Articles of Merger with the Secretary of State for the State of
Nevada.
IN WITNESS WHEREOF, we have hereunto set out hands this 16th day of
October, 1992.
NATIONAL HEALTH & SAFETY CORPORATION
(A Nevada Corporation)
/s/ John T. Bauman
____________________________
John T. Bauman, President
/s/ James Katzaroff
____________________________
James Katzaroff, Secretary
STATE OF CALIFORNIA )
COUNTY OF ORANGE ) ss.
On this 16th day of October, 1992, personally appeared before me a Notary
Public, John T. Bauman, who acknowledged to me that he executed the foregoing
document.
/s/ Sue Allard
_________________
Notary Public
STATE OF WASHINGTON )
COUNTY OF BEUTON ) ss.
On this 22nd day of October, 1992, personally appeared before me, a Notary
Public, James Kataroff, who acknowledged to me that he executed the foregoing
document.
/s/ Kelly M.Cox
__________________
Notary Public