EXHIBIT 1.1
Articles and Plan of Merger
ARTICLES OF MERGER
OF
SECURED FINANCIAL NETWORK, INC.
A Nevada corporation
Into
12 TO 20 PLUS, INC.
A Nevada corporation
Pursuant to N.R.S. 92A.190, the undersigned corporations, by and through the
undersigned officers, hereby set forth the following Articles of Merger:
1. Filed simultaneously with these Articles of Merger is the Plan of
Merger (set forth on Exhibit A attached hereto and incorporated herein
by this reference), which has been adopted by 12 TO 20 PLUS, INC. (the
Surviving Corporation) and SECURED FINANCIAL NETWORK, INC. (the
Disappearing Corporation).
2. Effective upon the consummation of this merger the Surviving
Corporation will change its name to that of the Disappearing
Corporation and henceforth 12 TO 20 PLUS, INC. will become known as
"SECURED FINANCIAL NETWORK, INC."
3. The address of the known place of business of the Surviving
Corporation is 7951 SW 6th Street, Suite 210, Plantation, Florida
33024.
4. The name and address of the statutory agent of the Surviving
Corporation is Maralyn Shane, 1317 Pauline Way, Las Vegas, Nevada
89104.
5. A majority of the issued and outstanding shares of common stock of the
Disappearing Corporation held by its shareholders voted in person or
by proxy for the Plan of Merger. A majority of the issued and
outstanding shares of the Surviving Corporation held by its
shareholders voted in person or by proxy for the Plan of Merger. A
majority vote of the shareholders of the Surviving Corporation and the
Disappearing Corporation is sufficient to approve the merger.
6. The effective date of the merger shall be the date these Articles and
Plan of Merger are filed with the Office of the
Secretary of State of Nevada.
IN WITNESS WHEREOF. The undersigned have hereunto set their hands as of this
13th day of December, 2004.
"Surviving Corporation" "Disappearing Corporation"
12 TO 20 PLUS, INC. SECURED FINANCIAL NETWORK, INC.
a Nevada corporation a Nevada corporation
By: /s/ Carol Slavin By: /s/ Jeffrey L. Schultz
-------------------- --------------------------
Carol Slavin Jeffrey L. Schultz
Its: President Its: President
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EXHIBIT A
PLAN OF MERGER
Pursuant to N.R.S. Chapter. 92A, as of December 13, 2004, Secured Financial
Network, Inc., a Nevada corporation (the "Disappearing Corporation") and 12 to
20 Plus, Inc., a Nevada Corporation (the "Surviving Corporation") adopted a Plan
of Merger as set forth below:
1. On the Effective Date set forth in the Articles of Merger, the Disappearing
Corporation shall be merged into the Surviving Corporation and the
Disappearing Corporation's separate existence shall cease. The Surviving
Corporation shall continue its corporate existence under the laws of the
State of Nevada and shall continue to operate under the name of "Secured
Financial Network, Inc.", and the Surviving Corporation shall possess all
the rights, privileges, immunities and franchises, of a public as well as
private nature, of each of the parties to the merger; and all property,
real, personal or mixed, and all debts due on whatever account, including
subscriptions for shares, and all other choses in action, and all and every
other interest of or belongs to or due to each of the parties to the merger
shall be taken and deemed to be transferred to and vested in the Surviving
Corporation without further act or deed; and the title to any real estate,
or any interest therein, vested in either party to the merger shall not
revert or be in any way impaired by reason of such merger; and Surviving
Corporation shall thenceforth be responsible and liable for all the
liabilities and obligations of each party to the merger, and any claim
existing or action or proceeding pending by or against either entity may be
prosecuted as if such merger had not taken place, or the Surviving
Corporation may be substituted in its place, and neither the rights of
creditors nor any liens upon the property of either party shall be impaired
by the merger.
2. On or before the Effective Date, the Articles of Merger shall be filed with
the Nevada Secretary of State, in the form and manner required by the laws
of the State of Nevada.
3. After the Effective Date, the parties shall give effect to the merger as
though the merger had taken place on the Effective Date, to the extent
permitted by law and not inconsistent with the specific terms of the Plan
of Merger.
4. The Articles of Incorporation of the Surviving Corporation, as in effect
immediately prior to the Effective Date shall be the Articles of
Incorporation of the Surviving Corporation, as amended by the Articles of
Merger.
5. The Bylaws of the Surviving Corporation, as in effect immediately prior to
the Effective Date, shall be the Bylaws of the Surviving Corporation until
thereafter amended as provided by law.
6. Upon the Effective Date, the officers and directors of the Surviving
Corporation shall resign their positions and the directors and officers of
the Disappearing Corporation immediately prior to the Effective Date shall
serve as the directors and officers of the Surviving Corporation; to serve
until the next annual meeting of the shareholders of the Surviving
Corporation.
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Exhibit A - Plan of Merger - continued
7. The manner of converting or exchanging the common shares of each of the
parties to the merger shall be as follows:
(a) Each share of the Surviving Corporation common stock issued and
outstanding at the Effective Date shall by virtue of the merger, without
any action on the part of the holder thereof, remain one share of common
stock of the Surviving Corporation.
(c) Each share of the Disappearing Corporation issued and outstanding
at the Effective Date shall by virtue of the merger, without action on the
part of the holder thereof, be automatically converted on a one-for-one
basis into an aggregate of 15,750,000 shares of common stock of the
Surviving Corporation.
8. This Plan of Merger shall be binding upon and shall inure to the benefit of
the parties hereto and their respective successors and assigns.
9. This Plan of Merger shall be construed and interpreted in accordance with
the laws of the State of Nevada.
IN WITNESS WHEREOF, this Plan of Merger has been executed this 13th day of
December by the duly authorized officers pursuant to the authority of the
shareholders of the Surviving Corporation and the Disappearing Corporation.
"SURVIVING CORPORATION"
12 TO 20 PLUS, INC., a Nevada corporation
By: Carol Slavin
- -----------------
Carol Slavin Its: President
"DISAPPEARING CORPORATION"
SECURED FINANCIAL NETWORK, INC., a Nevada corporation
By:/s/ Jeffrey L. Schultz
- -------------------------
Jeffery L. Schultz Its: President
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