Registration of Securities of a Small-Business Issuer — Form 10-SB
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10SB12G Registration Statement 56 243K
2: EX-3.1 Certificate of Incorporation 2± 14K
11: EX-3.10 Certificate of Incorporation 4 15K
12: EX-3.11 Articles of Incorporation of Global Group Intl. 7 27K
13: EX-3.12 Certificate of Designation, Powers, Prefs and Rts 9 32K
14: EX-3.13 Articles of Amendment -- Pioneer2000 2 15K
15: EX-3.14 Articles of Merger 3 20K
16: EX-3.15 Certificate of Merger 5 22K
17: EX-3.16 Bylaws of the Registrant 15 48K
3: EX-3.2 Articles of Incorporation of Gemma Global, Inc. 3 17K
4: EX-3.3 Reorganization Agreement 5 23K
5: EX-3.4 Certificate of Amendment to Certificate of Inc. 4 20K
6: EX-3.5 Certificate of Ownership and Merger 2 14K
7: EX-3.6 Articles/Certificate of Merger 2 16K
8: EX-3.7 Articles of Incorporation of Gemma Global, Inc. 6 26K
9: EX-3.8 Articles/Certificate of Merger 3 19K
10: EX-3.9 Articles of Amendment to the Articles of Inc. 4 20K
18: EX-4.1 Subordinated Capital Note, Sample Copy 7 34K
19: EX-4.2 Promissory Note 3 22K
20: EX-10.1 Indemnification Agreement With Ed Litwak 8 39K
29: EX-10.10 Assignment of License Agreements 1 11K
30: EX-10.11 Assignment of License 1 12K
21: EX-10.2 Indemnification Agreement With Nicolas Lagano, Jr. 8 39K
22: EX-10.3 Indemnification Agreement With Carol Conners 8 39K
23: EX-10.4 Indemnification Agreement With Michael Haynes 8 39K
24: EX-10.5 Indemnification Agreement With Don Parsons 8 38K
25: EX-10.6 Indemnification Agreement With Dennis Murphy 8 38K
26: EX-10.7 Indemnification Agreement With Edwin Rue 8 38K
27: EX-10.8 License Agreement With Jennifer Gucci 9 41K
28: EX-10.9 License Agreement With Gemma Gucci 9 42K
31: EX-23.1 Accountant's Consent 1 9K
32: EX-27 Financial Data Schedule 1 14K
EX-3.6 — Articles/Certificate of Merger
| EX-3.6 | 1st Page of 2 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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Receipt No. FY9800044279
CSC
02/06/1998 195.00
RECD BY KR ($125)
FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
MAR 04,1998
No. C15693-97
DEAN HELLER, SECRETARY OF STATE
ARTICLES/CERTIFICATE OF MERGER'
GEMMA GLOBAL, INC.
(a Nevada corporation)
AND
TREN PROPERTY CORP.
(a Delaware corporation)
The undersigned corporations, desiring to merge the business and assets of a
subsidiary Nevada corporation, Gemma Global, Inc., as the merging corporation,
into a parent Delaware corporation, Tren Property, Inc., as the surviving
corporation, hereby sign, seal, and present for filing these
Articles/Certificate of Merger as required by the respective corporate laws of
Delaware and Nevada, as follows:
1. The names of the constituent corporations are:
Merging Corporation,
Gemma Global; Inc., a Nevada corporation, which is the wholly owned
subsidiary of Tren Property Corp., the surviving corporation
Surviving Corporation:
Tren Property Corp., a Delaware corporation, which is the parent of
Gemma Global, Inc., the merging corporation
2. The address of both corporations is: 12868 Via Latina Del Mar, California
92014.
3. The Plan and Agreement of Merger of the constituent corporations is attached
hereto, as Exhibit A, made a part hereof, and incorporated herein by reference.
4. (a) The Plan and Agreement of Merger did not inquire approval by the
stockholders of either corporation as this is the merger of a wholly-owned
subsidiary into a parent corporation. It was approved by the Boards of Directors
of the respective corporations; a copy of the adoption by the Board of Directors
of Tren Property Corp. is attached hereto, as Exhibit B, made a part hereof and
incorporated herein by reference. A copy of the Plan and Agreement of Merger is
on file at the principal place of business of the surviving corporation and a
copy thereof will be furnished by said surviving corporation to any stockholder
of either constituent corporation.
(b) The parent corporation, being the sole stockholder of the subsidiary, waived
the mailing of a copy of the Plan and Agreement of Merger.
ARTICLES/CERTIFICATE OF MERGER
Gemma Global, Inc. (Nevada) and Tren Property Corp.
(Delaware) PAGE 2
5. The merger shall be effective upon the filing of these Articles of Merger in
the states of Delaware and Nevada, as the date of the last filing in either
state.
6. The surviving corporation agrees that it may be served with process in the
State of Delaware in any proceeding for enforcement of any obligation of the
merging corporation, or of any obligation of the surviving corporation arising
from the merger, including any suit or other proceeding to enforce the right of
any stockholders in any appraisal proceedings. The surviving corporation
irrevocably appoints the Secretary of State of Delaware as its agent to accept
service of process and to send it to: 12868 Via Latina Del Mar, California 92014
IN WITNESS WHEREOF, the constituent corporations have executed these
Articles/Certificate of Merger this 23rd day of January, 1998.
TREN PROPERTY CORP.
ATTEST:
By: /s/ Edward E. Litwak
-----------------------------
Edward E. Litwak, President
/s/ Edward Litwak
-----------------
Secretary
GEMMA GLOBAL, INC.
ATTEST:
By: /s/ Edward E. Litwak
-----------------------------
Edward E. Litwak, President
/s/ Edward Litwak
-----------------
Secretary
Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
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| This ‘10SB12G’ Filing | | Date | | First | | Last | | | Other Filings |
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| Filed on: | | 12/13/00 | | | | | | | None on these Dates |
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