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-3.5 — Certificate of Ownership and Merger
| EX-3.5 | 1st Page of 2 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
|---|
STATE OF DELAWARE SECRETARY
OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 02/23/1998
981071956 - 2778361
CERTIFICATE OF OWNERSHIP AND 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
wholly-owned 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 this
Certificate of Ownership and 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. (a) The Plan and Agreement of Merger did not require 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 A, made a part hereof and
incorporated herein by reference.
(b) The parent corporation, being the sole stockholder of the subsidiary, waived
the mailing of a copy of the Plan and Agreement of merger.
2. The merger shall be effective upon the filing of these Articles of Merger in
the states of Delaware and Nevada.
CERTIFICATE OF OWNERSHIP AND MERGER
Gemma Global, Inc. (Nevada)
and Tren Property Corp. (Delaware)
PAGE 2
IN WITNESS WHEREOF, the constituent corporations have executed this Certificate
of Ownership and 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 |
|---|
| This ‘10SB12G’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| Filed on: | | 12/13/00 | | | | | | | None on these Dates |
| List all Filings |
↑Top
Filing Submission 0001089355-00-000570 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help —
Tue., Apr. 30, 4:13:58.1am ET 