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-3.15 — Certificate of Merger
| EX-3.15 | 1st Page of 5 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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F991230000681
CERTIFICATE OF MERGER
OF
CAVALCADE OF SPORTS NETWORK, INC.
AND
CAVALCADE OF SPORTS MEDIA, INC.
INTO
CAVALCADE OF SPORTS MEDIA, INC.
Under Section 907 of the Business Corporation Law
STATE OF NEW YORK
DEPARTMENT OF STATE
FILED DEC 30 1999
TAX $
BY.
Filed by:
FOX LAW OFFICES P.A.
PO BOX 1097
PECOS, NM 87552
CERTIFICATE OF MERGER
of
CAVALCADE OF SPORTS NETWORK, INC.
into
CAVALCADE OF SPORTS MEDIA, INC.
Under Section 907 of the Business Corporation Law
The undersigned corporations, desiring to merge the business and assets of a
wholly-owned subsidiary New York corporation, Cavalcade of Sports Network, Inc.,
as the 'merging corporation, into a parent Nevada corporation, Cavalcade of
Sports Media, Inc., as the surviving corporation, hereby sign, seal, and present
for filing this Certificate of Merger as required by Section 907 of the Business
Corporation Law of New York, as follows:
1. The names and addresses of the constituent corporations are:
Merging Corporation:
Cavalcade of Sports Network, Inc., a New York corporation which
is the wholly-owned subsidiary of Cavalcade of Sports Media,
Inc., the surviving corporation
The address of the merging corporation is:
79 Robin Road
Staten Island, New York 10305
Surviving Corporation:
Cavalcade of Sports Media, Inc., Nevada corporation, which is the
parent of Cavalcade of Sports Network, Inc., the merging
corporation
The address of the surviving corporation is:
12868 Via Latina
Del Mar, California 92014
2. (a) For the merging New York corporation, the merger was effected in
compliance with Section 905 of the New York Business Law and:
(i) the name of the corporation to be merged is Cavalcade of Sports
Network, Inc. and the name of the surviving corporation is Cavalcade of Sports
Media, Inc. The name of the surviving corporation has been successively changed
from its original name of Tren Property Corp. (Delaware) to Gemma Global, Inc.
(Delaware) to Gemma Global, Inc. (Nevada) to Pioneer2000, Inc. (Nevada) to its
current name of Cavalcade of Sports Media, Inc.
(ii) the designation and number of the outstanding shares of each class of
the corporation to be merged is 200 shares of Common Stock with no par value,
all of which are owned by the surviving corporation.
(iii) the parent corporation is the surviving corporation. and
(iv) there are no amendments to the certificate of
1
incorporation of the surviving corporation.
3. The merger shall be effective upon the filing of this Certificate of merger.
4. The surviving Nevada corporation wholly owns the merging New York corporation
and therefore there were. no other holders of shares to receive a copy of the
Plan and Agreement of Merger. The parent corporation, being the sole stockholder
of the subsidiary, waived the mailing of a copy of the Plan and Agreement of
Merger
5. The merger is permitted by the laws of Nevada and New York and is in
compliance therewith.
6. The proposed merger has been approved by the shareholders of the surviving
parent corporation.
7. The surviving corporation was incorporated in the State of Nevada on March 5,
1998. The surviving: corporation is not qualified to do business in the State of
New York and shall not do business in the State of New York until its
application for authority shall have been filed by the Department of State.
8. The date when the Certificate of Incorporation of the constituent domestic
corporation was filed by the Department of state was June 26, 1998.
9. The surviving Nevada corporation may be served with process in the State of
New York in any action or special proceeding for the enforcement of any
liability or obligation of any constituent corporation previously amenable to
suit in New York.
10. The surviving corporation agrees to promptly pay to the shareholders of the
constituent New York Corporation the amount, if any, to which they shall be
entitled under he provisions of law relating to the right of shareholders to
receive payment for their shares.
11. The surviving corporation designates the: New York Secretary of State as its
agent upon whom process against it may be served in the manner set forth in
Section 306(b) in any action or special procedure. The Secretary of State is
directed to mail a copy of any process to the surviving Nevada corporation at:
12868 Via Latina
Del Mar, California 92014
12. The parties to this merger certify that all fees and taxes (including
penalties and interest) administered by the Department of Taxation and Finance
which are due and payable by the constituent New York corporation have been paid
and that a cessation franchise tax report (final) has been filed by the
constituent New York corporation. Within thirty days after the filing of this
Certificate of merger, the surviving corporation, will promptly pay to the
Department of Taxation and Finance all fees and taxes (including penalties and
interest), if any, due to the Department of Taxation and Finance by the
constituent New York corporation.
IN WITNESS WHEREOF, the constitutent corporations have executed this Certificate
of Merger this 14 day of December, 1999.
CAVALCADE OF SPORTS NETWORK, INC.
ATTEST:
/s/ Edward E. Litwak
---------------------
Edward E. Litwak, President
/s/ Robert Stulman
------------------
Secretary
CAVALCADE OF SPORTS MEDIA, INC.
ATTEST:
/s/ Edward E. Litwak
---------------------
Edward E. Litwak, President
/s/ Robert Stulman
------------------
Secretary
STATE OF NEW YORK :
:ss
COUNTY OF NEW YORK :
Personally appeared before me, a notary public in and for said County
and State, Edward E. Litwak and Robert Stulman, known to me or duly proved to
me, who stated that they were the President and Secretary, respectively, of
Cavalcade of Sports Media, Inc., a Nevada corporation and they acknowledged that
they had executed the foregoing Articles of Merger on behalf of Cavalcade o
Sports Media, Inc. for the purposes stated therein.
/s/ Joel R. Schweidel
---------------------
JOEL R. SCHWEIDEL
Notary Public, State of New York
No. 31-8881180
Qualified in New York County
Certificate filed in New York County
Commission Expires Jan 31, 2001
STATE OF NEW YORK :
:ss
COUNTY OF NEW YORK :
ACKNOWLEDGEMENT
Personally appeared before me, a notary public in and for said County
and State, Edward E. Litwak and Steven Bass known to me or duly proved to me,
who stated that they were the President and Secretary, respectively, of
Cavalcade of Sports Network, Inc., a
New York corporation and they acknowledged that they had executed the foregoing
Articles of Merger on behalf of Cavalcade of Sports Network, Inc. for the
purposes stated therein.
/s/ Joel R. Schweidel
---------------------
JOEL R. SCHWEIDEL
Notary Public, State of New York
No. 31-8881180
Qualified in New York County
Certificate filed in New York County
Commission Expires Jan 31, 2001
My Commission Expires:
Dates Referenced Herein
| Referenced-On Page |
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| This ‘10SB12G’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| Filed on: | | 12/13/00 | | | | | | | None on these Dates |
| | 6/26/98 | | 3 |
| | 3/5/98 | | 3 |
| List all Filings |
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