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-3.14 — Articles of Merger
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FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
DEC 22 1999
No. C4602-98
/s/ Dean Heller
DEAN HELLER, SECRETARY OF STATE
ARTICLES OF MERGER
CAVALCADE OF SPORTS MEDIA, INC.
(a Nevada corporation)
CAVALCADE OF SPORTS NETWORK, INC.
(a New York corporation)
The undersigned parent-subsidiary corporations desiring to merge. a wholly-owned
New York subsidiary corporation, Cavalcade of Sports Network, Inc., as the
merging corporation, with and into its Nevada parent corporation, Cavalcade of
Sports Media, Inc., as the surviving corporation, hereby sign, seal, and present
for filing these Articles of Merger as required by the corporate law of Nevada,
as follows:
1. The names 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 Nevada corporation which is the surviving corporation
of this merger
Surviving Corporation:
Cavalcade of Sports Media, Inc., a Nevada corporation, which is
the parent of Cavalcade of Sports Network, Inc., the New York
corporation
2. The address of both corporations is:
12868 Via Latina
Del Mar, California 92014
3. This merger is permitted under the laws of the States of New York and Nevada.
Cavalcade of Sports Network, Inc. and Cavalcade of Sports Media, Inc. have
complied with the applicable provisions of the laws of the States of New York
and Nevada.
4. The Plan and Agreement of Merger was adopted by the respective Boards of
Directors and was submitted to the vote of the stockholders of both corporations
and was adopted by majority vote of the shareholders of the merging corporation
and the parent corporation on December 16, 1999. In both cases, the approval was
by a sufficient vote to authorize the merger under the respective corporation
laws of Nevada and New York.
5. The shares of the New York corporation shall be canceled.
6. The Articles of Incorporation of Cavalcade of Sports Media, Inc. will not be
amended in conjunction with the merger.
ARTICLES OF MERGER
Cavalcade of Sports Media, Inc. (Nevada) and
Cavalcade of Sports Network, Inc. (New York)
PAGE 2
7. The merger shall be effective upon the filing of these Articles of Merger in
the state of Nevada.
8. The surviving corporation agrees that it may be served with process in the
State of New York 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 New York as its agent to accept
service of process and to send it to:
12868 Via Latina
Del Mar, California 92014
7. A copy of the Plan of Merger is on file at the offices of the surviving
corporation. A copy will be furnished by the surviving corporation, without
cost, to any stockholder of a constituent corporation, upon request. '
IN WITNESS WHEREOF, the constituent corporations have executed these Articles of
Merger. this 16th day of December, 1999.
CAVALCADE OF SPORTS MEDIA, INC.
(Nevada)
ATTEST:
/s/ Edward E. Litwak
---------------------
Edward E. Litwak, President
/s/ Robert Stulman
------------------
Secretary
CAVALCADE OF SPORTS NETWORK, INC.
(New York)
ATTEST:
/s/ Edward E. Litwak
---------------------
Edward E. Litwak, President
/s/ Robert Stulman
------------------
Secretary
ARTICLES OF MERGER
Cavalcade of Sports Media, Inc. (Nevada)
and Cavalcade of Sports Network, Inc. (New York)
PAGE 3
ACKNOWLEDGEMENT
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 of
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
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 |
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| |  |
| Filed on: | | 12/13/00 | | | | | | | None on these Dates |
| | 12/16/99 | | 1 |
| List all Filings |
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