Formcap Corp. – ‘8-K12G3’ for 5/12/00 – EX-10.2

On:  Friday, 6/9/00, at 6:48pm ET   ·   As of:  6/12/00   ·   For:  5/12/00   ·   Accession #:  1072588-0-103   ·   File #:  0-28847

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Notice of Securities of a Successor Issuer Deemed to be Registered   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K12G3     Form 8-K                                              37    198K 
 2: EX-3.1      Articles of Inc. of Wtaa International, Inc.           6     20K 
 3: EX-3.2      Bylaws of Wtaa International, Inc.                     9     49K 
 4: EX-10.1     Plan of Merger                                         3     15K 
 5: EX-10.2     Articles of Merger                                     2      8K 

EX-10.2   —   Articles of Merger

EX-10.2
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ARTICLES OF MERGER
OF
 WTAA ENTERPRISES, INC
 (A FLORIDA CORPORATION)

 AND

TEMPUS, INC.
 (A WYOMING CORPORATION)

     The  Undersigned,  being, and the President of WTAA  International,  Inc. a
Florida corporation, hereby certify as follows:                                 

1.   A  merger  has  been   approved  by  the  boards  of   directors   of  WTAA
     International,  Inc. a Florida corporation audits, wholly owned subsidiary,
     Tempus,  Inc. a Wyoming  corporation,  by resolution  dated May 13, 2000, a
copy of which is attached hereto.                                     

2.   WTAA International, Inc. is the Parent and Tempus, Inc. is the wholly owned
subsidiary.                                                           

3.   No vote of Shareholders is necessary because 100% of the outstanding shares
     of Tempus,  Inc.  consisting  of 1,230,000  common shares are owned by WTTA
International, Inc. and                                               

     a)   The corporation, WTAA International, Inc. is the sole survivor and the
name of the corporation will be WTAA International, Inc.    

     b)   The  Articles  of  Incorporation  will not  differ  from  Articles  of
Incorporation prior to merger                               

     c)   Each  shareholder  of the  corporation  whose shares were  outstanding
          immediately before the effective date of the merger will hold the same
          number  of   shares,   with   identical   designations,   preferences,
          limitations and relative rights  immediately  after the effective date
of the merger.                                              

     d)   The voting power of the number of shares outstanding immediately after
          the merger will not be changed from that existing  prior to the merger
since no shares are being issued as a result of the merger. 

     e)   the number of participating  shares outstanding  immediately after the
          merger is the same as immediately  before the merger and there will be
no change in shares.                                        

     f)   The Board of  Directors of each  corporation  has adopted a resolution
        approving the Plan of Merger, which is attached hereto as Exhibit A.

     4. The merger shall be effective on May 13, 2000 or as soon  thereafter  as
the Articles of Merger are filed with the Secretary of State of Florida.        

WTTA International, Inc.                                                        

by:_____________________                                                        
President                                                                       

EX-10.2
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                   * * * * * * * * * * * * * * * * * * * * * * *

State of ______________________      )                                          
) ss. 
County of ______________________     )                                          

         ON this 13th day of May, 2000,  before me, a Notary Public,  personally
appeared  WTAA  International,  Inc.,  and  executed on this date the  foregoing
instrument for the purposes therein contained, by signing on behalf of the above
named corporations as a duly authorized officer.                                

    IN WITNESS WHEREOF, I have hereunto set my hand and official seal.

                                      ------------------------------
                     Notary Public

                                         Residing at: ____________________

Dates Referenced Herein

				Referenced-On Page
This ‘8-K12G3’ Filing		Date		First		Last			Other Filings
Filed as of:		6/12/00							None on these Dates
Filed on:		6/9/00
		5/13/00		1
For Period End:		5/12/00
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