Whitehall Ltd Inc – ‘8-K’ for 9/12/96 – EX-2.A

As of:  Tuesday, 10/29/96   ·   For:  9/12/96   ·   Accession #:  1000096-96-395   ·   File #:  33-24387

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                        15     70K 
 2: EX-2.A      Articles of Merger                                     2±     8K 
 3: EX-2.B      Articles of Amendment                                  2±     7K 

EX-2.A   —   Articles of Merger

FILED COPY

ARTICLES AND PLAN OF MERGER 
                 (Pursuant to CRS 7-111-105)            (Stamped
                                                           961119426 C  $60.00
                                                            SECRETARY OF STATE
                                                            09-11-96    15:35)

     IMPACT Income Investment,  Inc. ("IMPACT"),  a Colorado  Corporation,  at a
shareholder  meeting  held on June 24, 1996  following a June 7, 1996  statutory
notice of its  shareholders  setting  forth the proposed  merger with  Financial
Freedom Enterprises,  Inc., an Idaho Corporation for the plan of Merger,  merged
with and into IMPACT, the surviving corporation. The Plan of Merger provided for
the following:                                                                  

     1. The number of votes cast for the plan by the IMPACT  shareholders of its
Common Stock was unanimous and sufficient  for approval.  The Plan of Merger was
previously  approved  by the  Board  of  Directors  of each  of the  constituent
corporation; and, by the shareholders of Financial Freedom Enterprises, Inc. (in
accordance with Idaho law).                                                     

     2.  The  Articles  of  Incorporation  of  the  surviving  corporation  were
authorized to be Amended as follows:                                            

  A.  The name of the surviving corporation was changed to Financial
Freedom Enterprises, Inc.                               
B.  The authorized number of Preferred Stock of the surviving   
           corporation was increased to 5,000,000 shares and the Par Value was
increased to $1.00 per share.                           

     4. The resignation of the Board of Directors of IMPACT was accepted and the
following members of the Board of Directors were elected:                       

a.  Ronald Zeller             
b.  Carol A. Walker           
c.  Robert A. Needham         
d.  Douglas T. Snarr          
e.  Robert Ground             
f.  John Rivera (alternate)   

     5. New stock certificates were authorized to be issued to the Preferred and
Common Stockholders of Financial Freedom  Enterprises,  Inc., as approved by the
Board of  Directors  of  IMPACT  on June 3, 1996 and as set forth in the Plan of
Merger and to the IMPACT  shareholders  in the same  amounts held by each IMPACT
shareholder as of June 24, 1996 date of the shareholders' meeting.              

     The acquisition and merger is to become effective as of June 24, 1996 or as
provided in the Colorado Revised Statutes.                                      

APPROVED, ACCEPTED AND RATIFIED:

IMPACT INCOME INVESTMENTS, INC.                                                 

By:  /S/  ROBERT GROUND                           By: /S/  JEROME MARKS         
    -------------------------------                  ---------------------------
 Robert Ground, President                        Jerome Marks, Secretary

FINANCIAL FREEDOM ENTERPRISES, INC.                                             

By:  /S/  CAROL WALKER                            By: /S/   DOUGLAS HATHAWAY    
    -------------------------------                   --------------------------
   Carol Walker, President                         Douglas Hathaway, Secretary

Dates Referenced Herein

This ‘8-K’ Filing		Date		Other Filings
Filed on:		10/29/96		None on these Dates
For Period End:		9/12/96
		6/24/96
		6/7/96
		6/3/96
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