UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C INFORMATION STATEMENT
PURSUANT TO SECTION 14(C)
of the
SECURITIES EXCHANGE ACT OF 1934
CYBERADS, INC.
(Exact name of registrant as specified in its charter.)
FLORIDA
(State or other jurisdiction of incorporation or organization.)
23245W 30 4 65-1000634
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(CUSIP Number) (IRS Employer Identification Number)
370 Amapola Ave. Suite 202, Torrance, CA 90501
----------------------------------------------
(Address of principal executive offices.)
(800) 288-3099
(Registrant's telephone number, including area code.)
Check the appropriate box:
[ X ] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14c-5(d)(2)
[ ] Definitive Information Statement
Payment of Filing Fee (Check the appropriate box.):
[ X ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14(c)-5(g)
and 0-11.
1) Title of each class of securities to which transaction
applies:
2) Aggregate number of securities to which transaction
applies:
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:
4) Proposed maximum aggregate value of transaction:
5) Total fee paid: $ -0-
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or
Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration No.:
3) Filing Party:
4) Date Filed:
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CYBERADS, INC.
370 Amapola Ave., Suite 202
Torrance, CA 90501
Notice of Proposed Action by Written Consent
of a
Majority of the Voting Power of the Company
to be taken on or about August 5, 2005.
To the Stockholders of CYBERADS, INC.
Notice is hereby given that upon written consent by the holders of all of the
outstanding shares of Series "B" Preferred Stock of the Company, the Company
intends to take certain actions as more particularly described in this
Information Statement. The actions will be effected on or after 20 days from the
date this Information Statement is mailed to stockholders, which is expected to
be on or about August 5, 2005.
Only stockholders of record at the close of business on July 1, 2005 will be
given Notice of the Action by Written Consent. The Company is not soliciting
proxies.
By Order of the Board of Directors
/s/ JEFF CRISWELL
President
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY.
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CYBERADS, INC.
370 Amapola Ave., Suite 202
Torrance, CA 90501
Telephone: (800) 288-3099
INFORMATION STATEMENT
CONSENT ACTION BY A MAJORITY OF STOCKHOLDERS WITHOUT A MEETING
This Information Statement is furnished to all holders of the common and
preferred stock of the Company in connection with proposed action by holders of
all of the issued and outstanding shares of Series "B Preferred Stock of the
Company to take the following actions:
o Increase the authorized capital stock to 500 million shares of common
stock;
o The change of the Company's state of incorporation from Florida to
Nevada;
The actions are proposed to occur on or about August 5, 2005. This Information
Statement is first being mailed to stockholders on or about July 15, 2005.
Only stockholders of record at the close of business on July 1, 2005 are
entitled to notice of the action to be taken. There will be no vote on the
matters by the shareholders of the Company because the proposed action will be
accomplished by the written consent of the majority of the voting power of the
Company as allowed by Section 607.0704 of the Florida Business Corporation Act.
Persons holding a majority of the outstanding voting securities of the Company
have unanimously adopted, ratified and approved resolutions to effect the
actions described. No other votes are required or necessary. See the caption
"Vote Required for Approval," below.
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY
DISSENTER'S RIGHTS OF APPRAISAL
The Florida Business Corporation Act ("Florida Law") does not provide for
dissenter's rights of appraisal in connection with the corporate actions to be
taken.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The Board of Directors has fixed the close of business on July 1, 2005 the
record date for the determination of the common shareholders entitled to notice
of proposed action by written consent. At the record date, the Company had
outstanding 43,331,777 shares of common stock, 1,000,000 shares of Series "A"
Convertible Preferred Stock and 1,000,000 shares of Series "B" Preferred Stock.
The holder of the Company's Series "B" Preferred Stock, who holds the majority
of the voting power of the Company on the record date ,has signed a consent to
the taking of the corporate actions described. This consent will be sufficient,
without any further action, to provide the necessary stockholder approval of the
actions.
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CORPORATE ACTIONS TO BE TAKEN
INCREASE IN THE AUTHORIZED CAPITAL STOCK
The Company's current authorized capital stock consists of 50 million shares of
no par common stock, of which 43, 331,777 shares are issued and outstanding, and
5,000,000 shares of preferred stock, of which 1,000,000 shares of Series "A"
Convertible Preferred Stock and 1,000,000 shares of Series "B"Preferred Stock,
respectively are issued and outstanding. Management believes that it is in the
best interests of the Company and its shareholders that the authorized common
stock be increased to 500 million shares. The increase in the authorized common
stock will provide the Company with needed stock to enable it to undertake
financing transactions in which the Company may employ the common stock,
including transactions to raise working capital through the sale of common
stock. Since the Board of Directors believes that the currently authorized
number of shares may be not be sufficient to meet anticipated needs in the
immediate future, the Board considers it desirable that the Company has the
flexibility to issue an additional amount of Common Stock without further
stockholder action, unless otherwise required by law or other regulations. The
availability of these additional shares will enhance the Company's flexibility
in connection with any possible acquisition or merger, stock splits or
dividends, financings and other corporate purposes and will allow such shares to
be issued without the expense and delay of a special stockholders' meeting,
unless such action is required by applicable law or rules of any stock exchange
on which the Company's securities may then be listed. At the present time, the
Company has no plans, proposals or arrangement, written or otherwise, to issue
any additional authorized shares of common stock.
In certain circumstances, a proposal to increase the authorized capital stock
may have an anti-takeover effect. The authorization of classes of preferred or
common stock with either specified voting rights or rights providing for the
approval of extraordinary corporate action may be used to create voting
impediments or to frustrate persons seeking to effect a merger or otherwise gain
control of the Company by diluting the stock ownership of any persons seeking to
obtain control of the Company. Management of the Company might use the
additional authorized capital stock to resist or frustrate a third-party
transaction which might provide an above-market premium that is favored by a
majority of the independent shareholders. Management of the Company has no
present plans to adopt any proposals or to enter into other arrangements that
may have material anti-takeover consequences. There are no anti-takeover
provisions in the Company's Articles of Incorporation, Bylaws or other governing
documents.
CHANGE OF CORPORATE DOMICILE TO NEVADA
Management believes that it is in the best interests of the Company and its
shareholders the Company change its corporate domicile from Florida to Nevada.
There are several reasons for the recommended change:
o Nevada does not impose any corporate income tax;
o There are no taxes on corporate shares;
o There is no annual franchise tax;
o The annual fees are nominal;
In order to accomplish change in corporate domicile, the Company will be in
effect re-incorporated in Nevada through Articles and Agreement of Merger
whereby the Company will be merged into a newly formed Nevada corporation having
the identical corporate structure as the Company, after which the Nevada
corporation will be the surviving corporation with all of the same assets,
liabilities, shareholders and corporate identity as the Company. Attached to
this Information Statement as Exhibit "A" is the proposed Articles and Agreement
of Merger. The Company's transfer agent will act as the exchange agent for the
purposes of implementing any
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exchange of stock certificates. As soon as practicable after the completion of
the change to Nevada, shareholders will receive a letter of transmittal
requesting them to surrender old stock certificates for new certificates
reflecting the change. Persons who hold their shares in brokerage accounts or in
street name will not be required to take any further action to effect the
exchange of certificates. Shareholders should not destroy any stock certificates
and should not submit any certificates until they received a letter of
transmittal.
The common stock of the Company after the completion of the change of domicile
to Nevada will have the same rights and preferences as currently exists. The
Bylaws and Articles of Incorporation of the Company after the completion of the
change of domicile will be identical in substance to the Company's current
Bylaws and Articles of Incorporation, after the amendment disclosed in this
Information Statement becomes effective.
The following is a summary description of the material differences and
similarities between the Florida Business Corporation Act and the Nevada
Business Corporation Act with respect to matters involving corporate governance
by shareholders.
SHAREHOLDER ACTION FLORIDA NEVADA
o Shareholder vote for Majority vote. Majority vote.
amendments to Articles of Incorporation
o Consent action of shareholders without Same vote required Majority vote.
a meeting as if action taken
at a meeting.
o Election and removal of Directors Majority vote. Majority vote.
o Quorum required for shareholder meetings Majority of issued Majority of
and outstanding shares. issued and
outstanding
voting securities.
o Right of shareholders to call special Current bylaws permit Same bylaw
meeting of the shareholders holders of not less than 10% provisions will
of issued and outstanding apply.
voting securities to call a
special meeting.
o Inspection rights of shareholders Any shareholder. A shareholder
for at least six
months or the
holder of at least
5% of all of the
outstanding shares.
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SHAREHOLDER ACTION FLORIDA NEVADA
o Corporate records to be inspected Meeting minutes; Same as Florida,
accounting records; but no meeting
shareholder ledger. minutes and no
accounting
records.
o Approval of Plan of Merger or Share Majority vote. Majority vote.
Exchange
o Sale of corporate assets not in the Majority vote. Majority vote.
ordinary course of business
As a consequence of the very limited differences between the Florida
Business Corporation Act and the Nevada Business Corporation Act, management of
the Company believes there will continue to be flexibility in the management of
corporate affairs and the Company's shareholders will not be disadvantaged in
any material manner by the change of domicile to Nevada.
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SECURITY OWNERSHIP OF EXECUTIVE OFFICERS, DIRECTORS
AND FIVE PERCENT STOCKHOLDERS
The following table sets forth certain information concerning the ownership of
the Company's Common Stock as of October 26, 2004, with respect to: (I) each
person known to the Company to be the beneficial owner of more than five percent
of the Company's Common Stock; (ii) all directors; and (iii) directors and
executive officers of the Company as a group. To the knowledge of the Company,
each shareholder listed below possesses sole voting and investment power with
respect to the shares indicated.
TITLE OF NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT
CLASS BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
------------------------------------------------------------------------------------------------------------------------
Common Stock Walter Tatum 250,000 less than 1%
370 Amapola Ave. Suite 202
Torrance, CA 90501
Series "B" Preferred 1,000,000 100%
Stock
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Common Stock Jeff Criswell -0- -0-
370 Amapola Ave., Suite 202
Amapola Ave., Suite 202
Torrance, CA 90501
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Common Stock August A. DeAngelo II -0- -0-
19162 Mesa Drive
Villa Park, CA 92861
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Common Stock All Executive Officers and Directors 250,000 less than 1%
as a Group ( 3 persons)
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DESCRIPTION OF CAPITAL STOCK AND VOTING RIGHTS
The Company's authorized capital consists of 50 million shares of Common Stock,
par value $0.001 and 5 million shares of Preferred Stock, par value $0.001. As
of July 1, 2005, there were 43,331,777 shares of Common Stock outstanding, 1
million shares of Series "A" Convertible Preferred Stock and 1 million shares of
Series "B"Preferred Stock, respectively, issued and outstanding. The holders of
Common Stock and the holders of the Series "B" Preferred Stock are each entitled
to vote on all matters to come before a vote of the stockholders of the Company.
VOTE REQUIRED FOR APPROVAL
Sections 607.1003 and 607.1006 of the Florida Business Corporation Act provides
an outline of the scope of the amendments of the Articles of Incorporation
allowed a Florida Corporation. This includes the amendment discussed in this
Information Statement. The procedure and requirements to effect an amendment to
the Articles of Incorporation of a Florida corporation are set forth in Section
607.1003 which provides that proposed amendments must first be adopted by the
Board of Directors and then submitted to stockholders for their consideration at
an annual or special meeting and must be approved by a majority of the voting
power of the Company.
Section 607.0704 of the Florida Business Corporation Act provides that any
action required to be taken at a special or annual meeting of the stockholders
of a Florida corporation may be taken by written consent, in lieu of a meeting,
if the consent is signed by stockholders owning not less than the minimum number
of votes that would be necessary to authorize or take the action at a meeting at
which all shareholders entitled to vote were present and voted.
The Board of Directors of the Company and persons owning and having voting power
in excess of two- thirds of the outstanding voting securities of the Company
have adopted, ratified and approved the amendment to the articles of
incorporation increasing the authorized capital stock. and other corporate
actions described in this Information Statement. No further votes are required
or necessary to effect the proposed amendment. or the other corporate actions to
be taken.
The securities that would have been entitled to vote if a meeting was required
to be held to amend the Company's Articles of Incorporation consist of
43,331,777 shares of the Company's common stock and 1,000,000 shares of Series
"B" Convertible Preferred Stock issued and outstanding as of July 1 2005 the
record date for determining stockholders who would have been entitled to notice
of and to vote on the proposed amendment to the Articles of Incorporation.
INTEREST OF CERTAIN PERSONS IN
OR OPPOSITION TO MATTERS TO BE ACTED UPON
No person who has been a director or officer of the Company at any time since
the beginning of the last fiscal year, nominee for election as a director of the
Company, nor associates of the foregoing persons has any substantial interest,
direct or indirect, in proposed amendment to the Company's Articles of
Incorporation which differs from that of other stockholders of the Company. No
director of the Company opposes the proposed amendment of the Company's Articles
of Incorporation or any of the other corporate actions to be taken.
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ADDITIONAL INFORMATION
Additional information concerning the Company, including its annual and
quarterly reports for the previous twelve months which have been filed with the
Securities and Exchange Commission may be accessed through the Securities and
Exchange Commission EDGAR archives at www.sec.gov. Upon written request of any
stockholder to the Company's President, Jeff Criswell, at 370 Amapola Ave.,
Suite 202, Torrance, CA 90501 a copy of the Company's Annual Report on Form
10-KSB for the year ended December 31, 2004, will be provided without charge.
Dated: ______________, 2005
By Order of the Board of Directors
/s/ JEFF CRISWELL
President
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EXHIBIT "A"
AGREEMENT AND ARTICLES OF MERGER
ARTICLES AND AGREEMENT OF MERGER
DATED: July ______, 2005
BETWEEN: CYBERADS, INC.
a Florida corporation ("Cyberads-Florida")
AND: CYBERADS, INC.
a Nevada corporation ("Cyberads-Nevada")
WHEREAS, Cyberads-Florida and Cyberads-Nevada wish to provide for the
terms and conditions upon which a merger of Cyberads-Florida with and into
Cyberads-Nevada would be consummated for the sole purpose of changing the
corporate domicile of Cyberads-Florida from Florida to Nevada; and
WHEREAS, the Board of Directors of Cyberads-Florida and
Cyberads-Nevada, respectively, have deemed it desirable and in the best
interests of the corporations and their shareholders that the merger should take
place, and have approved the merger pursuant to the terms of this Agreement;
NOW, THEREFORE, in consideration of the mutual covenants,
representations, warranties and agreements contained herein, the parties agree
as follows:
ARTICLE I
THE MERGER AND RELATED MATTERS
1.01 The Merger
(a) Subject to the terms and conditions of this Agreement, at the
Effective Date, as defined in Section 1.01(b), Cyberads-Florida
shall be merged with and into Cyberads-Nevada in accordance with
the provisions of the Business Corporation Acts of the States of
Florida and Nevada, respectively ("Corporation Acts"), and the
separate existence of Cyberads-Florida shall cease and
Cyberads-Nevada shall continue as the surviving corporation under
the laws of the State of Nevada under the name "Cyberads, Inc ".
("Surviving Corporation").
(b) The merger shall become effective at the time of filing Articles
of Merger under the Corporation Acts. The date when the merger
shall become effective is hereinafter referred to as the
"Effective Date."
(c) On the Effective Date, the Surviving Corporation shall thereafter
possess all assets and property of every description, and the
rights, privileges, powers and authority of Cyberads-Florida and
Cyberads-Nevada, and all obligations belonging to or due to each
of Cyberads-Florida and Cyberads-Nevada. The Surviving Corporation
shall be liable for all obligations of each of Cyberads- Florida
and Cyberads-Nevada.
Articles and Agreement of Merger - Page 1
1.02 Exchange of Shares
On the Effective Date, the then issued and outstanding shares of voting
common stock of Cyberads-Florida shall be exchanged for an equal number
of shares of fully paid and nonassessable voting common stock in the
Surviving Corporation. The voting common stock of Cyberads-Florida so
exchanged shall be cancelled and returned and shall no longer be
considered issued or outstanding. On the Effective Date, there shall be
outstanding shares of the common stock of the Surviving Corporation.
1.03 Articles of Incorporation and Bylaws of Surviving Corporation
The Articles of Incorporation and Bylaws of Cyberads-Nevada, as in
effect on the Effective Date, shall be the Articles of Incorporation
and Bylaws of the Surviving Corporation until amended as provided by
law.
1.04 Directors and Officers of the Surviving Corporation
The officers and directors of the Surviving Corporation shall be as
follows:
NAME TITLE
Jeff Criswell President, Director
Walter Tatum Secretary/Director
August A. DeAngelo II Director
The directors shall hold office subject to the provisions of the Bylaws
of the Surviving Corporation until the next annual shareholders'
meeting of the Surviving Corporation and until their respective
successors have been duly elected or appointed and qualified. Such
officers shall hold office subject to the provisions of the Articles of
Incorporation and Bylaws of the Surviving Corporation until their
respective successors have been duly elected or appointed, and have
been duly qualified.
ARTICLE II
WARRANTIES AND REPRESENTATIONS
2.01 Warranties and Representations of Cyberads-Florida
Cyberads-Florida hereby warrants and represents to Cyberads-Nevada as
follows:
(a) Due Organization; Good Standing and Corporate Power. Cyberads-
Florida is a corporation duly organized, validly existing and in
good standing under the laws of the State of Florida and has all
requisite corporate power and authority to own, lease, and operate
its properties and to carry on its business as now being
conducted.
(b) Capitalization. On the Effective Date, the authorized capital
stock shall consist of 50,000,000,000 shares of voting common
stock, no par value, and 5,000,000 shares of preferred stock. All
issued and outstanding shares of common stock have been validly
issued and are fully paid and nonassessable. There are 2,000,000
shares of preferred stock issued and outstanding.
Articles and Agreement of Merger- Page 2
(c) Authorization and Validity of Agreement. Cyberads- Florida has
full corporate power and authority to execute and deliver this
Agreement, and has obtained the necessary approval of its
shareholders, to consummate the merger. The execution, delivery
and performance by the Company of this Agreement have been
authorized by its Board of Directors. This Agreement is a valid
and binding obligation of the Company, enforceable against it in
accordance with its terms.
(d) No Consents or Approvals Required. The execution and delivery of
this Agreement will not (I) conflict with, or violate any
provision of the Articles of Incorporation or Bylaws of Cyberads-
Florida, (ii) conflict with or violate any law, rule, regulation,
order, writ, injunction, judgment or decree applicable to
Cyberads- Florida or by which any of its properties or assets are
found or affected; or (iii) conflict with or result in any breach
of or constitute a default under, or give to others any rights of
termination or cancellation of or result in the creation of any
lien, charge or encumbrance on any of the properties or assets of
Cyberads- Florida pursuant to any note, bond, mortgage, indenture,
deed of trust, lease, or any other instrument to which Cyberads-
Florida is a party.
(e) Litigation or Administrative Proceedings. There are no suits,
actions, legal or administrative proceedings or investigations
pending or threatened against Cyberads- Florida of which
Cyberads-Nevada has not been advised, which, if adversely
determined, would materially and adversely affect the financial
condition of Cyberads- Florida or the conduct of its business.
2.02 Warranties and Representations of Cyberads-Nevada
Cyberads-Nevada hereby warrants and represents to Cyberads- Florida as
follows:
(a) Due Organization; Good Standing and Corporate Power.
Cyberads-Nevada is a corporation duly organized and validly
existing and in good standing under the laws of the state of
Nevada and has all requisite corporate power and authority to own,
lease, and operate its properties and to carry on the business as
now being conducted.
(b) Capitalization. The authorized capital stock consists of
500,000,000 shares of voting common stock, no par value, and
5,000,000 shares of preferred stock. All issued and outstanding
shares of common stock and preferred have been validly issued and
are fully paid and nonassessable.
(c) Authorization and Validity of Agreement. Cyberads-Nevada has full
corporate power and authority to execute and deliver this
Agreement and to consummate the merger. The execution, delivery
and performance by Cyberads-Nevada of this Agreement have been
authorized by the Board of Directors. This Agreement is a valid
and binding obligation of Cyberads-Nevada, enforceable against it
in accordance with its terms.
(d) No Consents or Approvals Required. Neither the execution nor the
delivery of this Agreement will (i) conflict with, violate, or
result in a breach of any provision of the Articles of
Incorporation or Bylaws of Cyberads-Nevada, (ii) conflict with, or
violate any law, rule, regulation, order, writ, injunction,
judgment or decree applicable to Cyberads-Nevada, or by which any
of its properties or assets may be found or affected; or (iii)
conflict with or result in any breach of or constitute a default
under or give to others any rights of termination or cancellation
of or result in the creation of any lien, charge or encumbrance on
any of the properties
Articles and Agreement of Merger - Page 3
or assets of Cyberads-Nevada pursuant to any note, bond, mortgage,
indenture, deed of trust, lease or any other instrument to which
Cyberads-Nevada is a party.
(e) Litigation or Administrative Proceedings. There are no suits,
actions, legal or administrative proceedings or investigations
pending or threatened against Cyberads-Nevada of which Cyberads-
Florida has not been advised, which, if adversely determined,
would materially and adversely affect the financial condition of
Cyberads-Nevada or the conduct of its business.
ARTICLE III
CONDITIONS TO THE MERGER
3.01 Conditions Precedent to Obligations of Cyberads- Florida and
Cyberads-Nevada
The respective obligations of Cyberads- Florida and Cyberads-Nevada to
consummate the merger under this Agreement are subject to the
satisfaction or waiver of each of the following conditions:
(a) The approval of the shareholders of Cyberads- Florida shall have
been obtained in accordance with the Corporation Acts.
(b) No order, statute, regulation, injunction, decree or restraining
order shall have been enacted, entered or enforced by any court of
competent jurisdiction or governmental authority that prohibits
the consummation of the merger.
(c) All regulatory authorizations necessary to carry out the merger
shall have been received.
Cyberads-Florida and Cyberads-Nevada each agree to use their best
efforts to fulfill all conditions precedent referred to herein and to
do all things necessary to consummate the merger.
ARTICLE IV
TERMINATION AND ABANDONMENT
4.01 Termination
This Agreement may be terminated and the merger abandoned, at any time
prior to the Effective Date, whether before or after the approval of
the merger by the shareholders of Cyberads- Florida and
Cyberads-Nevada, respectively, by mutual consent of the Board of
Directors of Cyberads- Florida and Cyberads-Nevada.
4.02 Effect of Termination
In the event of the termination of this Agreement pursuant to Section
4.01, this Agreement shall become void and have no effect and there
shall be no liability hereunder on the part of Cyberads- Florida or
Cyberads-Nevada or any of their respective officers, directors,
employees, agents or shareholders.
Articles and Agreement of Merger- Page 4
ARTICLE V
MISCELLANEOUS
5.01 Entire Agreement
This Agreement contains the entire agreement of the parties with
respect to the merger and supercedes all prior agreements and
understandings oral and written with respect thereto.
5.02 Amendment and Modification
To the extent permitted by applicable law, at or prior to the Effective
Date this Agreement may be amended, modified or supplemented by written
agreement of the respective Boards of Directors of Cyberads- Florida
and Cyberads-Nevada, whether before or after the vote of the
shareholders of Cyberads- Florida and Cyberads-Nevada.
5.03 Counterparts
This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original.
5.04 Applicable Law
This Agreement and the legal relations between Cyberads- Florida and
Cyberads-Nevada shall be governed by and construed in accordance with
the laws of the State of Nevada.
IN WITNESS WHEREOF, Cyberads- Florida and Cyberads-Nevada have each
caused this Agreement to be executed by their respective officers duly
authorized as of the date first above written.
CYBERADS, INC., a Florida corporation
By:______________________________________
Jeff Criswell, President
CYBERADS, INC., Nevada corporation
By:______________________________________
Jeff Criswell, President
Articles and Agreement of Merger - Page 5