Attached files
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State
of Delaware
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Secretary
of State
Division
of Corporations
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Delivered
06:05 PM 12/11/2007
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FILED
06:05 PM 12/11/2007
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SRV
071310325 - 4384522 FILE
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STATE
OF DELAWARE
CERTIFICATE
OF MERGER OF
FOREIGN
CORPORATION INTO
A
DOMESTIC CORPORATION
Pursuant
to Title 8, Section 252 of the Delaware General Corporation Law, the undersigned
corporation executed the following Certificate of Merger:
FIRST:
The name of the surviving corporation is Janex
International,
Inc., a Delaware
corporation, and the name of the
corporation being merged into this surviving corporation is Janex
International, Inc.,
a
Colorado corporation.
SECOND: The Agreement of
Merger has been approved, adopted, certified, executed and acknowledged by each
of the constituent corporations pursuant to Title 8 Section 252 of the General
Corporation Law of the State of Delaware.
THIRD: The name of the
surviving corporation is Janex
International,
Inc., a Delaware
corporation.
FOURTH: The
Certificate of Incorporation of the surviving corporation shall be its
Certificate of Incorporation. (If amendments are affected please set
forth)
FIFTH:
The authorized stock and par value of the non-Delaware corporation is
500,000,000
common shares, $0.0001 par value .
SIXTH: The merger is to become
effective on December
11, 2007.
SEVENTH: The Agreement of
Merger is on file at 384
North Ocean Avenue Unit 302, Long Branch, New Jersey 07740,
an office of the surviving corporation.
EIGHTH: A copy of
the Agreement of Merger will be furnished by the surviving corporation on
request, without cost, to any stockholder of the constituent
corporations.
IN
WITNESS WHEREOF, said surviving corporation has caused this certificate
to be signed by an authorized officer, the 11th
day of December,
A.D.,
2007.
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By:
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/s/
Mitch Brown
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Authorized
Officer
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Name:
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Mitch Brown
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Print
or Type
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Title:
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Chairman/CEO
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