Attached files
Exhibit 3.4 Articles of Merger
Document Number
20120323787-15
Filing Date and Time
05/07/2012 1:40 PM
Entity Number
E0609852010-2
Filed in the
office of
/s/ Ross Miller
Ross Miller
Secretary of State
ROSS MILLER
Secretary of State
/State Seal/ 101 North Carson Street, Suite 3
Carson City, Nevada 89701-4299
(775) 684 5708
Website: secretaryofstate.biz
Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 1
Articles of Merger
(Pursuant to NRS Chapter 92A)
1) Name and jurisdiction of organization of each constituent entity (NRS 92A.200):
[ ] If there are more than four merging entities, check box and attach an 8 1/2" X 11” blank sheet containing the required information for each additional entity from article one.
Cloud Star Corporation
Name of merging entity
Nevada Corporation
Jurisdiction Entity type*
And,
Accend Media
Name of surviving entity
Nevada Corporation
Jurisdiction Entity type*
*Corporation, non-profit corporation, limited partnership, limited-liability company or business trust.
Filing Fee: $350.00
This form must be accompanied by the appropriate fees.
ROSS MILLER
Secretary of State
/State Seal/ 101 North Carson Street, Suite 3
Carson City, Nevada 89701-4299
(775) 684 5708
Website: secretaryofstate.biz
Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 2
2) Forwarding address where copies of process may be sent by the Secretary of State of Nevada (if a foreign entity is the survivor in the merger - NRS 92A.190):
Attn: Thomas C. Cook, Esq.
c/o:
Law Office of Thomas C. Cook, Ltd.
500 N. Rainbow Blvd., Suite 300
Las Vegas, NV 89107
3) Choose one:
[X] The undersigned declares that a plan of merger has been adopted by each constituent entity (NRS 92A.200).
[ ] The undersigned declares that a plan of merger has been adopted by the parent domestic entity (NRS 92A.180).
4) Owner’s approval (NRS 92A.200) (options a, b or c must be used, as applicable, for each entity):
[ ] If there are more than four merging entities, check box and attach an 8 1/2" X 11” blank sheet containing the required information for each additional entity from the appropriate section of article four.
(a) Owner’s approval was not required from _____________________________________
___________________________________
Name of merging entity, if applicable
and, or;
___________________________________
Name of surviving entity, if applicable
This form must be accompanied by the appropriate fees.
ROSS MILLER
Secretary of State
/State Seal/ 101 North Carson Street, Suite 3
Carson City, Nevada 89701-4299
(775) 684 5708
Website: secretaryofstate.biz
Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 3
(b) The plan was approved by the required consent of the owners of*:
Cloud Star Corporation
Name of merging entity, if applicable
and, or;
Accend Media
Name of surviving entity, if applicable
*Unless otherwise provided in the certificate of trust or governing instrument of a business trust, a merger must be approved by all the trustees and beneficial owners of each business trust that is a constituent entity in the merger.
This form must be accompanied by the appropriate fees.
ROSS MILLER
Secretary of State
/State Seal/ 101 North Carson Street, Suite 3
Carson City, Nevada 89701-4299
(775) 684 5708
Website: secretaryofstate.biz
Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 4
(c) Approval of plan of merger for Nevada non-profit corporation (NRS 92A.160):
The plan of merger has been approved by the directors of the corporation and by each public officer or other person whose approval of the plan of merger is required by the articles of incorporation of the domestic corporation.
_______________________________________
Name of merging entity, if applicable
and, or;
_______________________________________
Name of surviving entity, if applicable
This form must be accompanied by the appropriate fees.
ROSS MILLER
Secretary of State
/State Seal/ 101 North Carson Street, Suite 3
Carson City, Nevada 89701-4299
(775) 684 5708
Website: secretaryofstate.biz
Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 5
5) Amendments, if any, to the articles or certificate of the surviving entity. Provide article numbers, if available. (NRS 92A.200)*:
Article I - Name of Corporation
Cloud Star Corporation
6) Location of Plan of Merger (check a or b):
[ ] (a) The entire plan of merger is attached;
or,
[X] (b) The entire plan of merger is on file at the registered office of the surviving corporation, limited-liability company or business trust, or at the records office address. If a limited partnership, or other place of business of the surviving entity (NRS 92A.200).
7) Effective date and time of filing: (optional) (must not be later than 90 days after the certificate is filed)
Date: _________________________________ Time: ________________________________
This form must be accompanied by the appropriate fees.
ROSS MILLER
Secretary of State
/State Seal/ 101 North Carson Street, Suite 3
Carson City, Nevada 89701-4299
(775) 684 5708
Website: secretaryofstate.biz
Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 6
8) Signatures - Must be signed by: An officer of each Nevada corporation; All general partners of each Nevada limited partnership; All general partners of each Nevada limited-liability limited partnership; A manager of each Nevada limited-liability company with managers or one member if there are no managers; A trustee of each Nevada business trust (NRS 92A.230).
[ ] If there are more than four merging entities, check box and attach an 8 1/2” X 11” blank sheet containing the required information for each additional entity from article eight.
Cloud Star Corporation
Name of merging entity
/s/ Safa Movassaghi
Signature
Chief Executive Officer
Title
5/04/2012
Date
and,
Accend Media
Name of surviving entity
/s/ Scott Gerardi
Signature
Chief Executive Officer
Title
5/04/2012
Date
* The articles of merger must be signed by each foreign constituent entity in the manner provided by the law governing it (NRS 92A.230). Additional signature blocks may be added to this page or as an attachment, as needed.
IMPORTANT: Failure to include any of the above information and submit the proper fees may cause this filing to be rejected.
This form must be accompanied by the appropriate fees.