Attached files
EXHIBIT 3(i).3
ROSS MILLER Document Number
Secretary of State 00002633094-57
206 North Carson Street Filing Date and Time
Carson City, Nevada 89701-4299 03/15/2010 2:31 PM
(775) 684 5708 Entity Number
Website: www.nvsos.gov
Filed in the office of
/s/ Ross Miller
ROSS MILLER
Secretary of State
ARTICLES OF MERGER State of Nevada
(PURSUANT TO NRS 92A.200)
PAGE 1
ABOVE SPACE IS FOR OFFICE USE ONLY
(Pursuant to Nevada Revised Statutes Chapter 92A)
(excluding 92A.200(4b))
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.
Freight Management Corp.
Name of merging entity
Nevada Corporation
Jurisdiction Entity type *
Genesis Biopharma, Inc.
Name of merging entity
Nevada Corporation
Jurisdiction Entity type *
Name of merging entity
Jurisdiction Entity type *
Name of merging entity
Jurisdiction Entity type *
and,
Freight Management Corp.
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 appropriate fees.
ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: www.nvsos.gov
ABOVE SPACE IS FOR OFFICE USE ONLY
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.1 90):
Attn:
c/o:
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):
(a) Owner's approval was not required from
Freight Management Corp.
Name of merging entity, if applicable
Genesis Biopharma, Inc.
Name of merging entity, if applicable
Name of merging entity, if applicable
Name of merging entity, if applicable
and, or;
Freight Management Corp.
Name of surviving entity, if applicable
This form must be accompanied by appropriate fees.
ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: www.nvsos.gov
ABOVE SPACE IS FOR OFFICE USE ONLY
ARTICLES OF MERGER
(PURSUANT TO NRS 92A.200)
PAGE 3
(b) The plan was approved by the required consent of the owners of *:
Name of merging entity, if applicable
Name of merging entity, if applicable
Name of merging entity, if applicable
Name of merging entity, if applicable
and, or;
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 appropriate fees.
ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: www.nvsos.gov
ABOVE SPACE IS FOR OFFICE USE ONLY
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
Name of merging entity, if applicable
Name of merging entity, if applicable
Name of merging entity, if applicable
and, or;
Name of surviving entity, if applicable
This form must be accompanied by appropriate fees.
ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: www.nvsos.gov
ABOVE SPACE IS FOR OFFICE USE ONLY
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 One of the Articles of Incorporaton of Freight Management Corp. is
hereby amended to change the name of the Corporation to "Genesis Biopharma,
Inc."
6) Location of Plan of Merger (check a or b):
[X] (a) The entire plan of merger is attached;
or,
[ ] (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 (optional)": March 15, 2010
* Amended and restated articles may be attached as an exhibit or integrated
into the articles of merger. Please entitle them "Restated" or "Amended and
Restated," accordingly. The form to accompany restated articles prescribed
by the secretary of state must accompany the amended and/or restated
articles. Pursuant to NRS 92A. 180 (merger of subsidiary into parent -
Nevada parent owning 90% or more of subsidiary), the articles of merger may
not contain amendments to the constituent documents of the surviving entity
except that the name of the surviving entity may be changed.
** A merger takes effect upon filing the articles of merger or upon a later
date as specified in the articles, which must not be more than 90 days
after the articles are filed (NRS 92A.240).
This form must be accompanied by appropriate fees.
ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: www.nvsos.gov
ABOVE SPACE IS FOR OFFICE USE ONLY
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 partnership; A manager of each Nevada
limited-liability company with managers or all the members 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.):
Freight Management Corp.
Name of merging entity
/s/ Ibrahim Abotaleb President 3/15/2010
Signature Title Date
Genesis Biopharma, Inc.
Name of merging entity
/s/ Robert Brooke President 3/15/2010
Signature Title Date
Name of merging entity
Signature Title Date
Name of merging entity
Signature Title Date
Freight Management Corp.
Name of surviving entity
/s/ Ibrahim Abotaleb President 3/15/2010
Signature Title 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 appropriate fees.
AGREEMENT AND PLAN OF MERGER
This Agreement and Plan of Merger is made as of March 15, 2010, by and
between Genesis Biopharma, Inc., a Nevada corporation (the "Merging
Corporation"), and Freight Management Corp., a Nevada corporation (the
"Surviving Corporation"). (The corporations together are sometimes referred to
below as the "Constituent Corporations.")
The Constituent Corporations agree as follows:
1. The Merging Corporation is duly organized, existing, and in good
standing under the laws of the State of Nevada. It has one thousand (1,000)
shares of authorized capital stock, all of which are issued and outstanding.
2. The Surviving Corporation is duly organized, validly existing, and
in good standing under the laws of the State of Nevada. It has one billion eight
hundred million (1,800,000,000) shares of authorized capital stock, all of which
are designated as common stock. One hundred twenty-one million four hundred
forty thousand (121,440,000) shares of common stock are issued and outstanding
(taking into effect a 24-for-1 forward stock split effectuated by the Surviving
Corporation on March 15, 2010, which post-split shares are subject to a
mandatory exchange by the Surviving Corporation's stockholders of stock
certificates issued prior to the stock split ).
3. The Boards of Directors of the Constituent Corporations deem it in
the best interests of the corporations and their stockholders that the Merging
Corporation be merged with and into Surviving Corporation in accordance with
Nevada Revised Statutes Chapter 92A. The Boards hereby adopt on behalf of their
corporations the plan of reorganization set forth in this Agreement and Plan of
Merger.
4. Merger. The Merging Corporation shall be merged with and into the
Surviving Corporation, which shall survive the merger. The Merging Corporation's
separate existence shall cease on the effective date of the merger, which shall
be the later of March 15, 2010, or the date on which the Articles of Merger are
accepted for filing by the Office of the Secretary of State of the State of
Nevada. Without any other transfer or documentation, on the effective date of
the merger, the Surviving Corporation shall (i) succeed to all of the Merging
Corporation's rights and property; and (ii) be subject to all the Merging
Corporation's liabilities and obligations.
Notwithstanding the above, after the effective date of the merger, the
Surviving Corporation's proper officers and directors may perform any acts
necessary or desirable to vest or confirm the Surviving Corporation's possession
of and title to any property or rights of the Merging Corporation, or otherwise
carry out this Agreement's purposes. This includes execution and delivery of
deeds, assurances, assignments, or other instruments.
5. Conversion of Shares. By virtue of the merger and without any action
by any stockholder, upon the effective time of the merger, all of the shares of
the Merging Corporation will be converted into and will become that number of
fully paid and nonassessable shares of the Surviving Corporation's common stock
and thereafter retired and cancelled. No fractional shares of the Surviving
Corporation shall be issued.
The shares of Surviving Corporation outstanding immediately prior to
the merger shall not be changed by reason of the merger.
6. Change in Articles of Incorporation and Bylaws: The Surviving
Corporation's Articles of Incorporation in effect on the effective date shall
continue to be its Articles of Incorporation, except that Article First thereof
shall be amended in its entirety to read as follows:
"The name of the corporation is: Genesis Biopharma, Inc."
The Surviving Corporation's Bylaws as in effect on the effective date
of the merger shall continue to be its Bylaws without change as a result of the
merger.
7. Officers and Directors: The Merging Corporation's officers
immediately prior to the effective date of the merger shall become the officers
of the Surviving Corporation effective upon the merger and replace such officers
of the Surviving Corporation, until their successors have been duly elected or
appointed and qualified; such that, as of the effective date of the merger, the
Surviving Corporation's officers shall be as follows:
Robert Brooke -- President and Chief Executive Officer
Richard McKilligan -- Treasurer, Secretary, and Chief Financial Officer
The Surviving Corporation's directors shall continue and remain as such
after the effective date of the merger for the full unexpired terms of their
respective offices, or until their successors have been duly elected or
appointed and qualified, subject to the resignations and appointments thereof.
8. Abandonment of Merger: Any time prior to the effective date, this
merger may be abandoned without further obligation or liability by action of the
board of directors of either of the Constituent Corporations.
9. Counterparts: This Agreement and Plan of Merger may be executed in
any number of counterparts, each of which shall constitute an original
instrument.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement and
Plan of Merger by their respective duly authorized officers, as of the date
first written above.
FREIGHT MANAGEMENT CORP.
(to be renamed Genesis Biopharma, Inc.)
"Surviving Corporation"
By: /s/ Ibrahim Abotaleb
-----------------------------------------------
Ibrahim Abotaleb, President and Chief Executive
Officer
GENESIS BIOPHARMA, INC.
"Merging Corporation"
By: /s/ Robert Brooke
-----------------------------------------------
Robert Brooke, President and Chief Executive
Office
