Attached files

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8-K/A - 8-K/A - SMSA Treemont Acquisition Corpc19486e8vkza.htm
EX-3.2 - EX-3.2 - SMSA Treemont Acquisition Corpc19486exv3w2.htm
EX-3.1 - EX-3.1 - SMSA Treemont Acquisition Corpc19486exv3w1.htm
EX-3.7 - EX-3.7 - SMSA Treemont Acquisition Corpc19486exv3w7.htm
EX-3.6 - EX-3.6 - SMSA Treemont Acquisition Corpc19486exv3w6.htm
EX-3.4 - EX-3.4 - SMSA Treemont Acquisition Corpc19486exv3w4.htm
EX-10.3 - EX-10.3 - SMSA Treemont Acquisition Corpc19486exv10w3.htm
EX-10.1 - EX-10.1 - SMSA Treemont Acquisition Corpc19486exv10w1.htm
EX-10.8 - EX-10.8 - SMSA Treemont Acquisition Corpc19486exv10w8.htm
EX-10.2 - EX-10.2 - SMSA Treemont Acquisition Corpc19486exv10w2.htm
EX-10.18 - EX-10.18 - SMSA Treemont Acquisition Corpc19486exv10w18.htm
EX-10.25 - EX-10.25 - SMSA Treemont Acquisition Corpc19486exv10w25.htm
EX-10.17 - EX-10.17 - SMSA Treemont Acquisition Corpc19486exv10w17.htm
EX-10.24 - EX-10.24 - SMSA Treemont Acquisition Corpc19486exv10w24.htm
EX-10.15 - EX-10.15 - SMSA Treemont Acquisition Corpc19486exv10w15.htm
EX-10.20 - EX-10.20 - SMSA Treemont Acquisition Corpc19486exv10w20.htm
EX-10.26 - EX-10.26 - SMSA Treemont Acquisition Corpc19486exv10w26.htm
EX-10.16 - EX-10.16 - SMSA Treemont Acquisition Corpc19486exv10w16.htm
EX-10.19 - EX-10.19 - SMSA Treemont Acquisition Corpc19486exv10w19.htm
EX-10.21 - EX-10.21 - SMSA Treemont Acquisition Corpc19486exv10w21.htm
EX-10.23 - EX-10.23 - SMSA Treemont Acquisition Corpc19486exv10w23.htm
EX-10.11 - EX-10.11 - SMSA Treemont Acquisition Corpc19486exv10w11.htm
EX-3.5 - EX-3.5 - SMSA Treemont Acquisition Corpc19486exv3w5.htm
Exhibit 3.3
         
Corporations Section
P.O.Box 13697
Austin, Texas 78711-3697
  (IMAGE)   Hope Andrade
Secretary of State
   
     
Office of the Secretary of State
CERTIFICATE OF MERGER
The undersigned, as Secretary of State of Texas, hereby certifies that a filing instrument merging
SENIOR MANAGEMENT SERVICES OF TREEMONT, INC.
Domestic For-Profit Corporation
[File Number: 800144879]
Into
SMSA Treemont Acquisition Corp.
Foreign For-Profit Corporation
Nevada, USA
[Entity not of Record, Filing Number Not Available]
has been received in this office and has been found to conform to law.
Accordingly, the undersigned, as Secretary of State, and by the virtue of the authority vested in the secretary by law, hereby issues this certificate evidencing the acceptance and filing of the merger on the date shown below.
Dated: 05/12/2010
Effective: 05/12/2010
     
(IMAGE)
 
/s/ Hope Andrade
Hope Andrade
Secretary of State
         
    Come visit us on the internet at http://www.sos.state.tx.us/    
Phone: (512) 463-5555   Fax: (512) 463-5709   Dial: 7-1-1 for Relay Services
Prepared by: Lisa Sartin   TID: 10343   Document: 307649120007

 

 


 

         
Form 622
  (IMAGE)   This space reserved for office use
(Revised 12/08)
    (IMAGE)
Return in duplicate to:
   
Secretary of State
   
P.O. Box 13697
   
Austin, TX 78711-3697
  Certificate of Merger  
512 463-5555
  Combination Merger  
FAX: 512 463-5709
  Business Organizations Code  
Filing Fee: see instructions
     
Parties to the Merger
Pursuant to chapter 10 of the Texas Business Organizations Code, and the title applicable to each domestic filing entity identified below, the undersigned parties submit this certificate of merger.
The name, organizational form, state of incorporation or organization, and file number, if any, issued by the secretary of state for each organization that is a party to the merger are as follows:
Party 1
Senior Management Services of Treemont, Inc.
Name of Organization
         
The organization is a
  For-profit Corporation   It is organized under the laws of
 
  Specify organizational form (e.g., for-profit corporation)    
                 
Texas
  USA   The file number, if any, is   800144879
State
  Country       Texas Secretary of State file number
             
Its principal place of business is   174 FM 1830   Argyle, TX 76226
 
  Address   City   State
o The organization will survive the merger.            þ The organization will not survive the merger.
o The plan of merger amends the name of the organization. The new name is set forth below.
 
Name as Amended
 
Party 2
 
SMSA Treemont Acquisition Corp.
Name of Organization
         
The organization is a
  For-profit Corporation   it is organized under the laws of
 
  Specify organizational form (e.g., for-profit corporation)    
             
Nevada
  USA   The file number, if any, is    
State
  Country       Texas Secretary of State file number
             
Its principal place of business is
  174 FM 1830, Argyle, TX 76226        
 
  Address   City   State
þ The organization will survive the merger.            o The organization will not survive the merger.
o The plan of merger amends the name of the organization. The new name is set forth below.
 
Name as Amended
Party 3
 
Name of Organization
         
The organization is a
      It is organized under the laws of
 
  Specify organizational form (e.g., for-profit corporation)    
   
Form 622

 

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State
  Country   The file number, if any, is    
 
          Texas Secretary of State file number
             
Its principal place of business is
   
 
  Address   City   State
o The organization will survive the merger. o The organization will not survive the merger.
o The plan of merger amends the name of the organization. The new name is set forth below.
 
Name as Amended
Plan of Merger
o The plan of merger is attached.
If the plan of merger is not attached, the following statements must be completed.
Alternative Statements
In lieu of providing the plan of merger, each domestic filing entity certifies that:
1. A signed plan of merger is on file at the principal place of business of each surviving, acquiring, or new domestic entity or non-code organization that is named in this form as a party to the merger or an organization created by the merger.
2. On written request, a copy of the plan of merger will be furnished without cost by each surviving, acquiring, or new domestic entity or non-code organization to any owner or member of any domestic entity that is a party to or created by the plan of merger and, if the certificate of merger identifies multiple surviving domestic entities or non-code organizations, to any creditor or oblige of the parties to the merger at the time of the merger if a liability or obligation is then outstanding.
Complete item 3B if the merger effected changes to the certificate of formation of a surviving filing entity.
3A. No amendments to the certificate of formation of any surviving filing entity that is a party to the merger are effected by the merger.
3B. o The plan of merger effected changes or amendments to the certificate of formation of:
 
Name of filing entity effecting amendments
The changes or amendments to the filing entity’s certificate of formation, other than the name change noted previously, are stated below.
Amendment Text Area



4. Organizations Created by Merger
The name, jurisdiction of organization, principal place of business address, and entity description of each entity or other organization to be created pursuant to the plan of merger are set forth below. The certificate of formation of each new domestic filing entity to be created is being filed with this certificate of merger.
Form 622

 

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Name of New Organization I
      Jurisdiction   Entity Type (See instructions)
 
           
 
Principal Place of Business Address
  City       State      Zip Code
 
           
 
Name of New Organization 2
      Jurisdiction   Entity Type (See instructions)
 
           
 
Principal Place of Business Address
  City       State      Zip Code
 
           
 
Name of New Organization 3
      Jurisdiction   Entity Type (See instructions)
 
           
 
Principal Place of Business Address
  City       State      Zip
Approval of the Plan of Merger
The plan of merger has been approved as required by the laws of the jurisdiction of formation of each organization that is a party to the merger and by the governing documents of those organizations.
     
o The approval of the owners or members of
   
 
 
 
  Name of domestic entity
was not required by the provisions of the BOC.
   
Effectiveness of Filing (Select either A, B, or C.)
A. þ This document becomes effective when the document is accepted and filed by the secretary of state.
B. o This document becomes effective at a later date, which is not more than ninety (90) days from the date of signing. The delayed effective date is:                                                             
C. o This document takes effect on the occurrence of the future event or fact, other than the passage of time. The 90th day after the date of signing is:                                                             
The following event or fact will cause the document to take effect in the manner described below:
 
 
Tax Certificate
o  
Attached hereto is a certificate from the comptroller of public accounts that all taxes under title 2, Tax Code, have been paid by the non-surviving filing entity.
þ  
In lieu of providing the tax certificate, one or more of the surviving, acquiring or newly created organizations will be liable for the payment of the required franchise taxes.
Form 622

 

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Execution
The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument. The undersigned certifies that the statements contained herein are true and correct, and that the person signing is authorized under the provisions of the Business Organizations Code, or other law applicable to and governing the merging entity, to execute the filing instrument.
Date: 5/11/2010
     
 
  Senior Management Services of Treemont, Inc.
 
   
 
  Merging Entity Name
 
   
 
  /s/
 
   
 
  Signature of authorized person (see instructions)
 
   
 
  Timothy P. Halter, President
 
   
 
  Printed or typed name of authorized person
 
   
 
  SMSA Treemont Acquisition Corp.
 
   
 
  Merging Entity Name
 
   
 
  /s/
 
   
 
  Signature of authorized person (see instructions)
 
   
 
  Timothy P. Halter, President
 
   
 
  Printed or typed name of authorized person
 
   
 
   
 
  Merging Entity Name
 
   
 
   
 
  Signature of authorized person (see instructions)
 
   
 
   
 
  Printed or typed name of authorized person
Form 622

 

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