Attached files

file filename
EX-32.1 - AMERICANN 10K, CERTIFICATION 906, CEO/CFO - AmeriCann, Inc.americannexh32_1.htm
EX-31.1 - AMERICANN 10K, CERTIFICATION 302, CEO - AmeriCann, Inc.americannexh31_1.htm
EX-31.2 - AMERICANN 10K, CERTIFICATION 302, CFO - AmeriCann, Inc.americannexh31_2.htm
10-K - AMERICANN 10K, 09.30.15 - AmeriCann, Inc.americann10k093015.htm

Exhibit 3.1.2
 
 
CERTIFICATE OF OWNERSHIP AND MERGER

Nevada Health Scan, Inc.
 (a Delaware Corporation)

AND

ACS Merger Corporation
 (a Colorado Corporation)


UNDER SECTION 253 OF THE GENERAL CORPORATION LAW
OF THE STATE OF DELAWARE

The undersigned corporations do hereby certify:

FIRST: That the name and state of incorporation of each of the constituent corporations of the merger are as follows:

NAME                                                                STATE OF INCORPORATION

Nevada Health Scan, Inc.                                                  Delaware

ACS Merger Corporation                                                  Colorado


SECOND:  That 100% of the outstanding stock of ACS Merger Corporation is owned by Nevada Health Scan, Inc.

THIRD:  That the surviving corporation of the merger is Nevada Health Scan, Inc., which will continue its existence as the surviving corporation under the name of Americann, Inc

FOURTH:  That the Certificate of Incorporation of Nevada Health Scan, Inc., the surviving corporation, shall be the Certificate of Incorporation of the surviving corporation, except that Article 1 relating to the name shall be struck and shall be substituted in lieu therefore the following article:


FIRST:                The name of the corporation  shall be Americann, Inc.

FIFTH:  That the directors of Nevada Health Scan, Inc. adopted the attached resolution by written consent on the 21st day of February 2014.
 
 
 
 
 

 

 
IN WITNESS WHEREOF the undersigned have executed this Certificate this 21st day of February 2014.
 
 
ATTEST: Nevada Health Scan, Inc  
       
       
 
By
/s/ Jay Czarkoskiw  
    Jay Czarkowski, Chief Executive Officer  
       
       
       
  ACS Merger Corporation  
       
       
  By /s/ Jay Czarkowski  
    Jay Czarkowski, President