EX-3.1 3 ex3_1.htm NEVADA ARTICLES OF MERGER Nevada Articles of Merger of Celsius, Inc. with Elite FX, Inc.

EXHIBIT 3.1

DEAN HELLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: secretaryofstate.biz
 

Filed in the office of
/s/ Ross Miller
Secretary of State
State of Nevada

 

 		Document Number: 
20070059580-06

Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 1

Filing Date and Time:
01/29/2007 1:00 AM
Entity Number:
E0033032007-3
 

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 o and attach an 81/2" x 11'' blank sheet containing the
required information for each additional entity.
   

ELITE FX, INC.
  Name of merging entity

FLORIDA   CORPORATION
Jurisdiction   Entity type *

   
  Name of merging entity

     
Jurisdiction   Entity type *

 
  Name of merging entity

     
Jurisdiction   Entity type *

 
  Name of merging entity

     
Jurisdiction   Entity type *

and,

CELSIUS, INC.
  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.

Nevada Secretary of State AM Merger 2003
Revised on: 10/03/05

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DEAN HELLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: secretaryofstate.biz
   

Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 2

 
   
 

ABOVE SPACE IS FOR OFFICE USE ONLY

 

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 o 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
     

 
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.

Nevada Secretary of State AM Merger 2003
Revised on: 10/03/05

 2

 

DEAN HELLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: secretaryofstate.biz
   

Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 3

 
   
 

ABOVE SPACE IS FOR OFFICE USE ONLY

 

  (b) The plan was approved by the required consent of the owners of *;

 

  ELITE FX, INC.
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;

  CELSIUS, INC. 
  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.

Nevada Secretary of State AM Merger 2003
Revised on: 10/03/05

3

 

DEAN HELLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: secretaryofstate.biz
   

Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 4

 
   
 

ABOVE SPACE IS FOR OFFICE USE ONLY

  

  (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.

Nevada Secretary of State AM Merger 2003
Revised on: 10/03/05

 4

 

DEAN HELLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: secretaryofstate.biz
   

Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 5

 
   
 

ABOVE SPACE IS FOR OFFICE USE ONLY

 

5) Amendments, if any, to the articles or certificate of the surviving entity. Provide
article numbers, if available. (NRS 92A.200)*:

 

 

 

 

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 (optional)**: ___________

 

* 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.

Nevada Secretary of State AM Merger 2003
Revised on: 10/03/05

5

 

DEAN HELLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: secretaryofstate.biz
   

Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 6

 
   
 

ABOVE SPACE IS FOR OFFICE USE ONLY

 

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 o and attach an 81/2" x 11'' blank sheet containing the required information for each additional entity.):
   

ELITE FX, INC
Name of merging entity  

/s/ Stephen Haley   PRESIDENT    
Signature   Title   Date

 

 
Name of merging entity  

         
Signature   Title   Date

 

   
Name of merging entity

       

 

Signature   Title   Date

 

CESLSIUS, INC.
Name of surviving entity  

/s/ Kristian Kostovski   PRESIDENT    
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.

Nevada Secretary of State AM Merger 2003
Revised on: 10/03/05

 

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