RECEIVED
AUG 3 1998
Utah Div. of Corp.
ARTICLES OF MERGER Comm. Code
THESE ARTICLES OF MERGER are made by and between QCMERCO, INC., a Utah
corporation governed by the Utah Revised Business Corporation Act ("QCMERCO"),
TELECONNECT, INC., a Utah corporation governed by the Utah Revised Business
Corporation Act ("TCI"), TELESHARE 900, INC., a Utah corporation governed by the
Utah Revised Business Corporation Act ("T 900"), and Q COMM INTERNATIONAL, INC.,
a Nevada corporation governed by Chapters 78 and 92A of the Nevada Revised
Statutes ("QCI").
ARTICLE I. PLAN OF MERGER
Pursuant to these Articles of Merger, TCI, T900, and QCI are hereby merged
into QCMERCO, and QCMERCO will be the surviving corporation. The terms and
conditions of the merger are set forth in the Plan of Merger dated July 13, 1998
("Plan of Merger"), a copy of which is attached hereto as Exhibit A and
incorporated herein by this reference.
ARTICLE II. DIRECTOR APPROVAL
The Plan of Merger has been duly adopted and approved by the Boards of
Directors of QCMERCO, TCI, T900, and QCI in accordance with the laws of the
state of Utah.
ARTICLE III. STOCKHOLDER APPROVAL
QCMERCO has authorized 100 shares of common stock, no par value (the
"QCMERCO Common Stock"), of which 100 shares are issued and outstanding and
entitled to vote on the merger. Of the issued and outstanding QCMERCO Common
Stock, 100 shares were voted for approval of the Plan of Merger by written
consent and no shares were voted against approval of the Plan of Merger. The
number of votes cast for approval of the Plan of Merger by each voting group of
the capital stock of QCMERCO was sufficient for approval by the owners of each
such voting group.
TCI has authorized 10,000 shares of common stock, par value $0.001 per
share (the "TCI Common Stock") of which 3,639 shares are issued and outstanding.
Of the issued and outstanding TCI Common Stock, 2,990 shares were voted for
approval of the Plan of Merger by written consent and no shares were voted
against approval of the Plan of Merger. The number of votes cast for approval of
the Plan of Merger by each voting group of the capital stock of TCI was
sufficient for approval by the owners of each such voting group.
T 900 has authorized 10,000 shares of common stock, par value $0.001 per
share (the "T 900 Common Stock") of which 3,326 shares are issued and
outstanding. Of the issued and outstanding T 900 Common Stock, 3,000 shares were
voted for approval of the Plan of Merger by written consent and no shares were
voted against approval of the Plan of Merger. The number of votes cast for
approval of the Plan of Merger by each voting group of the capital stock of T
900 was sufficient for approval by the owners of each such voting group.
QCI has authorized 25,000,000 shares of common stock, par value $0.001 per
share (the "QCI Common Stock") of which 180,550 shares are issued and
outstanding and entitled to vote on the merger. Of the issued and outstanding
QCI Common Stock, 90,300 shares were voted for approval of the Plan of Merger by
written consent and no shares were voted against approval of the Plan of Merger.
The number of votes cast for approval of the Plan of Merger by each class and
series of the capital stock of QCI was sufficient for approval by the owners of
each such class and series.
ARTICLE IV. AMENDMENTS TO ARTICLES OF INCORPORATION
Pursuant to the Plan of Merger, the Articles of Incorporation of QCMERCO
as the surviving corporation are hereby amended by deleting Article I of the
Articles of Incorporation of QCMERCO and inserting the following in lieu
thereof:
ARTICLE I. NAME
The name of the Corporation shall be: Q Comm, Inc.
IN WITNESS WHEREOF, QCMERCO, Inc., Teleconnect, Inc., Teleshare 900, Inc.,
and Q Comm International, Inc., acting through their respective presidents have
executed these Articles of Xxxxxx as of the 3rd day of August, 1998.
QCMERCO, INC.
By /s/ Xxx Xxxxxx
---------------------------------
Xxx Xxxxxx, President
TELECONNECT, INC.
By /s/ Xxxxxx Xxxxx
---------------------------------
Xxxxxx Xxxxx, President
TELESHARE 900, INC.
By /s/ Xxxxxx Xxxxx
---------------------------------
Xxxxxx Xxxxx, President
Q COMM INTERNATIONAL, INC.
By /s/ Xxxxxx Xxxxx
---------------------------------
Xxxxxx Xxxxx, President
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