Articles of Merger filed with the Nevada Secretary

EX-3.01 2 dex301.htm ARTICLES OF MERGER FILED WITH THE NEVADA SECRETARY Articles of Merger filed with the Nevada Secretary

Exhibit 3.01


	ROSS MILLER Secretary of State 204 North Carson Street, Suite 1 Carson City, Nevada 89701-4520 (775) 684 5708 Website: www.nvsos.gov



		Filed in the office of	Document Number
			20090682303-03
			Filing Date and Time
		Ross Miller	09/15/2009 3:25 PM
Articles of Merger (PURSUANT TO NRS 92A.200)		Secretary of State State of Nevada	Entity Number E0482392006-7
Page 1


USE BLACK INK ONLY - DO NOT HIGHLIGHT		ABOVE SPACE IS FOR OFFICE USE ONLY



	Articles of Merger
	(Pursuant to NRS 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 8¹/2” x 11” blank sheet containing the required information for each additional entity.

	Bidfish.com Inc.

	Name of merging entity

	Nevada	Corporation
	Jurisdiction	Entity type *
	Park and Sell Corp.

	Name of merging entity

	Nevada	Corporation
	Jurisdiction	Entity type *

	Name of merging entity

	Jurisdiction	Entity type *

	Name of merging entity

	Jurisdiction	Entity type *
	and,
	Park and Sell 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.		Nevada Secretary of State 92A Merger Page 1
		Revised: 3-26-09

ROSS MILLER

Secretary of State

204 North Carson Street, Suite 1

Carson City, Nevada 89701-4520

(775) 684 5708

Website: www.nvsos.gov

Articles of Merger

(PURSUANT TO NRS 92A.200)

Page 2


USE BLACK INK ONLY - DO NOT HIGHLIGHT		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 ¨ 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

		Bidfish.com Inc.
		Name of merging entity, if applicable

		Park and Sell Corp.
		Name of merging entity, if applicable

		Name of merging entity, if applicable

		Name of merging entity, if applicable

		and, or;

		Park and Sell Corp.
		Name of surviving entity, if applicable


This form must be accompanied by appropriate fees.		Nevada Secretary of State 92A Merger Page 2
		Revised: 3-26-09

ROSS MILLER

Secretary of State

204 North Carson Street, Suite 1

Carson City, Nevada 89701-4520

(775) 684 5708

Website: www.nvsos.gov

Articles of Merger

(PURSUANT TO NRS 92A.200)

Page 3


USE BLACK INK ONLY - DO NOT HIGHLIGHT		ABOVE SPACE IS FOR OFFICE USE ONLY

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

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.		Nevada Secretary of State 92A Merger Page 3
		Revised: 3-26-09

ROSS MILLER

Secretary of State

204 North Carson Street, Suite 1

Carson City, Nevada 89701-4520

(775) 684 5708

Website: www.nvsos.gov

Articles of Merger

(PURSUANT TO NRS 92A.200)

Page 4


USE BLACK INK ONLY - DO NOT HIGHLIGHT		ABOVE SPACE IS FOR OFFICE USE ONLY

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

and, or;

Name of surviving entity, if applicable


This form must be accompanied by appropriate fees.		Nevada Secretary of State 92A Merger Page 4
		Revised: 3-26-09

ROSS MILLER

Secretary of State

204 North Carson Street, Suite 1

Carson City, Nevada 89701-4520

(775) 684 5708

Website: www.nvsos.gov

Articles of Merger

(PURSUANT TO NRS 92A.200)

Page 5


USE BLACK INK ONLY - DO NOT HIGHLIGHT		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):**

	Article 1 of the Articles of Incorporation of Park and Sell Corp. shall be amended to state that the name of the corporation is “Bidfish.com 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):** September 15, 2009

* 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 92A Merger Page 5
		Revised: 3-26-09

ROSS MILLER

Secretary of State

204 North Carson Street, Suite 1

Carson City, Nevada 89701-4520

(775) 684 5708

Website: www.nvsos.gov

Articles of Merger

(PURSUANT TO NRS 92A.200)

Page 6


USE BLACK INK ONLY - DO NOT HIGHLIGHT		ABOVE SPACE IS FOR OFFICE USE ONLY

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-liability limited partnership; A manager of each Nevada limited-liability company with managers or one member 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 8¹/2” x 11” blank sheet containing the required information for each additional entity.):


Bidfish.com Inc.
Name of merging entity
X	President	Aug 27, 2009
Signature	Title	Date

Park and Sell Corp.
Name of merging entity
X	President	Aug 27, 2009
Signature	Title	Date

Name of merging entity
X
Signature	Title	Date

Name of merging entity
X
Signature	Title	Date

Park and Sell Corp.
Name of surviving entity
X	President	Aug 27, 2009
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 with the proper fees may cause this filing to be rejected.


This form must be accompanied by appropriate fees.		Nevada Secretary of State 92A Merger Page 6
		Revised: 3-26-09

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT dated as of August 26, 2009.

BETWEEN:

BIDFISH.COM INC., a Nevada corporation, having its office at 4440 NW 73rd Avenue, Suite 6049, Miami, FL 33166

(“Bidfish”)

AND:

PARK AND SELL CORP., a Nevada corporation, having its office at Torre Advanced 099, Piso 6, Calle Ricardo Arias, Apartado 10701, El Dorado, Panama

(“Park and Sell”)

WHEREAS:

A. Bidfish is the wholly-owned subsidiary of Park and Sell;

B. The boards of directors of Bidfish and Park and Sell deem it advisable and in the best interests of their respective companies and shareholders that Bidfish be merged with and into Park and Sell, with Park and Sell remaining as the surviving corporation under the name “Bidfish.com Inc.”;

C. The board of directors of Bidfish has approved the plan of merger embodied in this Agreement; and

D. The board of directors of Park and Sell has approved the plan of merger embodied in this Agreement.

THEREFORE, in consideration of the mutual agreements and covenants set forth herein, the parties hereto do hereby agree to merge on the terms and conditions herein provided, as follows:

1.	THE MERGER

1.1

The Merger

Upon the terms and subject to the conditions hereof, on the Effective Date (as hereinafter defined), Bidfish shall be merged with and into Park and Sell in accordance with the applicable laws of the State of Nevada (the “Merger”). The separate existence of Bidfish shall cease, and Park and Sell shall be the surviving corporation under the name “Bidfish.com Inc.” (the “Surviving Corporation”) and shall be governed by the laws of the State of Nevada.

1.2

Effective Date

The Merger shall become effective on the date and at the time (the “Effective Date”) that:

(a)

the Articles of Merger, in substantially the form annexed hereto as APPENDIX A, that the parties hereto intend to deliver to the Secretary of State of the State of Nevada, are accepted and declared effective by the Secretary of State of the State of Nevada; and

(b)

after satisfaction of the requirements of the laws of the State of Nevada.

1.3

Articles of Incorporation

On the Effective Date, the Articles of Incorporation of Park and Sell, as in effect immediately prior to the Effective Date, shall continue in full force and effect as the Articles of Incorporation of the Surviving Corporation except that Article 1 of the Articles of Incorporation of Park and Sell, as the Surviving Corporation, shall be amended to state that the name of the corporation is “Bidfish.com Inc.”.

1.4

Bylaws

On the Effective Date, the Bylaws of Park and Sell, as in effect immediately prior to the Effective Date, shall continue in full force and effect as the bylaws of the Surviving Corporation.

1.5

Directors and Officers

The directors and officers of Park and Sell immediately prior to the Effective Date shall be the directors and officers of the Surviving Corporation, until their successors shall have been duly elected and qualified or until otherwise provided by law, the Articles of Incorporation of the Surviving Corporation or the Bylaws of the Surviving Corporation.

- 2 -

2.	CONVERSION OF SHARES

2.1

Common Stock of Park and Sell

Upon the Effective Date, by virtue of the Merger and without any action on the part of any holder thereof, each share of common stock of Park and Sell, par value of $0.00001 per share, issued and outstanding immediately prior to the Effective Date shall be changed and converted into one fully paid and non-assessable share of the common stock of the Surviving Corporation, par value of $0.00001 per share (the “Survivor Stock”).

2.2

Common Stock of Bidfish

Upon the Effective Date, by virtue of the Merger and without any action on the part of the holder thereof, each share of common stock of Bidfish, par value of $0.00001 per share, issued and outstanding immediately prior to the Effective Date shall be cancelled.

2.3

Exchange of Certificates

Each person who becomes entitled to receive any Survivor Stock by virtue of the Merger shall be entitled to receive from the Surviving Corporation a certificate or certificates representing the number of Survivor Stock to which such person is entitled as provided herein.

3.	EFFECT OF THE MERGER

3.1

Rights, Privileges, etc.

On the Effective Date of the Merger, the Surviving Corporation, without further act, deed or other transfer, shall retain or succeed to, as the case may be, and possess and be vested with all the rights, privileges, immunities, powers, franchises and authority, of a public as well as of a private nature, of Bidfish and Park and Sell; all property of every description and every interest therein, and all debts and other obligations of or belonging to or due to each of Bidfish and Park and Sell on whatever account shall thereafter be taken and deemed to be held by or transferred to, as the case may be, or invested in the Surviving Corporation without further act or deed, title to any real estate, or any interest therein vested in Bidfish or Park and Sell, shall not revert or in any way be impaired by reason of this merger; and all of the rights of creditors of Bidfish and Park and Sell shall be preserved unimpaired, and all liens upon the property of Bidfish or Park and Sell shall be preserved unimpaired, and all debts, liabilities, obligations and duties of the respective corporations shall thenceforth remain with or be attached to, as the case may be, the Surviving Corporation and may be enforced against it to the same extent as if all of said debts, liabilities, obligations and duties had been incurred or contracted by it.

- 3 -

3.2

FURTHER ASSURANCES

From time to time, as and when required by the Surviving Corporation or by its successors and assigns, there shall be executed and delivered on behalf of Bidfish such deeds and other instruments, and there shall be taken or caused to be taken by it such further other action, as shall be appropriate or necessary in order to vest or perfect in or to confirm of record or otherwise in the Surviving Corporation the title to and possession of all the property, interest, assets, rights, privileges, immunities, powers, franchises and authority of Bidfish and otherwise to carry out the purposes of this Agreement, and the officers and directors of the Surviving Corporation are fully authorized in the name and on behalf of Bidfish or otherwise to take any and all such action and to execute and deliver any and all such deeds and other instruments.

4.	GENERAL

4.1

Abandonment

Notwithstanding any approval of the Merger or this Agreement by the shareholders of Bidfish or Park and Sell or both, this Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, by mutual written agreement of Bidfish and Park and Sell.

4.2

Amendment

At any time prior to the Effective Date, this Agreement may be amended or modified in writing by the board of directors of both Bidfish and Park and Sell.

4.3

Governing Law

This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Nevada.

4.4

Counterparts

In order to facilitate the filing and recording of this Agreement, the same may be executed in any number of counterparts, each of which shall be deemed to be an original.

4.5

Electronic Means

Delivery of an executed copy of this Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Agreement as of the date hereof.

- 4 -

IN WITNESS WHEREOF, the parties hereto have entered into and signed this Agreement as of the date set forth above.


BIDFISH.COM INC.

Per:
		Authorized Signatory

PARK AND SELL CORP.

Per:
		Authorized Signatory

- 5 -

APPENDIX A

To the Agreement and Plan of Merger between

Bidfish and Park and Sell

Articles of Merger

ROSS MILLER

Secretary of State

204 North Carson Street, Suite 1

Carson City, Nevada 89701-4520

(775) 684 5708

Website: www.nvsos.gov

Articles of Merger

(PURSUANT TO NRS 92A.200)

Page 1


USE BLACK INK ONLY - DO NOT HIGHLIGHT		ABOVE SPACE IS FOR OFFICE USE ONLY



Articles of Merger
(Pursuant to NRS 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 8¹/2” x 11” blank sheet containing the required information for each additional entity.

Bidfish.com Inc.

Name of merging entity

Nevada		Corporation
Jurisdiction		Entity type *
Park and Sell Corp.

Name of merging entity

Nevada		Corporation
Jurisdiction		Entity type *

Name of merging entity

Jurisdiction		Entity type *

Name of merging entity

Jurisdiction		Entity type *
and,
Park and Sell 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.		Nevada Secretary of State 92A Merger Page 1
		Revised: 3-26-09

ROSS MILLER

Secretary of State

204 North Carson Street, Suite 1

Carson City, Nevada 89701-4520

(775) 684 5708

Website: www.nvsos.gov

Articles of Merger

(PURSUANT TO NRS 92A.200)

Page 2


USE BLACK INK ONLY - DO NOT HIGHLIGHT		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 ¨ and attach an 8¹/2” x 11” blank sheet containing the required information for each additional entity):

	(a)	Owner’s approval was not required from

		Bidfish.com Inc.

		Name of merging entity, if applicable

		Park and Sell Corp.

		Name of merging entity, if applicable

		Name of merging entity, if applicable

		Name of merging entity, if applicable

		and, or;

		Park and Sell Corp.

		Name of surviving entity, if applicable


This form must be accompanied by appropriate fees.		Nevada Secretary of State 92A Merger Page 2
		Revised: 3-26-09

ROSS MILLER

Secretary of State

204 North Carson Street, Suite 1

Carson City, Nevada 89701-4520

(775) 684 5708

Website: www.nvsos.gov

Articles of Merger

(PURSUANT TO NRS 92A.200)

Page 3


USE BLACK INK ONLY - DO NOT HIGHLIGHT		ABOVE SPACE IS FOR OFFICE USE ONLY

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

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 92A Merger Page 3
		Revised: 3-26-09

ROSS MILLER

Secretary of State

204 North Carson Street, Suite 1

Carson City, Nevada 89701-4520

(775) 684 5708

Website: www.nvsos.gov

Articles of Merger

(PURSUANT TO NRS 92A.200)

Page 4


USE BLACK INK ONLY - DO NOT HIGHLIGHT		ABOVE SPACE IS FOR OFFICE USE ONLY

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 92A Merger Page 4
		Revised: 3-26-09

ROSS MILLER

Secretary of State

204 North Carson Street, Suite 1

Carson City, Nevada 89701-4520

(775) 684 5708

Website: www.nvsos.gov

Articles of Merger

(PURSUANT TO NRS 92A.200)

Page 5


USE BLACK INK ONLY - DO NOT HIGHLIGHT		ABOVE SPACE IS FOR OFFICE USE ONLY

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

Article 1 of the Articles of Incorporation of Park and Sell Corp. shall be amended to state that the name of the corporation is “Bidfish.com Inc.”

Location of Plan of Merger (check a or b):

(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).

Effective date (optional)**: September 15, 2009

** 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 92A Merger Page 5
		Revised: 3-26-09

ROSS MILLER

Secretary of State

204 North Carson Street, Suite 1

Carson City, Nevada 89701-4520

(775) 684 5708

Website: www.nvsos.gov

Articles of Merger

(PURSUANT TO NRS 92A.200)

Page 6


USE BLACK INK ONLY - DO NOT HIGHLIGHT		ABOVE SPACE IS FOR OFFICE USE ONLY

(if there are more than four merging entities, check box ¨ and attach an 8¹/2” x 11” blank sheet containing the required information for each additional entity.):


Bidfish.com Inc.
Name of merging entity
X	President	Aug , 2009
Signature	Title	Date

Park and Sell Corp.
Name of merging entity
X	President	Aug , 2009
Signature	Title	Date

Name of merging entity
X
Signature	Title	Date

Name of merging entity
X
Signature	Title	Date

Park and Sell Corp.
Name of surviving entity
X	President	Aug , 2009
Signature	Title	Date

IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.


This form must be accompanied by appropriate fees.		Nevada Secretary of State 92A Merger Page 6
		Revised: 3-26-09