EXHIBIT 99.1
ARTICLES OF MERGER
of
TONER SYSTEMS INTERNATIONAL, INC., a Utah Corporation
into
TONER SYSTEMS INTERNATIONAL, INC., a Nevada Corporation
FIRST: The name of the surviving entity is TONER SYSTEMS INTERNATIONAL,
INC., and the place of its initial organization as TONER SYSTEMS INTERNATIONAL,
INC. is in the jurisdiction of the State of Utah, on August 25, 1980, under the
provisions of that state which permit this merger. The name, place and
organization of the entity being merged into the surviving entity is TONER
SYSTEMS INTERNATIONAL, INC., organized in the jurisdiction of the State of
Nevada on February 09, 1998.
SECOND: A Plan of Reorganization and Change of Domicile was adopted by each
entity that is a party to this merger and set forth in the Plan of
Reorganization and Change of Domicile, effective February 15, 1998. A copy of
the Plan of Reorganization and Change of Domicile is attached hereto and part of
these Articles of Merger.
THIRD: The name of the surviving corporation is TONER SYSTEMS INTERNATIONAL,
INC., which has been taken over and become the Nevada Corporation. The Nevada
Company shall survive the Reorganization as indicated in the Plan of
Reorganization and change of Domicile and these Articles of Merger. After
Reorganization, the operational history of the Company, TONER SYSTEMS
INTERNATIONAL, INC., before the Reorganization, with the duties and
relationships to its shareholders, shall be unchanged by the Reorganization. All
of its property and its shareholder list shall be unchanged. The Public Utah
Company, TONER SYSTEMS INTERNATIONAL, INC., shall cease to exist as a separate
entity and shall survive as, and only as, the Public Nevada Company, TONER
SYSTEMS INTERNATIONAL, INC.
FOURTH: The Articles of Incorporation of TONER SYSTEMS INTERNATIONAL, INC.
shall be the same as filed in the State of Nevada as reflected by the submitted
Articles of Incorporation (File number 2538-1998) filed by TONER SYSTEMS
INTERNATIONAL, INC., the Nevada Corporation.
FIFTH: The executed Plan of Reorganization and Change of Domicile was voted
upon by the Board of Directors of each component company with the majority
consent of each components shareholders, i.e. fifty percent or more approval of
each component corporation. A copy of the Majority Consent of Shareholders for
each component company is attached hereto and part of these Articles of Merger.
SIXTH: The executed Plan of Reorganization is on file at the principal
place of business of TONER SYSTEMS INTERNATIONAL, INC., the merged Nevada
Corporation at 4485 Abinadi Road, Salt Lake City, Utah 84124 and at the office
of the Nevada Resident Agent and at the principle place of business of TONER
SYSTEMS INTERNATIONAL, INC. the former Utah Corporation at 4485 Abinadi Road,
Salt Lake City, Utah 84124.
SEVENTH: All entities involved in this merger have complied with the laws
of their respective jurisdictions or organization concerning this merger. The
governing law shall be the laws of the State of Nevada.
EIGHTH: The effective date of this merger shall be February 15, 1998.
NINTH: The Board of Directors of the survived merged entity shall be Laura
Olson , 4485 Abinadi Road, Salt Lake City, Utah 84124 and Gerald Walton , 776
Woodshire Circle, Murray, Utah 84107.
TONER SYSTEMS INTERNATIONAL, INC.
a Nevada Corporation
/s/ Laura Olson, President-Director
/s/ Gerald Walton, Director
TONER SYSTEMS INTERNATIONAL, INC.
a Utah Corporation
/s/ Laura Olson, President-Director
