EXHIBIT 10.2
CERTIFICATE OF OWNERSHIP AND MERGER
OF COMERCIS, INC.
INTO
ROCKY MOUNTAIN FINANCIAL ENTERPRISES, INC.
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CERTIFICATE OF OWNERSHIP AND MERGER
OF
COMERCIS, INC.
(A DELAWARE CORPORATION)
INTO
ROCKY MOUNTAIN FINANCIAL ENTERPRISES, INC.
(A COLORADO CORPORATION)
It is hereby certified that:
1. Comercis, Inc. is a business corporation of the State of Delaware.
2. Comercis, Inc. is the owner of 90% the outstanding shares of common
stock of Rocky Mountain Financial Enterprises, Inc., which is a business
corporation of the state of Colorado.
3. The laws of the jurisdiction of organization of Rocky Mountain Financial
Enterprises, Inc. and of Comercis, Inc. permit the merger of a business
corporation in that jurisdiction with a business corporation of another
jurisdiction.
4. Comercis, Inc. is hereby merged into Rocky Mountain Financial
Enterprises, Inc..
5. The name of the surviving corporation in the merger herein certified is
Rocky Mountain Financial Enterprises, Inc., which will continue its existence as
the surviving corporation, upon the effective date of said merger pursuant to
the provisions of the Business Corporation Act of the State of Colorado.
6. The Certificate of Incorporation of RMFE, as now in force and effect,
shall continue to be the Certificate of Incorporation of said surviving
corporation until amended and changed pursuant to the provisions of the Business
Corporation Act of the State of Colorado.
7. The executed Agreement and Plan of Merger between the aforesaid
constituent corporation is on file at the office of the aforesaid surviving
corporation, the address of which is as follows: 402 Caroll Avenue, Suite 110,
Southlake, TX 76092.
8. The proposed merger has been approved by a majority holders of the
issued and outstanding stock of Comercis, Inc. pursuant to Section 253 of DGC
Act.
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9. A copy of the aforesaid Agreement and Plan of Merger will be furnished
by the aforesaid surviving corporation, on request, and without cost, to any
stockholder of each of the aforesaid constituent corporations.
10. The following is a copy of the resolutions adopted on December 13, 2000
by the Board of Directors of the corporation to merge the said Comercis, Inc.
into Rocky Mountain Financial Enterprises, Inc.:
RESOLVED that Comercis, Inc. be merged into Rocky Mountain Financial
Enterprises, Inc., and that all the estate, property, rights,
privileges, powers, and franchises of Comercis, Inc. be vested in and
held and enjoyed by this Corporation as fully and entirely and without
change or diminution as the same were before held and enjoyed by
Comercis, Inc. in its name.
RESOLVED that Rocky Mountain Financial Enterprises, Inc. will assume
all the obligations of Comercis, Inc.
RESOLVED that each shareholder of Comercis, Inc. shall receive a unit
consisting of .85 shares pro rata of Rocky Mountain Financial
Enterprises, Inc. and a warrant to purchase .25 shares of RMFE at $0.01
for each share of Comercis, Inc. owned, on surrender of the
certificates of Comercis, Inc. but shall receive no other rights, cash,
stock, or property.
RESOLVED that this Corporation shall cause to be executed and filed
and/or recorded the documents prescribed by the laws of the State of
Delaware, by the laws of the State of Colorado, and by the laws of any
other appropriate jurisdiction and will cause to be performed all
necessary acts within the jurisdiction of organization of Rocky
Mountain Financial Enterprises, Inc. and of Comercis, Inc. and in any
other appropriate jurisdiction.
RESOLVED that the name of Rocky Mountain Financial Enterprises, Inc. be
changed to Comercis, Inc. after any necessary filings with the SEC.
RESOLVED that the effective time of the Merger setting forth a copy of
these resolutions shall be December 14, 2000, and that, insofar as the
General Corporation Law of the State of Delaware shall govern the same,
said time shall be the effective merger time.
11. Rocky Mountain Financial Enterprises, Inc. agrees it may be served
with process in this State in any proceeding for enforcement of any obligation
of any constituent corporation of this State as well as for enforcement of any
obligation of the surviving or resulting corporation arising from the merger or
consolidation, including any suit or other proceeding to enforce the right of
any stockholders as determined in a appraisal proceedings pursuant to SS.262 of
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DC6LAW title and hereby irrevocably appoints the Secretary of State as its agent
to accept service of process in any such suit or other proceedings and the
address to which a copy of such process shall be mailed by the Secretary of
State.
Executed on December 14, 2000.
ROCKY MOUNTAIN FINANCIAL ENTERPRISES, INC.
BY: /s/Chris M. Meaux
Chris M. Meaux, President
STATE OF TEXAS
COUNTY OF TARRANT
The foregoing Certificate of Ownership and Merger was acknowledged
before me this 14th day of December 2000, by Chris Meaux President of Rocky
Mountain Financial Enterprises, Inc. who affirmed the facts contained therein
under penalties of perjury.
/s/
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Notary Public
