ARTICLES OF EXCHANGE

This document was submitted to the SEC on behalf of IVT SOFTWARE INC. The original filing can be found at http://www.sec.gov/Archives/edgar/data/00014242...

Exhibit 3-2

 

ROSS MILLER                           

Secretary of State                    

 

204 North Carson Street, Ste 1

 

Carson City, Nevada 89701-4520                                                   

 

(775) 684 5708

 

 

 

 

Filed in the office of                         Document Number  20100960427-21

Filing Date:  12/28/2010 11:11 AM

/s/ Ross Miller                                  Entity Number E0189892006-1                

Secretary of State

State of Nevada

 

 

Website: www.nvsos.gov

 

        

Page 1

Articles of Exchange

(Pursuant to NRS Chapter 92A - excluding 92A.200(4b))

 

Articles of Exchange

(PURSUANT TO NRS 92A.200)

 

USE BLACK INK ONLY • DO NOT HIGHLIGHT 

ABOVE SPACE IS FOR OFFICE USE ONLY

1)

Name and jurisdiction of organization of each constituent entity (NRS 92A.200).  If there are more than two constituent entities, check box   o    and attach an 8 1/2" x 11" blank sheet listing the entities continued from article one.

Pennsylvania

Limited Liability Corporation

Jurisdiction

Entity type*

Nevada

Corporation

Jurisdiction

Entity type*

2)

The undersigned declares that a plan of exchange has been adopted by each constituent entity (NRS 92A.200).  

This form must be accompanied by appropriate fees.  

Nevada Secretary of State 92A Exchange Page 1

Revised: 03-26-09

USE BLACK INK ONLY • DO NOT HIGHLIGHT 

ABOVE SPACE IS FOR OFFICE USE ONLY

1)

Name and jurisdiction of organization of each constituent entity (NRS 92A.200).  If there are more than two constituent entities, check box   o    and attach an 8 1/2" x 11" blank sheet listing the entities continued from article one.

Haddad Wylie Industries, LLC

Name of acquired entity

Pennsylvania

Limited Liability Corporation

Jurisdiction

Entity type*

IVT Software, Inc.

Name of acquiring entity

Nevada

Corporation

Jurisdiction

Entity type*

2)

The undersigned declares that a plan of exchange has been adopted by each constituent entity (NRS 92A.200).  

* Corporation, non-profit corporation, limited partnership, limited-liability 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 Exchange Page 1

Revised: 03-26-09

(Seal)

ROSS MILLER

Secretary of State

 

204 North Carson Street, Ste 1

 

Carson City, Nevada 89701-4520 

 

(775) 684 5708

 

Website: www.nvsos.gov

 

Articles of Exchange

(PURSUANT TO NRS 92A.200)

Page 2

 

USE BLACK INK ONLY • DO NOT HIGHLIGHT 

ABOVE SPACE IS FOR OFFICE USE ONLY

3)  

Owner’s approval (NRS 92A.200) (options a, b, or c must be used for such entity) (if there are more than two constituent entities, check box   o    and attach an 8 1/2" x 11" blank sheet listing the entities continued from article three):

 

(a)  

Owner’s approval was  not required from

 

 Name of acquired entity,

 

and, or;

 

.

Name of acquiring entity, if applicable

 

(b)

The plan was approved by the required consent of the owners of *

 

  Haddad Wylie Industries, LLC

Name of acquired entity, if applicable

 

and, or;

 

IVT Software, Inc.

Name of acquiring entity, if applicable

* Unless otherwise provided in the certificate of trust or governing instrument of a business trust, an exchange must be approved by all the trustees and beneficial owners of each business trust that is a constituent entity in the exchange.

This form must be accompanied by appropriate fees.  

Nevada Secretary of State 92A Exchange Page 2

Revised: 03-26-09

(Seal)

ROSS MILLER

Secretary of State

 

204 North Carson Street, Ste 1

 

Carson City, Nevada 89701-4520 

 

(775) 684 5708

 

Website: www.nvsos.gov

Articles of Exchange

(PURSUANT TO NRS 92A.200)

Page 3

 

USE BLACK INK ONLY • DO NOT HIGHLIGHT 

ABOVE SPACE IS FOR OFFICE USE ONLY

 

(c)

Approval of plan of exchange for Nevada non-profit corporation (NRS 92A.160):

 

The plan of exchange has been approved by the directors of the corporation and by each public officer or other person whose approval of the plan of exchange is required by the articles of incorporation of the domestic corporation.

 

 Name of acquired entity, if applicable

 

and, or;

 

IVT Software, Inc.

Name of acquiring entity, if applicable

4)  

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

 

x

 

or,

(a)

The entire plan of exchange is attached;

 

 

 

o

(b)

The entire plan of exchange is on file at the registered office of the acquiring corporation, limited-liability company or business trust, or at the records office address if a limited partnership, or other place of business of the acquiring entity (NRS 92A.200).

This form must be accompanied by appropriate fees.  

Nevada Secretary of State 92A Exchange Page 3

Revised: 03-26-09

(Seal)

ROSS MILLER

Secretary of State

 

204 North Carson Street, Ste 1

 

Carson City, Nevada 89701-4520 

 

(775) 684 5708

 

Website: www.nvsos.gov

 

Articles of Exchange

(PURSUANT TO NRS 92A.200)

Page 4

 

USE BLACK INK ONLY • DO NOT HIGHLIGHT 

ABOVE SPACE IS FOR OFFICE USE ONLY

5)

Effective date (optional)*:

6) 

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 a member if there are no managers; A trustee of each Nevada business trust (NRS 92A.230)**

 

If there are, more than two constituent entities, please check box and attach an 8 1/2" x 11" blank sheet listing the entities continued from article six.     o

 

Haddad Wylie Industries, LLC

Name of acquired entity

         
             
 

/s/ Deric Haddad

 

President

 

12/28/2010

 
 

Signature

 

Title

 

Date

 
             
 

IVT Software, Inc.

Name of acquiring entity

         
             
 

/s/ Deric Haddad

 

President

 

6/28/2010

 
 

Signature

 

Title

 

Date

 

* An exchange takes effect upon filing the articles of exchange 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).

** The articles of exchange 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 Exchange Page 4

Revised: 03-26-09

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