Form: 8-K

Current report filing

July 15, 2008

CERTIFICATE OF OWNERSHIP
 
OF
 
SICLONE INDUSTRIES, INC.
(a Delaware corporation)
 
AND
 
APOLLO MEDICAL HOLDINGS, INC.
(a Delaware corporation)
 
 
UNDER SECTION 253 OF THE GENERAL CORPORATION LAW
 
OF THE STATE OF DELAWARE

The undersigned corporations organized and existing under and by virtue of the General Corporation Law of the State of Delaware,
 
DO HEREBY CERTIFY:

FIRST: That the name and state of incorporation of each of the constituent corporations of the merger are as follows:
 
NAME
STATE OF INCORPORATION
 
 
Siclone Industries., Inc.
Delaware
 
 
Apollo Medical Holdings, Inc.
Delaware


SECOND: That 100% of the outstanding stock of Apollo Medical Holdings, Inc. is owned by Siclone Industries, Inc.

THIRD: That the name of the surviving corporation of the merger is Siclone Industries, Inc., which will continue its existence as said surviving corporation under the name Apollo Medical Holdings, Inc.

FOURTH: That the Certificate of Incorporation of Siclone Industries, Inc., a Delaware corporation, the surviving corporation, shall be the Certificate of Incorporation of the surviving corporation, except that article FIRST relating to the name shall be struck and shall be substituted in lieu therefor the following article:

“FIRST: The name of the corporation is Apollo Medical Holdings, Inc.”

 
 

 

FOURTH:  That the members of the Board of Directors of Siclone Industries, Inc. unanimously adopted the following resolution by written consent on the 18th day of June, 2008:

 
RESOLVED, that the Company's wholly-owned subsidiary, Apollo Medical Holdings, Inc., be merged with and into the Company, and that upon the filing of the appropriate certificate of Merger with the Secretary of State of the State of Delaware, the Company's name shall be changed to Apollo Medical Holdings, Inc.

FIFTH:   This merger shall be effective on July 2, 2008.
 
IN WITNESS WHEREOF, the undersigned have executed this Certificate this 18th day of June, 2008.
 
 
 
SICLONE INDUSTRIES, INC.
   
   
 
By:/s/ Warren Hosseinion
Name:  Dr. Warren Hosseinion
Title:  Chief Executive Officer
   
   
 
APOLLO MEDICAL HOLDINGS, INC.
   
   
 
By:/s/ Warren Hosseinion
Name: Dr. Warren Hosseinion
Title:  Chief Executive Officer

 
 
2