ex102.htm


    
      
      

      Exhibit
10.2

       

      
        	 	 	 	 
		
                ROSS
      MILLER

                Secretary of the State

                204 North Carson Street, Ste 1 

                Carson City, Nevada 89701-4299

                (775) 684 5708

                Website: secretaryofstate.biz

              	 	 
	 	 	 	 


      

       

      
        
          	
                   
      

                  
                    
                      Articles
      of Merger

                    

                    
                      (PURSUANT
      TO NRS 92A.200)

                    

                    
                      Page
      1

                    

                  

                   

                


        

        


         

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

                


        

         

      

      (Pursuant
to Nevada Revised Statutes 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  o and attach an
      81/2" x11" blank sheet containing the required
      information for each additional
  entity.

              


      

      
        
          

        

      

      Smart
Comm International Ltd. 

      
        
          

        

      

      Name of
merging entity

      
        
          

        

      

      
        
          	Nevada	Corporation	 	 
	Jurisdiction	Entity type
    *	 	 

 

        
          

        

      

      
         

        
          
Name of
merging entity

      

      
        
          

        

         

        
          

        

         

        
          	Jurisdiction 	Entity type
    *	 	 


        

        
          
            

          

        

         

        
          

        
Name of
merging
entity                                                      

      
        

      

      
        	Jurisdiction 	Entity type
    *	 	 


      

      
        

      

      Name of
merging entity  

      
        
          
                                                          

      

      
        
          	Jurisdiction 	Entity type
    *	 	 


        

        
          
            

          

        

      

      and,

      
        
          
Woize
International Ltd.

      

      
        
          

        

      

      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. 	 	 
	 	 	 


        

         

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
         

        
          	 	 	 	 
	 	
                  ROSS
      MILLER

                  Secretary of the State

                  204 North Carson Street, Ste 1 

                  Carson City, Nevada 89701-4299

                  (775) 684 5708

                  Website: secretaryofstate.biz

                	 	 
	 	 	 	 


        

         

        
          
            	
                     
      

                    
                      
                        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)

                


        

      

       

      
        	
                 
      

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

              


      

       

      
        	
                 
      

              	
                o   
      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 o 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

       

      Name of
merging entity, if applicable

       


        
          

        

      

      Name of
merging entity, if applicable

      
        
          

        

      

      Name of
merging entity, if applicable

      
        
          

        

      

      Name of
merging entity, if applicable and, or;

      
        
          

        

      

      Woize
International Ltd.

      
        
          

        

      

      Name of
surviving entity, if applicable

      
        
          

        

      

       

      
        
           

          
            	This
      form must
      be
      accompanied by appropriate
      fees. 	 	 
	 	 	 


          

           

        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
         

        
           

          
            	 	 	 	 
	 	
                    ROSS
      MILLER

                    Secretary of the State

                    204 North Carson Street, Ste 1 

                    Carson City, Nevada 89701-4299

                    (775) 684 5708

                    Website: secretaryofstate.biz

                  	 	 
	 	 	 	 


          

           

          
            
              	
                       
      

                      
                        
                          Articles
      of Merger

                        

                        
                          (PURSUANT
      TO NRS 92A.200)

                        

                        
                          Page
      3

                        

                      

                       

                    


            

             

          

        

      

       

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

                
	 	 


        

      

       

      Smart
Comm International Ltd.

       


        
          

        

      

      Name of
merging entity, If applicable

       


        
          

        

      

      Name of
merging entity, if applicable

       


        
          

        

      

      Name of
merging entity, if applicable

       


        
          

        

      

      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. 	 	 
	 	 	 


          

           

        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
           

          
             

            
              	 	 	 	 
	 	
                      ROSS
      MILLER

                      Secretary of the State

                      204 North Carson Street, Ste 1 

                      Carson City, Nevada 89701-4299

                      (775) 684 5708

                      Website: secretaryofstate.biz

                    	 	 
	 	 	 	 


            

             

            
              
                	
                         
      

                        
                          
                            Articles
      of Merger

                          

                          
                            (PURSUANT
      TO NRS 92A.200)

                          

                          
                            Page
      4

                          

                        

                         

                      


              

               

            

          

        

      

      
         

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

                  
	 	 


          

        

      

       

      (c)
Approval of plan of merger for Nevada non-profit corporation (NRS
92A.160);

       

      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

       


        
          

        

      

      Name of
merging entity, if applicable

       


        
          

        

      

      Name of
merging entity, if applicable

       


        
          

        

      

      Name of
merging entity, if applicable

       


        
          

        

      

      and,
or;

       


        
          

        

      

      Name of
surviving entity, if applicable

       


        
          

        

      

       

       

      
        
           

          
            	This
      form must
      be
      accompanied by appropriate
      fees. 	 	 
	 	 	 


          

           

        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          
            
               

              
                	 	 	 	 
	 	
                        ROSS
      MILLER

                        Secretary of the State

                        204 North Carson Street, Ste 1 

                        Carson City, Nevada 89701-4299

                        (775) 684 5708

                        Website: secretaryofstate.biz

                      	 	 
	 	 	 	 


              

               

              
                
                  	
                           
      

                          
                            
                              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 I 

      NAME

       

      The name
of the corporation is SMART COMM INTERNATIONAL LTD.

       


        
          

        

      

      6)
Location of Plan of Merger (check a or b): 

       

      o(a) The entire plan of
merger is attached;

       

      or

       

      x (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)**:

        
          
            

          

        

         

        
          * 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. 	 	 
	 	 	 


            

             

          

        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      
        
          
            
              
                 

                
                  	 	 	 	 
	 	
                          ROSS
      MILLER

                          Secretary of the State

                          204 North Carson Street, Ste 1 

                          Carson City, Nevada 89701-4299

                          (775) 684 5708

                          Website: secretaryofstate.biz

                        	 	 
	 	 	 	 


                

                 

                
                  
                    	
                             
      

                            
                              
                                Articles
      of Merger

                              

                              
                                (PURSUANT
      TO NRS 92A.200)

                              

                              
                                Page
      6

                              

                            

                             

                          


                  

                   

                

              

            

          

          
             

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

                      
	 	 


              

            

          

           

          8)
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 llimited partnership; A manager of each
Nevada limited-liability company with managers or all the members if there are
no managers; A trustee of each Nevada business trust (MRS
92A.230)*

          (If there are more than
four merging entities, check box o and attach an 8%" x11"
blank sheet containing the required
information for each additional
entity):

        

      

      
        
          
            

          

        

        Smart
Comm International Ltd.

        
          
            

          

        

      

      Name of merging
entity

      
        

      

      
        
          	 /s/Daniel
      Savino	President	Octuber 6,
      2008	 


        

        
          
            

          

        

        
          
            	Signature	Title	Date	 


          

           

        

        
          

        

      

    

    
      Name of
merging entity

    

    
      
        

      

    

    
      
        	 /s/	 	 	 


      

      
        
          

        

      

      
        
          	Signature	Title	Date	 


        

        
          
            

          

          
            Name of
merging entity

          

          
            
              

            

          

          
            
              	 /s/	 	 	 


            

            
              
                

              

            

            
              
                	Signature	Title	Date	 


              

              
                
                  
                     

                    Woize
International Ltd.

                    
                      

                    

                  

                  Name of
merging entity

                

                
                  
                    

                  

                

                
                  
                    	 /s/Daniel
      Savino	CEO 	Octuber 6,
      2008	 


                  

                  
                    
                      

                    

                  

                  
                    
                      	Signature	Title	Date	 


                    

                     

                    
                      * The
articles of
merger must be signed by each foreign constituent entity in the mariner
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 the proper fees may
cause
this filing to be rejected.


       

       

      
        
           

          
            	This
      form must
      be
      accompanied by appropriate
      fees.