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Exhibit 2.1.3
(FL State Seal)
FLORIDA DEPARTMENT OF STATE
Division of Corporations
December 11, 2007
MICHAEL ANTHONY
330 CLEMATIS STREET, SUITE 217
WEST PALM BEACH, FL 33401
The Articles of Merger were filed on December 7, 2007, for AMERICAN SURFACE
TECHNOLOGIES INTERNATIONAL, INC., the surviving Delaware entity not authorized
to transact business in Florida.
Should you have any further questions regarding this matter, please feel free to
call(850) 245-6050, the Amendment Filing Section.
Tracy Smith
Document Specialist Supervisor
Division of Corporations Letter Number: 507A00069568
P.O. BOX 6327 -Tallahassee, Florida 32314
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COVER LETTER
TO: Amendment Section
Division of Corporations
SUBJECT: AMERICAN SURFACE TECHNOLOGIES INTERNATIONAL, INC.
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(Name of Surviving Corporation)
The enclosed Articles of Merger and fee are submitted for filing.
Please return all correspondence concerning this matter to following:
MICHAEL ANTHONY
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(Contact Person)
AMERICAN SURFACE TECHNOLOGIES INTERNATIONAL, INC.
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(Firm/Company)
330 CLEMATIS STREET, STE. 217
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(Address)
WEST PALM BEACH, FL 33401
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(City/State and Zip Code)
For further information concerning this matter, please call:
MICHAEL ANTHONY At (561)514-0936
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(Name of Contact Person) (Area Code & Daytime Telephone Number)
Certified copy (optional) $8.75 (Please send an additional copy of your
document if a certified copy is requested)
STREET ADDRESS: MAILING ADDRESS:
Amendment Section Amendment Section
Division of Corporations Division of Corporations
Clifton Building P.O. Box 6327
2661 Executive Center Circle Tallahassee, Florida 32301
Tallahassee, Florida 32314
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ARTICLES OF MERGER
(Profit Corporations)
The following articles of merger are submitted in accordance with the
Florida Business Corporation Act, pursuant to section 607.1105, Florida
Statutes.
First: The name and jurisdiction of the surviving corporation:
Name Jurisdiction Document Number
(If known/applicable)
AMERICAN SURFACE TECHNOLOGIES INTERNATIONAL, INC. DELAWARE
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Second: The name and jurisdiction of each merging corporation:
Name Jurisdiction Document Number
(If known/applicable)
AMERICAN SURFACE TECHNOLOGIES INTERNATIONAL, INC. FLORIDA J73055
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Third: The Plan of Merger is attached.
Fourth: The merger shall become effective on the date the Articles of Merger are
filed with the Florida Department of State.
Or____/__/_____(Enter a specific date. NOTE: An effective date cannot be prior
to the date of filing or more than 90 days after merger file date.)
Fifth: Adoption of Merger by surviving corporation - (COMPLETE ONLY ONE
STATEMENT)
The Plan of Merger was adopted by the shareholders of the surviving corporation
on DECEMBER 5, 2007
The Plan of Merger was adopted by the board of directors of the surviving
corporation on ________________and shareholder approval was not required.
Sixth : Adoption of Merger by merging corporation(s) (COMPLETE ONLY ONE
STATEMENT)
The Plan of Merger was adopted by the shareholders of the merging corporation(s)
on DECEMBER 5, 2007
The Plan of Merger was adopted by the board of directors of the merging
corporation(s) on_________________ and shareholder approval was not required.
(Attach additional sheets if necessary)
Seventh: SIGNATURES FOR EACH CORPORATION
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Name of Corporation Signature of an Officer or Typed or Printed Name of Individual Director
AMERICAN SURFACE TECHNOLOGIES INTERNATIONAL, INC /S/ MICHAEL ANTHONY MICHAEL ANTHONY, PRESIDENT AND CEO
AMERICAN SURFACE TECHNOLOGIES INTERNATIONAL, INC /S/ MICHAEL ANTHONY MICHAEL ANTHONY, PRESIDENT AND CEO
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PLAN OF MERGER
(Non Subsidiaries)
The following plan of merger is submitted in compliance with section 607.1101,
Florida Statutes, and in accordance with the laws of any other applicable
jurisdiction of incorporation.
First: The name and jurisdiction of the surviving corporation:
Name Jurisdiction
American Surface Technologies International Inc. Delaware
Second: The name andjurisdiction of each merging corporation:
Name Jurisdiction
American Surface Technologies International Inc. Florida
Third: The terms and conditions of the merger are as follows:
Fourth: The manner and basis of converting the shares of each
corporation into shares, obligations, or other securities of the surviving
corporation or any other corporation or, in whole or in part, into cash or other
property and the manner and basis of converting rights to acquire shares of each
corporation into rights to acquire shares, obligations, or other securities of
the surviving or any other corporation or, in whole or in part, into cash or
other property are as follows:
Each issued share of the Non-Surviving Corporation immediately before the
effective time and date of the merger shall be convened into one share of the
same class of stock of the Surviving Corporation. The issued shares of the
Surviving corporation shall not be converted or exchanged in any manner, but
each said share which is issued at the effective time and date of the merger
shall continue to represent one issued share of the Surviving corporation.
(Attach additional sheets if necessary)
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THE FOLLOWING MAY BE SET FORTH IF APPLICABLE:
Amendments to the articles of incorporation of the surviving corporation are
indicated below or attached:
None
OR
Restated articles are attached:
Other provisions relating to the merger are as follows:
The directors and officers of the Surviving Corporation, which are the same as
the directors and officers of the Non-Surviving Corporation, at the effective
time and date of the merger shall be the members of the first Board of Directors
and the first officers of the Surviving Corporation, all of whom shall hold
their respective offices until the election and qualification of their
respective successors or until their tenure is otherwise terminated in
accordance with the bylaws of the Surviving Corporation.