EXHIBIT 2.2

                                STATE OF DELAWARE
                            CERTIFICATE OF MERGER OF
                            DOMESTIC CORPORATION INTO
                               FOREIGN CORPORATION

Pursuant to Title 8, Section 252 of the Delaware  General  Corporation  Law, the
undersigned corporation executed the following Certificate of Merger:

FIRST: The name of each constituent corporation is Assure Energy, Inc., a Nevada
corporation, and Assure Energy, Inc. a Delaware corporation.

SECOND: The Agreement and Plan of Merger has been approved,  adopted, certified,
executed and  acknowledged by each of the constituent  corporations  pursuant to
Title 8, Section 252.

THIRD:  The name of the surviving  corporation is Assure Energy,  Inc., a Nevada
corporation.

FOURTH:  The Certificate of Incorporation of the surviving  corporation shall be
its Certificate of Incorporation

FIFTH: The merger is to become effective upon filing Articles of Merger with the
Nevada Secretary of State.

SIXTH: The Agreement of Merger is on file at 2750-140 4th Avenue S.W.,  Calgary,
Alberta, Canada T2P 3N3, the place of business of the surviving corporation.

SEVENTH:  A copy of the  Agreement  and Plan of Merger will be  furnished by the
surviving  corporation  on request,  without  cost,  to any  stockholder  of the
constituent  corporations.

EIGHTH:  The surviving  corporation agrees that it may be served with process in
the State of Delaware in any proceeding for enforcement of any obligation of the
surviving  corporation  arising  from this merger,  including  any suit or other
proceeding to enforce the rights of any  stockholders as determined in appraisal
proceedings  pursuant to the  provisions of Section 262 of the Delaware  General
Corporation laws, and irrevocably appoints the Secretary of State of Delaware as
its agent to accept  services  of  process in any such suit or  proceeding.  The
Secretary of State shall mail any such process to the surviving  corporation  at
2750-140 4th Avenue S.W., Calgary, Alberta, Canada T2P 3N3.

IN WITNESS WHEREOF, said surviving corporation has caused this certificate to be
signed by an authorized officer, the 10th day of September, A.D., 2003.


                                          By: /s/ Harvey Lalach
                                              -----------------------------
                                              Authorized Officer

                                          Name: Harvey Lalach
                                                -----------------------------
                                          Title: President
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