Attached files
Exhibit 3.3
CERTIFICATE OF MERGER
of
CASTILLO, INC.
(a Nevada corporation)
(a Nevada corporation)
with and into
CASTILLO, INC.
(a Delaware corporation)
(a Delaware corporation)
Pursuant to Section 252 of the General
Corporation Law of the State of Delaware
Corporation Law of the State of Delaware
Castillo, Inc., a Delaware corporation (Castillo-Delaware), which desires to merge
with Castillo, Inc., a Nevada corporation (Castillo-Nevada), pursuant to the provisions
of Section 252 of the General Corporation Law of the State of Delaware (the Merger),
hereby certifies as follows:
FIRST: The names, states of incorporation and authorized capital stock of the constituent
corporations in the Merger (the Constituent Corporations) are as follows:
Name | State Incorporation | Authorized Capital Stock | ||
Castillo, Inc.
|
Nevada | 50,000,000 shares of common stock, par value $0.001 per share | ||
Castillo, Inc.
|
Delaware | 150,000,000 shares of common stock, par value $0.01 per share |
SECOND: An Agreement and Plan of Merger (the Plan of Merger), dated as of September
4, 2009, by and among the Constituent Corporations, has been approved, adopted, certified, executed
and acknowledged by each Constituent Corporation in accordance with the laws under which each
entity was formed.
THIRD: The surviving corporation shall be Castillo-Delaware (the Surviving
Corporation), and its corporate name shall be Castillo, Inc.
FOURTH: The Certificate of Incorporation of Castillo-Delaware, as in effect immediately prior
to the effective time of the Merger, shall be amended to change the stated par value of common
stock from $0.01 to $0.001, and shall be the Certificate of Incorporation of the Surviving
Corporation.
FIFTH: The executed Plan of Merger is on file at the principal place of the business of the
Surviving Corporation, 771 Jamacha Road, Suite 191, El Cajon, CA 92019.
SIXTH: A copy of the executed Plan of Merger will be furnished by the Surviving Corporation,
upon request and at no cost, to any stockholder of either Constituent Corporation.
SEVENTH: The effective time of the Merger shall be the date and time when this Certificate of
Merger is filed with the Secretary of State of the State of Delaware.
IN WITNESS WHEREOF, Castillo-Delaware has caused this Certificate of Merger to be signed by
Emilia Ochoa, its President, as of this 8th day of October, 2009.
CASTILLO, INC. a Delaware corporation |
||||
By: | /s/ Emilia Ochoa | |||
Emilia Ochoa, President |
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