HEALTH REVENUE ASSURANCE HOLDINGS, INC. - FORM 8-K - EX-2.3 - ARTICLES OF MERGER FILED WITH THE STATE OF MARYLAND ON FEBRUARY 10, 2012 - February 13, 2012

Attached files

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8-K - CURRENT REPORT - HEALTH REVENUE ASSURANCE HOLDINGS, INC.f8k021012_anvexint.htm
EX-10.1 - FORM OF SUBSCRIPTION AGREEMENT BY AND AMONG ANVEX INTERNATIONAL, INC. AND CERTAIN PURCHASERS SET FORTH THEREIN - HEALTH REVENUE ASSURANCE HOLDINGS, INC.f8k021012ex10i_anvexint.htm
EX-2.2 - ARTICLES OF MERGER FILED WITH THE STATE OF NEVADA ON FEBRUARY 10, 2012 - HEALTH REVENUE ASSURANCE HOLDINGS, INC.f8k021012ex2ii_anvexint.htm
EX-10.5 - ANDREA CLARK EMPLOYMENT AGREEMENT - HEALTH REVENUE ASSURANCE HOLDINGS, INC.f8k021012ex10v_anvexint.htm
EX-10.4 - GENERAL RELEASE AGREEMENT, DATED FEBRUARY 10, 2012, AMONG ANVEX INTERNATIONAL, INC., ANVEX SPLIT CORP. AND ANNA VECHERA - HEALTH REVENUE ASSURANCE HOLDINGS, INC.f8k021012ex10iv_anvexint.htm
EX-10.2 - FORM OF REGISTRATION RIGHTS AGREEMENT - HEALTH REVENUE ASSURANCE HOLDINGS, INC.f8k021012ex10ii_anvexint.htm
EX-10.6 - ROBERT RUBINOWITZ EMPLOYMENT AGREEMENT - HEALTH REVENUE ASSURANCE HOLDINGS, INC.f8k021012ex10vi_anvexint.htm
EX-10.7 - KEITH SIDDEL EMPLOYMENT AGREEMENT - HEALTH REVENUE ASSURANCE HOLDINGS, INC.f8k021012ex10vii_anvexint.htm
EX-10.3 - SPLIT-OFF AGREEMENT, DATED FEBRUARY 10, 2012, AMONG ANVEX INTERNATIONAL, INC., ANVEX SPLIT CORP. AND ANNA VECHERA - HEALTH REVENUE ASSURANCE HOLDINGS, INC.f8k021012ex10iii_anvexint.htm
EX-10.8 - ANVEX INTERNATIONAL , INC. 2012 EQUITY INCENTIVE PLAN - HEALTH REVENUE ASSURANCE HOLDINGS, INC.f8k021012ex10viii_anvexint.htm
EX-99.2 - CONSOLIDATED BALANCE SHEETS OF THE COMPANY FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2011 AND 2010, AND THE RELATED CONSOLIDATED STATEMENTS OF OPERATIONS, SHAREHOLDERS? EQUITY, AND CASH FLOWS FOR EACH OF THE NINE MONTHS ENDED SEPTEMBER 30, 2011. - HEALTH REVENUE ASSURANCE HOLDINGS, INC.f8k021012ex99ii_anvexint.htm
EX-2.1 - AGREEMENT AND PLAN OF MERGER AND REORGANIZATION, DATED FEBRUARY 10, 2012, AMONG ANVEX INTERNATIONAL, INC., HEALTH REVENUE ACQUISITION CORP. AND HEALTH REVENUE ASSURANCE ASSOCIATES, INC. - HEALTH REVENUE ASSURANCE HOLDINGS, INC.f8k021012ex2i_anvexint.htm
EX-99.1 - AUDITED CONSOLIDATED BALANCE SHEETS OF THE COMPANY AS OF DECEMBER 31, 2010 AND 2009, AND THE RELATED AUDITED CONSOLIDATED STATEMENTS OF OPERATIONS, SHAREHOLDERS? EQUITY, AND CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009. - HEALTH REVENUE ASSURANCE HOLDINGS, INC.f8k021012ex99i_anvexint.htm
Exhibit 2.3
 
STATE OF MARYLAND
ARTICLES OF MERGER
 
Pursuant to Sections 3-102, 3-107, 3-109, 4A-701, 8-501.1, 10-208 of the Maryland General Corporation Law, the undersigned submit the following for filing:
 
1. Health Revenue Assurance Associates, Inc. and Health Revenue Acquisition Corp. each agrees to merge.
 
2. The name and place of incorporation of each party to these Articles of Merger are as follows:
 
   Name     Place of Incorporation
     
   Health Revenue Assurance Associates, Inc.    Maryland
     
   Health Revenue Acquisition Corp.      Nevada
     
3. The surviving corporation is Health Revenue Assurance Associates, Inc., a Maryland corporation.
 
4. Health Revenue Acquisition Corp., a Nevada corporation, was incorporated on February 9, 2012 pursuant to Chapter 78 of the Nevada Revised Statutes.
 
5. The principal address of Health Revenue Assurance Associates, Inc. in Maryland is 5924 Foxhall Manor Drive, Baltimore, MD 21228, located in Baltimore County.
 
6. The terms and conditions of the merger were advised, authorized and approved by each corporation party to the merger, in the manner and by the vote required by its chater and the laws of the place where it is incorporated.  The merger was approved by the Board of Directors and the majority stockholders of each corporation party to the merger.
 
7. The authorized stock of Health Revenue Assurance Associates, Inc. consists of one class of 1,910 shares of common stock with no par value.  The authorized stock of Health Revenue Acquisition Corp. consists of one class of 100 shares of common stock, $0.001 par value, with an aggregate par value of $0.10.
 
8. The merger is to become effective upon filing with the Maryland Department of Assessments and Taxation.
 
 
 
 
 
IN WITNESS WHEREOF, Health Revenue Assurance Associates, Inc. and Health Revenue Acquisition Corp., the parties to the merger, have caused these articles of merger to be signed in their respective names and on their behalf by their respective officers, as of the 10th day of February, 2012.
 

 
Health Revenue Assurance Associates, Inc.


By:                                                                             
Name:  Robert Rubinowitz
Title:  Chief Operating Officer and Secretary


Health Revenue Acquisition Corp.


By:                                                                            
Name:  Anna Verchera
Title:  President and Secretary

HEALTH REVENUE ASSURANCE HOLDINGS, INC. Reports

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