EX-2.3 4 v01157_ex2-3.txt FILED NOVEMBER 14, 2003 CERTIFICATE OF MERGER (Delaware) of Gold Bond Resources, Inc. (a Washington corporation) into EnerTeck Corporation (a Delaware corporation) ******* Pursuant to Title 8, Section 252 of the Delaware General Corporation Law, the undersigned corporation has executed the following Certificate of Merger: FIRST: That the name and state of incorporation of each of the constituent corporations of the merger is as follows: NAME STATE OF INCORPORATION Gold Bond Resources, Inc. Washington EnerTeck Corporation Delaware SECOND: That a Plan of Merger between the parties to the merger has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with the requirements of section 252 of the General Corporation Law of Delaware. THIRD: That the name of the surviving corporation of the merger is EnerTeck Corporation, a Delaware corporation. FOURTH: That the Certificate of Incorporation of EnerTeck Corporation, a Delaware corporation which is surviving the merger, shall be the Certificate of Incorporation of the surviving corporation. FIFTH: That the executed Plan of Merger is on file at the principal place of business of the surviving corporation, the address of which is 10701 Corporate Drive, Suite 150, Stafford, Texas 77477. SIXTH: That a copy of the Plan of Merger will be furnished on request and without cost, to any stockholder of any constituent corporation. SEVENTH: The authorized capital stock of each foreign corporation which is a party to the merger is as follows: Par Value Per Share Or Statement That Shares Are Without Corporation Class Number of Shares Par Value ----------- ----- --------- ------ --------- Gold Bond Resources, Inc. Common 100,000,000 $.001 a Washington corporation Preferred 10,000,000 $.001 EIGHTH: That this Certificate of Merger shall be effective on November 24, 2003 at the hour of 9:00 a.m., EST. IN WITNESS WHEREOF, said surviving corporation has caused this certificate to be signed by an authorized officer, the 14th day of November, 2003. EnerTeck Corporation, a Delaware corporation By: /s/ Parrish B. Ketchmark ----------------------------------- Parrish B. Ketchmark, President CERTIFICATE OF MERGER (Delaware) of Gold Bond Resources, Inc. (a Washington corporation) into EnerTeck Corporation (a Delaware corporation) Prepared by: David M. Kaye, Esq. Danzig Kaye Cooper Fiore & Kay, LLP 30A Vreeland Road Florham Park, New Jersey 07932-0333 Tel: (973) 443-0600 Fax: (973) 443-0609