Certificate of Ownership and Merger between New Age Translation, Inc. (Nevada) and New Age Translation, Inc. (Delaware)

Summary

This document certifies the merger of New Age Translation, Inc., a Nevada corporation, into New Age Translation, Inc., a Delaware corporation. The Nevada corporation owns all shares of the Delaware corporation and, by board and shareholder approval, merges itself into the Delaware entity. Shareholders of the Nevada corporation will receive 3.18877518427542 shares of the Delaware corporation for each Nevada share they hold. After the merger, the Delaware corporation will be the surviving entity, assuming all obligations of the Nevada corporation.

EX-2.2 3 file3.htm CERTIFICATE OF OWNERSHIP AND MERGER

STATE OF DELAWARE CERTIFICATE OF OWNERSHIP AND MERGER Section 253C Parent into Subsidiary CERTIFICATE OF OWNERSHIP AND MERGER MERGING NEW AGE TRANSLATION, INC., a Nevada corporation INTO NEW AGE TRANSLATION, INC., a Delaware corporation New Age Translation, Inc., a corporation organized and existing under the laws of the State of Nevada, DOES HEREBY CERTIFY: FIRST: That it was organized pursuant to the provisions of the Nevada Revised Statutes on November 22, 2004. SECOND: That it owns 100% of the outstanding shares of the capital stock of New Age Translation, Inc., a corporation organized pursuant to the provisions of the General Corporation Law of the State of Delaware on November 22, 2006. THIRD: That its Board of Directors, by Unanimous Written Consent dated November 22, 2006, determined to merge the corporation into said New Age Translation, Inc. (Nevada), and did adopt the following resolutions: RESOLVED, that this corporation, New Age Translation, Inc. (Nevada), merges itself into New Age Translation, Inc. (Delaware), which corporation assumes all of the obligations of New Age Translation, Inc. (Nevada). FURTHER RESOLVED, that the terms and conditions of the merger are as follows: Upon completion of the merger, the holders of the common stock of New Age Translation, Inc. (Nevada) shall receive 3.18877518427542 shares of the common stock of New Age Translation, Inc. (Delaware) in exchange for each share of common stock of New Age Translation, Inc. (Nevada) and shall have no further claims of any kind or nature; and all of the common stock of New Age Translation, Inc. (Delaware) held by New Age Translation, Inc. (Nevada) shall be surrendered and canceled. FOURTH: That this merger has been approved by the holders of at least a majority of the outstanding shares of stock of this corporation, New Age Translation, Inc. (Nevada), by written consent in lieu of a meeting of the stockholders. FIFTH: That the name of the surviving corporation shall be New Age Translation, Inc. IN WITNESS WHEREOF, said parent corporation has caused this Certificate to be signed by an authorized officer this 22nd day of November 2006. By: /s/ John A. Fahlberg ----------------------------------- Authorized Officer Name: John A. Fahlberg ----------------------------------- Print or Type Title: President ---------------------------------- -2-