Composite Technology Corp – ‘10-KT’ for 9/30/01 – EX-2.1

On:  Thursday, 2/14/02   ·   For:  9/30/01   ·   Accession #:  950144-2-1486   ·   File #:  0-10999

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Annual-Transition Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-KT       Composite Technology Corporation                      54    224K 
 2: EX-2.1      Articles of Merger                                     2      7K 
 3: EX-3.1      Articles of Incorporation                              3     13K 
 4: EX-3.2      Bylaws of the Company                                 20     81K 
 5: EX-4.2      Warrant to Purchase 120,000 Shares of Common Stock     5     23K 
 6: EX-10.1     2001 Incenctive Stock Option Plan                     10     40K 
 7: EX-21       Subsidiaries of the Company                            1      4K 

EX-2.1   —   Articles of Merger

EX-2.1
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                                                                     EXHIBIT 2.1

 ARTICLES OF MERGER OF
ELDORADO FINANCIAL GROUP, INC.
 (A FLORIDA CORPORATION)
INTO
ELDORADO FINANCIAL GROUP, INC.
(A NEVADA CORPORATION)

Pursuant to Section 190 Chapter 92A of Nevada Revised Statutes, Eldorado        
Financial Group, Inc., a corporation organized and existing under the laws of   
the State of Nevada, DOES HEREBY CERTIFY THAT:                                  

        FIRST: Eldorado Financial Group, Inc., the surviving corporation ("the
Surviving Corporation") was incorporated in the State of Nevada                 
("Eldorado-Nevada"). Eldorado Financial Group, Inc., was incorporated in the    
State of Florida ("Eldorado-Florida"), the laws of which permit the merger of a 
Florida corporation in a corporation organized under the laws of another state. 

      SECOND: An Agreement and Plan of Merger has been duly adopted by the
Board of Directors of the Surviving Corporation and by the Board of Directors of
Eldorado-Florida.                                                               

       THIRD: The Agreement and Plan of Merger was approved by the unanimous
written consent of the stockholders of the Surviving Corporation and by the     
written consent of a majority of the stockholders of Eldorado-Florida.          

        FOURTH: No amendment to the Articles of Incorporation of the Surviving
Corporation are made by reason of the Agreement and Plan of Merger.             

         FIFTH: The entire plan of merger of Eldorado-Florida into the Surviving
Corporation is not set forth herein, but is set forth in the Agreement and Plan 
of Merger, a complete executed copy of which is on file at the place of business
of the Surviving Corporation maintained at 211 West Wall Street, Midland, Texas.

        SIXTH: A copy of the Agreement and Plan of Merger will be furnished by
the Surviving Corporation, upon request and without cost to any stockholder of  
either Eldorado-Florida or the Surviving Corporation.                           

EX-2.1
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IN WITNESS WHEREOF, the undersigned have executed these Articles of Merger  
this 21st day of June, 2001.                                                    

                                           Eldorado Financial Group, Inc. (a
                             Nevada Corporation)

             By:
                                               -------------------------------
                                          Glenn A. Little, President

             By:
                                               -------------------------------
                                        Matthew Blair, Secretary

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