STATE OF NEW YORK }
DEPARTMENT OF STATE }ss:
I hereby certify that the annexed copy has been compared with the original
document in the custody of the Secretary of State and that the same is a true
copy of said original.
Witness my hand and seal of the Department of State on October 12, 2000.
(STATE SEAL OF NEW YORK OMITTED)
By: /s/ signature illegible
---------------------------
Special Deputy Secretary of State
<PAGE>
CERTIFICATE OF MERGER
OF
EDUMEDIA, INC.
INTO
Icon Acquisition Corp.
Pursuant to Section 904 of the Business Corporation Law of the
State of New York
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It is hereby certified, upon behalf of each of the constituent
corporations herein named as follows:
FIRST: That the Board of Directors of each of the constituent
corporations has duly adopted a Plan of Merger setting for the terms and
conditions of the merger of said corporations.
SECOND: The name of the domestic constituent corporation, which is to
be the surviving corporation, and which is hereinafter sometimes referred to as
the "surviving constituent corporation", is Icon Acquisition Corp., which shall
herewith be changed to Edumedia Software Solutions Corporation, a New York
corporation. The date upon which its Certificate of Incorporation was filed by
the Department of State is November 28, 1994.
THIRD: The name of the foreign constituent corporation, which is merged
into the surviving constituent corporation, and which is hereinafter sometimes
referred to as the "merged constituent corporation", is Edumedia, Inc., a New
Jersey corporation incorporated on October 12, 1995.
No Application for Authority in the State of New York of the merged
constituent corporation to transact business as a foreign corporation therein
was filed by the Department of State of the State of New York.
FOURTH: As to each constituent corporation, the Plan of Merger sets
forth the designation and number of outstanding shares of each class and series,
the specification of the classes and series entitled to vote on the Plan of
Merger, and the specification of each class and series entitled to vote as a
class on the Plan of Merger, as follows:
1
<PAGE>
<TABLE>
<CAPTION>
ICON ACQUISITION CORP., A New York Corporation
Designation of each Number of outstanding Designation of class and Classes and series
outstanding class and shares of each class series entitled to vote entitled to vote as a
series of shares class
---------------------------- -------------------------- -------------------------- --------------------------
<S> <C> <C> <C>
Common Stock 8,573,337 Common Stock ---
EDUMEDIA, INC., A New Jersey Corporation
Designation of each Number of outstanding Designation of class and Classes and series
outstanding class and shares of each class series entitled to vote entitled to vote as a
series of shares class
---------------------------- -------------------------- -------------------------- --------------------------
Common Stock 12,400,000 Common Stock ---
</TABLE>
FIFTH: The merger herein certified was authorized in respect of the
surviving constituent corporation by the affirmative votes of the shareholders
entitled to vote on the Plan of Merger, having not less than the minimum
requisite proportion of votes in accordance with section 903 of the Business
Corporation Law of the State of New York. Written notice has been given as and
to the extent required by section 605 of the Business Corporation Law.
SIXTH: The merger herein certified was authorized in respect of the
merged constituent corporation in accordance with the laws of the State of New
Jersey, the state of incorporation, and is in compliance with the laws of that
state.
SEVENTH: The following is a statement of any amendments or changes in
the Certificate of Incorporation of the surviving constituent corporation to be
effected by the merger:
1. "ARTICLE I - Name: The name of this corporation is Icon Acquisition
Corp."
is changed to:
"ARTICLE I - Name: The name of this corporation is Edumedia Software
Solutions Corporation"
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<PAGE>
2. "ARTICLE IV - Number of Shares: The aggregate number of shares which
the corporation shall have the authority to issue is Twenty Million
(20,000,000), all of which shall have a par value of One ($.001) Mil."
is changed to:
"ARTICLE IV - Number of Shares: The aggregate number of shares which
the corporation shall have the authority to issue is One Hundred
Million (100,000,000) shares of Common Stock each of a par value of One
Mil ($0.001), and Five Million (5,000,000) shares of Preferred Stock
each of a par value of One Mil ($0.001), such that each such share of
Preferred Stock shall be convertible into five (5) shares of Common
Stock, at the option of the holder of such share of Preferred Stock."
EIGHTH: This Certificate of Merger shall be effective upon filing.
Dated: October 12, 2000
FOR ICON ACQUISITION CORP. FOR EDUMEDIA, INC.
By: /s/ Mr. Morris Diamond By: /s/ Mr. John P. Daglis
-------------------------- --------------------------
Mr. Morris Diamond Mr. John P. Daglis
President President
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