CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
YIFAN COMMUNICATIONS, INC.
INTO
SMART GAMES INTERACTIVE, INC.
(Pursuant to Section 253 of the General
Corporation Law of the State of Delaware)
SMART GAMES INTERACTIVE, INC., a Delaware corporation (the
"Corporation"), does hereby certify:
FIRST: That the Corporation is incorporated pursuant to the
General Corporation Law of the State of Delaware.
SECOND: That the Corporation owns all of the outstanding shares
of the capital stock of YIFAN COMMUNICATIONS, INC., a Delaware corporation.
THIRD: That the Corporation, by the following resolutions of its
Board of Directors, duly adopted on July 21, 2000, determined to merge YIFAN
COMMUNICATIONS, INC. into itself on the terms and conditions set forth in
such resolutions:
RESOLVED, that effective upon the filing of an appropriate
Certificate of Ownership and Merger containing these resolutions
with the Secretary of State of the State of Delaware, YIFAN
COMMUNICATIONS, INC., a wholly-owned subsidiary of the Corporation,
shall be merged with and into the Corporation, with the Corporation
to be the surviving corporation of the merger
FURTHER RESOLVED, that at the effective time of the merger the
issued and outstanding shares of the capital stock of YIFAN
COMMUNICATIONS, INC. shall be canceled, and no consideration shall
be issued in exchange therefor.
FURTHER RESOLVED, that pursuant to and at the effective time
of the aforesaid merger, the name of the Corporation shall be
changed to "YIFAN COMMUNICATIONS, INC." by deleting Article First of
the Certificate of Incorporation of the Corporation and inserting in
lieu thereof a new Article First to read as follows:
FIRST: The name of the corporation
(hereinafter called the "corporation") is
YIFAN COMMUNICATIONS, INC.
FURTHER RESOLVED, that the President of this Corporation is
hereby directed to make, execute and acknowledge a Certificate of
Ownership and Merger setting forth a copy of these resolutions and
the date of adoption thereof and to file the same in the office of
the Secretary of State of Delaware.
FOURTH: The effective date and time of this merger shall be July 28,
2000 at 12:01 a.m.
IN WITNESS WHEREOF, said SMART GAMES INTERACTIVE, INC. has
caused this Certificate to be signed by Sally Fonner, its President,
this 21st day of July, 2000.
SMART GAMES INTERACTIVE, INC.
By: __________________________
Sally A. Fonner, President
