Articles of Merger Between Fluid Media Networks, Inc. and FMN Merger Co.

Summary

This document records the merger of Fluid Media Networks, Inc., a Delaware corporation, into FMN Merger Co., a Nevada corporation. The merger was approved by the required parties, and the plan of merger is kept on file at the registered office of the surviving entity. The filing was acknowledged by the Nevada Secretary of State on May 17, 2007. The document outlines the legal process, parties involved, and confirms that all necessary approvals and filings have been completed for the merger to take effect.

EX-2.4 5 fluid_ex0204.txt EXHIBIT 2.4 STATE OF NEVADA ROSS MILLER SCOTT W. ANDERSON OFFICE OF THE SECRETARY OF STATE FILING ACKNOWLEDGEMENT May 17, 2007 JOB NUMBER CORPORATION NUMBER C20070517-0950 E0296662007-5 FILING DESCRIPTION DOCUMENT FILING NUMBER DATE/TIME OF FILING Merge In 20070343314-17 May 17, 2007 11:40:44 AM CORPORATION NAME RESIDENT AGENT FMN MERGER CO. NATIONAL CORPORATE RESEARCH LTD. The attached document(s) were filed with the Nevada Secretary of State, Commercial Recordings Division. The filing date and time have been affixed to each document, indicating the date and time of filing. A filing number is also affixed and can be used to reference this document in the future. Respectfully, /s/ Ross Miller ROSS MILLER Secretary of State ARTICLES OF MERGER ------------------------------------------------- Filed in the office of | Document Number /s/ Ross Miller | 20070343314-17 Ross Miller | Filing Date and Time Secretary of State | 05/17/2007 11:40 AM State of Nevada | Entity Number | E0296662007-5 ------------------------------------------------- (Pursuant to Nevada Revised Statutes Chapter 92A) (excluding 92A.200(4b)) 1. Name and jurisdiction of organization of each constituent entity (NRS 92A.200). Fluid Media Networks, Inc. Name of merging entity Delaware corporation Jurisdiction Entity type* and FMN Merger Co. Name of surviving entity Nevada corporation Jurisdiction Entity type* * Corporation, non-profit corporation, limited partnership, limited-liability company or business trust. Filing Fee: $350.00 ARTICLES OF MERGER Page 2 2) Forwarding address where copies of process may be sent by the Secretary of State of Nevada: Attn: Jenny Chen-Drake c/o Nixon Peabody LLP 555 West Fifth Street, 46th Floor Los Angeles, CA 90013 3) (Choose one) [X] The undersigned declares that a plan of merger has been adopted by each constituent entity. [ ] The undersigned declares that a plan of merger has been adopted by the parent domestic entity. 4) Owner's approval (NRS 92A.200) (options a, b, or c must be used, as applicable, for each entity) (If there are more than four merging entities, check box [ ] and attach an 8 1/2" x 11" blank sheet containing the required information for each additional entity): (a) Owner's approval was not required from ARTICLES OF MERGER Page 3 (b) The plan was approved by the required consent of the owners of * Fluid Media Networks, Inc. Name of merging entity, if applicable and, or; FMN Merger Co. Name of surviving entity, if applicable * Unless otherwise provided in the certificate of trust or governing instrument of a business trust, a merger must be approved by all the trustees and beneficial owners of each business trust that is a constituent entity in the merger. ARTICLES OF MERGER Page 4 (c) Approval of plan of merger for Nevada non-profit corporation The plan of merger has been approved by the directors of the corporation and by each public officer or other person whose approval of the plan of merger is required by the articles of incorporation of the domestic corporation. ARTICLES OF MERGER Page 5 5) Amendments, if any to the articles or certificate of the surviving entity. Provide article numbers, if available. 6) Location of Plan of Merger [ ] (a) The entire plan of merger is attached: or [X] (b) The entire plan of merger is on file at the registered office of the surviving corporation, limited-liability company or business trust, or at the records office address if a limited partnership, or other place of business of the surviving entity. 7) Effective date (optional)**: * Amended and restated articles may be attached as an exhibit or integrated into the articles of merger. Please entitle them "Restated" or "Amended and Restated," accordingly. The form ot accompany restated articles prescribed by the secretary of state must accompany the amended and/or restated articles. Pursuant to NRS 92A.180 (merger of subsidiary into parent - Nevada parent owning 90% or more of subsidiary), the articles of merger may not contain amendments to the constituent documents of the surviving entity that the name of the surviving entity may be changed. ** A merger takes effect upon filing the articles of merger or upon a later date as specified in the articles, which must not be more than 90 days after the articles are filed. ARTICLES OF MERGER Page 6 8) Signatures Fluid Media Networks, Inc. Name of merging entity /s/ Justin Beckett CEO 5-17-2007 - -------------------------------------------------------------------------------- Signature Title Date FMN Merger Co. Name of surviving entity /s/ Justin Beckett President 5-17-2007 - -------------------------------------------------------------------------------- Signature Title Date