CERTIFICATE OF OWNERSHIP ANDMERGER MERGING NEXTMART, INC. WITH AND INTO DELAWARE SUN NEW MEDIA, INC. (PURSUANTTO SECTION 253 OF THE GENERAL CORPORATION LAW OF DELAWARE)

Exhibit 2.3

CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

NEXTMART, INC.

WITH AND INTO

DELAWARE SUN NEW MEDIA, INC.

(PURSUANT TO SECTION 253 OF THE

GENERAL CORPORATION LAW OF DELAWARE)

Delaware Sun New Media, Inc., a corporation organized and existing under the laws of the state of Delaware (“SNMI DE”), does hereby certify that:

FIRST:  SNMI DE was incorporated on May 16, 2006, pursuant to the Delaware General Corporation Law.

SECOND:  NextMart, Inc. (“NextMart”) was incorporated on November 8, 2006, pursuant to the Delaware General Corporation Law.

THIRD:  SNMI DE is the owner of all issued and outstanding capital stock of NextMart.

FOURTH:  The resolutions set forth on EXHIBIT A attached hereto were duly adopted on March ___, 2007 by the Board of Directors of SNMI DE to merge NextMart with and into SNMI DE on the terms and conditions set forth in EXHIBIT A attached hereto (the “Merger”).

FIFTH:  The Merger shall take effect upon the filing of this Certificate of Ownership and Merger with the Secretary of State of Delaware.

SIXTH:  Upon the effective time, the ARTICLE FIRST of the Certificate of Incorporation of SNMI DE will be amended as follows:

“FIRST:  The name of the corporation is NextMart, Inc.”

IN WITNESS WHEREOF, SNMI DE has caused this Certificate of Ownership and Merger to be signed on this __th day of March, 2007.

EXHIBIT A

WHEREAS, NextMart, Inc. (“NextMart”) is a wholly owned subsidiary of Delaware Sun New Media, Inc. (“SNMI DE”)

WHEREAS, SNMI DE believes that is in the best interests of SNMI DE that NextMart merge with and into SNMI DE (the “Merger”) under which, among other things, SNMI DE will continue as the surviving corporation; and

WHEREAS, Section 253 of the Delaware General Corporation Law (“DGCL”) provides that if a parent corporation owns at least ninety percent (90%) of the outstanding shares of each class of stock of a corporation, such parent corporation may be merged with and into the subsidiary corporation upon the adoption of an appropriate resolution by the board of directors of the parent corporation and the execution, acknowledgement and filing of a Certificate of Ownership and Merger with the Secretary of State for the State of Delaware.

NOW, THEREFORE, BE IT RESOLVED, that effective upon the filing of the Certificate of Ownership and Merger with the Secretary of State of the State of Delaware as required by Section 253 of the DGCL, NextMart shall merge with and into SNMI DE, with SNMI DE as the surviving corporation.

RESOLVED FURTHER, that upon the effective time of the Merger, the Restated Certificate of Incorporation of SNMI DE will be amended, such that ARTICLE FIRST thereof shall be “FIRST:  The name of the corporation is NextMart, Inc.” and the Bylaws of SNMI DE in effect immediately prior to the Effective Time shall continue in full force and effect as the Bylaws of the surviving corporation until duly amended in accordance with the provisions thereof and applicable law, provided however, that all references therein to Delaware Sun New Media, Inc. shall be changed to NextMart, Inc.

RESOLVED FURTHER, that the Merger shall have the effects set forth in the DGCL, including without limiting the generality of the foregoing, at the Effective Time, all of the property, rights, privileges, powers and franchises of NextMart and SNMI DE shall vest in the surviving corporation, and all debts, liabilities and duties of NextMart and SNMI DE shall become the debts, liabilities and duties of the surviving corporation, all as more fully provided under the applicable provisions of the DGCL.

RESOLVED FURTHER, that the directors and officers of SNMI DE immediately prior to the Effective Time shall be the directors and officers of the Surviving Corporation until their successors shall have been duly elected and qualified or until as otherwise provided by law or the Certificate of Incorporation or the Bylaws of the Surviving Corporation.

RESOLVED FURTHER, that each share of common stock of NextMart issued and outstanding immediately prior to the Effective Time shall be at the Effective Time cancelled and extinguished without consideration.