Articles of Merger between Z.KID NETWORK.COM, INC. (Delaware) and ZKID NETWORK COMPANY (Nevada)

Summary

This document records the merger of Z.KID NETWORK.COM, INC., a Delaware corporation, into ZKID NETWORK COMPANY, a Nevada corporation. The merger was approved by the directors and shareholders of both companies, with ZKID NETWORK COMPANY as the surviving entity. The agreement was unanimously approved and no vote was required from ZKID NETWORK COMPANY shareholders. The merger complies with Nevada and Delaware law, and copies of the merger agreement are available to shareholders upon request.

EX-2.1 4 zkid8k8601ex21.txt ARTICLES OF MERGER Exhibit 2.1 Articles of Merger July 25, 2001 In the Office of Dean Heller Secretary of State State of Nevada ARTICLES OF MERGER Pursuant to the provisions of the Nevada Revised Statutes and Delaware General Corporation Law, the undersigned corporations hereby submit the following Articles of Merger for filing for the purpose of merging Z.KID NETWORK.COM, INC., a Delaware corporation ("ZKID DELAWARE"), into ZKID NETWORK COMPANY, a Nevada corporation ("ZKID NEVADA"). ARTICLE I The Plan of Merger provides for merging ZKID DELAWARE into ZKID NEVADA. It has been approved, adopted, certified and acknowledged by each of the corporations in accordance with the laws of Nevada and Delaware. The plan of merger is on file at the principal place of business which is 445 East Erie St., Suite 106, Chicago, IL 60610. A copy of the agreement of merger will be furnished on request and without cost to any shareholder of any corporation that is a party to the merger. C. ZKID DELAWARE was organized under the laws of Delaware. D. ZKID NEVADA was organized under the laws of Nevada. ARTICLE II The merger was duly approved by the unanimous consent of the directors of ZKID NEVADA and ZKID DELAWARE. The shareholder of ZKID DELAWARE approved the merger by unanimous consent. A single class of common stock was entitled to vote totaling 3,000 shares all of which voted for the merger. This consent was sufficient for approval of the plan of merger. No ZKID NEVADA shareholder vote was required. ARTICLE III The surviving corporation will be ZKID NETWORK COMPANY, a Nevada corporation. The disappearing corporation will be Z.KID NETWORK.COM, INC., a Delaware corporation. DATED this 18th day of July, 2001. ZKID NETWORK COMPANY By: /s/ Donald Weisberg By: /s/ Paul Gulli ---------------------------- ---------------------------- Name: Donald Weisberg Name: Paul Gulli Title: President Title: Secretary Z.KID NETWORK.COM, INC. By: /s/ Jon A. Darmstadter ---------------------------- Name: Jon A. Darmstadter Title: President/Secretary