Attached files
Exhibit
3.2
DELAWARE
CERTIFICATE OF MERGER
OF
GENERAL
TELEPHONY.COM, INC.
INTO
I. A.
EUROPE GROUP, INC.
The
undersigned corporation organized and existing under and by virtue of the
General Corporation Law of Delaware.
DOES HEREBY
CERTIFY:
FIRST: That the name and state
of incorporation of each of the constituent corporations of the merger is as
follows:
NAME
STATE OF INCORPORATION
General
Telephony.com,
Inc. Nevada
I. A. Europe
Group,
Inc. Delaware
SECOND: That an Agreement and
Plan of Merger between the parties to the merger has been approved, adopted,
certified, executed and acknowledged by each of the constituent corporations in
accordance with the requirements of section 252 of the General Corporation Law
of Delaware.
THIRD: That the name of the
surviving corporation of the merger is I. A. Europe Group, Inc., a Delaware
corporation.
FOURTH: That
the Certificate of Incorporation of I. A. Europe Group, Inc., a Delaware
corporation which is surviving the merger, shall be the Certificate of
Incorporation of the surviving corporation.
FIFTH: That
the executed Agreement and Plan of Merger is on file at an office of the
surviving corporation, the address of which is 901 Ponce de Leon Boulevard,
Miami, Florida 33134
SIXTH: That a
copy of the Agreement and Plan of Merger will be furnished by the surviving
corporation, on request and without cost, to any stockholder of any constituent
corporation.
SEVENTH: The
authorized capital stock of each foreign corporation which is a party to the
merger is as follows:
Corporation | Class | Number of Shares | Par
Value
Per
Share
|
|||||||
General Telephony.com, Inc. | Common | 20,000,000 | $ | 0.001 | ||||||
Series A Preferred | 5,000,000 | $ | 0.001 | |||||||
EIGHTH: That
this Certificate of Merger shall be effective upon filing with the Delaware
Secretary of State.
Dated:
December 2, 2002
I. A.
Europe Group, Inc.
By: /s/
Victor Minca
__________________________
Victor
Minca, President