Telemonde Inc – ‘10-12G’ on 11/15/99 – EX-3.1B

On:  Monday, 11/15/99   ·   Accession #:  950130-99-6504   ·   File #s:  0-28113, 0-28113 (10SB12G)   ·   Correction:  This Filing was Corrected by the SEC on 3/6/00. ®

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Registration of Securities (General Form)   —   Form 10
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10SB12G     Form 10                                              130    474K 
 2: EX-2.1      Stock Purchase Agreement                              33     84K 
 3: EX-2.2      Agreement Dated Nov. 8, 1999                          43    157K 
 4: EX-2.3      Agreement and Plan of Merger                           2     18K 
 5: EX-2.4      Share Purchase Agreement Dated Aug. 9, 1999           45    147K 
 6: EX-2.5A     Share Purchase Agreement Dated Oct. 22,1999           51    170K 
 7: EX-2.5B     Share Purchase Agreement Dated Oct. 22, 1999           8     27K 
 8: EX-3.1A     State of Delaware                                      5     25K 
 9: EX-3.1B     Articles of Merger                                     2     14K 
10: EX-3.2      By-Laws of Telemonde                                  15     65K 
11: EX-4.1      Telemonde                                              2     13K 
12: EX-4.2      Registration Rights Agreement                         14     64K 
13: EX-4.3      Registration Rights Agreement                         10     50K 
14: EX-10.1     Warrant                                               14     60K 
26: EX-10.10    Composite Guarantee and Debenture                     28     84K 
27: EX-10.11    Loan Facility Agreement                               26     72K 
15: EX-10.2     Warrant                                               13     50K 
16: EX-10.3     Consulting Agreement                                   4     26K 
17: EX-10.4     Service Agreement for                                 13     57K 
18: EX-10.4A    Schedule of Employment Terms                           1     11K 
19: EX-10.5     Capacity Sales Agreement                              29     73K 
20: EX-10.5A    Promissory Note                                        1     11K 
21: EX-10.5B    Promissory Note                                        1     11K 
22: EX-10.6     Capacity Purchase Agreement                           23     88K 
23: EX-10.7     Transmission Capacity Agreement                       19     64K 
24: EX-10.8     Transmission Capacity Agreement                       22     76K 
25: EX-10.9     Transmission Capacity Agreement                       23     65K 
31: EX-21       List of Subsidiaries                                   1     10K 
32: EX-27       Financial Data Schedule                                2     12K 
28: EX-99.1     Heads of Agreement                                     4     24K 
29: EX-99.2     Agreement                                             17     69K 
30: EX-99.3     Term Sheet                                             2     12K 

EX-3.1B   —   Articles of Merger

EX-3.1B
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                                                                  Exhibit 3.1(b)

 CERTIFICATE OF MERGER
of
 TELEMONDE INC.,
a Nevada corporation

into
TELEMONDE, INC.,
a Delaware corporation

Pursuant to Section 252 of the General
Corporation Law of the State of Delaware

 Telemonde, Inc. (the "Company"), a corporation organized and existing
under the General Corporation Law of the State of Delaware (the "DGCL" ), hereby
certifies that:                                                                 

 FIRST: The name and state of incorporation of each of the constituent
corporations of the merger is as follows:                                       

NAME              STATE OF INCORPORATION                

Telemonde, Inc.             Delaware                    
Telemonde, Inc.             Nevada                      

    SECOND: An Agreement and Plan of Merger dated as of October 28, 1999, by
and between Telemonde, Inc., a Nevada corporation ("TI"), and the Company (the  
"Merger Agreement"), was approved, adopted, certified, executed and acknowledged
by each of the constituent corporations in accordance with the requirements of  
Section 252(c) of the DGCL and by Telemonde, Inc., a Nevada corporation ("TI"), 
in accordance with the laws of the State of Nevada.                             

    THIRD : The Company shall be the surviving corporation of the merger and
shall at the effective time of the merger be named Telemonde, Inc. (sometimes   
hereinafter referred to as the "Surviving Corporation").                        

FOURTH: The certificate of incorporation of the Company (the        
"Certificate") shall be the certificate of incorporation of the Surviving       
Corporation.                                                                    

 FIFTH: The executed Merger Agreement is on file at the offices of the
Surviving Corporation at 200 Madison Avenue, New York, New York 10016.          

    SIXTH: A copy of the Merger Agreement will be furnished by the Surviving
Corporation, on request and without cost, to any stockholder of TI or the       
Company.                                                                        

SEVENTH: The authorized capital stock of TI is 100,000,000 shares of
Common Stock, par value $0.001 per share.                                       

EX-3.1B
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  IN WITNESS WHEREOF, Telemonde, Inc., as the Surviving Corporation, has
caused this Certificate of Merger to be signed under penalties of perjury by    
Adam Bishop, its President, on the 14 day of November 1999.                     

                    TELEMONDE, INC.,
                          a Delaware corporation

                   /s/ Adam Bishop
                                   -------------------------------

                     By:   Adam Bishop
                                      ----------------------------

                     Title:  President
                                         -------------------------

Dates Referenced Herein

				Referenced-On Page
This ‘10-12G’ Filing		Date		First		Last			Other Filings
Corrected on:		3/6/00							None on these Dates
Filed on:		11/15/99
		10/28/99		1
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