CERTIFICATE OF OWNERSHIP AND MERGER

                                   MERGING

                          YIFAN COMMUNICATIONS, INC.

                                     INTO

                        SMART GAMES INTERACTIVE, INC.

                   (Pursuant to Section 253 of the General
                  Corporation Law of the State of Delaware)



            SMART GAMES INTERACTIVE, INC., a Delaware corporation (the
"Corporation"), does hereby certify:

            FIRST:  That the Corporation is incorporated pursuant to the
General Corporation Law of the State of Delaware.

            SECOND:  That the Corporation owns all of the outstanding shares
of the capital stock of YIFAN COMMUNICATIONS, INC., a Delaware corporation.

            THIRD:  That the Corporation, by the following resolutions of its
Board of Directors, duly adopted on July 21, 2000, determined to merge YIFAN
COMMUNICATIONS, INC. into itself on the terms and conditions set forth in
such resolutions:

                  RESOLVED,  that  effective  upon the filing of an  appropriate
            Certificate  of Ownership and Merger  containing  these  resolutions
            with  the  Secretary  of  State  of the  State  of  Delaware,  YIFAN
            COMMUNICATIONS,  INC., a wholly-owned subsidiary of the Corporation,
            shall be merged with and into the Corporation,  with the Corporation
            to be the surviving corporation of the merger

                  FURTHER RESOLVED, that at the effective time of the merger the
            issued  and  outstanding  shares  of  the  capital  stock  of  YIFAN
            COMMUNICATIONS,  INC. shall be canceled,  and no consideration shall
            be issued in exchange therefor.





                  FURTHER  RESOLVED,  that pursuant to and at the effective time
            of the  aforesaid  merger,  the  name of the  Corporation  shall  be
            changed to "YIFAN COMMUNICATIONS, INC." by deleting Article First of
            the Certificate of Incorporation of the Corporation and inserting in
            lieu thereof a new Article First to read as follows:

                        FIRST:  The name of the  corporation
                  (hereinafter  called the "corporation") is
                  YIFAN COMMUNICATIONS, INC.

                  FURTHER  RESOLVED,  that the President of this  Corporation is
            hereby  directed to make,  execute and  acknowledge a Certificate of
            Ownership and Merger setting forth a copy of these  resolutions  and
            the date of  adoption  thereof and to file the same in the office of
            the Secretary of State of Delaware.



            FOURTH: The effective date and time of this merger shall be July 28,
2000 at 12:01 a.m.




            IN WITNESS WHEREOF,  said SMART GAMES INTERACTIVE,  INC. has
caused this  Certificate  to be signed by Sally Fonner,  its  President,
this 21st day of July, 2000.


                                    SMART GAMES INTERACTIVE, INC.




                                    By: __________________________
                                        Sally A. Fonner, President