1 EXHIBIT 3.1 ARTICLES OF MERGER OF WORLDS ACQUISITION CORP. AND ACADEMIC COMPUTER SYSTEMS, INC. INTO ACADEMIC COMPUTER SYSTEMS, INC. Under Section 14A:10-4 of the New Jersey Business Corporation Act Pursuant to the provisions of Section 14A:10-4 of the New Jersey Business Corporation Act, the undersigned hereby certify: FIRST: That the following Plan of Merger has been duly approved by the Board of Directors of each of the constituent corporations: (a) The name of each of the constituent corporations is Worlds Acquisition Corp. (De dom) and Academic Computer Systems, Inc. (NJ Dom) and the name of the surviving corporation is Academic Computer Systems, Inc. (NJ Dom) (b) The terms and conditions of the proposed merger and the manner and basis of converting the shares of each constituent corporation are as follows: As part of the merger, the certificate of incorporation of the Academic Computer Systems, Inc. as the corporation surviving the Merger shall be amended to increase the authorized shares of common stock to 30,000,000 shares of the par value of $.001, and change the name of the corporation to Worlds Inc., (ii) each outstanding share of common stock of Academic Computer Systems, Inc. shall be converted into one share of common stock of the surviving corporation, (iii) each outstanding share of common stock of Worlds Acquisition Corp. shall be converted into one share of common stock of the surviving corporation and (iv) options, warrants and other rights to purchase shares of common stock of Academic Computer Systems, Inc. and World Acquisition Corp., respectively, shall be converted into identical options, warrants and other rights to purchase the same number of shares of common stock of the surviving corporation with the same exercise price. SECOND: As to each corporation, the number of shares entitled to vote, and the number and designation of the shares of any class or series entitled to vote as a class or series, are: 2 Total Designation Number of Number of Class or Shares of Shares Series Entitled of Such Class Name of Entitled to Vote as a Class or Series Corporation to Vote or Series (if any) (if any) - ----------- ------- ------------------ -------- Worlds Acquisition Corp. 8,400,000 Academic Computer Systems, Inc. 907,700 As to each corporation, the number of shares voted for and against the Plan, respectively, and the number of share of any class or series, entitled to vote as a class or series voted for and against the Plan are: Class Name of Total Shares Total Shares or Corporation Voted For Voted Against Series - ----------- --------- ------------- ------ Worlds Acquisition Corp. 8,000,000 -0- Common Academic Computer Systems, Inc. 454,000 -0- Common THIRD: The applicable provisions of the law of Delaware under which Worlds Acquisition Corp. was organized have been compiled with in respect to the merger. IN WITNESS WHEREOF, each of the corporations, parties hereto, has caused these Certificates to be executed on its behalf by its President. Dated: November 21, 1997 WORLDS ACQUISITION CORP. /s/ ---------------------------------- Thomas Kidrin, President ACADEMIC COMPUTER SYSTEMS, INC. /s/ ---------------------------------- Lawrence Burstein, President