CERTIFICATE OF MERGER
                                   (DELAWARE)

                              CERTIFICATE OF MERGER
                                        OF
                              GOPUBLICNOW.COM, INC.
                             (a Nevada corporation)
                                       INTO
                               DERMARX CORPORATION
                            (a Delaware corporation)

Pursuant  to  Section  252(c)  of  the  General  Corporation Law of the State of
Delaware,

     It  is  hereby certified, on behalf of each of the constituent corporations
named  below,  as follows:

     1.     The  names  of  the  constituent  corporations  are GoPublicNow.com,
Inc.,  a  Nevada  corporation  ("GPN")   and  DermaRx  Corporation,  a  Delaware
corporation   ("DMRX"   or   the  "Surviving  Corporation").   The  Articles  of
Incorporation  of  GPN  was  filed  with  the Secretary of State of the State of
Nevada  on December 2, 1999.  The Certificate of Incorporation of DMRX was filed
with  the  Secretary  of  State  of  the  State  of  Delaware  on  June 4, 1985.

     2.     An  Agreement  and  Plan  of Reorganization between GPN and DMRX has
been  approved, adopted, certified, executed and acknowledged by GPN and DMRX in
accordance  with  Section  252(c) of the General Corporation Law of the State of
Delaware.

3.     DMRX  is  the  surviving  corporation.

     4.     The  executed Agreement and Plan of Reorganization is on file at the
principal  place  of  business of DMRX, the surviving corporation, at 5000 Birch
Street,  West  Tower,  Suite  4900,  Newport  Beach,  CA  92660.  A  copy of the
Agreement  and  Plan  of Reorganization will be furnished by DMRX, the surviving
corporation, without cost, to any stockholder of GPN or DMRX who sends a written
request  therefor  to  DMRX  at its principal place of business indicated above.
DMRX  hereby  appoints  PARACORP  INCORPORATED  to accept service of process for
DMRX.  All  services  of  proccess may be mailed to: 15 E. North Street, City of
Dover,  County  of  Kent,  Delaware  19901.

     5.     The  authorized  capital  stock  of  GPN  preceding  the  merger  is
50,000,000  shares  of  common  stock, par value $.001 per share, and 10,000,000
shares  of  preferred  stock, par value $.001 per share.  The authorized capital
stock  of  DMRX  preceding the merger was 12,000,000 shares of common stock, par
value  $.05  per  share,  and  800 shares of preferred stock, par value $.10 per
share.



     6.     The  Articles  of Incorporation of DMRX as the Surviving Corporation
shall  be  amended  by  this  Certificate  of  Merger  as  follows:

     Article  FIRST  shall  be  amended  to  read  as  follows:

     "The  name  of  the  Corporation  shall  be  GoPublicNow.com,  Inc."

     Article  FOURTH  shall  be  amended  to  read  as  follows:

     "This  Corporation is authorized to issue two classes of shares of stock to
be  designated  as  "Common  Stock"  and "Preferred Stock".  The total number of
shares  of  Common  Stock  which  this Corporation is authorized to issue is One
Hundred  Million  (100,000,000)  shares,  par value $0.001.  The total number of
shares  of  Preferred Stock which this Corporation is authorized to issue is Ten
Million  (10,000,000)  shares,  par  value  $0.001.  The  shares of Common Stock
issued  and  outstanding  as  at  the  date of these Articles of Merger shall be
subject  to  a  one  for  five  reverse  stock  split.

     The  shares  of  Preferred  Stock may be issued from time to time in one or
more  series.  The  Board  of  Directors  of  the  Corporation  (the  "Board  of
Directors")  is  expressly  authorized to provide for the issue of all or any of
the  shares  of the Preferred Stock in one or more series, and to fix the number
of  shares  and  to determine or alter for each such series, such voting powers,
full  or  limited,  or no voting powers, and such designations, preferences, and
relative,  participating,  optional,  or  other  rights and such qualifications,
limitations,  or  restrictions  thereof, as shall be stated and expressed in the
resolution  or  resolutions  adopted by the Board of Directors providing for the
issue  of  such shares (a "Preferred Stock Designation") and as may be permitted
by the General Corporation Law of the State of Delaware.  The Board of Directors
is  also  expressly authorized to increase or decrease (but not below the number
of  shares  of  such series then outstanding) the number of shares of any series
subsequent  to the issue of shares of that series.  In case the number of shares
of  any such series shall be so decreased, the shares constituting such decrease
shall  resume  the  status that they had prior to the adoption of the resolution
originally  fixing  the  number  of  shares  of  such  series."


GOPUBLICNOW.COM,  INC.                    DERMARX  CORPORATION
(a  Nevada  corporation)                  (A  Delaware  corporation)


By:  /s/ Bruce A. Berman                  By:  /s/ Maryanne Carroll
         Bruce  A.  Berman                         Maryanne  Carroll
         President                                 President

ATTEST:                                   ATTEST:

/s/ Bruce A. Berman                            /s/ Maryanne Carroll
Bruce  A.  Berman                              Maryanne  Carroll
Secretary                                      Secretary