ARTICLES OF AMENDMENT
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TO THE
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ARTICLES OF INCORPORATION
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OF
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WORLDWIDE EQUIPMENT CORP.
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Pursuant to the Business Corporation Act of the State of Florida, the
undersigned President of WorldWide Equipment Corp.. (the "Corporation"), a
corporation organized and existing under and by virtue of the Business
Corporation Act of the State of Florida bearing Document P93000043191 does
hereby certify:
First: that pursuant to a Written Consent of the Board of Directors
dated September 7, 2000 and vote by special meeting of the Shareholders of said
Corporation on October 30, 2000 the Board of Directors and Majority Shareholders
approved the following amendment to the Corporation's Articles of Incorporation
creating the series of preferred stock as follows:
The first paragraph through item (1) of ARTICLE THREE of the
Corporation's Articles of Incorporation shall be deleted and replaced with the
following:
"The total number of shares of capital stock which the corporation has
the authority to issue is 101,000,000 shares consisting of:
(1) 100,000,000 shares of common stock, par value $.001 per share. On
the date of filing of these Articles of Amendment which the Secretary of State
of the State of Florida, every fifty issued and outstanding shares of the
Corporation's previously authorized common stock, par value $0.001 per share
(the "Old Common Stock") shall thereby and thereupon be reclassified and
converted into one (1) validly issued, fully paid and nonassessable share of
Common Stock (the "New Common Stock"). Each certificate that theretofore
represented shares of Old Common Stock shall thereafter represent the number of
shares of New Common Stock into which the shares of Old Common Stock represented
by such certificate were reclassified and converted hereby; provided, however,
that each person holding of record a stock certificate or certificates that
represented shares of Old Common Stock shall receive, upon surrender of stock
certificate or certificates, a new certificate or certificates evidencing and
representing the number of shares of New Common Stock to which such person is
entitled, except that no fractional shares resulting from the combination shall
be issued, any such fractional share to be converted to the right of the holder
thereof to receive one share of New Common Stock"; and
Brian Pearlman, Esq., Florida Bar No. 0157023
Atlas Pearlman, P.A.
350 East Las Olas Blvd., Ste. 1700
Ft. Lauderdale, FL 33301 (954) 763-1200
<PAGE>
On the date of filing of these Articles of Amendment which the
Secretary of State of the State of Florida, every fifty issued and outstanding
shares of the Corporation's previously authorized common stock, par value $0.001
per share (the "Old Common Stock") shall thereby and thereupon be reclassified
and converted into one (1) validly issued, fully paid and nonassessable share of
Common Stock (the "New Common Stock"). Each certificate that theretofore
represented shares of Old Common Stock shall thereafter represent the number of
shares of New Common Stock into which the shares of Old Common Stock represented
by such certificate were reclassified and converted hereby; provided, however,
that each person holding of record a stock certificate or certificates that
represented shares of Old Common Stock shall receive, upon surrender of stock
certificate or certificates, a new certificate or certificates evidencing and
representing the number of shares of New Common Stock to which such person is
entitled, except that no fractional shares resulting from the combination shall
be issued, any such fractional share to be converted to the right of the holder
thereof to receive one share of New Common Stock.
Second: The herein amended Articles of Incorporation of the Corporation
do not adversely affect the rights or preferences of the holders of outstanding
shares of any class or series and does not result in the percentage of
authorized shares that remain unissued after the combination exceeding the
percentage of authorized shares that were unissued before the combination.
Third: This Certificate of Amendment shall be effective as of 7:00
a.m., Miami, Florida, time, on the date of filing.
Brian Pearlman, Esq., Florida Bar No. 0157023
Atlas Pearlman, P.A.
350 East Las Olas Blvd., Ste. 1700
Ft. Lauderdale, FL 33301 (954) 763-1200
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<PAGE>
The foregoing amendment was adopted by the Board of Directors of the
Corporation pursuant to Written Consent of the Board of Directors on September
7, 2000 and vote of the Shareholders of the Corporation on October 30, 2000. The
vote was taken pursuant to a special meeting of the shareholders of the
Corporation, a record date was set and a proxy was delivered to a record holders
as of September 28, 2000. Therefore, the number of votes cast for the amendment
to the Corporation's Articles of Incorporation was sufficient for approval.
IN WITNESS WHEREOF, said Corporation has caused this Certificate to be
signed in its name by its President and its corporate seal to be affixed on
____________, 2000.
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Mitchell Hymowitz, President
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