EXHIBIT 2.2
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
GIFTS OF LEARNING FOUNDATION, INC.
Pursuant to Section 607.1006 of the Business Corporation Act of the
State of Florida, the undersigned, being all of the Directors of Gifts Of
Learning Foundation, Inc., a corporation organized and existing under and by
virtue of the Business Corporation Act of the State of Florida, bearing document
number P93000042796, does hereby certify:
First: That pursuant to Unanimous Written Consent of the Board of
Directors and majority consent of the shareholders of said Corporation dated
November 25, 1998, the Directors and shareholders approved the Amendment to the
Corporation's Articles of Incorporation as follows:
ARTICLE THREE shall be deleted in its entirety and substituted with the
following:
ARTICLE THREE
CAPITAL STOCK
The maximum number of shares that this Corporation shall be authorized
to issue and have outstanding at any one time shall be 15,000,000 shares of
common stock, par value $.001 per share.
The foregoing amendment was adopted by the Board of Directors of the
Corporation pursuant to a Unanimous Written Consent of the Board of Directors
and by a Majority Written Consent of the Shareholders of the Common Stock of the
Corporation dated November 25, 1998, acting pursuant to Sections 607.0821 and
607.0704 of the Florida Business Corporation Act. Therefore, the number of votes
cast for the amendment to the Corporation's Articles of Incorporation was
sufficient for approval.
Matthew W. Miller, Esq., Florida Bar No. 0121398
Atlas, Pearlman, Trop & Borkson, P.A.
200 East Las Olas Blvd., Suite 1900
Fort Lauderdale, Florida 33301
(954) 763-1200
<PAGE>
IN WITNESS WHEREOF, the undersigned, being the President of this
Corporation, has executed these Articles of Amendment as of November 25, 1998.
GIFTS OF LEARNING FOUNDATION, INC.
By: /S/ JAMES A. MALLAMO
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James A. Mallamo, President & Director
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