RICH EARTH INC
DEF 14C, EX-3, 2000-05-30
NON-OPERATING ESTABLISHMENTS
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                                    EXHIBIT A

                     AMENDMENT TO ARTICLES OF INCORPORATION

RESOLVED,  the  Articles  of  Incorporation  of  Rich  Earth,  Inc.  as follows:

1.     The  First  Article be amended changing the name from Rich Earth, Inc. to
       GlobalNet,  Inc.;
2.     The  Fifth  Article be amended allowing the Board of Directors to consist
       of from one (1) to fifteen (15) directors, as may be determined from time
       to time  by  the  existing  Board  of  Directors.
3.     The Certificate of Articles of Amendment of the Articles of Incorporation
       as  attached  to  this  resolution  is  hereby  approved.
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                            CERTIFICATE OF AMENDMENT
                                       TO
                            ARTICLES OF INCORPORATION
                                       OF

                                RICH EARTH, INC.
                                ----------------

     Pursuant  to the provisions of section 78.209, Nevada Revised Statutes, the
undersigned  President  and  Secretary  of Rich Earth, Inc. (the "Corporation"),
does  hereby  certify  the  Board  of  Directors  of  the  Corporation adopted a
resolution  to  amend  the  original  articles  as  follows:

ARTICLE  FIRST  WHICH  PRESENTLY  READS  AS  FOLLOWS:

                                  ARTICLE FIRST
                                 Corporate Name

The  name  of  the  Corporation  shall  be:

                                RICH  EARTH,  INC.

Is  HEREBY  AMENDED  TO  READ  AS  FOLLOWS:

                                  ARTICLE FIRST
                                 Corporate Name

The  name  of  the  Corporation  is:

                                GLOBALNET,  INC.

ARTICLE  FIVE  WHICH  PRESENTLY  READS  AS  FOLLOWS:

                                  ARTICLE FIVE
                                    DIRECTORS
                                    ---------

     The  Directors  are hereby granted the authority to do any act on behalf of
the Corporation as may be allowed by law.  Any action taken in good faith, shall
be  deemed appropriate and in each instances where the Articles of Incorporation
so  authorize,  such  action by the Directors, shall be deemed to exist in these
Articles  and  the authority granted by said Act shall be imputed hereto without
the  same  specifically  having  been  enumerated  herein.

     The  Board  of Directors may consist of from one (1) to nine (9) directors,
as  determined,  from  time  to  time,  by the then existing Board of Directors.
                                       32
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IS  HEREBY  AMENDED  TO  READ  AS  FOLLOWS:

                                  ARTICLE FIVE
                                    DIRECTORS
                                    ---------

     The  Directors  are hereby granted the authority to do any act on behalf of
the Corporation as may be allowed by law.  Any action taken in good faith, shall
be  deemed appropriate and in each instances where the Articles of Incorporation
so  authorize,  such  action by the Directors, shall be deemed to exist in these
Articles  and  the authority granted by said Act shall be imputed hereto without
the  same  specifically  having  been  enumerated  herein.

     The  Board  of  Directors  may  consist  of  from  one  (1) to fifteen (15)
directors,  as  determined,  from  time  to  time, by the then existing Board of
Directors.




     The number of shares of the corporation outstanding and entitled to vote on
an  amendment  to  the  Articles  of  Incorporation  is 9,960,000; that the said
changes and amendments have been consented to and approved by a majority vote of
the  stockholders holding at least a majority of each class of stock outstanding
and  entitled  to  vote  thereon.


     The  effective  date  of  this  amendment  is May __, 2000, at the Closing.



     ______________________________          ______________________________
Xenios  Xenopoulos,  Secretary               Xenios  Xenopoulos,  President


On the _____ Day of May, 2000 Xenios Xenopoulos the sole director and officer of
the  Company  personally  appeared  before  me,  a  Notary Public in and for the
Country  of  Cyprus,  and  acknowledged  that  he executed the above instrument.


______________________________
Notary  Public  in  and  for  the
Country  of  Cyprus

                                       33
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