EXHIBIT 3.4
ARTICLES OF AMENDMENT
OF
THE NEPTUNE SOCIETY, INC.
Pursuant to Section 607.10025 (2) of the Florida Business Corporation Act,
THE NEPTUNE SOCIETY, INC., a Florida corporation (the "Corporation"), DOES
HEREBY CERTIFY AND ADOPT THESE ARTICLES OF AMENDMENT:
FIRST: The name of the Corporation is THE NEPTUNE SOCIETY, INC.
SECOND: The Board of Directors of the Corporation, acting by consent in
lieu of a special meeting, duly authorized and adopted this amendment to
the Articles of Incorporation of the Corporation on May 8, 2000, pursuant
to Section 607.10025 (2) of the Florida Business Corporation Act, to effect
a combination of the Corporation's shares of common stock (the "Share
Combination"), and written notice of the adoption of the amendment will be
given as provided in Section 607.10025 (5) of the Florida Business
Corporation Act to every shareholder entitled to such notice.
THIRD: This amendment to the Articles of Incorporation of the Corporation
(a) does not adversely affect the rights or preferences of the holders of
any outstanding class of the Corporation's shares and (b) the percentage of
authorized shares remaining after this amendment to the Articles of
Incorporation of the Corporation will not exceed the percentage of
authorize shares remaining unissued before this amendment to the Articles
of Incorporation of the Corporation.
FOURTH: The number of shares of common stock subject to the Share
Combination is 13,437,152 shares, and the number of shares of common stock
which will result from the Share Combination is 6,718,576.
FIFTH: The Articles of Incorporation of this Corporation are amended by
changing ARTICLE IV so that, as amended, said ARTICLE IV shall read as
follows:
ARTICLE IV
The capital stock of the Corporation shall consist of Twenty-five
Million (25,000,000) shares of common stock, with a $0.002 par
value. The 13,437,152 shares of issued and outstanding common
shares of the Corporation, with a par value of $0.001, either
issued and outstanding or held by the Corporation as treasury
stock, immediately prior to 5:00 P.M. (Eastern Standard Time) on
May 19, 2000, shall be automatically reclassified and changed
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(without any further act) into 6,718,576 fully-paid and
non-assessable shares of common stock of the Corporation, with a
par value of $0.002. Factional shares resulting from the Share
Combination will be rounded up to the next whole share.
SIXTH: This amendment shall be effective at 5:00 p.m. (Eastern Standard
Time) on May 19, 2000.
SEVENTH: This amendment to the Articles of Incorporation was duly adopted
in accordance with the provisions of Section 607.10025 of the Florida
Business Corporation Act.
DATED this 8th day of May, 2000.
By: /s/ Marco Markin
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Marco Markin
Title: Chief Executive Officer
State of )
) ss.
County of )
On May 3, 2000, personally appeared before me, a Notary Public, Marco
Markin, Chief Executive Officer of the Corporation, who acknowledged that he
executed the above instrument.
/s/ ILLEGIBLE
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Signature of Notary
