CORRECTED CERTIFICATE OF
CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION
OF
CALIPSO, INC.,
a Delaware corporation
The undersigned hereby certifies:
1. The name of the corporation is Calipso, Inc.
2. The corporation was incorporated in the State of Delaware on May 31, 1994.
3. The Certificate of Amendment of Certificate of Incorporation (the
"Amendment") which was filed in the Office of the Delaware Secretary of State
on May 23, 2000 requires correction as permitted by Section 103 of the
Delaware General Corporation Law, in that the Amendment was filed in error in
that: (a) a Certificate of Amendment of Certificate of Incorporation of
Calipso, Inc. giving effect to a 36 for 1 forward stock split should have
been filed prior to the filing of the Amendment; (b) a Certificate of
Amendment of Certificate of Incorporation of Calipso, Inc. giving effect to a
1.35 for 1 forward stock split should have been filed prior to the filing of
the Amendment; and (c) the Amendment should not have been filed until
September 2000 upon proper consent of the shareholders.
4. The document in corrected form is attached hereto as Exhibit A.
IN WITNESS WHEREOF, the undersigned has executed this Corrected
Certificate of Certificate of Amendment of Certificate of Incorporation of
Calipso, Inc., this 11th day of August, 2000.
/s/ Robert Ransom
__________________________________
Robert Ransom, President
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EXHIBIT A
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FOURTH CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION OF
CALIPSO, INC.,
a Delaware corporation
CALIPSO, INC., a corporation organized and existing under the General
Corporation Law of the State of Delaware (the "General Corporation Law")
DOES HEREBY CERTIFY:
FIRST: That the name of this corporation is CALIPSO, INC., and that
this corporation was originally incorporated on May 31, 1994, pursuant to the
General Corporation Law.
SECOND: That on June 8, 1999, the Board of Directors duly adopted
resolutions proposing to amend the Certificate of Incorporation of this
corporation, effective June 8, 1999, declaring said amendment to be advisable
and in the best interest of this corporation and its stockholders, and, by
written consent in accordance with Section 228 of the General Corporation
Law, the stockholders of this corporation consented to the resolutions
setting forth the proposed amendment, which resolutions are as follows:
RESOLVED, that the Certificate of Incorporation of this
Corporation be amended by amending Paragraph Fourth to read as
follows:
PARAGRAPH FOURTH
The total number of shares of capital stock which the Corporation shall have
authority to issue is twenty million (20,000,000), of which all twenty
million (20,000,000) shares shall be designated "Common Stock" and shall have
a par value of $.001 per share. Upon the amendment of this Paragraph Fourth
to read as herein set forth, each outstanding share of this Corporation's
Common Stock as of June 8, 1999 shall be split into thirty-six (36) shares of
this Corporation's Common Stock, resulting in a total of 6,696,000 shares of
this Corporation's Common Stock issued and outstanding.
THIRD: The foregoing amendment was approved by the holders of the
requisite number of shares of said corporation in accordance with Section 228
of the General Corporation Law.
FOURTH: That said amendments were duly adopted in accordance with the
provisions of Section 242 and 245 of the General Corporation Law to be
effective June 8, 1999.
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IN WITNESS WHEREOF, this Certificate of Amendment of Certificate of
Incorporation has been signed by the President of this corporation as of
August 11, 2000.
By:/s/ Robert Ransom
Robert Ransom, President
