INETVISIONZ INC
10SB12G/A, EX-3.11, 2000-12-22
BUSINESS SERVICES, NEC
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                                  EXHIBIT 3.11

                           Certificate of Amendment of

                         Certificate of Incorporation of

                              Inetvisionz.com, Inc.

                             Dated December 11, 2000


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                                STATE OF DELAWARE

                           CERTIFICATE OF AMENDMENT OF

                         CERTIFICATE OF INCORPORATION OF

                              INETVISIONZ.COM, INC.
                             A DELAWARE CORPORATION

FIRST: That at a meeting of the Board of Directors on INETVISIONZ.COM, INC.
resolutions were duly adopted setting forth a proposed amendment of the
Certificate of Incorporation of said corporation, declaring said amendment to be
advisable and calling a meeting of the stockholders of said corporation for
consideration thereof. The resolution setting forth the proposed amendment is as
follows:

         RESOLVED, that the Certificate of Incorporation of this corporation be
amended by changing the Article thereof numbered "FIRST" so that, as amended,
said Article shall be read as follows:

            "The name of this Corporation shall be "iNetVisionz, Inc."

         RESOLVED FURTHER, that the Certificate of Incorporation of this
corporation be amended by changing the Article thereof numbered "FOURTH" so
that, as amended, said Article shall be read as follows:

         "The Corporation shall be authorized to issue 100,000,000 (One Hundred
         Million) shares of Common Stock at $0.001 par value. Holders of shares
         of Common Stock are entitled to one vote for each share on all matters
         to be voted on by the stockholders and to share ratably in dividends,
         if any, as may be declared, from time to time, by the Board of
         Directors in its discretion, from funds legally available therefor. The
         Corporation shall also be authorized to issue 10,000,000 (Ten Million)
         shares of Preferred Stock at $0.001 par value issuable in one or more
         series with such powers, designations, preferences, rights,
         qualifications, limitations or restrictions as may be determined in the
         board's sole discretion, with no further authorization by shareholders
         required for the creation and issuance thereof. When required by law
         and in accordance with the provisions of Section 151 of the General
         Corporations Law of the state of Delaware, the board of directors of
         the Corporation shall have the express authority to execute,
         acknowledge and file a certificate of designations setting forth, any
         and all powers, designations, preferences, rights, qualifications,
         limitations or restrictions on the stock."

SECOND: That thereafter, pursuant to resolution of its Board of Directors, a
special meeting of the stockholders of said corporation was duly called and
held, upon notice in accordance with Section 222 of the General Corporation Law
of the State of Delaware at which meeting the necessary number of shares as
required by statute were voted in favor of the amendment.

THIRD:   That said  amendments  were duly adopted in accordance  with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

FOURTH:  That the capital of said corporation shall not be reduced under or
by reason of said amendment.



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IN WITNESS THEREOF, the undersigned do make, file and record this Certificate
and do hereby certify that the facts herein stated are true and they have
accordingly hereunto set their hands this 17th day of November, A. D. 2000.


By:      /s/ Noreen Khan                      By:      /S/ Lawrence Horwitz
    ----------------------------                    ---------------------------
Noreen Khan, President                        Lawrence Horwitz, Secretary


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