NVID INTERNATIONAL INC/DE
10SB12G, EX-3.(I)I, 2000-09-25
BLANK CHECKS
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                              EX-3.(I)I

                            Certificate of Amendment



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                                   EXHIBIT 3.(I)I

                                STATE OF DELAWARE

                            CERTIFICATE OF AMENDMENT

                         OF CERTIFICATE OF INCORPORATION

NVID INTERNATIONAL,  INC. A corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware

DOES HEREBY CERTIFY:

FIRST: That the following  resolutions were duly adopted at a validly constitued
meeting of the Board of Directors of the  Corporation,  setting  forth  proposed
amendments to the Certificate of Incorporation,  determining that the capital of
the  Corporation  will  not be  decreased  on  account  of such  amendments  and
declaring such  amendments be submitted to the  stockholders  of the corporation
for their approval. The resolutions are as follows:

          "RESOLVED   that  there  is  hereby   adopted  an   amendment  to  the
     corporation's Certificate of Incorporation pursuant to which the authorized
     capital stock of the Corporation shall be changed from 60,000,000 shares of
     common stock,  $.001 par value to 100,000,000  shares of common stock $.001
     par value;  and in  connection  with such  change,  the first  paragraph of
     Article 4 of the Certificate of  Incorporation  shall be amended to read as
     follows:

          '4. The total  number of shares of stock which the  Corporation  shall
     have  authority to issue is 100,000,000  shares of Common Stock,  $.001 par
     value.'

          RESOLVED  that the Board of Directors  determines  that the capital of
     the  Corporation  will not be  decreased  on the  account of the  foregoing
     amendment,   declares  the   foregoing   amendment  to  the   Corporation's
     Certificate  of  Incorporation  to  be  advisable,  and  directs  that  the
     amentment be submitted to the  stockholders  of the  Corporation  for their
     approval  puruant to Section 242(b) of the General  Corporation  Law of the
     State of Delaware."

SECOND: That the Amendment of the Certificate of Incorporation  effected by this
Certificate  was duly  authorized by the  stockholders  of the  Corporation at a
meeting duly called,  noticed and held, after having been declared  advisable by
the Board of Directors of the Corporation, all in accordance with the provisions
of Section 242 of the General Corporation Lan of the State of Delaware.

THIRD:  That the capital of said  corporation  will not he reduced  under or by
reason of, the foregoing  amendment to the Certificate of  Incorporation  of the
Corporation.

IN WHITNESS WHEREOF, NVID INTERNATIONAL,  INC> has caused this certificate to be
signed by David Larson, its President,  who hereby  acknowledges under penalties
of perjury that the facts herein  stated are true and that this  certificate  is
his act and deed, this 12th day of May, 2000.


 By:    s/s David Larson
        David Larson, President
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