NINTH ENTERPRISE SERVICE GROUP INC
S-4/A, EX-3.3, 2000-10-16
BLANK CHECKS
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                                   EXHIBIT 3.3

           AMENDED AND RESTATED ARTICLES OF INCORPORATION OF Wiremedia.com, Inc.





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AMENDED AND  RESTATED  ARTICLES OF  INCORPORATION  OF  Wiremedia.com,  Inc.  The
ARTICLES OF  INCORPORATION  OF  Wiremedia.com,  Inc.  filed January 25, 2000 are
amended and restated in their entirety to read as follows:

ARTICLE I - NAME, PRINCIPAL OFFICE AND MAILING ADDRESS
The name of this corporation is Wiremedia.com, Inc. and the principal office and
mailing address of this  corporation is 1355 WEST PALMETTO PARK ROAD, SUITE 180,
BOCA RATON, FL 33486.

ARTICLE II - PURPOSE
This  corporation  is organized to include the  transaction of any or all lawful
business for which  corporations may be incorporated  under Chapter 607, Florida
Statutes (1975) as presently enacted and as it may be amended from time to time.

ARTICLE III -REGISTERED AGENT
The address of the registered  agent of this  corporation is 343 ALMERIA AVENUE,
CORAL  GABLES,  FL  33134,  and the name of the  registered  agent is  SPIEGEL &
UTRERA, P.A..

ARTICLE IV - ELECTION OF BOARD OF DIRECTORS
Directors are elected by a plurality of the votes cast by the shares entitled to
vote in the election at a meeting at which a quorum is present.

ARTICLE IV - CAPITAL STOCK
This corporation is authorized to issue 50,000,000 shares of no par value common
stock,  which shall be designated as "Common Shares" and 20,000,000 shares of no
par value preferred stock, which shall be designated as "Preferred  Shares." The
Preferred Shares may be issued in such series and with such rights,  privileges,
and preferences as determined solely by the Board of Directors.

ARTICLE VI -  AFFILIATED TRANSACTIONS / CONTROL SHARE ACQUISITIONS
The  Corporation  expressly  elects not to be governed by Sections  607.0901 and
607.0902 of the Florida  Enterprise  Corporations  Act,  relating to  affiliated
transactions and control share acquisitions, respectively.


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Colby, Fede /President              Date

Prepared By:  Michael T. Williams, Esq.   2503 W. Gardner Ct.  Tampa FL  33611
Florida Bar:300322   Phone and Fax:813.831.9348  Fax Audit# (((H00000017417 7)))




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