<PAGE> 1
Exhibit 3.02
CERTIFICATE OF AMENDMENT
TO THE
CERTIFCATE OF INCORPORATION
OF
HI-TECH VENTURES, INC.
Pursuant to the provisions of Section 242, of the General Corporation
Laws of the State of Delaware, Hi Tech Ventures, Inc., a Delaware corporation,
hereinafter referred to as the "Corporation," hereby adopts the following
Certificate of Amendment to its Certificate of Incorporation:
FIRST: The name of the Corporation is Hi-Tech Ventures, Inc.
SECOND: Article I of the Articles of Incorporation shall be amended to
read as follows:
Article I
The name of the corporation is Rubicon Medical Corporation
THIRD: Article IV of the Articles of Incorporation shall be amended to
read as follows:
Article IV
The Corporation is authorized to issue a total of 105,000,000 shares,
consisting of 5,000,000 shares of preferred stock having a par value of $0.001
per share (hereinafter referred to as "Preferred Stock") and 100,000,000
shares of common stock having a par value $0.001 per share (hereinafter
referred to as "Common Stock"). Shares of any class of stock may be issued,
without shareholder action, from time to time in one or more series as may
from time to time be determined by the board of directors. The board of
directors of this Corporation is hereby expressly granted authority, without
shareholder action, and within the limits set forth in the General Corporate
Laws of the State of Delaware, to:
(a) designate in whole or in part, the powers, preferences,
limitations, and relative rights, of any class of shares before the issuance
of any shares of that class;
(b) create one or more series within a class of shares, fix the
number of shares of each such series, and designate, in whole or part, the
powers, preferences, limitations, and relative rights of the series, all
before the issuance of any shares of that series;
(c) alter or revoke the powers, preferences, limitations, and
relative rights granted to or imposed upon any wholly unissued class of shares
or any wholly unissued series of any class of shares; or
(d) increase or decrease the number of shares constituting any
series, the number of shares of which was originally fixed by the board of
directors, either before or after the issuance of shares of the series;
provided that, the number may not be decreased below the number of shares of
the series then outstanding, or increased above the total number of authorized
shares of the applicable class of shares available for designation as a part
of the series.
<PAGE>
<PAGE> 2
The allocation between the classes, or among the series of each class, of
unlimited voting rights and the right to receive the net assets of the
Corporation upon dissolution, shall be as designated by the board of
directors. All rights accruing to the outstanding shares of the Corporation
not expressly provided for to the contrary herein or in the Corporation's
bylaws or in any amendment hereto or thereto shall be vested in the Common
Stock. Accordingly, unless and until otherwise designated by the board of
directors of the Corporation, and subject to any superior rights as so
designated, the Common Stock shall have unlimited voting rights and be
entitled to receive the net assets of the Corporation upon dissolution.
Except as otherwise amended above Article I and IV shall remain unchanged and
in full force and effect.
FOURTH:Pursuant to a majority vote of the Corporation's shareholders, a plan
of recapitalization was approved providing for a 1 for 20 reverse split of the
issued and outstanding shares of common stock of the Corporation reducing the
9,840,000 issued and outstanding shares of Common Stock of the Corporation to
492,000. The number of shares voted for the plan of recapitalization was
6,600,000 representing 67% of the issued and outstanding Common Stock, with no
shares opposing or abstaining.
FIFTH: By executing these Certificate of Amendment to the Certificate of
Incorporation, the president and secretary of the Corporation do hereby
certify that on October 11, 2000, the foregoing amendment to the Certificate
of Incorporation of Hi-Tech Ventures, Inc., was authorized and approved
pursuant to Section 242 of the General Corporation Laws of the State of
Delaware by the vote of the majority of the Corporation's shareholders. The
number of issued and outstanding shares entitled to vote on the foregoing
amendment to the Certificate of Incorporation was 9,840,000 of which 6,600,000
shares voted for, no shares voted against and no shares abstained from the
foregoing amendment to the Certificate of Incorporation. No other class of
shares was entitled to vote thereon as a class.
DATED this 8th day of November, 2000
/S/Richard J. Linder, President
/S/Dennis M. Nasella, Secretary
State of Utah )
:
County of Salt Lake )
On this 8th day of November, 2000, personally appeared before me, the
undersigned, a notary public, Richard J. Linder and Dennis M. Nasella, who
being by me first duly sworn, declared that they are the president and
secretary, respectively, of the above-named corporation, that they signed the
foregoing Certificate of Amendment to the Certificate of Incorporation and
that the statements contained therein are true.
WITNESS MY HAND AND OFFICIAL SEAL.
/S/Victor D. Schwarz
Notary Public
