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ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
PACIFIC INTERNATIONAL HOLDING, INC.
Pacific International Holding, Inc. hereby amends its Articles of
Incorporation as follows, to-wit:
FIRST, the name of the corporation is "Pacific International
Holding, Inc.";
SECOND, the text of each amendment adopted is:
(a) ARTICLE IV is amended to provide in its entirety:
Authorized Shares
The Corporation is authorized to issue a total of
Sixty Million shares, which shares are all of the same
class, to-wit: $0.001 par value common stock, and when
issued shall all have unlimited voting rights and be
entitled to receive the net assets of the Corporation
on dissolution.
(The foregoing amendment of ARTICLE IV is made in order to
effectuate a one for ten split of the Corporation's authorized
and issued shares ---with the result that the Corporation
would then be authorized to issue 5,000 ,000 shares of $0.01 par
value common stock, and in order to then increase the number of
shares which the Corporation is authorized to issue to 60,000,000
shares and to change the par value of its shares back to $0.001);
THIRD, to the extent that the foregoing amendment of
.ARTICLE IV set forth above provides for an exchange or
reclassification of issued shares, the provisions for
implementing the same are: the corporation's board of directors
has adopted a resolution providing that its transfer agent
(American Registrar & Transfer (10 Exchange Place No.705, Salt
Lake City, Utah 84111)
. . . shall issue a new form Corporation
certificate representing one share of its $0.001 par
value stock for each ten shares of the Corporation's
previously issued shares that are represented by such
old form certificates as may be presented for
registration of transfer in the ordinary course of
business.
FOURTH, the foregoing amendment was adopted by a written
shareholder consent action (which specifies its effective date as
being 7:00 o'clock p.m., EST, on March 16, 1998, the "Effective
Date") which is executed by the holder(s) of more than a majority
of the Corporation's issued shares; and,
FIFTH, (a) the Corporation had only one voting group as of
the Effective Date ---the 9,002,500 shares it had issued and
outstanding (and all of which were under its Articles of
Incorporation entitled to vote generally on the amendment) of the
only class of stock which the
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Corporation was then authorized to issue, to-wit: $0.001 par
value common stock, and 6,440,000 shares votes were cast for and
zero votes were cast against--- the amendment set forth above by
said Shareholder consent action, which number constituted more
than a majority of the Corporation's outstanding shares and was
sufficient for approval and adoption of the amendment by the
Corporation's sole voting group.
WHEREFORE, the undersigned Secretary of Pacific
International Holding, Inc. hereby makes and executes these
Articles of Amendment pursuant to the written shareholder consent
action referred to above on this above 27th day of March, 1998 :
/s/ Ken Chu
Ken Chu, Secretary
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