PRO GLASS TECHNOLOGIES INC
10SB12G, EX-3, 2000-10-10
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                            CERTIFICATE OF AMENDMENT
                                       TO
                            ARTICLES OF INCORPORATION
                                       OF
                          PRO GLASS TECHNOLOGIES, INC.



               The   undersigned   President   and   Secretary   of  PRO   GLASS
               TECHNOLOGIES,   INC.,  a  Nevada  corporation   pursuant  to  the
               provisions of Section  78.385 and 78.390,  of the Nevada  Revised
               Statutes,   for  the   purpose  of  amending   the   Articles  of
               Incorporation of said Corporation, do certify as follows:

               That the Board of Directors of the said  corporation  and held on
               October 25, 1999  adopted  resolutions  to amend the  Articles of
               Incorporation, as follows:

                    ARTICLE IV shall be amended as follows:

                           ARTICLE IV - CAPITALIZATION

               The aggregate number of shares which this corporation  shall have
               the  authority to issue is Fifty Million  (50,000,000)  shares of
               $.001 par value stock.  All stock of the corporation  shall be of
               the same  class,  common,  and  shall  have the same  rights  and
               preferences.  Fully  paid stock of the  corporation  shall not be
               liable to any further call or assessment.

               The  foregoing  amendment to the Articles of  Incorporation  were
               duly adopted by the written  consent of the  shareholders  of the
               Corporation,  pursuant  to Section  78.320 of the Nevada  Revised
               Statutes on October 25, 1999.

               The  number  of shares of  common  stock of the  corporation  and
               entitled to vote on the  foregoing  amendment  to the Articles of
               Incorporation on October 22, 1999 were 17,714,000  shares and the
               said  amendment  was  approved  and  consented  to by  15,000,000
               shares, being voted in person or by proxy, which represented more
               than a 50% majority of the issued and  outstanding  shares of the
               common stock of the corporation.

               The undersigned  President and Secretary of the corporation  here
               by declare  that the  foregoing  Certificate  of Amendment to the
               Articles  of  Incorporation  is true and  correct  to the best of
               their knowledge and belief.

               In witness  whereof,  the  certificate  has been  executed by the
               undersigned on October 27, 1999.


/S/ Fred Da Silva                                      /S/ Frank Aiello
Fred DaSilva, Secretary                                Frank Aiello, President




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