CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION OF
AMERICAN UTILICRAFT CORPORATION
American Utilicraft Corporation (the "Corporation"), a corporation
organized and existing under the General Corporation Law of the State of
Delaware, hereby certifies as follows:
FIRST: That the board of directors of the Corporation duly adopted a
resolution setting forth a proposed amendment of the Certificate of
Incorporation of the Corporation, declaring said amendment to be advisable, and
directing that the proposed amendment be considered by the stockholders of the
Corporation. The resolution setting forth the amendment was as follows:
RESOLVED, that Article IV of the Certificate of Incorporation of the
Corporation be amended so that, as amended, said Article IV shall read,
in its entirety, as follows:
ARTICLE IV
STOCK
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Section 4.01. The Corporation shall be authorized to issue only one (1)
class of stock, to wit: Common Stock. The total number of shares of
Common Stock which the Corporation shall have authority to issue is
Twenty-Four Million (24,000,000), and the par value of each such shares
is One Thousandth of a cent ($.00001).
Section 4.02. At the time this amendment becomes effective, and without
any further action on the part of the Corporation or its stockholders,
each share of $.00001 -par-value common stock of the Corporation then
issued and outstanding shall be changed and reclassified into 456 fully
paid and nonassessable shares of $.0000l-par-value common stock of the
Corporation. To reflect said change and reclassification, each
certificate representing shares of $.0000l-par-value common stock
theretofore issued and outstanding shall represent 456 times the number
of shares of $.00001-par-va1ue common stock issued and outstanding
after such change and reclassification; and the holder of record of
each such certificate shall be entitled to receive a new certificate
representing a number of shares of $.00001-par-value common stock of
the kind authorized by this amendment, equal to 455 times the number of
shares represented by said certificate for theretofore issued and
outstanding shares, so that upon this amendment becoming effective each
holder of record of a certificate representing theretofore issued and
outstanding common shares of the Corporation will have or be entitled
to certificates representing, in the aggregate, a number of shares of
$.00001-par-value common equal to 456 times the number of shares of
$.0000l-par-value common stock of which he or she was the holder
immediately prior to the effectiveness of this amendment.
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 02:45 PM 05/24/2000
001264389 - 2238397
<PAGE>
SECOND: That thereafter, pursuant to resolution of its Board of
Directors, the stockholders of the Corporation, acting by written consent
pursuant to 8 Del.C. ss. 228, voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, the Corporation has caused this certificate to be
signed by its President and its Secretary, respectively, this 24th day of May,
2000.
BY: /s/ John J. Dupont
--------------------------------
John J. Dupont, President
ATTEST: /s/ James S. Carey
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James S. Carey, Secretary
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