AUTOFUND SERVICING INC
8-A12B, EX-99.12, 2000-10-13
MISCELLANEOUS BUSINESS CREDIT INSTITUTION
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                           CERTIFICATE OF AMENDMENT OF
                            ARTICLES OF INCORPORATION
                           (After Insurance of Stock)

                             Sphinx Industries, Inc.
                               Name of Corporation


We the undersigned, R. D. Fritzler,  president and R. D. Fritzler,  secretary of
Sphinx  Industries,  Inc., a Nevada Corporation do hereby certify that the Board
of Directors of said corporation at a meeting duly convened,  held July 7, 2000,
adopted a resolution to amend the original Articles of Incorporation:

                                    Article I

The name of this corporation is AutoFund Servicing, Inc.
The name and post office  address of the  incorporation  signing the Articles of
Incorporation  is R. D. Fritzler,  1800 E. Sahara Ave., Suite 107, Las Vegas, NV
89104.  The Name and address of the first member of the First Board of Directors
is R. D. Fritzler, 1800 E. Sahara Avenue, Suite 107, Las Vegas, Nevada 89104.

                                   Article IV

The  capital  stock  of  this   Corporation   shall  consist  of  Fifty  Million
(50,000,000)  shares of common stock,  with a par value of $0.001 per share, all
of which stock shall be entitled to voting power.  The Corporation may issue the
shares  of  stock  for  such  consideration  as may be  fixed  by the  Board  of
Directors.


The  number of shares  outstanding  and  entitled  to vote an  amendment  of the
Articles of  Incorporation  is 1,365. The said change(s) and amendment have been
consented  to and  approved  by a majority  of  stockholders  holding at least a
majority of each stock outstanding and entitled to vote thereon.

                           original signature on file
                           --------------------------
                                    President

                           original signature on file
                           --------------------------
                                    Secretary

ACKNOWLEDGEMENT:
STATE OF NEVADA
COUNTY OF CLARK


On July 7, 2000  personally  appeared  before  me, a Notary  Public,  Richard D.
Fritzler,  who  acknowledged he executed the above  instrument on behalf of said
Corporation.



                                            original signature and stamp on file
                                            ------------------------------------
                                            NOTARY PUBLIC





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