REG-C-L STATE OF NEW JERSEY
(7-98) DIVISION OF REVENUE
BUSINESS ENTITY AMENDMENT FILING
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Fill out all applicable information below and sign in the space provided. Please
note that once filed, the information on this page is considered public. Refer
to the instructions for delivery/return options, filing fees and field-by-field
requirements. Remember to remit the appropriate fee amount for this filing. Use
attachments if more space is required for any field, or if you wish to add
articles for the public record.
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FILED
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AUG 10 2000
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State Treasurer
Roland Machold
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SECTION II - AMENDMENT FILING
A. Business Name: Axxexs.com Incorporated
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B. Statutory Authority for Amendment: 14A:9-2(4) and 14A:9-4(3)
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(See Instructions for List of Statutory Authorities)
C. ARTICLE 1 and 3 OF THE CERTIFICATE of Incorporation |X|, Formation |_|,
Registration |_|, Authority |_|, Limited Partnership |_|, of the
above-referenced business is amended to read as follows: (Use attachment
if more space is required)
See attachment
D. Other Provisions: (Optional)
E. Date Amendment was Adopted: August 9, 2000
F. CERTIFICATION OF CONSENT/VOTING: (If required by one of the laws cited
below, certify consent/voting) N.J.S.A. 14A:9-1 et seq. or N.J.S.A.
15A:9-1 et seq., Profit and Non-Profit Corps. Amendment by the
Incorporators
|_| Amendment was adopted by unanimous consent of the Incorporators.
N.J.S.A. 14A:9-2(4) and 14A:9-4(3), Profit Corps., Amendment by the
Shareholders.
|X| Amendment was adopted by the Directors and thereafter adopted by the
shareholders.
Number of shares outstanding at the time the amendment was adopted
5,044,565, and total number of shares entitled to vote thereon 5,044,565.
If applicable list the designation and number of each class/series of
shares entitled to vote:
List votes for and against and if applicable, show the vote by designation
and number of each class/series of shares entitled to vote:
Number of Shares Voting for Amendment Number of Shares Voting Against Amendment
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3,582,926 0
**If the amendment provides for the exchange, reclassification, or
cancellation of issued shares, attach a statement indicating the manner in
which same shall be effected.
N.J.S.A. 15A:9-4, Non-profit Corps., Amendment by Members or Trustees
The corporation has |_| does not have |_| members.
If the corporation has members, indicate the number entitled to vote
______, and how voting was accomplished:
|_| At a meeting of the corporation. Indicate the number VOTING FOR
_____ and VOTING AGAINST _____. If any class(es) of members may vote
as a class, set forth the number of members in each class, the votes
for and against by class, and the number present at the meeting:
Class Number of Members Voting for Amendment Voting Against Amendment
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|_| Adoption was by unanimous written consent without a meeting.
If the corporation does not have members, indicate the total number of
Trustees ______________, and how voting was accomplished:
|_| At a meeting of the corporation. The number of Trustees VOTING
FOR _________ and VOTING AGAINST _________
|_| Adoption was by unanimous written consent without a meeting.
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G. AGENT/OFFICE CHANGE
New Registered Agent:_____________________________________________________
Registered Office: (Must be a NJ street address)
Street__________________________________ City _________________ Zip ______
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H. SIGNATURE(S) FOR THE PUBLIC RECORD (See Instructions for Information on
Signature Requirements)
Signature /s/ Louis [Illegible] Title President Date 8-9-00
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Signature _________________________ Title ______________________ Date __________
The above-signed certifies that the business entity has complied with all
applicable NJ statutory filing requirements
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ATTACHMENT
FIRST: The name of the corporation is Axxexs Capital, Inc.
THIRD: The aggregate number of shares which the company shall have the authority
to issue is seven million five hundred thousand (7,500,000), itemized by
classes, par value of shares, shares without par value, and series, if any,
within a class, is:
Par value per share or
Series statement that shares
Class (if any) Number of Shares have no par value
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Common 7,000,000 no par value
Preferred Class A 150,000 no par value
Preferred Class B 100,000 no par value
Preferred Class C 10,000 no par value
Preferred 240,000 no par value
The relative rights, preferences and limitations of the shares of each
class and series(if any), are as follows:
The Preferred Class A shall be classified as voting preferred stock. The stock
will have a ten to one vote compared to the common stock in all matters coming
before the shareholders and will have a 5% cumulative dividend. The Class A
Preferred stock is non-convertible and has no par value. The Class A Preferred
has a stated value of $10.00 per share. Total authorized shares in this class is
150,000.
The Preferred Class B shall be classified as participating redeemable preferred
stock. The stock will be non-voting, non-convertible and have no par value.
There is no stated or annual interest due to this class of stock, however, 25%
of all stock positions held by the company will be assigned to a fund for the
benefit of the Class B Preferred shareholders. The Class B Preferred matures on
June 1, 2002 at the stated value of $10.00 per share and is redeemable at that
time by the company. Total authorized shares in this class is 100,000.
The Preferred Class C shall be classified as participating preferred stock. The
stock will be non-voting, non-convertible and have no par value. There is no
stated or annual interest due to this class of stock, however, this class will
share in the fund assigned to the Preferred Class B. The Class C Preferred
expires on September 11, 2000. Total authorized shares in this class is 10,000.
The Board of Directors shall have the authority by vote of the majority of the
shareholders hereof, to assign certain characteristics to the remaining 240,000
Preferred shares which may be used to acquire capital, restructure the
capitalization, maintain voting control, reduce dilution and any other purpose
which would be deemed in the best interest of the shareholders.
