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ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
JR CONSULTING, INC.
Pursuant to the provisions of the Nevada Corporation Act, the
undersigned corporation adopts the following Articles of Amendment to its
Articles of Incorporation:
1. The name of the Corporation is J R Consulting, Inc.
2. The following amendments were adopted by the directors and
majority of the shareholders of Corporation by written
consents of the Board of Directors and Majority Shareholders,
in the manner prescribed by the Nevada Corporation Act:
Article I is deleted in its entirety and replaced with the following:
The name of the Corporation is Providential Securities, Inc.
Article V is amended by the addition of the following provision:
Effective January 14, 2000 ("the Effective Date"), every two
shares of the Corporation's outstanding common stock, par value $0.04
per share (the "Common Stock"), issued and outstanding immediately
prior to the Effective Date (the "Old Common Stock") shall
automatically and without any action on the part of the record holder
thereof be reclassified as and changed into one share of Common Stock
(the "New Common Stock"), subject to the treatment of fractional share
interests as described below. Each record holder of a certificate or
certificates which immediately prior to the Effective Date represented
outstanding shares of Old Common Stock (the "Old Certificates", whether
one or more) shall be entitled to receive, upon surrender of such Old
Certificates to the Company's transfer agent Jersey Transfer & Trust
Company who will act as escrow agent (the "Escrow Agent") for
cancellation, a certificate or certificates (the "New Certificates"
whether one or more) representing the number of whole shares of the New
Common Stock into which and for which the shares of the Old Common
Stock formerly represented by such Old Certificates so surrendered, are
reclassified under the terms hereof. From and after the Effective Date,
Old Certificates shall represent only the right to receive New
Certificates pursuant to the provision hereof.
A record holder of Old Certificates shall receive, in lieu of
any fraction of a share of New Common Stock to which the record holder
would otherwise be entitled, one full share.
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If any New Certificate is to be issued in the name other than
that for which the Old Certificates surrendered for exchange are
issued, the Old Certificate so surrendered shall be properly endorsed
and otherwise in proper form for transfer, and the person or persons
requesting such exchange shall affix any requisite stock transfer tax
stamps to the Old Certificates surrendered, or provide funds for their
purchase, or establish to the satisfaction of the Exchange Agent that
such taxes are not payable. From and after the Effective Date this
amount which the shares of the Old Common Stock are reclassified under
the terms hereof shall be the same as the amount of capital represented
by the shares of Old Common stock so reclassified, until thereafter
reduced or increased in accordance with applicable law.
IN WITNESS WHEREOF, J R Consulting, Inc. has caused this Certificate to be
signed and attested by its duly authorized officers, this 12th day of January
2000.
J R CONSULTING, INC.
By: /s/ Henry Fahman
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Henry Fahman, President
By: /s/ Tina Phan
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Tina Phan, Secretary
