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EXHIBIT 3I
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
Under Section 14A:9-4(3) of Title 14A, Corporations, General, of the
New Jersey Statutes, the undersigned does hereby amend the Certificate of
Incorporation of mPhase Technologies, Inc. as follows:
1. Amendment:
The authorized shares of the Corporation are hereby changed to 150,000,000
shares, no par value, from 50,000,000 shares, no par value, by deleting
Paragraph 4 of the Certificate of Incorporation, as corrected, which reads as
follows:
"4. THE AGGREGATE NUMBER OF SHARES WHICH THE CORPORATION SHALL HAVE
AUTHORITY TO ISSUE IS 50,000,000, NO PAR VALUE." and inserting in place
thereof:
"4. THE AGGREGATE NUMBER OF SHARES WHICH THE CORPORATION SHALL HAVE
AUTHORITY TO ISSUE IS 150,000,000, NO PAR VALUE."
2. Date of Adoption:
The date of the adoption of this Amendment to the Certificate of
Incorporation by the Shareholders was May 5, 2000.
3. Number of Shares Outstanding and Entitled to Vote:
The number of shares of the capital stock of the Corporation entitled to
vote on the adoption of this Amendment to the Certificate of Incorporation was
TWENTY-EIGHT MILLION ONE HUNDRED FOUR THOUSAND EIGHT HUNDRED TWENTY-FIVE
(28,104,825) shares.
4. Number of Shares Voted:
The number of shares of capital stock of the Corporation which voted for the
adoption of said Amendment was 14,478,469 shares and the number of shares voted
against the adoption of said Amendment was 435,755 shares. Shares not voting
were 13,190,601 shares.
The undersigned as President of the above Corporation has signed this
Certificate of Amendment of Certificate of Incorporation this 31st day of
August, 2000.
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ATTEST: MPHASE TECHNOLOGIES, INC.
s/ RONALD A. DURANDO
/s/ ROBERT H. JAFFE --------------------------------------------
-------------------------------------------- Ronald A. Durando
Robert H. Jaffe President
Assistant Secretary
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