Exhibit 3.1.3
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
DIAMOND ENTERTAINMENT CORPORATION
To: The Secretary of State Federal Employer
State of New Jersey Identification No.
22-2748019
Pursuant to the provisions of Section 14A: 9-2 (4) of the Business
Corporation Act of the State of New Jersey, the undersigned corporation executes
the following Certificate of Amendment to its Certificate of Incorporation.
1. The name of the Corporation is Diamond Entertainment Corporation (the
"Corporation").
2. The Certificate of Incorporation is amended as follows:
The Corporation shall be authorized to issue the following shares:
CLASS NO. OF SHARES PAR VALUE
----- ------------- ---------
Common Stock 600,000,000 None
Preferred Stock 5,000,000 None
3. In accordance with Section 14A: 9-2 (4) and after proper notice to
shareholders of record on March 3, 2000 (the "Record Date"), holders of a
majority of the votes cast approved the amendment at the Annual Meeting of
Stockholders on April 27, 2000 ( the "Annual Meeting").
4. On the record Date, there were 62,334,029 shares of the Corporation's
common stock, no par value (the "Common Stock") issued and outstanding, each of
which was entitled to one (1) vote at the Annual Meeting, and there were 483,251
shares of the Corporation's preferred stock, no par value (the "Preferred
Stock") issued and outstanding, each of which was entitled to 1.95 votes at the
Annual Meeting. As of the Record Date, there were issued and outstanding shares
of voting stock of the Corporation representing an aggregate of 63,276,368 votes
entitled to vote at the Annual Meeting. The Common Stock and Preferred Stock
vote together on all matters.
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5. A quorum was represented at the Annual Meeting, a total of 47,283,660
shares were cast FOR the amendment, 6,152,019 votes were cast AGAINST the
amendment and 230,210 votes were cast ABSTAIN.
IN WITNESS WHEREOF, this Certificate of Amendment has been signed on the 30th
day of June, 2000, and the signature of the undersigned shall constitute the
affirmation and acknowledgement of the undersigned, under penalties of perjury,
that the Certificate is the act and deed of the undersigned and the facts stated
in the Certificate are true.
DIAMOND ENTERTAINMENT CORPORATION
/s/ James K. T. Lu
BY: ------------------------------
James K.T. Lu, President
Sworn before me this
30th day of June, 2000
/s/ Jenny Leung
Jenny Leung
Notary Public
