NET TECH INTERNATIONAL INC
8-K, EX-99.1, 2000-09-05
MISC INDUSTRIAL & COMMERCIAL MACHINERY & EQUIPMENT
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(99) Additional Exhibits - Certificate of Amendment

                                                           STATE OF DELAWARE
                                                           SECRETARY OF STATE
                                                        DIVISION OF CORPORATIONS
                                                       FILED 09:00 AM 08-10-2000
                                                           001046167-2218879
                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                          NET/TECH INTERNATIONAL, INC.

     The  undersigned  corporation,   in  order  to  amend  its  Certificate  of
Incorporation, here certifies as follows:

     FIRST: The name of the corporation u: Net/Tech International, Inc.

     SECOND:The  corporation  hereby amends its Certificate of  Incorporation as
follows:

     "FIRST: The name of the corporation Is: Return On Investment Corporation ."

     "FOURTH:  The total  number of shares of stock  which this  corporation  is
     authorized to issue is:  100,500,000  shares, par value, par value $.01, of
     which  100,000,000  shall be common  shares and 500,000  shall be Preferred
     Shares with their preferences, designations, and rights to be determined by
     the board of directors as issued by the board of directors."

     THIRD:  At 5:00  p.m.  E.S.T.,  on  August  10,  2000  the  filing  of this
Certificate of Amendment to the  Certificate of  Incorporation,  all outstanding
shares  of  Common  Stock  held by each  holder  of  record on such due shall be
automatically  combined at the rate of one-for-twenty without any further action
on the part of the holders thereof or this  Corporation.  Any fractional  shares
shall be increased to the text higher whole number.

     FOURTH:  The amendment  effected  herein was authorized by the  affirmative
vote of the holders of a majority  of the  outstanding  shares  entitled to vote
thereon  at a meeting of  shareholders  pursuant  to Section  222 and 242 of the
General Corporation Law of the State of Delaware.

     IN WITNESS WHEREOF,  I hereunto sign my name and affirm that the statements
made herein are true under penalties of perjury, this 10th day of August, 2000.


                                        NET/TECH INTERNATIONAL, INC.

                                        By: /s/ Anna Capozzi
                                            -------------------------------
                                            Anna Capozzi, Assistant Secretary


                                       95
<PAGE>

                                STATE OF DELAWARE

                        OFFICE OF THE SECRETARY OF STATE

                        -------------------------------

     I, EDWARD J. FREEL,  SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE  CERTIFICATE OF AMENDMENT
OF  "NET/TECH   INTERNATIONAL,   INC.",   CHANGING   ITS  NAME  FROM   "NET/TECH
INTERNATIONAL, INC. "TO "RETURN ON INVESTMENT CORPORATION", FILED IN THIS OFFICE
ON THE TENTH DAY OF AUGUST, A . D . 2000, AT 9 0' CLOCK A.M.

     A FILED COPY OF THIS  CERTIFICATE  HAS BEEN  FORWARDED  TO THE KENT  COUNTY
RECORDER OF DEEDS:

                                     [LOGO]

                                        /s/ Edward J. Freel
                                        --------------------------------
                                        EDWARD J. FREEL, SECRETARY OF STATE

2218879  8100                           AUTHENTICATION:      0614271

001406167                                         DATE:      08-11-00

                                       96


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