EXHIBIT 3.5
<PAGE>
FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
NUTRICEUTICALS.COM CORPORATION
JAN 11 2000
No. C12813-93
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/s/ Dean Heller
DEAN HELLER, SECRETARY OF STATE
Pursuant to the provisions of the Nevada Revised Statutes, the undersigned
corporation does hereby adopt these Articles of Amendment to the Articles of
Incorporation, and the undersigned officers do hereby certify individually and
on behalf of the undersigned corporation as follows:
1. The name of the corporation is Nutriceuticals.com Corporation
(the "Company"). The Articles of Incorporation of this Corporation were
filed by the Department of the State of Nevada and became effective on
October 18, 1993.
2. A new Article One to the Articles of Incorporation of this
Corporation shall be as follows:
ARTICLE ONE
The name of the corporation is DrugMax.com, Inc.
3. This Amendment was recommended by the Board of Directors to
the Corporation's shareholders on December 6, 1999.
4. On January 11, 2000, the holders of a majority of the
outstanding shares of Common Stock of the Corporation, the only
class of securities outstanding, adopted this amendment to the
Corporation's Articles of Incorporation at a special, duly called and
convened meeting of such shareholders. The number of votes cast for
the amendment by the shareholders was sufficient for approval.
IN WITNESS WHEREOF, the Company has caused these Articles of Amendment to
the Articles of Incorporation to be executed this 11th day of January, 2000.
NUTRICEUTICALS.COM CORPORATION
By: /s/ Stephen M. Watters
-----------------------------
Stephen M. Watters, President
By: /s/ William L. LaGamba
-----------------------------
William L. LaGamba, Secretary
